Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

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 o ff -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 ( j oint 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 fi nancing 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. 225-209 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 authorises the Chairman and Chief Executive O ffi cer to o ff er sureties, endorsements and other guarantees, within the limit of €15 million.

3.3 Compensation of corporate officers 3.3.1 COMPENSATION AND BENEFITS OF ANY KIND PAID OR AWARDED TO EXECUTIVE CORPORATE OFFICERS 3.3.1.1 Principles and criteria for determining, distributing and allocating fixed, variable

in the AFEP-MEDEF Code of Corporate Governance to which the Company refers. Each compensation package thus strives to be measured, balanced and fair while enabling the Company to attract, retain and motivate high-performance executives who contribute to its success. The compensation paid is assessed in the context of a speci fi c business line and reference market. It is consistent with the compensation paid to executives with similar responsibilities in listed companies of the same size, revenue and business sector. Neither of the two executive corporate o ffi cers – Dominique Marcel, Chairman and Chief Executive O ffi cer, and Agnès Pannier-Runacher, Deputy Chief Executive O f ficer until 15 October 2018 – has an employment contract. In accordance with the AFEP-MEDEF Code of Corporate Governance, neither of the two o ffi cers bene fi t from the performance share plans implemented by the Group. Moreover, they do not receive any compensation in respect of the Director’s mandates they hold within various Group companies, nor any exceptional compensation. 3.3.1.2 Structure of the annual compensation paid to executive corporate officers The compensation paid to Dominique Marcel, Chairman and Chief Executive O f ficer, and to Agnès Pannier-Runacher, Deputy Chief Executive O ffi cer until 15 October 2018, comprises the following: l a fi xed part;

and exceptional items that comprise the total compensation and benefits of any kind attributable to the executive corporate officers

Pursuant to Article L. 225-37 of the French Commercial Code, the principles and criteria for determining, distributing and allocating the components of compensation of executive corporate o ffi cers are set out below. This report on the compensation principles was drawn up with the assistance of the Appointments and Compensation Committee and was approved by the Board of Directors on 9 December 2019. Pursuant to the application of Article L. 225-37-2 of the French Commercial Code, the payment of the variable and exceptional compensation items for the 2018/2019 fi scal year is subject to the approval by the Annual Shareholders’ Meeting of the compensation elements for the person in question under the conditions set out in Article L. 225-100 of the French Commercial Code. The Board of Directors is responsible for determining the compensation of the executive corporate o ffi cers and bases its decisions on the advice and recommendations of the Appointments and Compensation Committee. In the interests of transparency and balance, these bodies ensure that the compensation policy for executive o ffi cers takes into account all relevant principles of good governance, in particular those set out

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Compagnie des Alpes I 2019 Universal registration document