7 _503 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions 12th to 14th resolutions Terms of office of Supervisory Board members The 12th, 13th and 14th resolutions concern the election and re‑election of Supervisory Board members. Michelin’s Supervisory Board plays a vital role for the Group The current members of Michelin’s Supervisory Board are Barbara Dalibard, Aruna Jayanthi, Anne-Sophie de La Bigne, Monique Leroux, Delphine Roussy, Jean-Pierre Duprieu, Patrick de La Chevardière, Jean-Christophe Laourde, Thierry Le Hénaff, Wolf-Henning Scheider and Jean-Michel Severino. The members elected by the Annual Shareholders Meeting all have very solid business experience acquired through working with leading corporations, as well as a good knowledge of the Company. The members of the Supervisory Board actively participate in and contribute to the work of both the Board and its Committees, as illustrated by the 100% overall attendance rate for meetings held in 2023. The Supervisory Board members perform their duties with total freedom of judgment. A summary of the work carried out by the Supervisory Board in 2023 is included in section 3.2 of the Corporate Governance Report presented in the 2023 Universal Registration Document. Michelin’s General Partners do not take part in the election or re-election of Supervisory Board members Compagnie Générale des Établissements Michelin is a société en commandite par actions (partnership limited by shares) and as such its Supervisory Board is entirely made up of non-executive members (89% of whom are independent) who represent the shareholders. With a view to clearly separating management and supervisory powers, no General Partner may play a role in the nomination process – neither the Managing General Partner (who serves in an executive capacity), nor the Non-Managing General Partner, SAGES (which is responsible for ensuring the Company’s continuity of leadership). The General Partners may not be involved in decisions to recommend candidates for election to the Supervisory Board at Shareholders Meetings. Likewise, in accordance with the law and the Company’s Bylaws, the General Partners may not take part in any votes cast at Shareholders Meetings concerning the election or re-election of Supervisory Board members and their shares are not included in the quorum for the related resolutions. The Supervisory Board is recommending that shareholders re-elect one Supervisory Board member and elect two new members The Supervisory Board unanimously decided (with the interested party abstaining) to recommend and to ask the Managing Chairman to propose to the Shareholders Meeting the re‑election of Patrick de La Chevardière (12th resolution) and, in light of the decision by Jean-Pierre Duprieu and Anne-Sophie de La Bigne to step down from the Board when their terms expire, the election of Catherine Soubie and Pascal Vinet to replace them as members of the Board (13th and 14th resolutions respectively). The candidate review and selection process, the criteria applied by the Compensation and Appointments Committee and a presentation of the candidates are set out in the report of the Supervisory Board on the proposed resolutions for election (see the Notice of Meeting for the May 17, 2024 Annual Shareholders Meeting and section 7.2.1 of the 2023 Universal Registration Document). Twelfth resolution (Re-election of Patrick de La Chevardière as a member of the Supervisory Board) Having considered the reports of the Managing Chairman and the Supervisory Board, the Ordinary Shareholders Meeting re‑elects Patrick de La Chevardière as a member of the Supervisory Board for a four‑year term expiring at the close of the Annual Shareholders Meeting to be called to approve the financial statements for the year ending December 31, 2027. Thirteenth resolution (Election of Catherine Soubie as a member of the Supervisory Board) Having considered the reports of the Managing Chairman and the Supervisory Board, the Ordinary Shareholders Meeting elects Catherine Soubie as a member of the Supervisory Board for a four-year term expiring at the close of the Annual Shareholders Meeting to be called to approve the financial statements for the year ending December 31, 2027.
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