REGISTRATION DOCUMENT 2012 - Actusnews Wire€¦ · ALTAMIR AMBOISE RegistRation Document 2012 3 PRoFiLe altamir amboise is a private equity company listed on the nYse euronext Paris

REGISTRATIONDOCUMENT2012

Accessing ApAx pArtners investments through the stock mArket

this document is an english-language translation of the French "Document de référence" filed with the autorité des marchés Financiers (amF) under number D.13-0279 on 3 april 2013, in compliance with article 212-13 of the amF's general Regulation. only the original French version can be used to support a financial transaction, provided it is accompanied by a prospectus (note d'opération) duly certified by the autorité des marchés Financiers. the document was produced by the issuer, and the signatories to it are responsible for its contents. it is available free of charge, upon request, at the company's head office.

CONTENTS

Message from the Chairman and CEO of the Management Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 2Profile and corporate governance . . . . . . . . . . . . . . . . . . . . . . . 3Investment strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Financial communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Altamir Amboise portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

1 FINANCIAL AND LEGAL INFORMATION

Management report to shareholders at their combined Annual General Meeting held to approve the 2012 financial statements . . . . 30

Appendix I to the Management ReportThe list of positions and directorships held by the corporate officers . . . . . . . . . . . . . . . . . . . . . . . . 45 Appendix II to the Management ReportResults and other Company data over the last five years . . 49

Appendix III to the Management ReportAcquisition of equity interests and controlling interests . . . . 50

Report of the Supervisory Board to shareholdersat their combined Annual General Meeting held to approve the 2012 financial statements . . . . . . . . . . . 51

Chairman's report on the conditions under which the work of the Supervisory Board was prepared and organised and on the internal control procedures in place within the Company . . . . . . . . . . . . . . . . 55

Information on social, environmental and sustainable development matters, as well as measures to combat discrimination and promote diversity . . . . . . . . . . . . . . . . . . . . . 66

Statutory Auditors' reporton the report of the Chairman of the Supervisory Board . . . . 67

2 STATUTORY FINANCIAL STATEMENTS

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Notes to the statutory financial statements . . . . . . . . . . . . . . . 73

List of subsidiaries and equity investments . . . . . . . . . . . . . . . 88

Statutory Auditors' report on the statutory financial statements . . . . . . . . . . . . . . . . . . 90

Statutory Auditors' special report on regulated agreements and commitments . . . . . . . . . . . . . 91

3 CONSOLIDATED FINANCIAL STATEMENTS

Statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . 94

Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . 95

Statement of changes in shareholders’ equity . . . . . . . . . . . . . . 96

Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

Notes to the consolidated (IFRS) financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

Statutory Auditors' reporton the consolidated financial statements . . . . . . . . . . . . . . 116

4 SUPPLEMENTARY INFORMATION

I. Société en Commandite par Actions (French limited partnership by shares)A - Articles of Association. . . . . . . . . . . . . . . . . . . . . . . . . 118B - Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . 120C - General information on the Company's share capital. 125D - Other sources of financing . . . . . . . . . . . . . . . . . . . . . 132

II. Investment in private equity via the Apax fundsA - Relationship between Altamir Amboise, Apax

Partners SA and Apax Partners MidMarket SAS. . . . . 133B - Apax Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136C - Service contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143D - Remuneration and management fees . . . . . . . . . . . . . 145

III. A French "société de capital risque" (SCR)A - Legal and tax framework . . . . . . . . . . . . . . . . . . . . . . 150B - Tax treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

IV. Risk factorsA - Liquidity risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158B - Market risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158C - Legal and tax risks . . . . . . . . . . . . . . . . . . . . . . . . . . . 164D - Industrial and environmental risks . . . . . . . . . . . . . . . 166E - Competition risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166F - Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166G - Risks related to Apax Partners . . . . . . . . . . . . . . . . . . 166

V. Sundry itemsA - Portfolio as of 31 December 2012:

dates companies were founded and investment dates . . . . . . . . . . . . . . . . . . . . . . . . . 168

B - Documents available to the public . . . . . . . . . . . . . . . 169C - Reference to historical financial statements . . . . . . . 169D - Person responsible for the Registration

Document and persons responsible for the audit of the financial statements . . . . . . . . . . 169

E - Events after 31 December 2012. . . . . . . . . . . . . . . . . 171F - Cross reference index . . . . . . . . . . . . . . . . . . . . . . . . . 172

2

messAge From the chAirmAn AnD ceo oF the mAnAgement compAnY

Dear shareholders,

2012 was akin to the second half of 2011, with an economy showing zero growth and considerable uncertainty for most of the year regarding the reforms proposed by the new government. the sole ray of hope came from the ecB, whose decision removed lingering doubts about the survival of the euro, and resulted in a two-figure increase in most european stock exchanges. the european private equity sector experienced a mixed year. the volume of investments fell by 15% to €71.2 billion from €83.3 billion in 2011 (source: unquote Preliminary Q4), funds raised stagnated at $58.1 billion compared to $59.2 billion in 2011 (source: Private equity analyst), and more importantly, remained lower than the amounts invested.

against this background, altamir amboise put in a respectable performance for the year with a volume of investments and divestments on the low side of its historical average. Portfolio companies showed excellent operational resilience, and multiples held up, leading to an 11.3% increase in naV per share (after distribution of dividends). this double-digit increase was near the group’s ten-year historical average.

Divestment proceeds for financial year 2012 amounted to €39.9m compared to the record performance of €188.7m in 2011. these proceeds arose from the divestment of eight portfolio companies: three buy-outs (essentially relating to afflelou, as the vast majority of the divestment proceeds of Parkeon and season were received in previous years) and five companies from the legacy venture capital portfolio (arkadin, ask, cognitis, Hybrigenics and newron).

altamir amboise invested and committed €49.8m compared to €71.8m in 2011, of which €43.8m (€50.5m in 2011) was invested in three new companies: afflelou, texa and garda. these three companies are in our sectors of specialisation and all have strong growth potential. garda, a canadian company, is our first investment undertaken through the apax Viii LP fund and our first outside of europe. apax Viii LP also announced that it had committed to the purchase of cole Haan, an iconic u.s. designer and retailer of premium footwear and accessories. this investment was finalised in February 2013.

the 15(1) LBo and growth capital companies among the 20 shareholdings that comprised the portfolio as of 31 December 2012 recorded an increase in eBitDa of 6.5% (compared to a reduction of 0.7% for the 35 non-financial companies listed on the cac 40) and reduced their net-debt-to-eBitDa ratio from 3.8 to 3.7 (estimated eBitDa and analysts' consensus for listed

companies).

together, these results led to an increase of 11.3% in naV per share to €13.47, or an increase of 12.9% including the dividend of €0.20 per share, with an average valuation multiple of 8.28(2) times eBitDa compared to 9 times eBitDa in 2011.

Finally, altamir amboise finished the year with a cash position of €98m compared to €132.7m as of 31 December 2011.

in keeping with the strategy announced last year, the major event of the financial year was your company’s commitment to invest a minimum of €60m in apax Viii LP and up to a maximum of 1% of the fund, or €90m. the fund is expected to close by 30 June 2013 at the latest.

together with your investor relations director, we have heavily promoted the company's shares, in keeping with our commitment. the initial results are clear to see, with an increase in the share price of 23.1% during 2012, leading to a reduction in the discount from 50% to 45%. this discount still remains too high compared to our peer group, and we are seeking to reduce it further. in this context, we conducted a study with a prominent bank to rethink our dividend distribution policy. the management company proposed that the supervisory Board adopt the recommendations of this study, and the supervisory Board has decided that the dividend will henceforth be equal to 2-3% of net asset value as of 31 December every year, instead of 20% of statutory net income, and has set the dividend on 2012 earnings at 3% of net asset value, or €0.41 per share, twice the amount distributed in 2012. this policy has the advantage of creating a dividend distribution that is sustainable, predictable and will grow, barring market crises, at the same rate as naV. We hope that this policy will allow us to attract investors who are looking for an attractive return in addition to growth in naV.

Finally, to enable the company to communicate more effectively, particularly on the international stage, the simplification of your company's name to "altamir" will be proposed to you at the shareholders' special meeting.

Despite the challenging economic environment in 2013, we expect investment and divestment volumes to return to more favourable levels, naV to continue rising and the discount to subside.

maurice tchenio

(1) excluding Vocalcom and garda and the 3 remaining companies of the venture capital portfolio (DBV, DXo and neurotech).

(2) We have changed the weighting method so as to use the valuations that form the basis of the naV calculation rather than cost. using the previous methodology, the weighted multiples would have been 8.36 times eBitDa in 2012, versus 7.8 times eBitDa in 2011.

ALTAMIR AMBOISE RegistRation Document 2012 3

PRoFiLealtamir amboise is a private equity company listed on the nYse euronext Paris stock exchange (seg-ment B). it invests exclusively alongside or in the funds managed or advised by apax Partners France and apax Partners LLP, two leading private equity firms with 40 years of investing experience.

altamir amboise offers investors access to a portfo-lio of companies with high-growth potential, diver-sifed by geography and by size across the sectors in which apax specialises: telecom, media, techno-logy, Retail & consumer, Healthcare, and Business & Financial services.

the apax funds target leveraged buyouts and growth capital investments in which they are either majority owners or lead investors. By aligning their interests with those of the management teams of the compa-nies in which they invest, apax funds are in a posi-tion to implement ambitious value creation plans.

the company has opted for the status of scR ("société de capital Risque").

coRPoRate goVeRnancealtamir amboise is a French limited partnership by shares (société en commandite par actions, or sca) with limited partners (shareholders) and a general partner (which is also the management company).

generAl pArtneraltamir amboise gérance

Maurice Tchenio - chairman and ceoMonique Cohen - Deputy chief executive officer

the supervisorY BoArDaltamir amboise has a supervisory Board, composed of eight members as of 31 December 2012. these eight members are independent and contribute their experience as heads of companies and as experts in the sectors in which altamir amboise specialises (see their biographies on page 122).

Joël séché (chairman)

Jean Besson

martine charbonnier

gérard Hascoët (absent from the photo)

charles Hochman

sophie Javary

Jean-Hugues Loyez

Philippe santini

4

INVESTMENT STRATEGY

PORTFOLIO ALLOCATION BY BUSINESS SECTOR (Fair value as of 31 December 2012)

Prior to 2011, Altamir Amboise co-invested exclusively alongside the funds managed by Apax Partners France. Altamir Amboise now invests in, and occasionally co-invests alongside, the Apax Partners France and Apax Partners LLP funds.

Since its inception, Altamir Amboise has had the ability to adjust its level of investment alongside or in the funds managed by Apax Partners France every six months, depending on its cash position. This adjustment facility is not yet available for the funds managed or advised by Apax Partners LLP.

The strategy of Altamir Amboise is identical to that of Apax Partners, which is characterised by:

Investments in medium-sized and larger growth companies, located in Europe, North America and the major emerging markets (India, China and Brazil), with the objective of making them leading companies in their sector.

Specialisation by business sector, backed by strong expertise and dedicated teams:- Telecom- Media - Technology- Healthcare - Business & Financial Services - Retail & Consumer

Majority or significant minority interests, through the Apax funds, which provide:

- a strong position for negotiating terms of entry,

- greater control over the company's management,

- strong influence on the timing and mode of exit.

Dynamic portfolio management:

The average holding period for investments is around five years. Rotation is facilitated by the majority positions generally held in the companies.

● TELECOM

● MEDIA

● TECHNOLOGY

● RETAIL & CONSUMER

● HEALTHCARE

● BUSINESS & FINANCIAL SERVICES

<1%

20%

15%

25%

18%

22%

ALTAMIR AMBOISE REGISTRATION DOCUMENT 2012 5

FINANCIAL HIGHLIGHTS

THREE NEW INVESTMENTS IN 2012Amounts invested and committed in millions of euros and number of new investments per year

REALISATIONS IN 2012 Volume of divestments and gains in millions of euros

Follow-on investments

New investments Number of new companies

Proceeds from divestments and related revenue(interest and dividends)

Capital gain on original cost, including related revenue

6.9

9.2

25.019.4

41.3

29.0

69.1

38.5

4.3 1.87.2

117.3

48.2

188.7

109.4

39.9

18.0

1.68.7

6.2

19.5

122.0

108.0

96.4

8.6

63.071.8

49.8

2003 2004

2004

2005

2005

2006

2006

2007

2007

2008

2008

2009

2009

2010

2010

2011

2011

2012

2012

333257733

12.2

18.8

17.4 21.3 6.0

6

NAV PER SHARE GREW 11.3% IN 2012;Increase of 12.9% including the dividend distributed in April 2012

Net Asset Value per share in euros, as of 31 Dec. of each year (share of the limited partners holding ordinary shares)

NAV: PORTFOLIO COMPANY MULTIPLES

Two weighting methods

2004 2005 2006 2007 2008 2009 2010 2011 2012

8.57

10.42

13.92

15.14

9.8

11.5912.1

13.47 13.67

11.03

+11.3% +12.9%

0.2

13.47

Impact of dividend 2012

31/12/07 31/12/08 31/12/09 31/12/10 31/12/11 31/12/12

Number of “LBO/Growth” companies 16 21 20 21 16 15

Enterprise value /EBITDA

Weighting method 1 12.34 8.47 9.31 8.83 9.00 8.28

Weighting method 2 9.86 7.66 9.54 8.60 7.82 8.36

Weighting method 1: Average valuation multiple of “LBO/Growth” companies weighted by each company's weight in the NAV

Weighting method 2: Average valuation multiple of “LBO/Growth” companies weighted by the amounts invested by the Apax Funds

12.1


STRONG PERFORMANCE OF PORTFOLIO COMPANIESChange in EBITDA (calculated using base 100 = 2007)

THE 10 LARGEST INVESTMENTS REPRESENT 84% OF THE PORTFOLIO AT FAIR VALUE

(Sources: Altamir Amboise / 2012 estimates, annual results and analysts' consensus for listed companies)

-4%

4%

15%18%

9%

15%

7%

34%

-18%

-11%

-1% -2%

2008 vs 2007

2009 vs 2008

2010 vs 2009

2011 vs 2010

2012 vs 2011

Variation cumulée

Altamir Amboise portfolio (16 “LBO/Growth” companies) CAC 40 companies (excluding financial institutions)

Investmentsas of 31/12/2012

Costin €m

Fair valuein €m

% of portfolioat fair value

Codilink (Numericable B&L) 29.2 53.4 12.8%

Maisons du Monde 26.3 48.9 11.7%

Altrafin Participations (Altran) 47.5 41.5 9.9%

Financière Hélios (Séchilienne-Sidec) 50.1 38.4 9.2%

THOM Europe (Histoire d’Or-Marc Orian) 40.2 33.6 8.0%

Buy Way 0.0 31.9 7.6%

Infopro 28.2 31.5 7.5%

Capio 20.9 29.6 7.1%

Unilabs 20.7 22.5 5.4%

Alain Afflelou 20.6 20.6 4.9%

Total 10 Investments 283.6 351.9 84.1%

8

CHANGE IN KEY AGGREGATESConsolidated (IFRS) financial statements, in millions of euros, as of 31 December each year

2007 2008 2009 2010 2011 2012

Portfolio 422 356 422 405 321 418

Net cash 70 2 (11) 31 134 98*

Total assets 493 359 423 437 461 521

* Including €10m invested in the AARC fund


FINANCIAL COMMUNICATION

SHAREHOLDER INFORMATION

The Altamir Amboise share is listed on Euronext Paris:

Segment BISIN code: FR0000053837Code: LTA.PAThe Altamir Amboise share price is available on the website: www.altamir-amboise.fr

Altamir Amboise is included in the following indices:

CAC All-TradableCAC SmallCAC Mid & Small 190 STOXX Europe Private Equity 20LPX 50, LPX Composite, LPX Europe, LPX Direct

Stock market data:

2010 2011 2012

Opening price as of 1 January €5.22 €6.44 €6.01

Closing price as of 31 December €6.42 €6.01 €7.40

High €6.50 (22/12/10) €8.32 (02/05/2011) €7.64 (26/03/2012)

Low €4.81 (21/05/10) €5.52 (24/11/2011) €5.68 (28/06/2012)

Average closing price €5.75 €6.93 €6.68

Average daily volume in number of shares traded 40,151 35,531 24,335

Average daily volume in € 230,858 256,023 165,050

Number of shares as of 31 December 36,512,301 36,512,301 36,512,301

Market capitalisation as of 31 December, in €m 234.4 219.4 270.2

SHAREHOLDERS

As of 31 December 2011, shareholders that reported having exceeded the threshold of 5% of the capital were Maurice Tchenio and affiliated companies, Moneta Asset Management, SEB Asset Management and Red Rocks Capital LLC.

Maurice Tchenio and related companies

Moneta Asset Management

SEB Asset Management

Red Rocks Capital

Other Partners of Apax Partners

Other

22.4%

9.8%

55.2%

5.4%

5.0%2.2%

10

Share price and trading volume (source: Euronext)

CONTACT WITH THE FINANCIAL COMMUNITY

Altamir Amboise maintains regular contact with the financial community.

In 2012, the Company held two analyst/investor meetings to present its annual 2011 results and half-year 2012 results (in conjunction with SFAF, the Société Française des Analystes Financiers). In addition, regular meetings were held with finan-cial analysts and institutional investors in the form of road shows, individual meetings or conference calls.

These various events enable the financial community to discuss the Company's strategy, results and outlook with the Management Company.

All of the information published by Altamir Amboise is available in French and English on the website www.altamir-amboise.fr.

Contact: [email protected] TEl: +33 1 53 65 01 00

0

1,600,000

3,200,000

4,800,000

6,400,000

8,000,000

CAC Mid & Small indexLPX Europe TR indexNbr. of shares traded

2008 2009 2010 2011 2012

0

2

4

6

8

10

0

2

4

6

8

10

0

1600000

3200000

4800000

6400000

8000000

Altamir Amboise average closing price


TELECOM

MEDIA

TEChNOLOGY

hEALThCARE

BUSINESS & FINANCIAL SERVICES

RETAIL & CONSUMER

AltAmir AmBoise portFolioas of 31 December 2012

12

ALTAMIR AMBOISE PORTFOLIOas of 31 December 2012

Year ofinvestment

Percentage interest in

the operating company

(0)

Amount invested

and committed

€k

Stage ofdevelopment

(1)

TELECOMDxO Labs 2006 9.58% 2,335 Venture cap.

2,335

MEDIAInfoPro Communications 2007 17.76% 28,153 LBO

Codilink Sarl (Numericable B&L, Cabovisao)(5) 2011 15.77% 29,153 LBO

57,306

TECHNOLOGYAltran Technologies* (Altrafin Participations)(2) 2008 8.04% 47,516 Growth capital

GFI Informatique* (Itefin Participations)(2) 2007 12.74% 39,576 LBO

IEE (Captor) 2004 4.32% (4)1,373 LBO

Vocalcom (Willink)(5) 2011 19.48% 10,482 Growth capital

98,947

HEALTHCAREAmplitude(OrthoFin I, OrthoManagement)(5) 2011 27.27% 18,777 LBO

Capio (Cidra S.à.r.l) 2006 5.48% (4)20,876 LBO

Unilabs (Cidra S.à.r.l) 2007 5.48% 20,663 LBO

DBV Technologies* 2006 2.60% 1,663 Venture cap.

Neurotech 2001 0.71% 883 Venture cap.

62,862


Year ofinvestment

Percentage interest in

the operating company

(0)

Amount invested

and committed

€k

Stage ofdevelopment

(1)

BUSINESS & FINANCIAL SERVICESBuy Way (Wallet, Wallet Investis. 1, Wallet Investis. 2) 2010 38.00% (4)41 BO

Séchilienne-Sidec* (Financière Hélios)(2)(3) 2005 11.86% 50,066 LBO

Texa (Trocadero Participations, Trocadero Participations II, Texa Groupe Investisse-ments, Texa Groupe Management) (5) 2012 28.30% 20,445 LBO

Garda World Security Corporation (6) 2012 NA 2,791 LBO

73,343

RETAIL & CONSUMERAlain Afflelou 2 2012 5.81% 20,617 LBO

Maisons du Monde (Ginkgo B, Abaco) 2008 8.85% 26,271 LBO

Royer 2007 11.12% 20,230 LBO

THOM Europe (European Jewellers I sa, Financière Goldfinger)(3) 2010 10.49% 40,234 LBO

107,352

(0) Percentage interest in the underlying operating company

(1) Venture cap: financing of young, innovative companies

(2) Listed companies held through unlisted holding companies

(3) Directly or through one or more holding companies

(4) Cost partially or totally amortised during debt refinancing or divestment operations

(5) Investment carried out by the Apax France VIII-B fund

(6) Investment carried out the Apax VIII-A LP fund

* Listed company

14

telecom

the major telecommunications companies are maintaining their level of investment, particularly with the deployment of optical fibre. innovative services – 3g, 4g, iP-tV, VoD, etc. – are continuing to develop successfully, particularly mobile internet, which has made significant inroads in Western europe. moreover, telecom operators and internet service providers are continuing to consolidate, reflecting the dynamic nature of the industry as a whole. Despite the turbulence in the financial markets, the backdrop of global recession, and the specific characteristics of local markets, the great majority of telecom players are achieving very positive operating results.

in this context, the investments that we seek out fall into two main categories:First are companies with recurring cash flows, which make it possible to raise debt financing through an LBo transaction. this pertains to telecom operators, cable operators and technology companies that have achieved a certain level of maturity.

the second type of opportunity consists of companies that are currently benefiting from new growth in the sector, but whose cash flow profile allows for only a limited level of debt. in addition to having a first-rate management team and technology that in most cases is proprietary, the businesses we look for have demonstrated their ability to grow rapidly and become leading global players. overall, we closely monitor changes in the sector and the recovery of investment in specific segments, particularly those related to voice-data-video convergence and the development of new mobile services.

www.dxo.com

Dxo Labs is a French company specialising in applied mathematics research for digital image processing. the company develops embedded software technologies that improve image quality while reducing the cost of lenses and sensors. in particular, Dxo Labs targets the camera phone and digital photography markets, and more specifically mobile phone manufacturers and their sub-assembly suppliers.

the company put in a satisfactory performance for the year, with sales totalling €15.5m, up 20% from the previous year. all product lines contributed to this increase. eBit also rose strongly from €2.0m to €3.9m.

although the company's prospect list includes several potentially promising contracts, Dxo's position remains fragile. the company remains highly dependent on fluctuations in the dollar and on the order volumes of principal clients, some of whom are currently suffering in the smartphone market (e.g. nokia and Rim).


the media sector is continuing its rapid transformation. the development of new technologies and the growth of the internet are encouraging the emergence of new models and permanently transforming the industry. in the meantime, the industry is consolidating against the backdrop of a changing regulatory framework. this situation is giving rise to value-creating opportunities. to identify and finance them, we maintain a high level of expertise in all media sectors, combining our know-how in information and telecom technologies. the quality of the management team, the value of the brands, the sustainability of the business models in a digital world and the potential for growth are the decisive factors in our selection of investments. For this reason, we finance high-potential companies in sectors where we have developed real expertise and which offer attractive prospects for growth. the sectors that we favour are business, scientific and technical information, marketing and research services, traditional and online media agencies, rights, premium content and internet content platforms.

meDiA

www.numericable.bewww.numericable.lu

codilink is a holding company that invests in european cable operators. in June 2011, codilink invested in numericable Belgium and Luxembourg ("num B&L"), formerly coditel, a cable operator in Brussels and Luxembourg. num B&L serves 121k subscribers (99k in the Brussels region and 22k in Luxembourg) via its own, fully-digitised cable network covering around 33% of the Brussels region (172k households connected) and around 25% of Luxembourg (42k households connected). in march 2012, codilink invested in cabovisão, a cable operator in Portugal serving 257k subscribers via its network, which covers around 22% of the country (906k households connected).

the performance of these two companies exceeds our initial plans. in 2012, num B&L's revenue reached €69 million (+6% growth compared to the previous year) as a result of the continued increase in triple play penetration and price increases introduced in January. in september, the company finalised its acquisition of aiesH, a cable operator in the mons region in the south of Belgium, which has 12k subscribers.

at the end of December, nine months after the acquisition of cabovisão was finalised, the eBitDa run-rate (i.e. the last month of the year annualised) had almost tripled as a result of the operational improvement plan put in place by the new management team.

16

www.infopro.fr

infoPro communications is a leading business-to-business information media company. the company has grown rapidly and has carried out 25 acquisitions since it was founded in 2001. infoPro communications has built leadership positions in each of its target market segments (automotive, manufacturing, retailing, insurance and tourism) by developing a multimedia offering of must-have products oriented around databases, websites, trade shows and trade publications.

2012 was a year of moderate growth for infoPro communications, with revenues up 5.5% at €134m. the leading position of each of its brands allowed the group to hold up better than the market in a difficult economic environment, notably in the advertising sector. infoPro also continued to develop new solutions for its customers, in particular with respect to the internet and digital sectors.

infoPro communications continued to digitise its activities. its directories are now all online and its web-based platforms continue to develop, on a subscription, lead-generation or advertising basis. Digital activity now accounts for nearly 60% of the group's revenues, excluding trade shows.

infoPro communications continues to pursue its strategy of targeted acquisitions. in 2012, the group acquired inovaxo, a software and global management solutions provider specialising in services to tyre traders, automotive service centres and to distributors of automotive spare parts.

in a market which remains uncertain, infoPro communications projects moderate growth in revenues in 2013.

altamir amboise RegistRation Document 2012 17

technology, central to the strategy and processes of any business, is a sector in constant flux. the opening of a company's information systems to the outside world, the development of network computing and mobile systems, social networks, changing business models and the reservoir of innovation specific to this industry are all generating numerous investment opportunities.

We focus on investment opportunities in the technology segments that match our expertise. these include both hardware and software technologies, emerging applications and services based on the mastery of these new technologies.

our desire to participate in projects with the potential to create significant value, supported by ambitious entrepreneurs, has resulted in our investments in established companies such as iee (developer and manufacturer of sensors for automobile security systems), gFi (it services provider), altran (european leader in innovation consulting) and Vocalcom (customer relationship software).

TECHNOLOGY

(altrafin Participations)

www.altran.com

altamir amboise is a shareholder of altrafin Participations, a holding company controlled by the apax funds. altrafin Participations is the principal shareholder of altran, with 19.0% of its capital and 21.6% of its voting rights.

Founded in 1982, altran is now the european leader in innovation consulting. altran offers premium level consulting services in R&D, technology, strategy and organisation. its clients are the leading global companies in aeronautics and defence, manufacturing, energy, telecommunications, finance and pharmaceuticals. altran has approximately 17,000 employees, including 15,000 consultants, in over 20 countries. it generates 52% of its revenues in France. the company is listed on nYse euronext Paris.

2012 was a very good year for altran. the company posted revenues of €1,456m, an increase of 4.3% organically and 2.6% overall. this increase in revenue came about because of

strong performance in the principal countries in which altran operates, an improvement in the activity mix with the ramping-up of major projects, and better cost control.

on 21 December 2012, altran announced the acquisition of 100% of industrieHansa, a major german consulting and engineering group. this strategic acquisition places altran among the top 5 players in the region. industrieHansa, based in munich, has seen strong growth and today has more than 1,800 employees. the company is expected to generate profit on revenues of around €155m. the finalisation of the transaction, planned for the first quarter of 2013, is subject to the normal closing conditions, notably the approval of the competition authorities.

Despite the current uncertain economic context, management nevertheless projects an increase in the company's revenues and earnings in 2013.

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(Itefin Participations)

www.gfi.fraltamir amboise is a shareholder of gFi informatique through itefin Participations, which owns 30% of gFi informatique's capital. gFi informatique is listed on nYse euronext Paris, segment B.

gFi informatique is a major player in the it services sector in France and southern europe, with four strategic areas of expertise: consulting, systems integration, infrastructure & production, and solutions. gFi informatique covers all stages of the information system life cycle and caters mainly for large corporations, public entities and local authorities.

the group has 9,600 employees, more than 40 branches in France and eight international offices in southern europe, northern europe and morocco.

in 2012, gFi recorded a solid performance and continued its strategic repositioning:

- the company grew by 8.0%, including organic growth of 2.6%;

- the company continued its repositioning towards more recurrent and higher added value activities;

- with the divestment of its canadian activities in march, gFi reinforced its position as a key player in the it service sector in France; and

- merger and acquisition activity continued: purchase of thales Business solutions in october, and cognitis in november.

concerning the outlook for 2013, management remains confident despite the current difficult environment, and gFi should continue to post sound growth and improved operating margins.

www.iee.lu

iee is a pioneer in the development of sensor-based electronic safety systems. the undisputed leader in europe, and also established in north america and asia, iee provides car makers with the electronic systems required by law to adjust airbag deployment force to the passenger's body shape.

the company posted revenues of €165m in 2012, up 2% year-on-year, and eBitDa of €25m, versus €23m in 2011. this robust growth in revenues and profitability is the result of growth in global automotive production in the united states and china in 2012, as well as continued cost optimisation efforts.

in January 2013, the apax funds signed a definitive agreement for the sale of iee to a consortium of strategic chinese investors and an international financial investor. this transaction was finalised in march 2013.


www.vocalcom.com

Vocalcom is a provider of software for multi-channel customer services, including telephone calls, text messages, e-mail, video calls, web contact, social networks, point-of-sale and mobile customer management. owing to their virtualised architecture, Vocalcom's solutions can be used in the cloud and integrated into any iP platform in the market. the company is among the world's leading providers of technological solutions for contact centres, with more than half a million agents in 3,500 centres using its solutions on a daily basis.

in 2012, Vocalcom continued its transformation in line with our initial investment strategy. although the management team is being strengthened as planned, reorganising the sales force has been slower and more costly than initially envisaged. staff departures and the time required for new recruits to come up to speed have had a negative impact on the productivity of the sales staff. as a result, the financial performance of the company is below our expectations: Vocalcom's revenues totalled €36.1m for the year, down 6% on the prior year. eBitDa was negative.

the measures taken over the last months should start to come to fruition and we remain confident of the company's capacity to make up for lost time. the agreement with salesforce.com (world leader in cRm solutions), which came into force in september, is an important milestone in the development of the Vocalcom offer in saas mode and confirms the company's growth potential and the quality of its products.

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heAlthcAre

Healthcare expenditures represent a significant share of individual and collective spending in France (12% of gDP). Despite government efforts to contain these costs, they are expected to grow by 3-4% p.a. over the next 20 years. this growth is supported by structural factors such as an ageing population, increases in the incidence of chronic diseases, the pursuit of well-being and technological progress. Looking beyond the underlying market factors, other trends are developing. Healthcare systems and their financing are under pressure, and patient insurance coverage is changing. these trends are creating opportunities to develop innovative, high-performing companies capable of addressing this growing social need.

thanks to the sector expertise of a team of healthcare industry specialists, we help established companies with strong growth potential to develop in areas such as healthcare services (hospitalisation facilities, home healthcare and medical analysis). We also invest in innovative activities such as medical devices, and in pharmaceutical companies operating in specific niche markets. Finally, we investigate opportunities for investing in related activities such as dermo-cosmetics, formulation development, services and databases for healthcare organisations. the quality of the teams of executives and entrepreneurs is a key factor in our choice of investments.

www.amplitude-ortho.comamplitude is the leading French provider of orthopaedic prostheses for hips and knees. the company designs, outsources the production of and sells a full range of orthopaedic prostheses that compete with the leading us companies in the sector. Founded in Valence, France by olivier Jallabert in 1997, amplitude has experienced rapid organic growth, on the strength of its excellent products and services and its strong network of salespeople.

the funds managed by apax Partners, together with the managers of the company, carried out an LBo on amplitude in June 2011. they hold 85% of the equity of the company. the rest of the capital is held by management.

amplitude performed well in the first half of its financial year 2012-13 (FYe 30 June). sales of prostheses were up 11% compared with the prior-year period at €22.9m, boosted by the French salesforce (up 9% compared with 2011-12) and the recovery in export sales, notably in australia and Brazil (up 26% compared to 2012).

the company plans to capitalise on this momentum in the second half of 2012-13 with the launch of new products and to also explore acquisition opportunities to step up its growth.


www.capio.com

Capio is a leading provider of private healthcare services in Europe. Founded in Sweden in 1994, the group grew quickly through acquisitions. It now manages around 100 clinics in France, Scandinavia and Germany.

In 2007, Capio was acquired by funds managed by Apax Partners SA (including Altamir Amboise), Apax Partners LLP and Nordic Capital. Following this acquisition, Capio shares were withdrawn from the Stockholm Stock Exchange where they had been listed. Capio Sanidad was sold to CVC Capital Partners in February 2011.

Two important events took place in 2012. In the first quarter, Capio won the renewal of the StGorän hospital contract for a term of nine years. In December, Capio acquired Carema (revenues of €200m in 2012) in Sweden, reinforcing its status as the leader in the private hospital sector in that country.

For 2012, Capio posted year-on-year increases in its revenues and EBITDA (expressed in euros)(1) of 9% and 5%, respectively. Capio achieved this performance in a difficult context characterised by pressure on prices in most European countries.

The group generated revenues of €1,196m and EBITDA of €108m in 2012. Revenues in France stagnated in 2012 in a difficult environment, marked by national strikes of medical personnel at the end of the year. In Sweden, volume growth drove the top line higher.

In France, an ambitious multi-year investment programme is planned to boost growth and improve the group's operating profitability.

www.dbv-technologies.comFounded in Paris in 2002, DBV Technologies has developed a skin patch technology patented worldwide for the transdermal administration of proteins and peptides. This technology has proved valuable for diagnosing protein and dairy allergies, and the company has already begun marketing its first product, Diallertest Lait, in France and abroad.

Despite difficult stock market conditions, DBV Technologies carried out an IPO in March 2012 with a market value of €119m, after a capital increase of €40.6m. The FSI (France’s strategic investment fund) invested €15m in the context of the capital increase, becoming a core shareholder with 12.6% of the capital.

Since 29 March 2012, DBV Technologies has been listed on the NYSE Euronext (FR 0010417345 - Symbol: DBV).

In June 2012, the company published preliminary clinical results in the context of its Phase 1b clinical trials of VIASKIN® PEANUT for the treatment of peanut allergies in children. In August 2012, DBV announced the enrolment of its first patient in the context of its Phase 2b European and U.S. clinical trials of VIASKIN® PEANUT.

As of 31 December 2012, the share price of DBV was €8.2, down from its IPO price of €8.86.

technologiesdbv

(1) The functional currency is the euro, but the company’s Articles of Association require the reporting currency to be SEK.

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www.neurotech.frNeurotech is a biotech company specialising in the development of cellular therapies and protein delivery therapies for the treatment of ophthalmological diseases.

It has developed ECT (Encapsulated Cell Technology) and a pipeline of products, of which the most advanced, NT 501 and NT 503, are currently subject to clinical trials for the treatment of pigmentary retinitis and age-related macular degeneration.

In 2012, clinical trials were carried out with patients enrolled in two centres in Mexico and South Africa on the second generation of NT 503 implants with encouraging preliminary clinical results.

In the third quarter of 2012, the company raised $9m through its existing investors, including Apax, in order to continue to develop its clinical trials. Additional funds will need to be raised in 2013.

www.unilabs.comUnilabs is a major pan-European company in the field of medical laboratory testing. It was formed by the acquisition of Swiss company Unilabs in 2007 and its merger with Capio's diagnostics business in 2008.

In 2012, Unilabs posted sales of €546m and EBITDA of €96m, representing growth of 13% and 5% respectively, in a context where the historical base suffered from falling prices, notably in Switzerland and Portugal. In 2012, the group acquired around 30 laboratories for €130m. Only part of these companies’ results were reflected in the 2012 accounts, as a significant number of the acquisitions took place in the second half of the year.

As a result of the pressure on prices, margins contracted slightly in 2012, despite the efforts of the new management team to reduce operating costs in head-office functions (purchasing) and in operations, where the network of technical platforms was restructured.

At the end of 2012, shareholders approved the continuation in 2013 of the strategy of acquiring small laboratories. Unilabs obtained a new €50m line of financing from its pool of bank lenders, which should be matched by an equivalent equity investment.


Business services have demonstrated strong overall resilience to the current cycle. For the major groups, the outsourcing of non-strategic service activities has proved to be an efficient response to the difficult environment. it effectively allows companies to control operational and functional costs, to adapt to increasingly complex regulatory provisions and to positively manage social issues. given this environment, companies specialised in business process outsourcing and facility management continue to benefit from the growing number of outsourcing RFPs. in these fields we are also seeing independent players emerge to take advantage of divestments by diversified groups. through their strong experience in build-up operations and their expertise in the sector, our dedicated Business & Financial services team is a partner of choice for talented managers building leading companies in these fast-growing activities.

Business & FinAnciAl services

www.buyway.beBuy Way Personal Finance is one of the leading consumer credit institutions in Belgium and Luxembourg. in particular, it is the leader in retailer co-branded credit cards (consumer products, electronics, etc). Historically a subsidiary of BnP Paribas, Buy Way manages approximately €400m in outstanding credit and employs around 200 people. the business is divided between:- credit cards (issuing and managing cards,

managing revolving credits); and- personal loans (including consumer and car

loans).

in addition to its credit institution operations, Buy Way has developed a credit card management business for third parties, forming a joint venture with KBc Bank.

since the apax funds and altamir amboise took control in october 2010, Buy Way has negotiated a partnership with ing to convert the car loan business into a more profitable and less risky broker business in the context of current financing costs. it has also taken a strategic decision to withdraw from personal loans and focus on credit cards.

2012 was a very good year, with stable credit outstanding and controlled cost of risk. net banking income amounted to €46.7m, vs. €43.0m in 2011, and net income excluding exceptionals stood at €16.7m, vs. €10.8m in 2011. 2013 is expected to be in line with 2012.

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www.gardaglobal.com

montreal-based garda, is one of the world leaders in security and cash logistics. its 45,000 highly qualified staff are among the best-trained in the industry, serving the needs of a diverse client base situated in north america, Latin america, europe, the middle east, africa and asia. garda's clients operate in a wide range of sectors and industries, including financial institutions, mass-market retailers, insurance companies, government institutions and humanitarian organisations, as well as natural resource, construction and telecommunications industries. garda posted revenues of c$1.2bn in financial year 2012.

www.sechilienne-sidec.comaltamir amboise and the apax funds are shareholders of séchilienne-sidec both directly and through the holding company Financière Helios, and hold 42.3% of the company's shares. séchilienne-sidec, listed on euronext Paris segment B, designs, builds and operates steam and electric generation facilities. its energy sources include fossil fuels, biomass, wind and solar power. the company's activities are concentrated in energy production using bagasse/coal-fired cogeneration plants in the French overseas departments, the islands of the indian ocean and, more recently, the development of solar energy in metropolitan France. séchilienne-sidec provides 50% of total electricity production in Reunion and guadeloupe and 30% in mauritius.

in 2012, the company posted revenues of €383m, up 6% over 2011, and eBitDa of €127m, up 15% (excl. tax incentives). three important events took place in 2012. the thermal power stations turned in very good operating performances; the company acquired a majority stake in methaneo, a pioneering French biomethanisation company, in may 2012; and the company decided to end its development of wind energy, selling its wind energy assets to eDF in an agreement signed in December 2012.

management’s objectives for 2013 are eBitDa of €124m, up 3% compared to 2012 eBitDa restated for wind energy (excl. tax incentives), and net earnings of €35m, up 8% compared to 2012 net earnings restated for wind energy (excl. tax incentives).


www.texa.frtexa is one of France's leading loss adjusters, specialising in fire, accident and other risks, and in large technical risks. its clients are major insurers. created in 1987 by the merger of six loss adjusters, texa has expanded rapidly, through a combination of organic growth and via acquisitions of independent loss adjusters. initially specialising in large technical risks, texa has expanded into all other non-life insurance segments (theft, fire, water damage, property damage, third-party liability, business interruption, construction etc.), with the exception of auto insurance. the group has also been active in the property diagnosis market following its purchase in 2009 of alloDiagnostic, France's first integrated national network of property diagnosis inspectors.

the funds managed by apax Partners acquired texa via an LBo in october 2012. they hold 70% of the equity of the company. the rest of the capital is held by the outgoing shareholders and the company's management.

For 2012, texa generated revenues of €110.2m, up 4% over 2011. the increase was driven by the loss adjusting activity and was in line with our expectations.

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retAil & consumerthe desire of consumers to find differentiated, attractively-presented goods and services has created an extremely wide range of opportunities for consumer goods and specialist retailers. these businesses are coming up against increasing complexity and have to face new challenges. new distribution channels such as e-commerce have emerged, retailers need to develop close, personalised customer relationships, and sustainable development must be integrated into the business. the best-performing brands and store chains will meet these challenges. the slowdown in global consumption, however, is highlighting how consumers are becoming increasingly selective, assessing different brands before purchasing, as they see limited growth in their purchasing power in the near future.

the investment strategy of apax Partners in specialist retailing and consumer goods is designed to support ambitious entrepreneurs who want to build leading companies in their market, founded on strong and differentiated store or retail concepts, and on brands or store names with a broad and authentic footprint.

apax Partners is interested in all segments of this market: home appliances, personal goods, direct retail and e-commerce, B-to-B distribution, and major-brand and store-brand consumer goods, with a preference for concepts in which the range of products and services is created and controlled by the retailer.

www.alainafflelou.comalain afflelou, a leading optical retail chain in France and spain, was formed in 1972. as of 31 December 2012, the company has a network of 1,120 points of sale, including 771 in France, 257 in spain and 92 in other countries.

in 2012, apax Partners and Lion capital joined forces to acquire a majority stake in the group alongside alain afflelou and the management team.

in financial year 2011-12 (FYe 31 July), the alain afflelou group generated €286m in revenues, up 49% year-on-year, and €70.4m in eBitDa, up €4.5m. the major event of the financial year was the integration of the French

branch network into the group.

in addition, management is actively working to develop the group within the French and international optical market as well as to roll-out a hearing aid business, the market for which is projected to grow significantly in the coming years.


www.maisonsdumonde.comapax Partners and LBo France joined forces to acquire a majority stake in maisons du monde, alongside the management team and nixen.

maisons du monde is a retail chain specialising in home decor and furnishings. Founded in 1996, it has become one of the leading French brands in this market owing to its unique positioning: a range of quality products based around major fashion trends, at attractive prices. With a presence in France, Belgium, spain and italy, the brand has 226 stores in shopping centres, city and town centres and suburbs. maisons du monde has also launched a europe-wide e-commerce website (www.maisonsdumonde.com).

in 2012, maisons du monde posted revenues of €495m, up 17% compared to 2011. the increase resulted from a combination of factors. eighteen new stores were opened, and comparable-store sales grew by 6%, driven by an increase in the number of furniture sKus and a renewal of the range of decor items. at the same time, e-commerce sales continued to see strong growth.

growth in eBitDa exceeded that of sales in 2012, as a result of management’s efforts to boost profitability.

in 2013, maisons du monde will continue its new store strategy, opening around 20 new points of sale in France and abroad.

www.grouperoyer.comWith around 30 million pairs sold in 2012, Royer is europe's second-largest seller of shoes (licences and brands owned by the group). it distributes some 30 brands (converse, new Balance, Kickers, Hello Kitty, stephane Kélian, charles Jourdan etc.), primarily through independent retailers, specialist retail chains, mass market retail chains and e-commerce sites.

in January 2007, the group took a major step in its development when it became the owner of Kickers, the well-known French brand of colourful shoes sold around the world. in the same year, the children's segment was strengthened with the acquisition of the chipie licence. Royer then established a high-end segment over the next two years by acquiring the stephane Kélian and charles Jourdan brands.

in 2012, Royer's revenues were €269m, down 12% compared to 2011, principally due to: (i) the challenging mass market environment (down 30% vs. FY11); and (ii) the decline in the children's sector (down 8%). the group's other activities remained stable, particularly the sport sector: the increase in new Balance sales balanced the continued decline in converse.

eBitDa suffered because of the fall in sales and an unfavourable product mix. given the economic context, Royer projects only moderate growth in sales and eBitDa in 2013.

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(ThOM Europe)

www.histoiredor.comwww.marc-orian.frapax Partners and Bridgepoint capital joined forces to acquire Histoire d'or and marc orian, alongside the management team of Histoire d'or and Qualium, the former shareholder of marc orian. the acquisition was completed in october 2010.

combining the two groups resulted in the creation of tHom europe, one of the leading sellers of jewellery in europe. the group operates in France, italy, Belgium and Portugal, through a network of 540 company-owned stores, primarily located in shopping centres. tHom europe operates three chains: Histoire d'or and marc orian, offering a mid-range line, and trésor, offering fashion jewellery.

as of the end of 2011, the two chains had been fully integrated, ahead of schedule. the major events in 2011 were the acquisition of two small jewellery chains in northern italy (19 stores), making tHom europe one of the main participants in the italian jewellery market. Lastly, a new jewellery concept was launched under the name of trésor Paris in november 2011.

in financial year 2011-12 (FYe september 2012) tHom europe achieved sales of €344m. Both sales and eBitDa fell slightly short of those of the previous year, due to (i) difficulties in positioning the new trésor concept; and (ii) the end of the price discount policy previously employed in the marc orian stores.

For 2012/2013, management projects stable sales and eBitDa, in a difficult consumer environment, in particular that of jewellery. nevertheless, the group launched several important initiatives to restart growth: (i) the trésor fashion concept was replaced with a trésor low-cost concept, which got off to a very positive start in December 2012; and (ii) an e-commerce site will be launched in spring 2013.


MANAGEMENT REPORT

TO SHAREHOLDERS AT THEIR COMBINED ANNUAL GENERAL MEETING HELD TO APPROVE THE 2012 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

I. The Company's position and outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 II. Financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 III. Share price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 IV. Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 V. Allocation of net income as proposed by the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . 37 VI. Allocation of attendance fees to members of the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . 37 VII. Regulated agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 VIII. The Company's governing bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 IX. The Company’s financial resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 X. Liquidity of Altamir Amboise shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 XI. Remuneration of corporate officers and the Management Company

and list of positions and directorships held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 XII. Transactions carried out by executives on Altamir Amboise securities . . . . . . . . . . . . . . . . . . . . . 41 XIII. Factors that could have an impact in the event of a takeover bid. . . . . . . . . . . . . . . . . . . . . . . . 42 XIV. Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 XV. Social and environmental impact of the Company's activity

- Seveso facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 XVI. Principal risks and uncertainties facing the Company

and information on the Company's use of financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . 42 XVII. Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 XVIII. Authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 XIX. Payment terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 APPENDIX I TO THE MANAGEMENT REPORT List of positions and directorships held by the corporate officers . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 APPENDIX II TO THE MANAGEMENT REPORT Results and other Company data over the last five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 APPENDIX III TO THE MANAGEMENT REPORT Acquisitions of equity interests and controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

REPORT OF THE SUPERVISORY BOARD TO SHAREHOLDERS AT THEIR COMBINED ANNUAL GENERAL MEETING HELD TO APPROVE THE 2012 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . 51

I. Company position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 II. Annual financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 III. Proposal for the allocation of net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 IV. Allocation of attendance fees to members of the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . 52 V. The Company's governing bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 VI. Liquidity of Altamir Amboise shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 VII. Regulated agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 VIII. Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

CHAIRMAN’S REPORT ON THE CONDITIONS UNDER WHICH THE WORK OF THE SUPERVISORY BOARD WAS PREPARED AND ORGANISED AND ON THE INTERNAL CONTROL PROCEDURES IN PLACE WITHIN THE COMPANY . . . . . . . . . . . . . . . . . 55

Conditions for the preparation and organisation of the Board's proceedings – Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Internal control procedures implemented by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 INFORMATION ON SOCIAL, ENVIRONMENTAL AND SUSTAINABLE DEVELOPMENT MATTERS, AS WELL AS MEASURES TO COMBAT DISCRIMINATION AND PROMOTE DIVERSITY . . . . . . . . . . . . . . . . . 66

STATUTORY AUDITORS' REPORT ON THE REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD . . . . 67

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MANAGEMENT REPORT MANAGEMENT REPORT TO SHAREHOLDERS

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MANAGEMENT REPORT TO SHAREHOLDERSAT THEIR COMBINED ANNUAL GENERAL MEETING HELD TO APPROVE THE 2012 FINANCIAL STATEMENTS

Shareholders:

As required by law and our Articles of Association, we have called this Annual General Meeting to deliver our report on the position and the activities of the Company during the financial year ended 31 December 2012 and to submit for your approval the annual financial statements for that year. We will provide you with all details and additional information regarding the documents required under current regulations, which have been made available to you in the time frame required by law.

In 2012, the private equity market faced a difficult environment, following the slowdown that occurred in the second half of 2011. The European sovereign debt crisis made the macroe-conomic outlook uncertain. As a result, the European buy-out market experienced an overall contraction both in the number and size of transactions.

Nevertheless, after a record year for divestments in 2011, Altamir Amboise posted a satisfactory performance in 2012. The Company invested or committed €49.8m in three new compa-nies that have strong potential for future growth. These amounts include investments made through the Apax France VIII-B fund and the Apax VIII LP fund. The Company carried out eight full divestments and received €39.9m in proceeds and revenue, including €18.0m in capital gains and revenue.

Owing to the favourable operating performance of the companies in the portfolio, and to higher share prices for listed companies, Altamir Amboise will be able to distribute a dividend on 2012 earnings to its shareholders.

Two important items related to performance:

- Net Asset Value (NAV), calculated according to IFRS, stood at €13.47 per limited partners' ordinary share as of 31 December 2012, representing an increase of 11.3% year-on-year (€12.10 at 31 December 2011). The increase was 12.9% after taking into account the dividend of €0.20 per share distributed during the year. NAV increased year-on-year, because i) capital gains were realised on sales during the financial year, ii) the share prices of listed companies rose and iii) the companies in the portfolio turned in excellent operating performances. Their EBITDA rose 6.5%, whereas the EBITDA of the CAC 40 companies (excl. finan-cials) declined by 0.7%. This more than made up for the decline

in the multiples used for valuation from 9.0x as of 31 December 2011 to 8.28x(1) as of 31 December 2012.

- Net Asset Value is the most relevant financial indicator for reviewing the Company's business activity. It is calculated by valuing the investments based on International Private Equity Valuation (IPEV) guidelines. This organisation includes a large number of professional associations, including the EVCA (European Venture Capital Association). NAV per share is stated net of the portion attributable to the general partner and to the holders of Class B shares.

- Statutory net income totalled €52.5m, vs. €120.0m in 2011. It corresponds mainly to capital gains realised during the finan-cial year and to reversals of provisions reflecting improvement in the share prices of listed companies.

I. THE COMPANY'S POSITION AND OUTLOOK

A. CHANGE IN ASSETS DURING FINANCIAL YEAR 2012

The Apax France VIII-B private equity fund and the Apax VIII LP fund, through which Altamir Amboise invests, are included in the following figures.

Investments

❱ The Company invested and committed €49.8m during the year, vs. €71.8m in 2011. This amount included:

• €43.8m (€50.5m in 2011) in three new investments:

- The Company co-invested, alongside the Apax France VII fund, €20.6m in the new company that holds Alain Afflelou as part of a change in the majority ownership.

- The Company invested €20.4m via the Apax France VIII fund in a new company, Texa, a leading French insurance loss adjuster.

- Lastly, the Company invested €2.8m via the Apax VIII LP fund (based on its minimum commitment of €60m) in Garda, the Canadian leader in security and cash logistics solutions.

• €16.8m in follow-on investments in portfolio companies, including €9.1m in Codilink to back it in its acquisition of the Portuguese company Cabovisao and €3.9m in Unilabs to finance its growth.

• €10.8m in collateral reimbursement following a rise in the share price of Altran.

Net investments and commitments for the financial year thus totalled €6.0m.

(1) The weighting method was changed and is now based on the valuations used in NAV calculations, rather than on historical cost. Under the previous method, the weighted average of multiples would have been 8.36 times EBITDA in 2012 vs. 7.8 times in 2011.

1MANAGEMENT REPORT MANAGEMENT REPORT TO SHAREHOLDERS


Appendix 3 contains the detail of investments, as required by Articles L.233-6 and L.233-7 of the French Commercial Code, which caused shareholdings to cross certain thresholds (5%, 10%, 20%, 33.33%, 50% and 66.66% of the capital or voting rights) as defined in Article L.247-1 of the same Code.

Divestments

❱ Divestments and revenue during the year totalled €39.9m, vs. €188.7m in 2011 and were composed of proceeds from sales of €25.5m (€171.0m in 2011) and revenue of €14.4m (€17.7m in 2011).

❱ These €39.9m primarily included:

• €33.0m in full divestments (Alain Afflelou, Arkadin, ASK, Cognitis, Hybrigenics, Newron, Parkeon, Season), plus earn-outs on previous divestments,

• €6.9m in partial divestments, most of which corresponded to the Buy Way’s reduction of share capital.

❱ Divestments and revenue represented €18.0m in net gains, composed of €3.6m in capital gains over cost (€91.7m in 2011) and €14.4m in related revenue, interest and dividends (€17.7m in 2011).

Cash holdings❱ Altamir Amboise's cash holdings as of 31 December 2012 were €97.9m in its statutory statements (including the €10m invested in the AARC fund), vs. net cash of €132.3m as of 31 December 2011.

The Company had short-term credit lines totalling €26.0m, which it did not use during the year. As an SCR or "société de capital risque" (special tax status for certain private equity and other investment companies), Altamir Amboise may not have debt in excess of 10% of its net book value, i.e. €43.6m as of 31 December 2012.

❱ CommitmentsThe Apax France VII fund is not fully invested. Altamir Amboise could make follow-on investments in portfolio companies of up to €20m alongside this fund.

Altamir Amboise has committed to investing between €200m and €280m in the Apax France VIII fund. The amount called as of 31 December 2012 was €86.6m. The balance to be invested is therefore between €113.4m and €193.4m. This amount can be adjusted every six months based on the Company’s foreseeable cash position.Altamir Amboise has also committed to investing €60m in the Apax VIII LP fund, or 1% of the fund, up to a maximum of €90m. On this basis and given that the Company has already invested €3.6m, the balance to be invested is between €56.4m and €86.4m, depending on the final size of the fund. The Management Company does not have the ability to revise its commitment every six months. The total commitment is between €169.8m and €279.8m.

❱ The portfolio as of 31 December 2012 included 20 companies.The portfolio as of 31 December 2012 included 20 equity investments, excluding escrow accounts, comprised primarily of growth companies, distributed among Altamir Amboise's six sectors of specialisation.

B. OTHER SIGNIFICANT EVENTS IN 2012

a. International expansion of the investment strategy

In 2012, Altamir Amboise made a commitment to invest a minimum of €60m in the Apax VIII LP fund, advised by Apax Partners LLP, or 1% of the fund, up to a maximum of €90m.

Investing in funds managed by Apax Partners LLP will enable Altamir Amboise to:

1) remain faithful to its investment strategy: Apax Partners LLP and Apax Partners France share the same investment strategy. They invest in growth companies as the majority or lead share-holder, with ambitious value-creation objectives, and they specialise in the same sectors;2) diversify geographically and in terms of transaction size: Apax Partners LLP invests in Europe (outside France), North America and the principal emerging economies (Brazil, China, India), relying on its well-staffed team of 100 experienced profes-sionals distributed through its nine worldwide offices. Apax Partners LLP carries out its LBO and growth capital transactions on larger companies: €1-5bn in enterprise value, vs. €100m-€1bn for Apax Partners France.3) capitalise on the performance of two management companies (Apax Partners LLP and Apax Partners France) that are leaders in their respective markets: During financial year 2012, the Management Company maintained Altamir Amboise's share of new Apax France VIII-B investments at a level corresponding to the upper end of its commitment range, i.e. €280m.

b. Business taxes (contribution économique territoriale)

The Company was subject to a tax audit on the calculation of the “CET” business tax (contribution économique territoriale), for financial years 2010 and 2011. Because the wording of the legislation is unclear, the Company had declared a reduced tax base and explained its reasoning to the tax authority. The 2011 financial statements included a provision for a potential additional tax liability. The tax authority did not accept the Company’s interpretation and concluded that the tax charge was €2,438,098, of which €1,688,555 was provisioned as of 31 December 2011. The remainder, €749,543, was provisioned in the 2012 financial statements.As the Company had expressly indicated the choice made, no penalty was imposed.The Company will request relief from this assessment from the tax authority; if this fails it will initiate litigation.

32

C. SIGNIFICANT EVENTS SINCE 31 DECEMBER 2012

1. The Apax VIII LP fund announced that it had made a commit-ment to acquire the US company Cole Haan, a leader in the design and distribution of premium footwear and related accessories. The acquisition took place in February 2013.

2. A definitive agreement has been signed with a Chinese consortium to sell IEE. The transaction is expected to close no later than 31 May 2013, after approval by the relevant authorities. The company was valued in the year-end finan-cial statements at its sale price.

3. For financial year 2013, the Management Company has decided that Altamir Amboise's share of any new Apax France VIII-B investment will correspond to the upper end of its commitment range, i.e. €280m.

D. NEW DIVIDEND DISTRIBUTION POLICY

Altamir Amboise engaged a well-regarded investment bank to carry out a comparative study of the stock market performance of listed private equity companies in Europe.

After selecting a sample of companies comparable to Altamir Amboise, the research team aimed to measure the stock market performance with respect to a series of criteria inclu-ding strategy, economic performance, dividend policy, share buybacks, capital raising and communications policy. The study was based on quantitative analyses of the companies in the sample over the last ten years and on interviews with Altamir Amboise shareholders, with shareholders of other listed private equity companies and with analysts specialised in the sector.

The study showed that the principal driver of stock market performance is economic performance, followed by a company’s dividend distribution policy. The study showed that shareholders expect a dividend payout every year, with good visibility on the amount and growth therein over time.

The Management Company is proposing that the Supervisory Board adopt the recommendations of the study starting with 2012. Specifically it is proposing that the dividend paid to ordinary shareholders be based on NAV as of 31 December of each financial year rather than on statutory net income. This change in the calculation base will have two immediately tangible and positive consequences for shareholders:

a) certainty of an annual dividend payment, whereas statutory net income is variable and sometimes led in past years to no dividends being paid.b) as the Management Company’s objective is to grow NAV, while maintaining a constant distribution percentage over time, the dividend should, except in periods of market crisis, increase over time.

Conversely, this new approach will have two drawbacks compared to the current situation:

- For the years in which divestment activity is high, the dividend will be lower than it would have been under the existing approach;

- It will complicate cash management.

The Management Company has noted the Board’s intention to set a range of 2-3% of NAV and to set the percentage for this year at 3%.

Based on the current discount of 39%, the yield on the share for 2012 will be 4.9%. For information, the table below shows the dividends that would be paid in 2012 under the new and the previous dividend policy:

Previous policy New policy

BaseStatutory

net incomeNAV as of

31/12/2012

Amount €52.5m €492m

Percentage 20% 3%

Dividend amount €10,588,567 €14,970,043

E. TRENDS

2012 was a mixed year for the European private equity sector in terms of investment and funds raised. Nevertheless, private equity companies delivered total shareholder return of 28%, as measured by the LPX Europe index, resulting from healthy growth in their NAV and a decrease in their average discount.

The market anticipates, as we do, a renewed cycle of invest-ment and divestment and further growth in NAV in 2013, despite difficult economic conditions.




F. PROFIT FORECASTS AND ESTIMATES

Because of the nature of its activities, and because its results are highly dependent on the amount and number of its divest-ments, the Company does not plan to issue any earnings forecasts or estimates.

G. FINANCIAL COMMUNICATIONS POLICY

Every quarter, the Company publishes its financial results and a press release on changes in NAV.It provides a more comprehensive briefing at the end of each six-month accounting period and hosts two information meetings per year for analysts and investors. Every significant investment or divestment is announced in a press release.Every significant capital transaction is announced in a letter to shareholders.

An investor relations director was recruited in early March 2012.

All information concerning the Company's portfolio and results are available on its bilingual website: www.altamir-amboise.fr

II. FINANCIAL INFORMATION

The most relevant financial information is the Net Asset Value (NAV) per share, which is obtained from the consolidated (IFRS) balance sheet.

Net Asset Value (NAV), calculated according to IFRS, stood at €13.47 per limited partners' ordinary share as of 31 December 2012, representing an increase of 11.3% year-on-year (€12.10 at 31 December 2011). The increase was 12.9% after taking into account the dividend of €0.20 per share distributed during the year.

The main components of the statutory and consolidated (IFRS) financial statements are presented below.

A. STATUTORY EARNINGS

Due to the specific nature of its business, the Company does not post sales revenues.

Its statutory net income serves as the basis for the calculation of distributable profit. Nevertheless, it is not representative of the quality of Altamir Amboise's portfolio, nor of its perfor-mance. This is because, in contrast to IFRS, the statutory state-ments reflect provisions for the unrealised losses in equities, but not unrealised capital gains.

Statutory net income for financial year 2012 was €52.5m compared with net income of €120.0m for 2011.

It broke down as follows:

(in thousands of euros) 2012 2011

Income from cash management and operating activities

-8,508 -9,454

Income from portfolio management activities

60,814 128,288

Extraordinary income 265 1,545

Extraordinary expenses 74 373

Net income 52,498 120,006

In order to make the income information more readily unders-tandable, income from portfolio companies (dividends and interest) and any allocations to interest receivable and losses on receivables are presented under “Portfolio management activities".

A net provision of €5.9m was recognised in 2012 to offset accrued interest on convertible bonds or equivalent securi-ties. This interest was already included in company valuations (under IFRS) and is also generally included in the sale price of companies, whereas the companies themselves do not pay the interest directly.

Income from portfolio management activities broke down as follows:


Net realised capital gains 3,635 125,968

Reversals of provisions on divestments and losses

3,665 24,659

Subtotal – gains realised during the year 7,300 150,627

Provisions on equity investments 12,870 45,452

Reversals of provisions on equity investments

52,023 4,541

Subtotal – unrealised gains/(losses) 39,153 -40,911

Related revenue, interest and dividends 14,361 18,572

Income from portfolio management activities

60,814 128,288

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B. STATUTORY BALANCE SHEET

Total assets as of 31 December 2012 were €438.6m.

Assets consisted of €90.3m in securities recognised as portfolio investments, €205.1m in equity investments, €40.5m in related receivables, €0.6m in other short-term financial investments (Altamir Amboise shares held under the liquidity agreement), €4.4m in other receivables, €94.1m in marketable securities and €3.7m in cash and cash equivalents (interest earning accounts).The securities recognised as portfolio investments as of 31 December 2010 were transferred to equity investments as of 1 January 2011, as Altamir Amboise's investments meet the definition of equity interests, as confirmed by the French Council of State in its two decisions of 20 October 2010.

The marketable securities of €94.1m included €10m invested in AARC, a fund of hedge funds advised by Apax Partners LLP.

Liabilities and shareholders’ equity consisted primarily of €436.1m in shareholders’ equity, €0.3m in supplier payables and €2.3m in taxes payable (CET). Off-balance-sheet commit-ments amounted to €193,334k in maximum commitments made by the Company to invest in the Apax France VIII-B fund (net of investments already made), €86,400k in the Apax VIII LP fund (net of investments already made) and €983k in guarantees on securities sold.

C. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (IFRS)


Changes in fair value of the portfolio 81,339 -25,861

Valuation differences on divestments during the year

-10,720 42,726

Other portfolio income 14,361 19,553

Income from portfolio investments 84,980 36,418

Gross operating income 67,921 23,439

Net operating income 54,859 18,106

Net financial income attributableto ordinary shares

2,195 668

Net income attributable to ordinary shares 57,054 18,775

Net capital losses on disposals totalled €10,720k and reflected the valuation difference between the sale price of the invest-ments and their fair value under IFRS as of 31 December of the preceding year (rather than the capital gain realised in relation to the cost).

Other net portfolio income amounted to €14,361k and consisted of dividends and interest received and accrued financial income. Most of these revenues were related to divestments.Gross operating income is calculated after operating expenses for the year.Net operating income amounts to gross operating income less the share of earnings attributable to the general partner, the Class B shareholders and the Class C shareholders of Apax France VIII-B.Net income attributable to limited shareholders includes income on marketable securities and other short-term investments and related interest and expenses.

D. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IFRS)


Total non-current assets 422,509 321,417

Total current assets 98,697 139,324

Total assets 521,206 460,741

Total shareholders' equity 491,690 441,812

Portion attributable to general partner and Class B shareholders

24,082 16,799

Other non-current liabilities 2,712 162

Other current liabilities 2,722 1,968

Total liabilities and shareholders' equity 521,206 460,741

The change in shareholders' equity for the year was as follows:

(in thousands of euros)

Shareholders' equity as of 31 December 2011 441,812

Consolidated (IFRS) earnings for the year 57,054

Transactions on own shares 115

Distribution of dividends to holders of ordinary shares -7,291

Shareholders' equity as of 31 December 2012 491,690

E. VALUATION METHODS

Altamir Amboise uses valuation methods that comply with the International Private Equity Valuation (IPEV) guidelines.The funds in which Altamir Amboise invests apply the same valuation rules.The IPEV rules have changed and now take into account the liquidity of peer-group companies.




After surveying a certain number of asset management compa-nies, Apax Partners and Altamir Amboise have opted for a more finely-tuned methodology for determining discounts.

1. Previous approachA trading discount of up to 30% was applied to a large number of investments. This discount was maintained over the entire lifetime of the investment.

2. New approachA liquidity discount is calculated on the basis of:- Performance quality,- The position of Apax Partners/Altamir Amboise in the capital

structure (minority vs. majority, exit rights, etc.),- The level of mergers & acquisitions activity in the sector,- Management's ability to influence Altamir Amboise's exit from

the capital,- The liquidity of comparable companies.As a result, the discount varies from one company to another and over time. It is set between 0 and 30%.The change in the discount between 30 June and 31 December 2012 caused valuations to rise by €11.4m, increasing NAV per share by €0.25 after deduction of dividends paid pursuant to the Articles of Association.

F. IMPACT OF IFRS

The merger of Altamir & Cie and Amboise Investissement caused a number of shareholders to cross statutory share ownership thresholds.The Company adopted IFRS on 30 June 2007, with accounts from 1 January 2006 restated under IFRS.Altamir Amboise therefore produces two sets of financial state-ments:- statutory financial statements- consolidated (IFRS) financial statementsThe switch to IFRS resulted in the value of portfolio securities appearing directly in the financial statements. This means that the net asset value attributable to limited partners can now be determined directly. The IFRS financial statements also take into account treasury shares.The consolidated accounts include the Apax France VIII-B private equity fund, in which the Company holds the majority interest. The Apax VIII LP fund is not consolidated.

III. SHARE PRICE

• Altamir Amboise's share price over the period from 1 January 2012 to 31 December 2012 (source: Euronext)

High (closing price) Low (closing price) Volume traded

Price €7.64 €5.68 6,141,964

As of 31/12/2012 As of 31/12/2011

Price €7.40 €6.01

Since 18 December 2009, Altamir Amboise has been included in the CAC Small (formerly CAC Small 90), CAC Mid & Small and CAC All-Tradable (formerly SBF 250) indices.

• Altamir Amboise's share price over the period from 1 January 2011 to 31 December 2011 (source: Euronext)

High (closing price) Low (closing price) Volume traded

Price €8.32 €5.52 9,323,989

As of 31/12/2011 As of 31/12/2010

Price €6.01 €6.42

36

IV. SHAREHOLDERS

Pursuant to Article L.233-13 of the French Commercial Code, we indicate below the shareholders who directly or indirectly as of 31 December 2012 held more than 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90%, or 95% of the share capital or voting rights at Shareholders' Meetings.

Breakdown of share capital and voting rights as of 31 December 2012:

Shareholders Number of shares as of 31/12/2012

% of share capital as of 31/12/2012

Number of voting rights as of 31/12/2012

% of voting rights as of 31/12/2012

Shareholders who declared crossing a threshold

Apax Partners SNC 7,942,766 21.75% 7,942,766 21.77%

Apax Partners SA 226,310 0.62% 226,310 0.62%

Sub-total: Maurice Tchenio and related companies (1) 8,169,076 22.37% 8,169,076 22.39%

Other partners of Apax Partners 812,493 2.23% 812,493 2.23%

Red Rocks Capital 1,821,953 4.99% 1,821,953 4.99%

Moneta Asset Management 3,562,214 9.76% 3,562,214 9.77%

SEB Asset Management 1,979,908 5.42% 1,979,908 5.43%

Treasury shares (liquidity agreement) 33,000 0.09% 0 0

Free float 20,133,657 55.14% 20,133,657 55.19%

Total ordinary shares 36,512,301 99.95% 36,479,301 100%

Class B shares 18,582 0.05%

Grand total 36,530,883 100.00%

1) The concert group formed by Apax Partners SA, controlled by Maurice Tchenio, and the partners of Apax Partners SA, was dissolved in 2012.


Pursuant to Articles L.233-7 et seq. of the French Commercial Code, we inform you that the following cases of thresholds being crossed were reported to us during the year:

In a letter received on 30 March 2012, Moneta Asset Management (17 rue de la Paix, 75002 Paris, France), acting on behalf of funds it manages, declared that on 29 March 2012 it moved:

- Above 10% and 15% of the share capital and voting rights of Altamir Amboise and held 5,823,475 Altamir Amboise shares, representing the same number of voting rights, i.e. 15.95% of the share capital and voting rights of the Company;

- Below 10% and 15% of the share capital and voting rights of Altamir Amboise and held 3,562,214 Altamir Amboise shares, representing the same number of voting rights, i.e. 9.76% of the share capital and voting rights of the Company (AMF notice no. 212C0453).

Red Rocks Capital LLC, domiciled at 251 Genesee Trail Road, suite 250, Golden, CO 80401, USA, and controlled by Adam Goldman and Mark Sunderhuse, moved:

- Below 5% of the share capital and voting rights of the Company on 11 September 2012 and held at that date 1,821,953 Altamir Amboise shares, representing the same number of voting rights, i.e. 4.99% of the share capital and voting rights of the Company (AMF notice no. 212C1196). Red Rocks crossed this threshold after selling Altamir Amboise shares in the market;

- Above 5% of the share capital and voting rights of the Company on 23 January 2013 and held at that date 1,843,500 Altamir Amboise shares, representing the same number of voting rights, i.e. 5.05% of the share capital and voting rights of the Company (AMF notice no. 213C011). Red Rocks crossed this threshold after purchasing Altamir Amboise shares in the market.



V. ALLOCATION OF NET INCOME AS PROPOSED BY THE SUPERVISORY BOARD

A. In accordance with Article 25 of the Company's Articles of Association:

- For each financial year, the Company pays to the general partner as dividends, at such times and places designated by the Management Company and no later than nine months after the balance sheet date, an amount equal to 2% of restated net income for that year.

- For each financial year, the Company also pays to holders of Class B shares as dividends, at such times and places designated by the Management Company and no later than nine months after the balance sheet date, an amount equal to 18% of the restated net income for that year.

- The allocation of the balance of the distributable profit is proposed by the Supervisory Board to shareholders at their Annual General Meeting.

B. Statutory net income for the financial year ended 31 December 2012 was €52,497,601.

As earnings were distributed in previous years, the amount available for financial year 2012 is equal to the net income of that year, without taking any retained earnings into account.

C. In accordance with the Articles of Association, the dividends to be distributed to the general partner and to holders of Class B shares total €10,055,005, composed of €1,005,501 and €9,049,505 (€487.00 per Class B share), respectively.

This corresponds to 20% of the distributable earnings as of 31 December 2012, as determined above, from which the earnings on cash investments attributable only to limited shareholders have been deducted.

D. At their General Meeting, shareholders will also be asked to approve the distribution of a dividend of €14,970,043.41, i.e. €0.41 per ordinary share, based on 3% of consolidated net assets.

E. These dividends are paid from the capital gains realised by the Company on equity investments held for more than two years. For individual shareholders resident in France, these distributed dividends do not qualify for the 40% tax exclusion provided for in Article 158-3-2 of the French Tax Code.

F. Shareholders will be asked to allocate €2,624,880 to the legal reserve.

G. Lastly, shareholders will be asked to allocate the remainder

of net income for the year, i.e. €24,847,672.59, to reserves.

H. In the event that the Company owns some of its own shares

on the ex-dividend date, the amount corresponding to

the dividends not paid in respect of these shares will be

allocated to retained earnings.

The dividend will be paid in cash on 16 May 2013, and the ex-

dividend date will be 13 May 2013.

I. In accordance with the provisions of Article 243 bis of the

French Tax Code, we inform you that no dividends were paid

in respect of financial years 2009 and 2010.

Dividends of €7,302,460, or €0.20 per share, were paid in

respect of financial year 2011.

No dividends were paid pursuant to the Articles of Association

to the general partner nor to holders of Class B shares in

respect of financial years 2009 and 2010. Dividends of

€315,343 and €2,838,088 were paid pursuant to the Articles

of Association to the general partner and to holders of Class B

shares, respectively, in respect of financial year 2011.

J. Pursuant to the provisions of Article R.225-102 of the French

Commercial Code, a table showing the results of the Company

over the last five financial years is appended to this report.

VI. ALLOCATION OF ATTENDANCE FEES TO MEMBERS OF THE SUPERVISORY BOARD

It is proposed that the sum of €260,000 be allocated as atten-

dance fees to the members of the Supervisory Board for the

financial year ended 31 December 2012 vs. €135,000 in 2011.

More stringent requirements and the increasing size of the

Company have significantly augmented the workload of the

members of the Supervisory Board (number and duration of

meetings).

38

Vii. reGUlateD aGreemeNts

an accounting assistance agreement had existed between altamir amboise and apax Partners snc from 2 January 1996 . the agree-ment was amended in 2008, then transferred to altamir amboise gérance as of 1 July 2009 . From 2008 the amount applicable to accounting assistance was €200,000 p .a . (excl . Vat) . the agree-ment had not been amended since that date .as the company has grown in size, and the resources required to conduct and develop investor relations have grown with it, shareholders will be asked to approve, with effect from 1 January 2013, two new agreements covering accounting and financial management on the one hand and investor relations on the other, with the previous agreement being terminated on the same date .

accordingly, the management company hereby informs share-holders that the following two agreements were signed or amended during financial year 2012, after being approved by the supervisory Board on 7 november 2012 .

- service agreement dated 29 november 2012 with effect from 1 January 2013 between altamir amboise gérance and altamir amboise covering the company’s accounting and the accounting of its portfolio . Remuneration for these services totals €180,000 plus Vat . Fees of €200,000 were paid under the previous agree-ment, in effect during 2012 .

- assistance agreement dated 29 november 2012 between altamir amboise gérance and altamir amboise covering share-holder and investor relations: €465,000 plus Vat will be invoiced under this contract for investor relations, specifically for:

• Organising events for shareholders (general meetings) and the financial community (analyst meetings);

• Preparing related documents in French and English (annual and semi-annual reports, registration document, press releases, letters to shareholders, etc .);

• Assisting in the preparation of shareholders’ meetings and supervisory Board meetings;

• Assisting with investor relations.

in addition, we hereby indicate to you that on 5 march 2013, after the close of financial year 2012, the supervisory Board approved an amendment to the investment advisory agree-ment dated 30 november 2006 between apax Partners sa and altamir amboise . the purpose of this amendment, which also takes effect as of 1 January 2013, is to put the investment advisory agreement on the same footing as the new wording of article 17 of the articles of association, which shareholders approved at their special general meeting of 29 march 2012 . under article 17, the nominal value of shares held by altamir amboise not only in the apax France Viii-B fund but also in all other apax entities is now excluded from the basis used to calculate apax Partners sa’s remuneration .

Viii. tHe ComPaNY's GoVerNiNG boDies

at their combined general meeting of 29 march 2012, share-holders amended article 18 of the articles of association so as to stagger the terms of the members of the supervisory Board .under the new article, one or more members may exceptionally be named for a period of one year so as to allow for staggered terms . the terms of office of five of the eight members of the supervisory Board will expire at the close of the next ordinary general meeting of shareholders, called to approve the financial statements for the year ended on 31 December 2012 .

they are:- Jean Besson, residing at 179 rue saint Honoré, 75001 Paris

(France)- charles Hochman, residing at 19 rue Raynouard, 75016 Paris

(France)- sophie Javary, residing at 4 rue Paul Delaroche, 75116 Paris

(France)- Jean-Hugues Loyez, residing at 9 rue de l'eglise, 7618

taintignies (Belgium)- Joël séché, residing at 76 rue de la Bastille, 44000 nantes

(France)

mr Hochman has announced that he does not wish to renew his term . the Board and the management company thank him warmly for the services he has rendered to the company since it was founded, as chairman of the supervisory Board from 1996 until 2007 .

ms charbonnier resigned from the Board in December 2012 following her appointment to the corporate Finance Directorate of the amF .

no new Board members will be nominated to replace them at the next shareholders’ meeting . You will be asked to renew the terms of these four Board members as follows: one year for messrs Besson and Loyez and two years for ms Javary and mr séché . the Board's conclusions regarding the independence of these candidates are presented in the report of the chairman of the supervisory Board .

the list of positions and offices held by the members of the supervisory Board appears in appendix i to this report .

all of these positions and offices are held outside the group .

iX. tHe ComPaNY's FiNaNCial resoUrCes

as of 31 December 2012 altamir amboise had authorised lines of credit totalling €26m, compared with €20m as of 31 December 2011 . the company did not draw down on its lines of credit during 2012 .

management RePoRt maNaGemeNt rePort to sHareHolDers



X. LIQUIDITY OF ALTAMIR AMBOISE SHARES

Shareholders will be asked to approve a new share buyback

programme at the General Meeting. Its features are as follows:

- Authorisation: General Meeting of 18 April 2013

- Securities: ordinary shares

- Maximum percentage of capital that may be repurchased: 5% (i.e.

1,825,615 shares as of this date), with the stipulation that this

limit is calculated as of the date of the buybacks so that any

increases or decreases in capital that might have taken place

during the course of the programme are taken into account. The

number of shares used to calculate compliance with the limit

is the number of shares purchased less the number of shares

resold during the programme, for the purpose of maintaining

liquidity.

- Maximum purchase price: €20

- Maximum amount of programme: €36,512k

- Procedures: Purchases, sales and transfers by any means,

on the market or over the counter, including block trades. The

resolution proposed to shareholders does not place a limit

on the portion of the programme that can be carried out by

purchasing blocks of shares.

In accordance with regulations, these transactions will not be

permitted during periods when a takeover bid is in effect on

the shares.

The Company does not intend to use derivative products in

connection with this contract.

- Objectives: Ensure secondary market activity and liquidity in

Altamir Amboise shares via a liquidity contract with an invest-

ment services provider that complies with the AMAFI Code of

Conduct, approved by the AMF.

- Programme duration: 18 months, starting from the General

Meeting of 18 April 2013, i.e. until 17 September 2014.

As previously reported, Altamir Amboise appointed Oddo

Corporate Finance to implement its liquidity contract on 2

November 2009.

The results of the programme for 2012 were as follows, keeping

in mind that all of these transactions were carried out under

the liquidity contract:

Quantity Amount (€) Average price (€)

Purchases 403,138 2,697,571 6.69

Sales 421,351 2,811,546 6.67

These transactions resulted in a gain, net of provision reversals, of €51,155 for Altamir Amboise.

The number of shares held in treasury at 31 December 2012 was 33,000, or 0.09% of the share capital. All of the shares were allocated to maintaining a secondary market via the liqui-dity contract. Their value at the closing price on 31 December 2012 was €244,200. Their weighted average cost was €311,591.

Shares held in treasury were not used in any way, nor reallo-cated during financial year 2012.

As of 31 December 2012, the liquidity account was composed of:- 33,000 shares,- €307,570.05 in cash and money-market funds.

The results of the 2011 programme were as follows:

Quantity Amount (€) Average price (€)

Purchases 540,508 3,731,570 6.90

Sales 524,597 3,636,894 6.93

These transactions resulted in a loss, net of provision reversals, of €11,613 for Altamir Amboise.

40

XI. REMUNERATION OF CORPORATE OFFICERS AND THE MANAGEMENT COMPANY, AND LIST OF POSITIONS AND DIRECTORSHIPS HELD

Remuneration of corporate officers

Article L.225-102-1 of the French Commercial Code requires a reference in the Management Report to the remuneration of corporate officers and a list of the positions and offices held.

Neither the Company nor any of its subsidiaries remunerate the corporate officers in any way other than by the allocation of attendance fees as approved by the shareholders at their AGM.

Only Altamir Amboise allocated attendance fees to the corpo-rate officers listed below.

The amount of attendance fees paid by Altamir Amboise in 2012 for financial year 2011 were as follows:

- Jean Besson (member of the Board and the Audit Committee) . . €22,500

- Martine Charbonnier (member of the Board and the Audit Committee) . . . €22,500

- Gérard Hascoët (member of the Board and the Audit Committee) . . . €22,500

- Charles Hochman (member of the Board) . . . . . . . . . . . . . . . . . . . . . . . €11,250

- Sophie Javary (member of the Board) . . . . . . . . . . . . . . . . . . . . . . . €11,250

- Jean-Hugues Loyez (member of the Board) . . . . . . . . . . . . . . . . . . . . . . . €11,250

- Philippe Santini (member of the Board) . . . . . . . . . . . . . . . . . . . . . . . €11,250

- Joël Séché (chairman of the Board) . . . . . . . . . . . . . . . . . . . . . . €22,500

Attendance fees were distributed in equal amounts of €11,250 to each Board member having attended at least half of the meetings, or having contributed significantly to the Board's work outside its formal meetings, even if they did not attend at least half of the Board meetings. The members of the Altamir Amboise Audit Committee received €11,250 in addition to the amount received as a member of the Board.

Remuneration of the Management Company

The remuneration of the Management Company for financial year 2012, inclusive of taxes, was calculated pursuant to Article 17.1 of the Articles of Association.

The Management Company receives annual remuneration equal, exclusive of tax, 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, inclu-ding 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, inclu-ding 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 any professional fees, attendance fees and commis-sions 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 secondments of Apax Partners salaried managers to companies in the portfolio are not deducted from the Management Company's remuneration.

The remuneration received by the Management Company covers the Company's administrative and overhead costs, the cost of the investment advisory company and of any other investment advisors, as well as all of the Company's research and invest-ment tracking costs.

As a result, the professional fees paid by the Company to the investment advisory company under the advisory agree-ment between them are also deducted from the Management Company's remuneration defined above.”

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 replaced by a direct 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%).

“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 Apax France funds 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.”

Any additional remuneration paid to the Management Company must be decided by Shareholders in their Ordinary General Meeting with the approval of the general partner.

The remuneration paid to the Management Company and to the advisory company, Apax Partners SA, with respect to financial year 2012 was as follows:

Gross amount, excl. tax: 7,747,525

Board attendance and other fees received by Apax Partners SA (including the reversal of a provision)

excl. VAT 51,807

Fees deducted with respect to Apax France VIII-B

excl. VAT -1,111,106

Fees deducted with respect to Apax VIII LP

excl. VAT -1,840

Total fees excl. VAT 6,686,385

Total fees incl. VAT 7,996,917

Divided between:

Altamir Amboise Gérance (5%) 396,858

Apax Partners SA (95%) 7,600,059

XII. TRANSACTIONS CARRIED OUT BY EXECUTIVES ON ALTAMIR AMBOISE SECURITIES

The corporate officers had the following holdings in Altamir Amboise as of 31 December 2012:

Name Position as of 31/12/2011

Position as of 31/12/2012

Management Company

Maurice TchenioChairman and CEO of Altamir Amboise Gérance

8,169,076 8,169,076

Monique CohenDeputy Chief Executive Officer of Altamir Amboise Gérance

55,728 55,728

Members of the Supervisory Board

Martine Charbonnier 1,200 1,200

Sophie Javary 0 100

Charles Hochman 57,331 57,331

Jean Besson 126,432 126,432

Philippe Santini 2,128 2,128

Gérard Hascoët 30,364 30,364

Jean-Hugues Loyez 12,804 12,804

Joël Séché 132,343 132,343

XIII. FACTORS THAT COULD HAVE AN IMPACT IN THE EVENT OF A TAKEOVER BID

The Company is organised as a French partnership limited by shares (Société en Commandite par Actions). It cannot be the target of a takeover bid resulting in control passing to a limited partner with a majority shareholding.

Pursuant to Article L.225-100-3 of the French Commercial Code, we hereby inform you of the following items:

- The structure of the capital as well the direct and indirect holdings that are known to the Company and all related infor-mation is provided in paragraph IV.

- The Articles of Association contain no restriction on the exercise of voting rights.

- To the best of the Company's knowledge, there are no agree-ments or other commitments between shareholders.

- There are no shares that carry special voting rights, except for the Class B preference shares. These have no voting rights but can give the right to the payment of dividends pursuant to the Articles of Association.

42

As there are no employees, there is no mechanism under which a potential employee shareholding system could exercise control rights.

- Article 15 of the Articles of Association stipulates that only the general partner is entitled to appoint and dismiss the Management Company.

- Concerning the powers of the Management Company, there is no authorisation currently in effect to increase capital.

- The Company's Articles of Association can be amended in accordance with legal and regulatory requirements.

- The Company is not party to any agreements that change or terminate in the event of a change in control of the Company.

- There are no individual agreements that include payments in the event the Manager's functions are terminated.

XIV. SHARE CAPITAL

The share capital is set at €219,259,626. It is divided into 36,512,301 ordinary shares with a par value of €6 per share and 18,582 preferred shares (“Class B shares”) with a par value of €10 per share.

The Company has not granted any stock options or bonus shares.

There is no authorisation to increase capital currently in effect.

XV. SOCIAL AND ENVIRONMENTAL IMPACT OF THE COMPANY'S ACTIVITY - SEVESO FACILITIES

The company employs no staff and conducts no commercial or industrial activity; there are therefore no items to report in this section of the Management Report.

XVI. PRINCIPAL RISKS AND UNCERTAINTIES FACING THE COMPANY AND INFORMATION ON THE COMPANY'S USE OF FINANCIAL INSTRUMENTS

All of these risks are described in paragraph IV of the Supplementary Information section of this Registration Document.

This report emphasises certain risks, in particular:

Liquidity risk

As of 31 December 2012, the Company was not using its autho-rised lines of credit.The Company's status as a French "société de capital risque"

(SCR) prohibits it from contracting debt in excess of 10% of statutory net assets.

Liabilities on the statutory balance sheet consist of current invoices from suppliers, which are more than covered by cash and equivalent balances.

The Company's commitments to the Apax France VIII-B fund have been set within a range enabling it to respond to capital calls based on anticipated cash. The Company has carried out a specific review of its liquidity risk and believes it can meet its forthcoming obligations. To the best of the Company's knowledge, no company in the portfolio has financial difficul-ties or needs in excess of the off-balance-sheet commitments detailed in the notes to the statutory financial statements.

The commitment to invest a minimum of €60m in the Apax VIII LP fund, or 1% of the fund capped at €90m, takes into account proceeds of future divestments.

Risks inherent to the private equity business

Investment in a company whose objective is to acquire private equity interests is intrinsically high-risk, greater than that associated with investing in listed major industrial, property or financial companies.

There is no guarantee that the investments will achieve Altamir Amboise's objectives, or even return the capital invested in the Company, and the past performance of the funds managed by Apax Partners for this type of investment offers no guarantee of the future performance of the Company.

In particular, private equity investments present the following risks:

• Risk related to the economic environment

• Risk related to the absence of investment liquidity

• Risks inherent in the business of acquiring equity interests

• Special risks related to leveraged transactions

• Special risks related to venture capital and growth capital transactions

• Risks related to the departure of executives

• Risks related to the costs incurred on unrealised investment projects

• Risks related to estimating the value of the Company's invest-ments

Risks related to the investment capacity of Altamir Amboise

Risks related to co-investment with the Apax France VII fund

Risks related to investment in the Apax France VIII fund

Risks related to investment in the Apax VIII LP fund




Risks related to fluctuations in listed share prices

• Risks related to listed share prices of portfolio companies

It is not Altamir Amboise's primary objective to invest in the shares of listed companies. However, Altamir Amboise may hold listed shares as a result of initial public offerings of compa-nies in which it holds an interest, or it may receive them as payment of the sale price of equity interests in its portfolio. These securities may, on occasion, be subject to restriction or lock-up clauses signed at the time of the IPO. Even without such clauses, Altamir Amboise may deem it appropriate to keep newly listed shares in its portfolio for a certain period of time to possibly obtain a better valuation in due course, although there can be no guarantee of such an objective being achieved. Moreover, Altamir Amboise does not rule out investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock exchange, provided that the company falls within the scope of its investment strategy.

As a result, Altamir Amboise holds a certain number of listed companies, either directly or indirectly through holding compa-nies, and may therefore be affected by a downturn in the market prices of these companies' shares. A drop in the market price at a given moment would result in the decrease of the portfolio valuation and of the Net Asset Value of the Company. In the consolidated (IFRS) financial statements, such a drop would be recognised in the income statement as a loss under the item "Changes in fair value of the portfolio". Finally, a drop in market prices might also impact realised capital gains or losses when such shares are sold by Altamir Amboise.

• Risks related to the market price of Altamir Amboise warrantsThere were no longer any warrants outstanding as of 31 December 2012. The Class B warrants are not listed.

• Risks on marketable securities and shares held in treasury

Altamir Amboise places any cash surpluses in interest-bearing accounts, time accounts, money-market mutual funds or negotiable debt securities. These investments are without major risk.

• Risks related to investment in funds of fundsA small amount of cash (€10m) was invested in a fund of hedge funds.This fund (AARC) has an excellent performance history and a liquidity of 91 days. Its historical performance offers no guarantee of future performance and this investment could result in a loss of capital.As of 1 February 2013, the Company had placed an additional €20m in this type of investment.

Interest rate risks

• Risks related to LBO transactions

In the context of leveraged transactions, Altamir Amboise is

indirectly subject to the risk of an increase in the cost of

debt and the risk of not obtaining financing or being unable

to finance the planned new transactions at terms that ensure

satisfactory profitability.

• Risks related to cash investments

See risks related to short-term investment securities.

Any cash surpluses of Altamir Amboise may be invested in

fixed-income instruments or placed in interest-bearing accounts,

which are by definition subject to the risk of a decrease in

interest rates.

Money-market mutual funds are valued at historical cost.

Capital gains on divestments are calculated based on the

difference between the sale price and the weighted average

purchase price. The Company does not recognise unrealised

capital gains in the statutory financial statements.

• Risks associated with other financial assets and liabilities

Financial assets tied to an interest rate include shareholder

loans or securities such as corporate bonds classified and held

as portfolio investments. These financial assets are assumed to

be redeemed or converted at maturity. As a result, they do not

present any interest rate risk per se.

Altamir Amboise has five variable-rate lines of credit on normal

market terms. As of 31 December 2012, the Company's credit

lines were not in use.

Currency risk

Legal and tax risks

• Legal risks related to the status of limited partnership by shares (SCA)

• Risks related to the legal and tax treatment of SCRs

• Risks related to the holding of minority interests

• Risks related to access to privileged information

• Risks related to the regulation of sector concentration

• Other legal and tax risks

44

Identified risksAltamir Amboise does not use firm or conditional forward instruments to hedge or to gain exposure to market risks (equity markets, interest rates, exchange and credit risks).

To the best of the Company's knowledge, apart from a dispute concerning business tax (CET) reassessment, there is no governmental, judicial or arbitration proceeding, including all proceedings of which the Company is aware, that is pending or threatened, which might have or has had, in the past 12 months, a significant impact on the financial position or profi-tability of the Company and/or the Group.

Industrial and environmental risksNot applicable

Competition risk

Insurance

The activity of Altamir Amboise does not justify industrial-type insurance cover. Altamir Amboise has taken out third-party and D&O cover of €3,000,000.

Risks related to Apax Partners

• Risks related to the dependence of Altamir Amboise on Apax Partners

• Risks related to key personnel

• Risks related to the management and control of Apax Partners

• Risks related to other professionals working for Apax Partners

XVII. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

At the Combined Annual General Meeting, shareholders will be asked to approve the following changes to the Articles of Association:

1) Change of the corporate name

To simplify the corporate name, “Altamir Amboise” would become “Altamir”.At the same time, the name of the Management Company will be changed from Altamir Amboise Gérance to Altamir Gérance.

2) Change related to holders of Class B shares

Class B shareholders would henceforth be able to hold their shares through an investment company.

XVIII. AUTHORISATION to be granted to the Management Company to increase capital through the issuance of shares with waiver of preferential subscription rights for the benefit of the members of an employee savings plan pursuant to Articles L.3332-18 et seq. of the French Labour Code

Shareholders will be asked to authorise the Management Company to increase share capital based solely on its decisions and at such times as it shall determine, on one or more occasions, through the issuance of ordinary shares or their allocation as bonus shares, or the issuance of other securi-ties giving access to the capital. Such capital increases would be reserved for employees (and executives) of the Company (and the companies related to it pursuant to Article L.225-180 of the French Commercial Code) who are members of an employee savings plan. The maximum par amount of capital increases that could be carried out under this authorisation would be €10,000, with this amount being independent of any other capital increase authorisation ceiling.

Altamir Amboise does not have any employees. Legislation in force requires the Company to propose this resolution even though it is not applicable.

XIX. PAYMENT TERMS

Since 1 January 2009, companies must disclose the payment terms given to customers and suppliers in the management report.Altamir Amboise has no customers.At the date of the balance sheet, supplier payment terms were as follows:

2012 2011

Under 10 days

10 to 20 days 100% 100%

Once you have reviewed the Report of the Chairman of the Supervisory Board on the conditions for the preparation and organisation of the work of the Supervisory Board and on the internal control procedures implemented by the Company, the Report of the Supervisory Board and the Reports of the Statutory Auditors, and once your questions have been answered, we will ask you, with the benefit of the information you have received, to approve the resolutions submitted to you.

The Management Company




APPENDIX I TO THE MANAGEMENT REPORTLIST OF POSITIONS AND DIRECTORSHIPS HELD BY THE CORPORATE OFFICERS AND THE REPRESENTATIVE OF THE MANAGEMENT COMPANY, A LEGAL ENTITY, OVER THE LAST FIVE YEARS

Jean Besson, born 10 September 1943First term as a member of the Supervisory Board: 16 April 1996Most recent renewal: 23 March 2011

Member of an administrative, managerial or supervisory body- Chairman of the Audit Committee and member of the Supervisory Board of Altamir Amboise- Manager of IPG SARL- Deputy Director of TQM SA

Martine Charbonnier, born 15 March 1958First term as a member of the Supervisory Board: 23 March 2011

Member of an administrative, managerial or supervisory body- Member of the Audit Committee and the Supervisory Board of Altamir Amboise (term ended as of 31 December 2012) - Director of Shan (term ended in May 2012)- Member of the Supervisory Board of Somfy (listed on Euronext Paris)- Director of Ausy (listed on Euronext Paris) - Director of the Supervisory Board of Damartex (listed on Euronext Paris)- Director of Motul SA (since May 2012)

Gerard Hascoët, born 16 June 1949First term as a non-voting member of the Board: 16 April 1996First term as a member of the Supervisory Board: 28 April 2004Most recent renewal: 29 March 2012

Member of an administrative, managerial or supervisory body- Member of the Audit Committee and the Supervisory Board of Altamir Amboise- Chairman of the Board of Directors of SpineVision SA (France)- Chairman of the Board of Directors of CorWave SAS (France)- Chairman of the Board of Directors of MD Start SA (Switzerland)- Manager of MD Start GmbH & Co KG (Germany)- Director of Dupont Medical- Director of APD (France)- Manager of Lumarge (SCI)- Manager of Marluge (SCI)

Charles Hochman, born 1 November 1928First term as a member of the Supervisory Board: 16 April 1996Most recent renewal: 23 March 2011

Member of an administrative, managerial or supervisory body- Member of the Supervisory Board of Altamir Amboise- Director of Les Arts Decoratifs- Manager of Domaine de Mirail GFA- Manager of Domaine de Mirail SCI

46

Sophie Javary: born 1 May 1959First term as a member of the Supervisory Board: 23 March 2011Member of the Supervisory Board of Altamir AmboiseNo other appointmentsFunction: Managing Director in the Investment Banking, Europe division of BNP Paribas

Jean-Hugues Loyez, born 18 November 1948First term as a member of the Supervisory Board: 4 June 2007Most recent renewal: 23 March 2011

Member of an administrative, managerial or supervisory body- Member of the Supervisory Board of Altamir Amboise- Chairman of A&A Partners SAS- Director of PBI SAS- Member of the Supervisory Board of BFSA

Philippe Santini, born 7 December 1943First term as a member of the Supervisory Board: 26 April 2006Most recent renewal: 29 March 2012

Member of an administrative, managerial or supervisory body- Member of the Supervisory Board of Altamir Amboise- Director and member of the Audit Committee of Galeries Lafayette- Director and member of the Audit Committee of Zodiac Marine- Chairman of PHS Consultants SAS

Joël Séché, born 2 February 1955First term as a member of the Supervisory Board: 4 June 2007Most recent renewal: 23 March 2011

Member of an administrative, managerial or supervisory body- Chairman of the Supervisory Board of Altamir Amboise- Chairman and CEO of Séché Environnement SA, (listed on Euronext Paris)- CEO of Séché Transports SAS, Séché Eco Industries SAS, Séché Alliance SAS (formerly Equilibra) and Séché Eco Services SAS- Manager of SCI La Croix des Landes, SCI Les Chenes Secs, SCI Le Montre, SCI La Perree, SCI de la Censie, SC Amarosa, SCI Saint-Kiriec and SCI de Mezerolles- Director of Tredi SA

All of the appointments of the members of the Supervisory Board of Altamir Amboise are exercised outside the Group.

Below is a list of directorships held by the representative of the Management Company, Maurice Tchenio, from 2008 to 2012 inclusive. Terms expiring on 5 March 2013 are shown in italics.

Chairman and Chief Executive Officer of Apax Partners SAChairman and CEO of Altamir Amboise Gérance SA Chairman of 3AC Finance SASChairman of the Board of Directors of Fondation AlphaOmegaChairman of MMG SASChairman of Morgap SAS



Director of Toupargel Groupe SADirector of Séchilienne Sidec SA (listed company)Director of Financière de l’Echiquier SA

Director of F2L SASDirector of 3AB Optique Développement SASDirector of 3AB Optique Expansion SAS

Permanent representative of Apax Partners SA at Altran Technologies SA (listed company)Permanent representative of Apax Partners SA at Rue du Commerce SAPermanent representative of Apax Partners SA at Morgan International Participations SAPermanent representative of Morgan International Participations at Morgan SA

Member of the Supervisory Board of Thom Europe SASMember of the Supervisory Committee (representing Apax Partners SA) of Financière des Docks SAS

Non-voting Director of Lion/Seneca France 1 SAS

Managing Partner of Alpha Omega SCManager of Apax Partners SNCManager of Société Civile Galilee PartenairesManager of Société Civile CimarosaManager of Société Civile LongchampManager of Société Civile Copernic PartenairesManager of Société Civile SE WagramManager of Société Civile Cimarosa TubesManager of Société Civile Cimarosa MediaManager of Société Civile Cimarosa IIManager of Société Civile Galilee Partenaires IIManager of Société Civile MoussecarrieManager of Société Civile Etoile IIManager (representative of Apax Partners SA) of Société Civile Capri Manager (representative of Apax Partners SA) of Société Civile FirokiManager (representative of Apax Partners SA) of Société Civile CarmelManager of Société Civile SE BizetManager (representative of Apax Partners SA) of Société Civile Equa

Co-Manager of Mauryland SCI

Non-executive Director of Apax Partners Strategic Investors Ltd.Non-executive Director of Apax Partners Holdings Ltd.Director of Apax Venture Capital Holdings III (Jersey) Ltd.

Below is a list of directorships held by the Deputy CEO of the Management Company, Monique Cohen, from 2008 to 2012 inclusive.

Deputy Chief Executive Officer of Altamir Amboise Gérance SA Chairman of FaceomanagementChairman of FaceoteamChairman of Financière Duchesse I SASChairman of Trocadero Participations SASChairman of Trocadero Participations II SAS

Chairman of the Supervisory Committee of Financière Famax SAS

Chairman of the Supervisory Board of Texavenir II SAS


48

Director of apax Partners midmarket sas Director of Financière midmarket sas Director of B capital sa Director and chairman of the Board of Directors of Wallet sa (Belgium)Director and chairman of the Board of Directors of Wallet investment 1 sa (Belgium)Director and chairman of the Board of Directors of Wallet investment 2 sa (Belgium)Director and chairman of the Board of Directors of Proxima investissement (Luxembourg)Director of Buy Way Personal Finance Belgium sa (Belgium)Director of Buy Way tech sa (Belgium)Director of altran technologies sa (listed company)Director of seP altitude

Director of global Project sasDirector of equalliance saDirector of Finalliance sas

manager (class c) of santemedia group Holding saRL (Luxembourg)

member of the supervisory committee of global Project sasmember of the supervisory committee of Financière Famax sas

member of the supervisory Board of trocadero Participations sasmember of the supervisory Board of texavenir ii sasmember of the supervisory Board of Jc Decaux sa (listed company)member of the supervisory Board of Faceo samember of the supervisory Board of unilog

managing Director of société civile Fabadarimanager of société civile equa



aPPeNDiX ii to tHe maNaGemeNt rePortresUlts aND otHer ComPaNY Data oVer tHe last FiVe Years (DeCree No. 67-236 oF 23 marCH 1967)

Closing date 31/12/08 31/12/09 31/12/10 31/12/11 31/12/12

sHare CaPital at Year-eND

Share capital 219,259,626 219,259,626 219,259,626 219,259,626 219,259,626

Number of ordinary shares 36,512,301 36,512,301 36,512,301 36,512,301 36,512,301

Number of non-voting Class B preferred shares

18,582 18,582 18,582 18,582 18,582

Maximum number of future Class B shares to be created:

- through bond conversion/redemption

- through exercise of Class B warrants 37,164 37,164 37,164 37,164 37,164

oPeratioNs aND iNCome

Revenues (ex tax)

Earnings/loss before taxes, profit sharing, depreciation, amortisation & provisions

8,414,781 (860,011) 10,828,591 141,786,731 15,416,928

Income tax

Employee profit sharing

Earnings after taxes, profit sharing, depreciation, amortisation & provisions

(117,010,695) 9,798,611 5,149,783 120,005,939 52,497,601

Distributed income 0 0 0 10,140,548

earNiNGs Per sHare

Earnings/loss before taxes, profit sharing, depreciation, amortisation & provisions

- Ordinary shares n.s. n.s. n.s. n.s.

- Class B preferred shares n.s. n.s. n.s. n.s.

Earnings after taxes, profit sharing, depreciation, amortisation & provisions

- Ordinary shares (3.20) 0.26 0.14 3.29 1.44

- Class B preferred shares

Dividend distributed 0 0 0 0.20

emPloYees

Average number of employees

Payroll

Sums paid as employees benefits (social security and other social projects)

n .s . (not significant): it is not meaningful to break down ePs into earnings on ordinary shares and earnings on class B shares before taking taxes, depreciation, amortisation and provisions into account because the share of earnings attributable to class B shares, pursuant to the articles of association, can only be established on the basis of net income, which is in turn restated .

1management RePoRt maNaGemeNt rePort to sHareHolDers

50

aPPeNDiX iii to tHe maNaGemeNt rePortaCQUisitioNs oF eQUitY iNterests aND CoNtrolliNG iNterests bY altamir amboise iN FreNCH ComPaNies DUriNG 2012 (as a % oF eQUitY aND VotiNG riGHts)

none

the company carried out only one direct investment: a company that has its head office in Luxembourg and is therefore not listed in this appendix .

For all other transactions, the company now invests directly in the apax France Viii fund through apax France Viii-B, a dedicated private equity fund managed by apax Partners midmarket sas, and in the apax Viii LP fund, advised by apax Partners LLP .



1MANAGEMENT REPORT REPORT OF THE SUPERVISORY BOARD

REPORT OF THE SUPERVISORY BOARDTO SHAREHOLDERS AT THEIR COMBINED ANNUAL GENERAL MEETING HELD TO APPROVE THE 2012 FINANCIAL STATEMENTS

To the Shareholders,

In accordance with Article L.226-9 of the French Commercial Code, the Supervisory Board supervises the management of the Company on an ongoing basis. To perform its duties, the Supervisory Board is given powers comparable to those of the Statutory Auditors and presents a report to shareholders at the Annual Ordinary General Meeting in which it must notify any irregularity or inaccuracy in the statutory and consolidated financial statements for the year.

I. COMPANY POSITION

Altamir Amboise, a French limited partnership by shares (Société en Commandite par Actions), governed by Articles L. 226-1 to L. 226-14 of the French Commercial Code, opted to become a French "société de capital risque" (special tax status for certain private equity and other investment companies), or SCR, as of 1 January 1996. Altamir Amboise then opted for the new SCR tax regime in effect as of 1 January 2001. On 31 December 2012, the Company met all the required ratios for this regime.

No share capital transactions were carried out in 2012.

Statutory earnings were €52,497,601.Consolidated earnings were €57,054,273.

- The Company invested and committed €49.8m during the year, vs. €71.8m in 2011, which included:• €43.8m in three new investments• €6.0m in net follow-on investments and commitments, corresponding to:- €16.8m in gross follow-on investments in portfolio compa-nies, including €9.1m in Numericable B&L to assist it in its acquisition of the Portuguese company Cabovisao, and €3.9m in Unilabs to finance its growth.

- €10.8m in collateral reimbursement following the increase in the share price of Altran.

Since the beginning of 2011, Altamir Amboise has implemented a new procedure for investing alongside the Apax Partners France funds. The Company now invests directly in the Apax France VIII fund through a dedicated private equity fund (FCPR), Apax France VIII-B, and no longer in co-investment with the funds as before. The company also invests through the Apax VIII LP fund (non-consolidated).

Jointly with the Apax Partners France VII fund, the Company directly invested €20.6m in the new Alain Afflelou holding in the context of the change of majority shareholder.

Through the Apax France VIII fund, the Company has invested and committed €20.4m in a new company: Texa, one of France's leading loss adjusters.

Lastly, through the Apax VIII LP fund, the Company invested €2.8m in Garda, a leading Canadian security and cash logistics company.

The Apax VIII LP fund also announced that it has committed to the purchase of Cole Haan, a leading U.S. designer and retailer of premium footwear and related accessories.

- The volume of divestments during the year amounted to €39.9m, versus €188.7m in 2011, comprising sale proceeds of €25.5m (€171.0m in 2011) and revenues of €14.4m (€17.7m in 2011).

These €39.9m primarily included:

• €33.0m of full divestments (Alain Afflelou, Arkadin, ASK, Cognitis, Hybrigenics, Newron and Parkeon, plus earn-outs on previous divestments),• €6.9m of partial divestments, comprising mainly the reduc-tion of the capital of Buy Way.

Divestments generated a net gain of €18.0m, split between €3.6m in capital gains compared to historical cost (€91.7m in 2011) and €14.4m in related revenues, interest and dividends (€17.7m in 2011).

II. ANNUAL FINANCIAL STATEMENTS

The Supervisory Board was able to perform its supervisory duties in accordance with the law and examine the documents made available by the Management Company.

It has reviewed the statutory financial statements, the consolidated (IFRS) financial statements and the accounting documents, noted the opinion of the Statutory Auditors and asked the Management Company the appropriate questions. The Supervisory Board has no observations to make about the statu-tory and consolidated financial statements for the year.

The Board has not identified any inaccuracy or irregularity in the financial statements presented by the Management Company.

III. PROPOSAL FOR THE ALLOCATION OF NET INCOME

Statutory net income for the financial year ended 31 December 2012 was €52,497,601.

A. In accordance with the Articles of Association, the total dividend to be distributed to the general partner and to holders of Class B shares is €10,055,005, comprising €1,005,501 and €9,049,505 (€487.00 per Class B share), respectively.This corresponds to 20% of the distributable earnings as of 31 December 2012, as determined above, from which have been deducted the earnings on cash investments attributable only to limited shareholders.

B. At their General Meeting, shareholders will also be asked to approve the distribution of a dividend of €14,970,043.41, i.e. €0.41 per ordinary share. This dividend corresponds to 3% of net consolidated assets.

These dividends are paid from the capital gains realised by the Company on equity investments which have been held for more than two years. For individual shareholders resident in France, these distributed dividends do not qualify for the 40% exclusion provided for in Article 158-3-2 of the French Tax Code.

C. Shareholders will also be asked to allocate €2,624,880 to the legal reserve.

D. Lastly, shareholders will be asked to allocate the remainder of net income for the year, i.e. €24,847,672.59, to a reserves account.

E. In accordance with the provisions of Article 243 bis of the French Tax Code, we inform you that the following dividends and income were distributed in respect of financial years 2009, 2010 and 2011:

IV. ALLOCATION OF ATTENDANCE FEES TO MEMBERS OF THE SUPERVISORY BOARD

The Supervisory Board notes that shareholders will be asked to approve the allocation of €260,000 in attendance fees to the members of the Supervisory Board for the financial year ended 31 December 2012.

V. THE COMPANY’S GOVERNING BODIES

At the Combined General Meeting of 29 March 2012, share-holders approved an amendment to Article 18 of the Articles of Association to stagger the terms of the members of the Supervisory Board.The new text allows, by way of exception, for a term of office of two years and, to enable this staggering of terms, the appoint-ment of one or more members for a period of one year.

Regarding the members of the Supervisory Board, it is first noted that Martine Charbonnier resigned from the Board on 31 December 2012, following her appointment to the Corporate Finance Directorate of the AMF (the French Financial Markets Authority).

Financial year Income not eligible for exclusionIncome not eligible

for exclusionDividendsOther income distributed to the general partner

2009 - - -

2010 - - -

2011€10,140,548*

i.e. €0.20 per ordinary share and €152.73 per Class B preferred share

€315,343 -

* comprising dividends of €2,838,088 for holders of Class B preferred shares and €7,302,460 for ordinary shareholders, noting that the latter sum

includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings.

52

MANAGEMENT REPORT REPORT OF THE SUPERVISORY BOARD


1MANAGEMENT REPORT REPORT OF THE SUPERVISORY BOARD

The terms of office of five of the seven members of the Supervisory Board will expire at the close of the next Annual Ordinary General Meeting of Shareholders, called to approve the financial statements for the year ended 31 December 2012.They are:- Jean Besson, residing at 179 rue Saint Honoré, 75001 Paris,

France;- Charles Hochman, residing at 19 rue Raynouard, 75016 Paris,

France;- Sophie Javary, residing at 4 rue Paul Delaroche, 75116 Paris,

France;- Jean-Hugues Loyez, residing at 9 rue de l’Eglise, 7618

Taintignies, Belgium; and- Joël Séché, residing at 76, rue de la Bastille, 44000 Nantes,

France.

Charles Hochman has indicated that he will not be seeking to renew his term of office. The Board and the Management Company thank him wholeheartedly for his services to the Company since its creation, in particular in his role as Chairman of the Supervisory Board from 1996 to 2007.

No new member will be appointed to replace him at the next Shareholders' Meeting. Consequently, you will be asked to renew the terms of office of the following members:- for a period of one year: Jean Besson and Jean-Hugues Loyez;

and- for a period of two years: Sophie Javary and Joël Séché.

It is proposed that Shareholders renew the terms of office of four members, for the periods of one year (Messrs Besson and Loyez) and two years (Ms Javary and Mr Séché) respectively.

The Board's conclusions regarding the independence of these candidates are presented in the report of the Chairman of the Supervisory Board.

VI. LIQUIDITY OF ALTAMIR AMBOISE SHARES

In 2012, Altamir Amboise implemented its share buyback programme to maintain the share’s liquidity and stimulate secondary market activity. You will be asked to approve a new programme at this General Meeting.

VII. REGULATED AGREEMENTS

The Board authorised two agreements which will be submitted to Shareholders for approval at the General Meeting.

They relate to:

- The service agreement (Company accounting and portfolio account management) between Altamir Amboise gérance and Altamir Amboise; and

- The shareholder and investor relations support contract between Altamir Amboise gérance and Altamir Amboise.

VIII. CORPORATE GOVERNANCE

The Supervisory Board of Altamir Amboise is made up of a majority of independent members.

Together, the members directly or indirectly held 362,702 shares as of 31 December 2012.

Several measures have been taken to ensure that the Supervisory Board is able to completely fulfil its duties.

1. Audit Committee

The Supervisory Board established an Audit Committee which was made up of three members in the financial year 2012: Jean Besson, the Chairman, Gérard Hascoët and Martine Charbonnier. Martine Charbonnier resigned from her duties as a member of the Supervisory Board on 31 December 2012. Her duties as a member of the Audit Committee therefore also ceased with effect from that date.

The Audit Committee met five times in 2012 to review the Company’s financial statements and examine the internal control procedures implemented by the Management Company.

In the fulfilment of its duties, the Audit Committee met with the Statutory Auditors and the Finance Department at the end of each quarterly financial reporting period.

In 2013, the Audit Committee will continue to meet each quarter, prior to the end of the financial reporting period.

2. Composition – Functioning – Evaluation

The Board assessed its members against the independence criteria.Two members of the Supervisory Board, Joël Séché and Philippe Santini, are corporate officers of companies in which Altamir

amboise was a shareholder . given the small minority position of altamir amboise at the time, there was no potential conflict of interest .

two members, Jean Besson and charles Hochman, have served on the supervisory Board since 16 april 1996 . their length of service exceeds 12 years . they are therefore not considered to be independent because they do not comply with the recom-mendations of the aFeP/meDeF corporate governance code relating to a length of service of less than 12 years .

the supervisory Board met seven times in 2012 . the attendance rate was 91% . the Board examined the management Reports on the valuation of portfolio companies, quarterly financial infor-mation and half-year and annual financial statements . the supervisory Board performed a self-evaluation using a questionnaire completed by each Board member . the report summarising the results was discussed during the meeting of 7 november 2012 .

the points raised were as follows:- Receive material in advance of Board meetings;- Have Board members issue proposals for agenda items;- establish an annual meeting plan to ensure that all major

topics are covered and addressed;- Be able to dialogue with members of the group’s manage-

ment;- send draft meeting minutes more rapidly;- obtain more information on risk factors;- analyze reasons for success or failure;- Have clear visibility of the level of internal control .

the Board was therefore able to conduct its work and make decisions in an informed manner regarding the financial state-ments and financial communication .

the supervisory Board has no observations to make regarding the statutory or consolidated financial statements for the year, the content of the management Report, the agenda or the draft resolutions proposed by the management company and recom-mends that the shareholders vote in favour of these resolutions .

the supervisory Board

54

management RePoRt rePort oF tHe sUPerVisorY boarD


1MANAGEMENT REPORT CHAIRMAN'S REPORT

Pursuant to Article L.226-10-1 of the French Commercial Code, the Chairman of the Supervisory Board of a French limited partnership by shares, whose headquarters are located in France and whose securities are admitted to trading on a regulated market, must report on the composition of the Board and on the application of the principle of balanced representation of men and women thereon. The Chairman must also report on the conditions under which the work of the Board of Directors or the Supervisory Board was prepared and organised and on the internal control and risk management procedures in place within the Company.

The report was prepared by the Chairman of the Board together with the Company’s internal departments. It was subsequently examined by the Audit Committee.

The report was submitted to the Supervisory Board for approval on 5 March 2013 and transmitted to the Statutory Auditors.

Conditions for the preparation and organisation of the Board's proceedings - Corporate governance

Altamir Amboise applies the AFEP/MEDEF Corporate Governance Code for listed companies, published in December 2008 and updated in April 2010. The Code can be found at: www.medef.com.Where certain recommendations are not strictly applied, the Supervisory Board clearly indicates so and provides justification.

The following recommendations were not applied:

Appointments and RemunerationThe Company did not consider it appropriate to form an appoint-ments or remuneration committee. A remuneration committee, whose role is to assist in determining the remuneration of corporate officers, was deemed unnecessary, because the only executive corporate officer of the Company is the Management Company, whose remuneration is defined in the Company’s Articles of Association.Likewise, given its legal form (a French limited partnership by shares), the Company did not consider it necessary to create an appointments committee.

Distribution of attendance feesDistribution of attendance fees is partly based on directors' presence at Board meetings. Attendance fees are only granted to directors who attended more than half of the meetings or who significantly contributed to the development of the business. The Chairman (as of 2012) and Audit Committee members receive a

double share of attendance fees. It is considered that Board members having accomplished high-quality work should receive attendance fees even if the atten-dance requirement is not met.

The main points are detailed in this report.

1. Composition of the Supervisory Board

The Supervisory Board had eight members in 2012:

- Joël Séché, Chairman of the Supervisory Board,

- Jean Besson,

- Gérard Hascoët,

- Charles Hochman,

- Sophie Javary,

- Jean-Hugues Loyez,

- Philippe Santini,

- Martine Charbonnier.

Martine Charbonnier resigned from the Supervisory Board of Altamir Amboise on 31 December 2012 in the interest of ethics, since she was appointed Managing Director of the Corporate Finance Directorate and the Corporate Accounting and Auditing Directorate of the Autorité des Marchés Financiers, effective in January 2013.

During financial year 2012, the Board was composed of two women and six men. As women made up 25% of the Board members, the Company was in line with the AFEP/MEDEF Code, which recommends that by 2013 at least 20% of Board members be women. Following the resignation of Ms Charbonnier, an executive recruiter was engaged to replace her. Consequently, the proportion of women on the Board will not meet the AFEP/MEDEF Code recommendation in 2013. Furthermore, Charles Hochman has announced that he will not seek reappointment in 2013. No new appointment will be proposed to the shareholders at the next General Meeting to replace him.

The members of the Supervisory Board are all French nationals. The Supervisory Board members are not subject to a minimum share ownership requirement.

More than half of the Board members are independent, in accordance with the requirements in paragraph 8 of the AFEP/MEDEF Code.

CHAIRMAN’S REPORTon the conditions under which the work of the Supervisory Board was prepared and organised and on the internal control procedures in place within the Company

According to the AFEP/MEDEF Code criteria, the following Supervisory Board members are considered independent: - Joël Séché, Chairman of the Supervisory Board, - Sophie Javary, - Jean-Hugues Loyez, - Philippe Santini,- Martine Charbonnier (who has resigned).

Two Supervisory Board members, Joël Séché and Philippe Santini, are or were corporate officers of companies in which Altamir Amboise has been a shareholder. The very small minority interest Altamir Amboise had at the time was not of a nature to give rise to a conflict of interest.

Two other Supervisory Board members, Jean Besson and Charles Hochman, have been on the Board since 16 April 1996. Since one of the AFEP/MEDEF Code criteria requires less than 12 years of seniority, they are not considered independent. However, the Supervisory Board notes that these two members have always acted independently and continue to do so.

No Board member had a business relationship with the Company during the course of the year.

At their General Meeting of 18 April 2013, the shareholders will be asked to renew the appointments of certain Supervisory Board members.

Charles Hochman has already announced that he will not be seeking reappointment.

The following members are seeking renewal:

- Jean Besson, who has been a member of the Supervisory Board for more than 12 years (first appointment on 16 April 1996) and is therefore not considered independent,- Sophie Javary, who is an independent member (first appoint-ment on 23 March 2011 and no business relationship with the Company),- Jean-Hugues Loyez, an independent member (first appoint-ment on 4 June 2007 and no business relationship with the Company),- Joël Séché, an independent member (first appointment on 4 June 2007 and no business relationship with the Company).

The terms of Gérard Hascoët and Philippe Santini were renewed in 2012. They were first appointed on 28 April 2004 and 26 April 2006, respectively, and therefore will have served on the Board for less than 12 years in 2013.

Every time an appointment or renewal is proposed, the Board examines the independence of the candidates. As of 31 December 2012, the Board members held, either directly or indirectly, a total of 362,702 shares.

2011 2012

Martine Charbonnier 1,200 1,200

Sophie Javary 0 100


Jean Besson 126,432 126,432


Gérard Hascoët 30,364 30,364


Joël Séché 132,343 132,343

Total 362,602 362,702

As the Company does not have any employees, there are no employee representatives on the Supervisory Board.

2. The role and operation of the Supervisory Board

a. Rules of procedure of the Supervisory Board

The Supervisory Board's Rules of Procedure cover the following areas:

- Role and rules of operation;

- Audit Committee;

- Control and evaluation procedure;

- Use of videoconferencing;

- Code of Ethics.

b. Operations and evaluation of the Supervisory Board

The Supervisory Board met seven times in 2012 with an atten-dance rate of 91%.

Jean Besson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71%

Martine Charbonnier. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86%

Charles Hochman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100%

Gérard Hascoët . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100%

Sophie Javary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86%

Jean-Hugues Loyez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86%

Philippe Santini . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100%

Joël Séché . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100%

The Board examined the management reports, in particular the information on the valuation of the companies in the portfolio, the quarterly position, and the half-yearly and annual closings. The Board also reviewed the investment and cash management strategy and presented its recommendations regarding invest-ment opportunities. In particular, it closely reviewed valuation methods against the new IPEV (International Private Equity and Venture Capital) Valuation Guidelines applied by the Company.

56

MANAGEMENT REPORT CHAIRMAN'S REPORT



It was therefore able to study and make informed decisions on the financial statements and financial communication.

The Supervisory Board carried out a self-assessment, with Board members each answering a questionnaire. The report summarising the results was discussed during the meeting of 7 November 2012.

The following wishes were expressed:- Receive material in advance of Board meetings;- Have Board members issue proposals for agenda items;- Establish an annual meeting plan to ensure that all major

topics are covered and addressed;- Be able to dialogue with members of the Group’s manage-

ment;- Send draft meeting minutes more rapidly;- Obtain more information on risk factors;- Analyze reasons for success or failure;- Have clear visibility of the level of internal control.

During its next meetings in 2013, the Board will have the opportunity to review these points and optimise its operating procedures.

c. Organisation and operating procedures of the Supervisory Board and Audit Committee

In 2003, the Supervisory Board created an Audit Committee. During financial year 2012, the Committee had three members: Jean Besson (Chairman), Gérard Hascoët and Martine Charbonnier. As Ms Charbonnier resigned from the Supervisory Board on December 31, 2012, she also ceased to be a member of the Audit Committee on that date.

All three Audit Committee members are experienced company executives and specifically recognised as skilled in matters of finance and accounting. Mr Hascoët and Ms Charbonnier are considered independent. Mr Hascoët is considered qualified by virtue of his experience as a chief executive and venture capital advisor. Mr Besson has more than 12 years’ seniority in his position. Therefore, in financial year 2012, two-thirds of the Committee members were independent as defined in the AFEP/MEDEF Code. Ms Charbonnier, who was Executive Vice-President in charge of the "Listing Europe" Business Unit at Euronext, has provided stock-market expertise.The role of the Audit Committee is detailed in the Supervisory Board's rules of procedure.

The Supervisory Board ensured that the Audit Committee's work was in line with the 22 July 2010 report by the AMF working group on audit committees, chaired by Olivier Poupart-Lafarge.

In 2012, the Audit Committee met five times to verify the Company financial statements and review the internal control procedures implemented by the Management Company. The attendance rate at these meetings was 92%.

As part of its work, the Audit Committee interviewed the Statutory Auditors and members of the finance department at every quarterly closing. It also interviewed Aplitec, the company undertaking internal control on behalf of the Apax Partners management companies.

The Audit Committee's work covered each of the items listed in Article L.823-19 of the French Commercial Code and the 22 July 2010 report of the AMF working group chaired by Mr Poupart-Lafarge. This entailed overseeing:- the procedure for preparing financial information, and

especially for determining the value of companies in the portfolio;

- the effectiveness of the internal control and risk management systems;

- the audit of statutory and consolidated financial statements by periodically interviewing auditors on their work, in parti-cular on their audit of how securities are valued;

- the independence of Statutory Auditors.

The Committee systematically reviewed:- statutory financial statements;- IFRS financial statements;- analytic dashboards;- valuation rules;- monitoring of the performance of portfolio companies (EBITDA,

debt) as the underpinning for their valuation using peer-group multiples;

- the correct application of internal control procedures by Apax Partners SA for the portion of its business activity that consists in providing investment advisory services to Altamir Amboise.

The Committee regularly reported its findings to the Supervisory Board.

In 2013, the Audit Committee will continue to meet each quarter before the accounts are closed for that period. It will take all assignments mentioned in laws and regulations into account.

3. Remuneration of the corporate officers and stock option plans

Attendance fees for 2011, paid in 2012, totalled €135,000. They were distributed in equal amounts of €11,250 to each Board member having attended at least half of the meetings. The members of the Altamir Amboise Audit Committee and the Chairman of the Supervisory Board received €11,250 in addition to the amount received as a member of the Board.

There are no individual corporate officers other than the members of the Supervisory Board.

As a French limited partnership by shares, Altamir Amboise is governed by a Management Company, Altamir Amboise Gérance, which is also its sole general partner.The rules governing the Management Company’s remuneration can be found in the Company’s Articles of Association and its Registration Document.

The Articles of Association and Registration Document also describe the rules governing the allocation of dividends to the general partner and Class B shareholders.

The Company has no stock option or bonus share plan in place.

4. Other elements of governance

a. Limitations on the powers of the Management 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 control.

b. Potential conflicts of interest between the management bodies

To the Supervisory Board's knowledge, there are no potential conflicts of interest. To the Company's knowledge, the directors have no ownership interest in the companies in Altamir Amboise's portfolio, with the exception of two companies in which Altamir Amboise and the funds managed by Apax Partners SA were minority shareholders and the securities of listed companies for which they filed the customary statements with the Compliance and Internal Control Officer of Apax Partners. These two companies were Aprovia, whose Chairman is Mr Santini and the last shares of which were sold in 2007, and Séché Environnement, whose Chairman is Mr Séché and the shares of which were sold in 2006. Altamir Amboise held 0.55% and 1.69%, respectively of these compa-nies. The Supervisory Board’s Rules of Procedure describe the rules that have been established to prevent conflicts of interest.

c. Procedure for taking part in Annual General Meetings

The procedure for taking part in the Annual General Meetings is

described in Article 23 of the Company's Articles of Association.

Internal control procedures implemented by the Company

1. General framework

Apax Partners and Altamir Amboise use the internal control

principles described in the COSO (Committee of Sponsoring

Organizations of the Treadway Commission) report as a guide-

line.

COSO defines internal control as follows:

“Internal control is a process, effected by an entity’s board of

directors, management and other personnel, designed to provide

reasonable assurance regarding the achievement of objectives

in the following categories:

- effective and efficient operations,

- accuracy of financial reporting, and

- compliance with laws and regulations.”

The report also details the components of internal control:

"- Control Environment

- Risk Assessment;

- Control Activities: adopting standards and procedures that

contribute to ensuring that management's priorities are

implemented;

- Information and Communication: relevant information must

be identified, captured and communicated in a form and

timeframe that enables people to carry out their responsi-

bilities;

- Monitoring: internal control systems must themselves be

monitored – a process that assesses the quality of the

system's performance over time."

An internal control system designed to address the objectives

described above does not guarantee that the objectives set will

be achieved, because any procedure has inherent limits.

Concerning the effectiveness and efficiency of operations, Apax

Partners and Altamir Amboise's objective contains three compo-

nents: 1) identify and carry out the best investments possible

in line with the Group's strategy, 2) oversee the performance of

the companies in the portfolio and adhere to the plan approved

with their managers, 3) protect its own assets or assets under

management by controlling cash flows, financial instruments

and securities in the portfolio.

58




Altamir Amboise does not have any resources of its own and invests either on a pari passu basis with the funds managed by Apax Partners SA, or as an investor in the Apax France VIII-B fund, managed by Apax Partners MidMarket SAS, and the Apax VIII LP fund, advised by Apax Partners LLP.

The procedures relating to Altamir Amboise are therefore inextricably linked to those of Apax Partners.

In the remainder of this document, unless otherwise specified, the term "Company" refers to both Apax Partners and to Altamir Amboise.

In line with the framework, in 2003, the Company inventoried all existing procedures, updating and adding to them before publishing an initial manual of procedures and internal control. The manual was completely rewritten in 2009 and notes on operations intended for internal use were added. It continues to be updated periodically.

2. Measures taken in 2012

The Company made progress in several areas:

- an audit of information systems;

- continued periodic controls of internal control performed by an external team;

- the finalisation of the risk map;

- the ongoing combat against money-laundering and terrorist financing.

A. Audit of information systems

- Apax Partners had an audit performed of its information systems presenting the advantages and disadvantages of using remote rather than completely internal IT systems;

- The audit also assessed security and recovery procedures if the premises become inaccessible;

- At the same time, Apax Partners launched a study of ERP solutions available on the market, specifically designed for private equity, which could potentially replace certain tools currently used.

Recommendations will be implemented over the next few finan-cial years.

B. Continued periodic controls of internal control and the correct application of the regulations specific to SCRs (quotas)

Some of the controls carried out during the year, as in 2011, were: - ensuring the staff at Apax Partners adhered to the Code of

Ethics, especially regarding personal investments;- monitoring legal registers;

- ensuring compliance of Apax Partners' employment contracts;

- adhering to the regulations governing voting at Annual General

Meetings;

- monitoring short-term investments of cash;

- ensuring compliance in how procedures for combating money-

laundering and terrorist financing are applied;

- monitoring the corporate officer responsibilities of Apax

Partners' staff;

- verifying compliance and preventing or resolving potential

conflicts of interest.

No significant anomalies were detected. The procedures will,

however, continue to be strengthened in all the areas identified.

C. Combat against money laundering and terrorist financing

- As every year, Apax Partners employees took part in a training

course on combating money laundering and terrorist finan-

cing,

- Controls suited to the nature of the transactions were made.

It should be noted that Article 242 quinquies, paragraph II

of the French Tax Code and Article 171 AS bis of Appendix

II introduced, as of 31 December 2006, a detailed statement

enabling the tax authority to check that SCRs adhere to the 50%

quota imposed on them. The statement was duly filed with the

tax authorities and complies with the detailed calculations the

Company had already made.

3. Summary of the Company's internal control procedures

This section reiterates much of the content of previous reports

on internal control. Its purpose is to refresh the reader's memory

of the practices implemented by the Company.

A. General organisation of the Company's internal control

procedures

a) Internal control participants and their activities

The purpose of the Company is to invest, in principle, in securi-

ties of unlisted companies, either directly, or via special-

purpose vehicles such as private equity funds (FCPRs) or

European private equity entities.

Altamir Amboise continues to invest and divest alongside the

funds from Apax France IV to Apax France VII, managed by Apax

Partners SA.

Since 2011, Altamir Amboise also invests via Apax France

VIII-B, managed by Apax Partners MidMarket SAS, and since

2012, via the Apax VIII LP fund advised by Apax Partners LLP

in London.

For these investments, it is assisted by investment and support teams.

The first objective of internal control is to ensure the quality of the investment and divestment process. Internal control involves ensuring that the investment teams focus solely on projects in line with the Company strategy in terms of sector, maturity, size and expected financial performance.

The investment monitoring bodies for the funds managed in France are: - Approvals Committee: composed of two or three experienced

partners, the Approvals Committee monitors the due diligence and negotiation procedures undertaken by the investment team;

- Investment and divestment committee: composed of four senior partners, the committee takes the final decisions on investments and divestments: full or partial sale, merger, IPO, reinvestment;

- Portfolio Monitoring Committee: composed of four partners and external consultants, the committee meets according to a pre-determined schedule. Its role is to work with the team in charge of an investment so as to ensure that the strategic and operational objectives are met and that the performance of the investment is controlled.

All investments are subject to a financial, legal and tax audit by one or more renowned independent auditors. Other reviews (market, insurance and environment) are carried out when necessary.

The Management Company has ensured that Apax Partners LLP operates similarly to the French management companies.

The second objective is to control cash flows and assets.This is achieved by implementing the following processes: - The accounting and fund administration processes are segre-

gated;- Securities are registered in "pure" nominative form and perio-

dically reconciled with the custodian and registrars of each company;

- Payment instructions are centralised with the Chairman of the management companies in the case of the funds, and with the Chairman of the Management Company of Altamir Amboise;

- Fund administration, together with the bank custodian, ensures that the legal documentation is complete before submitting the documents to the Chairman for signing;

- Fund administration and the accounting department ensure the pari passu distribution of investments and divestments between the funds and Altamir Amboise and between Apax France VIII-A and Apax France VIII-B, Altamir Amboise's new investment vehicle, based on the rules defined at the start of every half-year.

We reiterate that Altamir Amboise's Supervisory Board created an Audit Committee, which can be assisted by the Company's Statutory Auditors. The third objective is the accuracy of financial reporting. The objective is achieved by cross-checking accounting data with data from the securities management system. Increasingly sophisticated automation limits the risk of human error.

The fourth objective is compliance with laws and regulations in force. The Company does everything in its power to adhere not only to general regulations, but also to the regulations specific to SCRs (investment eligibility quotas) and to listed companies.The two asset management companies have each appointed a Compliance and Internal Control Officer. The Code of Ethics is an integral part of the rules of procedure. The Compliance and Internal Control Officers have opted to outsource second-level controls relating to compliance and internal control of the management companies to Aplitec, while maintaining responsi-bility therefor. Aplitec's assistance falls under Articles 313-72 to 313-76 of the AMF General Regulation applying to manage-ment companies that delegate or outsource certain functions. b) External accreditations Apax Partners SA and Apax Partners MidMarket SAS are AMF-approved portfolio management companies. They are members of AFIC, a French professional association for capital investment companies. AFIC has published a Code of Ethics and reference guides. Moreover, Apax Partners SA / Apax Partners MidMarket SAS and consequently Altamir Amboise comply with the International Private Equity and Venture Capital Valuation Guidelines, developed by AFIC, EVCA, BVCA and others, and the COSO internal control framework.

Apax Partners LLP is a member of BVCA, the British venture capital association whose rules and codes are equivalent to AFIC’s, and EVCA, the European private equity and venture capital association.

c) Preparing financial and accounting reports for sharehol-ders

• Systems and processes for preparing accounting and finan-cial statements

Three software tools are used to manage financial and accoun-ting data: - Sage 100 Comptabilité, developed by Sage and used for

general accounting and payroll, - EquityWorks, developed by Relevant and used for managing

the private equity funds' and Altamir Amboise's securities,

60



1management RePoRt CHairmaN's rePort

- open executive, developed by cegid and used for preparing financial statements and analysis reports .

the consolidated (iFRs) financial statements are generated using excel spreadsheets .

the accounting system and open executive are widely used in France, and equityWorks is distributed throughout the world . they are well documented .

the two transaction processing systems are used independently of each other . the accounting department uses sage comptabilité 100 whereas fund administration uses equityWorks . as a result, information must be reconciled and checked during reporting . open executive uses data generated by the two transaction processing systems to produce all the required statements and analyses .

the accounting department has a formal chart of accounts and a set of operating procedures, with an analysis generated for each account . a detailed report is also generated for every valuation of a financial instrument .

a meticulous process is used to convert the statutory financial statements into consolidated financial statements and to carry out compliance analyses .

after verifying the quality of the data produced by the two transaction processing systems, the data are automatically centralised so as to generate the accounting and financial reports .

once the audit committee has completed its investigations, it addresses its comments and recommendations to the supervisory Board .

• Valuation of the securities in the portfolio

For a portfolio management firm or scR, reporting is based in particular on the valuation of the securities in its portfolio .a quarterly valuation is prepared by each partner in charge of an equity investment held by apax France funds iV to Vii . their proposals are reviewed and may be amended during the meetings of all the partners . altamir amboise's audit committee may also question a valuation . the valuations derived from financial models (for securities acquired in LBos) are checked by the finance department, which carries out tests of consistency with past valuations . as indicated above, the process of preparing and checking valuations has been improved to include measures such as an analysis of the value created over time .

the statutory auditors and the finance department review the valuations with the sector teams .

For the apax France Viii-B and apax Viii LP funds, the finance department and statutory auditors rely on the reviews performed by the statutory auditors of those entities .

b. summary of the internal control procedures implemented by the Company

the full set of procedures can be found in the internal control guidelines .

the presentation of the parties involved in operations and controls has already served to describe how the specific committees control and monitor investments / divestments (approvals committee, investment committee, Portfolio monitoring committee) .transactions and assets are controlled by segregating the tasks of the accounting department and fund administration, centrali-sing signatures and reconciling transactions with the custodian .compliance with the code of ethics included in the rules of procedure is monitored centrally by an ethics manager who reports to the compliance and control officer of each manage-ment company . the rules on ethics are presented later on in this report, in the section entitled “ethics” .

in order to avoid the risks of insider trading, the ethics officer and compliance and internal control officer maintain a list of companies whose securities employees and their families are prohibited from trading . in practice, any investment in a listed or unlisted company must first be authorised by the ethics officer .

the control is not carried out solely on transactions internal to the company, but also on the companies in the portfolio . apax Partners sa and apax Partners midmarket sas are corporate officers of practically all the companies in the portfolio . the permanent representatives of the management company (or the directors themselves) perform the role of corporate officers . they are active in boards and on remuneration and audit committees . they receive a monthly activity report and each comments on it in the partner meetings . they take the greatest care to ensure that the capital of the funds managed by apax Partners and altamir amboise is invested in accordance with the objectives set at the time of investment .

the company exercises its voting rights at each agm .

C. Procedures

in order to compile this report, the chairman of the supervisory Board interviewed all the parties involved in internal control: the cFo, the compliance and internal control officer, the Deputy internal control officer, the statutory auditors and the members of the audit committee .

The topics of internal control and ethics were discussed during the Supervisory Board meetings.

D. Identification of serious deficiencies or inadequacies of the internal control system

To our knowledge, no serious deficiency or inadequacy was revealed during the assessment or preparation of this report.

4. Relationship between risk factors and the internal control procedures

A. Liquidity risks

The Company's commitments to the Apax France VIII-B and Apax VIII LP funds have been set within a range enabling it to respond to capital calls based on anticipated cash. To the best of the Company's knowledge, no company in the portfolio has financial difficulties or needs in excess of the off-balance-sheet commitments detailed in the notes to the statutory financial statements.

B. Market risks

a) Risks inherent to the private equity business

The risks inherent to the private equity business are listed in the Registration Document as follows:

- Risks related to the economic environment;

- Risks related to the absence of liquidity of investments;

- Risks inherent to the acquisitions and investment business;

- Risks particular to leveraged transactions;

- Risks particular to venture capital and growth capital transac-tions;

- Risks related to the costs incurred on unrealised investment projects;

- Risks related to the estimation of the value of the Company's investments.

Given their nature, it is impossible to fully eliminate these risks. As described in section 3 (Summary of internal control proce-dures), the Company has set up committees that i) monitor all investment procedures (and approve spending budgets on a per project basis), ii) make sure that the companies are adhering to their business plans and anticipate any decreases in perfor-mance of the companies, and iii) decide upon and ensure that divestments and any IPOs are successfully accomplished. Investments / divestments are never carried out by just one person. They are always monitored and controlled by commit-tees of highly experienced investors.

b) Risks related to the investment capacity of Altamir Amboise

These risks are not related to control procedures, but to the Company's access to the capital markets. There is no guarantee that at any given time market conditions will be favourable to raising capital, at least to the extent required to carry out

planned investments.

As previously explained, the Management Company determines

at the beginning of each six-month period how much Altamir

Amboise and the Apax France VII fund will invest based on the

cash flow projections of each entity.

In face of market uncertainty, the 2009 investment rate was

expressed as a percentage range (5% to 43%) rather than

a fixed rate. This range was revised for 2010 to 10%-43%.

Investments carried out in 2010 reached the upper end of the

range, i.e. 43%. One new investment was made by Apax France

VII in 2012. It is expected to be the last.

As previously indicated, Altamir Amboise will henceforth invest

via the Apax France VIII-B fund, which invests in turn on a

pari passu basis with the Apax France VIII-A fund. Altamir

Amboise may adjust its investments based on cash flow projec-

tions as part of an adjustable commitment of between €200m

and €280m.

Altamir Amboise also invests in the Apax VIII LP fund. Its

maximum total commitment is €90m. This amount is not adjus-

table, but was set based on the Company’s long-term cash flow

projections.

Altamir Amboise has participated in leveraged investments in

listed companies whose securities are pledged to lending insti-

tutions. It has and may still need to pledge cash collateral

should the valuation of securities be insufficient to cover the

loan guarantees. This additional collateral may reduce Altamir

Amboise's capacity to invest, with a maximum risk of €0.86m in

the event of a 20% decline in the market price averages used

as a reference for these companies.

c) Risks related to co-investment with the Apax France VII

fund

These risks are not related to the internal control procedures.

In theory, no new investments will be made by this fund other

than follow-on investments in its portfolio companies. Altamir

Amboise will no longer run the risk of not participating in any

investment opportunities.

d) Risks related to investment in the Apax France VIII fund

The Apax France VIII fund has characteristics identical to those of the Apax France VII fund. The Company may be faced with the risks listed previously. Altamir Amboise is affected by the investment decisions taken by Apax Partners MidMarket SAS, the company managing the Apax France VIII-A and Apax France VIII-B funds.

By implementing the new structure and amending the Articles of Association, any conflict of interest between Altamir Amboise and Apax Partners MidMarket SAS is avoided.

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e) Risks related to investment in the Apax VIII LP fund

The Apax VIII LP fund is advised by Apax Partners LLP accor-ding to a process equivalent to that used for funds managed in France by Apax Partners MidMarket.

The risks of conflicts of interest and the management of these risks are also equivalent.

f) Risks related to fluctuations in listed share prices

• Risks related to fluctuations in the listed share prices of investments

Altamir Amboise holds a large number of listed securities, either directly or indirectly through holding companies, and may therefore be affected by a downturn in the market price of such securities.Altamir Amboise tracks share prices and their impact on NAV (IFRS basis) compared with valuations in the previous quarter. Depending on certain developments, action may be taken on behalf of the fund in question and Altamir Amboise.To date, the Company has opted not to hedge risks to changes in share price, as exits are generally planned so as to include control premiums.

• Risks on marketable securities and shares held in treasury Altamir Amboise invests the majority of its cash in non-dynamic money-market funds, negotiable debt securities issued by large French banks and time deposit accounts. It is therefore reaso-nable to assume that this capital is not exposed to risk.

Treasury shares are only held for the purpose of the liquidity programme. As of 31 December 2012, these securities were valued at €244,200. A variation of 10% would represent only €24,420.

• Risks related to investments in funds of hedge fundsAltamir Amboise has invested a portion of its cash (€10m as of December 31, 2012 and €30m to date) in a fund of hedge funds. This fund (AARC) has an excellent performance record. Funds can be liquidated with 95 days advance notice, plus an additional margin of 35 days. Minimum redemption is 90%. Its past performance is not an indication of future performance, and the fund could result in a capital loss..

g) Interest rate risks

• Risks related to LBO transactionsIn the context of leveraged transactions, Altamir Amboise is indirectly subject to the risk of an increase in the cost of debt and the risk of not obtaining financing or being unable to finance the planned new transactions at terms that ensure satisfactory profitability.

The Company will not commit to an investment until it has secured financing and negotiated terms meeting the Company's profitability objectives.

• Risks related to cash investmentsAs mentioned above, when Altamir Amboise has surplus cash, it invests the majority of it in fixed-income products, mainly at fixed rates. Early withdrawals from time deposit accounts may slightly lower the interest paid, but under no circumstances do they result in a capital loss.The investment in the AARC fund could result in a capital loss, despite the quality of the fund’s management.

• Risks related to other financial assets and liabilitiesFinancial assets tied to an interest rate include shareholder loans or securities such as corporate bonds classified and held as portfolio investments. These financial assets are assumed to be redeemed or converted at maturity. As a result, they do not present any interest rate risk per se.

Altamir Amboise has no financial liabilities.

h) Currency risk

Altamir Amboise does not hedge against currency fluctua-tions, because the foreign exchange impact is insignificant with respect to the absolute value of the expected gains on the foreign currency securities.

C) Legal and tax risks

a) Legal risks related to the status of a limited partnership by shares

Because of the legal form of the Company, it would be virtually impossible for the shareholders of Altamir Amboise (even an overwhelming majority) to terminate the activities of Altamir Amboise Gérance against its will.

b) Risks related to the legal and tax rules governing SCRs

The main risk is of losing SCR tax status due to a failure to adhere to eligibility quotas. The Company not only conducts a very detailed review every six months as required by law, but also runs a simulation on the quota before finalising any planned investment to ensure that the transaction will not put the Company out of compliance with its legal obligations.

In opting for this tax regime, Altamir Amboise vigilantly adheres to the limits imposed on it. Nevertheless, failure to comply with certain conditions could lead to the loss of SCR status, and consequently, the retroactive loss of tax benefits which have been passed on to shareholders.

Furthermore, in the past, the legal and tax regime of venture capital firms has often been changed. Altamir Amboise there-fore cannot guarantee that it will not be subject to restrictions in addition to those currently in place, that the tax regime applicable to its shareholders will not change, or that it will

be able to continue to enjoy the benefits of the favourable tax regime.

At the beginning of 2009, Altamir Amboise was subject to a tax assessment of €1.08m plus €0.29m in interest and penalties relating to the business tax for financial years 2006 and 2007.This is a large-scale operation by the tax authority affecting the main SCRs. Altamir Amboise decided to contest this assessment in the administrative courts, but its action was dismissed in the first instance.In 2011, the Company was again assessed for back taxes on 2008 and 2009. The principal amount was €136k, and interest and penalties totalled €26k as of the assessment date.

The 2010 Budget Act replaced the business licence tax (taxe professionnelle) with a CET tax. The CET tax is made up of two contributions: the CFE tax, based on the value of the company's property, and the CVAE tax, based on the value-added generated by the company.The CVAE component specifically provides for taxation of SCRs based on certain types of capital gains (excluding equity invest-ments) and revenue.A CVAE tax audit for the 2010 and 2011 financial years was performed. The Company received notice of a tax assessment. However, since the options it applied were expressly stated on its tax return, no penalty will be applied. The Company plans to contest this assessment. The relevant amounts are indicated in the notes to the financial statements.

c) Risks related to the holding of minority interests

This risk is not included in internal control in its strictest sense. Given the ratios of co-investment with the Apax France VII fund, Altamir Amboise will always hold a minority stake in the companies in which it invests directly. Nevertheless it should be noted that it is Apax Partners' policy, when deciding to invest in a company, to obtain the rights necessary to protect the investments of its funds and of Altamir Amboise.

However, as Apax Partners has not in principle ruled out the possibility of investing in companies in which the funds it manages and Altamir Amboise would together hold a minority of the shares or the voting rights, it would not then be in a position to protect their interests.

d) Risks related to access to privileged information

Given the responsibility deriving from their activities, certain partners or employees of Apax Partners may have access to confidential or unpublished information on a company in which Altamir Amboise is planning to invest or in which it holds a stake. Because of this, Altamir Amboise and the funds managed by Apax Partners may not be in a position to invest in or dispose of the investment in question in the required time.

The company does its utmost to plan divestments so that they take place on dates authorised by stock exchange regulations.

e) Risks related to the regulation of sector concentration

Given the legal ties between Altamir Amboise and Apax Partners, Altamir Amboise may, for certain acquisitions, be subject to regulations on sector concentration applicable in France, Europe and other countries.

There is therefore a risk that certain investments envisaged by Altamir Amboise may be delayed, limited or prevented by the authorities in accordance with these regulations.

This risk is taken into account when scheduling dates for signing and finalising investment agreements. The same type of risk exists for divestments.

f) Other legal and tax risks

Legal, tax and regulatory changes may arise and may have an unfavourable effect on Altamir Amboise, the companies in its portfolio and its shareholders. As an example, the range of transactions to which private equity firms have access has in the past been affected by a lack of senior and subordi-nated credit facilities, given the regulatory pressure on banks to reduce their risk on this type of transaction.

Furthermore, Altamir Amboise may invest in other countries that may themselves change their tax legislation, potentially with retroactive application.

D) Competition risks

Altamir Amboise cannot guarantee that Apax Partners will continue to be in a position to, or want to study certain invest-ment opportunities, nor can it guarantee that any acquisition proposals put together by Apax Partners on behalf of Altamir Amboise, Apax France VII, Apax France VIII and Apax VIII LP will be accepted by the sellers if more competitive offers are made.

Moreover, price pressure, caused by the presence of an increa-sing number of intermediaries, may lead Altamir Amboise to either have to invest at financial terms that may erode its expected profitability or to come up against difficulties in identifying and winning investments offering profitability that corresponds to its criteria.

The best approach to mitigating this risk is to seek out "proprie-tary" investments, i.e. those where Apax Partners initiates the transaction.

E) Risks related to Apax Partners

a) Risks related to the dependence of Altamir Amboise on Apax Partners

Altamir Amboise is linked to Apax Partners SA by an investment advisory services contract.

64




Given Altamir Amboise's status as a limited partnership by shares and given that Maurice Tchenio and the other partners of Apax Partners SA together hold, directly and indirectly, almost all the capital of Altamir Amboise Gérance SA, the general partner and Manager of the Company, it would in practice be virtually impossible for the shareholders of the Company to terminate this contract and the co-investment agreement – as long as they remain valid – without the approval of Apax Partners SA, regardless of the performance of the portfolio Altamir Amboise constructed based on the advice of Apax Partners.

Concerning the management of its assets, Altamir Amboise is therefore tied to Apax Partners SA for a significant period of time, regardless of changes to Apax Partners, its shareholders, managers, employees, resources, performance and strategy.

Furthermore, since 2011, Altamir Amboise invests directly in the Apax France VIII-B fund, managed by the new manage-ment company, Apax Partners MidMarket SAS. Altamir Amboise will therefore also be closely tied to the developments of this company.

The same is true of Apax Partners LLP, the advisor for the Apax VIII LP fund.

The partners of Apax Partners do everything in their power to ensure Altamir Amboise's interests are best served.

b) Risks related to key personnel

• Risks related to the management and control of Apax PartnersMaurice Tchenio is the founder of Apax Partners SA and for more than 25 years, he has played a major role in managing this company and the funds created by Apax Partners. He alone has the controlling interest in Apax Partners SA and Altamir Amboise Gérance SA, the Management Company and general partner of the Company.

His departure, extended absence or death could therefore have a significant unfavourable effect on the activity and organi-sation of Apax Partners, and consequently on the activity of Altamir Amboise and its future outlook.

A succession plan is in place covering both the organisational and shareholding aspects of Apax Partners SA, passing control to the other partner-shareholders of Apax Partners SA in the event that Maurice Tchenio should die or be incapacitated.

Beginning with the Apax France VIII fund, management is the responsibility of Apax Partners MidMarket SAS, headed by Eddie Misrahi. Equity capital is shared between the five partners of this company. The operations of the management company would obviously be disturbed in the event of an extended absence or the death of Mr Misrahi, but the other partners would be able to implement the business continuity plan without major detri-ment.

Apax Partners LLP is headed by Martin Halusa. The organisation currently in place will enable a transition to be made, in the event of the Chairman’s departure, without any negative effect.

• Risks related to other professionals working for Apax PartnersAltamir Amboise's success depends to a large extent on the skills and expertise of the partners and other professionals employed by Apax Partners, and it cannot be guaranteed that these individuals will continue to be employed by Apax Partners.

The size of the team of professionals at Apax Partners, the reputation of the company itself and the team-based approach to decisions on investments, portfolio management and divest-ments tend to limit the impact of isolated departures of one or more of the group's employees. However, as the teams are specialised in their operational sectors, the departure of any given professional, and in particular a partner, may have a negative effect on Altamir Amboise's capacity to invest in the sector in which the professional specialised.

This report does not aim to describe the procedures in detail. Our description of the organisation and our internal control principles is intended to give you an outline of how our internal control system functions.

In 2012, the Company pursued internal control initiatives, contin ued to combat money laundering and the financing of terror ism and stepped up IT security.In 2013, we will continue to implement corrective actions if we or our auditors identify weaknesses or omissions.If a new IT system is required, it will be deployed gradually, with no risk to the operations of the company and its advisors.

This report was approved by the Supervisory Board during its meeting on 5 March 2013.

Chairman of the Supervisory Board

66

1. soCial iNFormatioN

altamir amboise sca has no customers . the company therefore does not produce any social information .

2. eNViroNmeNtal aND soCietal iNFormatioN

altamir amboise sca supports apax Partners in its environmental policies . the following comments relate to apax Partners (“the company”) but also involve altamir amboise directly .

in 2011, the company started a programme of environmental, social and corporate governance (esg) initiatives .

a medium-term, three-phase development plan was drawn up with the help of a specialised firm .

the company started to implement the first phase in 2011 and 2012 .

our principal initiatives were to:

- sign the un’s Principles of Responsible investment (PRi);

- train and raise awareness among staff;

- appoint a person responsible for esg activities;

- conduct a survey of principal investors on their esg expectations;

- measure our carbon footprint;

- Review the esg policies of portfolio companies;

- systematically verify esg activities of potential investments;

- take esg into account in our communications;

in June 2012, apax Partners was awarded Pantheon Ventures’ gP Responsible investing prize in recognition of the company’s commitment and efforts to create value through sustainable development .

management RePoRt esG rePort

iNFormatioN oN soCial, eNViroNmeNtal aND sUstaiNable DeVeloPmeNt matters, as Well as measUres to Combat DisCrimiNatioN aND Promote DiVersitY(Articles L.225-102-1 and R.225-14 et seq. of the French Commercial Code)


1MANAGEMENT REPORT STATUTORY AUDITORS' REPORT


In our capacity as Statutory Auditors of Altamir Amboise, and in

accordance with Article L.226-10-1 of the French Commercial

Code, we hereby report to you on the report prepared by the

Chairman of your Company in accordance with the same Article

for the year ended 31 December 2012.

It is the Chairman's responsibility to prepare and submit for

the Supervisory Board's approval a report on internal control

and risk management procedures implemented by the Company

and on the other information required by Article L.226-10-1 of

the French Commercial Code relating, in particular, to corporate

governance.

Our role is to:

• report our observations, if any, on the information contained in

the Chairman's report on the internal control and risk manage-

ment procedures relating to the preparation and processing of

the accounting and financial information, and

• confirm that the report also includes the other information

required by Article L.226-10-1 of the French Commercial

Code. It should be noted that it is not our role to verify the

fairness of this other information.

We conducted our work in accordance with professional

standards applicable in France.

Information on the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information

The professional standards require that we perform the neces-

sary procedures to assess the fairness of the information

provided in the Chairman's report in respect of the internal

control and risk management procedures relating to the prepa-

ration and processing of the accounting and financial informa-

tion.

These procedures consist mainly in:

• obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairman's report is based and of the existing documentation;

• obtaining an understanding of the work performed to support the information given in the report and of the existing documentation;

• determining if any material weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we have noted in the course of our work are properly disclosed in the Chairman's report.

On the basis of our work, we have no matters to report on the information relating to the Company's internal control and risk management procedures relating to the preparation and proces-sing of the accounting and financial information contained in the report prepared by the Chairman of the Supervisory Board in accordance with Article L.226-10-1 of the French Commercial Code.

Other informationWe confirm that the report prepared by the Chairman of the Supervisory Board also contains the other information required by Article L.226-10-1 of the French Commercial Code.

Paris and Paris-La Défense, 15 March 2013

The Statutory Auditors

CFA Ernst & Young et autres François-Xavier Poussière Jean-François Nadaud

STATUTORY AUDITORS' REPORTprepared in accordance with Article L.226-10-1 of the French Commercial Code, on the report of the Chairman of the Supervisory Board of Altamir Amboise

68


1RAPPORT D’ACTIVITE RAPPORT DE LA GERANCE


2012 STATUTORY FINANCIAL STATEMENTS

BALANCE SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

NOTES TO THE STATUTORY FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

1. Activity and significant events in 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 1.1 Activity in 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 1.2 Significant events during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 1.3 Key events since 31 December 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

2. Accounting rules and methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 2.1 Non-current financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 2.2 Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 2.3 Other non-current financial assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 2.4 Equity investments and portfolio investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 2.5 Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2.6 Sundry receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2.7 Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2.8 Short-term investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2.9 Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 2.10 Sundry financial liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 2.11 Trade payables and related accounts,

tax and social security liabilities and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 2.12 Off-balance-sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

3. Notes relating to certain income statement items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 3.1 Cash management and operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 3.2 Portfolio management activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

4. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 4.1 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 4.2 Rights of the general partner and Class B shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 87

LIST OF SUBSIDIARIES AND EQUITY INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

STATUTORY AUDITORS' REPORT ON THE STATUTORY FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

1

2

3

4

7070

Uncalled subscribed capital

31/12/2010 31/12/2011 31/12/2012

Gross Amortisation Provisions

Net

NON-CURRENT ASSETS

Intangible assets

Set-up costs 0 0 0 0 0

Concessions, patents and trademarks 1,000 1,000 1,000 0 1,000

Property, plant & equipment

Office equipment and furnishings 0 0 0 0 0

Transport equipment 0 0 0 0 0

Facilities and fittings 0 0 0 0 0

Net non-current financial assets

Portfolio investments held as non-current assets (TIAP) 203,705,062 48,714,357 90,265,689 0 90,265,689

Other portfolio investments 400,000 0 0 0 0

Receivables related to TIAPs 41,305,810 0 0 0 0

Equity investments 0 173,639,107 282,886,782 77,813,567 205,073,215

Receivables related to equity investments 0 35,237,052 42,428,410 1,931,540 40,496,870

Other receivables 0 0 54,428,416 54,428,416 0

Other non-current financial assets 512,214 500,601 619,148 67,391 551,757

TOTAL (I) 245,924,086 258,092,117 470,629,445 134,240,914 336,388,531

CURRENT ASSETS

Sundry receivables 112,553 5,604,038 4,325,375 0 4,325,375

Marketable securities 30,558,512 76,134,275 94,126,359 0 94,126,359

Cash on hand 58,216 56,207,631 3,729,164 0 3,729,164

Accrued interest on receivables 0 0 0 0 0

TOTAL (II) 30,729,280 137,945,944 102,180,899 0 102,180,899

Issue costs for convertible bonds (ORAs)

Prepaid expenses 70,405 83,409 64,149 0 64,149

Currency translation adjustments on assets

TOTAL (III) 70,405 83,409 64,149 0 64,149

TOTAL ASSETS (I) + (II) + (III) 276,723,772 396,121,470 572,874,492 134,240,914 438,633,579

Commitments given:

Additional commitments 382,648 339,700 0

Commitments – New investments

Other commitments 1,358,081 230,139,978 280,717,384

ASSETSas of 31 December 2012(in euros)

1


31/12/2010 31/12/2011 31/12/2012

sHareHolDers’ eQUitY

Capital 219,259,626 219,259,626 219,259,626

Share premiums 107,760,744 107,760,744 107,760,744

Reserves 12,859,262 12,859,262 56,550,611

Retained earnings -71,008,483 -65,858,699 11,235

Net income for the year 5,149,783 120,005,939 52,497,601

Interim dividend

total (i) 274,020,932 394,026,871 436,079,816

otHer eQUitY

Convertible bonds (ORA)

total (ii) 0 0 0

ProVisioNs For risKs aND CoNtiNGeNCies 2,414,585 161,627 0

total (iii) 2,414,585 161,627 0

liabilities

Sundry financial liabilities 4,942 33,769 15,349

Liabilities on non-current assets 0 0 0

Trade payables and related accounts 281,649 203,589 266,377

Tax and social security liabilities 0 1,693,952 2,269,534

Other liabilities 1,662 1,662 2,502

total (iV) 288,254 1,932,972 2,553,763

total liabilities aND sHareHolDers’ eQUitY (i) + (ii) + (iii) + (iV) 276,723,772 396,121,470 438,633,579

2LIABILITIES & SHAREHOLDERS' EqUITYas of 31 December 2012(in euros)

7272

31/12/2010 31/12/2011 31/12/2012

1. CASH MANAGEMENT AND OPERATING ACTIVITIES

Commissions and brokerage fees

Financial income

Income from cash investments 159,393 612,187 1,830,574

Net income from sale of marketable securities 138 138,480 392,036

Other financial assets 0 0 0

Reversals of provisions 0 0 0

Other income 0 0 2

Transfers of expenses 0 0 0

Operating expenses

Purchases and other external expenses 8,784,221 7,342,906 9,450,946

Wages and payroll expenses 0 0 0

Taxes, fees and similar payments 8,465 2,772,239 1,144,330

Depreciation, amortisation and provisions 0 0 0

Financial expenses

Interest and similar expenses 4,205 22 33

Net expenses from sales of marketable securities 0 0 0

Allocations to provisions for impairment 0 0 0

Other financial expenses 0 0 0

Other expenses 90,000 90,000 135,006

Income from revenue operations (before corporation tax) -8,727,360 -9,454,500 -8,507,703

2. PORTFOLIO MANAGEMENT ACTIVITIES

Income

Capital gains on sales of equity investments 24,841,841 154,299,399 7,502,213

Reversals of provisions 29,547,418 38,216,860 64,250,933

Other income 14,796,755 25,560,854 20,421,734

Expenses

Losses on sales of portfolio investments 16,791,364 28,331,234 3,867,060

Allocations to provisions for impairment 35,094,622 61,457,813 27,345,007

Other expenses 3,372,661 0 148,152

Income from capital transactions 13,927,367 128,288,067 60,814,661

Extraordinary income 110,094 1,545,366 264,697

Extraordinary expenses 160,318 372,993 74,054

Corporation tax

Total net income 5,149,783 120,005,939 52,497,601

INCOME STATEMENT FOR THE YEAR ended 31 December 2012(in euros)

1


NOTES TO THE STATUTORY FINANCIAL STATEMENTSAS OF 31 DECEMBER 2012

1. ACTIVITY AND SIGNIFICANT EVENTS IN 2012Altamir Amboise is a French limited partnership by shares (Société en Commandite par Actions) governed by Articles L.226.1 to L.226.14 of the French Commercial Code. Its principal activity is the acquisition of equity interests in other companies. The Company opted to become a "société de capital risque" (special tax status for certain private equity and other investment companies), as of financial year 1996.

1.1 Activity in 2012The main events in 2012 were as follows:

Companies Amounts invested 2012

Change in commitments 2012

Total investments and commitments 2012

Unlisted shares

Apax VIII-A LP 3,600,000 3,600,000

Afflelou (Lion/Seneca Lux 1) 20,617,202 20,617,202

Total 1 24,217,202 0 24,217,202

Follow-on investments / divestments including a second round in portfolio companies were as follows:

Companies Amounts invested 2012

Change in commitments 2012

Total investments and commitments 2012

Unlisted shares

Apax France VIII-B 34,676,960 34,676,960

Afflelou (3AC Finance) -16,099 -16,099

Capio (Cidra) 27,956 27,956

DBV Technologies 279,994 279,994

Etai (InfoPro communications) -6,863 -6,863

Neurotech Inc. 55,314 55,314

Newron Pharma (NWL) 3,298 3,298

Season (Fin Season) 931,540 931,540

Season (Sandinvest) -930,856 -930,856

Thom Europe (Eur Jewellers I) 30,781 30,781

Unilabs (Cidra) 3,894,152 3,894,152

Total 2 38,946,177 0 38,946,177

Listed shares

Altran (Altrafin Participations) -10,787,328 -10,787,328

GFI Informatique (Itefin) 524,600 -339,700 184,900

Séchilienne (Financière Hélios) 3,248,000 3,248,000

Séchilienne (H Participations) 4,766 4,766

Total 3 -7,009,962 -339,700 -7,349,662

Totals 1+2+3 56,153,417 -339,700 55,813,717

2STATUTORY FINANCIAL STATEMENTS NOTES

7474

Divestments:

All companies Sale price

Gain Loss Provision reversals

Impact on net income/loss

Unlisted shares

Liquidation

Total sale 18,716,309 7,471,912 1,179,017 1,132,178 7,425,073

Partial sale 5,498,361 29,473 0 0 29,473

Listed shares

Total sale 147,207 828 2,688,043 2,532,895 -154,321

Partial sale 0 0 0 0 0

Total 24,361,877 7,502,213 3,867,060 3,665,072 7,300,226

Distribution of dividends

The dividend paid to the limited shareholders in 2012 for financial year 2011 was €0.20 per ordinary share outstanding (excluding treasury shares), or a total of €7,302,460. In addition, dividends of €315,343 and €2,838,088 were paid pursuant to the Articles of Association to the general partner and to the holders of Class B shares respectively, for the financial year 2011. The total sum distributed for the financial year 2011 therefore amounted to €10,456k.

Portfolio management activities:

(in thousands of euros) Share capital

Share premiums

Reserves Retained earnings

Net income for the year

Total

Shareholders’ equity as of 31/12/11 219,260 107,761 12,859 -65,858 120,005 394,026

2012 net income/loss 0

Allocation of 2011 net income/loss 43,691 65,858 -120,005 -10,456

Allocation of 2011 net income/loss treasury shares

11 52,498 52,509

Final situation as of 31/12/12 219,260 107,761 56,550 11 52,498 436,079

There were no operations on share capital in 2012:

31/12/10 31/12/11 31/12/12

Number of ordinary shares 36,512,301 36,512,301 36,512,301

Nominal value of ordinary shares 6 6 6

Amount in euros 219,073,806 219,073,806 219,073,806

Number of Class B preferred shares 18,582 18,582 18,582

Par value of Class B preferred shares 10 10 10

Amount in euros 185,820 185,820 185,820

Total 219,259,626 219,259,626 219,259,626

STATUTORY FINANCIAL STATEMENTS NOTES

1


1.2 Significant events during the year

Direct investments:

The Company invested and committed €17.9m in 2012, which included:

• a €20.6m investment in the new Alain Afflelou holding company in the context of the change of majority shareholder;• reimbursement of collateral following the increase in the share price of Altran (-€10.8m);• follow-on investments and commitments including €0.3m in DBV on its listing on the stock exchange, €3.9m in Unilabs to assist it in its acquisition programme, €0.5m in Itefin/GFI Informatique and €3.2m in Financière Hélios as part of the rescheduling of its bank borrowings.

The divestments side of the business generated €38.5m inclu-ding revenue.Altamir Amboise divested its remaining shares in the listed companies Hybrigenics and Newron, and in the unlisted compa-nies Alain Afflelou, Arkadin, Ask, Odyssey and Parkeon. In addition, all of the assets of Sandinvest were transferred to Financière Season. Altamir Amboise also carried out partial divestments, notably of the companies Wallet investissement II and Infopro.

The Company collected €3m of the Vizada escrow funds. This transaction had been recorded in accrued income as of 31 December 2011.

Investments through the investment funds

Altamir Amboise has started investing through the Apax VIII-A LP fund, advised by Apax Partners LLP. Altamir Amboise has committed to invest a minimum amount of €60m, or 1% of the fund up to a maximum of €90m.Through the Apax VIII-A LP fund, the Company invested €2.8m in Garda, a leading Canadian security and cash logistics company.

In addition, through the Apax France VIII-B fund, the Company has invested and committed €20.4m in a new company: Texa, one of France's leading loss adjusters.

Other events

The Company was subject to a tax audit regarding the calculation of the CET business tax (Contribution Economique Territoriale) for financial years 2010 and 2011. Because the wording of the legislation is unclear, the Company had declared a reduced tax base, clearly indicating its reasoning to the tax authority. The 2011 financial accounts included a provision for a potential additional tax liability.

The tax authority did not accept the Company's interpretation, and concluded that the tax charge was €2,438,098, of which €1,688,555 was provisioned as of 31 December 2011. The additional charge arises from the fact that the tax authority considered all of the shareholdings to be portfolio investments held as non-current assets (TIAPs) rather than equity invest-ments.As the Company had expressly indicated the choice made, no penalty was imposed.The Company will request relief from this assessment from the tax authority; if this fails it will initiate litigation.

Altamir Amboise has available short-term credit lines of €26m. No credit lines were drawn at the balance sheet date because of the positive cash position of €97.9m (including marke-table securities). It should be noted that, as an SCR, Altamir Amboise's debt may not exceed 10% of its net asset value, i.e. €43.6m as of 31 December 2012.

1.3 Key events since 31 December 2012

A framework agreement has been signed with a Chinese consor-tium for the sale of IEE. The transaction should be finalised by 31 May 2013 at the latest once approval has been received from the competition authorities. The company has been valued at sale price in the financial accounts as of 31 December 2012.

The Apax VIII-A LP fund also announced that it has committed to the purchase of Cole Haan, a leading U.S. designer and retailer of premium footwear and related accessories

For the financial year 2013, the Management Company has decided that Altamir Amboise's share of any new investment of the Apax France VIII-B fund will be at the upper end of its commitment range, namely €280m.


7676


2. ACCOUNTING RULES AND METHODS

The statutory financial statements are presented in compliance with the legal and regulatory provisions currently in force in France and recommended in the French chart of accounts.

The presentation of the income statement is based on Opinion No. 30 of 13 February 1987 of the National Accounting Board, which proposes a structure for the accounts that is better suited to the nature of the Company's activities.

2.1 Non-current financial assets (Portfolio investments held as non-current assets (TIAPs) and equity investments)

2.1.1 Portfolio investments held as non-current assets (TIAPs)

Portfolio investments (TIAPs) are the investments held in the Apax France VIII-B private equity fund and in Apax VIII-A LP. No impairment was recorded as of 31 December 2012.

2.1.2 Accounting method for tracking and impairment of equity investments

According to the accounting regulations for commercial compa-nies, equity investments are recognised at their acquisition cost. They may give rise to impairment, but not to revaluation. The manager conducts a review of the listed and unlisted securities at the end of each half-yearly and annual accounting period. When the estimated value is less than the cost, a provision is recognised in the amount of the difference.

The provision for impairment of equity investments and related receivables amounted to €79.7m as of 31 December 2012.

Exits are calculated on a "first-in, first-out" basis.

Receivables in foreign currencies on foreign companies are valued at the exchange rate on the balance sheet date. A provi-sion for risks and contingencies is recognised in the event of any decline in the currency concerned in relation to the euro. This rule is applied to both the book value and the estimated value.

2.1.3 Calculation method for estimated value

Category 1 shares

Companies whose shares are traded on a regulated market ("listed").

The shares of listed companies are valued at the last stock market price, without a discount. For listed shares that are subject to a lock-up clause, the fair value used may, however, differ from the last listed price in order to take account of this clause in the valuation of the share. Lock-up clauses are consi-dered a component of the share value.

Category 2 shares

Companies whose shares are not traded on a regulated market ("unlisted"), but whose shares are valued based on peer-group comparables or recent transactions.

A marketability discount of up to 30% is applied.

After examining the practices of a number of management companies, Apax Partners and Altamir Amboise have opted for a more refined methodology for determining the applicable discounts.

Category 3 shares

Companies whose shares are not traded on a regulated market ("unlisted"), but which are valued in accordance with the following methods:

• Recent acquisitions, in principle within the last 12 months: shares continue to be recognised at cost.

Specific situations may lead the manager to revalue or devalue certain investments over the first 12 months.

• Venture capital, growth capital, and some LBO transactions: price of the last financing round in which a third party invested a significant amount. The last round may be that during which the Apax entities became shareholders. This valuation is used to determine the fair value of the investment, so long as there is no major change in the underlying factors, such as any shortage of cash the company might have for meeting payment obliga-tions before the next financing round can be organised.The price is revised downwards by between 25% and 100% depending on the risk factors identified, such as companies failing to keep up with their business plan or running into cash problems.- 25%: indicates a problem at the company, but the investment is not in danger;- 50%: indicates a risk of loss of a portion of the investment;- 100%: indicates a risk of loss of the entire investment.- Intermediate rates (75% and 90%) may be applied according to the seriousness of the situation and the probability of loss of a significant portion of the investment.

1statutoRY FinanciaL statements Notes

2

this sub-category also includes companies in the exit negotia-tion phase . the exit price may be used at quarterly closing if the status of the project suggests a strong probability of success in the short term and the price is known with sufficient precision . a risk factor is applied, depending on how firm the buyer's commitment is and the possible variation in the final price . • The discounted cash flow method is used in situations where no other method is applicable .

2.2 other receivables

this account corresponds to accrued interest on securities in the investment portfolio .

the company has determined that accrued interest is generally included in the acquisition price paid by third parties and is not paid by the debtor company . consequently, it will henceforth be included in the valuation of the companies . For this reason, it is initially recognised as accrued income, then fully written down .

2.3 other non-current financial assets

this account corresponds to the mandate given to a market maker . the company has given this mandate to trade shares on its behalf on the eurolist by euronext Paris market in order to ensure secondary market activity and liquidity in altamir amboise shares . this account includes 33,000 shares for an amount of €312k, and €308k in cash and cash equivalents .a provision of €67k was recognised as of 31 December 2012 .

2.4 equity investments and portfolio investments

Financial year 2012(in thousands of euros)

amount at start of year amount as of 31 December 2012

Gross book value

Net book value

estimated value

Gross book value

Net book value

estimated value

Fractions of the portfolio valued:

- at cost 8,366 8,366 8,366

- below cost

- at market price 113,465 16,381 16,381 112,312 65,598 66,791

- at net book value

- according to the re-estimated net book value

(Apax France VIII-B/Apax VIII-A LP: A units) 47,193 47,193 47,193 80,341 80,341 102,607

(Apax France VIII-B/Apax VIII-A LP: E and B units) 4,591 1,316 9,925 9,925

- based on a yield or profitability measure 131,514 112,928 175,730 134,897 128,250 196,314

- by other methods 47,075 44,535 46,406 27,311 2,860 3,323

total 343,836 222,353 285,710 373,152 295,339 377,400

Total related receivables 36,318 35,237 35,514 42,428 40,497 40,900

Other portfolio investments

Portfolio total 380,154 257,591 321,224 415,581 335,836 418,300

Provisions 122,563 79,745

unrealised, unrecognised gains 63,633 82,464


7878


Changes in value of the portfolio (net book value and estimated value)

Changes during the year(in thousands of euros)

Portfolio value

Net book value Estimated value

Amount at start of year 257,591 321,224

Acquisitions during the year 50,819 52,002

Divestments during the year (at sale price) * -20,620 -24,247

Reversal of impairment on securities sold 3,665

Reversal of impairment on Apax France VIII-B 3,274

Gains on sale of securities -10,720

- held at the start of the year

- acquired during the year

Change in provision for impairment of the portfolio 35,879

Other changes in unrealised gains

- on securities acquired during the year

- on securities acquired previously 80,148

Distribution by portfolio companies -106 -106

Other accounting movements ** 5,334

Closing balance 335,836 418,300

* The amounts indicated on the line "Divestments during the year (at sale price)" represent, for the column "Net book value", the net book value of the assets sold and, for the column "Estimated value", their sale price.** The net book value corresponds to the acquisition of E units in Apax France VIII-B, and E and B units in Apax VIII-A LP. The estimated value corresponds to a distribution received from a portfolio company.

Analysis of change in provisions on equity investments and receivables related to equity investments

(in thousands of euros) 31/12/10 31/12/11 Allocations Prov. revers. on divestment

Other prov. revers.

31/12/12

Provision 106,311 119,289 12,870 3,665 48,749 79,745

The unused provisions are chiefly related to increases in market prices.

Change in unrealised gains not recognised in the annual accounts

(in thousands of euros) 31/12/10 31/12/11 31/12/12

Valeur estimative 160,019 63,633 82,464


2

2.5 Other receivables

Statement of changes in gross accrued interest

(in thousands of euros) 31/12/10 31/12/11 Increases Reductions 31/12/12

Interest accrued on receivables attached to equity investments

40,747 48,516 14,475 8,562 54,428

Statement of changes in provisions on accrued interest

(in thousands of euros) 31/12/10 31/12/11 Increases Reductions 31/12/12

Provisions on interest accrued on receivables attached to equity investments

40,747 48,516 14,475 8,562 54,428

The accrued interest on convertible bonds or equivalent securities was fully written down in 2012. The Company has determined that accrued interest is generally included in the acquisition price of third parties and is not paid by the debtor company.

2.6 Sundry receivables

Sundry receivables primarily include cash due on the divestment of Chrysaor in the amount of €3.9m.

2.7 Cash on hand

As of 31 December 2012, there was €3.7m in cash, of which €3.3m was placed in interest-bearing current accounts.

2.8 Short-term investment securities

2.8.1 Gross values


Money-market mutual funds 50 2 3,700

Time deposits and certificates of deposit 13,000 70,000 80,426

Negotiable debt securities 17,509 6,132 0

Other marketable securities 10,000

Total 30,559 76,134 94,126

Short-term investment securities are valued at historical cost. Capital gains on divestments are calculated based on the difference between the sale price and the weighted average purchase price. The Company does not recognise any unrealised capital gains in the statutory statements. However, interest not yet due as of 31 December 2012 on certificates of deposit and time deposits was recognised in accrued interest receivable.Other current financial assets relate to the AARC funds of hedge funds managed by Apax Partners London. These funds focus on investing with managers who:- Heavily weight underlyings such as interest rates, exchange rates and commodities while also investing in energy, shares and

convertible bonds.- Apply investment methodologies which range from a discretionary short-term approach, to fundamental methodologies based on

mathematical models and value analysis.


8080


The risks of this investment are the risks linked to the underlying factors noted above, which are strongly volatile and therefore pose a high risk of loss of capital. These risks are, however, mitigated by a policy of concentrating the portfolio on a limited number of funds, spreading risks and seeking out non-correlated investments.

The unrealised gain on these funds as of 31 December 2012 was €115,070. A follow-on investment of €20m has been undertaken since the close of the financial year 2012.

No impairment of short-term investment securities was recognised as of the balance sheet date.

Inventory of investment securities

Quantity Unit price in euros

Book value in thousands

of euros

Market value as of 31/12/2012

in thousands of euros

Money-market mutual funds

Sg Monet Eur AC D 27.567 79 2 2

Sg Monet Plus 365.000 10,130 3,698 3,698

Time deposits and certificates of deposit

Time deposit BNP 11.000 8,500 8,502

Time deposit OBC 1.000 8,500,000 8,500 8,509

Time account Transatlantique Bank 1.000 30,726,468 30,726 30,768

Time deposit NATIXIS 23.000 32,700 32,816

AARC 10,000 10,115

Negotiable debt securities

Medium-term notes

2.8.2 Provisions for impairment of short-term investment securities

None

2.9 Prepaid expenses


Prepaid expenses 70 83 64

These consist primarily of advertising and insurance expenses and commissions.


2

2.10 Sundry financial liabilities


Bank 0 0 0

Accrued interest payable 5 34 15

Total 5 34 15

2.11 Trade payables and related accounts, tax and social-security liabilities and other liabilities


Trade payables 282 204 266

Tax and social security liabilities 0 1,694 2,270

Other liabilities 2 2 2

Total 284 1,900 2,538

Trade payables (€266k) primarily represent invoices yet to be received for fees to be paid to lawyers, statutory auditors and service

providers.

Tax and social security liabilities correspond to the provision for CVAE tax for financial years 2010 and 2011 (€2,438k reduced

by €427k paid in 2012, or a liability of €2,011k) and to the €259k provision for CVAE tax for financial year 2012. All of these

liabilities are due in less than one year.

2.12 Off-balance-sheet commitments

Summary table of obligations and commitments

Contractual obligations Total 31/12/2011

Total 31/12/2012

Payments due by period

Less than one year One to five years More than five years

Lease-financing obligations

Operating leases

Irrevocable purchase obligations (investment commitments)

339,700 0 0 0 0

Other long-term obliga-tions (liability guarantees and other)

230,139,978 280,717,384 958,073 193,359,311 86,400,000

Total 230,479,678 280,717,384 958,073 193,359,311 86,400,000

This presentation shows all off-balance-sheet commitments according to accounting standards currently in force.


8282


Irrevocable purchase obligations (investment commitments)

Tracking of investment commitments

Companies Commitments as of 31/12/2011

Investments during the year

Cancellation of commitments as of

31/12/12

New commitments 2012

Commitments as of 31/12/2012

Unlisted investments

Listed securities

GFI Informatique (Itefin Part) 339,700 524,600 184,900 0

Total 339,700 524,600 0 184,900 0

Other long-term obligations (liability guarantees and other)

Liability guarantees

A first-call guarantee was granted to Cap Gemini as part of the sale of Camélia Participations (Prosodie). This guarantee, which could be called upon to pay tax claims, had an expiry date of 4 January 2013. Altamir Amboise's share of the guarantee amounted to €1,916,146. To support this guarantee, Altamir Amboise pledged 63,659,700 A1 units, 166,368,800 A2 units, and 153,200,800 A3 units in the Apax France VIII-B fund to Wormser Frères bank. In October 2012, a first tranche of €689,776.62 of the guarantee was exercised, and accordingly €268,296.23 of the Altamir Amboise share was called. As of 31 December 2012, the remainder of the counter-guarantee given by Altamir Amboise amounted to €958,073. On 4 January 2013, the guarantee expired and the pledge was released.

Altamir Amboise has placed €25,000 in a pledged account in the favour of Financière Season until 31 December 2013 at the earliest, in order to manage potential guarantee calls under the guarantee given by Financière Season when Mondial Tissus was sold in May 2010.

The following commitment is included within the financial accounts and is presented below for information:

- A portion of the proceeds from the sale of Mobsat Group Holding was placed in escrow by Chrysaor and the managers' holding companies. Altamir Amboise's share of the escrow balance was €9,666,771 as of 31 December 2011, based on a €/$ exchange rate of 1.2939. Altamir Amboise recognises part of this escrow balance as a receivable. The first instalment, of one-third of the escrow balance, was released after 6 months, in June 2012. The two remaining tranches, representing a total of €4,107,975 based on a €/$ exchange rate of 1.3194, will be released in 2 years (25%), and in 4 years (the remaining 75%).

Other off-balance-sheet commitments

Altamir Amboise carries out LBO transactions via special-purpose acquisition companies (SPACs).

If the underlying target company is listed, the debt is guaranteed by all or part of that company's assets.

When the share price of these companies falls, and the average share price over a given period drops below a certain thres-hold, the SPACs become responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same colla-teral-to-loan ratio ("collateral top-up clause"). In the event of default, banks may demand repayment of all or part of the loan. This collateral is furnished by the shareholders of the SPACs, including Altamir Amboise, in proportion to their share in the capital. They have no impact on Altamir Amboise's revenue and NAV (listed companies are valued on the last trading day of the period), but do tie up part of its cash.

Conversely, when the share price of these companies rises, all or part of the balance in escrow is released, and the calls repaid. Sensitivity:• a 10% drop in the average market prices of these listed securi-ties compared to the calculation performed on 31 December 2012 would trigger no collateral call for Altamir Amboise.• a 20% drop would trigger a collateral call of €0.86m.

A commitment was given to certain managers of Thom Europe, Maisons du Monde and ETAI to repurchase their shares and obligations in the event of their departure. These commitments do not represent a significant risk that would require recogni-tion of a provision for risks and contingencies.


2

Pledged securities:

• Securities pledged to Palatine Bank:

As of 31 December 2012, 400,000,000 A1 units, 400,000,000 A2 units and 400,000,000 A3 units in the Apax France VIII-B fund were pledged to Palatine Bank:

- to support two credit lines totalling €8m, undrawn as of 31 December 2012

The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 30 June 2011.

• Securities pledged to Transatlantique Bank:

As of 31 December 2012, 21,947,435 A1 units, 378,075,986 A2 units, and 349,976,579 A3 units in the Apax France VIII-B fund were pledged to Transatlantique Bank:

- to support a credit line of €5m, undrawn as of 31 December 2012

The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 30 June 2011.


8484


3. NOTES RELATING TO CERTAIN INCOME STATEMENT ITEMS

3.1 Cash management and operating activities

3.1.1 Financial income


Income from cash investments 159 612 1,831

Net income from the sale of marketable securities 0 138 392

Other financial income 0 0 0

Reversals of provisions 0 0 0

Total 159 750 2,223

3.1.2 Financial expenses


Interest charges and similar 4 0 0

Provisions 0 0 0

Total 4 0 0

3.1.3 Other purchases, external expenses and other expenses


Intermediary compensation and fees 8,617 7,128 9,166

Other expenses 167 215 285

Total 8,784 7,343 9,451

Remuneration to the Management Company and investment advisors for 2012, including taxes, should have been: €9,266,040 accor-ding to Article 17.1 of Altamir Amboise's Articles of Association.

However, the Article also stipulates that all fees, attendance fees and commissions received by the Management Company or the investment advisor in relation to transactions on the assets of Altamir Amboise and the fees paid by the portfolio companies up to the percentage held by Altamir Amboise must be deducted from the investment advisors' fees. Moreover, this Article was amended at the Combined General Meeting of 29 March 2012, to stipulate that the Management Company's remuneration, including tax, is reduced by the product of the par value of the shares held by the Company in the Apax France funds (Apax France VIII-B, where applicable) and in any entity incurring management fees charged by any Apax asset management entity (Apax VIII-A LP, where applicable) times the average annual rate, including tax, charged by these funds for management fees. The sum deducted as of 31 December 2012 for all of these reductions was: €1,269,123.

Net expenses for management and investment advisory fees were therefore equal to the difference between these two amounts, i.e. €7,996,917 including taxes.

Other fees mainly represented audit and legal fees.


2

Other expenses include such items as publicity, announcements and publication expenses.

Pursuant to Decree No. 2008-1487 of 20 December 2008, fees paid to the statutory auditors broke down as follows:

Ernst & Young and other membersof the Ernst & Young network

Compagnie Française d'Audit

Amount in euros excl. taxes

%Amount in euros

excl. taxes%

2012 2011 2012 2011 2012 2011 2012 2011

Audit

Audit, certification and examination of the statutory and consolidated financial statements

* Issuer 121,000 121,000 100% 100% 26,500 26,500 100% 100%

* Fully consolidated subsidiaries

Other duties and services directly related to the audit assignment

* Issuer


Subtotal 121,000 121,000 100% 100% 26,500 26,500 100% 100%

Other services supplied by the networks to the fully consolidated subsidiaries

Legal, tax, employee-relatedOther

Subtotal

Total 121,000 121,000 100% 100% 26,500 26,500 100% 100%

3.1.4 Taxes


Non-deductible VAT * 0 0 0

Other fees 8 2,772 1,144

Total 8 2,772 1,144

* Altamir Amboise's unrecoverable VAT expense has been recognised in the main expense account since 1 January 2010.

The other taxes primarily correspond to the CVAE tax (€1,144k).


8686


3.1.5 Depreciation, amortisation and provisions

None

3.2 Portfolio management activities

3.2.1 Income


Capital gains on sale of equity investments/portfolio investments 24,842 154,299 7,502

Reversals of provisions 29,547 38,217 64,234

Other income 14,797 25,561 20,422

Total 69,186 218,077 92,158

3.2.2 Expenses


Losses on the sale of portfolio investments 16,791 28,331 3,867

Provisions for impairment 35,095 61,458 27,328

Other expenses 3,373 0 148

Total 55,259 89,789 31,343

3.2.3 Corporation tax

The Company opted for the status of SCR ("société de capital risque"), as of the financial year ended 31 December 1996. The

legislation on SCRs applicable as of 2001 exempts all income from corporation tax.

3.2.4 Extraordinary expenses


Extraordinary expenses 160 373 74

Extraordinary expenses included €26k in penalty interest relating to the reassessment of French business tax for financial years

2008 and 2009.


2

3.2.5 Extraordinary income


Extraordinary income 110 1,545 265

Extraordinary income included €162k in reversals of provisions for risks and contingencies, following the tax assessment paid for

financial years 2008 and 2009.

4. OTHER INFORMATION

4.1 EmployeesThe Company has no employees, and no stock option plan in place.

4.2 Rights of the general partner and Class B shareholders

The allocation and distribution of profits is carried out according to Paragraph 25 of the Articles of Association.

For 2012, the Company generated net income of €52,497,601.

The Company has positive retained earnings of €11,235 which correspond to the income for the financial year 2011 distributed on

treasury shares.

The general partner and the Class B shareholders therefore have the right to receive a portion of distributable earnings, specifically

€10,055,006. At their General Meeting, shareholders will also be asked to approve the distribution of a dividend of €14,970,043.41

to the holders of ordinary shares.


8888


LIST OF SUBSIDIARIES AND EQUITY INVESTMENTS(in euros)

Financial information Capital and premiums

Reserves and retained

earnings before

allocation of income

Share of capital

(%)

Book value of securities held

Outstanding loans and advances

granted by the

Company

Amount of deposits and

guarantees given

by the Company

Revenues net of tax for latest financial year (*)

Earnings for latest

financial year (*)

Dividends received by the

Company over the

year

Notes

Gross Net

Securities whose gross value exceeds 1% of the capital of Altamir Amboise

1. Subsidiaries (>50% owned)

None

2. Equity interests (10-50% owned)

Altran (Altrafin Participations) 45, avenue Kleber 75116 Paris - France

19,907,745 -3,180,691 42.32% 42,126,623 36,124,386 5,389,470 0 0 -12,082,471 0(*)

31/12/11

Etai (Infopro Communications) 10, place du général de Gaulle 92160 Antony - France

17,767,215 -9,504,920 17.76% 28,153,025 28,153,025 0 0 3,659,886 -1,956,104 0(*)

31/12/11

GFI Informatique (Itefin) 45, avenue Kleber 75116 Paris - France

29,294,240 0 40.64% 37,316,861 8,309,635 2,259,127 0 0 -17,930,516 0(*)

31/12/11

Royer SA ZI de l'Aumaillerie 1, rue Eugène Freyssinet 35133 Javene - France

4,958,861 68,193,497 11.12% 20,230,401 1,011,520 0 0 15,496,059 -1,881,361 0(*)

31/12/11

Séchilienne (Fin. Helios) 45, avenue Kléber 75116 Paris - France

9,780,884 -10,558,366 28.00% 21,405,484 13,292,313 18,860,049 0 0 -64,994,191 0(*)

31/12/11

THOM Europe (European Jewellers I SA) 41, avenue de la Gare L-1611 Luxembourg

139,072,666 0 11.40% 15,854,629 15,854,629 53,581 0 0 -78,377 0(*)

30/09/11

Season (Fin. Season) 290, avenue du 8 mai 1945 69140 Rilleux la Pape - France

20,193,004 38,490,571 12.14% 2,947,845 17,104 1 0 403,238 -186,626,423 0(*)

31/12/11

Other entities more than 5% held or representing more than 5% of the share capital of Altamir Amboise

1. Subsidiaries (>50% owned)

None

2. Equity investments (10-50% owned)

Buy Way (Wallet) 2, place de Brouckère 1000 Bruxelles - Belgium

14,605,060 0 37.97% 27,466 27,466 0 0 200,000 -2,624,126 0(*)

31/12/11


2

Financial information Capital and premiums

Reserves and retained

earnings before

allocation of income

Share of capital

(%)

Book value of securities held

Outstanding loans and advances

granted by the

Company

Amount of deposits and

guarantees given

by the Company

Revenues net of tax for latest financial year (*)

Earnings for latest

financial year (*)

Dividends received by the

Company over the

year

Notes

Gross Net

IEE (Captor) ZAE Weiergewan 11, rue Edmond Reuter L-5326 Contern - Luxembourg

79,000 15,322,872 10.00% 774,918 774,918 598,580 0 0 25,130,492 0(*)

31/12/11

Vizada (Chrysaor) 9, rue Gabriel Lippmann Parc d'activité Syrdall 2 L-5365 Munsbach - Luxembourg

3,062,976 745,725 21.79% 146,886 23,591 3,500 0 0 5,895,329 0(*)

31/12/11

Vizada (Mobsat gérance Sarl) 9, rue Gabriel Lippmann Parc d'activité Syrdall 2 L-5365 Munsbach - Luxembourg

12,500 -34,375 28.00% 3,500 0 0 0 0 3,437 0(*)

31/12/11

Vizada (Mobsat Management Sarl) 9, rue Gabriel Lippmann Parc d'activité Syrdall 2 L-5365 Munsbach - Luxembourg

2,282,720 205,505 12.63% 921,408 179,062 0 0 0 31,176,235(*)

31/12/11

3. Other equity investments

Afflelou (Lion/Seneca Lux 1) 13-15, avenue de la liberté L-1931 Luxembourg

119,076,258 0 6.95% 8,365,655 8,365,653 12,251,549 N/A N/A N/A(*)

31/12/11

Buy Way (Wallet Investissement 2) 2, place de la Brouckère 1000 Bruxelles - Belgium

104,500 0 8.98% 9,379 9,379 0 0 0 -5,171 0(*)

31/12/11

Capio (Cidra SARL) Lilla Bommen 5 - PO Box 1065 SE-405,22 Goteborg - Sweden

5,846,975 1,031,907 5.48% 20,847,725 20,847,725 27,956 0 0 544,772 0(*)

31/12/11

Unilabs (Cidra SARL) Lilla Bommen 5 - PO Box 1065 SE-405,22 Goteborg - Sweden

5,846,975 1,031,907 5.48% 20,632,125 20,632,125 30,927 0 0 544,772 0(*)

31/12/11

Dxo Labs 3, rue Nationale 92100 Boulogne - France

9,798,734 -2,413,885 9.58% 2,334,719 765,559 0 0 10,014,814 968,508 0(*)

31/12/11

Maisons du Monde (Ginkgo B.Comp.) Le Portereau 44120 Vertou - France

72,105,395 -31,565,667 9.13% 6,400,496 6,400,496 0 0 0 31,191,893 0(*)

31/12/11

All other equity interests 55,319,176 44,284,628 2,022,130 0 246,116

Grand total (€) 283,818,320 205,073,214 41,496,870 0 246,116

The first name of the company corresponds to the operational company, while the second corresponds to the holding company in which Altamir Amboise has invested. The figures given are those of the holding companyN/A = Not available


90

statutoRY FinanciaL statements statUtorY aUDitors' rePort

90

to the shareholders,

in compliance with the assignment entrusted to us at your annual general meeting, we hereby report to you, for the year ended 31 December 2012, on:

• the audit of the accompanying statutory financial statements of altamir amboise;

• the justification of our assessments;

• the specific verifications and information required by law.

the statutory financial statements have been approved by the management company . our role is to express an opinion on these financial statements based on our audit .

i. oPiNioN oN tHe statUtorY FiNaNCial statemeNts

We conducted our audit in accordance with professional standards applicable in France . these standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement . an audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements . an audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion .

in our opinion, the statutory financial statements give a true and fair view of the company's financial position and its assets and liabilities as of 31 December 2012, and of the results of its opera-tions for the year then ended in accordance with the accounting rules and principles applicable in France .

II. JUSTIFICATION OF OUR ASSESSMENTS

in accordance with the requirements of article L .823-9 of the French commercial code relating to the justification of our assess-ments, we bring to your attention the following matters:

• our assessment focused in particular on compliance with the accounting principles applicable to scRs;

• financial instruments held as part of private equity activities are valued according to the methods described in note 2 to the statu-tory financial statements; we have been informed of the proce-dures adopted by the management company and the information and assumptions used for valuing financial instruments .

these assessments were made as part of our audit of the statutory financial statements, taken as a whole, and therefore contributed to the opinion we formed, as expressed in the first part of this report .

iii. sPeCiFiC VeriFiCatioNs aND iNFormatioN

in accordance with professional standards applicable in France, we have also performed the specific verifications required by French law .

We have no matters to report regarding the fair presentation and the consistency with the financial statements of the information given in the management company's management report and in the documents addressed to the shareholders with respect to the financial position and the statutory financial statements .

concerning the information provided pursuant to article L .225-102-1 of the French commercial code relating to remuneration and benefits received by the corporate officers and any other commit-ments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it . Based on this work, we attest to the accuracy and fair presentation of this information .

in accordance with the law, we obtained assurance that the management report contains the appropriate disclosures regarding the acquisition of investments and controlling interests .

Paris and Paris-La Défense, 15 march 2013

the statutory auditors

cFa ernst & Young et autres François-Xavier Poussière Jean-François nadaud

statUtorY aUDitors' rePort oN tHe statUtorY FiNaNCial statemeNts


2STATUTORY FINANCIAL STATEMENTS STATUTORY AUDITORS' REPORT


In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.

It is our responsibility to report to you, based on the informa-tion provided to us, about the main terms and conditions of the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under the provisions of Article R.226-2 of the French Commercial Code, it is the responsibility of the shareholders to determine whether the agreements and commitments are appropriate and should be approved.

Where applicable, it is also our responsibility to provide share-holders with the information required by Article R.226-2 of the French Commercial Code in relation to the performance during the year of agreements and commitments already approved by Shareholders at their Annual General Meeting.

We performed the procedures we deemed necessary in accor-dance with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the underlying documents.

Agreements and commitments submitted for the approval of the Shareholders.

Agreements and commitments authorised during the year under reviewPursuant to Article L.226-10 of the French Commercial Code, we have been advised of the following agreements and commit-ments, which received prior approval from your Supervisory Board.

With Altamir Amboise Gérance, your Company’s management company

a) Nature and purpose At its 7 November 2012 meeting, the Supervisory Board autho-rised the signing of an agreement under which Altamir Amboise Gérance agrees to provide your Company with the following services:

• organisation of events for shareholders (general meetings) and the financial community (analyst meetings);

• preparation of related documents in French and English (annual and semi-annual reports, registration document, press releases, letters to shareholders, etc.).

• assistance in the preparation of Supervisory Board meetings.

• assistance in investor relations (roadshows, web site, newsletter, etc.).

Terms and conditions

In return for these services, your company will pay Altamir Amboise Gérance an annual fee of €465,000, plus the appli-cable amount of VAT. This fee will be payable in advance at the start of each calendar quarter, in four equal parts. The fee will be reviewed annually to take into account any changes in the scope of the services provided, the volume of items handled and changes in the cost of the services provided.The agreement has a term of one year from 1 January 2013 and will renew automatically for successive annual periods.

b) Nature and purpose On 1 July 2009, your Company and Altamir Amboise Gérance signed an agreement covering bookkeeping and services corresponding to the operating expenses incurred by the service provider. Both the nature and the terms and conditions of this agreement were amended in 2012, and the Supervisory Board granted its prior authorisation on 7 November 2012.

Altamir Amboise Gérance agrees to provide the following services to your Company:

• bookkeeping for Altamir Amboise Gérance,

• monitoring of cash balances,

• management of portfolio accounting,

• tracking of your Company’s transactions.

Terms and conditions

In return for these services, your Company will pay Altamir Amboise Gérance an annual fee of €180,000 plus the applicable amount of VAT.This fee will be payable in advance at the start of each calendar quarter, in four equal parts. The fee will be reviewed annually to take into account any changes in the scope of the services provided, the volume of items handled and changes in the cost of the services provided.

STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS

92

The agreement has a term of one year from 1 January 2013 and will renew automatically for successive annual periods.

Agreements and commitments already approved by Shareholders

In accordance with Article R.226-2 of the French Commercial Code, we have been advised that the following agreements and commitments, approved by Shareholders at their Annual General Meeting in prior years, continued to be in effect during the year.

With Apax Partners S.A.

Related personMaurice Tchenio, Chairman of Altamir Amboise Gérance and Chairman and CEO of Apax Partners SA

Nature and purpose On 30 November 2006, Apax Partners SA signed an invest-ment advisory agreement with your Company under which Apax Partners SA furnishes the following services to your Company:

• advice on the Company's investments and divestments, in line with the Company's investment policies.

• advisory or other services to the companies or other entities in the Company's portfolio.

• assistance in calculating the value of your Company’s invest-ments.

This investment advisory agreement was approved by the Supervisory Board during its meeting on 12 October 2006.

Terms and conditionsPayment under the agreement is equal to 95% of the remune-ration due to the Management Company under the Articles of Association. Any amounts paid to Apax Partners SA as part of transactions performed on Altamir Amboise's assets or paid to Apax Partners SA by the portfolio companies under this contract are deducted from the remuneration paid. This investment advisory agreement was entered into for an indefinite period. Nevertheless, either party may terminate it, in accordance with the law, if the other party fails to meet one of its obligations and has not cured the breach within 30 days from formal notification. Under this agreement Apax Partners SA invoiced your Company €7,600,059 including VAT for financial year 2012. This amount

was determined in accordance with the amendment to Article 17 of the Articles of Association on the method for calculating the Management Company’s fee, as approved by Shareholders at their Annual General Meeting of 29 March 2012.

Paris and paris-La Défense, 15 March 2013

The Statutory Auditors

CFA Ernst & Young et autres François-Xavier Poussière Jean-François Nadaud

STATUTORY FINANCIAL STATEMENTS STATUTORY AUDITORS' REPORT


COMPTES ANNUELSau 31 December 2012

BILAN 70

COMPTE DE RESULTAT 72

ANNEXE DES COMPTES ANNUELS 73

1. Activité et événements importants au 31 December 2011 73 1.1 Activité sur 2011 73 1.2 Evénements importants de la période 73 1.3 Evénements intervenus depuis le 31 December 2011 75

2. Règles et méthodes comptables 75 2.1 Immobilisations financières 75 2.2 Autres immobilisations financières 77 2.3 Autres créances 77 2.4 Titres de participation et titres immobilisés de l’activité du portefeuille 77 2.5 Autres créances 79 2.6 Créances diverses 79 2.7 Disponibilités 79 2.8 Titres de placements 79 2.9 Charges constatées d’avance 80 2.10 Provisions pour risques et charges 80 2.11 Dettes financières diverses. 80 2.12 Dettes fournisseurs et comptes rattachés, dettes fiscales et sociales et autres dettes 81 2.13 Engagements hors bilan 81

3. Notes relatives à certains postes du compte de résultat 83 3.1 Opérations en revenus. 3.2 Opérations en capital

4. Autres informations 87 4.1 Effectif 83 4.2 Droit de l’associé commandité et des porteurs d’actions B 86

LISTE DES FILIALES ET PARTICIPATIONS 88

RAPPORT DES COMMISSAIRES AUX COMPTES SUR LES COMPTES ANNUELS 90

RAPPORT SPECIAL DES COMMISSAIRES AUX COMPTES SUR LES CONVENTIONS ET ENGAGEMENTS REGLEMENTES 92

1

2

3

4


2012 CONSOLIDATED (IFRS) FINANCIAL STATEMENTS as of 31 December 2012

1. STATEMENT OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .94

2. STATEMENT OF FINANCIAL POSITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95

3. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . .96

4. STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .97

5. NOTES TO THE CONSOLIDATED (IFRS) FINANCIAL STATEMENTS . . . . . . . . . . . . .98 5.1 Entity presenting the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

5.2 Basis of preparation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

5.3 Principal accounting methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

5.4 Determination of fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

5.5 Significant events during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

5.6 Details of financial instruments in the statement of financial position and statement of comprehensive income. . . . . . . . . . . . . . . . . . . . . . . 102

5.7 Changes in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

5.8 Investment portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

5.9 Other current financial assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

5.10 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

5.11 Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

5.12 Portion attributable to general partner and Class B shareholders . . . . . . . . . . . . . . . . . . 109

5.13 Other liabilities (non-current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

5.14 Other liabilities (current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

5.15 Valuation differences on divestments during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

5.16 Other portfolio income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

5.17 Purchases and other external expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

5.18 Sensitivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

5.19 Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

5.20 Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

5.21 Contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 116 . . . . . . . . . . . . . . . . . . . . . . . .116

1

2

3

4

94

STATEMENT OF COMPREHENSIVE INCOME(in euros)

31 December 2012 31 December 2011

Note 12 months 12 months

Changes in fair value 5.7 81,338,752 -25,861,232

Valuation differences on divestments during the year 5.15 -10,719,710 42,725,890

Other portfolio income 5.16 14,361,063 19,553,014

income from portfolio investments 84,980,105 36,417,672

Purchases and other external expenses 5.17 -16,054,666 -11,390,925

Taxes, fees and similar payments -1,008,342 -1,588,254

Other income 3,502 0

Other expenses 0 0

Gross operating income 67,920,600 23,438,494

Portion attributable to Apax France VIII-B Class C unitholders -2,625,879 0

Portion attributable to general partner and Class B sharehol-ders

5.12 -10,435,864 -5,332,111

Net operating income 54,858,857 18,106,382

Income from cash investments 1,830,758 631,910

Net income from sale of marketable securities 393,135 138,950

Related interest, income and expenses 106,529 -22

Other financial expenses -135,006 -102,695

Net income attributable to ordinary shareholders 57,054,273 18,774,526

Earnings per share 5.19 1.56 0.51

Diluted earnings per share 5.19 1.56 0.51

the company has no items of income or expenses that are not recognised in the income statement and which would impact the statement of comprehensive income .

1STATEMENT OF FINANCIAL POSITION(in euros)



NON-CURRENT ASSETS

Intangible assets 0 0

Investment portfolio 5.8 418,300,461 321,224,069

Other financial assets 307,557 192,811

Sundry receivables 3,900,599 0

Total non-current assets 422,508,617 321,416,880

CURRENT ASSETS

Sundry receivables 489,724 5,687,447

Other current financial assets 5.9 10,115,070 0

Cash and cash equivalents 5.10 88,092,290 133,636,326

Total current assets 98,697,084 139,323,773

Total assets 521,205,701 460,740,653

SHAREHOLDERS’ EQUITY

Share capital 5.11 219,259,626 219,259,626

Share premiums 102,492,980 102,492,980

Reserves 112,882,969 101,284,922

Net income for the year 57,054,273 18,774,526

Total shareholders' equity 491,689,848 441,812,054

Portion attributable to general partner and class B shareholders

5.12 24,081,532 16,799,099

Other liabilities 5.13 2,712,632 0

Provisions 0 161,627

Other non-current liabilities 2,712,632 161,627

Sundry financial liabilities 0 52,041

Trade payables and related accounts 449,651 220,217

Other liabilities 5.14 2,272,036 1,695,614

Other current liabilities 2,721,687 1,967,872

Total liabilities and shareholders' equity 521,205,701 460,740,653

3


96

STATEMENT OF CHANGES IN SHAREHOLDERS' EqUITY(in euros)

statement of changes in shareholders' equity - consolidated (iFrs) statements

share capital

share premium

treasury shares

reserves Net income for the year

total

as of 31 December 2011

shareholders' equity as of 31 December 2010 219,259,626 102,492,980 -226,639 81,261,082 20,345,180 423,132,229


total income and expenses recognised in the year 0 0 0 0 18,774,526 18,774,526

Transactions on treasury shares -81,151 -11,614 0 -92,765

Apax France VIII-B net income from previous financial years

-1,936 0 -1,936

Allocation of income 20,345,180 -20,345,180 0


as of 31 December 2012



total income and expenses recognised in the year 0 0 0 0 57,054,273 57,054,273

Transactions on treasury shares 63,590 51,155 0 114,745

Allocation of income 18,774,526 -18,774,526 0

Distribution of dividends to ordinary shareholders, April 2012

-7,291,225 -7,291,225


1STATEMENT OF CASH FLOWS(in euros)

3



Investments -59,012,690 -66,047,474

Acquisition of Ahau 30 C units 0 -825,000

Shareholder loans to portfolio companies -8,887,354 -26,503,121

Repayment of shareholder loans to portfolio companies 15,898,225 23,964,722

Divestment of equity investments 24,246,990 165,384,138

Distribution by portfolio companies 106,391 0

Distribution 0 -698,145

Interest and other portfolio income received 9,674,715 15,152,555

Dividends received 4,686,348 4,400,459

Operating expenses -14,074,113 -12,860,469

Income received on marketable securities 2,223,893 770,860

Other exceptional income 3,500 0

Cash flows from operating activities -25,134,093 102,738,528

Dividends paid to ordinary shareholders -7,291,225 0

AARC investment -10,000,000 0

Apax France VIII-B capital calls 34,712 51,641

Portion attributable to the general partner and Class B shareholders (carried interest)

-3,153,431 0

Cash flows from financing activities -20,409,944 51,641

Net change in cash and cash equivalents -45,544,037 102,790,169

Cash and cash equivalents at opening 5.10 133,636,326 30,846,157

Cash and cash equivalents at closing 5.10 88,092,290 133,636,326


98

CONSOLIDATED (IFRS) FINANCIAL STATEMENTS NOTES

5. NOTES TO THE CONSOLIDATED (IFRS) FINANCIAL STATEMENTS

5.1 ENTITY PRESENTING THE FINANCIAL STATEMENTS

Altamir Amboise presents the consolidated financial statements including the Apax France VIII-B equity fund. Altamir Amboise (the "Company") is a French limited partnership by shares governed by Articles L.226.1 to L.226.14 of the French Commercial Code. Its principal activity is the acquisition of equity interests in other companies. The Company opted to become a "société de capital risque" (special tax status for certain private equity and other investment companies), as of financial year 1996.The Company is domiciled in France. The registered office is located at 45 Avenue Kléber, 75016 Paris.

5.2 BASIS OF PREPARATION

a) Declaration of conformity

Pursuant to European Regulation 1606/2002 of 19 July 2002, the annual consolidated financial statements of Altamir Amboise as of 31 December 2012 have been prepared in compliance with IAS/IFRS international accounting standards as adopted by the European Union and available on its website at: http://ec.europa.eu/internal_market/accounting/ias/index_en.htm.

The accounting principles used to prepare the consolidated finan-cial statements are identical to those used to prepare the conso-lidated financial statements for financial year 2011.

IFRS standards applicable going forward: IFRS 13, regarding Fair Value Measurement, IFRS 10 related to Consolidated Financial Statements and IFRS 12 on Disclosure of Interests in Other Entities, are currently being examined, particularly with respect to their effect on the presentation of the accounts.

These consolidated financial statements cover the period from 1 January to 31 December 2012. They were approved by the Management Company on 5 March 2013.

b) Valuation bases

The consolidated financial statements are prepared on a fair value basis for the following items: • financial instruments for which the Company has chosen the "fair value through profit or loss" option, pursuant to the provisions of IAS 28 and IAS 31 for "venture capital organisations" whose

purpose is to hold a portfolio of securities with a view to selling them in the short or medium term,

• derivative financial instruments,• sums due to the general partner and Class B shareholders.

The methods used to measure fair value are discussed in note 5.4.

c) Operating currency and presentation currency

The consolidated (IFRS) financial statements are presented in euros, which is the Company's operating currency.

d) Use of estimates and judgements

The preparation of financial statements under IFRS requires management to formulate judgements and to use estimates and assumptions that may impact the application of accoun-ting methods and the amounts of assets, liabilities, income and expenses. Actual values may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. The impact of changes in accounting estimates is accounted for during the period of the change and in all subsequent periods affected.

More specifically, information about the principal sources of uncertainty regarding the estimates and judgements made in applying the accounting methods that have the most significant impact on the amounts recognised in the financial statements is described in Note 5.4 on the determination of fair value.

e) Key assumptions

Continuity of operations is based on key assumptions including the availability of sufficient cash flow until 31 December 2013. As of 31 December 2012, the Company had credit lines totalling €26m and a positive cash position of €88m. No credit lines had been drawn as of the balance sheet date. It should be noted that, as an SCR, Altamir Amboise's debt may not exceed 10% of its net asset value, i.e. €43.6m as of 31 December 2012.

5.3 PRINCIPAL ACCOUNTING METHODS

5.3.1 Method of consolidation of equity interest securities

As of 31 December 2012, Altamir Amboise exercised sole control over the Apax France VIII-B fund, in which it holds more than 50% of the units.Pursuant to IAS 27, Apax France VIII-B is consolidated using the full consolidation method.



Regarding equity interests in which the percentage of control held by Altamir Amboise ranges from 20% to 50%, Altamir Amboise does not have a representative on the executive body of the company and is therefore not in the position of sharing the control of its business activity. As a result, all equity interests for which the percentage of control ranges from 20% to 50% are deemed to be under significant influence.Moreover, all equity interests that are under significant influence or that are jointly controlled are excluded from the scope of consolidation by application of the option offered by IAS 28 and IAS 31 for "venture capital organisations". As of their initial recognition, therefore, Altamir Amboise has designated all these equity interests at fair value through profit or loss.

5.3.2 Other accounting methods

The accounting methods described below have been applied consistently to all periods presented in the consolidated (IFRS) financial statements.

a) Portfolio valuation:

• Equity instruments

The performance and management of investments over which the Company has no significant influence is monitored on the basis of fair value. The Company has therefore chosen the "fair value through profit or loss" option provided for by IAS 39 as the method for valuing these investments. Where the Company has a significant influence, the option of recognition at fair value through profit or loss provided by IAS 28 for "venture capital organisations" is also used.

Under the fair value option, the financial instruments held are carried at fair value as assets on the balance sheet with positive and negative changes in fair value being recognised in profit or loss for the period.

The methods for measuring fair value are detailed in note 5.4.

• Hybrid securities

In acquiring its equity interests, Altamir Amboise may subscribe to hybrid instruments such as bonds convertible / redeemable in shares. For this type of instrument with embedded derivatives, Altamir Amboise has opted for recognition at fair value through profit or loss in accordance with IAS 39. At each balance sheet date, hybrid instruments held are remeasured at fair value and changes in fair value (positive or negative) are recognised on the income statement.Accrued interest not paid to Altamir Amboise is fully written down and included in the valuation of securities.

These hybrids are presented in the balance sheet under the "Investment portfolio" and the impact of changes in fair value is presented under "Changes in fair value" in the income statement.

• Derivative instruments

Pursuant to IAS 39, warrant-type instruments are classified as derivatives and carried on the balance sheet at fair value. Positive and negative changes in fair value are recognised in profit or loss for the period. The fair value is determined in particular according to the intrinsic value of the conversion option, based on the price of the underlying shares estimated on the balance sheet date.

• Loans and receivables

Pursuant to IAS 39, these investments are classified as "loans and receivables" for accounting purposes and carried at their amortised cost. The associated interest income is recognised in profit or loss for the period according to the effective interest rate method.

b) Debt and shareholders' equity

The Company has issued Class B shares that entitle their holders to carried interest equal to 18% of net statutory income adjusted for income from cash investments and negative retained earnings. In addition, a sum equal to 2% calculated on the same basis is due to the general partner. Remuneration of the Class B shareholders and the general partner is payable as soon as an adjusted net income has been earned. Remuneration of these shares and the shares themselves are considered a debt under the analysis criteria of IAS 32.Under the Articles of Association, the remuneration payable to the Class B shareholders and the general partner is calculated taking unrealised capital gains and losses into account and is recognised in the income statement. The debt is recognised as a liability on the balance sheet.

The Company has issued Class B warrants.

Class B warrants entitle their holders to subscribe to one Class B share of the Company for each Class B warrant held, at a subscrip-tion price of €10. These Class B warrants allow the manager, the sole holder, to change the distribution of Class B shares between members of the management teams. From the point of view of the issuer, Altamir Amboise, the value of the Class B warrants is therefore not dependent on the value of Class B shares and they must be maintained under IFRS at their subscription price. Class B warrants are recognised in non-current liabilities on the balance sheet.

Finally, in accordance with IAS 32, treasury shares are deducted from shareholders' equity.

3

100


c) Cash equivalents and other short-term investments

If the Company has surplus cash, it is invested in units of euro-denominated money-market mutual funds, medium-term notes and certificates of deposit that meet the definition of cash equivalents under IAS 7 (readily convertible to known amounts of cash, capital and minimum interest guaranteed). The Company values this portfolio using the fair value option provided for by IAS 39. The unrealised capital gains or losses at the balance sheet date are thus recognised in profit or loss for the period.

d) Tax treatment

The Company opted to become a "société de capital risque" (SCR) on 1 January 1996. It is exempt from corporation tax. As a result, no deferred tax is recognised in the financial statements.The Company does not recover VAT. Non-deductible VAT is recognised in the income statement.

e) Segment information

The Company carries out only private equity activities and invests primarily in the euro zone.

5.4 DETERMINATION OF FAIR VALUE

Altamir Amboise uses principles of fair value measurement that are in accordance with IFRS standards:

Category 1 shares

Companies whose shares are traded on a regulated market ("listed").

The shares of listed companies are valued at the last stock market price, without a discount. For listed shares that are subject to a lock-up clause, the fair value used may, however, differ from the last listed price in order to take account of this clause in the valuation of the share. Lock-up clauses are considered a compo-nent of the share value.

Category 2 shares

Companies whose shares are not traded on a regulated market ("unlisted"), but whose shares are valued based on peer-group comparables or recent transactions.

A liquidity discount of up to 30% is applied.

After examining the practices of a number of management compa-nies, Apax Partners and Altamir Amboise have opted for a more refined methodology for determining the applicable discounts.

Category 3 shares

Other companies whose shares are not traded on a regulated market ("unlisted").Three valuation methods are used for this category:

• Recent acquisitions, in principle within the last 12 months: shares continue to be recognised at cost.

Specific situations may lead the manager to revalue or devalue certain investments over the first 12 months.

• Venture capital, growth capital, and some LBO transactions: price of the last financing round in which a third party invested a significant amount. The last round may be that during which the Apax entities became shareholders. This valuation is used to determine the fair value of the investment, so long as there is no major change in the underlying factors, such as any shortage of cash the company might have for meeting payment obligations before the next financing round can be organised.

The price is revised downwards by between 25% and 100% depen-ding on the risk factors identified, such as companies failing to keep up with their business plan or running into cash problems.- 25%: indicates a problem at the company, but the investment is

not in danger;- 50%: indicates a risk of loss of a portion of the investment;- 100%: indicates a risk of loss of the entire investment.- Intermediate rates (75% and 90%) may be applied according to

the seriousness of the situation and the probability of loss of a significant portion of the investment.

This sub-category also includes companies in the exit negotiation phase. The exit price may be used at quarterly closing if the status of the project suggests a strong probability of success in the short term and the price is known with sufficient precision. A risk factor is applied, depending on how firm the buyer's commitment is and the possible variation in the final price. • The discounted cash flow method is used in situations where no other method is applicable.



3

5.5 SIGNIFICANT EVENTS DURING THE YEAR

5.5.1 Investments and divestments

The Company invested and committed €49.8m in 2012, which included:

Direct investments and commitments:

• a €20.6m investment in the new Alain Afflelou holding company in the context of the change of majority shareholder;

• reimbursement of collateral following the increase in the share price of Altran (-€10.8m);

• follow-on investments and commitments including €0.3m in DBV on its listing on the stock exchange, €3.9m in Unilabs to assist it in its acquisition programme and €3.2m in Financière Hélios as part of the rescheduling of its bank borrowings.

Indirect investments and commitments through the Apax France VIII-B fund:

• a new investment of €20.4m in a new company, Texa, one of France's leading loss adjusters;

• a €9.1m follow-on investment in Codilink.

Indirect investments and commitments through the Apax France VIII-A LP fund:

Altamir Amboise has started investing through the Apax VIII-A LP fund, advised by Apax Partners LLP. Altamir Amboise has committed to invest a minimum amount of €60m, or 1% of the fund up to a maximum of €90m. In 2012, the Apax VIII-A LP fund invested €2.8m in Garda, a leading Canadian security and cash logistics company.

The divestments side of the business generated proceeds of €39.7m including related revenue.

Direct divestments:

Altamir Amboise divested its remaining shares in the listed companies Hybrigenics and Newron, and in the unlisted compa-nies Alain Afflelou, Arkadin, Ask, Odyssey and Parkeon. In addition, all of the assets of Sandinvest were transferred to Financière Season. Altamir Amboise also carried out partial divestments, notably of the companies Wallet Investissement II and Infopro.

The Company collected €3m of the Vizada escrow funds. This transaction had been recorded in accrued income as of 31 December 2011.

Indirect divestments through the Apax France VIII-B fund:

Altamir Amboise collected €1.2m following a partial reimburse-ment of the Series 2A CPECs in Codilink.

5.5.2 Other events

The Company was subject to a tax audit regarding the calculation of the CET business tax (Contribution Economique Territoriale) for financial years 2010 and 2011. Because the wording of the legislation is unclear, the Company had declared a reduced tax base, clearly indicating its reasoning to the tax authority. The 2011 financial statements included a provision for a potential additional tax liability.The tax authority did not accept the Company's interpretation, and concluded that the tax charge was €2,438,098, of which €1,688,555 was provisioned as of 31 December 2011. As the Company had expressly indicated the choice made, no penalty was imposed.The Company will request relief from this assessment from the tax authority; if this fails it will initiate litigation.

5.5.3 Key events since 31 December 2012

A framework agreement has been signed with a Chinese consor-tium for the sale of IEE. The transaction should be finalised by 31 May 2013 at the latest once approval has been received from the competition authorities. The company has been valued at sale price in the financial accounts as of 31 December 2012.

The Apax VIII-A LP fund also announced that it has committed to the purchase of Cole Haan, a leading U.S. designer and retailer of premium footwear and related accessories

For financial year 2013, the Management Company has decided that Altamir Amboise's share of any new investment of the Apax France VIII-B fund will correspond to the upper end of its commitment range, i.e. €280m.

102

consoLiDateD (iFRs) FinanciaL statements Notes

5.6 Details oF FiNaNCial iNstrUmeNts iN tHe statemeNt oF FiNaNCial PositioN aND statemeNt oF ComPreHeNsiVe iNCome

5.6.1 statement of financial position

(in euros) 31 December 2012

Fair value through profit or loss loans and

receivables

Debts, cash and cash

equivalents at amortised

cost

Non-financial instruments totalon option Derivatives

assets

Non-current intangible assets

Investment portfolio(1) 376,143,096 42,157,365 418,300,461


Sundry receivables 3,900,599 3,900,599

total non-current assets 380,043,695 0 42,464,922 0 0 422,508,617

Sundry receivables 489,724 489,724

Other current financial assets 10,115,070 10,115,070

Cash and cash equivalents 84,369,770 3,722,520 88,092,288

Non-current assets held for sale 0

Derivatives 0

total current assets 94,484,840 0 0 3,722,520 489,724 98,697,082

total assets 474,528,535 0 42,464,922 3,722,520 489,724 521,205,701

liabilities

Portion attributable to general partner and Class b shareholders

24,081,532 0 0 0 0 24,081,532

Other liabilities 2,712,632 2,712,632

Provision 0

other non-current liabilities 2,712,632 0 0 0 0 2,712,632

Other financial liabilities 0 0



other current liabilities 0 0 0 2,721,687 0 2,721,687

total liabilities 26,794,164 0 0 2,721,687 0 29,515,854

investment portfolio (1)

Level 1 - quoted prices for similar instruments 93,300,105Level 2 - valuation based on techniques using observable market data 277,239,462

Level 3 - inputs not based on observable market data 47,760,894



3


Fair value through profit or loss loans and

receivables



cost

Non-financial instruments totalon option Derivatives

assets

Non-current intangible assets

Investment portfolio(1) 265,062,338 56,161,731 321,224,069


total non-current assets 265,062,338 0 56,354,542 0 0 321,416,880

Sundry receivables 5,604,038 83,409 5,687,447

Other current financial assets 0

Cash and cash equivalents 77,450,823 56,185,503 133,636,326

Non-current assets held for sale 0

Derivatives 0

total current assets 83,054,861 0 0 56,185,503 83,409 139,323,773

total assets 348,117,199 0 56,354,542 56,185,503 83,409 460,740,653

liabilities

Portion attributable to general partner and Class b shareholders

16,799,099 0 0 0 0 16,799,099

Provision 161,627 161,627

autres passifs non courants 0 0 0 0 161,627 161,627

Other financial liabilities 52,041 52,041



other current liabilities 0 0 0 1,967,872 0 1,967,872

total liabilities 16,799,099 0 0 1,967,872 161,627 18,928,599

investment portfolio (1)

Level 1 - quoted prices for similar instruments 49,914,703

Level 2 - valuation based on techniques using observable market data

177,683,805

Level 3 - inputs not based on observable market data 93,625,561

the breakdown has been amended compared to the published 2011 notes to allow comparison with the 2012 figures .

104


5.6.2 statement of comprehensive income


Fair value through profit or loss

loans and receivables



cost Non-financial

instruments totalon option Derivatives

Changes in fair value (1) 81,343,518 -4,766 81,338,752

Valuation differences on divestments during the year -10,709,713 -9,997 -10,719,710

Other portfolio income 4,686,348 9,674,715 14,361,063

income from portfolio investments 75,320,153 0 9,659,952 0 0 84,980,105

Purchases and other external expenses -16,054,666 -16,054,666


Other income 3,502 3,502

Other expenses 0 0

Gross operating income 75,320,153 0 9,659,952 0 -17,059,506 67,920,600

Portion attributable to Class C unitholders -2,625,879 -2,625,879


-10,435,864 -10,435,864

Net operating income 62,258,410 0 9,659,952 0 -17,059,506 54,858,857

Income from cash investments 1,830,758 1,830,758


Related interest, income and expenses 106,529 106,529


Net income attributable to ordinary shareholders 64,453,826 0 9,659,952 0 -17,059,506 57,054,273

changes in fair value of the portfolio (1)

Level 1 - quoted prices for similar instruments 48,779,227

Level 2 - valuation based on techniques using observable market data

36,219,161

Level 3 - inputs not based on observable market data -4,850,850



3


Fair value through profit or loss

loans and receivables



cost Non-financial

instruments totalon option Derivatives

Changes in fair value of the portfolio (1) -25,861,232 -25,861,232

Valuation differences on divestments during the year 42,725,890 42,725,890

Other portfolio income 4,401,169 15,151,846 19,553,014

income from portfolio investments 21,265,827 0 15,151,846 0 0 36,417,672

Purchases and other external expenses -11,390,925 -11,390,925


Other income 0 0

Other expenses 0 0

Gross operating income 21,265,827 0 15,151,846 0 -12,979,179 23,438,494


-5,332,111 -5,332,111

Net operating income 15,933,716 0 15,151,846 0 -12,979,179 18,106,382

Income from cash investments 631,910 631,910


Related interest, income and expenses -22 -22


Net income attributable to ordinary shareholders 16,601,859 0 15,151,846 0 -12,979,179 18,774,526

changes in fair value of the portfolio (1)

Level 1 - quoted prices for similar instruments -41,198,729Level 2 - valuation based on techniques using observable market data

15,710,595

Level 3 - inputs not based on observable market data -373,097

the breakdown has been amended compared to the published 2011 notes to allow comparison with the 2012 figures .

106


5.7 CHaNGes iN Fair ValUe

the change in fair value for financial year 2012 breaks down as follows:

(in euros) 31 December 2012 31 December 2011

Changes in fair value of the portfolio 80,147,538 -25,861,232

Changes in fair value of other assets 1,191,214 -

total change in fair value 81,338,752 -25,861,232

5.8 iNVestmeNt PortFolio

changes in the portfolio during the year were as follows:

(in euros) Portfolio

Fair value as of 31 December 2011 321,224,069

Investments 59,012,690

Changes in shareholder loans -7,010,871

Distribution by portfolio companies -106,391

Divestments -34,966,574

Changes in fair value 80,147,538


Of which positive changes in fair value 96,048,885

Of which negative changes in fair value -15,901,347

changes in the Level 3 investment portfolio during the year were as follows:

(in euros) Portfolio


Acquisitions 43,879,633

Divestments -28,079,394

Change of category -56,814,056

Changes in fair value -4,850,850




3

the 'change of category' line essentially corresponds to the transfer to category 2 of the Willink , amplitude, codilink and thom europe shareholdings which are now valued using the multiples approach (-€88 .37m) and the inclusion in category 3 of the Royer and afflelou shareholdings (+€31 .76m), valued at sale price .

Valuation methods are based on the determination of fair value as described in paragraph 5 .4 .


% of listed instruments in the portfolio 22.3% 15.5%

% of listed instruments in NAV 19.2% 11.3%

Portfolio breakdown according to the degree of maturity of the investments:


stage of development

LBO 365,793,659 290,747,433

Growth capital 48,795,898 26,470,466

Venture* 3,710,903 4,006,168

Portfolio total 418,300,461 321,224,069

* Venture: creation/start-up and financing of young companies with proven revenue


industry

Business & Financial Services 93,489,912 51,293,923

Telecom and Technology 62,168,872 38,345,520

Retail & Consumer 104,070,785 111,764,522

Healthcare 73,682,554 66,912,922

Media 84,888,337 52,907,180

Portfolio total 418,300,461 321,224,069

5.9 otHer CUrreNt FiNaNCial assets

other current financial assets relate to the aaRc funds of hedge funds managed by apax Partners London . these funds focus on investing with managers who:• Heavily weight underlyings such as interest rates, exchange rates and commodities while also investing in the energy sector, shares and convertible bonds .

• Apply investment methodologies which range from a discretionary short-term approach, to fundamental methodologies based on mathematical models and value analysis .

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the risks of this investment are the risks linked to the underlying factors noted above, which are strongly volatile and therefore pose a high risk of loss of capital . these risks are, however, mitigated by a policy of concentrating the portfolio on a limited number of funds, spreading risks and seeking out non-correlated investments .

the unrealised gain on these funds as of 31 December 2012 was €115,070 . a follow-on investment of €20m has been undertaken since the close of the financial year 2012 .

5.10 CasH aND CasH eQUiValeNts

this item breaks down as follows:


Marketable securities 84,369,772 77,450,823

Cash on hand 3,722,520 56,185,503

Cash and cash equivalents 88,092,290 133,636,326

marketable securities consist of euro-denominated money-market mutual funds and time deposits .

5.11 sHareHolDers’ eQUitY

the number of shares outstanding for each of the categories is presented below:

(number of shares) 31 December 2012 31 December 2011

ordinary shares b shares ordinary shares b shares

Shares outstanding at start of year 36,512,301 18,582 36,512,301 18,582

Shares outstanding at end of year 36,512,301 18,582 36,512,301 18,582

Shares held in treasury 33,000 - 51,213 -

Shares outstanding at end of year 36,479,301 18,582 36,461,088 18,582

NaV per ordinary share (cons. shareholders' equity/ordinary shares)

13.48 12.12


ordinary shares

b shares total ordinary shares

b shares total

Face value at end of period 6.00 10.00 6.00 10.00

share capital 219,073,806 185,820 219,259,626 219,073,806 185,820 219,259,626

the dividend paid to the limited shareholders in 2012 for the financial year 2011 was €0 .20 per ordinary share outstanding (exclu-ding treasury shares) . the naV per ordinary share (excluding treasury shares) was €13 .48 as of 31 December 2012 (€12 .12 per share as of 31 December 2011) .



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5.12 PortioN attribUtable to GeNeral PartNer aND Class b sHareHolDers

this item breaks down as follows:


Portion attributable to general partner and Class B shareholders 24,077,808 16,795,375

Class B warrants 3,724 3,724

total portion attributable to general partner and Class b shareholders 24,081,532 16,799,099

the change in the portion attributable to the general partner and class B shareholders during the year is detailed below:

(in euros) total

31 December 2011 16,795,375

Amount paid in 2012 -3,153,431

Portion attributable to general partner and Class B shareholders 10,435,864

Portion attributable to general partner and Class b shareholders 24,077,808

5.13 otHer liabilities (NoN-CUrreNt)

other liabilities (non-current) principally relate to carried interest owed to the apax France Viii-B class c unitholders, given the performance of the fund . these liabilities are due in more than one year .

5.14 otHer liabilities (CUrreNt)

other liabilities (current) principally relate to the provision for cVae tax for financial years 2010 and 2011 (€2,438k reduced by €427k paid in 2012, or a liability of €2,011k) and to the €259k provision for cVae tax for financial year 2012 .

5.15 ValUatioN DiFFereNCes oN DiVestmeNts DUriNG tHe Year


Sale price 24,246,866 170,969,193

Fair value at start of year 34,966,574 126,735,151

Impact of Ahau 30 liquidation -1,508,152

income impact -10,719,710 42,725,890

Of which positive price spread on divestments 384,819 47,859,497

Of which negative price spread on divestments -11,104,529 -5,133,607

in 2012, a negative valuation difference of €10 .7m on divestments arose as a result of a €14 .1m distribution prior to the divestment of afflelou, which was recorded within "other portfolio income" .

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Remuneration to the management company and investment advisors for 2011, including taxes should have been: €9,266,040 according to article 17 .1 of altamir amboise's articles of association .

However, the article also stipulates that all fees, attendance fees and commissions received by the management company or the investment advisor in relation to transactions on the assets of altamir amboise and the fees paid by the portfolio companies up to the percentage held by altamir amboise must be deducted from the investment advisors' fees . moreover, this article was amended at the combined general meeting of 29 march 2012, to stipulate that the management company's remuneration, including tax, is reduced by the product of the par value of the shares held by the company in the apax France funds (apax France Viii-B, where appropriate) and in any entity incurring management fees charged by any apax asset management entity (apax Viii-a LP, where appropriate) times the average annual rate, including tax, charged by these funds for management fees . the sum deducted as of 31 December 2012 for all of these reductions was: €1,269,123 including taxes .

net expenses for management and investment advisory fees were therefore equal to the difference between these two amounts, i .e . €7,996,917 including taxes .

the apax France Viii-B investment advisory fees invoiced by apax Partners midmarket were €4,918,870 including taxes, and the apax Viii-a LP fees were €805,783 including taxes for the financial year 2012 . the management fees of these funds mainly represented external advisory fees (audit, legal etc .) to be paid as a result of investment projects that did not come to fruition .

the other fees and expenses mainly related to audit, legal, acccoun-ting support and listing fees, bank charges and the publicity, announcement and publication expenses of altamir amboise .

5.16 otHer PortFolio iNCome

other portfolio income is detailed as follows:


Interest and other income 9,674,715 15,152,555

Dividends 4,686,348 4,400,459

total 14,361,063 19,553,014

5.17 PUrCHases aND otHer eXterNal eXPeNses

Purchases and other external expenses broke down as follows:


Gross management and investment advisory fees 9,266,040 7,836,280

Share of fees paid by portfolio companies 61,961 -1,537,437

Apax France VIII-B and Apax France VIII-A LP share -1,331,084 -530,234

Net management and investment advisory fees 7,996,917 5,768,609

Apax France VIII-B / Apax VIII-A LP / Ahau 30 fees and management expenses

6,603,720 4,034,066

Other fees and expenses 1,454,029 1,588,250

total 16,054,665 11,390,925



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5.18 SENSITIVITY

Altamir Amboise does not use derivative instruments to hedge or gain exposure to market risks (share prices, interest rates, curren-cies or credit).

a) Stock market risks

• Risks related to listed share prices of portfolio companies

It is not Altamir Amboise's primary objective to invest in the shares of listed companies. However, Altamir Amboise may hold listed shares as a result of initial public offerings of companies in which it holds an interest, or as payment of the sale price of equity interests in its portfolio. These securities may, on occasion, be subject to restriction or lock-up clauses signed at the time of the IPO. Even without such clauses, Altamir Amboise may deem it appropriate to keep newly listed shares in its portfolio for a certain period of time to possibly obtain a better valuation in due course, although there can be no guarantee of such an objective being achieved. Moreover, Altamir Amboise does not rule out investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock exchange, provided that the company falls within the scope of its investment strategy.

As a result, Altamir Amboise holds a certain number of listed companies, either directly or indirectly through holding companies, and may therefore be affected by a downturn in the market prices of these companies' shares. A drop in the market price at a given moment would result in the decrease of the portfolio valuation and of the Net Asset Value of the company. Such a drop would be recognised in the income statement as a loss under "Changes in fair value of the portfolio". Lastly, a drop in market prices might also impact realised capital gains or losses when such shares are sold by Altamir Amboise.

Listed companies as of 31 December 2012 made up 22.30% of the portfolio (15.5% at 31 December 2011) or 19.20% of the total Net Asset Value (11.3% at 31 December 2011). These are shares of portfolio companies listed on the stock market or obtained as payment for divestments or as a result of LBOs on listed companies. They will be sold on the market as and when the valuations and liquidity conditions become favourable.

A 10% drop in the market prices of these listed securities would have an impact of €13.7m on the valuation of the portfolio as of 31 December 2012.

In addition, some unlisted securities are valued in part on the basis of multiples of comparable listed companies, and on multiples of recent private transactions. Moreover, a change in the market prices of the comparables does not represent a risk, because although these comparables provide an element for calculating the fair value at a given date, the final value of the investments will be based on private transactions, unlisted by definition, in which the strategic position of the compa-

nies or their ability to generate cash flow takes precedence over the market comparables. For information, valuation sensitivity to a decline of 10% of the multiples of comparable listed companies amounts to €29.4m.

b) Interest rate risks


In the context of leveraged transactions, Altamir Amboise is indirectly subject to the risk of an increase in the cost of debt and the risk of not obtaining financing or being unable to finance the planned new transactions at terms that ensure satisfactory profitability.

• Risks related to other financial assets and liabilities

Financial assets that have an interest rate component include shareholder loans and securities such as bonds issued by compa-nies in the investment portfolio. These financial assets are assumed to be redeemed or converted at maturity. As a result, they do not present any interest rate risk per se.

Altamir Amboise has no significant financial liabilities subject to interest rate risk.

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c) Currency risk

The objective of Altamir Amboise has been to invest primarily in France or in the euro zone. However, some investments made by Altamir Amboise to date are denominated in foreign currencies, and consequently their value may vary according to exchange rates.

As of 31 December 2012, the only assets denominated in foreign currencies were the shares and debts of two portfolio companies, which represented €3.9m, or 0.76% of total assets (€6.1m, or 1.33% of total assets as of 31 December 2011).

The portfolio's exposure by currency was as follows:

(in US Dollars) Equity investments Fixed-income instruments

31 December 2012

Assets in euros 88,325 3,897,599

Liabilities

Net position before management 88,325 3,897,599

Off-balance-sheet position

Net position after management 88,325 3,897,599

Impact in euros of a 10% change in the exchange rate 8,833 389,760

31 December 2011

Assets in euros 551,959 5,585,055

Liabilities





Altamir Amboise does not hedge against currency fluctuations, because the foreign exchange impact is insignificant with respect to the expected gains on the securities in absolute value.

5.19 EARNINGS PER SHARE

The weighted average number of shares outstanding reflects the cancellation of treasury shares.

Basic earnings per share 31 December 2012 31 December 2011

Numerator (in euros)

Income for the year attributable to ordinary shareholders 57,054,273 18,774,526

Denominator

Number of shares issued at start of year 36,512,301 36,512,301

Effect of treasury shares -48,738 -39,867

Effect of capital increase - -

Average number of weighted shares for the year (basic) 36,463,563 36,472,434

Earnings per share (basic) 1.56 0.51

Earnings per share (diluted) 1.56 0.51



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5.20 RELATED PARTIES

In accordance with IAS 24, related parties are as follows:

a) Shareholder

Apax Partners SA as the investment advisor and Altamir Amboise gérance as the Management Company invoiced the Company for total fees of €7,994,716, including tax, in 2012 (€5,768,610 including tax in 2011). The amount receivable at the end of the year was €1,764. No amount remained payable as of 31 December 2012: (the amount remaining payable as of 31 December 2011 was €3,839, with no amount receivable at that date).

b) Associated enterprises

A significant influence is presumed when the equity interest of the Company exceeds 20%.Investments subject to significant influence are not accounted for by the equity method, as allowed under IAS 28, however they constitute related parties. The closing balances and transactions for the year with these companies are presented below:


Income statement

Valuation differences on divestments during the year -6,862 26,077,627

Changes in fair value 46,009,081 -15,531,866

Other portfolio income - 4,210,610

Balance Sheet

Investment portfolio 186,215,613 141,442,695

Sundry receivables 3,897,599 -

c) Principal directors

Attendance fees paid to members of the Supervisory Board totalled €135,000 in 2012 (€90,000 in 2011).

5.21 CONTINGENT LIABILITIES

The contingent liabilities of the Company broke down as follows:


Irrevocable purchase obligations (investment commitments) 87,912,598 3,636,616

Other long-term obligations (liability guarantees and other) 1,541,552 2,128,707

Total 89,454,150 5,765,323

Investment commitments of the Company in Apax France VIII-B 193,334,311 228,011,271

Total 282,788,461 233,776,594

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a) Investment commitments

Companies Commitments Investments Cancellation of New Commitments

as of 31/12/2011 during the year commitments commitments as of 31/12/2012

as of 31/12/2012 as of 31/12/2012

Listed securities

GFI Informatique (Itefin Part.) 339,700 524,600 184,900 0

Unlisted securities

Vocalcom (Willink)* 3,296,916 1,798,318 1,498,598

Texa (Texa Groupe Investissements)* 14,000 14,000

Apax VIII-A LP 3,600,000 86,400,000 86,400,000

Total 3,636,616 5,922,918 0 198,900 87,912,598

* The investment commitments in Vocalcom and Texa are part of the investment commitment of Altamir Amboise in Apax France VIII-B

The tables above reflect the maximum commitment of Apax VIII-A LP and Apax France VIII-B.

For information, Altamir Amboise has committed to investing a minimum amount of €60m, or 1% of the fund up to a maximum of €90m in Apax VIII-A LP. As of 31 December 2012, the amount invested was €3.6m.

b) Liability guarantees and other commitments

Liability guarantees

A first-call guarantee was granted to Cap Gemini as part of the sale of Camélia Participations (Prosodie). This guarantee, which could be called upon to pay tax claims, had an expiry date of 4 January 2013. Altamir Amboise's share of the guarantee amounted to €1,916,146. To support this guarantee, Altamir Amboise pledged 63,659,700 A1 units, 166,368,800 A2 units, and 153,200,800 A3 units in the Apax France VIII-B fund to Wormser Frères bank. In October 2012, a first tranche of €689,776.62 of the guarantee was exercised and €268,296.23 was called pursuant to the guarantee. As of 31 December 2012, the remainder of the counter-guarantee given by Altamir Amboise amounted to €958,073. On 4 January 2013, the guarantee expired and the pledge was released.

The Apax France VIII-B fund has committed, until 31 December 2019, to participate in an increase in the capital of Orthofin I (Amplitude) if the outcome of tax litigation leads to covenants being broken. The share of Apax France VIII-B is €558,479.

Altamir Amboise has placed €25,000 in a pledged account in the favour of Financière Season until 31 December 2013 at the earliest, in order to manage potential guarantee calls under the guarantee given by Financière Season when Mondial Tissus was sold in May 2010.

The following commitment is included in the financial accounts and is presented below for information:

- A portion of the proceeds from the sale of Mobsat Group Holding was placed in escrow by Chrysaor and the managers' holding companies. Altamir Amboise's share of the escrow balance was €9,666,771 as of 31 December 2011, based on a €/$ exchange rate of 1.2939. Altamir Amboise recognises part of this escrow balance as a receivable. The first instalment, of one-third of the escrow balance, was released after 6 months, in June 2012. The two remaining tranches, representing a total of €4,107,975 based on a €/$ exchange rate of 1.3194, will be released in 2 years (25%), and in 4 years (the remaining 75%).

Other off-balance-sheet commitments

Altamir Amboise carries out LBO transactions via special-purpose acquisition companies (SPACs).


When the share price of these companies falls, and the average share price over a given period drops below a certain threshold, the SPACs become responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same collateral-to-loan ratio ("colla-teral top-up clause"). In the event of default, banks may demand



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repayment of all or part of the loan . this collateral is furnished by the shareholders of the sPacs, including altamir amboise, in propor-tion to their share in the capital . they have no impact on altamir amboise's revenue and naV (listed companies are valued on the last trading day of the period), but can tie up part of its cash .

conversely, when the share price of these companies rises, all or part of the balance in escrow is released, and the calls repaid .

sensitivity:• a 10% drop in the average market prices of these listed securities compared to the calculation performed on 31 December 2012 would trigger no collateral call for altamir amboise .

• a 20% drop would trigger a collateral call of €0.86m. a commitment was given to certain managers of thom europe, maisons du monde and etai to repurchase their shares and obliga-tions in the event of their departure . these commitments do not represent a significant risk that would require recognition of a provi-sion for risks and contingencies .

Pledged securities:

• Securities pledged to Palatine Bank:

as of 31 December 2012, 400,000,000 a1 units, 400,000,000 a2 units and 400,000,000 a3 units in the apax France Viii-B fund were pledged to Palatine Bank:

- to support two credit lines totalling €8m, undrawn as of 31 December 2012

the pledged securities cover 150% of the amounts granted based on the valuation of the units in the apax France Viii-B fund as of 30 June 2011 .

• Securities pledged to Transatlantique Bank:

as of 31 December 2012, 21,947,435 a1 units, 378,075,986 a2 units, and 349,976,579 a3 units in the apax France Viii-B fund were pledged to transatlantique Bank:

- to support a credit line of €5m, undrawn as of 31 December 2012

the pledged securities cover 150% of the amounts granted based on the valuation of the units in the apax France Viii-B fund as of 30 June 2011 .

• Securities pledged to the bank CIC:

in the context of the acquisition of texa, the apax France Viii-B fund pledged to the bank all of the shares it holds in trocadéro Participations and the convertible bonds it holds in trocadéro Participations ii .

116

consoLiDateD (iFRs) FinanciaL statements statUtorY aUDitors' rePort

to the shareholders,

in compliance with the assignment entrusted to us at your annual general meeting, we hereby report to you, for the year ended 31 December 2012, on:

• the audit of the accompanying consolidated financial state-ments of altamir amboise;

• the justification of our assessments;

• the specific verification required by law.

these consolidated financial statements have been approved by the management company . our role is to express an opinion on these financial statements based on our audit .

i. oPiNioN oN tHe CoNsoliDateD FiNaNCial statemeNts

We conducted our audit in accordance with professional standards applicable in France . these standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement . an audit involves performing proce-dures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements . an audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion .

We hereby certify that the consolidated financial statements provide a true and fair view of the assets and liabilities, finan-cial position and results of operations of the group of compa-nies and entities included in the consolidation, in accordance with iFRs as adopted by the european union .

II. JUSTIFICATION OF OUR ASSESSMENTS

in accordance with the requirements of article L .823-9 of the French commercial code relating to the justification of our assessments, we bring to your attention the following matters:

• our assessment focused in particular on compliance with the accounting principles applicable to scRs;

• financial instruments held as part of private equity activities are valued according to the methods described in notes 5 .3 and 5 .4 to the consolidated financial statements; we have been informed of the procedures adopted by the management company and the information and assumptions used for valuing financial instruments .

these assessments were made as part of our audit of the consolidated financial statements taken as a whole, and there-fore contributed to the opinion we formed, as expressed in the first part of this report .

iii. sPeCiFiC VeriFiCatioN

in accordance with professional standards applicable in France, we have also verified the information related to the group, as provided in the management Report . We have no matters to report regarding their fair presentation and consistency with the consolidated financial statements .

Paris and paris-La Défense, 15 march 2013

the statutory auditors

cFa ernst & Young et autres François-Xavier Poussière Jean-François nadaud

statUtorY aUDitors' rePort oN tHe CoNsoliDateD FiNaNCial statemeNts


SUPPLEMENTARY INFORMATION

I. A FRENCH LIMITED PARTNERSHIP BY SHARES (SCA) . . . . . . . . . . . . . . . . . . . . . . . . 118 A - Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

B - Corporate governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

C - General information on the Company's share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

D - Other sources of financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

II. INVESTMENT IN PRIVATE EQUITY VIA THE APAX FUNDS . . . . . . . . . . . . . . . . . . . . .133 A - Relationship between Altamir Amboise, Apax Partners SA

and Apax Partners MidMarket SAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

B - Apax Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

C - Service contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

D - Remuneration and management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

III. A FRENCH "SOCIETE DE CAPITAL RISQUE" (SCR) . . . . . . . . . . . . . . . . . . . . . . . . . .150 A - Legal and tax framework. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

B - Tax treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

IV. RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .158 A - Liquidity risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158

B - Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158

C - Legal and tax risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164

D - Industrial and environmental risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

E - Competition risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

F - Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

G - Risks related to Apax Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

V. SUNDRY ITEMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .168 A - Portfolio as of 31 December 2012:

dates companies were founded and investment dates. . . . . . . . . . . . . . . . . . . . . . . . . . . 168

B - Documents available to the public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

C - Reference to historical financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

D - Person responsible for the Registration Document and persons responsible for the audit of the financial statements . . . . . . . . . . . . . . . . . 169

E - Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

F - Cross reference index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

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2

3

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SUPPLEMENTARY INFORMATION A FRENCH LIMITED PARTNERSHIP BY SHARES (SCA)

I. A FRENCH LIMITED PARTNERSHIP BY SHARES (SCA)

A. ARTICLES OF ASSOCIATION

a) Name and registered office (Articles 3 & 4 of the Articles of Association)

Altamir Amboise, 45 Avenue Kléber, 75116 Paris (France).Tel. +33 (0)1 53 65 01 00

(www.altamir-amboise.fr)

A change in the corporate name from “Altamir Amboise” to “Altamir” will be proposed at the next Shareholders’ Meeting.Shareholders will be asked to amend Article 3 of the Articles of Association accordingly.

Similarly, the name of the Management Company will be changed from Altamir Amboise Gérance to Altamir Gérance.

b) Date of incorporation

The Company was incorporated on 15 March 1993 as a French public limited company (société anonyme). It was changed to a French limited partnership by shares (société en commandite par actions) at the Special Shareholders’ Meeting of 1 June 1995, to enable the Company to benefit from the private equity experience and expertise of the Apax Partners teams.

c) Duration (Article 5 of the Articles of Association)

The duration of the Company is 99 years, expiring on 27 April 2092 (unless dissolved prior thereto or extended).

d) Legal form (Article 1 of the Articles of Association)

The Company is a French limited partnership by shares (société en commandite par actions), with share capital of €219,259,626, governed by Articles L.226-1 et seq. of the French Commercial Code, between:

- the limited partners (or shareholders), who own the existing shares and any shares that may be issued in the future, and

- the general partner, Altamir Amboise Gérance, a French public limited company (société anonyme) with share capital of €40,000 and the Paris commercial registry number 402 098 917, whose registered office is located at 45 Avenue Kléber, 75116 Paris (France).

The capital is divided into 36,512,301 ordinary shares with a par value of €6 per share and 18,582 preferred shares (“Class B shares”) with a par value of €10 per share. All shares are fully paid up.

e) Sale and transfer of shares (Article 10 of the Articles of Association)

Ordinary shares are freely transferable under the conditions stipulated by law.

Class B shares (or any securities giving access to Class B shares) may be subscribed or acquired only by the following persons:

1) the Management Company;

2) the Company's investment advisor as indicated in the Rules of Procedure (Apax Partners SA);

3) natural persons who are corporate officers or have an employment contract with one of the companies mentioned in items 1 and 2 above;

4) any non-trading partnership composed exclusively of the individuals or companies mentioned in items 1, 2 and 3 above;

5) the Company itself, under the conditions stipulated by law and by the Articles of Association.

At the next General Meeting, shareholders will be asked to amend the terms regarding the companies that can subscribe to or buy Class B shares under item 4 above, and to change this paragraph in Article 10.2 of the Articles of Association, as follows:

“4) any company controlled by one or more holders of Class B shares”

f) Financial year (Article 24 of the Articles of Association)

Each financial year has a duration of one calendar year, begin-ning on 1 January and ending on 31 December.

g) Corporate purpose (Article 2 of the Articles of Association)

The purpose of the Company is as follows:

- the subscription, acquisition, management and disposal by any means of French or foreign securities, ownership rights, rights representing a financial investment or other financial rights; and

- generally, any transaction related to the above purpose or enabling its achievement, including any transaction on personal or real property necessary for its operations.


14SUPPLEMENTARY INFORMATION A FRENCH LIMITED PARTNERSHIP BY SHARES (SCA)

h) Commercial registry number and business activity code

The company has the Paris commercial registry number 390 965 895 and the business code 6420Z.

i) Allocation and distribution of profits (Article 25 of the Articles of Association)

Notes: 1) The share of profits to which the general partner and the

holders of Class B shares are entitled is calculated based on the Company’s statutory financial statements, using the method presented below. The method was therefore unchanged when the Company adopted IFRS to present its first consolidated financial statements for the year ended 31 December 2007.

2) Article 25 of the Articles of Association was amended at the Combined Shareholders’ Meeting of 29 April 2009 to reflect the new investment procedure via the Apax France VIII-B fund, and again at the Combined Shareholders’ Meeting of 29 March 2012 to extend the new investment procedure to any fund created and managed by Apax Partners France and any entity that pays management fees to any Apax asset management entity.

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, the Company pays to the general partner as dividends, at the times and places designated by the Management 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, �, is calculated as follows:

� = [RN - (1-�) P] - � - �

where

• RN is equal to the net income of the financial year, as approved by shareholders at their Ordinary AGM, less net unrealised capital gains generated through internal restruc-turing transactions (e.g. mergers, partial asset contributions, spin-offs) concerning the Company itself or companies in which the Company holds an ownership interest;

• � 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;

• � is equal to the sum of adjusted net losses of previous years that have not already been applied to an adjusted net profit; and

• � 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 paying management fees to an Apax asset manage-ment entity.

For each financial year, the Company also pays to holders of Class B shares as dividends, at the times and places designated by the Management Company and no later than nine months 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 sharehol-ders. 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 incor-porated 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.

j) 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.

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Any remainder is then allocated to holders of ordinary shares only, up to the amount of reserves created through the alloca-tion of earnings.

Any balance still remaining is allocated as follows: 80% to ordinary shareholders, 18% to Class B shareholders and 2% to the general partner.

k) Form of shares (Article 9 of the Articles of Association)

The shares issued by the Company are held in registered form until they are fully paid up. Fully paid-up shares are held in registered or – once they are listed on the stock exchange – in bearer form, at the shareholder’s option. They are recorded in securities accounts according to the procedures set down by law.

In accordance with legal and regulatory provisions, the Company may at any time request that the central depository provide information enabling the identification of holders of shares giving immediate or future voting rights at General Meetings, the number of shares held by each of these shareholders and a description of any restrictions on these shares.

Class B shares may only be held in registered form.

l) Conditions for the exercise of voting rights (Article 12 of the Articles of Association)

The rights and obligations attached to shares are defined by the legislation in force and the Articles of Association.

Each ordinary share carries the right to one vote at General Meetings of Shareholders.

Voting rights are exercisable by the beneficial owner at Ordinary General Meetings and by the registered owner at Special General Meetings.

Class B shares carry no voting rights, except at special meetings of holders of Class B shares called in accordance with Article L.225-99 of the French Commercial Code.

m) General Meetings (Article 23 of the Articles of Association)

General Meetings are called under the conditions stipulated by law. Meetings are held at the registered office or any other location specified in the invitation to the meeting. The right to participate in the general meeting shall be subject to the formal registration of the shares in the name of the shareholder or of the intermediary registered on their behalf (in accordance with the seventh paragraph of Article L.228-1 of the French Commercial Code) at zero hour, Paris time, of the third business day prece-ding the general meeting, either in the registered share accounts held by the Company or in the bearer share accounts held by the authorised intermediary. Meetings may also be attended by

anyone invited by the Management Company or by the Chairman of the Supervisory Board.

The general partner is represented by its legal representative or by any other person it has authorised to represent it. That person need not be a shareholder.

General Meetings are chaired by the Management Company or, in order of preference, the general partner or the Chairman of the Supervisory Board.

The Shareholders vote at Ordinary and Special General Meetings under the conditions stipulated by law and perform their duties in accordance with the law.

With the exception of the appointment and dismissal of Supervisory Board members, the appointment and dismissal of Statutory Auditors, the distribution of dividends for the year and the approval of certain agreements requiring special autho-risation, the decisions of the shareholders are not valid until approved in writing by the general partner, no later than the end of the meeting at which the shareholders voted on the decisions in question. The Management Company has full powers to note this approval and attaches the document certifying such approval to the minutes of the Meeting concerned.

B. CORPORATE GOVERNANCE

a) Société en Commandite par Actions (French limited partnership by shares)

As a limited partnership by shares, the Company has two catego-ries of partners with very different rights and responsibilities:

- A general partner with unlimited liability for the Company’s debts and whose rights are not freely transferable. Only the general partner appoints or dismisses the Managers of the Company.

- Several limited partners (or shareholders), whose liability is limited to the amount of their contributions and whose rights are represented by freely transferable shares. These sharehol-ders are further divided into two categories:

* Holders of ordinary shares, who have voting rights enabling them to elect a Supervisory Board, whose role is to monitor the management of the Company;

* Holders of Class B preferred shares, who do not have voting rights.

Collective decisions therefore require the approval of the limited partners who hold ordinary shares (and vote at General Meetings) and that of the general partner. However, the appointment and dismissal of Supervisory Board members are under the sole authority of the limited partners holding ordinary shares, while



1

the appointment and dismissal of the Manager are under the sole authority of the general partner. The appointment and dismissal of statutory auditors and non-voting board members, the distribution of dividends for the year, and the approval of regulated agree-ments also fall under the sole authority of the limited partners holding ordinary shares.

Collective decisions modifying the rights of limited partners holding Class B shares are subject to the approval of these holders of Class B shares at a Special General Meeting.

The Manager has the broadest powers to act on behalf of the Company in all circumstances. In its dealings with shareholders, the Manager has the broadest powers to carry out all ongoing management activities. Specifically, the Manager is responsible for identifying, evaluating and deciding on the Company’s invest-ments and divestments. To carry out his or her responsibilities, the Manager may call upon the experts or advisors of its choosing, such as Apax Partners SA (the “Investment Advisor”), who will advise the company on its investments and divestments but will not have the power to take decisions on behalf of the Company. The relationship between the Company and the Investment Advisor is governed by an investment advisory contract and a co-invest-ment agreement, the terms of which are approved pursuant to Article L.226-10 of the French Commercial Code.

b) General Partner and Management Company

The Company’s general partner, who is also its Management Company, is Altamir Amboise Gérance, a French public limited company (société anonyme) with share capital of €40,000 and the Paris commercial registry number 402 098 917, whose registered office is located at 45 Avenue Kléber, 75116 Paris (France).

The corporate name Altamir Amboise Gérance is to be changed to Altamir Gérance. Accordingly, shareholders will be asked at the next General Meeting, to update the corporate name appearing in Articles 1 and 1.5 of the Articles of Association.

The Manager’s functions are not limited in time.

Throughout the Company’s existence, only the general partner is entitled to appoint and dismiss the Management Company.

The Manager’s functions are terminated upon death, disability, prohibition, receivership or liquidation, removal from office, resignation or upon reaching the age of 75.

A Manager’s removal from office is decided by the general partner.

If the Manager is also the general partner and loses the status of general partner, he or she also loses, automatically and without any further procedure, the status of Manager.

Maurice Tchenio is the Company’s Chairman and Chief Executive Officer. Monique Cohen is the Company’s Deputy Chief Executive Officer.

Their biographies are provided in section II B. c) below.

Altamir Amboise Gérance SA 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

and Monique Cohen are listed in Appendix I to the Management

Report.

To the Company's knowledge and at the time of preparation of

this Registration Document, Altamir Amboise Gérance SA and its

executives:

- 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 statu-

tory 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.

c) Supervisory Board

Altamir Amboise has a Supervisory Board whose Chairman is

Joël Séché and whose members are Martine Charbonnier,

Sophie Javary, Jean Besson, Gérard Hascoët, Charles Hochman,

Jean-Hugues Loyez and Philippe Santini.

In accordance with section 14.1 of Appendix 1 of EC Regulation

809/2004, the positions and directorships held by the members of

the Company’s Supervisory Board are listed in Appendix I to the

Management Report.

To the Company's knowledge and at the time of preparation of this

Registration Document:

• No member of the Supervisory Board had been convicted for

fraud in the previous five years;

• No member of the Supervisory Board had been involved in a

bankruptcy, sequestration of assets or liquidation in the previous

five years;


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• No member of the Supervisory Board had been formally accused or publicly sanctioned by statutory or regulatory authorities, including designated professional associations, in the previous five years; and

• No member of the Supervisory Board had 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.

At the time of preparation of this Registration Document, the members of the Supervisory Board were:

• Joël Séché Chairman of the Supervisory Board Chairman and Chief Executive Officer of Séché Environnement 76 rue de la Bastille, 44000 Nantes (France)

• Jean Besson Chairman of IPG SA 179 rue Saint-Honoré, 75001 Paris (France)

• Gérard Hascoët Chairman of the Board of Directors of SpineVision, MD Start and CorWave 10 Avenue du Colonel Bonnet, 75016 Paris (France)

• Charles Hochman 19 rue Raynouard, 75016 Paris (France)

• Sophie Javary Managing Director at BNP Paribas Corporate & Investment Banking 4 rue Paul Delaroche, 75116 Paris (France)

• Jean-Hugues Loyez Chairman of A&A Partners SAS 9 rue de l’Eglise, 7618 Taintignies (Belgium)

• Philippe Santini Chairman of PHS Consultants 35 Avenue de la Chambre d’Amour, 64600 Anglet (France)

Until December 31, 2012, the Supervisory Board also included Martine Charbonnier. Ms Charbonnier resigned from the Board effective 1 January 2013 following her appointment to the Corporate Finance Directorate of the AMF.

Sophie Javary, Joël Séché, Gérard Hascoët, Jean-Hugues Loyez and Philippe Santini are considered to be independent according to the criteria applied by the Company and described in the report of the Chairman of the Supervisory Board.

Joël Séché (58), was appointed to the Supervisory Board of the Company for the first time on 4 June 2007. His appoint-ment has since been renewed several times. His term expires

at the end of the Ordinary General Meeting of shareholders called to approve the financial statements for the year ended 31 December 2012. Accordingly, shareholders will be asked to renew his appointment at the next General Meeting. He was previously a member of the Supervisory Board of Amboise Investissement. Mr Séché studied science at the University of Rennes. In 1981, following his father’s death, he took over the family public works business, which employed some 20 people. From 1985 onwards, he positioned the company’s activities in the growth markets of environmental management and waste treatment (initially domestic and similar waste, then indus-trial waste as of 1994) with the creation of Laval Services, which later became Séché Eco-Industries, a subsidiary of the holding company Séché Environnement, in 1997. He heads this company, whose rapid growth enabled it to be listed on the Second Marché of the Paris stock exchange (now Segment B of Eurolist by Euronext) in 1997, to acquire Alcor, a subsidiary of Caisse des Dépôts et Consignations, in October 2001, and Trédi Environnement in July 2002. The Séché group currently manages about 20 sites located throughout France and has approxi-mately 1,600 employees. In March 2007, Séché Environnement acquired a 33% stake in Saur.

Jean Besson (69) was appointed to the Supervisory Board of the Company for the first time on 16 April 1996. He was reappointed most recently at the General Meeting of 23 March 2011 for a two-year term, until the end of the Ordinary General Meeting called to approve the financial statements for the year ended 31 December 2012. Accordingly, shareholders will be asked to renew his appointment at the next General Meeting. Jean Besson serves as Manager of IPG SARL and Deputy Director of TQM SA.

Gérard Hascoët (63) was appointed as a non-voting member of the Board on 16 April 1996 and as a member of the Company’s Supervisory Board on 28 April 2004. He was reappointed most recently on 29 March 2012 for a two-year term, until the end of the Ordinary General Meeting called to approve the financial statements for the year ended 31 December 2013.Mr Hascoët is a graduate of Ecole Centrale d’électronique de Paris. He was a member of the Management Committee of CGR Ultrasonic and then successively founded and served as Chairman and CEO of Technomed International, IMMI and Sometec. He currently serves as Chairman of SpineVision (France), MD Start (Switzerland) and CorWave (France).

Charles Hochman (84) was appointed to the Supervisory Board of the Company for the first time on 16 April 1996. He was reappointed most recently at the General Meeting of 23 March 2011 for a two-year term, until the end of the Ordinary General Meeting called to approve the financial statements for the year ended 31 December 2012. Shareholders will not be asked to renew his appointment at the next General Meeting. Mr Hochman serves as a director of Les Arts Décoratifs as well as Manager of Domaine de Mirail GFA and Domaine de Mirail SCI. He also served as director of Hermes Japan, Saint Honoré Bangkok and Hermes Greater China until 2010.



1

Sophie Javary (53) was appointed to the Supervisory Board of the Company on 23 March 2011. Her term runs until the end of the Ordinary General Meeting called to approve the financial statements for the year ended 31 December 2012. Shareholders will be asked to renew her appointment at the next General Meeting. Ms Javary is a graduate of HEC and the international management program run by Fundacao Getulio Vargas in São Paulo and New York University. She has worked in banking for all of her career, first at Bank of America and then Indosuez. From 1994 to 2007, she worked for Rothschild and was appointed Managing Partner in January 2002. She managed, on behalf of Rothschild, ABN AMRO Rothschild, a joint venture with ABN AMRO specialized in the primary equity market from 2001 to 2007. From 2001 to 2007, she co-led Rothschild’s debt advisory and restructuring business. Since February 2011, she has held the position of Managing Director at the Investment Banking Europe division of BNP Paribas. She also teaches finance at HEC.

Jean-Hugues Loyez (63), was appointed to the Supervisory Board of the Company for the first time on 4 June 2007. His appointment has since been renewed several times. His term expires at the end of the Ordinary General Meeting of share-holders called to approve the financial statements for the year ended 31 December 2012. Accordingly, shareholders will be asked to renew his appointment at the next General Meeting. He previously served on the Supervisory Board of Amboise Investissement. A graduate of IBM Institute, he has spent his whole career with the Castorama group, where he was Chief Executive Officer from 1984 to 1992 and Chairman and Chief Executive Officer from 1992 to 2002. Since 2002, he has been acting as a private investor and "business angel". He currently serves as the Chairman of A&A Partners.

Philippe Santini (69) was appointed to the Supervisory Board of the Company for the first time on 26 April 2006.He was reappointed mot recently on 29 March 2012 for a two-year term, until the end of the Ordinary General Meeting called to approve the financial statements for the year ended 31 December 2013.Mr Santini is a graduate of IEP de Paris and of the Harvard Business School’s Program for Management Development. He also holds graduate degrees in literature and in English as well as a postgraduate degree in literature. He previously served as General Manager of the Havas group. He has served as Chairman and Chief Executive Officer of Aprovia (trade press) since 2003 and Chairman and Chief Executive Officer of Groupe Industries Services Info (GISI) since 2004.

The composition and role of the Supervisory Board are described in Articles 18 to 20 of the Company’s Articles of Association and summarised below:

- The Company has a Supervisory Board with 3-12 members. Its members are selected from among the shareholders who are not acting in the capacity of general partner, legal repre-sentative of the general partner, or Manager. The term of the members of the Supervisory Board is two years (Article

18). Nevertheless, for the sole purpose of implementing or maintaining staggered terms for Supervisory Board members, shareholders voted at the General Meeting of 29 March 2012 to amend the Articles of Association to allow the appointment of one or more Supervisory Board members for a term of one (1) year.

- No individual over the age of 70 may be appointed to the Supervisory Board if that person’s appointment would bring the proportion of members over the age of 70 above one-third (Article 18).

- In the event a seat becomes vacant due to death or resigna-tion of one or more members of the Supervisory Board, the Board may appoint a temporary replacement within three months of the date the vacancy occurred (Article 18). The Board appoints an individual from among its members to act as Chairman. In the event of the absence of the Chairman, the oldest member of the Board fulfils the Chairman’s role (Article 19).

- The Supervisory Board meets at the request of the Chairman or the Management Company. Notices of meeting may be communicated using any means establishing proof of notice by commercial standards at least five days prior to the meeting, unless the Board members unanimously agree to a shorter period. The Manager must be invited to meetings and may sit in on Supervisory Board meetings without the right to vote. One or more non-voting members appointed by the shareholders may also attend Supervisory Board meetings in an advisory capacity.

- The Supervisory Board may not take decisions unless at least half of its members are present or represented (Article 19).

- Article 20 also stipulates that the Supervisory Board provides ongoing supervision of the Company’s management and decides on the allocation of net income to be proposed to share-holders. The Management Company consults the Supervisory Board on the evaluation rules applying to portfolio companies and any potential conflicts of interest. Any amendment to the co-investment agreement between the Company and Apax Partners SA must be authorised by the Supervisory Board, having reviewed the Management Report, by a 2/3 majority vote of members present or represented.

d) Operating procedures, independence and conflicts of interest

The report on corporate governance appears on page 55 of this Registration Document.

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 Amboise Gérance SA, the Company’s Manager.Apax Partners MidMarket SAS is headed by Eddie Misrahi.Apax Partners LLP is headed by Martin Halusa.


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The potential conflicts of interest that may arise from this situa-tion are covered by the co-investment rules applied by the funds managed by Apax Partners and by Altamir Amboise, described in Section II 2.1 above, and by the co-investment agreement signed by Apax Partners and Altamir Amboise.

To the Company's knowledge and at the time of preparation of this Registration Document, there is no potential conflict of interest between the Manager’s or the Supervisory Board members’ duties towards the Company and their private interests or other duties.

To the Company's knowledge, there are no family ties between the members of the Company’s management and supervisory bodies.

To the Company's knowledge and at the time of preparation of this Registration Document, there are no arrangements or understan-dings with major shareholders, customers or suppliers pursuant to which a member of the Supervisory Board or the Management Company was selected in that capacity.

To the Company's knowledge and at the time of preparation of this Registration Document, the members of the Supervisory Board or the Management Company have not accepted any restrictions on the divestment of their shareholdings in the Company.

To the Company's knowledge and at the time of preparation of this Registration Document, there was no service agreement between the members of the Supervisory Board or the Management Company and the issuer or any of its subsidiaries that provides for benefits upon termination of said agreement, other than the service agree-ments mentioned in this document and the Manager’s remuneration as described in Article 17.1 of the Company’s Articles of Association.

e) Remuneration of members of the Supervisory Board

In accordance with Article 21 of the Articles of Association, the Supervisory Board may be allocated an annual remuneration in the form of attendance fees. The amount of these fees is approved by the Shareholders at their Ordinary General Meeting and maintained until otherwise decided by the Shareholders at a General Meeting.

The Board divides these attendance fees among its members in the proportions that it deems appropriate.

Attendance fees were distributed in equal amounts of €11,250 to each Board member having attended at least half of the meetings. The members of the Audit Committee of Altamir Amboise received €11,250 in addition to the amount received as a member of the Board.

The total amount of the attendance fees approved by the share-holders on 29 March 2012 was €135,000.It is proposed that the sum of €260,000 be allocated as atten-dance fees to the members of the Supervisory Board for the financial year ended 31 December 2012 vs. €135,000 in 2011. More stringent requirements and the increasing size of the Company have significantly augmented the workload of the members of the Supervisory Board (number and duration of meetings).

f) Attendance fees and other remuneration paid to non-executive corporate officers

Non-executive corporate officers Amounts paid in 2011 Amounts paid in 2012

Attendance fees only

Jean Besson (1) 22,500 22,500

Martine Charbonnier (1) 22,500

Gérard Hascoët (1) 22,500 22,500


Sophie Javary 11,250



Joël Séché 11,250 22,500

TOTAL 90,000 135,000

(1) Member of the Audit Committee of Altamir Amboise



1

The members of the Supervisory Board received no remuneration other than the attendance fees detailed in the above table.

The remuneration paid to the Manager and the General Partner is detailed in Section II.D page 40 of this Registration Document.

C. GENERAL INFORMATION ON THE COMPANY'S SHARE CAPITAL

a) Amount and distribution of share capital and voting rights

Following the exercise of share warrants in March and September 2008 and the partial payment of the 2007 dividend in shares,

the Company’s share capital was €219,259,626 on 31 December 2008. No share capital transactions have been carried out since

that date.

The capital is divided into 36,512,301 ordinary shares with a par value of €6 per share and 18,582 preferred shares (“Class B

shares”) with a par value of €10 per share.

Preferred shares do not carry any voting rights.

Distribution of share capital and voting rights for the past three years:

Shareholders As of 31/12/2010 As of 31/12/2011 As of 31/12/2012

Number of shares

% of share capital

% of voting rights

Number of shares

% of share capital

% of voting rights

Number of shares

% of share capital

% of voting rights

Apax Partners SNC 7,033,513 19.26% 19.28% 7,942,766 21.75% 21.78% 7,942,766 21.75% 21.75%

Apax Partners SA 226,310 0.62% 0.62% 226,310 0.62% 0.62% 226,310 0.62% 0.62%

Sub-total: Maurice Tchenio and related companies

7,259,823 19.88% 19.90% 8,169,076 22.37% 22.40% 8,169,076 22.37% 22.39%

Other partners in Apax Partners 900,866 2.47% 2.47% 858,765 2.35% 2.36% 812,493 2.23% 2.23%

Total concert group (1) 8,160,689 22.35% 22.37% 9,027,841 24.73% 24.76%

Red Rocks Capital 1,837,007 5.03% 5 .04% 1,829,776 5.01% 5.02% 1,821,953 4.99% 4.99%

SEB Asset Management 1,979,908 5.42% 5.43% 1,979,908 5.42% 5.43% 1,979,908 5.42% 5.43%

Moneta Asset Management 1,847,166 5.06% 5.06% 1,847,166 5.06% 5.07% 3,562,214 9.76% 9.77%

Treasury shares 35,302 51,213 33,000

Free float 22,652,229 62.04% 62.10% 21,776,397 59.64% 59.73% 20,133,657 55.14% 55.19%

TOTAL ORDINARY SHARES 36,512,301 100% 36,476,999 36,512,301 100% 36,461,088 36,512,301 100% 36,479,301

Class B shares 18,582 18,582 18,582

GRAND TOTAL 36,530,883 36,530,883 36,530,883

N/A = Not available(1) Concert group formed by Apax Partners SA, controlled by Maurice Tchenio, and the partners of Apax Partners SA. This concert group was dissolved

in 2012.


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Distribution of Class B shares and Class B warrants for the past three years:

31/12/2010 31/12/2011 31/12/2012

Class B shares Class B warrants Class B shares Class B warrants Class B shares Class B warrants

Maurice Tchenio 4,432 4,432 0

Altamir Amboise Gérance 0 37,164 0 37,164 4,605 37,164

Other partners 14,150 14,150 13,977

All of the Class B warrants (37,164) are held by Altamir Amboise Gérance, the general partner.

List of holders of Class B shares:

Current shareholders of Apax Partners:Martine Clavel, Monique Cohen, Patrick de Giovanni, Edgard Misrahi, Bertrand Pivin, Gilles Rigal, Claude Rosevègue

Others: Altamir Amboise gérance, Isabelle Rambaud, Laurent Ganem, Alan Patricof

The following cases of thresholds being crossed were reported to the Company in 2010:

In a letter received on 26 April 2010, Red Rocks Capital LLC (25188 Genesee Trail Road, Suite 250, Golden, CO 80401, USA), controlled by Adam Goldman and Mark Sunderhuse, acting on behalf of funds it manages, reported that it had moved above 5% of the share capital and voting rights of Altamir Amboise on 22 April 2010 and that it held 1,837,007 Altamir Amboise shares on behalf of these funds, representing the same number of voting rights, i.e. 5.03% of the share capital and voting rights of the Company. Red Rocks crossed this threshold after purcha-sing Altamir Amboise shares in the market. (AMF notice no. 210C0363)

In a letter received on 10 June 2010, supplemented by a letter received on 11 June, SEB Asset Management (6a Circuit de la Foire Internationale, PO 2053, 1020 Luxembourg), acting on behalf of funds it manages, reported that it had moved above 5% of the share capital and voting rights of Altamir Amboise on 4 June 2010 and that it held 1,979,908 Altamir Amboise shares on behalf of these funds, representing the same number of voting rights, i.e. 5.42% of the share capital and voting rights of the Company. (AMF notice no. 210C0512)

The following cases of thresholds being crossed were reported to the Company in 2011:

In a letter received on 31 January 2011, Red Rocks Capital LLC (25188 Genesee Trail Road, Suite 250, Golden, CO 80401, USA), controlled by Adam Goldman and Mark Sunderhuse, acting on behalf of funds it manages, reported that it had moved below 5% of the share capital and voting rights of Altamir Amboise on 28 January 2011 and that it held 1,806,424 Altamir Amboise shares, representing the same number of voting rights, i.e.

4.95% of the share capital and voting rights of the Company. Red Rocks crossed this threshold after selling Altamir Amboise shares in the market. (AMF notice no. 211C0114)

The French Financial Markets Authority (AMF) received a letter on 11 March 2011, supplemented by another on 18 March, notifying it that thresholds had been crossed, as follows:

a) Apax Partners SNC (45, avenue Kléber, 75784 Paris, France), controlled by Maurice Tchenio, retrospectively disclosed that on 21 November 2008 it had individually moved above 5%, 10% and 15% of the share capital and voting rights of Altamir Amboise and held individually at that date 7,033,513 Altamir Amboise shares, representing the same number of voting rights, i.e. 19.26% of the share capital and voting rights of the Company. Apax Partners SNC crossed this thres-hold as a result of acquiring and merging with MMG, without liquidation.

b) Maurice Tchenio retrospectively disclosed that on 25 February 2011, directly and indirectly via Apax Partners SNC and Apax Partners SA, companies that he controls, he moved above 20% of the share capital and voting rights of Altamir Amboise, and held, directly and indirectly, 7,324,689 Altamir Amboise shares at that date, representing the same number of voting rights, i.e. 20.06% of the share capital and voting rights of the Company. Mr Tchenio crossed this threshold after purchasing Altamir Amboise shares in the market.

c) Apax Partners SNC, declared that on 10 March 2011 it indivi-dually moved above 20% of the share capital and voting rights of Altamir Amboise and held individually 7,340,953 Altamir Amboise shares, representing the same number of voting rights, i.e. 20.11% of the share capital and voting rights of the Company. Apax Partners SNC crossed this thres-hold after purchasing Altamir Amboise shares in the market.



1

(amF notice no . 211c0340 – see statement of intent in this notice)

in a letter received on 31 January 2011, Red Rocks capital LLc (25188 genesee trail Road, suite 250, golden, co 80401, usa), controlled by adam goldman and mark sunderhuse, acting on behalf of funds it manages, reported that it had moved above 5% of the share capital and voting rights of altamir amboise on 29 July 2011 and that it held 1,829,776 altamir amboise shares, representing the same number of voting rights, i .e . 5 .01% of the share capital and voting rights of the company . Red Rocks crossed this threshold after purchasing altamir amboise shares in the market . (amF notice no . 211c1421)

the following cases of thresholds being crossed were reported to us in 2012:

in a letter received on 30 march 2012, moneta asset management (17 rue de la Paix, 75002 Paris, France), acting on behalf of funds it manages, declared that on 29 march 2012 it moved:

- above 10% and 15% of the share capital and voting rights of altamir amboise and held 5,823,475 altamir amboise shares, representing the same number of voting rights, i .e . 15 .95% of the share capital and voting rights of the company; moneta asset management crossed this threshold as a result of freely acquiring voting rights by proxy prior to the general meeting of altamir amboise shareholders held on 29 march 2012, without specific voting instructions from the corresponding shareholders;

- Below 10% and 15% of the share capital and voting rights of altamir amboise and held 3,562,214 altamir amboise shares on behalf of funds, representing the same number of voting rights, i .e . 9 .76% of the share capital and voting rights of the company . moneta asset management crossed this thres-hold because the proxies it received from other shareholders expired (amF notice no . 212c0453) .

in the same letter, supplemented by another received on 2 april 2012, moneta asset management declared in a statement of intent that:

“- the threshold was not crossed as a result of acquiring shares and did not require financing;

- it had obtained the additional voting rights temporarily as a result of proxies sent to its head office without specific voting instructions from the corresponding shareholders . investors sent these proxies in order to take part in the general meeting of 29 march 2012;

- it acted alone;- it remains prepared to accept proxies for future general

meetings and does not plan to increase its position in the capital of altamir amboise, while not ruling out non-material purchases or sales of altamir amboise shares depending on market opportunities;

- it intends to exercise its rights as a shareholder and vote on the resolutions presented at the altamir amboise’s general meeting on 29 march 2012;

- it does not intend to take control of the company;- it has no:(a) plans to merge, reorganise, liquidate or transfer any

substantial portion of the assets of the issuer or of any other entity that it controls pursuant to article L .233-3 of the French commercial code;

(b) plans to change the issuer’s business;(c) plans to change the issuer’s articles of association;(d) plans to remove a category of the issuer’s securities from

trading;(e) plans to issue securities of the issuer;

- it has not entered into a repurchase agreement with respect to the issuer’s shares or voting rights;

- it does not wish to appoint one or more persons to seats on the supervisory Board .”

Red Rocks capital LLc, domiciled at 25188 genesee trail Road, suite 250, golden, co 80401, usa, and controlled by adam goldman and mark sunderhuse, moved: - below 5% of the share capital and voting rights of the

company on 11 september 2012 and held at that date 1,821,953 altamir amboise shares, representing the same number of voting rights, i .e . 4 .99% of the share capital and voting rights of the company (amF notice no . 212c1196) . Red Rocks crossed this threshold after selling altamir amboise shares in the market;

the cases of thresholds being crossed that were reported to the Company after the end of financial year 2012, were, as of the date of this report, as follows:

- Red Rocks capital LLc, domiciled at 25188 genesee trail Road, suite 250, golden, co 80401, usa, controlled by adam goldman and mark sunderhuse, moved above 5% of the share capital and voting rights of the company on 23 January 2013 and held at that date 1,843,500 altamir amboise shares, representing the same number of voting rights, i .e . 5 .05% of the share capital and voting rights of the company (avis amF 213c0111) . Red Rocks crossed this threshold after purcha-sing altamir amboise shares in the market .

a table showing changes to the company’s capital from its incorporation to 31 December 2012 is provided in section c . d) of this supplementary information section .

to the company’s knowledge, no other shareholders, acting alone or in concert, directly or indirectly hold 5% or more of the company’s capital or voting rights .

4suPPLementaRY inFoRmation a FreNCH limiteD PartNersHiP bY sHares (sCa)

128

At the time this Registration Document was prepared, there had been no significant change to the distribution of share capital with respect to the 31 December 2012 breakdown presented in the table above.

The Company held 33,000 shares in treasury as of 31 December 2012. Accordingly, under the liquidity agreement signed between the Company and Oddo Corporate Finance, the liquidity account was composed of 33,000 shares and €307,570.05 in cash and money-market funds.

There were no shares with double voting rights.

Securities held directly or indirectly by members of an administrative, managerial or supervisory body as of 31 December 2012:

Name Position Number of ordinary shares

Number of Class B shares

Maurice Tchenio Chairman and Chief Executive Officer of the Management Company 8,169,076 0

Monique Cohen Deputy Chief Executive Officer of the Management Company 55,728 897

Altamir Amboise Gérance 4,605

Joël Séché Chairman of the Supervisory Board 132,343

Martine Charbonnier Member of the Supervisory Board (resigned) 1,200

Sophie Javary Member of the Supervisory Board 100

Charles Hochman Member of the Supervisory Board 57,331

Jean Besson Member of the Supervisory Board 126,432

Philippe Santini Member of the Supervisory Board 2,128

Gérard Hascoët Member of the Supervisory Board 30,364

Jean-Hugues Loyez Member of the Supervisory Board 12,804

To the Company's knowledge, no pledge or security interest has been granted over the Company’s shares.

b) Shareholders’ agreement

None

c) Control of the issuer

To the Company's knowledge, no shareholder controls the Company’s capital either alone or in concert with another shareholder.

d) Changes in the share capital of Altamir Amboise

Date Transaction Number of shares Par valuefrancs (euros)

Share premium

Share capitalfrancs (euros)

before after

1993 Creation 2,500FRF 100 (€15.2)

0FRF 250,000

(€38,112)

16/05/95 Full payment of shares 2,500FRF 100 (€15.2)

0FRF 250,000

(€38,112)

16/05/95 Capital increase 2,500 500FRF 100 (€15.2)

0FRF 300,000

(€45,735)

01/06/95 Increase in par value 3,000 3FRF 100,000

(€15,245)0

FRF 300,000 (€45,735)



1

Date transaction Number of shares Par valuefrancs (euros)

share premium

share capitalfrancs (euros)

before after

01/06/95 Capital increase 3 15FRF 100,000

(€15,245)0

FRF 1,500,000 (€228,673)

30/11/95 Capital increase 15 815FRF 100,000

(€15,245)0

FRF 81,500,000(€12,424,595)

22/04/98 Share split 815 101,875FRF 800

(€121.96)0

FRF 81,500,000(€12,424,595)

07/07/98 Capital increase 101,875 313,875FRF 800

(€121.96)FRF 250 (€38.11)

FRF 251,100,000(€38,279,948)

31/07/99 Capital increase through exercise of warrants 313,875 314,696FRF 800

(€121.96)0

FRF 251,756,800(€38,380,077)


(€121.96)0

FRF 256,616,000(€39,121,109)

30/06/00Capital increase through the redemption of bonds redeemable in shares

320,770 490,361FRF 800

(€121.96)FRF 250 (€38.11)

FRF 392,288,800(€59,804,427)


(€121.96)0

FRF 426,259,200(€64,982,796)

22/01/01Conversion of capital into euros through a deduction from retained earnings and a capital increase

532,824 532,824 €122 0 €65,004,528

12/04/02Reduction of capital through a deduction from negative retained earnings—reduction of par value

532,824 532,824 €100 0 €53,282,400

28/06/06Capital increase following the partial payment of the 2005 dividend in shares

532,824 539,041 €100 €67 €53,904,100

30/11/06

Capital increase following the merger with Société Européenne Kléber

539,041 ordinary shares


€100€53,990,330

Creation of 8,623 Class B preferred shares without voting rights

8,623 Class B shares

€10

04/06/07

Capital increase through incorporation of share premiums and increase in the par value of ordinary shares to €102, then 17:1 share split, bringing the par value per share to €6Capital increase following the merger with Amboise Investissement


18,968,897 ordinary shares

€6

€113,999,202

Creation of 9,805,200 ordinary shares and 9,958 Class B preferred shares without voting rights



€10

10/07/07 Capital increase through cash payment



€6

€178,019,22618,582

Class B shares18,582

Class B shares€10

31/03/08Capital increase through cash payment following the exercise of 360,021 March 2008 warrants



€6€190,846,170



€10

4suPPLementaRY inFoRmation a FreNCH limiteD PartNersHiP bY sHares (sCa)

130

Date Transaction Number of shares Par valuefrancs (euros)

Share premium

Share capitalfrancs (euros)

before after

21/05/08 Partial payment of the dividend in shares



€6€198,573,900



€10

29/09/08Capital increase through cash payment following the exercise of 13,159,873 September 2008 warrants



€6€219,259,626



€10

e) Potential and authorised capital

Share capital that may be created through the exercise of warrants

All warrants to purchase ordinary shares have been exercised or cancelled. Only Class B warrants were outstanding at 31 December 2012.

Class B warrants are described in chapter C a) of this section.

The amount of capital that may be created through the exercise of these warrants is €371,640, representing 37,164 Class B shares with a par value of €10 per share.

The Company has not granted any stock options or bonus shares.

Authorisation given to the Manager to increase share capital

The Management Company has no authorisation to increase share capital.

f) Purchase by the Company of its own shares

Legal framework:

At their General Meeting on 29 March 2012, the shareholders authorised the Company to buy back its shares for the sole purpose of ensuring their liquidity or secondary market activity. The buyback programme is limited to 5% of the Company’s capital, based on available reserves.

The goals of the program are to allow the Company to: 1) ensure an active secondary market via a liquidity contract

in compliance with the AMAFI (Association française des marchés financiers) Code of Conduct.

The buyback programme meets the following requirements:

The total number of shares acquired through the program may not exceed 5% of the Company’s capital. As a guide, as of 31 December 2012, this percentage corresponded to 1,825,615 shares.

The maximum purchase price per share may not exceed €20.00 (excluding acquisition costs).

As a result, based on the example above, the maximum amount that can be paid by the Company to buy back its own shares is €36,512,300.

Shares may be purchased, sold or transferred by any means authorised by applicable regulations, on a regulated market or over-the-counter, including the purchase or sale of blocks of shares. The Company may also use options or derivatives.

This authorisation was granted for a period of 18 months.

The buyback programme is funded using the Company's existing cash resources.

Description of the share buyback programme

In accordance with Article 241-2 of the AMF’s General Regulation and with European Commission Regulation 2273/2003 of 22 December 2003, the purpose of this description is to explain the objectives and terms and conditions of the Company’s share buyback programme. Shareholders will be asked to approve this programme at their General Meeting on 18 April 2013. Prior notification was published in France’s official gazette (“BALO”) on 13 March 2013.



1

1) Breakdown of shares held by objective as of 1 March 2013

Number of shares held directly and indirectly: 36,613, represen-ting 1.0% of the Company’s share capital.All of these shares are held for the purpose of ensuring active trading in the Company’s shares via an AMAFI-compliant liqui-dity contract.

New proposed programme:

Shareholders will be asked to approve a new share buyback programme at the General Meeting. Its features are as follows:- Authorisation: General Meeting of 18 April 2013- Securities: ordinary shares- Maximum percentage of capital that may be repurchased: 5%

(i.e. 1,825,615 shares as of this date), with the stipulation that this limit is calculated as of the date of the buybacks so that any increases or decreases in capital that might have taken place during the course of the programme are taken into account.The number of shares used to calculate compliance with the limit is the number of shares purchased less the number of shares resold during the programme, for the purpose of maintaining liquidity.

- Maximum purchase price: €20- Maximum amount of programme: €36,512,300- Procedures: Purchases, sales and transfers by any means, on

the market or over the counter, including block trades. The resolution proposed to shareholders does not place a limit on the portion of the programme that can be carried out by purchasing blocks of shares. These transactions may not take place during a takeover bid.

- Objective: Ensure secondary market activity and liquidity in the Company’s shares via a liquidity contract with an invest-ment services provider that complies with the AMAFI Code of Conduct, approved by the AMF.

- Programme duration: 18 months, starting from the General Meeting of 18 April 2013, i.e. until 17 October 2014.

Tax treatment of share buybacks

For Altamir Amboise

As SCRs are exempt from corporation tax on all capital gains, Altamir Amboise, an SCR, is not liable for tax on gains from buybacks of its own shares.

For the seller of the shares

Gains from the sale of shares through a buyback programme carried out pursuant to Article L.225-209 of the French Commercial Code are treated as “individual” or “professional/corporate” capital gains on the sale of securities, depending on the tax status of the seller (individual or company).

Gains from the sale of shares realised by legal entities resident in France and subject to corporation tax are treated as “profes-sional/corporate” capital gains. This tax treatment is described in Article 39 duodecies of the French Tax Code.

“Individual” capital gains realised by persons resident in France are treated as described in Article 150-0 A of the French Tax Code. Under this regime, capital gains from sales and buybacks carried out by the shareholder in 2012 are taxed at a rate of 24%, with no minimum threshold.(1) These capital gains are also included in the calculation of the “reference income” for tax purposes. As such, they might be subject to the exceptional contribution of 3% or 4% imposed on high incomes depending on the taxpayer’s situation. These capital gains from the sale of SCR shares are also subject to social levies, with no minimum threshold.(2)

Capital gains realised from the buyback of SCR shares subscribed or acquired before 1 January 2001 are taxed at the ordinary income tax rate defined in Article 150-0 A of the French Tax Code (see above).

Capital gains realised on the sale of SCR shares subscribed or acquired after 1 January 2001 are exempted from income tax in accordance with Article 150-0 A III 1 bis of the French Tax Code, provided that certain conditions are met, notably that the shares were held for at least five years before the sale date. These gains will nevertheless be subject to social levies(3) and will also be included in the calculation of “reference income” used to determine whether the taxpayer is liable for the excep-tional contribution of 3% or 4% imposed on high incomes.


(1) In accordance with Article 10 of the 2013 Finance Act (Act no. 2012-1509 of 29 December 2012), capital gains realised as of 1 January 2013 will be subject to ordinary marginal income tax rates. The amount taxed will be the gain less a discount based on the time the security was held: 20% if at least two years, 30% if at least four years and 40% if at least six years.

(2) Under Article 2 of the first Amended 2012 Finance Act (Act. no. 2012-354 of 14 March 2012), social levies are set at 13.5% on cash-management income earned between 1 January and 30 June 2012 and at 15.5% on income earned from 1 July 2012. Social levies are set at 15.5% on portfolio investment income earned from 1 January 2012.

(3) In determining the applicable rate, capital gains from the sale of SCR shares realised in 2012, which are exempted from income tax, are treated as cash management income.

132

g) Altamir Amboise share performance

Altamir Amboise share (adjusted price)

Month Number of shares

Average closing

price

High High date

Low Low date

Last closing

price

Trading volume

(in € 000)

Nbr. of trading

days

Average trading volume

(in € 000)

January 12 386,865 6.22 6.56 27/01/12 6.01 02/01/12 6.46 2,424 22 110

February 12 421,895 6.93 7.25 28/02/12 6.63 01/02/12 7.23 2,901 21 138

March 12 771,590 7.33 7.64 26/03/12 7.11 13/03/12 7.37 5,647 22 257

April 12 456,738 6.88 7.54 03/04/12 6.46 24/04/12 6.77 3,178 19 167

May 12 331,423 6.48 6.80 02/05/12 6.24 30/05/12 6.41 2,133 22 97

June 12 460,977 6.13 6.35 11/06/12 5.68 28/06/12 5.98 2,795 21 133

July 12 600,147 6.07 6.29 04/07/12 5.71 23/07/12 6.23 3,630 22 165

August 12 313,591 6.58 6.74 22/08/12 6.37 02/08/12 6.58 2,053 23 89

September 12 485,826 6.59 6.95 27/09/12 6.42 12/09/12 6.65 3,207 20 160

October 12 370,424 6.85 6.99 24/10/12 6.61 01/10/12 6.92 2,529 23 110

November 12 596,092 6.97 7.19 30/11/12 6.79 14/11/12 7.19 4,152 22 189

December 12 946,396 7.30 7.40 31/12/12 7.15 24/12/12 7.40 6,934 19 208

January 13 477,551 7.72 7.95 18/01/13 7.40 02/01/13 7.83 3,667 22 167

February 13 541,500 8.07 8.25 25/02/13 7.85 04/02/13 8.15 4.38 20 219

Source: Euronext

h) Market for Altamir Amboise shares

The company is listed on Euronext Paris, Segment B.

i) Dividends

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.

In accordance with legal provisions, dividends not claimed within five years of the date on which they were to be paid are forfeited and the amounts paid over to the State.

No dividend was paid in respect of 2009 or 2010. A dividend of €0.20 was paid on each ordinary share and of €152.73 on each Class B share in respect of 2011.

j) Commitments by the founders

Ordinary shares held by the founders

The founders of Altamir Amboise are the general partner and the holders of the Class B shares. The number of ordinary shares they hold is provided in paragraph C. a above.

Commitments to hold securities

The partners of Apax Partners SA and Apax MidMarket SAS have no further commitment to hold securities for a minimum period.

D. OTHER SOURCES OF FINANCING

The Company has unused credit lines totalling €26m.



1

II. INVESTMENT IN PRIVATE EQUITY VIA THE APAX FUNDS

A. RELATIONSHIP BETWEEN ALTAMIR AMBOISE, APAX PARTNERS SA AND APAX PARTNERS MIDMARKET SAS

a) Legal organisation chart

APAX PARTNERS MIDMARKETLegal form: SAS

Chairman: Eddie Misrahi

Investment advisory services Manager

APAX PARTNERS SA Fund

Chairman: Maurice Tchenio

Apax France VIII-A Apax France VIII-B Friends and Family

Apax Ortho

The Chairman of Apax Partners MidMarket SAS is Eddie Misrahi. The other partners are Monique Cohen, Bruno Candelier, Bertrand Pivin, Gilles Rigal and Thomas de Villeneuve.

APAX PARTNERS SA Organisation Chart

APAX PARTNERS SNC Legal form: SNC

Manager: Maurice Tchenio

Altamir Amboise GERANCE Legal form: SA


65.48% 0.04%

APAX PARTNERS SA Legal form: SA


General Partner and Management Company

Manager Investment advisory services

FCPRAltamir Amboise SCA

Legal form: SCA

Apax France IV Apax France VA Apax France VB Apax France VI Apax France VII

Monceau France VII Tsingmax Inapax

Alpha Diamant

Chairman of the Supervisory Board: Joël Séché

Other members of the Supervisory Board: Jean Besson, Gerard Hascoet, Charles Hochman,

Sophie Javary, Jean-Hugues Loyez, Philippe Santini Manager:

Altamir Amboise gérance

4SUPPLEMENTARY INFORMATION INVESTMENT IN PRIVATE EQUITY VIA THE APAX FUNDS

134

The Chairman of Apax Partners SA is Maurice Tchenio. The other partners are Martine Clavel, Monique Cohen, Patrick de Giovanni, Eddie Misrahi, Bertrand Pivin, Gilles Rigal and Claude Rosevègue. There are no cross-shareholdings between Altamir Amboise, Apax Partners MidMarket and Apax Partners LLP.Apax Partners SNC and Apax Partners SA are limited partner shareholders of Altamir Amboise.Altamir Amboise Gérance is the general partner of Altamir Amboise.

b) Up until Apax France VII

From December 1995, when it was listed on the stock exchange under the name of Altamir & Cie, the Company co-invested pari passu with Apax funds based on their respective amounts of assets under management. On 31 March 2006, a new company, Amboise Investissement, was listed on the stock exchange. Also advised by Apax Partners SA, Amboise Investissement co-invested pari passu with Apax funds according to the same principle, based on the amount of assets under management. Altamir and Amboise Investissement merged on 4 June 2007, and the new company took on the name of Altamir Amboise.

Altamir Amboise continued to co-invest according to the same terms and based on assets under management in every transaction in which the private equity funds managed by Apax Partners SA invested. In April 2007, the Company and Apax Partners SA signed an agreement setting out the rules of co-investment ("co-investment agreement"). As of 31 December 2012, the Apax France VII fund was considered fully committed to new investments. The balance of uncalled commitments will be used to top up investments in companies already in the portfolio and to cover operating expenses. The percentage of Altamir Amboise's co-investment alongside Apax Partners funds was determined from the projected amounts each entity had available for new investments. The amount was revised on 1 January and 1 July of every year based on changes in the projected available funds of the Company and the fund in question.

In the event of a reinvestment, the percentages invested by the Company and the fund were the same as those of the initial invest-ment (and not that in effect as of the date of the reinvestment, if different).

The co-investment percentage evolved as follows:

Fund Date Investment percentage Total

Fund Altamir & Cie

Amboise Invest.

Altamir Amboise

Apax France IV 1996 85% 15% - - 100%

Apax France V 1998 80% 20% - - 100%

Apax France VI 2000 93% 7% - - 100%

1/1/2001 94% 6% - - 100%

1/1/2003 95.5% 4.5% - - 100%

1/7/2004 90% 10% - - 100%

1/4/2006* 72% 8% 20% - 100%

Apax France VII 1/7/2006 50% 25% 25% - 100%

1/7/2007** 57% - - 43% 100%

1/1/2009 57-95% - - 43-5% 100%

projected range 95%

1/1/2009 actual percentages of new investments in 2010

57% - - 43% 100%

* Amboise Investissement IPO** Merger of Altamir and Amboise Investissement

From 1 January 2010, a new range was set at 10-43%, depending on available funds. As indicated in the above table, the actual co-investment percentage in 2010 and 2012 was 43%. No new transaction took place in 2011.

SUPPLEMENTARY INFORMATION INVESTMENT IN PRIVATE EQUITY VIA THE APAX FUNDS


1

The unitholders in the private equity funds managed by Apax Partners SA and Apax Partners MidMarket SAS are professio-nals investing significant amounts with a long-term investment horizon. They have more detailed information about the invest-ments acquired (as co-investments alongside Altamir Amboise) than the other shareholders of these companies. This informa-tion is communicated to them, in line with the rules of the funds and with common practice in the private equity industry, at the same time as Altamir Amboise publishes its Net Asset Value. Should this information be privileged, however, as defined by applicable regulations, these investors must not carry out transactions on the shares of Altamir Amboise.

c) Starting with Apax France VIII

From the time it was founded in 1995 under the name of Altamir & Cie., the Company co-invested alongside the funds managed by Apax Partners SA, directly acquiring investments in the companies in which the various funds invested. This modus operandi, governed by a co-investment agreement signed in 2007 with regard to the Apax France VII fund, was very easy to implement in that the management company of these funds and of Altamir Amboise were both headed by Maurice Tchenio, founder of the Apax group.

In the meantime, it was planned that the Apax France VIII fund should be managed by the Apax team headed by Eddie Misrahi via a new AMF-accredited management company called Apax Partners MidMarket SAS.

Thus, for the first time since Altamir Amboise was launched, decision-making power for Altamir Amboise and the Apax France VIII private equity fund is no longer vested with the same person.

Consequently, it was decided that Altamir Amboise would invest directly in the Apax France VIII fund rather than in each company individually alongside the funds as previously. This new method clearly differentiates the assets managed by the Apax team (via the Apax France VIII fund) headed by Eddie Misrahi (Apax Partners MidMarket) from those that will continue to be managed by the Apax team headed by Maurice Tchenio (Apax Partners SA).

In the previous configuration, Altamir Amboise's decision to invest alongside the Apax funds was limited, in practice, to the co-investment percentage set at the launch of each new fund and refined at the start of each half-year period based on Altamir Amboise's available cash. This type of decision remains valid in the new structure, inasmuch as Altamir Amboise's management company decided on Apax France VIII-B's co-investment level at the time Apax France VIII was launched. The Company is the only unitholder in Apax France VIII-B, alongside Apax France VIII-A, which groups all of the other investors. As in the past, this percentage will be refined at the start of each half-year period.

In practice, Altamir Amboise invests in a fund called "Apax France VIII-B", in which Altamir Amboise is the only investor. All other investors are grouped in the fund called "Apax France VIII-A". The fund operates in such a way as to enable Altamir Amboise to recognise capital gains on divestments in its income statement as soon as they are allocated, thereby ensuring maximum accounting transparency without penalising the Company's ability to pay dividends.

Shareholders approved the changes to the Articles of Association resulting from these new procedures at their 29 April 2009 General Meeting. In 2011, Altamir Amboise began investing directly in the Apax France VIII-B fund. All measures have been taken to ensure that there is no change regarding recognition of income nor double invoicing of management fees.

Similarly, to avoid double payment of carried interest on the performance of the Apax France VIII-B fund, the fraction of Altamir Amboise's income deriving from this fund is excluded from the calculation of payments to the general partner and Class B shareholders.

This change was included in the amended Articles of Association approved by shareholders at their 29 April 2009 Combined General Meeting. New amendments to the Articles of Association were approved by shareholders at their 29 March 2012 Combined General Meeting. The purpose of these new amendments is to extend the modus operandi to future funds or entities managed by Apax Partners MidMarket as well as those advised by Apax Partners LLP.The corresponding resolutions approved by shareholders are reproduced below.

With this in mind, Altamir Amboise's maximum investment in Apax France VIII-B, whose investment period is projected to extend from 2011 to 2014, will be in a range between €200m and €280m. Altamir Amboise will be able to adapt the level of investment to its level of available funds every six months, as has been the case until now under the co-investment system.

For the months of February to July 2011, Altamir Amboise invested in the Apax France VIII-B fund on the basis of its maximum commitment. From August 2011 to January 2012 and from February 2012 to January 2013, the same rule was applied.Altamir Amboise's Management Company will thus be able to adjust the Company's commitment to the cash it is projected to have available, but will have no influence over the fund's choice of investments and divestments.


136

d) Starting with Apax VIII LP

Concerning Apax VIII LP, the Manager can choose his commit-ment on the basis of the future size of the fund: a minimum of €60m, or 1% of the fund up to a maximum of €90m. There is no half-yearly adjustment.

To aid in the understanding of this document, the name "Apax Partners" will be used both for the activities of Apax Partners SA up until the Apax France VII fund and for those of Apax Partners MidMarket SAS via the Apax France VIII fund.

e) Extract of Articles of Association

Shareholders added the following paragraph to Article 17 of the Articles of Association – Management Company's remuneration – at their Combined General Meeting of 29 April 2009, amended at the Combined General Meeting of 29 March 2012: "The Management Company's remuneration, including tax, shall also be reduced by the product of the par value of the shares held by the Company in the Apax France VIII-B private equity fund (and subsequent Apax France private equity funds) times the average annual rate charged by these funds for manage-ment fees. Should this rate vary during the year, the sum shall be calculated on a pro rata basis."

For each financial year, the Company pays to the general partner as dividends, at such times and places designated by the Management 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, �, is calculated as follows:

� = [RN - (1-�) P] - � - �where

• RN is equal to the net income of the financial year, as approved by shareholders at their Ordinary AGM, less net unrealised capital gains generated through internal restruc-turing transactions (e.g. mergers, partial asset contributions, spin-offs) concerning the Company itself or companies in which the Company holds an ownership interest;

• � is equal to the corporate tax rate (including any tax surcharges) 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;

• � is equal to the sum of adjusted net losses of previous years that have not already been applied to an adjusted net profit;

• � is equal to the portion of net income for the year deriving from the Company’s investments in Apax France funds and any entity paying management fees to an Apax management entity.”

f) Management fees paid

Altamir Amboise does not pay any remuneration directly to Apax Partners MidMarket. Rather, it is the Apax France VIII-B fund that pays management fees. The Apax France VIII-B fund paid no management fees in respect of 2010. For 2011 and 2012, the management fees paid by the fund and deducted from Altamir Amboise's management fees are detailed in the notes to the statutory and consolidated financial statements.

The same principles apply to the Apax VIII LP fund.Extract of Articles of Association (Article 17.1):

“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 Apax France funds 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 shall be calculated on a pro rata basis."

B. APAX PARTNERS

The Company's investment strategy is intimately connected with that of Apax Partners. This is a consequence of the Company's co-investment in the funds Apax Partners manages, in accor-dance with the co-investment agreement, and of the Company's direct investment in the Apax France VIII-B and Apax VIII LP funds.

Apax Partners France and Apax Partners LLP each publish an annual report, which are available on the websites www.apax.fr and www.apax.com, respectively.

a) History and strategy of Apax Partners

Apax Partners is one of the pioneers of private equity and one of the world's largest internationally-active groups in the industry. It has 12 offices, including seven in Europe, one in Israel, one in the United States and three in Asia. It manages more than €25 billion in capital via its private equity funds, on behalf of the some of the world's largest institutional investors.



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The group was founded in 1972 in the United Kingdom and in continental europe by Ronald cohen and maurice tchenio . in 1976, they teamed up with alan Patricof in the united states . From the time the first UK fund was set up in 1981 and the first French fund in 1983, the group has been organised as independent companies managing domestic funds and owned by their local partner-executives .

today the apax Partners group in europe comprises two distinct and independent entities: apax Partners LLP (London) and apax Partners sa/apax Partners midmarket sas (Paris) . apax Partners sa was accredited as a management company by the autorité des marchés Financiers (amF) on 24 march 1997 and apax Partners midmarket sas on 19 December 2008 .

• Apax Partners France

owned by their respective partner-executives, these two groups, apax Partners sa and apax Partners midmarket sas, whose decision-making bodies are independent, manage different funds, each earning its own carried interest . the funds managed by apax Partners sa/apax Partners midmarket sas invest in mid-sized companies of €100m to €1bn in enterprise value, in France and elsewhere in europe, while those advised by apax Partners LLP concentrate on large LBo transactions of €1-5bn in enterprise value throughout the world . they share the same name, an investment strategy based on sector specialisation and similar internal processes .

the new management company, apax Partners midmarket sas, manages apax Partners sa's successor funds, beginning with the apax France Viii fund . it adheres to the same investment strategy as that of apax Partners sa . the chairman of apax Partners midmarket sas is eddie misrahi . monique cohen, Bruno candelier, Bertrand Pivin, gilles Rigal and thomas de Villeneuve are partners . their biographies can be found in paragraph 2 .B .c of the supplementary information .

apax Partners was one of the pioneers in the creation and development of private equity in France . it created the first private equity fund (FcPR) and set down the rules of the profes-sion . apax Partners is one of the founding members of aFic, a French professional association of private equity firms . in France the contribution of apax Partners was a key factor in promoting equities and private equity in asset allocation strate-gies .

apax Partners is one of the major players in private equity in France, and has one of the most experienced teams . over the last five years, the funds managed by apax Partners (including altamir amboise) have invested more than €740m and realised more than €1 .1 billion in divestments .

the investment strategy consists in backing growth companies in a limited number of dedicated sectors and has been in effect

since the apax cR iii fund was launched in 1990 . sector specia-lisation clearly differentiates apax Partners from the principal private equity firms, who tend to specialise in a particular type of transaction, such as LBos, growth capital or venture capital .

the normal private equity investment cycle produces significant performance principally during the last few years of the life of a fund . For this reason, fund performance must be appreciated over the long term .

Private equity fund performance is generally measured in terms of multiples of committed capital and internal rates of return (iRR) .

apax Partners' strategy is oriented towards obtaining high multiples of subscribed capital . in this regard, its four fully-invested funds have proven their ability to obtain performance in the first and second quartiles of european private equity funds (thomson Reuters – February 2013 – based on cumulative statistics as of 30 June 2012) . We nevertheless reiterate that the past performance of the funds managed by apax Partners in no way guarantees the company's future performance .

the investment strategy described above was applied to the following funds, which are now fully invested: apax cR iii (1990), apax France iV (1996), apax France V (1998), and apax France Vi (2000) . it was refined during the apax France Vi investment period so as to focus on LBo and growth capital transactions and no longer invest in venture capital transactions .

at the same time, this strategy was followed by altamir amboise, which invested pari passu alongside the investments made by the apax France iV, apax France V, apax France Vi and apax France Vii funds . according to the most recently available information and current market conditions, apax Partners had an original overall invest-ment capacity, via its various investment vehicles, i .e . altamir amboise and the apax France Vii funds, of around €900m over a 3-5 year period . as of end-December 2012, 98 .8% of this amount had been fully invested or committed . this fund is considered fully invested in new investments . apax Partners midmarket, which has finished raising funds for the apax France Viii fund, began to invest in 2011 and was 31% invested as of 31 December 2012 .

• Apax Partners LLP (source – 2011 annual report)

apax Partners LLP (or its former, equivalent vehicle) has been active on the private equity market for 30 years . its funds are invested in asia, europe and north america .as of 31 December 2011, the investment team consisted of 116 people, including:- 5 partners and 20 investment professionals specialised in

Business and Financial services

4suPPLementaRY inFoRmation iNVestmeNt iN PriVate eQUitY Via tHe aPaX FUNDs

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- 4 partners and 14 investment professionals specialised in Healthcare

- 4 partners and 13 investment professionals specialised in Media

- 4 partners and 24 investment professionals specialised in Retail and Consumer

- 8 partners and 20 investment professionals specialised in Technology and Telecoms

The investment teams are distributed among nine offices.As of 31 December 2011, the average seniority of the partners was 11 years.Over the past five years, Apax Partners LLP has invested €10.3 billion and realised sales of €9.8 billion.Profitability for investors has been 10.7% over five years, 17.4% over 10 years, 19.1% over 15 years and 29.2% over 20 years, representing a multiple of 2.8x since 1993.Apax Partners has the same sectoral strategy as Apax Partners in France.It targets large cap companies with an enterprise value between €1 billion and €5 billion.

More detailed information can be found at www.apax.com

b) Description of the Apax Partners’ investment strategy

The Apax Partners strategy consists in backing compa-nies with high growth potential, essentially through LBO and growth capital transactions, across the six sectors in which it specialises: Technology, Telecom, Retail & Consumer, Media, Healthcare, and Business & Financial Services.

The principal components of the strategy are as follows:

1. Build a diversified portfolio in each sector, capable of generating high rates of return, throughout the economic cycle

Apax Partners' objective is to obtain a high return for the funds it manages. To accomplish this, it selects companies with the potential to return 3 times invested capital – a five-year return of 3x invested capital corresponds to an average annual IRR of 25% – keeping in mind that these multiples and this rate constitute objectives and that certain investments might ultima-tely generate lower or even negative returns.

This strategy led to the sector breakdown shown in the section entitled "Altamir Amboise's portfolio" in this Registration Document, keeping in mind that this historical breakdown is no indication of the future sector breakdown, as a given sector might receive a higher weighting in the future.

2. Be the leading French private equity investor in these six dedicated sectors: Telecom, Media, Technology, Retail & Consumer, Healthcare, and Business & Financial Services.

Apax Partners believes that these sectors should outperform the economy as a whole and that they are the most likely to produce companies with high growth potential.

In addition, as they mature, some of these sectors are offering an increasing number of opportunities for growth capital or leveraged transactions, in particular in information technologies, new media and telecommunications. Apax Partners believes it is ideally placed to take advantage of these opportunities because they are outside the scope of most venture capital firms, while LBO funds generally have little appetite for technology invest-ments. In the other sectors, such as retailing, Apax Partners has the advantage of being a recognised specialist. This enables the firm to generate a strong dealflow and consistently high performance.

The approach developed by Apax Partners in each of the these six sectors is presented in the section of this Registration Document entitled "Altamir Amboise's portfolio".

3. Target growth and build companies that are leaders in their respective markets

The funds managed by Apax Partners invest in growth compa-nies active in the six dedicated sectors, with the objective of making them leading companies in their respective sectors.

To accomplish this, Apax Partners accompanies them over the long term. Investments are acquired with a targeted holding period of five years.

These companies are characterised by sound fundamentals. The principal investment criteria are as follows:- excellent entrepreneurs, with ambitious business development

projects;- competitive advantage (technology, concept, brand, etc.) or

unique business model (barriers to entry, resilient profile in the event of a cyclical downturn);

- leader or the potential to become the leader in its sector at the domestic, European or worldwide level.

4. Maintain an extensive team organised by sector

With 22 professionals distributed between the two management companies, the investment team of Apax Partners France is one of the country’s most experienced in private equity. The ten partners contribute their management experience and their strategic and financial skills, acquired in numerous sectors. Their biographies can be found in section c. below. The team also includes 12 senior principals, principals and senior associates.



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The investment team is organised around the Apax Partners dedicated sectors. Apax Partners has a team of three to five professionals dedicated to each sector. Each investment, from its acquisition, through its development and until its realisation, is followed by the same partner. Apax Partners has decided to have experienced specialists in each sector, thereby limiting recourse to outside consultants while generating a steady flow of investment opportunities.

Owing to this well-staffed team, Apax Partners can simul-taneously (i) actively search for opportunities, (ii) conduct in-depth due diligence on various transactions, (iii) provide real assistance to companies in the portfolio and (iv) maintain an ongoing dialogue with investors.

The Apax Partners LLP team is composed of 30 partners and more than 90 investment professionals.

5. Generate investment opportunities

Apax Partners believes that entrepreneurs particularly appre-ciate the sector knowledge and experience of its professionals and that this contributes to generating investment opportunities.

Each sector team has the responsibility to detect the best investment opportunities in his or her area and to study them actively well in advance of their initiating an auction or fund-raising process. The teams also have marketing tools and programmes intended to generate and develop a high-quality dealflow.

In addition, a person dedicated to business development and reporting to a partner (Monique Cohen) works closely with the sector teams to detect investment opportunities and establish and maintain contact with important intermediaries such as investment banks, accounting firms and consultants.

Lastly, Apax Partners maintains a vast network of contacts and business referral partners through its press and public relations programme, by sending information bulletins and brochures and by sponsoring conferences in its sectors of expertise. Apax Partners employs a full-time communications director with responsibility for these activities.

6. Be a majority or lead shareholder in the companies in the portfolio and play an active role therein

Apax Partners has always believed it important to take a majority or significant minority shareholding in the companies in which it invests. Accordingly, the Apax France VII fund is, together with Altamir Amboise, the majority or lead shareholder in virtually all of its investments. The same applies to the investments of the Apax France VIII fund.

Apax Partners is able to negotiate entry terms from strength, as the funds it manages and advises generally take a signi-

ficant ownership interest and voting rights percentage in the companies in which they invest. As a result, they exercise better control over the strategy of the company and signifi-cantly influence the nature and timing of the exit process. Apax Partners believes that it is easier to create value in this way, because the partners can leverage their in-depth industrial and business experience to help the executives of the companies in the portfolio meet challenges and exploit opportunities.

In addition to its representatives on the Boards of Directors of the companies in the portfolio, Apax Partners mandates two partners, Martine Clavel and Claude Rosevègue (see next section), to provide these companies with assistance in human resources and finance. This approach optimises value creation in the companies in the portfolio.

Apax Partners SA has applied this strategy for many years, and Apax Partners MidMarket is now applying it as well.

c) The Apax Partners team in France

Over the last 29 years, the Apax Partners team has initiated, tracked 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 20 years. Average seniority among the other Apax Partners professionals – senior principals and principals – is approximately five years. Changes in seniority figures from one year to the next resulted from departures and promotions during 2012.

This stability is strengthened by a system of collective perfor-mance bonuses, which align the interests of the management team with those of investors. In this way, the team benefits from a percentage of the overall capital gain realised by the funds, in accordance with industry practices (see section 3.12 below). Any professional who leaves during the life of a fund loses all or part of these bonuses, which do not vest until after a minimum period of time with the Company.


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Current members of the Apax Partners management team:

• The Apax Partners MidMarket team

Bruno Candelier – (age 43) Bruno Candelier joined Apax Partners in 2001 where he specialised in leveraged succession-acquisi-tion transactions (LBO), in particular in the Retail & Consumer segment. He started his career in 1995 as a consultant at McKinsey & Co. where he worked principally on strategy, acqui-sition and operational development projects in France, the United Kingdom and South Africa. Bruno is a graduate of the Ecole Nationale des Mines in Paris and also holds an MBA from Insead.

Monique Cohen – (age 57) Monique Cohen joined Apax Partners in 2000 as a partner. A graduate of Ecole Polytechnique, with master's degrees in mathematics and corporate law, she began her career at Paribas, where she was a senior banker with overarching responsibility for the bank's relationship with several French groups. Thereafter, she became the worldwide head of the Equities business line at Paribas, then at BNP Paribas, responsible for the syndication of capital raisings and for equities brokerage activities. At Apax Partners, Monique specialises in the business & financial services sector. She also supervises the business development activity and is responsible for relationships with the principal intermediaries. She is also Deputy CEO of Altamir Amboise and a member of the Board of the AMF (Autorité des Marchés Financiers).

Eddie Misrahi – (age 58) Eddie Misrahi is Chairman of Apax Partners MidMarket. A graduate of Ecole Polytechnique and Harvard Business School, Eddie Misrahi started his career at McKinsey & Co., where for five years he specialised in IT techno-logies, in Paris and later in Mexico City. In 1984, he joined M/A-COM in Boston, a defence electronics and telecommuni-cations company, where he was first director of international sales, then director of a profit centre, then director of sales and after-sales services for the Communications division. He joined Apax Partners as a partner in 1991 and is involved in all types of transactions in the Telecom, Technology and Media sectors. He was president of the AFIC (Association Française des Investisseurs en Capital) for financial year 2007/08.

Bertrand Pivin - (age 52) Bertrand Pivin is a graduate of Ecole Polytechnique and has a degree from Ecole Nationale Supérieure des Télécommunications (Telecom Paris Tech). He began his career as an R&D engineer at Alcatel in France, and was subsequently a project manager at Alcatel Network Systems in the United States. He then obtained an MBA at Harvard Business School before joining Apax Partners in 1993 as a senior associate. He was named partner in 1998. Bertrand is specialised in the Technology and Telecom sectors.

Gilles Rigal – (age 54) Gilles Rigal has an engineering degree from ENSEEIHT (Toulouse) and an advanced degree (DEA) in robotics from the University of Toulouse. He began his career as an entrepreneur, founding IGL, a software and IT services company that he sold five years later to Thalès. He then joined McDonnell Douglas Information Systems, where he became divisional director, then Systar, an international software company based in France, where he was in turn chief executive for France, Europe and for worldwide operations. In 1995, he joined BMC Software, the world's fifth-largest software company as CEO France and vice-president of marketing and reseller sales for Europe, the Middle East and Africa. He joined Apax Partners in 2001 as a partner specialised in the Technology sector.

Thomas de Villeneuve – (age 40) Thomas de Villeneuve joined Apax Partners in 2001 and is specialised in Media sector investments. A graduate of HEC, Thomas previously worked at Boston Consulting Group in Paris and New York, where he was involved as a strategy consultant in several sectors before speciali-sing in Telecom and Media. He also worked for 18 months in mergers & acquisitions at Crédit Lyonnais Securities in London.

• The Apax Partners SA team

Martine Clavel – (age 63) Martine Clavel joined Apax Partners in 1994 as a partner. A graduate of the Ecole des Hautes Etudes Commerciales (HEC), she began her career at Colgate Palmolive as a marketing product manager. After five years of experience in mass market products, she joined American Express France where she held the positions of Director of sales and marketing, then Vice-president in charge of cards, travel agencies and traveller's cheques in France. In 1987, Martine was named president of a trade publishing house in which Apax had become a majority shareholder. She has been president of the Professional Directory Publishers industry body. After specialising for a long time in media and communications, she is now responsible for assisting portfolio companies in the area of human resources.

Patrick de Giovanni – (age 67) Patrick de Giovanni joined Apax Partners in 1983 as a partner, when the first fund was created. A graduate of Ecole Polytechnique, he began his career at Cofror, a French consultancy specialised in IT systems, before serving for four years at the Neiman group (automotive equip-ment) as an internal controller. After three years in the industry surveys department of Société Générale, Patrick formed a partnership with another entrepreneur to turn around Criss, an industrial valves and fittings manufacturer. At Apax Partners, he has carried out many investments in industrial and business services companies, through all types of transactions (venture capital, growth capital, LBO). He is a former president of the AFIC (Association Française des Investisseurs en Capital).



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Claude Rosevègue - (age 65) Claude Rosevègue is a graduate of ESLSCA and a chartered accountant. He joined General Electric Information Systems in 1969 as a financial analyst. After three years at Ford France as director of accounting and director of IT, he served as CFO for four years at Lawry's Food France. He then served for eight years at Levi-Strauss, where he became the company's Brussels-based CFO for Europe. Before joining Apax Partners, he was corporate controller for the FNAC group. Partner since 1987, he is CFO of Apax Partners and responsible for portfolio companies in the financial sector.

Maurice Tchenio - (age 70) Maurice Tchenio is Chairman of Altamir Amboise Gérance and Chairman and CEO of Apax Partners SA. He is also Chairman of the AlphaOmega Foundation. He has degrees from Ecole des Hautes Etudes Commerciales (HEC) and Harvard Business School, where he was a Baker scholar, obtai-ning his diploma with High Distinction. He began his career as an assistant professor of finance at HEC, before taking a position as project leader at the Institut de Développement Industriel. In 1972, together with Ronald Cohen, he founded Multinational Management Group (MMG), which is now Apax Partners. Maurice Tchenio has operated in a wide variety of sectors, with parti-cular expertise in the Retail & Consumer sector, and in every type of transaction (venture capital, MBO/MBI, turnarounds). He is one of the founders and former vice-president of the AFIC (Association Française des Investisseurs en Capital) and former director of EVCA (European Venture Capital Association).

As provided for in the succession plan, the investment teams joined Apax Partners MidMarket SAS as of 1 October 2010.This company has signed an investment services contract with Apax Partners SA with a view to providing the necessary support to track and exit the investments of the Apax France funds IV to VII.Part of the support team is still employed by Apax Partners SA.

For the purposes of Altamir Amboise's administrative support, Apax Partners can be considered as a single structure, even if, from a legal standpoint, the personnel are spread among several entities.

d) Investment procedures

Apax Partners SA and Apax Partners MidMarket SAS are entre-preneurial firms that use proven internal procedures. Their capital is held, directly or indirectly, by their partners, 99.50% in the case of Apax Partners SA and 100% in the case of Apax Partners Midmarket SAS. They are managed via committees responsible for defining and tracking strategy, implementing the investment and divestment process and managing operations. They also have an integrated IT system refined over the years and based on high-quality software solutions.Nevertheless, a study of solutions available in the market is underway to ensure that the IT systems improve over the long term.

1. Internal committees

– The Strategy Committee, composed of all the partners, meets once a year to define the direction Apax Partners will take. In particular, it studies the overall performance of the funds, the investment strategy and evaluates the skills of the investment team.

– The Operations Committee includes the three principal share-holder-partners of Apax Partners. The Committee meets once a month and as necessary to ensure the management of Apax Partners SA.

The investment process is managed by two committees: the Investment and Divestment Committee and the Monitoring Committee. In addition, there are two annual reviews of the portfolio.

– All investment decisions for the funds managed by Apax Partners SA up until Apax France VII are taken by the Investment and Divestment Committee, chaired by Maurice Tchenio. Beginning with the Apax France VIII fund, the committee is chaired by Eddie Misrahi.

– Before being presented to the Investment and Divestment Committee, all investment opportunities are examined by a sub-group of the Investment Committee, the Approval Committee, composed of Eddie Misrahi and one or two other partners, designated depending on the business sector. Maurice Tchenio continues to take part in the meetings on companies in the funds prior to Apax France VIII.

The Investment and Divestment Committee takes all exit decisions.

The Monitoring Committee tracks the performance of all compa-nies in the portfolio, according to a pre-determined schedule. One or more outside specialists might be invited to sit on the committee.

2. Investment process

a) Origination

Investment opportunities can be identified:

- principally by Apax Partners' sector teams, owing to their skills, their experience, and their contacts in the field, with the help of specific marketing programmes and tools;

- but also through the network of intermediaries set up and cultivated by Apax Partners.


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b) Evaluating potential transactions

Once investment opportunities are identified, preparatory work begins, as determined by the head of the investment team, possibly with the help of another professional. This first phase is intended to rapidly determine whether the transaction would be in line with the strategy and investment criteria of the funds as well as the priority and resources that should be devoted to it.

At the conclusion of this phase, either the transaction is rejected or a document is prepared containing information making it possible to validate that the transaction corresponds in principle to the investment strategy and including a recom-mended investment size and approach (due diligence, negotia-tions, structured transaction, etc.).

This document is presented and discussed at the weekly partners' meeting and results in a decision to pursue the transaction or not. If necessary, it also gives rise to an expan-sion in the investment team and a change in the composition of the Approval Committee that will track the investment process.

The Approval Committee, in collaboration with the investment teams, ensures that due diligence is properly carried out and that favourable terms have been negotiated for each transaction before an investment decision is taken.

Acquisition audits are performed by the most reputable, independent firms in order to validate net equity, and if possible the level of the company's recurrent earnings. They serve to confirm or reject a projected investment, or to adjust the valua-tion when the valuation is tied to net equity. The audit also makes it possible to identify risks and consequently to define the asset and liability guarantees that will be asked of the sellers.

The investment team then drafts a full evaluation of the proposed investment. This document is both factual, including verifications, quantified data, analyses, and conclusive as to whether or not the acquisition should be realised. It serves as background for the Investment Committee, which, after the investment team presents the project, decides whether or not to pursue the opportunity.

If the proposed transaction is approved by the Investment and Divestment Committee, a proposal is made to the sellers to negotiate an acquisition and financing agreement. This step is conducted by the investment team, with assistance from the lawyers and monitored by the Approval Committee.

A proposal can be made only after consultation with the Approval Committee. Proposals without any firm commitment can be signed by the head of the investment team, while propo-sals including a commitment, even a conditional one, must be countersigned by an Apax Partners partner.

3. Monitoring investments

The investment team monitors the companies in the portfolio on both operational and financial levels. The team meets regularly with the management of each company in the portfolio during Board meetings or operational review meetings.

The partners of Apax Partners hold an internal meeting during which each partner presents a report summarising certain finan-cial indicators for each company under his or her responsibility.

The partner in charge of each company in the portfolio prepares a report that serves as a basis for a Monitoring Committee meeting. The committee meets throughout the investment period. It reviews the post-acquisition plan and assesses the progress made since the investment date.

In addition, all of the partners perform a complete portfolio review twice a year. The objective of this review is to update the infor-mation on each investment as well as the expected multiples and IRRs for each company in the portfolio. These updated projections are then included in a performance report that serves as a guide for managing the overall performance of Apax Partners.

Apax Partners has also implemented a set of administrative and internal control procedures used to track, verify, manage and archive all financial and administrative transactions related to the investments and to management of the funds.

The assets in the funds and SCR portfolios managed by Apax Partners France are valued according to the principles described in the notes to the consolidated financial statements.

Equivalent procedures exist for Apax Partners LLP.

e) Ethics

The personnel and every person acting on behalf of Apax Partners adhere to rules of ethics based on the professional standards and key principles of the AFIC code of ethics.

In particular, these rules of ethics require that:

- investors are treated equally and information is fully disclosed to them;

- every new investor is verified as honourable;- rights attached to the securities held by the funds Apax

Partners manages are exercised in the interest of investors;- conflict of interest situations are prevented, with adherence to

the principles of integrity and loyalty;- confidentiality is preserved;



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- a Compliance and Internal Control Officer is appointed, with responsibility for ensuring adherence to these rules;

- internal control procedures and measures to combat money-laundering and terrorist financing are implemented.

Patrick de Giovanni and Bruno Candelier are currently the Compliance and Internal Control Officers for Apax Partners SA and Apax Partners MidMarket SAS, respectively, in application of these rules of ethics.

C. SERVICE CONTRACTS

a) Investment advisory agreement

Altamir Amboise Gérance, the Company's Management Company, signed an agreement with Apax Partners SA on 2 January 1996 under which Apax Partners SA furnished the following invest-ment advisory services to Apax Partners & Cie. Gérance:- advice on the Company's investments and divestments, in line

with the Company's investment policies;- advisory or other services to the companies or other entities

in the Company's portfolio;- assistance in calculating the value of Altamir's investments.

This contract was terminated on 30 November 2006, at which time a new, similar investment services agreement was executed between Altamir – now Altamir Amboise – and Apax Partners SA directly.

Under this new agreement, authorised by the Company's Supervisory Board at its 12 October 2006 meeting, Apax Partners SA provides the above-mentioned services directly to Altamir Amboise, rather than to its Management Company as previously.

Payment under the agreement was equal to 95% of the remune-ration due to the Management Company under the Articles of Association. Owing to the amendment to the Rules of Procedure adopted by shareholders at their 30 November 2006 meeting, all amounts paid by Altamir Amboise to Apax Partners SA under this contract were subtracted from the remuneration paid to the Management Company.

At their next General Meeting, shareholders will be asked to approve an amendment to this agreement, as part of the Company’s regulated agreeements, so that it corresponds to the Company’s Articles of Articles of Association, amended at the General Meeting of 29 March 2012.

The Supervisory Board approved the amendment to the 30 November 2006 investment advisory agreement between Apax Partners SA and Altamir Amboise on 5 March 2013. The purpose of this amendment, which takes effect as of 1 January 2013, is to put the investment advisory agreement on the same footing as the new wording of Article 17 of the Articles of Association, which shareholders approved at their Special General Meeting

of 29 March 2012. Under Article 17, the nominal value of shares

held by Altamir Amboise not only in the Apax France VIII-B fund

but also in all other Apax entities is now excluded from the

basis used to calculate Apax Partners SA’s remuneration.

The duration of this investment advisory agreement is not

limited in time. Nevertheless, either party can terminate it, in

accordance with the law, if the other party fails to meet one

of its obligations and has not cured the breach within 30 days

from formal notification.

b) Shareholder relations assistance and accounting assistance agreements

An accounting assistance agreement had existed between

Altamir Amboise and Apax Partners SNC from 2 January 1996.

The agreement was amended in 2008, then transferred to

Altamir Amboise Gérance as of 1 July 2009. From 2008 the

amount applicable to accounting assistance was €200,000 p.a.

(excl. VAT).The agreement had not been amended since that

date.

As the company has grown in size, and the resources required

to conduct and develop investor relations have grown with

it, shareholders will be asked to approve, with effect from 1

January 2013, two new agreements covering accounting and

financial management on the one hand and investor relations

on the other, with the previous agreement being terminated on

the same date.

Accordingly, the Management Company hereby informs share-

holders that two agreements were signed or amended during

financial year 2012, after being approved by the Supervisory

Board on 7 November 2012.

- Assistance agreement dated 29 November 2012 between

Altamir Amboise Gérance and Altamir Amboise covering

shareholder and investor relations: €465,000 plus VAT will be

invoiced under this contract for investor relations, specifically

for:

• organising events for shareholders (general meetings) and

the financial community (analyst meetings);

• preparing related documents in French and English (annual

and semi-annual reports, registration document, press

releases, letters to shareholders, etc.);

• assisting in the preparation of shareholders’ meetings and

supervisory board meetings;

• assisting in investor relations.

- Service agreement dated 29 November 2012 between Altamir

Amboise Gérance and Altamir Amboise covering the Company’s

accounting and the accounting of its portfolio. Remuneration

for these services totals €180,000 plus VAT.


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C) 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 the Management Company.

Co-investment agreement between Altamir Amboise and Apax Partners SA

When Altamir merged with Amboise Investissement, the Manager of Altamir thought it wise to formalise the rules under which Altamir Amboise 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 to be executed 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 had been signed by Amboise Investissement and Apax Partners SA prior to its IPO in March 2006.

It is organised around the following general principles:

(i) Any investment made by the Apax France VII fund is shared between the fund and Altamir Amboise, based on a co-investment percentage. This percentage is in turn determined by estimates of the amounts that each entity can devote to new investments.

On 1 July 2007, the co-investment percentages were set at 57% for the Apax France VII fund and 43% for Altamir Amboise.

These percentages are reviewed every 1 January and 1 July based on projected available funds of Apax France VII and Altamir Amboise, with verification by the Statutory Auditors of Altamir Amboise. Altamir Amboise publishes changes to its co-investment percentages when it publishes its net asset value on the last day of the prece-ding six-month period.

(ii) Apax Partners SA agrees to invite Altamir Amboise to participate pari passu, at the aforementioned percentage, in any new investment or in any divestment realised by Apax France VII.

(iii) Altamir Amboise intends to make any investment that Apax Partners proposes to it, participating therein alongside the Apax France VII fund. Nevertheless, the Management Company is ultimately responsible for deciding, after

obtaining the opinion of Altamir Amboise's Supervisory Board, whether or not to make a given investment.

Altamir Amboise makes no investments or divestments other than those proposed by Apax Partners SA (the purchase of financial instruments as part of cash manage-ment is not considered an investment). An exception applies in the event the planned divestment is necessary to ensure that Altamir Amboise remains in compliance with the ratios applicable to SCRs.

(iv) Altamir Amboise realises 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 Amboise;

(v) Similarly, in the event of a reinvestment, the percen-tages invested by Altamir Amboise 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).

(vi) Altamir Amboise shares expenses of any kind incurred during the investment or the divestment (e.g. due diligence, legal fees, etc.) according to the same percentages, inclu-ding when 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 from them as personal liability, except in the event of serious or wilful misconduct.

(vii) Apax Partners SA may invite Altamir Amboise 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 and Amboise Investissement became effec-tive.

Apax Partners SA and Altamir Amboise 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 percentage will be the one existing at the time the initial investment was set. The acquisi-tion of a block of shares of a listed company (such as Prosodie) leading to a mandatory takeover bid, a delisting or a syndica-tion is an example of this.



1

No co-investment agreement is planned between Altamir Amboise and Apax Partners MidMarket SAS, inasmuch as Altamir Amboise has subscribed directly to the Apax France VIII-B fund, managed by Apax Partners MidMarket SAS. The same applies to the relationship with Apax Partners LLP.

D. REMUNERATION AND MANAGEMENT FEES

a) Remuneration of the Management Company

Pursuant to Article 17.1 of the Company's Articles of Association, the Management Company receives annual remuneration equal, exclusive of tax, to the sum of two half-year remuneration amounts, calculated as follows:

• remuneration for the first half of the 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, inclu-ding 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 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, inclu-ding 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 any professional fees, attendance fees and commis-sions 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 secondments of Apax Partners salaried managers to companies in the portfolio are not deducted from the Management Company's remuneration.

The remuneration received by the Management Company covers the Company's administrative and overhead costs, the cost of Apax Partners and of any other investment advisors, as well as all of the Company's research and investment tracking costs.

The Management Company's remuneration is paid in four estimated amounts at the start of each calendar quarter, each equal to 25% of the previous year's remuneration. The annual total, as determined above, is adjusted at the end of the fourth quarter.

Any additional remuneration paid to the Management Company must be decided by Shareholders in their Ordinary General Meeting with the approval of the general partner.

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 replaced by a direct investment advisory agreement between the Company and Apax Partners SA (see paragraph II. C. a) above), the remuneration the Management Company receives is reduced by the amount the Company pays to Apax Partners SA under this agreement.

The Management Company's remuneration totalled €396,858 incl. tax (€364,605 excl. tax in 2011).

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 Apax France funds 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. Should this rate vary during the year, the sum is calculated on a pro rata basis.

Altamir Amboise does not pay any remuneration directly to Apax Partners MidMarket. Rather, the Apax France VIII-B fund pays the management fees. The amounts paid by the Apax France VIII-B fund and deducted from the management fees Altamir Amboise pays are presented in the notes to the statutory and consolidated financial statements.The same applies to the relationship with Apax Partners LLP, which charges its fees to the Apax VIII LP fund.


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b) General Partner's Remuneration

Altamir Amboise Gérance, the general partner, is a société anonyme 99.76%-held by Apax Partners SNC, as well as by Maurice Tchenio, Roland Tchenio, Romain Tchenio, Patrick de Giovanni, SC AlphaOmega and Apax Partners SA. Up until 30 November 2006, its management fees served essentially to remunerate Apax Partners SA, the investment advisory firm. Since 1 December 2007, Apax Partners SA has been remune-rated directly by the Company and the Management Company's remuneration, stipulated in the Articles of Association, has been reduced accordingly. Altamir Amboise Gérance has no employees and pays no attendance fees.Altamir Amboise Gérance has not distributed a dividend over the last three years.

Pursuant to Article 25 of the Articles of Association, the general partner has the right to receive a dividend equal to 2% of the adjusted net income of each financial year. The formula for converting net income as reported on the statutory financial statements to adjusted net income is detailed in paragraph 1.9 above.

No dividend was paid to Altamir Amboise Gérance, the Company’s general partner, with respect to financial years 2008, 2009 and 2010.Dividends of €315,343 were paid in respect of financial year 2011.

On the basis of the financial statements for 2012, submitted to shareholders for approval at their 18 April 2013 Ordinary AGM, a dividend to the general partner (Altamir Amboise Gérance) will be proposed on earnings for this year. The amount proposed is indicated in the management report, in the Supervisory Board’s report and in the draft resolutions.

c) Class B shareholders' remuneration

Pursuant to Article 25 of the Articles of Association, holders of Class B shares have the right to receive a dividend equal to 18% of the adjusted net income of each financial year. The formula for converting net income as reported on the statu-tory financial statements to adjusted net income is detailed in paragraph 1.9 above.

The holders of Class B shares are all employees or executives of Apax Partners.

No dividend was paid with respect to financial years 2008, 2009 and 2010.Dividends of €2,838,088 were paid in respect of financial year 2011.

On the basis of the financial statements for 2012, submitted to shareholders for approval at their 18 April 2013 Ordinary AGM, a dividend to Class B shareholders will be proposed on earnings for this year. The amount proposed is indicated in the management report, in the Supervisory Board’s report and in the draft resolutions.

d) Class B warrants

At their Special Meeting of 30 November 2006, shareholders decided to issue 17,246 Class B warrants. At their Special Meeting of 4 June 2007 shareholders decided to issue 19,918 new warrants of the same class as the previously issued 17,246 warrants.Only Altamir Amboise Gérance, the Company’s Management Company, may subscribe to these warrants. They are intended to allow the Management Company, by exercising these warrants then transferring the corresponding shares to members of the management team, to rebalance the allocation of Class B shares among them, as needed.

In no event may the exercise of these Class B warrants lead to an increase in the overall claim of the holders of Class B shares on the earnings of Altamir Amboise, which is firmly set at 18%. Exercise of the Class B warrants will therefore have no impact on the rights of holders of ordinary shares.

Shareholders have set the terms of the Class B warrants issue as described below. Implementation of certain terms is also indicated.

Subscription to Class B warrants

Class B warrants subscription period

Subscription to the Class B warrants was open at the head office of the Company from 30 November 2006 (inclusive) until 6 pm on 30 December 2006 for the first 17,246 warrants and until 6 pm on 30 June 2007 for the subsequent 19,918 warrants.

The Class B warrants were subscribed as of 1 December 2006 and 30 June 2007.

Issue price, subscription procedure and payment for Class B warrants

The Class B warrants were issued at a price of €0.10 per warrant. The price was fully paid in.

Body of Class B warrant holders

The holders of Class B warrants together form a legal entity, in accordance with Article L.228-103 of the French Commercial Code.



1

Maurice Tchenio has been named representative of the body of Class B warrant holders.

As representative, he has the power, without restriction or condition, to carry out all initiatives, on behalf of the holders of Class B warrants, to defend their interests.

Class B warrant features

Form of Class B warrants

The Class B warrants were issued in registered form. Ownership derives from their registration in an account in the name of their holder.

Transfer of Class B warrants

Pursuant to paragraph 10.2 of the Articles of Association, the Class B warrants may be transferred by their holder:

1. to the Management Company;

2. to the Company's investment advisor, indicated in the Rules of Procedure (Apax Partners SA);

3. to natural persons who are corporate officers or have an employment contract with one of the companies mentioned in items 1. and 2. above;

4. to any non-trading partnership composed exclusively of the individuals or companies mentioned in 2., 3. and 4. above;

5. to the Company itself, at the terms and conditions stipulated by law and by the Articles of Association.

At the next General Meeting, shareholders will be asked to amend the terms regarding the companies that can subscribe to or buy Class B shares under item 4 above, and to change this paragraph in Article 10.2 of the Articles of Association, as follows: “4) any company controlled by one or more holders of Class B shares”

Any transfer of Class B warrants will cause all rights and obligations associated with them to be transferred as well. The new holder will be subject to all the terms of issue and exercise of the Class B warrants.

Terms for exercise of Class B warrants

Class B warrants exercise period

Class B warrants can be exercised at any time, in part or in whole, for a period of ten years from the date they are issued, i.e. until 29 November 2016 at 6 pm inclusive.

Class B warrants that have not been exercised at the end of this period will automatically expire.

Procedure for exercising Class B warrants and subscribing to shares

Exercise of the Class B warrants and subsequent subscription to Class B shares must be supported by a signed subscription form. The holders must immediately and fully pay the subscrip-tion price of the shares in cash or by offset of one or more specific, liquid and valid receivables on the Company.

Exercise of the warrants and payment of the share subscription price will suffice to definitively realise the share issue and capital increase.

Class B shares subscription price, type and number of Class B shares to which the Class B warrants give access

Each Class B warrant gives its holder the right to subscribe to one new Class B preferred share at a per-share subscription price of €10.

Capital increase

As a result of the issuance of these Class B warrants, the shareholders authorised the Management Company, in their Meeting of 30 November 2006, to increase the capital by a maximum of €172,460, corresponding to a maximum of 17,246 Class B preferred shares with a par value of €10 each, resulting from the exercise of all or part of the Class B warrants issued. Shares intended to ensure that the rights of holders of Class B warrants are maintained might increase this number, in accor-dance with the law and these resolutions. The shareholders authorised the Management Company, in their Meeting of 4 June 2007, to increase the capital by a maximum of €199,180, corresponding to a maximum of 19,918 Class B preferred shares with a par value of €10 each, resulting from the exercise of all or part of the Class B warrants issued. Shares intended to ensure that the rights of holders of Class B warrants are maintained might increase this number, in accor-dance with the law and these resolutions.

The Class B shares created as a result of the exercise of Class B warrants are mentioned in the table of changes in the share capital of the Company found in paragraph C a).


148

as of 1 march 2013, there were 37,164 unexercised class B warrants, corresponding to a maximum potential issuance of 37,164 class B shares .

ownership rights to shares resulting from the exercise of Class b warrants

the new class B preferred shares subscribed as a result of exercising the class B warrants will be subject to all the laws and regulations applicable to preferred shares, in particular articles L .228-11 et seq . of the French commercial code . ownership rights will take effect as of the first day of the

calendar quarter in which they are issued . consequently, depen-ding on when they are issued, they will confer rights to 25%, 50%, 75% or 100% of the dividend potentially distributed on existing class B shares for the financial year during which they were issued .

Protection of Class b shareholders

so long as the class B warrants are valid, the rights of the holders will be protected under applicable laws and regulations, in particular those of article L .228-98 et seq . and R .228-87 of the French commercial code .

HistorY oF WarraNt GraNts information on Class b warrants

Date of General meeting 30/11/2006 4/06/2007

Total number of shares that could be subscribed 17,246 19,918

Number of shares that could be subscribed or purchased by the Management Company 17,246 19,918

Warrant exercise start date 1/12/2006 30/06/2007

Expiry date 29/11/2016 29/11/2016

Class B shares subscription price (on exercise of warrants) 10 € 10 €

Number of shares subscribed as of 7 March 2013 0 0

Cumulative number of cancelled or expired warrants 0 0

Class B warrants outstanding at year-end 17,246 19,918

Warrants granted to the ten non-corporate officer employees who received the most warrants and number of warrants executed by them

total number of warrants /

shares subscribed

Weighted average

price

Warrants granted during the year by the issuer and any other company within the scope of those that can grant warrants to the ten employees of the issuer and those companies who received the greatest number of warrants. (overall information)

NA NA

Warrants issued by the issuer and the above companies that were exercised during the year by the ten employees of the issuer and these companies who thus purchased or subscribed to the greatest number of shares (overall information)

NA NA

the company does not have any employees .

suPPLementaRY inFoRmation iNVestmeNt iN PriVate eQUitY Via tHe aPaX FUNDs


1

e) Summary of remuneration paid to the Management Company and to Class B shareholders

2008 2009 2010 2011 2012

Management fees (excl. tax) 335,709 327,020 327,020 304,853 331,821

Dividend – General Partner 548,711 0 0 0 315,343

Dividend – Class B shareholders 4,938,397 0 0 0 2,838,088

of whom

- Maurice Tchenio (*) 1,177,859 0 0 0 676,913

- Monique Cohen (*) 238,389 0 0 0 137,002

(*) Shares held by Maurice Tchenio and Monique Cohen: page 128


150

A. LEGAL AND TAX FRAMEWORK

The rules governing SCRs are defined in Act no. 85-695 of 11 July 1985, as last amended on 30 January 2012, in the regula-tory provisions of the French Tax Code, and in the administrative instructions issued on 24 October 2002 and 18 April 2007. These regulations and their interpretation are subject to change.

The following presentation summarises the main rules and restrictions that apply to SCRs as well as the measures provided for in these regulations. It is not exhaustive and was written solely for Altamir Amboise.

Basic rules and restrictions:

• The sole purpose of the SCR, barring exceptions, must be the management of a portfolio of securities.

• The SCR must have at least 50% (hereinafter the “Quota”) of its net book value invested at all times in non-voting equity securities, shares or securities giving access to shares issued by companies (hereinafter the “Eligible Companies”):(i) whose shares are not admitted for trading on a “French

or foreign financial market operated by a stock exchange company or investment service provider”, i.e. whose securities are unlisted, barring exceptions;

(ii) whose registered office is located in a European Union Member State, Norway, Iceland or Liechtenstein.

(iii) engaged in industrial or commercial business activities as described in Article 34 of the French Tax Code, excluding non-commercial activities;

(iv) that are subject to corporation tax or would be subject to the tax if they engaged in the same activities in France under the same conditions; newly established companies exempted from corporation tax may also be eligible.

• The SCR may not hold more than 40% of the voting rights in an Eligible Company as a result of its shareholding.

• An SCR may not invest more than 25% of its net book value in securities issued by any one company.

• The SCR’s cash borrowings may not exceed 10% of its net asset value.

• No individual may have, together with the individual’s spouse, ascendants and descendants, directly or indirectly, rights to more than 30% of the net income of the SCR.

Flexibility measures:

The following are also eligible for inclusion in the Quota:

• Shareholder loans, up to 15% of the net book value of the SCR, granted to Quota-Eligible Companies in which the SCR holds at least 5% of the share capital. Shareholder loans to holding companies are excluded.

• Listed shares or shares giving access to the equity of companies with a small market capitalisation (less than €150m), up to 20% of the net book value of the SCR.

• Securities of holding companies established in a European Community Member State or another country or territory having signed a tax treaty with France containing an adminis-trative assistance clause. The holding company must meet all other requirements for Eligible Companies, except the requi-rement relating to activities, and its purpose must be to hold equity stakes (hereinafter the “Qualified Holding Companies”).

• Rights representing a financial investment in an entity (inclu-ding FCPR units) established in a European Community Member State or another country or territory having signed a tax treaty with France containing an administrative assistance clause (hereinafter the “Qualified Entities”).

• Securities of Qualifying Holding Companies and rights in Qualifying Entities are included in the Quota on a “look-through” basis, i.e. pro rata to the amount of their investment in securities held in Eligible Companies.

Special rules for Quota calculation provided for in the regulations:

• Eligible securities sold or exchanged for non-eligible securi-ties are included in the calculation of the Quota for two years following the date of the sale or exchange.

• Unlisted shares that are admitted for trading on a regulated or organized market for the first time are included in the calculation of the Quota for five years following the date of listing.

III. A FRENCH "SOCIETE DE CAPITAL RISQUE" (SCR)

SUPPLEMENTARY INFORMATION A FRENCH "SOCIETE DE CAPITAL RISQUE" (SCR)


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B. TAX TREATMENT

The following summary of the tax rules applying to SCRs and to investors in SCRs is provided for information purposes only. Its sole purpose is to help you determine, by your own means or with the input of your advisors, as needed, the tax treatment that may apply to you if you are an investor or wish to invest in Altamir Amboise SCR. Under no circumstances should you regard it as an exhaustive review of the tax rules applying to investors in Altamir Amboise SCR or as comprehensive advice delivered to you by the SJ Berwin law firm. Any shareholder or person who is considering a shareholding in Altamir Amboise SCR must consult his or her own advisors, if deemed appropriate, before making any investment in Altamir Amboise SCR, receiving any distribution from Altamir Amboise SCR or selling any shares held in Altamir Amboise SCR, in order to determine the applicable tax treatment for income received from Altamir Amboise SCR or for gains or losses that may be realised on sales of Altamir Amboise SCR shares.

Rule Exceptions (these exceptions do not apply to Altamir Amboise)

Full exemption for all income received and capital gains realised by the SCR • income, if any, from the subsidiary acting as a service provider• gains realised on the sale of movable or immovable property used for operating purposes

• subsidies received by the SCR

Tax rules applicable to shareholders in 2012

Legal entities subject to corporation tax and resident in France Individuals resident in France

I. Gains on the sale of shares of the SCR I. Gains on the sale of shares of the SCR

Tax treatment: Tax treatment:

- Sale of shares held for at least five years:

- Shares of the SCR for which the seller fulfilled a 5-year holding commitment and also met the requirement to reinvest distributions in the SCR during the same period (4)

Exempted from income tax but not social levies (1) (5)

1) up to the amount represented by equity investments held by the SCR (2)

0%

2) up to the amount not represented by equity investments held by the SCR

15% (3)

- Sale of shares held for less than five years:

33.33% (3) - Shares of the SCR (i) for which a 5-year holding commitment was not made, or (ii) which were sold before the end of the 5-year period despite the commitment, or (iii) which were sold without meeting the reinvestment requirement (6)

Taxed at the rate of 24% for 2012 + social levies at the rate of 15.5% (1)

4SUPPLEMENTARY INFORMATION A FRENCH "SOCIETE DE CAPITAL RISQUE" (SCR)

152


II. Distributions of dividends by the SCR II. Distributions of dividends by the SCR

Paid out of gains realised by the SCR: Tax treatment: Paid out of all gains and income realised by the SCR:

Tax treatment:

- On equity investments (2) held directly by the SCR or through an FCPR or a foreign venture capital investment entity (8)

0% - All distributions (those reinvested during the 5-year period and those received after the 5th year) under the twofold condition that the shareholder has made and fulfilled the 5-year holding and reinvestment commitments (4)

- Exempted from income tax but not social levies (1) (5)

- On other securities held for at least two years by the SCR

15% (3)

- On securities held for less than two years by the SCR

33.33% (3) - Distributions relating to shares for which the shareholder (i) has not made the holding and reinvestment commitments, or (ii) has not fulfilled those commitments (6)

- Taxed at the rate of 24% for the portion of distributions paid out of capital gains realised by the SCR on securities forming part of its 50% investment quota + social levies (1) (5)

- Taxed, in principle, at the standard progressive income tax rates, after excluding 40% of the portion distributed from dividends distributed by portfolio companies eligible for the 40% exclusion (or applying the flat-rate withholding tax of 21%), on the portion distributed from income and other gains realised by the SCR + social levies (1) (5)

- On securities of companies located in an NCCT (7) regardless of their qualification and holding period

33.33%

- Paid out of income realised by the SCR

33.33% (3)

- Distributions having benefited from the exemption whereas the shareholder subsequently broke the corresponding holding and/or reinvestment commitments

- Added back to taxable income for the year in which the shareholder ceased to meet the relevant commitments

(6) and taxed at the rates applicable to cases where the shareholder has not made holding and reinvestment commitments (see above) (1)

- Since 17 August 2012, distributions paid in an NCCT, regardless of commitments

55% + social levies at the rate of 15.5%



1

Non-resident legal entities (with no permanent establishment in France) Non-resident individuals



- Rights to 25% or less of the net income of the SCR at the time of the sale or during the previous five years

Not taxed in France - Rights to 25% or less of the net income of the SCR at the time of the sale or during the previous five years

Not taxed in France (1)

- Holding greater than 25% 19% (9) - Holding greater than 25% 19% (1) (9)

- Legal entities resident, established or incorporated outside France in an NCCT, regardless of the level of shareholding

50% - Individuals resident outside France in an NCCT, regardless of the commitments made

50% (1)


II. Distributions of dividends by the SCR (10) II. Distributions of dividends by the SCR (10)


Tax treatment:

- On securities held for at least two years by the SCR

- Withholding tax of 15% (9) or exemption if the effective beneficiary of the distribution is a legal entity having its registered office in a State that has signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion and if the distribution is included in the profits declared in that State but benefits from a local exemption.

Shareholder (i) who is resident for tax purposes in a country or territory having signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion, and (ii) who makes and fulfils the 5-year holding and reinvestment commitments (4)

- Distributions paid out of income and capital gains not taxed in France (1)


- Withholding tax of 30% (9) - Shareholder (i) who does not make holding and reinvestment commitments, or (ii) who does not fulfil these commitments, or (iii) who is not resident in a country or territory having signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion

- Withholding tax of 19% on distributions paid out of capital gains (9) (11)

- Withholding tax of 30% on distributions paid out of income (9) (12)

- Legal entities resident, established or incorporated outside France in an NCCT, or payment in an NCCT regardless of the place of residence of the beneficiary since 17 August 2012, regardless of the level of shareholding

55%


- Withholding tax of 30% (9) Individuals resident outside France in an NCCT, or payment in an NCCT regardless of the place of residence of the beneficiary since 17 August 2012, regardless of the commitments made

55%

- Legal entities resident, established or incorporated outside France in an NCCT, or payment in an NCCT regardless of the place of residence of the beneficiary since 17 August 2012, regardless of the level of shareholding

55%


154

Tax rules applicable to shareholders in 2013




- Sale of shares held for at least five years:

- Shares of the SCR for which the seller fulfilled a 5-year holding commitment and also met the requirement to reinvest distributions in the SCR during the same period (4)

Exempted from income tax but subject to social levies at 15.5% (deducted by the SCR) (1) (13)

1) up to the amount represented by equity investments held by the SCR (2)

0%

2) up to the amount not represented by equity investments held by the SCR

15% (3)

- Sale of shares held for less than five years:

33.33% (3) - Shares of the SCR (i) for which a 5-year holding commitment was not made, or (ii) which were sold before the end of the 5-year period despite the commitment, or (iii) which were sold without meeting the reinvestment requirement (6)

Taxed at the standard progressive income tax rates after excluding 20% if the shares have been held for at least 2 years, 30% if the shares have been held for at least 4 years and 40% if the shares have been held for at least 6 years + social levies at the rate of 15.5% on the amount after exclusion (1) (13)



1


II. Distributions of dividends by the SCR II. Distributions of dividends by the SCR


Tax treatment:

- On equity investments (2) held directly by the SCR or through an FCPR or a foreign venture capital investment entity (8)

0% - All distributions (those reinvested during the 5-year period and those received after the 5th year) under the twofold condition that the shareholder has made and fulfilled the 5-year holding and reinvestment commitments (4)

- Exempted from income tax but subject to social levies at 15.5% (deducted by the SCR) (1) (13)

- On other securities held for at least two years by the SCR

15% (3)


33.33% (3) - Distributions relating to shares for which the shareholder (i) has not made the holding and reinvestment commitments, or (ii) has not fulfilled those commitments (6)

- Taxed at the standard progressive income tax rates: - for the portion of distributions paid out of capital gains realised by the SCR on securities forming part of its 50% investment quota: after excluding 20% if the shares have been held by the SCR for at least 2 years, 30% if the shares have been held for at least 4 years and 40% if the shares have been held for at least 6 years + social levies at the rate of 15.5% on the amount after exclusion (1) (13)

- after excluding 40% of the portion distributed from dividends distributed by portfolio companies eligible for the 40% exclusion + social levies at the rate of 15.5% on the amount before exclusion (1) (13)

- with no exclusion on the portion of distributions paid out of income and other gains realised by the SCR + social levies at the rate of 15.5% (1) (13)

- On securities of companies located in an NCCT regardless of their qualification and holding period

33.33%


33.33% (3)

- Distributions having benefited from the exemption whereas the shareholder subsequently broke the corresponding holding and/or reinvestment commitments

- Added back to taxable income for the year in which the shareholder ceased to meet the relevant commitments

(6) and taxed at the rates applicable to cases where the shareholder has not made holding and reinvestment commitments (see above)

- Distributions paid in an NCCT, regardless of commitments made

75% + social levies at the rate of 15.5% of the amount before exclusion (13)


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- Rights to 25% or less of the net income of the SCR at the time of the sale or during the previous five years

Not taxed in France - Rights to 25% or less of the net income of the SCR at the time of the sale or during the previous five years

Not taxed in France (1)

- Holding greater than 25% 45% (9) - Holding greater than 25% 45% (1) (9)

- Legal entities resident, established or incorporated outside France in an NCCT, regardless of the level of shareholding

75% - Individuals resident outside France in an NCCT, regardless of the commitments made

75% (1)


II. Distributions of dividends by the SCR (10) II. Distributions of dividends by the SCR (10)


Tax treatment:

- On securities held for at least two years by the SCR

- Withholding tax of 15% (9) or exemption if the effective beneficiary of the distribution is a legal entity having its registered office in a State that has signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion and if the distribution is included in the profits declared in that State but benefits from a local exemption.

- Shareholder (i) who is resident for tax purposes in a country or territory having signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion, and (ii) who makes and fulfils the 5-year holding and reinvestment commitments (4)

- Distributions paid out of income and capital gains not taxed in France (1)


- Withholding tax of 30% (9) - Shareholder (i) who does not make holding and reinvestment commitments, or (ii) who does not fulfil these commitments, or (iii) who is not resident in a country or territory having signed a treaty with France containing an administrative assistance clause to combat tax fraud or evasion

- Withholding tax of 45% on distributions paid out of capital gain (9) (11)

- Withholding tax of 30% on distributions paid out of income (9) (12)

- Legal entities resident, established or incorporated outside France in an NCCT, or payment in an NCCT, regardless of the level of shareholding

75%

- Paid out of income realised by the SCR - Withholding tax of 30% (9)

- Legal entities resident, established or incorporated outside France in an NCCT, or payment in an NCCT, regardless of the level of shareholding

75% - Individuals resident outside France in an NCCT, or payment in an NCCT, regardless of the commitments made

75%



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(1) the 3% and/or 4% tax surcharge on high incomes (article 223 sexies of the French tax code) may be applicable .

(2) equity investments are shares of portfolio companies in which the scR held 5% of the issuing company’s capital for at least two years . to calculate compliance with the 5% limit, securities held by other FcPRs or scRs acting in concert with the scR under the terms of an agreement to acquire these securities are also taken into account .

(3) excluding tax surcharges and any exceptional 5% surcharge on corporation tax .

(4) in addition, the shareholder, together with shareholder’s spouse and their ascendants and descendants, may not collectively have rights, directly or indirectly, to more than 25% of the net income of compa-nies whose securities are held in the assets of the scR or have held this percentage at any time during the five years preceding the subscription or acquisition of the shares of the scR .

(5) subject to social levies at the rate of (i) 13 .5% for distributions paid by the scR between 1 January 2012 and 30 september 2012 and (ii) 15 .5% as of 1 July 2012 . social levies are withheld by the scR .

(6) except in the event of death, permanent disability, retirement or dismissal .

(7) non-cooperative countries and territories (nccts) are countries or territories that do not meet certain standards in terms of tax infor-mation exchange . since 1 January 2010, countries and territories are considered to be non-cooperative if they are not members of the european community, have not signed with France an adminis-trative assistance treaty enabling the exchange of any information required to apply the parties’ tax legislation, and have not signed such a treaty with at least 12 countries or territories . starting on 1 January 2011, the list of non-cooperative countries and territories is updated as of 1 January or every year . countries and territories

may be added, maintained or withdrawn from the list based on any administrative assistance treaties signed by these countries and territories and their compliance with the terms of these treaties . the countries on the list of nccts as of 1 January 2012 were Botswana, Brunei, guatemala, the marshall islands, montserrat, nauru, niue and the Philippines

(8) on the condition that these structures held at least 5% of the issuing company’s capital for at least two years .

(9) unless more favorable treaty provisions apply .(10) Distributions carried out by the scR since 17 august 2012 are in

principle subject to a corporation tax surcharge of 3% of the amount distributed . this surcharge constitutes a tax expense of the company and not a withholding tax on the shareholder .

(11) For distributions that do not qualify for the favourable scR tax treatment pursuant to article 163 quinquies c ii 2 of the French tax code, the tax authority allowed, in instruction 4 H-5-02 of 24 october 2012 (no . 116, 134 and 135) that the domestic withholding tax rate applied to capital gains on the sale of securities be applied to distributions deriving from capital gains and that a withholding tax of 30% be applied in principle to distributions deriving from other income . this instruction was reported under the tax authority’s new methods for codifying updates to its documentation, and has not yet been incorporated into the official public finances bulletin (BoFiP) . it is therefore not impossible that the 30% withholding tax rate will also apply to distributions deriving from capital gains .

(12) the withholding tax rate is 21% for individuals resident in the european union, norway, iceland or Liechtenstein .

(13) the csg tax will be deductible, up to 5 .1%, from taxable income of the following year .

4suPPLementaRY inFoRmation a FreNCH "soCiete De CaPital risQUe" (sCr)

158

IV. RISK FACTORSInvestors are asked to consider all the information in the present Registration Document, including the risk factors described in this section, before acquiring or subscribing to the Company's marketable securities. As of the date this Registration Document was filed, these risks, were they to materialise, could have a significant unfavourable impact on the Company, its business activities, its financial position, its results or its growth. Investors should be aware that the list of risks below is not exhaustive, and that there may have been other unidentified or unforeseen risks, at the date this Registration Document was filed, which may have a significant adverse risk on the Company, its business activities, financial position, results and growth.

A. Liquidity risks

As of 31 December 2012, the Company was not using its autho-rised lines of credit.The Company's status as a French "société de capital risque" (SCR) prohibits it from contracting debt in excess of 10% of statutory net assets.Liabilities on the statutory balance sheet consist of current invoices from suppliers, which are more than covered by cash and equivalent balances.The Company's commitments to the Apax France VIII-B fund have been set within a range enabling it to respond to capital calls based on anticipated cash. The Company has carried out a specific review of its liquidity risk and believes it can meet its forthcoming obligations. To the best of the Company's knowledge, no company in the portfolio has financial difficul-ties or needs in excess of the off-balance-sheet commitments detailed in the notes to the statutory financial statements.The commitment to invest a minimum of €60m in the Apax VIII LP fund, or 1% of the fund capped at €90m, takes into account proceeds of future divestments.

B. Market risks

Risks inherent to the private equity business

Investment in a company whose objective is to acquire private equity interests is intrinsically high-risk, greater than that associated with investing in listed major industrial, property or financial companies.

There is no guarantee that the investments will achieve Altamir Amboise's objectives, or even return the capital invested in the Company, and the past performance of the funds managed by Apax Partners for this type of investment offers no guarantee of the future performance of the Company. In particular, private equity investments present the following risks:

• Risk related to the economic environment

As Altamir Amboise's portfolio is primarily composed of investments in French companies, fluctuations in the French economy may i) affect Altamir Amboise's capacity to invest, either directly or via the Apax France VIII fund, in companies meeting the selection criteria and to sell investments at satis-factory terms or ii) erode the value of investments that it has or will acquire, as the companies in question may be particularly sensitive to changes in economic indicators, depending on the business sector in which they operate.

• Risk related to investing in illiquid assets

Altamir Amboise aims to invest principally in unlisted compa-nies, with a medium-to-long-term investment horizon.

Although the investments Altamir Amboise makes can occasio-nally generate recurring revenue, the vast majority of the time, capital invested and potential capital gains are only realised when the investment is partially or fully sold, which generally only takes place several years after its acquisition.

There is no guarantee that the companies in which Altamir Amboise has or will invest, either directly or via the Apax France VIII and Apax VIII LP funds, will be listed on the stock exchange, or that there will be private, industrial or financial buyers willing to take over Altamir Amboise's investments in these companies.

Under these circumstances, Altamir Amboise may have diffi-culty selling its investments in a reasonable timeframe and at satisfactory pricing terms. Such a situation may restrict or prevent Altamir Amboise from making new investments and hinder the implementation of the investment strategy.

Furthermore, in certain cases, Altamir Amboise may require prior authorisation of a sale from the competent authorities, or may be prohibited by contract, law or regulations, from selling an investment during a given period.

• Risks inherent in the business of acquiring equity interests

Although Altamir Amboise has an experienced team of profes-sionals for carrying out acquisitions, and has recourse to the services of renowned auditing and consulting firms, advisory banks and law firms, it is nonetheless exposed to the risks inherent in the activity of investing in other companies. These risks include:

- risks relating to assessing strengths and weaknesses of the companies, their growth potential, the relevance of their business plan and the capacity of their managers to carry it out;

SUPPLEMENTARY INFORMATION RISK FACTORS


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- risks relating to an inaccurate estimation of the current value of investments held in these companies and the growth potential of these investments;

- risks relating to the management of the company prior to its acquisition that were not identified during the pre-acquisition due diligence, or risks not guaranteed by the sellers in the asset and liability guarantees negotiated by the company as part of the acquisition (e .g . the risks in question may fall outside the scope of the guarantee, compensation may not apply due to the existence of guarantee thresholds, excesses or ceilings, the guarantor(s) may be insolvent, legal disputes with the guarantors may take place regarding the guarantee agreement, etc .);

- risks relating to terms and conditions governing the financing of the acquisition (e .g . increase in interest rates, activation of accelerated maturity clauses);

- risks relating to disputes that may arise with sellers or third parties over the acquisition itself or the consequences of the acquisition (e .g . suppliers, customers or banks terminating the contracts that link them to the acquired company due to the change of control);

- risks relating to the insolvency of one or more companies in which the company invests (e .g . obligation to provide financial support to the company in question, loss equal to the acquisi-tion cost, receivorship or liquidation, personal liability claims) and the resulting risk of litigation .

• Special risks related to leveraged transactions

a significant proportion of altamir amboise's portfolio is composed of LBo/LBi-type transactions which consist in acqui-ring an investment, generally through a special-purpose holding company, with a bank loan serviced by net cash flows (prima-rily dividends) generated by the investment .

Leverage may be high on some of these transactions .

these transactions are particularly exposed to phenomena such as a rise in interest rates or a deterioration of the target company or its sector, making it difficult, even impossible, to service the acquisition debt on its original terms . By their very nature, the risk they present is far higher than average .

moreover, major developments in the LBo market in recent years has led to the risk of a financial bubble forming, characterised by an imbalance between the volume of capital available (both for investment in equity and in the form of credit) and the number of potential LBo target companies .

if such a bubble were to form, altamir amboise would face stiffer competition in the search for investments as well as higher expectations from sellers . these two elements may weaken either altamir amboise's capacity to invest, or the profitability of its investments .

in addition to these historical risks there are the risks generated by the financial crisis and the difficulty in finding banks willing to lend money for new investments or to finance potential acquisitions of companies in altamir amboise's portfolio .

moreover, a high-profile LBo failure may lead to a sudden contraction in the availability of bank credit, making new LBos problematic and diminishing altamir amboise's capacity to carry out new investments of this type .

• Special risks related to venture capital and growth capital transactions

altamir amboise has invested part of its assets in venture capital transactions . investments in such companies inevitably entail higher risks than investments in well-established compa-nies . the majority of these companies build their business plans on a new concept, technology or approach to business, the success of which is dependent on a number of conditions . there is therefore no guarantee that it will be as successful as expected .

these companies generally have more limited financial resources than well-established companies, and are therefore more vulnerable to fluctuations in the economy .

in most cases, they are also highly dependent on one or more key people, whose departure or unavailability would have a significant adverse effect on the company .

these companies are also often dependent on a key customer or a small number of customers, and the loss of these customers would put the company in a delicate situation .

4suPPLementaRY inFoRmation risK FaCtors

160

Lastly, these companies may not have sufficient history to be able to reliably forecast future performance.

Failure on the part of these companies to meet their growth objectives may, in certain cases, lead to the entire loss of the Company's investment.

As of 31 December 2012, a large portion of the venture capital portfolio had been sold. The Company now holds only three equity investments of this type. They represent less than 1% of the total market value of the portfolio.The same risks may also apply, although in principle to a lesser extent, to Altamir Amboise's growth capital investments.

The Company does not plan to make any further investments of this type.

• Risks related to the departure of executives in the portfolio companies

The companies in which Altamir Amboise invests may be dependent on the presence of one or more key people, whose departure or unavailability would have a significant adverse effect on the Company.

Because of this, Altamir Amboise may need to postpone the sale of the investment in question or to sell it on unfavourable terms.

• Risks related to the costs incurred on unrealised investment projects

Altamir Amboise's investment selection process involves studying a wide range of potential investments and only pursuing a very small number of them. By virtue of this approach, the Company commits to paying a range of costs, in particular consulting and audit fees, despite there being no certainty that it will go ahead with the investment.

In face of strong competition for a potential acquisition, Altamir Amboise may have to incur very high costs and even then Apax Partners' proposal on behalf of Altamir Amboise, the Apax France VII and VIII funds and the Apax VIII LP fund may not be accepted by the sellers.

These costs are incurred pari passu with the Apax France VII fund and Altamir Amboise, in accordance with the rules of co-investment described in this document, or by the Apax France VIII fund, in which Altamir Amboise is an investor. These costs are incorporated into the results of the Apax VIII LP fund.

• Risks related to estimating the value of the Company's investments

The investments that Altamir Amboise holds or will hold are periodically valued by the Company using the fair value method

explained in paragraph 2.1.2 of the notes to the financial state-ments on page 66 of this Registration Document. These perio-dical valuations of Altamir Amboise's investment portfolio are carried out to determine the net asset value of Altamir Amboise and calculate the net asset value per share of the Company, which is published every quarter.

Despite the care taken in performing these valuations, no guarantee can be given that each of Altamir Amboise's invest-ments could be sold for an amount at least equal to the value determined by Altamir Amboise in this valuation.

Only equity investments held directly by Altamir Amboise are valued by the Company. Valuation of the investments held via the funds managed or advised by Apax Partners MidMarket and Apax Partners LLP is the exclusive responsibility of those companies. All of the investment entities apply the IPEV (International Private Equity Valuation)-recommended valuation rules, however, which makes the approach consistent across all valuations.

Risks related to the investment capacity of Altamir Amboise

Altamir Amboise generated a significant amount of cash from the sale of investments in 2011 and 2012.

The Company also has credit lines. Nevertheless, Altamir Amboise's investment capacity may be reduced if investment alongside Apax France VII and via the Apax France VIII and Apax VIII LP funds were to accelerate.

Risks related to co-investment with the Apax France VII private equity fund

Altamir Amboise invests on a pari passu basis with the Apax France VII fund, created in 2006.

In principle, it is unlikely that this fund will invest in new companies. In the event that Apax France VII has the opportunity to make new investments, the following risks must be taken into account.

The Apax France VII fund rules:

-limit the term of the fund to 10 years; - limit the period during which the fund can invest to six years from the date of its first investment (except for reinvestments in portfolio companies or the fulfilment of previous investment commitments); - might lead to an early liquidation of the fund in certain scenarios; - might lead to an early sale of investments in this fund.

Given these provisions, Altamir Amboise, which invests on a pari passu basis with the Apax France VII fund, may find itself deprived of investment opportunities for a certain period of time.



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Furthermore, the Apax France VII regulation includes provisions limiting the investments made in a given company to no more than 10% of the amount of subscriptions in the Apax France VII fund (this limit is increased to 15% for large, profitable companies). These provisions do not apply to Altamir Amboise. However, they prevent Altamir Amboise, which invests on a pari passu basis with the Apax France VII fund, from carrying out certain transactions.

The regulation also states that the management company (in this case, Apax Partners SA), commits to stepping down from its functions on the request of 75% of the unitholders of Apax France VII, if the request is justified by serious or wilful misconduct on the part of the manager. In this scenario, Altamir Amboise might no longer be in a position to co-invest with the Apax France VII fund.

These risks have become immaterial inasmuch as Apax France VII has finished making new investments and will henceforth limit its activities to making additional investments in compa-nies already in the portfolio.

Risks related to investment in the Apax France VIII fund

The Apax France VIII fund has characteristics identical to those of the Apax France VII fund. The Company may be faced with the risks listed previously.In these circumstances, Altamir Amboise may find itself unable to invest the total amount it committed to. Altamir Amboise is affected by the investment decisions taken by Apax Partners MidMarket, the company managing the Apax France VIII-A and B funds.By implementing the new structure and amending the Articles of Association, any conflict of interest between Altamir Amboise and Apax Partners MidMarket SAS is avoided.

The terms upon which Altamir Amboise invests in the Apax France VIII-B fund enable the Company to adjust its commit-ment based on its projected cash balances.Nevertheless, the Company cannot exclude the possibility that it might not be able to subscribe to the fund for the planned maximum of €280m.

Risks related to investment in the Apax VIII LP fund

Altamir Amboise is affected by the investment decisions taken by Apax Partners LLP, the company advising the Apax VIII LP fund.

Here, too, the Company may be faced with the risks listed previously.In these circumstances, Altamir Amboise may find itself unable to invest the total amount it committed to.

By amending the Articles of Association, any conflict of interest between Altamir Amboise and Apax Partners MidMarket SAS is avoided.

Risks related to fluctuations in listed share prices

Risks related to listed share prices of portfolio companies

It is not Altamir Amboise's primary objective to invest in the shares of listed companies. However, Altamir Amboise may hold listed shares as a result of initial public offerings of companies in which it holds an interest, or it may receive them as payment of the sale price of equity interests in its portfolio. These securi-ties may, on occasion, be subject to lock-up clauses signed at the time of the IPO. Even without such clauses, Altamir Amboise may deem it appropriate to keep newly listed shares in its portfolio for a certain period of time to possibly obtain a better valuation in due course, although there can be no guarantee of such an objective being achieved. Moreover, Altamir Amboise does not rule out investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock exchange, provided that the company falls within the scope of its investment strategy.

As a result, Altamir Amboise holds a certain number of listed companies, either directly or indirectly through holding compa-nies, and may therefore be affected by a downturn in the market prices of these companies' shares. A drop in the market price at a given moment, such as at the end of the financial year, results in the decrease of the portfolio valuation and of the Net Asset Value of the Company. Such a drop is recognised in the income statement as a loss under "Changes in fair value of the portfolio".


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162

When the share price of these companies falls, and the average share price over a given period drops below a certain thres-hold, the special purpose acquisition companies (SPACs) become responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same collateral-to-loan ratio ("collateral top-up clause"). In the event of default, banks may demand repayment of all or part of the loan.

Conversely, when share prices rises, all or part of the balance in escrow with respect to some of these companies may be released. This collateral is furnished by the shareholders of the SPACs, including Altamir Amboise, in proportion to their share in the capital. They have no impact on Altamir Amboise's revenue and NAV (listed companies are valued on the last trading day of the period), but can tie up part of its cash. The sensitivity calculations for margin calls in the event of a drop in the market price are presented in the notes to the financial statements.

Finally, a drop in market prices might also impact realised capital gains or losses when such shares are sold by Altamir Amboise.

Listed companies at 31 December 2012 made up 22.3% of the portfolio (15.5% at 31 December 2011) or 19.2% of the total Net Asset Value (11.3% at 31 December 2011). These are shares of portfolio companies floated on the stock exchange, shares obtained as payment for divestments, or as a result of LBOs on listed companies. They will be sold on the market as and when their valuations and liquidity conditions become favourable.

A 10% drop in the market prices of these listed securities would have an impact of €13.7m on the valuation of the portfolio at 31 December 2012.

In addition, some unlisted securities are valued in part on the basis of multiples of comparable listed companies, and on multiples of recent private transactions.Moreover, a change in the market prices of the comparables does not represent a risk, because although these comparables provide an element for calculating the fair value at a given date, the final value of the investments will be based on private transactions, unlisted by definition, in which the strategic position of the companies or their ability to generate cash flow takes precedence over the market comparables. For indicative purposes, the sensitivity of a decline of -10% in the multiples of comparable listed companies was €29.4m as of 31 December 2012.

• Risks on marketable securities and shares held in treasury

As of 31 December 2012, Altamir Amboise had a positive cash balance of €97.8m. The Company held primarily time deposits and to a lesser extent money-market mutual funds, totalling €84.1m. If the need for cash requires the Company to termi-nate its time deposits, the penalty would be a reduction in the

interest earned. There is no risk of a loss of capital. A small part of its cash (€10m) was placed in a fund of hedge funds.This fund (AARC) has an excellent performance history and a liquidity of 91 days. Its historical performance offers no guarantee of future performance and this investment could result in a loss of capital.

The Apax France VIII-B fund had €243k in cash invested in money-market mutual funds.

As of 31 December 2012, Altamir Amboise held 33,000 of its own shares for the purpose of the liquidity programme described in this document.

These shares were valued at fair value at €244,200, i.e. €7.40 per share. A variation of 10% would represent a difference of €24,420.

Interest rate risks


In the context of leveraged transactions, Altamir Amboise is indirectly subject to the risk of an increase in the cost of debt and the risk of not obtaining financing or being unable to finance the planned new transactions at terms that ensure satisfactory profitability.

• Risks related to cash investments

Any cash surpluses of Altamir Amboise may be invested in fixed-income instruments or placed in interest-bearing accounts, which are by definition subject to the risk of a decrease in interest rates.

Money-market mutual funds are valued at historical cost. Capital gains on divestments are calculated based on the difference between the sale price and the weighted average purchase price. The Company does not recognise unrealised capital gains in the statutory financial statements.

The nature of the securities does not justify any impairment. Unrealised, unrecognised capital gains in the statutory financial statements as of 31 December 2012 totalled €115,315, inclu-ding €115,070 for the AARC fund.

The sale of marketable securities and revenue therefrom resulted in a profit of €392,036 in 2012. The sale of negotiable debt securities and time deposits generated a capital gain in 2012 of €1,830,574.



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• Risks associated with other financial assets and liabilities

Financial assets tied to an interest rate include shareholder loans or securities such as corporate bonds classified and held as portfolio investments or receivables related to equity investments. These financial assets are assumed to be redeemed or converted at maturity. As a result, they do not present any interest rate risk per se.

Altamir Amboise, consolidated with the Apax France VIII-B fund, has no significant financial liabilities subject to interest rate risk.

Repayment schedule of financial assets and liabilities:

Below is a repayment schedule of financial assets and liabilities as of 31 December 2012:

(In euros) Gross Provisions Net Overnight to 1 year

Between 1 and 5 years

Over 5 years

Financial assets 42,428,410 1,931,540 40,496,870 24,762,901 1,749,246 13,984,723

Net position before management 42,428,410 1,080,654 40,496,870 24,762,901 1,749,246 13,984,723

Off balance sheet

Net position after management 42,428,410 1,080,654 40,496,870 24,762,901 1,749,246 13,984,723

A provision of €1,931,540 has been recognised on Receivables related to portfolio investments and equity investments.

Interest accrued as of 31 December 2012, i.e. €54.4m, was fully written down. Accrued interest is generally included in the acquisition price when the securities are sold and not paid directly by the debtor company. Consequently, it will hence-forth be included in company valuations rather than in accrued financial income.

Currency risk

Existing shares in Altamir Amboise or shares to be created are denominated in euros. Accordingly, profitability for inves-tors who bought Altamir Amboise shares using currencies other than the euro may be affected by fluctuations of that currency against the euro.

Moreover, Altamir Amboise aims to invest, either directly or indirectly through the Apax France VIII fund, at least 75% in

France, and the operating currency of the majority of the compa-nies in the portfolio is the euro. However, some investments made by Altamir Amboise to date are denominated in foreign currencies, and consequently their value may vary according to exchange rates. As of 31 December 2012, the only assets denominated in foreign currencies were the securities and receivables of two portfolio companies, which represented €3.9m or 0.76% of total assets.

Shares of the Apax VIII LP fund are denominated in euros. The fund itself has a worldwide investment strategy. Exchange rate fluctuations might affect the valuation of some of its invest-ments at the closing date or at the date they are sold.

Altamir Amboise does not have information necessary to measure the sensitivity of the investments of this fund to fluctuations in exchange rates.


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The portfolio's exposure by currency was as follows (excluding Apax VIII LP):

US Dollars (USD) Equity investments Sundry receivables

31 December 2012

Assets in euros 88,325 3,897,599

Liabilities





31 December 2011

Assets in euros 551,959 5,585,055

Liabilities





Altamir Amboise does not hedge against currency fluctua-tions, because the foreign exchange impact is insignificant with respect to the expected gains on the securities in absolute value.

In regard to the various risks mentioned above, more generally, Altamir Amboise does not use firm or conditional forward instruments to hedge or to gain exposure to market risks (equity markets, interest rates, exchange and credit risks). The same applies to the Apax France VIII-B fund in which Altamir Amboise invests.

C. Legal and tax risks

Legal risks related to the status of limited partnership by shares (SCA)

Altamir Amboise Gérance is the general partner of Altamir Amboise. This company, which is also the Management Company, is controlled by Maurice Tchenio, the founder and CEO of Apax Partners SA.

The Management Company of Altamir Amboise has the broadest powers to act under any circumstances in the name of the Company.

Moreover, legislation applicable to limited partnerships by shares and Altamir Amboise's Articles of Association states that the Management Company can be removed only by a decision of the general partner (i.e. itself) or the commercial court for a legitimate cause at the request of any partner or the Company.

As a result, it would be virtually impossible for the sharehol-ders of Altamir Amboise (even an overwhelming majority) to terminate the activities of Altamir Amboise Gérance against its will.

The procedures described throughout this document, as well as the control exercised by the Audit Committee, representing the Supervisory Board, mean that the Management Company is not in a position to abuse control.

Risks related to the legal and tax treatment of SCRs

Altamir Amboise opted for the status of SCR ("société de capital risque") with the sole purpose of managing a portfolio



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of marketable securities and unlisted shares. In this respect, it benefits from a favourable tax status. In return, it commits to abiding by certain terms, in particular the quotas of eligible securities defined in the amendment to Article 1-1 of law no. 85-695 of 11 July 1985.

Although the majority of investments carried out by Apax Partners' funds, and Altamir Amboise respond to the eligibility criteria set forth in these provisions, Altamir Amboise cannot guarantee that it will not be required to pass up an invest-ment opportunity, or sell one or more investments earlier than planned, in order to continue benefiting from this tax treatment.

An SCR can only borrow up to 10% of its statutory net assets, which will prevent Altamir Amboise from having financing in reserve that it could call upon if necessary. Altamir Amboise may therefore not be in a position to participate in an invest-ment if it does not have sufficient resources to finance it.

In opting for this tax regime, Altamir Amboise vigilantly adheres to the limits imposed on it. Nevertheless, failure to comply with certain conditions could lead to the loss of SCR status, and consequently, the retroactive loss of tax benefits which have been passed on to shareholders.

Furthermore, in the past, the legal and tax regime of SCRs and private equity funds has often been changed. Altamir Amboise therefore cannot guarantee that it will not be subject to restric-tions in addition to those currently in place, that the tax regime applicable to its shareholders will not change, or that it will be able to continue to enjoy the benefits of the favourable tax regime.

Risks related to the holding of minority interests

Given the ratios of co-investment with the Apax France VII fund, Altamir Amboise will always hold a minority stake in the companies in which it invests. Nevertheless it should be noted that it is Apax Partners' policy, when deciding to invest in a company, to obtain the rights necessary to protect the invest-ments of the Apax France VII fund and of Altamir Amboise. A similar policy is applied to the Apax France VIII-B and Apax VIII LP funds.

However, as Apax Partners has not in principle ruled out inves-ting in companies in which the funds it manages and Altamir Amboise would together hold a minority of the shares or the voting rights, it would not then be in a position to protect their interests.

Risks related to access to privileged information

Given the responsibility deriving from their activities, certain partners or employees of Apax Partners may have access to confidential or unpublished information on a company in which Altamir Amboise is planning to invest or in which it holds a stake. Because of this, Altamir Amboise and the Apax France

funds may not be in a position to invest in or dispose of the investment in question in the required time.

Risks related to the regulation of economic concentration

Given the legal ties between Altamir Amboise and Apax Partners, Altamir Amboise, either directly or via Apax France VIII-B, may for certain acquisitions, be subject to regulations on sector concentration applicable in France, Europe and other countries.

There is therefore a risk that certain investments envisaged by Apax Partners and Altamir Amboise may be delayed, limited or prevented by the authorities in accordance with these regula-tions.

The same constraints apply to the Apax VIII LP fund.

Other legal and tax risks

Legal, tax and regulatory changes may arise and may have an unfavourable effect on Altamir Amboise, the companies in its portfolio and its shareholders. As an example, the range of transactions to which private equity firms have access has in the past been affected by a lack of senior and subordi-nated credit facilities, given the regulatory pressure on banks to reduce their risk on this type of transaction.

At the beginning of 2009, Altamir Amboise was subject to a tax assessment of €1.08m plus €0.29m in interest and penalties relating to the business tax for financial years 2006 and 2007.This was part of a large-scale operation by the tax authority affecting the principal SCRs.Altamir Amboise decided to contest this assessment in the administrative courts, but its action was dismissed in the first instance. In 2011, the Company was again assessed for back taxes on 2008 and 2009. The principal amount was €136k, and interest and penalties totalled €26k as of the assessment date.

As part of the French business tax reform, parliament voted the creation of a CET (Contribution Economique Territoriale) tax. The CET tax is made up of two contributions: the CFE tax, based on the value of the company's property, and the CVAE tax, based on the value-added generated by the company. The CVAE tax includes the revenue and capital gains from the sale of certain securities in the calculation of value-added. As of this writing, this tax was interpreted as applying to the Company as a "company whose main activity is to manage financial instru-ments". According to certain criteria that the Company fulfills, equity investments are not included in the calculation basis, but the definition of "equity investments" is rather limited. It is possible that a large portion of the investments held by Altamir Amboise could go unrecognised as "equity investments". The Company was audited on the calculation of the “CET” business tax (contribution économique territoriale), for financial years 2010 and 2011. Because the wording of the new legis-lation is unclear, the Company had declared a low base and


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explained its reasoning to the tax authority. The 2011 financial statements included a provision for potential additional taxes. The tax authority did not accept the Company’s interpretation. It imposed an additional assessment of €2,438,098, of which €1,688,555 was provisioned as of 31 December 2011.As the Company had expressly indicated its choice, no penalty was imposed.The Company will request relief from this assessment from the tax authority; if this fails it will initiate litigation.

Furthermore, Altamir Amboise may invest in other countries that may themselves change their tax legislation, potentially with retroactive application.

Identified risks

To the best of the Company's knowledge, apart from a dispute concerning business tax assessment, there is no governmental, judicial or arbitration proceeding, including all proceedings of which the Company is aware, that is pending or threatened, which might have or has had, in the past 12 months, a signi-ficant impact on the financial position or profitability of the Company and/or the Group.

D. Industrial and environmental risks

Not applicable

E. Competition risks

Altamir Amboise's success essentially depends on the capacity of Apax Partners to identify, select, acquire and sell, in a competitive market, investments that are likely to generate significant capital gains.

There are an increasing number of private equity companies, in particular for larger transactions which attract a global market and particularly strong competition. Some of these companies have a greater financial capacity than Apax Partners, giving them a competitive advantage for undertaking significant finan-cial transactions. Others (for example, new entrants on the market, or companies whose capital is held by members of the same family) may have lower ROI requirements than those of Apax Partners, enabling them to offer a higher price to sellers for any given asset.

Altamir Amboise cannot guarantee that Apax Partners will continue to be in a position to, or want to study certain invest-ment opportunities, nor can it guarantee that any acquisition proposals put together by Apax Partners on behalf of Altamir Amboise, Apax France VII, VIII-B or Apax France VIII-B will be accepted by the sellers.

Moreover, price pressure, caused by the presence of an increa-sing number of intermediaries, may lead Apax Partners, and

therefore Altamir Amboise, to either have to invest at finan-cial terms that may erode its expected profitability or to come up against difficulties in identifying and obtaining investments offering profitability that corresponds to its criteria.

F. Insurance

The activity of Altamir Amboise does not justify industrial-type insurance cover. Altamir Amboise has taken out third-party and D&O cover of €3m.

G. Risks related to Apax Partners

Risks related to the dependence of Altamir Amboise on Apax Partners

Altamir Amboise is linked to Apax Partners SA by an investment advisory services contract.

Given Altamir Amboise's status as a limited partnership by shares and given that Maurice Tchenio and the other partners of Apax Partners SA together hold, directly and indirectly, almost all the capital of Altamir Amboise Gérance SA, the general partner and Manager of the Company, it would in practice be virtually impossible for the shareholders of the Company to terminate this contract and the co-investment agreement – as long as they remain valid – without the approval of Apax Partners SA, regardless of the performance of the portfolio Altamir Amboise constructed based on the advice of Apax Partners.

Concerning the management of its assets, Altamir Amboise is therefore tied to Apax Partners SA for a significant period of time, regardless of changes to Apax Partners, its shareholders, managers, employees, resources, performance and strategy.

Furthermore, since 2011, Altamir Amboise invests directly in the Apax France VIII-B fund, managed by the new manage-ment company, Apax Partners MidMarket SAS. Altamir Amboise will therefore also be closely tied to the developments of this company.

From 2012, Altamir Amboise also became tied to Apax Partners LLP for the management of the Apax VIII LP fund.

Risks related to key personnel

Risks related to the management and control of Apax Partners

Maurice Tchenio is the founder of Apax Partners and for more than 30 years, he has played a major role in managing this company and the funds created by Apax Partners. He alone has the controlling interest in Apax Partners SA and Altamir Amboise Gérance SA, the Management Company and general partner of the Company.



1

His departure, extended absence or death could therefore have a significant unfavourable effect on the activity and organi-sation of apax Partners, and consequently on the activity of altamir amboise and its future outlook .

a succession plan is in place covering both the organisational and shareholding aspects of apax Partners sa, passing control to the other partner-shareholders of apax Partners sa in the event that maurice tchenio should die or be incapacitated .

Beginning with the apax France Viii fund, management of the private equity funds is the responsibility of apax Partners midmarket sas, headed by eddie misrahi . equity capital is shared between six partners of this company . the operations of the management company would obviously be disturbed in the event of an extended absence or the death of mr misrahi, but the other partners would be able to implement the business continuity plan without major detriment .

the structure and size of apax Partners LLP do not give rise to specific risks as to the smooth operation of this company in the event of the departure or death of its chief executive .

risks related to other professionals working for apax Partners

altamir amboise's success depends to a large extent on the skills and expertise of the partners and other professionals employed by apax Partners, and it cannot be guaranteed that these individuals will continue to be employed by apax Partners .

the size of the team of professionals at apax Partners, the reputation of the company itself and the team-based approach to decisions on investments, portfolio management and divest-ments tend to limit the impact of isolated departures of one or more of the group's employees . However, as the teams are specialised in their operational sectors, the departure of any given professional, and in particular a partner, may have a negative effect on altamir amboise's capacity to invest in the sector in which the professional specialised .

the company regularly reviews risks (risk map) . it considers that there are no significant risks other than those presented .

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V. SUNDRY ITEMS

A. PORTFOLIO AS OF 31 DECEMBER 2012: DATES COMPANIES WERE FOUNDED AND INVESTMENT DATES

Company Founded Investment date

Technologies & Telecom

Altran Technologies 1982 2008

DxO Labs 2003 (2) 2006

GFI Informatique (Itefin Participations) 1992 2007

IEE (Captor) 1989 2004

Vizada (1) 2006 2006

Vocalcom 1995 2011

Healthcare

Amplitude 1997 2011

Capio Hospitals 1994 2006

DBV Technologies 2002 (2) 2006

Neurotech 1995 2001

Unilabs 2007 2007

Media

InfoPro Communications 2001 2007

Numéricable B&L (Codilink) 1965 (B) / 1971 (L) 2011

Retail & Consumer

Alain Afflelou (Lion Seneca Lux 1) 1975 2012

Thom Europe (1) 2010 2010

Maisons du Monde 1996 2008

Royer 1945 2007

Financière Season (1) 2005 2005

Business & Financial Services

Buy Way (1) 2010 2010

Equalliance (Finalliance) 2005 2006

Séchilienne-Sidec (Financière Hélios) 1984 2005

Texa 1987 2012

(1) Date the holding company was created(2) Commitment in 2005/Investment in 2006(3) Original investment/Investment in the new holding company

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B . DOCUMENTS AVAILABLE TO THE PUBLIC

While the Registration Document is valid, the following documents can be consulted as indicated:

a) Memorandum and Articles of Association: at the Company's head office (paper versions).

b) All reports, correspondence and other documents, historical financial information, valuations and statements prepared by an expert at the request of the issuer, a part of which is included or referred to in the Registration Document: at the Company’s head office (paper versions).

c) Historical financial information about the issuer for each of the two financial years preceding the publication of the Registration Document: at the Company’s head office (paper versions) and on its website http://www.altamir-amboise.fr

C. REFERENCE TO HISTORICAL FINANCIAL STATEMENTS

Pursuant to Article 28 of EC regulation 809/2004, the following information is included by reference in this Registration Document:- the statutory and consolidated financial statements and the

corresponding auditors' reports appearing on pages 69-89, 93-115, 90-91 and 116 of the 2011 Registration Document filed with the AMF on 15 March 2012 under number D.12-0167;

- the statutory and consolidated financial statements and the corresponding auditors' reports appearing on pages 60-76, 80-99, 77-78 and 100 of the 2010 Registration Document filed with the AMF on 8 March 2011 under number D.11-0105;

D. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS

a) Person responsible for the registration document

Maurice TchenioChairman and CEO of Altamir Amboise Gérance SA (the Management Company).

b) Certification

I hereby certify, having taken all reasonable measures in this regard, that the information contained in this registration document is, to the best of my knowledge, accurate and that no information has been omitted that would be likely to alter its substance.

I hereby certify, that to the best of my knowledge the financial statements have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets, financial position and results of the Company and of its consolidated group of companies and that the management report presents a true and fair picture of the business, its results and the financial condition of the Company and of its consolidated group of companies, as well as a description of the principal risks and uncertainties to which they are exposed. The Company has obtained a comfort letter from its Statutory Auditors, wherein the auditors indicate that they have verified the information regarding the financial position and financial statements included in the Registration Document and that they have read the entire Registration Document.

Paris, 3 April 2013For Altamir Amboise Gérance SAManager

Maurice TCHENIOChairman and Chief Executive Officerof the Management Company

c) Persons responsible for the audit of the financial statements

Principal Statutory Auditors

Ernst & Young et Autres (previously named "Barbier Frinault et Autres") represented by Jean-François Nadaud,1 Place des Saisons, 92400 Courbevoie (France)Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles,The Statutory Auditors were reappointed by shareholders at their 23 March 2011 Ordinary General Meeting for a term of six years expiring at the end of the Ordinary General Meeting of shareholders called to approve the financial statements of the financial year ending 31 December 2016.

CFA, Compagnie Française d’Audit represented by François-Xavier Poussière 7 rue de Penthièvre, 75008 Paris (France) Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles.The Statutory Auditors were reappointed by shareholders at their 29 March 2012 Ordinary General Meeting for a term of six years expiring at the end of the Ordinary General Meeting of shareholders called to approve the financial statements of the financial year ending 31 December 2017.

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Alternate Statutory Auditors

Auditex, represented by Pierre Jouanne11 allée de l’Arche – Faubourg de l’Arche – 92400 Courbevoie (France) Member of the Compagnie Régionale des Commissaires aux Comptes de Paris,The Alternate Statutory Auditors were appointed by sharehol-ders at their 23 March 2011 Ordinary General Meeting for a term of six years expiring at the end of the Ordinary General Meeting of shareholders called to approve the financial state-ments of the financial year ending 31 December 2016.

Corevise, represented by Fabien Crégut, member of the Compagnie Régionale des Commissaires aux Comptes de Paris3-5 rue Scheffer, 75016 Paris (France)

The Alternate Statutory Auditors were reappointed by share-holders at their 29 March 2012 Ordinary General Meeting for a term of six years expiring at the end of the Ordinary General Meeting of shareholders called to approve the financial state-ments of the financial year ending 31 December 2017.

The Registration Document also includes:

• The general report of the Statutory Auditors on the 2012 statutory financial statements (page 90 of this Registration Document) including the reasons for the findings of the Statutory Auditors, prepared pursuant to Article L.225-235 of the French Commercial Code.

d) Statutory Auditors' fees

Ernst & Young et AutresMember of the Ernst & Young network

Compagnie Française d'Audit (CFA)

Total before tax % Total before tax %

2012 2011 2012 2011 2012 2011 2012 2011

Audit

Audit, certification and examination of the statutory and consolidated financial statements

* Issuer 121,000 121,000 100% 100% 26,500 26,500 100% 100%


Other duties and services directly related to the auditing assignment

* Issuer


Subtotal 121,000 121,000 100% 100% 26,500 26,500 100% 100%

Other services performed by the networks for the fully consolidated subsidiaries

Legal, tax, employee-related

Other

Subtotal

Total 121,000 121,000 100% 100% 26,500 26,500 100% 100%

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e) Persons responsible for communication

Person responsible for financial information

Claude RosevègueApax Partners, 45 avenue Kléber75784 Paris Cedex 16 (France)Tel. +33 (0)1 53 65 01 00

Person responsible for communication

Raquel LizarragaApax Partners, 45 avenue Kléber75784 Paris Cedex 16 (France)Tel. +33 (0)1 53 65 01 00

Place where legal documents can be consulted

Legal documents may be consulted at the Company's head office:45, Avenue Kléber, 75016 Paris (France)

Publication schedule

Altamir Amboise – 2013 financial communication calendar

7 March Press release on 2012 financial statements and NAV as of 31 December 2012

21 March SFAF meeting

18 April Annual General Meeting of Shareholders

15 May Press release on NAV as of 31 March 2013

30 August Press release on first-half 2013 financial statements and NAV as of 30 June 2013

12 September SFAF meeting

15 November Press release on NAV as of 30 September 2013

E) EVENTS AFTER 31 DECEMBER 2012

Sale of CodilinkOn 12 March 2013, Apax Partners MidMarket signed a defini-tive agreement with a view to selling the two cable operators held by Codilink, an Apax France VIII fund company. Codilink is the holding company of Numericable Belgium/Luxembourg, one of the principal cable operators in the Brussels and Hainaut regions and in Luxembourg, and of Cabovisao, the second-largest cable operator in Portugal.According to the terms of the agreement, Codilink will sell its 40% holding in Cabovisao to its co-investor Altice VII. The transaction must still be approved by the Portuguese regulatory authorities.Cabovisao is the second-largest cable operator in Portugal, with 260,000 subscribers and 905,000 connected households. Its triple-play offer has a penetration rate of more than 60%. Apax Partners MidMarket and Altice VII acquired Cabovisao in March 2012, certain of the company’s potential, and despite the diffi-

cult economic situation in Portugal at that time. Very quickly, Cabovisao’s new management team redefined the company’s strategy and organisation. A significant improvement in opera-ting results came about over the last 12 months.The agreement also provides for Codilink to sell its 40% stake in Numericable Belgium/Luxembourg to Altice VII by the end of November 2013.Through this transaction, Altamir Amboise will receive proceeds of €60m over the course of 2013, representing a capital gain of 22% compared with 31 December 2012 valuations and increa-sing NAV by €0.26 per share.

The tax authority has abandoned the CVAE tax assessmentAltamir Amboise has been informed by the tax authority that the proposed assessments on the calculation of the 2010 and 2011 CVAE tax have been abandoned.The positive impact, including recalculation of the 2012 CVAE is €2,269,534, and a provision will be reversed in 2013. It repre-sents an increase in NAV of €0.05 per share, net of the provision for dividends pursuant to the Articles of Association.

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F) Cross reFereNCe iNDeX

the following cross-reference index, which includes the principal categories required by european Regulation 809/2004, refers to

the pages of this Registration Document .

registration Document 2012 Chapter

registration Document

Page number

1. Responsible persons Supplementary information – Chapter V 168

1.1 Persons responsible for information Supplementary information – § V.D.e 170

1.2 Statement of responsible persons Supplementary information – § V.D.b 169

2. Statutory Auditors

2.1 Address Supplementary information – § V.D.c 169

2.2 Changes

3. Selected financial information

3.1 Historical financial information Key figures 5

3.2 Interim financial information Management report - Chapter II 33

4. Risk factors Supplementary information – Chapter IV 158

5. Information about the issuer

5.1 History and development of the Company Supplementary information – Chapters I and II 118 and 133

5.1.1 Corporate name Supplementary information – Chapter I 118

5.1.2 Companies register number Supplementary information – Chapter I 118

5.1.3 Date founded and duration Supplementary information – Chapter I 118

5.1.4 Registered office – legal form – applicable legislation Supplementary information – Chapter I 118

5.1.5Important events in the development of the Company's business activities

Supplementary information – Chapter II 135

5.2 Principal investments Portfolio 12

5.2.1 RealisedPortfolio Company descriptions

12

5.2.2 In progress

Portfolio 12

Company descriptions 14

Management report Chapter I/A: Change in assets during financial year

30

5.2.3 Planned Management report – Trends 32

6. Business overview

6.1 Principal activities Investment strategy

6.1.1 Operations and principal activitiesInvestment strategy

134Supplementary information – Chapter II

6.1.2 New products

6.2 Principal markets Company portfolio 12

6.3 Exceptional events

6.4 Degree of dependence

6.5 Competitive position

7. Organisation chart Organisation chart 133

7.1 Brief description of the Group

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Page number

7.2 List of major subsidiaries

8. Properties, manufacturing facilities and equipment N/A

8.1 Significant existing or planned property, plant and equipment

8.2Environmental impact of the use of this property, plant and equipment

9. Financial condition and results

9.1 Financial position Key figures 5

9.2 Operating incomeManagement report 33

Financial statements for the the year ended 31 December 2012 72

10. Cash, cash equivalents and equity capital Management report Financial and legal information 30

10.1 Issuer's capital

10.2 Cash holdings Consolidated (IFRS) financial statements 97

10.3 Borrowing terms and financing structure

10.4 Restriction on use of capital

10.5 Expected sources of financing

11. Research and development, patents and licenses N/A

12. Trends

Message from the Chairman & CEO of the Management Company 2

Key figures 5

Management report - Chapter I.E 32

13. Projected or estimated earnings Management report - Chapter I.F 33

14. Management and governing bodies

14.1 Management Corporate governance Supplementary information – § I-B 120

Appendix I to the Management Report 45

14.2 Conflicts of interest Management report - Chapter VIII 39

15. Remuneration and benefits Management report - Chapter XI 40

16. Activities of management and governing bodiesChairman's report on the conditions under which the work of the Supervisory Board was prepared and organised and on the internal control procedures in place within the Company

56

16.1 Expiration date of current appointment Appendix I to the Management Report 45

16.2Service contracts between the Company and members of its supervisory bodies

N/A

16.3 Audit CommitteeChairman's report on the conditions under which the work of the Supervisory Board was prepared and organised and on the internal control procedures in place within the Company - § 2c

57

16.4Statement indicating whether the issuer complies with the corporate governance regime in effect in its country of origin

N/A

17. Employees N/A

17.1 Breakdown of employees

17.2 Profit-sharing and stock options

17.3 Employee shareholding agreements N/A

18. Principal shareholders Supplementary information – § I.C 125

18.1 Shareholders Supplementary information – § I.C 125

18.2 Special voting rights Supplementary information – § I.C 125

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Page number

18.3 Control of the issuer Supplementary information – § I.C 125

18.4 Shareholder agreements N/A

19. Transactions with related parties Supplementary information – § I.C 128

20. Assets, financial condition and earnings of the issuer Financial statements for the the year ended 31 December 2012 71

20.1 Historical financial informationResults of the last five years 49

Supplementary information – Chapter V.C 169

20.2 Pro forma financial information N/A

20.3 Financial statementsStatutory financial statements 70

Consolidated (IFRS) financial statements 94

20.4 Verification of statutory historical financial informationStatutory Auditors' report on the statutory financial statements 90

Statutory Auditors' report on the consolidated financial statements

116

20.5 Date of most recent financial information

Statutory financial statements 70

Statutory Auditors' report on the statutory financial statements 90

Consolidated financial statements 94

Statutory Auditors' report on the consolidated financial statements

116

20.6 Interim and other financial information N/A

20.7 Dividend policy Management report § I.D 32

20.8 Judicial proceedings and arbitrage N/A

20.9 Significant changes in financial condition

21 Supplementary information

21.1 Share capital Supplementary information – Chapter I.C 125

21.1.1 Subscribed capital and authorised shares Supplementary information – §I.C.a 125

21.1.2 Shares not representing capital Supplementary information – §I.C.a 126

21.1.3 Shares held by the issuer Management report - Chapter X 39

21.1.4 Convertible marketable securities N/A

21.1.5 Uncalled capital N/A

21.1.6 Capital subject to an option N/A

21.1.7 History of share capital Supplementary information – §I.C.d 128

21.2 Memorandum and Articles of Association Supplementary information – Chapter I 118

21.2.1 Corporate purpose Supplementary information – §I.A.g 118

21.2.2Provisions of the Articles of Association concerning the management and supervisory bodies

Supplementary information – §I.B 120

21.2.3 Share rights Supplementary information – §I.A 118

21.2.4 Changes to shareholder rights N/A

21.2.5Invitations to General Meetings of Shareholders and admission thereto

Supplementary information – §I.A 120

21.2.6 Change in control Management report - Chapter VIII 38

21.2.7 Threshold disclosures N/A

21.2.8 Specific provisions concerning changes in share capital N/A

22. Significant contracts Supplementary information – § II.C 143

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Page number

23.Information from third parties, expert opinions and declarations of interest

N/A

24. Documents available to the public Supplementary information – Chapter V.B 169

25. Information on portfolio companies

Company portfolio 12

Appendix III to the Management Report 50

Notes to the statutory financial statements 73

Management report - Chapter I 30

supplementary information

Statutory Auditors' fees Supplementary information § V.D.d 170

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45, avenue Kléber - 75784 Paris cedex 16Tel. +33 1 53 65 01 00 - Fax +33 1 53 65 01 06

www.altamir-amboise.fr

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