Compagnie des Alpes - 2017 Registration Document

6 SHARE CAPITAL AND SHAREHOLDER STRUCTURE Share capital

6.1.5

MANAGEMENT AND EMPLOYEE INTEREST IN THE SHARE CAPITAL OF COMPAGNIE DES ALPES

Full vesting of performance shares granted under Plan no. 18 Following an assessment of the achievement of the performance criteria, 44,695 performance shares granted under Plan no. 18, implemented in 2016, were fully vested. The vesting of performance shares granted under Plan no. 18 not only required the beneficiaries to be part of the Group on the vesting date but was subject to the following performance criteria being met. For members of the Executive Committee , the shares awarded were to be fully vested only. (i) for half of the shares awarded, if the Group’s financial targets, as defined in Chapter 5, Note 1.11 to the consolidated financial statements, had been achieved, measured on the basis of ROCE growing over two years (cumulated ROCE 2014/2015 and 2015/2016) relative to the previous two years (cumulated ROCE 2012/2013 and 2013/2014), (ii) for half of the shares awarded, if a qualitative performance condition, relating to the contribution of each of the beneficiaries to the achievement of the Group’s strategic objectives, assessed over two years (2014/2015 and 2015/2016), was met. The Board of Directors assessed the achievement of the financial performance criterion underlying the full vesting of performance shares granted to members of the Executive Committee. It found that the ROCE target had been met at 30 September 2016, so the award based on the achievement of Group targets was 100%. Following the assessment of the achievement of the qualitative performance criterion, for which the Chairman and Chief Executive Officer is responsible, the members of the Executive Committee received a total of 7,400 shares. For the other beneficiaries , full vesting depended on each beneficiary’s contribution to the Group and its managerial performance over the last two fiscal years. This contribution was assessed for each beneficiary by the Executive Management and a total of 37,295 shares became fully vested for 136 senior executives and other members of the Group’s management. From their vesting date, performance shares awarded under Plan no. 18 must be held for at least two years. Plans outstanding for performance share grants (Table 10 of the AMF classification) Outstanding plans are shown in Chapter 5 in Note 6.9 to the Consolidated Financial Statements. The free shares granted within the Group are all Compagnie des Alpes shares. A total of 113,950 rights to free shares remained in circulation on 30 September 2017. These shares will only be fully vested once the Board of Directors determines that the performance conditions have been achieved. They represent 0.47% of the capital of Compagnie des Alpes. With the exception of the plans described above, there are no other potentially dilutive instruments.

From fiscal year 2009/2010, the plans implemented by Compagnie des Alpes to build loyalty amongst senior executives and certain Group managers were limited to “performance share grants”, excluding any issue of stock options. Compagnie des Alpes’ Executive corporate officers no longer wished to receive these awards as of 2009/2010. 6.1.5.1 Stock options The 34,536 stock options in circulation under Plan no. 12 (see Chapter 5, Note 6.9 to the Consolidated Financial Statements) reached maturity in March 2016. None of these options was exercised before this date due to the strike price being higher than the current stock price. On the date of publication of this annual report there were no outstanding stock options. 6.1.5.2 Performance shares Performance shares awarded for the 2016/2017 fiscal year Consequent to decisions of the Shareholders’ Meeting of 10 March 2016, on 28 March 2017 Compagnie des Alpes implemented a new performance share plan (Plan no. 20), under which a total of 59,400 performance shares have been granted and distributed between 159 Group employees. As with previous plans, shares will only be fully vested if the beneficiary remains at the Group (notwithstanding retirement) and has met a performance target after a two-year period. For beneficiaries who are members of the Executive Committee, the shares initially awarded will be fully vested only: (i) for half of the shares awarded, if the Group’s financial targets, measured on the basis of ROCE growing over two years (2016/2017 and 2017/2018) relative to the previous two years, are achieved; and (ii) for half of the shares awarded, if a qualitative performance condition, relating to the contribution to the Group’s strategic objectives and to the implementation of the Business Plan of Compagnie des Alpes, assessed over two years (2016/2017 and 2017/2018), has been met. For other recipients, free shares will be fully vested only if a qualitative performance condition has been met, relating to “the contribution of each beneficiary to the implementation of the Business Plan of Compagnie des Alpes and its managerial performance”, over two years (2016/2017 and 2017/2018). Assuming they are fully vested, these shares will then have to be held for at least two years by their beneficiaries. These shares are recognised at fair value at the grant date, without subsequent revaluation. Fair value is determined by an actuarial calculation using the binomial options-pricing model, after taking into account the probability of the average time of participation of beneficiaries at the end of the vesting period. The resulting value per share is €19.24 for Plan no. 20.

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Compagnie des Alpes I 2017 Registration Document