Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

7 December 2017 reviewed the level of achievement of targets. As a result, it decided that Agnès Pannier-Runacher would receive, for the 2016/2017 results, 100% of her annual variable portion, which amounts to €130,000 gross. Post employment benefit scheme Estimated amount of the pension of Dominique Marcel, Chairman and Chief Executive Officer The Appointments and Remuneration Committee has noted that Dominique Marcel has already the maximum level of conditional benefits under the defined-benefit pension plan (Article 137-11 of the Social Security Code). In fact, according to the terms of the pension regulations, the annual pension increases by 1% per year of seniority and is capped at 10% of the reference compensation. However, Dominique Marcel has more than 10 years of seniority. Consequently, no increase in the conditional rights under the said pension plan will be granted to Dominique Marcel during the term of his new mandate. In this context, the Board has decided to recognise the “freezing” of pension rights under the abovementioned plan as of 9 March 2017, by using the compensation granted for the 2015/2016 fiscal year as a reference. Consequently, the Board of Directors did not deem it useful to define performance conditions in accordance with Article L. 225- 42-1 paragraph 2 of the French Commercial Code. On the closing date of the fiscal year, the amount of the pension of Dominique Marcel under the mixed complementary retirement plan is estimated at €41,585 Estimated amount of the pension of Agnès Pannier-Runacher, Deputy Chief Executive Officer On the closing date of the fiscal year, the amount of the pension of Agnès Pannier-Runacher under the mixed complementary retirement plan is estimated at €54,917. The last compensation (at the retirement date) is used as the basis for the calculation of the estimated pension, using a (high) hypothesis of 3% annual salary increases until this retirement date.

Amount of Dominique Marcel's 2016/2017 variable compensation Based on the work and proposals of the Appointments and Remuneration Committee, the Board of Directors meeting on 7 December 2017 reviewed the level of achievement of targets. As a result, it decided that Dominique Marcel would receive, for the 2016/2017 results, 100% of his annual variable portion, which amounts to €107,201 gross. 2016/2017 variable compensation for Agnès Pannier- Runacher 2016/2017 targets for determining the granting of Agnès Pannier- Runacher’s variable portion The Board of Directors decided that the variable compensation of 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). Although clearly identified, the qualitative and quantitative criteria considered in determining the variable part of executive officers’ remuneration are not detailed in this report for reasons of confidentiality. Amount of Agnès Pannier-Runacher's 2016/2017 variable compensation Based on the work and proposals of the Appointments and Remuneration Committee, the Board of Directors meeting on

SUMMARY TABLES OF THE INDIVIDUAL COMPENSATION OF EXECUTIVE CORPORATE OFFICERS FOR THE 2016/2017 FISCAL YEAR (AFEP-MEDEF CODE/AMF POSITION-RECOMMENDATION NO. 2009-16). The breakdown of the individual compensation of executive corporate officers for the 2016/2017 fiscal year are presented below: TABLE 1 OF THE AMF CLASSIFICATION – Summary of compensation payable and stock options and shares granted to each senior management corporate officer (gross compensation in €) This first table summarises the total compensation payable to executive corporate officers for the fiscal year ended 30 September 2017 and the previous fiscal year.

2016/2017

Dominique Marcel, Chairman-Chief Executive Officer Compensation due for the fiscal year (see table 2) Valuation of options granted for the fiscal year (see table 4)

2015/2016

565,567

515,541

- -

- -

Valuation of performance shares granted for the fiscal year (see table 6)

TOTAL

565,567

515,541

2016/2017

Agnès Pannier-Runacher, Deputy Chief Executive Officer

2015/2016

Compensation due for the fiscal year (see table 2)

405,409

413,211

Valuation of options granted for the fiscal year (see table 4)

- -

- -

Valuation of performance shares granted for the fiscal year (see table 6)

TOTAL

405,409

413,211

50

Compagnie des Alpes I 2017 Registration Document