Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

SUMMARY OF COMPENSATION PRINCIPLES AND CRITERIA In accordance with Article L. 225-37-2 of the French Commercial Code, the Shareholders’ Meeting will be asked to approve the principles and criteria for the compensation of the Chairman and Chief Executive O ffi cer for the 2019/2020 fi scal year, as set out below and in sections 3.3.1.2 and 3.3.1.4 of this chapter.

Compensation elements

Details

Fixed compensation

Gross fi xed compensation for 2019/2020 (change in fi xed compensation to €400,000 on 9 March 2017, the date of renewal of his term). The amount of Dominique Marcel’s annual fi xed compensation has remained unchanged since the Board of Director’s decision of 9 March 2017. 12.5% of the basic annual salary. The targets for the variable portion of the compensation are liable to change, along with the assessment of their achievement: P from 0 to 6.25% (up to a maximum of €25 thousand) of his annual fi xed compensation based on the following quantitative criteria: P from 0 to 3.125% based on Group EBITDA for the fi scal year, P from 0 to 2.125% based on Group net debt calculated at the end of the fi scal year, P from 0 to 1% based on the free cash fl ow for the fi scal year; P 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 (ii) the roll-out of the fi rst initiatives of the “Corporate Social Responsibility” (CSR) roadmap.

Variable compensation

Multi-year variable compensation Dominique Marcel does not receive any multi-year variable compensation. Compensation linked to Director’s duties and the role of Chairman of the Board of Directors

Dominique Marcel does not receive any compensation in respect of his corporate o ffi ces as Director and Chairman of the Board of Directors within the Group.

Exceptional compensation Pro fi t-sharing agreement Stock option or performance share grants

Dominique Marcel does not receive any exceptional compensation.

Dominique Marcel bene fi ts from the incentive agreement in force within the Company.

Dominique Marcel is not a bene fi ciary of the performance share plans.

Welcome or severance package In certain cases Dominique Marcel will receive a severance package upon leaving the CDA Group. This will be equal to two years’ compensation (last fi xed + variable compensation), subject to the achievement of individual and Group performance criteria that have been veri fi ed by the Board of Directors. When Dominique Marcel’s term was renewed, the renewal of this commitment was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017. Non-competition indemnity Dominique Marcel is not subject to a non-competition clause. Complementary retirement plan Dominique Marcel is a member of the complementary retirement plan applicable to the Group’s Executive corporate

o ffi cers and senior executives, this comprises a de fi ned-contribution plan and a de fi ned-bene fi t plan that guarantees, upon retirement, a pension equal to 1% of his last annual compensation ( fi xed + variable) per year of seniority, up to a maximum of 10% of this last compensation. When Dominique Marcel’s term was renewed, the renewal of this commitment was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017. Dominique Marcel is covered by the collective health and pension plan in force within the Company, in the same way and under the same conditions as other employees. On 9 March 2017, the Board of Directors approved the purchase by the Company of private unemployment insurance from the Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) for Dominique Marcel in his capacity as Chairman and Chief Executive O ffi cer. This insurance pays a daily indemnity to corporate o ffi cers in the event of an involuntary termination of professional activity due to dismissal or non-renewal of term of o ffi ce. Accordingly, the corporate o ffi cer will receive, from the 31st day of the involuntary loss of professional activity and for its duration, daily unemployment bene fi ts for a maximum period of 24 months (after the end of the fi rst year of a ffi liation). The total amount of compensation paid in the event of involuntary loss of professional activity may in no case exceed 70% of the annual net income of the previous fi scal year, excluding any dividends. Dominique Marcel has been allocated a company car.

Complementary health and pension plan

Bene fi ts of all kinds

Private unemployment

(ii) Items of compensation due or awarded to executive corporate officers and requiring shareholder approval ( ex-post vote) Items of compensation due or awarded to the Chairman and Chief Executive Officer in respect of his corporate office for the 2018/2019 fiscal year The payment of the variable and exceptional compensation shall be conditional upon approval, by the Ordinary Shareholders’ Meeting,

of the items of compensation payable to the Chairman and Chief Executive O ffi cer under the conditions laid down in Article L. 225- 100 of the French Commercial Code, as presented in the following resolution: Draft resolution submitted for shareholder approval pursuant to Article L. 225-100 of the French Commercial Code ( ex-post vote) Eighth resolution – Approval of items of compensation due or awarded to Dominique Marcel, Chairman and Chief Executive O ffi cer, in respect of the 2018/2019 fi scal year.

70

Compagnie des Alpes I 2019 Universal registration document