Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

l information on the remuneration of the members of the Executive Committee; l review of the information on corporate governance and the compensation of corporate officers provided in the annual report and in the report of the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code; l performance share plans and conditions for implementing the performance plan;

l new directorships; l annual review of the composition, organisation and functioning of the Board and its committees; l annual review of the independence criteria for Directors; l amendment of the by-laws and the Corporate Governance Charter to ensure compliance with changes in regulations.

3.2.2 PROCEDURES FOR EXERCISING AND LIMITING THE POWERS OF EXECUTIVE MANAGEMENT 3.2.2.1 Executive Management procedures

have not received prior approval or been given proxy by the Board of Directors. These restrictions of power are described in Article II.2.3. of the Charter, which requires the Board’s prior approval for decisions on one of the following matters: l Compagnie des Alpes’ development strategy, especially in geographic terms (locations, etc.); l annual capital expenditure budgets for Compagnie des Alpes Group; l any investment or disinvestment (i) as part of the Group’s current and recurrent operations, for a total amount of more than €15 million excluding tax, or (ii) outside of the Group’s current and recurrent operations or strategic areas (Ski areas/Leisure parks) or to be made in a country in which Compagnie des Alpes Group does not have any direct or indirect presence; l the entering into, voluntary termination or signing of any rider, of the public service delegation contract(s), excluding annual asset inventory update riders whose total amount (including all additional investments committed or off-balance-sheet commitments made) is greater than €15 million excluding taxes; l any plan to create a company or take any kind of controlling interest in any company or undertaking outside the Group if the purpose or business is not one of the Group’s strategic areas, or creation of a company or acquisition of a stake in any company or undertaking outside the Group if the purpose or business is one of the Group’s strategic areas and the deal exceeds €15 million; l or the establishment a partnership with a company or undertaking outside the Compagnie des Alpes Group (joint venture) involving contributions of assets by either of the parties or any other exchanges of securities; or the granting of sureties not covered by Article L. 225-35, paragraph 4, of the French Commercial Code, in any form whatsoever (collateral, mortgages, pledges, security trusts, etc.) of an amount exceeding €15 million; l any financing operation carried out via bilateral or syndicated credit lines of an amount exceeding €100 million (for the year, in one or more instalments), with a term of more than one year; l any transaction in Company shares pursuant to Article L. 22-10-62 of the French Commercial Code exceeding 2% of the Company’s share capital (for the year, in one or more instalments); l the general policy for the establishment stock option and/or performance share plans and any decision to grant such options or shares exceeding 1% of the share capital (for the year, in one or more instalments). In addition, in accordance with legal provisions and Article 13.4. of the Company’s by-laws, the Board of Directors authorised, at its meeting of 7 December 2020, the Chairman and Chief Executive Officer to offer sureties, endorsements and other guarantees, within the limit of €15 million.

As mentioned above, the Executive Management of the Company is the responsibility of the Chairman of the Board of Directors, who thus carries the title of Chairman and Chief Executive Officer. Subject to (i) powers that the law or by-laws attribute expressly to Shareholders’ Meetings, (ii) powers reserved exceptionally for the Board of Directors and (iii) the provisions of the Charter, the Chairman and Chief Executive Officer is vested with extensive powers to act in any circumstances on behalf of the Company, within the limits of the purpose of the Company. The decisions of the Board of Directors that limit the powers of the Chairman and Chief Executive Officer cannot be enforced against third parties. In accordance with Article 13.3 of the by-laws, the Board of Directors may, at the suggestion of the Chairman and Chief Executive Officer, appoint Deputy Chief Executive Officers (the “Deputy Chief Executive Officers”). If Deputy Chief Executive Officers are appointed, the provisions of the Charter concerning the Chairman and Chief Executive Officer shall apply to them. At its meeting of 28 January 2021, the Board of Directors confirmed its intention to separate the functions of Chairman of the Board of Directors and Chief Executive Officer. In this context, the Company has announced that the Group’s Executive Management will be entrusted to Dominique Thillaud from 1 June 2021. The latter will be supported by Loïc Bonhoure, currently Deputy Managing Director in charge of strategy, development and mergers & acquisitions, who will then become Deputy CEO. In order to ensure the transition in the best interest of the Company, and subject to the renewal of his term of office as Director by the Shareholders’ Meeting of 25 March, Dominique Marcel will be reappointed as Chairman and Chief Executive Officer until 31 May 2021 and reports that it will propose to the Board the appointment of Dominique Thillaud as Deputy Chief Executive Officer for this interim period. After 1 June, it is planned that Dominique Marcel will assume the non-executive chairmanship of the Board of Directors in order to ensure continuity in the Group’s development. Dominique Thillaud began his career in consulting and investment banking before joining the SNCF group where he worked for eight years, first as Head of Investments and Development, then as Chief Executive Officer of SNCF Participations and Head of SNCF Group strategy. Since September 2012, he has been Chairman of the Management Board of the Aéroports de la Côte d’Azur Group, where he has supported its transformation and development, both in France and internationally. 3.2.2.2 Limits on the powers of Executive Management Certain decisions made by the Chairman and Chief Executive Officer concerning the Compagnie des Alpes Group cannot be adopted, and certain actions or commitments concerning the Group cannot be concluded by the Chairman and Chief Executive Officer, if they

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Compagnie des Alpes I 2020 Universal registration document