_520 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 ● Social Environment, Human Resources and Governance: CEO of Arfilia (information, consulting and business services) for the past eight years, member of Clariane's Compensation and Appointments Committee; ● her availability and commitment to participate actively in the work of the Board and its Committees; ● an absence of conflicts of interest with the Company. The Supervisory Board considers that Catherine Soubie qualifies as an independent member because: ● she does not have any close family ties with either the Managers or any member of the Supervisory Board; ● she is not currently and never has been an employee of Michelin or any of its subsidiaries; ● she has not been a member of the Supervisory Board for more than 12 years; ● she is not an executive officer of a company in which Michelin, directly or indirectly, has a seat on the Board, or in which an executive officer of Michelin has a seat on the Board; ● she has not been an auditor of Michelin in any of the past five years; ● she is not a shareholder or an executive officer of SAGES, one of Michelin’s General Partners; ● she is not a customer, supplier or banker that is material for Michelin or that derives a significant portion of its business from Michelin. On the recommendation of the Compensation and Appointments Committee, the Supervisory Board has decided to recommend that Catherine Soubie be elected for a four-year term. If shareholders elect Catherine Soubie to the Supervisory Board, its members plan to appoint her as a member of the Audit Committee. Catherine Soubie has agreed to stand for election and join the Board's team. As of the date of publication of this report, she held 1,600 Michelin shares, the minimum number of shares required of each member by the Supervisory Board's internal rules. Pascal Vinet Michelin 112, avenue Kléber, 75016 Paris Pascal Vinet was born in 1962 and is a French national. He has been Executive Vice-President of the Air Liquide Group(1) since 2023, overseeing the Europe Industries Hub, the Africa/Middle East/India Hub, the Industrial Merchant World Business Line and Group Safety & Industrial Systems. His educational background is in engineering and he holds a PhD in physics from École Centrale de Lyon. Pascal Vinet joined Air Liquide in 1986 after having worked for NASA in the United States. In 1995, he was appointed CEO of Air Liquide Australia, before becoming Chief Operating Officer of the Group’s Industrial Merchant Business Line in France in 1998. In 1999, he became Vice President for Research & Development, before being appointed President of the Group’s Industrial Merchant Business Line in the United States in 2002. In 2005, he was appointed Vice President in charge of Group corporate operations (Operations Control, Strategic Planning, Procurement, IT). He became Vice President overseeing global operations for Air Liquide Healthcare in 2010 and joined the Executive Committee in this capacity in 2011. In 2016, he became CEO of Airgas, the subsidiary operating Air Liquide's Industrial Merchant and Healthcare Business Lines in the United States, just after its acquisition by the Group. In 2021, he was appointed Senior Vice President overseeing the Europe Industries Hub, the Africa/Middle East/India Hub and Group Safety & Industrial Systems. In 2023, he became Executive Vice President overseeing the Europe Industries Hub, the Africa/Middle East/India Hub, the Industrial Merchant World Business Line and Group Safety & Industrial Systems. The Compensation and Appointments Committee considered that his profile was an excellent fit with the skills and expertise of the Board members (as identified in the Board skills matrix(2)) and that the main strengths he would bring to the Supervisory Board would be: ● his senior management experience in an international group, and in particular his knowledge of the American and Asian markets; ● his knowledge of the manufacturing and research sectors; ● the skills and experience he would bring to the Board; in particular, the Committee considered that Pascal Vinet would provide the Supervisory Board with the following expertise, presented according to the classification established by the Supervisory Board in its detailed expertise matrix(2): ● International Management: Executive Vice-President of the Air Liquide Group, overseeing Group Safety & Industrial Systems; ● Manufacturing: former CEO of Airgas (Air Liquide's Industrial Merchant and Healthcare Business Lines in the United States) and responsibility for overseeing the Europe Industries Hub, the Africa/Middle East/ India Hub and Air Liquide Group's Industrial Merchant World Business Line; ● Materials: former Vice-President, Research & Development at Air Liquide. ● his availability and commitment to participate actively in the work of the Board and its Committees; ● an absence of conflicts of interest with the Company. (1) Listed company. (2) See section 3.1.3.3 of the Supervisory Board’s Corporate Governance Report, presented in Chapter 3 of the 2023 Universal Registration Document.
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