Compagnies des Alpes // 2019 Universal Registration Document

6 SHARE CAPITAL AND SHAREHOLDING Share capital

6.1.5 MANAGEMENT AND EMPLOYEE INTEREST IN THE SHARE CAPITAL OF COMPAGNIE DES ALPES

Full vesting of performance shares granted under Plan no. 20

From fi scal year 2009/2010, the plans implemented by Compagnie des Alpes to build loyalty amongst senior executives and certain Group managers were limited to “performance share grants”, excluding any issue of stock options. Compagnie des Alpes’ Executive corporate o ffi cers no longer wished to receive these awards as of the 2009/2010 fi scal year. 6.1.5.1 Stock options On the date of publication of this annual report there were no outstanding stock options. 6.1.5.2 Performance shares Performance shares awarded for the 2018/2019 fiscal year Consequent to decisions of the Shareholders’ Meeting of 8 March 2018, on 25 April 2019 Compagnie des Alpes implemented a new performance share plan (Plan no. 22), under which a total of 67,050 performance shares have been granted and distributed between 165 Group employees. As with previous plans, shares will only be fully vested, in whole or in part, if the beneficiary remains at the Group (notwithstanding retirement) and has met a performance target after a two-year period. For members of the Executive Committee, the shares initially awarded will be fully vested only: (i) for half of the shares awarded, if the Group’s fi nancial targets, measured on the basis of ROCE growing over two years (2018/2019 and 2019/2020) relative to the previous two years, are achieved; and (ii) for half of the shares awarded, if a qualitative performance condition, relating to the contribution to the Group’s strategic objectives and to the implementation of the Business Plan of Compagnie des Alpes, assessed over two years (2018/2019 and 2019/2020), has been met. For other recipients, free shares will be fully vested only if a qualitative performance condition has been met, relating to “the contribution of each bene fi ciary to the implementation of the Business Plan of Compagnie des Alpes and its managerial performance”, over two years (2018/2019 and 2019/2020). Assuming they are fully vested, these shares will then have to be held for at least one year by their bene fi ciaries. These shares are recognised at fair value at the grant date, without subsequent revaluation. Fair value is determined by an actuarial calculation using the binomial options-pricing model, after taking into account the probability of the average time of participation of bene fi ciaries at the end of the vesting period. The resulting value per share is €25.37 for Plan no. 22.

Following an assessment of the achievement of the performance criteria, 49,950 performance shares granted under Plan no. 20, implemented in 2017, were fully vested. The vesting of performance shares granted under Plan no. 20 not only required the bene fi ciaries to be part of the Group on the vesting date but was subject to the following performance criteria being met. For members of the Executive Committee, the shares awarded were to be fully vested only: (i) for half of the shares awarded, if the Group’s fi nancial targets, as de fi ned in Chapter 5, Note 1.11 to the Consolidated Financial Statements, had been achieved, measured on the basis of ROCE growing over two years (cumulated ROCE 2016/2017 and 2017/2018) relative to the previous two years (cumulated ROCE 2014/2015 and 2015/2016); and (ii) for half of the shares awarded, if a qualitative performance condition, relating to the contribution of each of the bene fi ciaries to the achievement of the Group’s strategic objectives, assessed over two years (2016/2017 and 2017/2018), was met. The Board of Directors, at its meeting of 24 January 2019, assessed the achievement of the fi nancial performance criterion underlying the full vesting of performance shares granted to members of the Executive Committee. It found that the ROCE target had been met at 30 September 2018, so the award based on the achievement of Group targets was 100%. Following the assessment of the achievement of the qualitative performance criterion, for which the Chairman and Chief Executive O ffi cer is responsible, the members of the Executive Committee were awarded a total of 10,200 shares, with the balance being written o ff . For the other beneficiaries, full vesting was dependent on each bene fi ciary’s contribution to the implementation of the corporate project and their managerial performance over the last two fi scal years. This contribution was assessed for each bene fi ciary by the Executive Management. A total of 49,950 shares became fully vested for 159 senior executives and other members of the Group’s management. From their vesting date, performance shares awarded under Plan no. 20 must be held for at least two years. Performance Share Plans in force: background and position (Table 10 of the AMF classification) Outstanding plans are shown in Chapter 5 in Note 6.10 to the Consolidated Financial Statements. The free shares granted within the Group are all Compagnie des Alpes shares. A total of 122,650 rights to free shares remained in circulation on 30 September 2019. These shares will only be fully vested once the Board of Directors determines that the performance conditions have been achieved. They represent 0.50% of the share capital of Compagnie des Alpes. With the exception of the plans described above, there are no other potentially dilutive instruments.

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Compagnie des Alpes I 2019 Universal registration document