_132 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Information about the components of compensation paid or awarded to the corporate officers Maximum value of all quantitative and quantifiable qualitative criteria 150% of annual fixed compensation Actual overall achievement rate (quantitative and quantifiable qualitative criteria) 122.8% Amount awarded (in €) 945,907.24 Achievement rate as a % of the reference fixed compensation 122.8% All quantitative and qualitative objectives were set at the start of 2023 and were not adjusted during the year. The Compensation and Appointments Committee carefully reviewed achievement rates for each of the quantitative and qualitative criteria. Concerning the quantifiable qualitative criteria, the Committee's conclusions were as follows: ● for the “Implementation of the strategy (deployment of the transformations)” criterion, the Committee analyzed the results of the Balanced Score Card. Having noted the significant progress made in deploying the People, Profit and Planet aspects of Michelin’s strategy, the Committee decided that the indicator-based objectives had been 95%-met, nearly in line with the target of 100%; ● concerning the “corporate social responsibility” criterion (Total Case Incident Rate: improvements to the safety of Michelin Group employees), the Committee noted that the target had been exceeded and that the TCIR was close to the ceiling, at 1.01; ● for the “gender balance” criterion, the Committee noted that the percentage of Group management positions held by women (21.5%) was significantly above the target; ● for the “CO2 emissions (Scopes 1 and 2)” criterion, the Committee noted that actual emissions (2.163 mt) were almost on target. In conclusion of its analysis, the Committee recommended to the Supervisory Board that cumulative achievement rate in relation to these quantifiable qualitative criteria should be assessed as 122.8%. Given the Calculation Base (annual fixed compensation of €770,000.00), Yves Chapot’s annual variable compensation for 2023 amounts to €945,907.24. After discussing the matter during its meeting on February 9, 2024, the Supervisory Board approved the Compensation and Appointments Committee’s recommendations, which were then also approved by the General Partners. 3.4.4.3 Long-term variable compensation granted in 2023: performance share rights Deferred variable compensation On November 17, 2023, 39,098 performance share rights were awarded to Yves Chapot(1). At December 31, 2023, these rights were valued at €628,247.03 and represented less than 0.0055% of the total Michelin shares outstanding at the year-end. This award was: ● authorized in an extraordinary resolution of the Annual Shareholders Meeting of May 12, 2023 (14th resolution); ● made on the proposal of the General Partners in application of the conditions and criteria set by the Supervisory Board that determine all the performance share awards, as presented in the 2022 Universal Registration Document and as they result from the 2023 compensation policy(2). In application of the 2023 compensation policy, the award is subject to the following specific rules: ● the Managers are required to hold 40% of the vested shares for as long as they remain in office; ● the award for the General Manager is limited to 120% of his annual fixed compensation for that year; ● in addition, for the period of validity of the authorization (38 months), performance share rights awarded to the Managers may not exceed the equivalent of 0.1% of the Company's capital; this is a specific sub-cap applicable to the Managers within the overall cap of 1.5% applicable to all beneficiaries as mentioned in the above-mentioned resolution. In accordance with AFEP/MEDEF Code recommendation No. 26.3.3, the equity risk on the performance shares has not been hedged by Yves Chapot and will not be hedged at any time during the holding period. (1) To improve year-on-year comparability and avoid taking into account stock market performance conditions, due to the excessive volatility of this indicator, for the determination of the discount rate, the fair value used to determine the number of shares to be awarded only takes into account the dividends not received during the vesting period. (2) Please refer to pages 111, 455 and 462 of the 2022 Universal Registration Document.
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