Compagnie des Alpes - 2017 Registration Document

6 SHARE CAPITAL AND SHAREHOLDER STRUCTURE Shareholder structure

6.2.2 ENTITIES OR PERSONS WITH CONTROLLING CAPACITY The Caisse des Dépôts, being the reference shareholder with a 39.47% interest, declares that it controls Compagnie des Alpes and hence is considered a related party within the meaning of IAS 24. The financial statements of the CDA Group are fully consolidated in the consolidated financial statements of the Caisse des Dépôts.

The Caisse des Dépôts has only four seats out of a total of twelve on the Board, one out of four on the Audit and Finance Committee, one out of four on the Appointments and Remuneration Committee, and two out of six on the Strategy Committee. The composition of each corporate body ensures the Company is not controlled in a detrimental way. To the best of the Company’s knowledge, there are no agreements or commitments binding one or more shareholders that could lead to a subsequent change of control.

Nevertheless, the composition of the Board of Directors follows the principles set out in Chapter 3, section 3.1.1.1 above, which, given the presence of a reference shareholder (Caisse des Dépôts), are intended to promote a democratic, collective representation of shareholders and take adequate account of corporate interests, mainly through the appointment of at least four independent Directors.

6.2.3 SHAREHOLDERS’ AGREEMENTS

To the best of the Company’s knowledge, there are no shareholder agreements, preferred agreements, or any other type of contract whose execution could at a later date entail a change in ownership.

6.2.4 PORTION OF THE COMPANY’S SHARE CAPITAL PLEDGED AS SECURITY OR SUBJECT TO OTHER RESTRICTIONS

To the best of the Company’s knowledge, no CDA share was pledged or was subject to other restrictions at 30 September 2017.

6.2.5 DEVELOPMENT OF THE INDIVIDUAL SHAREHOLDER BASE Created in September 2005, the Shareholders’ Club is designed to disseminate information about the Group to Compagnie des Alpes shareholders. Club membership is free of charge and accessible to any shareholder owning at least one registered share.

200 shares at 30 September of the relevant year, provides commercial offers on ski lift passes or entry tickets for Group parks. Further information on membership can be downloaded from the CDA website or obtained directly from the Company headquarters. Compagnie des Alpes was also the first French midcap to create a Shareholders’ Advisory Committee (see 6.3 below).

It offers several services to members (CDA newsletter, invitations to meetings and conferences) and, provided the shareholder owns at least

6.2.6 EMPLOYEE SHAREHOLDERS In 1995, Compagnie des Alpes set up a Group Employee savings plan with the aim of allowing CDA Group employees to benefit from growth in earnings through the rising share prices of their CDA stock. Accordingly under the Group Employee savings plan, employees may invest in a shareholders’ investment fund, CDA Actionnariat, which is invested entirely in CDA shares.

The CDA Actionnariat employee investment fund held 330,000 shares, i.e. 1.35% of CDA share capital at 30 September 2017, compared with 1.38% at the close of the previous reporting period. Besides, senior executives as well as certain other Group managers are eligible for stock option plans and/or performance share awards implemented by CDA.

6.2.7

CORPORATE OFFICERS’ AND SENIOR MANAGERS’ SHAREHOLDINGS AND TRADING

Director shareholding in the share capital of the issuer

Trading of Company shares by Directors and persons related to them, Executive corporate officers and other managers covered by the Monetary and Financial Code In the past fiscal year and to the Company’s knowledge, no securities transaction as defined by Article L. 621-18-2 of the Monetary and Financial Code has taken place or been reported to the AMF, the French Financial Markets Authority. The Corporate Governance Charter provides for abstention obligations during precise periods (closed periods) prior to the publication of press releases on annual and half-yearly results, as well as on quarterly information.

The number of shares owned by each Director is given in Chapter 3, section 3.1.1.2. The Compagnie des Alpes Corporate Governance Charter includes a stipulation that Directors must hold a minimum quota of shares, set out in Chapter 3, section 3.1.1.1. Executive corporate officer shareholding in the share capital of the issuer The number of shares owned by each Executive corporate officer is given in Chapter 3, sections 3.1.1.3 and 3.1.2.2.

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Compagnie des Alpes I 2017 Registration Document