_134 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Information about the components of compensation paid or awarded to the corporate officers 3.4.4.5 Pension plans There is no specific supplementary pension plan set up for the Managers or the Chair of the Supervisory Board. In his capacity as General Manager of CGEM, Yves Chapot participates in the supplementary pension plan set up for MFPM and CGEM senior executives (the Michelin Executive Supplementary Pension Plan). As required by Article D. 22-10-16 of the French Commercial Code, this plan, governed by Article L. 137-11 of the French Social Security Code and Article 39 of the French General Tax Code, is described below: ● as of their retirement date, participants must have served for at least five years as a senior executive to be eligible for benefits; ● 1.5% of benefits vest each year, entitling participants to an annuity representing a replacement rate of up to 15% of the reference compensation (annual average of the best three years of compensation out of the last five years preceding the beneficiary's retirement). In accordance with the government order dated July 3, 2019, no rights have vested since December 31, 2019; ● the vested benefit entitlement is in addition to the replacement rate provided by all pension plans in which Yves Chapot participates. The total replacement rate is capped at 35%; ● an evaluation is carried out in accordance with Group accounting policies; ● benefit entitlement is conditional on participants ending their career at MFPM as an executive employee or executive officer, in accordance with Article L. 137-11 of the French Social Security Code; ● 70% of the prior year's benefit obligation is funded through a contribution to an insured plan. Mr. Chapot's reference compensation for 2023 in his capacity as executive officer was made up of his annual fixed compensation and his annual variable compensation. Based on the assumptions in Article D. 22-10-16 of the French Commercial Code introduced by Decree No. 2020-1742, the estimated gross annual pension payable to Mr. Chapot under this plan amounts to €203,000. The benefit represented by the Company's contributions to the plan is taxed at the rate of 24%. The actual gross replacement rate represented by pension benefits paid under the plan will be well below the 45% ceiling recommended in the AFEP/MEDEF Code. As General Manager of CGEM, Yves Chapot participates in the PERO mandatory supplementary pension plan in the same way as all employees of CGEM and MFPM. 3.4.4.6 Compensation for loss of office No compensation for loss of office was paid to Yves Chapot in 2023(1). 3.4.4.7 Non-compete indemnity No non-compete indemnity was paid to Yves Chapot in 2023(1). 3.4.5 Compensation ratios of the Managers and the Chair of the Supervisory Board Background The changes in management structure described below have affected the calculation of management compensation ratios: ● Florent Menegaux has been Managing General Partner since May 2018 and Managing Chairman since May 2019; ● Yves Chapot has been General Manager since May 2018; ● Barbara Dalibard has been Chair of the Supervisory Board since May 2021. Unlike the corporate officers of joint stock corporations, a Managing General Partner of the Company (which is organized as a partnership limited by shares), who may also be the Managing Chairman, has unlimited personal liability for the Company's debts in the event that the Company is unable to honor its commitments, and can only be relieved of this liability by decision of the Extraordinary Shareholders Meeting. This exceptional liability justifies the payment of specific compensation. The Company has very few employees (fewer than five, none of whom are corporate directors). The ratios of the Managers' pay and of the Supervisory Board Chair's pay to that of the Company's employees are therefore not meaningful. (1) See detailed disclosures in section 3.6.1.12 of the 2022 Universal Registration Document.
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