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INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
4
Articles of Association
COMMERCIAL REGISTRY NUMBER
AND BUSINESS ACTIVITY CODE
The Company has the Paris commercial registry
number 390 965 895 and the business code 6420Z.
ALLOCATION AND DISTRIBUTION
OF PROFITS (ARTICLE 25 OF THE ARTICLES
OF ASSOCIATION)
Shareholders approve the financial statements for the previous
year and note the existence of a distributable profit. It is expressly
stated that the costs incurred by the general partner in the
interests of the Company shall be reimbursed upon presentation
of supporting documents and included in the expenses of the
Company.
For each financial year, theCompanypays to thegeneral partner as
dividends, at the times andplaces designatedby theManagement
Company and no later than nine months after the balance sheet
date, an amount equal to 2%of adjusted net income for that year.
Adjusted net income, b, is calculated as follows:
β
= [RN - (1-
τ
) P] -
α
-
γ
where:
RNisequal tothenet incomeof the financial year, asapprovedby
shareholders at their Ordinary AGM, less net unrealised capital
gains generated through internal restructuring transactions
(
e.g.
mergers, partial asset contributions, spin-offs) concerning
the Company itself or companies in which the Company holds
an ownership interest;
τ
is equal to the full corporate tax rate (including any tax
surcharges) effectively applied to P, as defined below;
P is equal to net financial income generated by short-term
money-market investments and capital gains on marketable
securities, less interest expense on the Company’s borrowings.
If P is negative for a given year, it is not taken into account for
that year and its amount is carried forward to P of subsequent
years;
α
is equal to the sum of adjusted net losses of previous years
that have not already been applied to an adjusted net profit;
γ
is equal to the portion of net income for the year deriving from
the Company’s investments in an Apax France fund and any
entity payingmanagement fees to anApax assetmanagement
entity.
For each financial year, the Company also pays to holders of
Class B shares as dividends, at such times and places designated
by theManagement Company andno later than ninemonths after
the balance sheet date, an amount equal to 18% of the adjusted
net income for that year, as defined above.
The balance of the distributable profit is payable to shareholders.
The allocation of this profit is decided by the Shareholders at
their Ordinary General Meeting, on the recommendation of the
Supervisory Board.
On the recommendation of the Supervisory Board, the
Shareholders may decide to allocate a portion of the balance
of the distributable profit, payable to shareholders, to retained
earnings or to one or more extraordinary, general, or special non-
interest-bearing reserves, to which the general partner, in this
capacity, has no right. These reserves may also be incorporated
into the capital.
Dividends are paid at the times and places designated by the
Management Company and no later than nine months from the
balance sheet date, unless this deadline is extended by court
order.
On the recommendation of the Supervisory Board, the
Shareholders may grant each shareholder, whether a holder of
ordinary shares or Class B shares, the option to receive payment
of all or a part of the dividend or interim dividend in cash or in
ordinary shares, under the conditions stipulated by law.
At their General Meeting of 28 April 2017, shareholders will be
asked to approve an amendment to the Articles of Association
introducing a hurdle rate for the calculation of carried interest on
the co-investments made by the Company since 2013.
GAIN ON LIQUIDATION (ARTICLE 26
OF THE ARTICLES OF ASSOCIATION)
Any gains on liquidation are allocated first to shareholders of
each category (ordinary or Class B). Shareholders receive up to
the amount they contributed as share capital, share premiums
or merger premiums.
Any remainder is then allocated to holders of ordinary shares
only, up to the amount of reserves created through the allocation
of earnings.
Anybalance still remaining is allocatedas follows: 80% toordinary
shareholders, 18% to Class B shareholders and 2% to the general
partner.
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REGISTRATION DOCUMENT
1
ALTAMIR 2016