Altamir - Registration Document 2016

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FINANCIAL AND LEGAL INFORMATION

Business description

several acquisitions undertaken by Altran,

several acquisitions undertaken by Gfi Informatique,

monthly monitoring of the Apax France VII portfolio

companies and Albioma,

quarterlymonitoringof theportfoliocompanies held through

the Apax France VIII, Apax France IX, Apax VIII LP and Apax

IX LP funds;

iv)

valuation:

quarterly reviews of portfolio valuations;

managing cash and credit lines:

optimising investments,

renegotiating overdraft facilities with a banking pool.

CO-INVESTMENT AGREEMENT

As previously indicated, on 23 April 2007, the Company signed a

co-investment agreement with Apax Partners SA. The principal

features of this agreement are detailed below.

Any change to the agreement must be authorised by a two-

thirds majority of the present or represented members of the

Supervisory Board, and based on a report from theManagement

Company.

CO-INVESTMENT AGREEMENT BETWEEN ALTAMIR

AND APAX PARTNERS SA

WhenAltamirmergedwithAmboise Investissement, theManager

of Altamir took advantage of the opportunity to formalise the

rules under which Altamir had been co-investing alongside the

funds managed by Apax Partners SA since 1996, but without

changing them fundamentally, and to codify them in a co-

investment agreement with Apax Partners SA.

This agreement, authorised by Altamir’s Supervisory Board on

23 April 2007, includes the essential terms of the co-investment

agreement that Amboise Investissement had signed with Apax

Partners SA prior to its IPO in March 2006.

Given that the Apax VII fund is 100% invested, this agreement

nowapplies only to follow-on investments in the existingportfolio

and to divestments.

It is organised around the following general principles:

On 1 July 2007, the co-investment percentages were set at 57%

for the Apax France VII fund and 43% for Altamir.

Apax Partners SA agrees to invite Altamir to participate

pari

passu

, at the aforementioned percentage, in any investment

carried out by Apax France VII.

ii)

Altamir performs every divestment, whether partial or total,

that Apax Partners SA proposes. Such divestments are

realised in proportion to the respective holdings of the Apax

Partners SA funds and Altamir.

iii)

Similarly, in the event of a reinvestment, the percentages

invested by Altamir and the fund managed by Apax Partners

are the same as those of the initial investment (and not those

in effect as of the date of the reinvestment, if different).

iv)

Altamir shares expenses of any kind incurred during the

investment or the divestment (

e.g

. due diligence, legal fees

etc.) according to the samepercentages, includingwhen these

expenses pertain to projects that did not come to fruition. The

same applies to the cost of liability insurance for the directors

and corporate officers of portfolio companies proposed by

Apax Partners and to amounts claimed fromthemas personal

liability, except in the event of serious or wilful misconduct.

Apax Partners SAmay inviteAltamir to acquire securities from

a fund it manages only if it will be a nominee for less than six

months or if accompanied by the necessary precautions to

ensure the independent nature of the transaction, such as an

outside investor concurrently taking at least 25% of the new

round of financing, an auction procedure or an independent

expert valuing the transaction.

This agreement went into effect on 4 June 2007, the date the

merger of Altamir andAmboise Investissement became effective.

Apax Partners SAandAltamir have also agreed, with the approval

of the latter’s Supervisory Board, that when the structure of an

initial investment becomes definitive only after a certain period,

the co-investment percentagewill be the one existing at the time

the initial investment was set. The acquisition of a block of shares

of a listed company (such as Prosodie) leading to a mandatory

takeover bid, a delisting or a syndication is an example of this.

No co-investment agreement is planned between Altamir and

ApaxPartnersMidMarketSAS, inasmuchasAltamir has subscribed

directly to the funds managed by Apax Partners MidMarket SAS.

The same applies to the relationship with Apax Partners LLP.

1.3.9

APAX PARTNERS TEAMS

APAX PARTNERS FRANCE

Apax Partners has one of the largest and most experienced

private equity teams in France.

Over the last 30 years, the Apax Partners France team has

initiated, backed, monitored and sold investments in companies

during all phases of the economic cycle. It has proven its stability,

as the ten partners have an average seniority at Apax Partners of

26 years. Average seniority among the other Apax professionals

– senior principals and principals – is approximately seven years.

REGISTRATION DOCUMENT

ALTAMIR 2016