Compagnie des Alpes - 2017 Registration Document

5 FINANCIAL INFORMATION

Parent-company financial statements

5.4.4 STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS Shareholders’ Meeting called to approve the financial statements for the fiscal year ended 30 September 2017 Dear Shareholders, As Statutory auditors of the Company, we hereby present to you our report on regulated agreements and commitments. It is our duty to inform you, based on the information provided to us, of the basic features, terms and procedures and justification, in terms of interest for the Company, of the agreements and commitments brought to our attention, or that we identified in the course of our work, without having to comment on their utility or validity or look for other agreements or commitments. It is your responsibility, pursuant to the provisions of Article R. 225-31 of the French Commercial Code, to assess the benefits accruing from these agreements and commitments when considering their approval. In addition, where applicable, we are required to communicate the information provided for in Article R. 225-31 of the French Commercial Code regarding the performance, during the past fiscal year, of any agreements already approved by the Shareholders’ Meeting. For this mission we have applied due diligence that we consider to be in compliance with the professional standards of the French Statutory auditors’ association (Compagnie Nationale des Commissaires aux Comptes). This due diligence consisted of verifying the consistency of the information provided us with the information in the underlying documentation from which it was taken. Agreements and commitments submitted for approval to the Shareholders’ Meeting Agreements and commitments authorised during the past financial year In accordance with the provisions of Article L. 225-40 of the French Commercial Code, we were informed that the following agreements and commitments were subject to the prior authorisation of your Board of Directors. Refinancing – establishment of an amendment to the credit facility agreement and a new depreciable term loan agreement On 26 January 2017, the Board of Directors of Compagnie des Alpes (CDA) decided to authorise the signing of a credit agreement, wherein your Company, acting in the capacity of “Debtor” and “Guarantor”, alongside the “Borrower”, its subsidiary CDA-Financement: z of an amendment to the credit facility agreement dated 7 May 2014: this amendment, which was signed on 23 February 2017, increases the amount of the revolving credit facility from €250 million to a maximum principal amount of €260 million. This made it possible to review the margins and add two one-year extension options (May 2022 and May 2023). CDA-Financement’s outstanding amount at 30 September 2017, corresponding to your Company’s guarantee commitment, was zero as no disbursement had been requested as of 30 September 2017; z a new depreciable term loan agreement for a principal amount of €80 million consisting of a revolving credit facility maturing in 2022 for the A tranche (50%) and in 2023 for the B tranche (50%). CDA-Financement’s outstanding amount at 30 September 2017, corresponding to your Company’s guarantee commitment, was zero as no disbursement had been requested as of 30 September 2017. The carrying costs of these refinancing transactions enacted over the fiscal year were €1.1 million. Persons concerned: Caisse d’Epargne et de Prévoyance de Rhône-Alpes, represented by Marion Rouso, Crédit Agricole des Savoies, represented by Jean-Yves Barnavon, and Banque Populaire d’Auvergne Rhône-Alpes, represented by Daniel Karyotis, directors of Compagnie des Alpes. Justification in terms of benefit for the Company: the establishment of these two agreements is in keeping with the Group’s refinancing, which offers a chance to lock in the current low rates, reduce annual financial expenses and extend the initial maturities. Unemployment insurance of the Chairman and Chief Executive Officer On 9 March 2017, the Board of Directors authorised the purchase of private unemployment insurance from the Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) for Mr Dominique Marcel, Chairman and Chief Executive Officer. The annual cost is €12,000 for the first year of membership. €31,000 will be paid for the subsequent years. Renewal of the severance package due or likely to be paid to Mr Dominique Marcel in the event of the termination of his tenure as Chairman and Chief Executive Officer of Compagnie des Alpes On 9 March 2017, upon the renewal of its term of office, the Board of Directors of Compagnie des Alpes (CDA) decided to renew the commitment made by the Company regarding the severance pay due or likely to be paid to CDA’s Chairman and Chief Executive Officer in the event of the termination of his tenure. Conditions for attribution and calculation are comparable to those that had been decided for the duration of his previous mandate but were restated by the Board of Directors to take into account changes in the provisions of the AFEP/MEDEF Code in this regard. Severance pay may therefore be awarded to Mr Dominique Marcel by the Company under the following conditions: (a) Compensation may 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 Officer, except in case of serious misconduct or gross negligence (as defined by the French Labour Code). No compensation will be paid to Mr 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.

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Compagnie des Alpes I 2017 Registration Document