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CORPORATE GOVERNANCE
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Company management and governing bodies
James Mara
– (70) was a Managing Director at GE Asset
Management in Stamford, CT (USA) for more than 20 years until
2014. During that time he built up a $2 billion international private
equity business, raised and managed two international buyout
funds and underwrote numerous investments in Europe, Russia,
North and Southeast Asia and LatinAmerica. Previously, Mr. Mara
spent five years as deputy treasurer, based in London, providing
treasury and financing support toGE’s international mergers and
acquisition team. Prior to joining the GE group, Mr. Mara headed
the international treasury function of RJR Nabisco in London for
four years and prior to that, held several tax management and
advisory positions for US corporations. Mr. Mara holds an L.L.M.
in taxation from Boston University, a J.D. from the University of
Connecticut and a B.S. from Fairfield University.
Eddie Misrahi
– (62) joined Apax Partners in 1991 as a Partner in
charge of investments in TMT. He has supported the growth of
young, innovative companies ormoremature companies through
growth financing and buyout transactions. He became Deputy
Chief ExecutiveOfficer of ApaxPartners SA in2007 andChairman
and Chief Executive Officer of Apax Partners MidMarket in 2010.
He startedhis career atMcKinsey&Co. inParis, then inMexicoCity,
before working at a US telecommunications group in the United
States. He was president of the AFIC (Association Française des
Investisseurs pour la Croissance) for financial year 2007/08. Mr.
Misrahi is a graduate of Ecole Polytechnique and holds an MBA
from Harvard Business School.
Maurice Tchenio
– (73) is Chairman of Altamir Gérance and
Chairman and CEO of Apax Partners SA. He is also Chairman of
theAlphaOmega Foundation. He began his career as an assistant
professor of finance at HEC, before taking a position as project
leader at the Paris-based Institut de Développement Industriel
(IDI), an investment bank specialising in equity investments. In
1972, he founded Apax Partners with Ronald Cohen and Alan
Patricof. Today, Apax Partners is a global private equity leader.
From 1972 to 2010, he was the Chairman and CEO of Apax
Partners, the Group’s French arm. In 1995, he created Altamir, a
listed private equity company. In 2010, he created AlphaOmega,
a venture philanthropy foundation recognised for its public
interest. He is the co-founder of the AFIC (Association Française
des Investisseurs pour la Croissance) and former director of
EVCA (EuropeanPrivateEquity andVentureCapital Association).
Mr. Tchenio has degrees fromHEC and Harvard Business School,
where he was a Baker scholar, obtaining his diploma with High
Distinction.
Romain Tchenio
– (41) holds a diploma from ESCP Europe. He
started his career as a financial analyst with Pricewaterhouse
Coopers Corporate Finance. He joined Toupargel in 2004 as
Supervisor and then became Manager of the teleprospecting
platform in Marseille. He was appointed southwest Regional
Manager in September 2006, then Director of Development the
following January before becoming Director of Sales, a position
he held from 2010 to 2013. He was named CEO of Toupargel
Groupe in July 2013 andChairman andCEO in early January 2017.
Altamir Gérance has no corporate officer role other than that of
Management Company.
In accordance with section 14.1 of Appendix 1 of EC Regulation
809/2004, the positions and appointments held by Maurice
Tchenio are listed in section 2.1.4.
To the best of the Company’s knowledge and at the time of
preparation of this Registration Document, Altamir Gérance, its
CEO and the members of its Supervisory Board:
had not been convicted for fraud in the past five years;
had not been involved in a bankruptcy, sequestration of assets
or liquidation in the past five years;
had not been formally accused or publicly sanctioned by
statutory or regulatory authorities, including designated
professional associations, in the previous five years; and
had not been prevented by a court from acting as a member
of the corporate, executive or supervisory body of an issuer or
from being involved in the management or the running of the
business of an issuer, in the previous five years.
LIMITATIONS ON THE POWERS
OF THE MANAGEMENT COMPANY
In accordancewith the provisions of Article 20.4 of theArticles of
Association and Article 1.1 of the Supervisory Board’s Rules of
Procedure, any amendment to the co-investment agreement
between theCompany andApax Partners SAmust be authorised
by the Supervisory Board, having reviewed the Management
Report, by a two-thirds majority vote of members present or
represented.
In accordancewith the provisions of Article 20.3 of theArticles of
Association and Article 1 of the Supervisory Board’s Rules of
Procedure, the Management Company consults the Supervisory
Board:
on the applicationof valuation rules toportfolio companies; and
on any potential conflicts of interest.
In addition, pursuant to Article 1.1 of the Supervisory Board’s
Rules of Procedure, the Management Company also consults
the Supervisory Board prior to the acceptance of any new
appointment in another listed company.
There are no formal limitations imposed on the Management
Company. The Supervisory Board considers, however, that given
the procedures in place, the Management Company is not in a
position to abuse its powers.
CONFLICTS OF INTEREST
Investors are reminded that the Company invests
pari passu
with
private equity funds managed by Apax Partners SA and invests
directly in those managed by Apax Partners MidMarket SAS and
in the entities advised by Apax Partners LLP.
Apax Partners SA is headed by Maurice Tchenio, who controls
and heads Altamir Gérance SA, the Company’s Management
Company.
Apax Partners MidMarket SAS is headed by Eddie Misrahi.
Apax Partners LLP is headed byAndrewSillitoe andMitch Truwit.
Thepotential conflicts of interest thatmay arise fromthis structure
are covered by the co-investment rules for the funds managed
by Apax Partners SA and Altamir, described in Section 1.3.8, and
by the co-investment agreement signed by Apax Partners SA
and Altamir.
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REGISTRATION DOCUMENT
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ALTAMIR 2016