Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

(b) Variable compensation in respect of the 2019/2020 fiscal year is not applicable to Agnès Pannier-Runacher due to her departure from the Company on 15 October 2018. For information purposes, it should be noted that the compensation paid to the other members of the Executive Committee also comprises a fi xed and a variable portion, the latter of which can vary between 0% and 40% of their annual fi xed compensation depending on the achievement of qualitative targets speci fi c to each bene fi ciary and quantitative Group performance targets common to all Committee members, with the exception of Operations Directors, whose quantitative performance targets are based on the performance of their Business Unit and of the Group. (iii) Profit-sharing agreement Dominique Marcel and Agnès Pannier-Runacher are covered by Compagnie des Alpes’ incentive agreement. For more information on this agreement, see section 4.2.4.2 “Compensation and employee bene fi ts” in Chapter 4 “Statement of non- fi nancial performance”. In respect of the 2018/2019 fi scal year, each of them received a gross amount of €19,803. (iv) Benefits in kind For the ful fi lment of their duties, the Chairman and Chief Executive O ffi cer (and the Deputy Chief Executive O ffi cer up until 15 October 2018) are provided with a company car (for details, see Table 2 in section 3.3.1.4). (v) No granting of stock options and performance shares At their request, the executive corporate o f ficers of Compagnie des Alpes are no longer bene fi ciaries of the plans implemented by Compagnie des Alpes since fi scal year 2009/2010. (vi) Conditional severance package for Dominique Marcel, Chairman and Chief Executive Officer (1) Dominique Marcel may be awarded a severance package linked to the end of his corporate term of o ffi ce. Dominique Marcel’s severance package was determined by the Board of Directors on 19 March 2009 and approved for the fi rst time by the Shareholders’ Meeting of 18 March 2010. The continuation of this commitment was then submitted twice to the Shareholders’ Meeting for approval when the term as Director of Dominique Marcel was renewed (Shareholders’ Meetings held in 2013 and 2017). Severance pay may therefore be awarded to Dominique Marcel by the Company under the following conditions (2) : (a) compensation will be paid in the event of forced departure from the Company, regardless of the form of such departure and in particular following the revocation or non-renewal of his position as Chairman and Chief Executive O ffi cer, except in case of serious misconduct or gross negligence (as de fi ned by the French Labour Code). No compensation will be paid to Dominique Marcel if he leaves the Company on his own initiative to perform new duties or changes position within the Group, or if he has the option to claim his pension rights at full rate, or in the case of serious misconduct or gross negligence;

l from 0 to 6.25% (up to a maximum of €25 thousand) of his annual fi xed compensation based on 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, l from 0 to 1% based on the free cash fl ow for the fi scal year; l from 0 to 6.25% (up to a maximum of €25 thousand) of his annual fi xed compensation based on 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 (securing the loyalty of customers and attracting new ones, distribution, accommodation and attractiveness, the completion of structural projects and customers’ Very High Satisfaction), (ii) participation in the consolidation of each of the business lines and (iii) the roll-out of the fi rst initiatives of the “Corporate Social Responsibility” (CSR) roadmap. Agnès Pannier-Runacher, Deputy Chief Executive Officer until 15 October 2018 The variable portion of the annual compensation of Agnès Pannier- Runacher could reach 50% of her annual fi xed compensation up to the date of her departure from Compagnie des Alpes, i.e. on 15 October 2018. (a) In respect of the 2018/2019 fiscal year , the performance criteria for the assessment of the variable compensation payable by the Company to Agnès Pannier-Runacher were set as follows by the Board of Directors on 24 January 2019: l from 0 to 25% of her annual fi xed compensation according to the following quantitative criteria: l from 0 to 12.5% based on Group EBITDA for the fi scal year, l from 0 to 8.5% 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 4% based on the free cash fl ow for the fi scal year; l from 0 to 25% based on qualitative criteria related to (i) the achievement of specific 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. At its meeting of 9 December 2019, on the advice of the Appointments and Compensation Committee, the Board of Directors noted that, in view of her departure from the Company on 15 October 2018, the performance criteria for the variable compensation of Agnès Pannier-Runacher had been 97% met for the period running from 1 to 15 October 2018. Given her departure from the Company on 15 October 2018, the annual variable compensation payable to Agnès Pannier-Runacher in respect of the 2018/2019 fi scal year, calculated on a prorated basis, amounts to €5,022 (gross).

(1) The severance package of Deputy Chief Executive Officer Agnès Pannier-Runacher has become null and void due to her departure from the Company on 15 October 2018. (2) Conditions for attribution and calculation comparable to those that had been decided for the duration of his previous mandate, but restated by the Board of Directors to take into account changes in the provisions of the AFEP-MEDEF Code in this regard.

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Compagnie des Alpes I 2019 Universal registration document