Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

Severance pay may therefore be awarded to Dominique Marcel by the Company under the following conditions (1) : (a) Compensation will 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 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; (b) Severance pay is subject to individual and Group performance criteria. These performance criteria shall be assessed on the date the tenure of corporate office is terminated: z individual performance criteria: shall be met if, averaged over the previous three full fiscal years, the average bonus awarded by the Board to Mr Marcel exceeds 30% of the maximum bonus, z Group performance criteria: shall be met if, averaged over the previous three full fiscal years, and on the basis of the consolidated accounts, the EBITDA margin is at least 20% like for like. The Board may revise these performance criteria whenever a mandate is renewed; (c) The amount of this severance pay shall be twice Mr Marcel’s “basic annual salary”. The “basic annual salary” shall be his last gross basic annual salary, including the gross amount of the bonus paid him for the most recent full fiscal year, and excluding the amount of benefits in kind, reimbursements for professional expenses, and any financial instruments and stock options granted during that period. Severance pay shall only be due after the CDA Board of Directors has ascertained that the above criteria have been met. It shall be deemed to include any compensation for unfair dismissal. Severance package for Agnès Pannier-Runacher, Deputy Chief Executive Officer Following decisions taken by the Board of Directors on 18 December 2012, the Company may award Agnès Pannier-Runacher severance pay if she has to leave the Company permanently (becoming neither an employee nor corporate officer of the Company or any Group company) because her mandate is terminated for reasons other than serious misconduct or gross negligence under French Labour Code criteria. This severance pay, which is separate from normal compensation, will be twice Agnès Pannier-Runacher’s “basic annual salary” (as defined above). Payment is subject to the same performance criteria mentioned above in respect of Dominique Marcel’s severance package.

This severance pay shall also only be due after the Board of Directors has ascertained that the relevant criteria have been met and shall be deemed to include any compensation for unfair dismissal. A regulated, collective complementary retirement plan Compagnie des Alpes has put in place a mixed complementary retirement plan, comprising a defined-contributions pension plan and a defined-benefits pension plan, in accordance with the provisions of Article L. 911-1 of the Social Security Code. z The defined-contributions pension plan (Article L. 242-1 of the Social Security Code) benefits all of the staff of the headquarters entities, including Executive corporate officers, with no condition of presence or seniority. The defined contributions (individual accounts) are equal to 7% of the annual compensation for each beneficiary (capped at five times the social-security ceiling, or €196,140 on an annual basis in 2017). Contributions to the savings plan are split between the employer (4%) and employee (3%), notwithstanding the employee’s status and age. The rights are acquired monthly and liquidated when the beneficiaries end their professional career. z The defined-benefits pension plan (Article L. 137-11 of the Social Security Code), which is fully funded by Compagnie des Alpes, is open to corporate officers, senior executives and category-CIII managers (66 beneficiaries). This second plan allows beneficiaries who end their professional career within the Group to benefit, when they take their pension, from a retirement pension equal to 1% of their basic annual salary (last basic annual salary comprising fixed and variable parts) per year of seniority, up to a maximum of 10% of this compensation, less the pension received under the defined contribution plan. Upon retirement the beneficiary may opt to receive a life annuity with a 60% survivor pension. The pension plan contributions paid by the Company are not subject to employer social security contributions, nor to the CSG (general social contribution) or CRDS (social debt reimbursement contribution) levies. The Company must pay an employer social security contribution amounting to 32% of the pensions liquidated since 1 January 2013 and to 16% of the pensions liquidated before 1 January 2013. In accordance with Article L. 225-42-1 of the French Commercial Code, the continuation of this commitment regarding Dominique Marcel was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017, when his mandate as Chairman and Chief Executive Officer of the Company was renewed. Profit-sharing agreement Dominique Marcel and Agnès Pannier-Runacher are beneficiaries of the CDA profit-sharing agreement. For more information on this agreement, see section 4.2.3.2 “Employee profit-sharing” in Chapter 4 - “Social, societal and environmental information”. No granting of stock options and performance shares At their request, the Executive corporate officers of Compagnie des Alpes have no longer been beneficiaries of the plans implemented by Compagnie des Alpes since 2009/2010.

(1) Conditions for attribution and calculation comparable to those that had been decided for the duration of his previous mandate, but restated by the Board of Directors to take into account changes in the provisions of the AFEP-MEDEF Code in this regard.

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Compagnie des Alpes I 2017 Registration Document