Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

(ii) Variable compensation The variable portion of the executive corporate o f ficers’ annual compensation consists of annual bonuses linked to the achievement of both qualitative and quantitative targets that are set for a fi scal year. At the beginning of each fiscal year, on the proposal of the Appointments and Compensation Committee, the Board de fi nes each of the targets set for the executive corporate o ffi cers for the fi scal year in question, based on quantitative and qualitative criteria (including non- fi nancial aspects), in accordance with the AFEP-MEDEF Code of Corporate Governance. Following the end of the fiscal year, the Appointments and Compensation Committee assesses the achievement of these targets and, on the basis of its appraisal, the Board then decides to grant the executive corporate o ffi cers all or part of the variable portion of the compensation expressed as a percentage of the annual fi xed compensation. The variable portion of the compensation allocated for a fi scal year is therefore liquidated and paid during the following year, after approval by the Annual General Meeting of Shareholders, in accordance with Article L. 225-37-2 of the French Commercial Code. Dominique Marcel, Chairman-Chief Executive Officer (a) In respect of the 2018/2019 fiscal year , the performance criteria for the assessment of the variable compensation payable by the Company to Dominique Marcel were set as follows by the Board of Directors on 24 January 2019: l from 0 to 6.25% of his annual fi xed compensation according to the following quantitative criteria: l from 0 to 3.125% based on Group EBITDA for the fi scal year, l from 0 to 2.125% based on Group net debt calculated at the end of the fi scal year. This is the net debt as published in the 2019 Universal Registration Document, which may be restated for changes in the scope of consolidation (disposals and acquisitions), l from 0 to 1% based on the free cash fl ow for the fi scal year; l from 0 to 6.25% of his annual fi xed compensation according to qualitative criteria related to (i) the achievement of speci fi c targets linked to the deployment of the strategy in each of the business units, (ii) the preparation of partnerships with shareholders and industrial players to deliver this strategy and (iii) the "Corporate Social Responsibility" (CSR) roadmap. The maximum amount of variable compensation payable to the Chairman and Chief Executive O ffi cer was reduced to 12.5% of his annual fi xed compensation from 9 March 2017 (compared to 50% previously), if the performance criteria are fully met. Based on the work and proposals of the Appointments and Compensation Committee, the Board of Directors at its meeting of 9 December 2019 reviewed the level of achievement of the targets. After consulting the Appointments and Compensation Committee, it noted that, in respect of the targets, the performance criteria for the variable compensation of Dominique Marcel had been 97% met. As a result, it decided that Dominique Marcel would receive, during the 2019/2020 fi scal year, in respect of the 2018/2019 fi scal year, 97% of his annual variable compensation, i.e. a gross amount of €48,468, which is less than 12.12% of his annual fi xed compensation. (b) In respect of the 2019/2020 fiscal year, the variable compensation payable to Dominique Marcel will be based on the following targets: At its meeting of 9 December 2019, the Board of Directors decided that Dominique Marcel’s variable compensation in respect of the 2019/2020 fi scal year could be as follows:

l variable compensation which is partly based on non-financial performance criteria;

l pro fi t-sharing, as per the incentive agreement; l bene fi ts in kind, in the form of a company car;

l the cover provided by the Group insurance plan (complementary retirement scheme) composed of membership of a de fi ned-bene fi t pension plan and membership of a de fi ned-contribution pension plan; l the cover provided by the complementary health and pension plan in force within the Company. Moreover, Chairman and Chief Executive O ffi cer Dominique Marcel may be granted a severance package in the event of his departure from his position (such a severance package no longer applies to Deputy CEO Agnès Pannier-Runacher, as she left the Company on 15 October 2018). Dominique Marcel also has private unemployment insurance cover. (i) Fixed compensation At the beginning of each fi scal year, or upon each new appointment or mandate renewal, on the proposal of the Appointments and Compensation Committee, the Board determines the fixed compensation of the executive corporate o ffi cers in respect of the fi scal year. The fi xed compensation serves as a basis to determine the variable compensation. Dominique Marcel, Chairman-Chief Executive Officer The compensation of Dominique Marcel is paid in virtue of his Executive Management role through his corporate o ffi ce, and not as Chairman of the Board, for which there is no compensation. Except in exceptional circumstances, the amount of the fixed compensation is only reviewed at relatively long intervals, in accordance with the AFEP-MEDEF Code of Corporate Governance. The annual fi xed compensation of the Chairman and Chief Executive O ffi cer therefore did not change between 2010 and 2017. The fi xed compensation paid to Dominique Marcel was increased to €400,000 starting 9 March 2017, when the Chairman and Chief Executive O ffi cer’s mandate was renewed. Dominique Marcel agreed that his total compensation should be capped and therefore reduced to comply with the rules imposed on public sector companies, even though Compagnie des Alpes, a private company, is not subject to this regulation. Dominique Marcel thus received €400,000 in respect of the 2018/2019 fiscal year. The amount of Dominique Marcel’s annual fi xed compensation has remained unchanged since the Board of Director’s decision of 9 March 2017. Agnès Pannier-Runacher, Deputy Chief Executive Officer until 15 October 2018 The annual fi xed compensation of Agnès Pannier-Runacher amounted to €260,000, as determined on 10 December 2015 (this was the fi rst increase in fi xed compensation for Executive Management since 2010). It was raised to this amount by the Board of Directors in order to align this fi xed part with the practices of the sector for equivalent functions and to take into account the functional evolution of the mandate within the Group, in the context of improved Group results. Agnès Pannier-Runacher left the Company on 15 October 2018. Her fi xed compensation in respect of the fi rst fi fteen days of the 2018/2019 year amounts to €10,362.

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Compagnie des Alpes I 2019 Universal registration document