Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

Items of compensation due or awarded to Deputy CEO Agnès Pannier-Runacher, in respect of her corporate office for the 2018/2019 fiscal year (prorated, due to her departure from the company on 15 October 2018) 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 Deputy 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) Ninth resolution – Approval of the items of compensation due or awarded to Agnès Pannier-Runacher, Deputy Chief Executive Officer, in respect of the 2018/2019 fiscal year . 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 of the items of compensation and bene fi ts of any kind paid or awarded for the 2018/2019 fi scal year to Agnès Pannier-Runacher for her o ffi ce as Deputy 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 officers” and “3.3.1.5 Draft resolutions concerning the compensation policy” (ii) ). Pursuant to Article L. 225-100 of the French Commercial Code, the Shareholders’ Meeting will be asked to approve the following items of compensation due or awarded to Deputy CEO Agnès Pannier-Runacher in respect of the 2018/2019 fi scal year, calculated on a prorated basis for the period running from 1 to 15 October 2018, due to her departure from the Company on 15 October 2018.

SUMMARY OF THE ITEMS OF COMPENSATION AWARDED TO AGNÈS PANNIER-RUNACHER FOR THE 2018/2019 FISCAL YEAR (PRORATED BASIS)

Amounts due or awarded for FY 2018/2019 ( prorated )

Compensation elements

Comments

Fixed compensation

€10,362

At its meeting of 24 January 2019, the Board of Directors decided to maintain her compensation as determined for the 2017/2018 fi scal year but calculated on her attendance time during the 2018/2019 fi scal year, i.e. from 1 to 15 October 2018, based on an annual amount of €260,000. Or 48.46% of the reference annual fi xed compensation, prorated due to her departure from the Company on 15 October 2018. 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 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), P from 0 to 4% based on the free cash fl ow for the fi scal year; P from 0 to 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. P from 0 to 25% according to the following quantitative criteria: P from 0 to 12.5% based on Group EBITDA for the fi scal year, Agnès Pannier-Runacher bene fi ted from the pro fi t-sharing agreement in force within CDA. As is the case for the Chairman and Chief Executive O ffi cer, Agnès Pannier-Runacher was not a bene fi ciary of the performance share plans. The severance package that would have been payable to Agnès Pannier-Runacher in the event of her dismissal (except in the case of serious misconduct or gross negligence) became null and void due to her resignation from the Company on 15 October 2018. Agnès Pannier-Runacher was a member of the complementary retirement scheme applicable to the Group’s senior o ffi cers and senior executives. This comprised a de fi ned-contribution plan and a de fi ned-bene fi t plan that guaranteed, upon retirement, a pension equal to 1% of her last annual compensation ( fi xed + variable) per year of seniority, up to a maximum of 10% of this last compensation. Due to her resignation from the Company on 15 October 2018, Agnès Pannier-Runacher is no longer eligible for the complementary de fi ned-bene fi t retirement scheme. However, she will keep the rights gained under the de fi ned-contribution retirement scheme (see item (ix) of section 3.3.1.2). Agnès Pannier-Runacher was covered by the collective health and pension plan in operation at CDA, in the same way and under the same conditions as Company employees. Agnès Pannier-Runacher was not subject to a non-competition clause. Agnès Pannier-Runacher did not receive any multi-year variable compensation. Agnès Pannier-Runacher did not receive any compensation in respect of the o ffi ces they hold within the Group. Agnès Pannier-Runacher did not receive any exceptional compensation.

Variable compensation €5,022

Multi-year variable compensation

N/A

Compensation in respect of the corporate o ffi ce

N/A

Exceptional compensation N/A Pro fi t-sharing agreement €1,205

Stock option or performance share grants Welcome or severance package

N/A

No payment

Non-competition indemnity

N/A

Complementary retirement plan -

Complementary health and pension plan

-

Bene fi ts of all kinds

€306

Agnès Pannier-Runacher was allocated a company car.

72

Compagnie des Alpes I 2019 Universal registration document