3 _123 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Management and Supervisory Board compensation policies for 2024 3.3.3.2 Supervisory Board members At the Annual Shareholders Meeting of May 13, 2022, the total compensation payable to Supervisory Board members was set at €950,000 for 2022 and subsequent years(1). For 2024, on the recommendation of the Compensation and Appointments Committee, the Supervisory Board has decided to apply the allocation rules adopted in the 2023 compensation policy for the total annual amount voted in 2022: ● allocation of a basic amount of €50,000 to each member; ● allocation of additional amount no. 1 to each member who sits on a Committee of the Supervisory Board and participates in its work (€20,000); ● allocation of additional amount no. 2 to each member who serves as Chair of a Committee of the Supervisory Board and participates in its work, (€35,000 or €40,000 for the Chair of the Audit Committee), (recipients of this additional amount no. 2 are not entitled to additional amount no. 1 for their participation in the Committee's work); ● allocation of additional amount no. 3 to the Senior Independent Member of the Supervisory Board (€15,000); ● allocation of additional amount no. 4 to Supervisory Board members who live outside France on a permanent basis (€10,000, prorated to their physical attendance at meetings of the Board and its Committees). Payment of 60% of the total amount receivable (basic amount and any of the additional amounts defined for no. 1 and no. 4(2)) will depend on the member's attendance rate at meetings of the Supervisory Board and of any Committees of which he or she is a member that are scheduled at the start of the year. The attendance rate and the corresponding allocation of annual compensation for a given year will be carried out by the Compensation and Appointments Committee then approved by the Supervisory Board during the first quarter of the following year. The compensation will be paid during the first half of the year following the one to which it relates, provided that the resolution on the disclosures required by Article L. 22-10-9 of the French Commercial Code has been approved by the Annual Shareholders Meeting called to approve the financial statements for the year preceding the one to which the compensation relates. 3.3.3.3 Other compensation As the Supervisory Board members do not hold any other positions within the Company or the Michelin group, they do not receive any other compensation from the Company or its subsidiaries(3). 3.3.3.4 Proposed resolution on the compensation policy for members of the Supervisory Board At the Ordinary Shareholders Meeting called to approve the 2023 financial statements, shareholders will be asked to approve the following resolution: 7th resolution Approval of the compensation policy applicable to members of the Supervisory Board Having noted the agreement of the General Partners and considered the report of the Supervisory Board, the Annual Shareholders Meeting, in application of Article L. 22-10-76 II of the French Commercial Code, approves the compensation policy applicable to the members of the Supervisory Board, as presented in the Corporate Governance Report set out in sections 3.3.1 and 3.3.3 of the Company's 2023 Universal Registration Document. (1) 16th resolution adopted by a majority of 99.57% of the votes cast. (2) In the case of the Chairs of the Committees and the Senior Independent Member, this attendance requirement would not apply to amounts no. 2 and no. 3, due to their specific duties and resulting additional workload. (3) Excluding the Supervisory Board members representing employees.
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