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CORPORATE GOVERNANCE

2

Report of the Chairman of the Supervisory Board

More than half of the Boardmembers are independent, in accordance with the requirements in paragraph 8.5 of the Afep-Medef Code

and reiterated in the table below.

According to the Afep-Medef Code criteria, the following Supervisory Board members are considered independent:

Independence criteria

Jean

Besson

Gérard

Hascoët

Philippe

Santini

Jean-

Hugues

Loyez

Sophie

Etchandy-

Stabile

Marleen

Groen

Reasons

for non-

compliance

He/she must not be, or not have

been in the last five years:

an employee or executive

corporate officer of the Company,

or an employee, executive

corporate officer or director of

either a company consolidated

by the Company, or of its parent

company or of a company

consolidated by the parent

company,

an executive corporate officer of

a company in which the Company

holds, directly or indirectly, an

appointment as a Board member,

or in which a Company employee

or executive corporate officer

holds an appointment as a Board

member (either currently or in the

last five years).

Yes

Yes

Yes

Yes

Yes

Yes

/

Not be a major customer, supplier,

or corporate or investment banker

of the Company or of its Group,

nor carry out a significant proportion

of its business with the Company

or its Group.

Yes

Yes

Yes

Yes

Yes

Yes

/

Not have close family ties

with a corporate officer

Yes

Yes

Yes

Yes

Yes

Yes

/

Not have been a Statutory Auditor

of the Company in the last five years

Yes

Yes

Yes

Yes

Yes

Yes

/

Not be a member of the Board of

the Company for more than 12 years

No

No

Yes

Yes

Yes

Yes

/

Not be a controlling shareholder

of the Company or its parent

company (10% threshold of share

capital or voting rights)

Yes

Yes

Yes

Yes

Yes

Yes

/

CONCLUSION

NOT

INDE-

PENDENT

NOT

INDE-

PENDENT

INDE-

PENDENT

INDE-

PENDENT

INDE-

PENDENT

INDE-

PENDENT

* Executive corporate officers include the Chairman & CEO, the CEO, and the deputy CEOs of sociétés anonymes (public limited liability companies) with a Board

of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the presidents of

French partnerships limited by shares.

Two members of the Board, Jean Besson and Gérard Hascoët,

have been members of the Supervisory Board since 16 April

1996 and 28 April 2004, respectively. Therefore, they are not

considered independent because they do not meet the Afep-

Medef Code criterion that requires less than 12 years of seniority.

However, the Supervisory Board notes that Mr Besson and Mr

Hascoët have always acted independently and continue to do so,

and that their contribution to the Board is essential for Altamir.

NoBoardmember had a business relationshipwith the Company

during the course of the year under review.

It is specifically noted that Jean-Hugues Loyez, Chairman of

the Supervisory Board, is independent with regard to the Afep-

Medef Code criteria. He had no business relationship with the

company during the past year. In addition, he received no variable

remuneration in cash or securities, nor any remuneration tied to

the Company’s performance.

92

REGISTRATION DOCUMENT

1

ALTAMIR 2016