_524 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 7.2.3 Approval of the compensation of the corporate officers (6th to 11th resolutions) The policy and the components of the corporate officer compensation packages were presented to the corresponding Annual Shareholders Meetings by the Chair of the Compensation and Appointments Committee. In 2024, the General Partners and the Supervisory Board are submitting to the Annual Shareholders Meeting for approval: ● the 2024 Compensation Policy applicable to (i) the Managers (6th resolution) and (ii) the Supervisory Board (7th resolution)(1); ● the information about the compensation of the Managers and the Chair of the Supervisory Board (8th resolution) and the individual compensation paid or awarded to them (9th to 11th resolutions) for 2023(2). 7.2.4 Approval of the financial statements, related-party agreements and financial authorizations (1st to 5th and 17th to 27th resolutions) Concerning the other ordinary resolutions, the accounting and financial information communicated to shareholders and the Managing Chairman’s report present the Group’s operations and results for 2023 (for the purposes of the 1st, 2nd and 3rd ordinary resolutions). We have no comments on the Statutory Auditors’ reports on the financial statements. As no new related-party agreements requiring shareholder approval were entered into in 2023, you are asked to place on record that there are no such agreements to approve (4th resolution). Before asking shareholders to approve the financial statements of the Company, the consolidated financial statements and the proposed appropriation of net income, we would like to highlight the excellence of the Group’s management in an enduring and extremely turbulent environment. These strong performances lead us to reaffirm our confidence in the Managers. They also lead us to support the Managing Chairman’s recommendation to set the dividend at €1.35 per share (2nd resolution). The Company wishes to renew its share buyback program on similar terms as for the previous program (5th resolution). An authorization to cancel shares bought back under the program is also being sought to replace the authorization granted at the 2023 Meeting (26th extraordinary resolution). Other extraordinary resolutions (17th to 23rd and 25th resolutions) are also proposed to renew – on the same or very similar terms – the financial authorizations granted at the May 13, 2022 Annual Shareholders Meeting, which are needed by the Group to support implementation of its strategy. In addition, shareholders will be asked to renew the previous authorization to carry out rights issues for members of a Group employee shareholder plan (24th resolution). We recommend that shareholders adopt the proposals submitted by the Managing Chairman for their approval by voting in favor of the corresponding ordinary and extraordinary resolutions. February 9, 2024 The Supervisory Board (1) Detailed policy described in the Supervisory Board’s Corporate Governance Report; see section 3.3 of the 2023 Universal Registration Document. (2) Detailed disclosures in the Supervisory Board’s Corporate Governance Report; see sections 3.4 and 3.5 of the 2023 Universal Registration Document.
RkJQdWJsaXNoZXIy NzMxNTcx