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WWW.ALTAMIR.FR
CORPORATE GOVERNANCE
2
Remuneration and benefits of managers and directors
2.2.2
REMUNERATION OF THE
MANAGEMENT COMPANY
MANAGEMENT FEES
Pursuant to Article 17.1 of the Company’s Articles of Association,
the Management Company receives annual remuneration,
exclusive of tax, equal to the sum of two half-year remuneration
amounts, calculated as follows:
remuneration for the first half of the calendar year is equal to
1% of the higher of the following two amounts at the close of
the previous financial year:
share capital plus share premiums,
shareholders’ equity of the Company before allocation of
net income.
Should there be a capital increase during the first half of
the financial year in question, first-half remuneration will
be increased by 1%, excl. tax, of the amount of the increase,
including any related premiums, calculated pro rata from the
date of the capital increase until the end of the first half of the
year;
remuneration for the second half of the calendar year is equal
to 1% of the higher of the following two amounts as of 30 June
of the financial year in question:
share capital plus share premiums,
shareholders’ equity of the Company before allocation of
net income.
Should there be a capital increase during the second half of
the financial year in question, second-half remuneration will be
increased by 1%, excl. tax, of the amount of the increase, including
any related premiums, calculated pro rata from the date of the
capital increase until the end of the second half of the year.
A percentage (corresponding to the Company’s share) of the
amount of anyprofessional fees, attendance feesandcommissions
received by the Management Company or by Apax Partners SA
in the context of transactions on assets of the Company and
of amounts paid by companies in the portfolio is deducted
from the Management Company’s remuneration. Nevertheless,
professional fees and reimbursement of expenses deriving from
secondmentsofApaxPartners’ salariedmanagers tocompanies in
the portfolio are not deducted fromtheManagement Company’s
remuneration.
The remuneration, inclusive of all taxes, of the Management
Company shall be reduced by an amount equal to the product
of the par value of shares held by the Company in fundsmanaged
byApax PartnersMidMarket SAS andApax Partners LLP, and any
entity paying management fees to an Apax management entity,
multiplied by the average annual rate, inclusive of all taxes, for
calculating the management fees of these funds and entities.
Should this rate vary during the year, the sum is calculated on a
pro rata basis.
The remuneration received by theManagement Company covers
the Company’s administrative and overhead costs, the cost of
Apax Partners SA and of any other investment advisors, as well
as all of the Company’s research and investment tracking costs.
As a result, the professional fees paid by the Company to the
investment advisory company under the advisory agreement
between them are also deducted from the Management
Company’s remuneration defined above.
The Management Company’s remuneration is paid in four
estimated amounts at the start of each calendar quarter, each
equal to25%of theprevious year’s remuneration. The annual total,
as determined above, is adjusted at the end of the fourth quarter.
From the date the Company was founded until 30 November
2006, 95% of the Management Company’s remuneration was
paid in turn to Apax Partners SA, under the investment advisory
agreement between them. Since then, because this agreement
was replacedby adirect investment advisory agreement between
the Company and Apax Partners SA, the remuneration the
Management Company receives is reduced by the amount the
Company pays to Apax Partners SA under this agreement (
i.e.
95%).
Altamir does not pay any remuneration directly toApax Partners
MidMarket or Apax Partners LLP. The funds managed by these
entities pay the management fees. Any additional remuneration
paid to the Management Company must be decided by
Shareholders in their OrdinaryGeneral Meetingwith the approval
of the general partner.
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REGISTRATION DOCUMENT
1
ALTAMIR 2016