_120 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Management and Supervisory Board compensation policies for 2024 For all criteria, fulfillment is calculated as follows: ● if the minimum performance condition is not met, no shares will vest; ● if the minimum performance condition is met or exceeded, shares will vest on a gradual and proportional basis up to a certain ceiling. 3.3.2.4 Fringe benefits and directors' compensation Each Manager has a fringe benefit in the form of a Company car. They do not receive any compensation for serving on the Board of the Company or any Group subsidiaries. As corporate officers of the Company or MFPM, Florent Menegaux and Yves Chapot are covered by health and death/ disability insurance plans in the same way as the employees of the Company or MFPM. 3.3.2.5 Stock options No stock options are granted to the Managers by the Company or any Group subsidiaries. 3.3.2.6 Pension plans There is no specific supplementary pension plan set up for the Managers or the Chair of the Supervisory Board. Florent Menegaux, in his capacity as Chairman of MFPM, and Yves Chapot, in his capacity as General Manager of CGEM, participate in the Michelin Executive Supplementary Pension Plan described in sections 3.4.3.5 and 3.4.4.5 of this 2023 Universal Registration Document. In accordance with Government Order No. 2019-697 dated July 3, 2019, this plan has been closed to new members since July 4, 2019 and the vesting period was frozen at December 31, 2019. Under the plan rules, the vested rights of the current two Managers entitle them to capped pension benefits corresponding to a 15% replacement rate. If a Manager was no longer able to participate in the Michelin Executive Supplementary Pension Plan, he could be given the opportunity to either (i) participate in a new defined contribution plan, or (ii) build up a pension fund by receiving an initial seed capital award, in cash or shares, and annual payments. The Managers participate in the PERO mandatory pension plan in the same way as all employees of CGEM and MFPM. 3.3.2.7 Compensation for loss of office In accordance with Article 13-2 of the Bylaws, if a Manager were to be removed from office before the end of his term as a result of a change of strategy or a change of control of the Company, provided such removal was not due to gross misconduct, he would be entitled to compensation for loss of office to be decided by the Non-Managing General Partner, SAGES, subject to the prior approval of the Supervisory Board. The amount of any such compensation would not exceed the equivalent of the Manager's total compensation for the two years preceding the year of his removal from office. By decision of the Supervisory Board, it would be based on the performance criteria used to determine his annual variable compensation and would be calculated using the following formula: [Total compensation paid over the two years preceding the loss of office] x [the average (in %) of the achievement rates for the annual variable compensation for the three years preceding the loss of office.] The compensation for loss of office would be reduced, if applicable, so that any other severance payments due to a Manager would not result in his receiving an aggregate severance package in excess of two years' compensation, as recommended in the AFEP/MEDEF Code.
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