Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

3.3.2 BOARD OF DIRECTORS 3.3.2.1 Compensation policy for Board members Except in exceptional circumstances (outlined below), members of the Board of Directors do not receive any compensation within the Group other than Directors’ fees. The Shareholders’ Meeting of 18 March 2010 set the maximum Directors’ fees that could be awarded at a total of €250,000 per fiscal year. This amount has not been changed since then. The Directors’ fees are then distributed by the Board on the basis of a fixed amount per actual presence in Board or Committee meetings. The unit value of the fee is currently set at €1,500. Bernard Blas, Vice-Chairman of the Board until August 2017, in his capacity as Chairman of the Board of Directors of Valbus, a Group subsidiary, benefits from a company car, a parking space, and a mandate indemnity paid by Valbus, which were valued at €6,581, €3,068 and €1,600, respectively, i.e. a total of €12,249 for the 2016/2017 fiscal year. Furthermore, the Board of Directors meeting of 14 March 2013 decided to grant Jacques Maillot compensation of €1,500 per Board

or Committee meeting attended for the services he provides in his new role as a non-voting member. This compensation was maintained upon the renewal of term as a non-voting member by the Board of Directors on 9 March 2017. The Corporate Governance Charter invites Directors to reinvest at least half of the net Directors’ fees actually received for a given year in Company shares until a minimum of 300 CDA shares are held. Directors who do not receive Directors’ fees personally are excluded from this provision. 3.3.2.2 Directors’ fees and other compensation

(in €) received by non-executive OFFICERS (Table 3 of the AMF classification)

The Directors’ fees awarded for the 2016/2017 fiscal year amounted to €145,500 (amount including the remuneration paid to Jacques Maillot for his role as a non-voting member). Directors’ fees allotted for one fiscal year (in relation to the meetings held in this fiscal year) are paid in the next.

TABLE 3 OF THE AMF CLASSIFICATION - Directors’ fees and other compensation received by non-executive officers

2015/2016 Directors’ fees

Other compensation

2016/2017 Directors’ fees

Other compensation

Directors and members of Committees

Dominique Marcel

N/A See section 3.3.1.

N/A

Antoine Gosset-Grainville

12,000

15,000

Caisse des Dépôts et Consignations - Representative: Virginie Fernandes (since 25 January 2017); previously Antoine Colas Crédit Agricole des Savoie - Representative: Jean-Yves Barnavon Banque Populaire Auvergne Rhône-Alpes - Representative: Maria Paublant ; previously Daniel Karyotis Caisse d’Epargne Rhône-Alpes - Representative: Marion Rouso

13,500

15,000

3,000

7,500

1,500

3,000 13,500

12,000

N/A

7,500 7,500 7,500

Sofival - Representative: Jean-François Blas (1)

16,500 10,500 18,000

11,141 (2)

12,249 (2)

Bernard Blas (1) Gilles Chabert Giorgio Frasca Noëlle Lenoir Carole Montillet Rachel Picard Francis Szpiner

19,500 13,500 6,000 10,500

7,500

N/A

9,000 1,500

4,500

TOTAL DIRECTORS’ FEES

105,000

11,141

130,500

12,249

Non-voting member

2015/2016

2016/2017

Jacques Maillot

16,500 16,500

15,000

TOTAL COMPENSATION 15,000 (1) Sofival was appointed as a director by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017, replacing Bernard Blas – the amounts are calculated prorata temporis. (2) Compensation for his position as Chairman of the Board of Directors of Valbus.

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Compagnie des Alpes I 2017 Registration Document