Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

3.3.1.2 Individual compensation of executive corporate officers for the 2016/2017 fiscal year Fixed compensation Dominique Marcel 's fixed compensation as Chairman and Chief Executive Officer raised from €360,000 to €400,000 starting 9 March 2017, when the Chairman and Chief Executive Officer’s mandate was renewed. The total compensation of the Chairman and Chief Executive Officer was capped to comply with the rules for public sector companies, even though Compagnie des Alpes, a private company, is not subject to those regulations. The annual fixed compensation of Agnès Pannier-Runacher has been €260,000 since 1 st January 2016 (this was the first increase in fixed compensation for Executive Management since 2010). It was raised to this amount by the Board of Directors in order to align this fixed part with a level more in line with the practices of the sector for equivalent functions, and to take into account the functional evolution of the mandate within the Group, and this in the context of improving Group results. 2016/2017 variable compensation 2016/2017 variable compensation for Dominique Marcel 2016/2017 targets for determining the granting of Dominique Marcel’s variable portion until 8 March 2017 In December 2015, the Board of Directors decided that the variable compensation of Dominique Marcel and Agnès Pannier-Runacher for the 2016/2017 fiscal year could vary between 0% and 50% of the fixed annual reference compensation and would be determined in the following manner: z from 0% to 25% of the basic annual salary, according to qualitative criteria relating to the Group strategy and resource optimisation; z from 0 % to 25% of the basic annual salary, according to quantitative criteria linked to the meeting of budgetary objectives in terms of: (i) EBITDA (gross operating income) for the fiscal year (from 0% to 12.5% of the basic salary depending on the level reached), (ii) net debt calculated at the end of the fiscal year (from 0% to 8.5% of the basic salary depending on the level reached), and (iii) the free cash flow generated by the Group over the year (from 0% to 4% of the basic salary depending on the level reached). 2016/2017 targets for determining the granting of Dominique Marcel’s variable portion starting from 9 March 2017 On 9 March 2017, the Board of Directors decided that the variable compensation of Dominique Marcel and Agnès Pannier-Runacher for the 2016/2017 fiscal year could vary between 0% and 12.5% of the fixed annual reference compensation and would be determined in the following manner: z from 0% to 6.25% of the basic annual salary, according to qualitative criteria relating to the Group strategy and resource optimisation; z from 0% to 6.25% of the basic annual salary, according to quantitative criteria linked to the meeting of budgetary objectives in terms of: (i) EBITDA (gross operating income) for the fiscal year (from 0% to 3.125% of the basic salary depending on the level reached), (ii) net debt calculated at the end of the fiscal year (from 0% to 2.125% of the basic salary depending on the level reached), and (iii) the free cash flow generated by the Group over the year (from 0% to 1% of the basic salary depending on the level reached).

Private unemployment insurance granted to Dominique Marcel, Chairman and Chief Executive Officer On 9 March 2017, in accordance with the provisions of Article L. 235-38 of the French Commercial Code, the Board of Directors approved the purchase by the Company of private unemployment insurance from the Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) for Dominique Marcel in his capacity as Chairman and Chief Executive Officer. Note that Dominique Marcel does not have an employment contract with the Company. This insurance pays a daily indemnity to corporate officers in the event of an involuntary termination of professional activity due to dismissal or non-renewal of term of office. Accordingly, after a period of 12 months of continuous membership, the corporate officer will receive, from the 31 st day of the involuntary loss of professional activity and for its duration, daily unemployment benefits for a maximum period of 24 months (after the end of the first year of affiliation). The total amount of compensation paid in the event of involuntary loss of professional activity may in no case exceed 70% of the annual net income of the previous fiscal year, excluding any dividends. Draft resolutions submitted for shareholder approval pursuant to Article L. 225-37-2 of the French Commercial Code Approval of the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items that comprise the total compensation and benefits of any kind attributable to Dominique Marcel, Chairman and Chief Executive Officer. Voting under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, and having considered the special report of the Board of Directors, the Shareholders’ Meeting approves, pursuant to Article L. 225-37-2 of the French Commercial Code, the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Mr Dominique Marcel, Chairman and Chief Executive Officer, detailed in the attached report mentioned in Article L. 225-100 of the French Commercial Code, and presented in the 2017 Registration Document (Chapter 3. Corporate governance – 3.3. Compensation of corporate officers – 3.3.1. Executive corporate officers – 3.3.1.1. Report on the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items that comprise the total compensation and benefits of any kind attributable to executive corporate officers). Approval of the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items that comprise the total compensation and benefits of any kind attributable to Agnès Pannier- Runacher, Deputy Managing Director. Voting under the conditions of quorum and majority required for Ordinary Shareholders’ Meetings, and having considered the special report of the Board of Directors, the Shareholders’ Meeting approves, pursuant to Article L. 225-37-2 of the French Commercial Code, the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Mrs Agnès Pannier-Runacher, Deputy Managing Director, detailed in the attached report mentioned in Article L. 225-100 of the French Commercial Code, and presented in the 2017 Registration Document (Chapter 3. Corporate governance – 3.3. Compensation of corporate officers – 3.3.1. Executive corporate officers – 3.3.1.1. Report on the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items that comprise the total compensation and benefits of any kind attributable to the executive corporate officers).

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Compagnie des Alpes 2017 Registration Document