7 _519 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions ● has not been an auditor of Michelin in any of the past five years; ● is not a shareholder or an executive officer of SAGES, one of Michelin’s General Partners; ● is not a customer, supplier or banker that is material for Michelin or that derives a significant portion of its business from Michelin. The Board examined Patrick de la Chevardière’s candidature for re-election (for the first time) for a four-year term, taking into account: ● the appropriateness of his re-election; ● his managerial experience within a major international group; ● his knowledge of the manufacturing sector and understanding of the challenges facing the Group; ● an absence of conflicts of interest with the Company; ● the skills and experience he brings to the Board and the Audit Committee; in particular, the Committee considers that Patrick de La Chevardière will continue to provide the Board and its Audit Committee with the following expertise, presented according to the classification established by the Supervisory Board in its detailed expertise matrix(1): ● International Management: former Asia Director in Total's refining and distribution division; ● Finance: specific expertise in finance and accounting, acquired as a finance professional during 10 years as Chief Financial Officer of Total and in a variety of financial management positions; ● Manufacturing: varied experience in Exploration, Production and Refining at Total, member of the Board of Directors of SLB; ● his attendance, availability and involvement in Board meetings and as Chair of the Audit Committee. Patrick de La Chevardière’s attendance rate at meetings of the Supervisory Board and the Audit Committee during the last three years (the period used by the Board to assess the attendance rate of incumbent Board members) was 100%; ● the fact that he is an independent member of the Board and has no conflicts of interest. In conclusion, on the recommendation of the Compensation and Appointments Committee, the Supervisory Board decided to recommend that Patrick de La Chevardière be re-elected for a further four-year term. Patrick de La Chevardière did not take part in the Board’s discussion or vote. If shareholders re-elect Patrick de La Chevardière to the Supervisory Board, its members will consider reappointing him as Chair of the Audit Committee. Election of two new Supervisory Board members Catherine Soubie Michelin 112, avenue Kléber, 75016 Paris Catherine Soubie was born in 1965 and is a French national. She is CEO of the Arfilia group of companies specializing in information, consulting and business services. She is a graduate of École Supérieure de Commerce de Paris. Catherine Soubie began her career in 1989 at Lazard, first in London and then in Paris, where she was appointed Financial Affairs Manager. She then held various positions at Morgan Stanley in Paris, including Managing Director. From 2005 to 2010, she was Deputy CEO of Rallye (retail). In 2010, she joined Barclays as Managing Director, Head of Investment Banking for France, Belgium and Luxembourg. Since 2016, she has been an independent director of Clariane(2), Covivio(3) and Sofina(4). Catherine Soubie's term as a director of Clariane(2) expires at the Annual Shareholders Meeting to be held to approve the 2023 financial statements, and she has decided not to stand for reelection. She will therefore be stepping down from her positions in Clariane at the close of its Annual Shareholders Meeting, and will hold only two directorships in other listed companies. The Compensation and Appointments Committee considered her profile to be an excellent fit with the skills and expertise of the Board members (as identified in the Board’s expertise matrix(1)) and that the main strengths she would bring to the Supervisory Board include: ● her diversified, multidisciplinary background, especially her experience as a consultant providing business advisory services; ● her knowledge of the finance sector; ● her experience as a CEO and as a member of the boards of directors of international groups; ● the skills and experience she would bring to the Board; in particular, the Committee considered that Catherine Soubie would provide the Supervisory Board with the following expertise, presented according to the classification established by the Supervisory Board in its detailed expertise matrix: ● International Management: former Deputy CEO of Rallye and former Managing Director and Head of Investment Banking at Barclays France & Benelux; ● Finance: 22 years' experience in the finance sector, including Financial Affairs Manager at Lazard, Managing Director at Morgan Stanley and Managing Director, Head of Investment Banking at Barclays France & Benelux; (1) See section 3.1.3.3 of the Supervisory Board’s Corporate Governance Report, presented in Chapter 3 of the 2023 Universal Registration Document. (2) A listed company, of which she is Chair of the Audit Committee and a member of the Compensation and Appointments Committee. (3) A listed company (real estate), of which she is Chair of the Compensation and Appointments Committee and member of the Audit Committee. (4) A listed company (fund management), of which she is Chair of the Compensation and Appointments Committee.
RkJQdWJsaXNoZXIy NzMxNTcx