Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

Voting under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings pursuant to the provisions of Article L. 225-100 of the French Commercial Code, the Shareholders’ Meeting, having taken note of of the report of the Board of Directors, approves all the items of compensation and bene fi ts of any kind paid or awarded for the 2018/2019 fi scal year to Dominique Marcel for his o ffi ce as Chairman and Chief Executive O ffi cer as presented in the

Company’s corporate governance report, pursuant to Article L. 225-37 of the French Commercial Code, and included in the 2019 Universal Registration Document ( “Chapter 3. Corporate governance” – “3.3 Compensation of corporate officers” – “3.3.1. Compensation and benefits of any kind awarded to executive corporate officer”, and “3.3.1.5 Draft resolutions concerning the compensation policy” (ii) ).

SUMMARY OF THE ITEMS OF COMPENSATION AWARDED TO DOMINIQUE MARCEL FOR THE 2018/2019 FISCAL YEAR Pursuant to Article L. 225-100 of the French Commercial Code, the Shareholders’ Meeting will be asked to approve the following items of the compensation package due or awarded to Dominique Marcel, Chairman and Chief Executive O ffi cer, in respect of the 2018/2019 fi scal year.

Amounts due or awarded for FY 2018/2019

Compensation elements

Comments

Fixed compensation €400,000 Variable compensation €48,468

Gross fi xed compensation for 2018/2019.

Or 12.12% of basic annual fi xed compensation. The targets for the variable portion of the compensation are set out below, along with information on the assessment of their achievement:

P from 0 to 6.25% according to 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. 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), P from 0 to 1% based on the free cash fl ow for the fi scal year; P from 0 to 6.25% 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, (ii) the preparation of partnerships with shareholders and industrial players to deliver this strategy and (iii) the "Corporate Social Responsibility" (CSR) roadmap.

Multi-year variable compensation

N/A

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

N/A

Dominique Marcel receives no compensation in respect of the o ffi ces he holds within the Group.

Exceptional compensation Pro fi t-sharing agreement

N/A

Dominique Marcel does not receive any exceptional compensation.

€30,245

Dominique Marcel bene fi ts from the pro fi t-sharing agreement in force within CDA.

Stock option or performance share grants

N/A

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

Welcome or severance package

No payment

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 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. 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 not subject to a non-competition clause.

Non-competition indemnity Complementary retirement plan

N/A

At 30 September 2019, the Company’s actuarial obligation amounted to €1,467,735. The total for the de fi ned- bene fi t and de fi ned- contribution plans amounts to €55,620

Complementary health and pension plan

-

Dominique Marcel is covered by the collective health and pension plan in operation at CDA, in the same way and under the same conditions as Company employees.

Bene fi ts of all kinds

€6,755

Dominique Marcel has been allocated a company car.

Private unemployment At 30 September 2019, the unemployment insurance expense

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. The total amount of the indemnities paid is capped (see (viii) of section 3.3.1.2).

paid by the Company amounted to €13,000 for the fi scal year

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Compagnie des Alpes I 2019 Universal registration document