INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
4
Articles of Association
4.4
ARTICLES OF ASSOCIATION
NAME AND REGISTERED OFFICE (ARTICLES 3
& 4 OF THE ARTICLES OF ASSOCIATION)
Altamir – 1, rue Paul Cézanne, 75008 Paris (France)
Tel: +33 (0)1 53 65 1 60 (www.altamir.fr)
DATE OF INCORPORATION
The Company was incorporated on 15 March 1993 as a French
public limited company (
société anonyme
). It was converted into
a French partnership limited by shares (
société en commandite
par actions
) at theSpecial Shareholders’ Meetingof 1 June 1995, to
enable theCompany tobenefit fromtheprivate equity experience
and expertise of the Apax Partners teams.
DURATION (ARTICLE 5 OF THE ARTICLES
OF ASSOCIATION)
The duration of the Company is 99 years, expiring on 27 April
2092 (unless dissolved prior thereto or extended).
LEGAL FORM (ARTICLE 1 OF THE ARTICLES
OF ASSOCIATION)
The Company is a French partnership limited by shares (
société
en commandite par actions
), with share capital of €219,259,626,
governed by Articles L. 226-1 et seq. of the French Commercial
Code, between:
the limited partners (or shareholders), who own the existing
shares and any shares that may be issued in the future; and
the general partner, Altamir Gérance, a French public limited
company (
société anonyme
) with share capital of €1,000,000
and the Paris commercial registry number 402 098 917, whose
registered office is located at 1 rue Paul Cézanne, 75008 Paris
(France).
The capital is divided into 36,512,301 ordinary shares with a par
value of €6 per share and 18,582 preferred shares (called “Class B
shares”) with a par value of €10 per share. All shares are fully
paid up.
SALE AND TRANSFER OF SHARES (ARTICLE 10
OF THE ARTICLES OF ASSOCIATION)
Ordinary shares are freely transferable under the conditions
stipulated by law.
Class B shares (or any securities giving access to Class B shares)
may be subscribed or acquired only by the following persons:
1°
the Management Company;
2°
theCompany’s investment advisor indicated in paragraph 16.4
of the Articles of Association;
3°
natural persons who are corporate officers or have an
employment contract with one of the companies mentioned
in items 1° and 2° above;
4°
any non-trading partnership composed exclusively of the
individuals or companies mentioned in items 1°, 2° and 3°
above;
5°
theCompany itself, under the conditions stipulatedby lawand
by the Articles of Association.
FINANCIAL YEAR (ARTICLE 24
OF THE ARTICLES OF ASSOCIATION)
Each financial year has a duration of one calendar year, beginning
on 1 January and ending on 31 December.
CORPORATE PURPOSE (ARTICLE 2
OF THE ARTICLES OF ASSOCIATION)
The purpose of the Company is as follows:
the subscription, acquisition, management anddisposal by any
means of French or foreign securities, ownership rights, rights
representinga financial investment or other financial rights; and
generally, any transaction related to the above purpose or
enabling its achievement, includingany transactiononpersonal
or real property necessary for its operations.
159
REGISTRATION DOCUMENT
1
ALTAMIR 2016