Universal Registration Document 2023

_71 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 3.1 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES 72 3.1.1 An experienced, stable and responsible management team 73 3.1.2 SAGES, a Non-Managing General Partner, guaranteeing the Company's long-term viability 76 3.1.3 Strict separation between the Supervisory Board (and its committees) and Management 78 3.1.4 Interactions between the various governance structures 98 3.1.5 Statements 99 3.2 SUPERVISORY BOARD PRACTICES – ACTIVITIES IN 2023 100 3.3 MANAGEMENT AND SUPERVISORY BOARD COMPENSATION POLICIES FOR 2024 114 3.4 INFORMATION ABOUT THE COMPONENTS OF COMPENSATION PAID OR AWARDED TO THE CORPORATE OFFICERS 124 3.4.1 Compensation of the members of the Supervisory Board 124 3.4.2 Compensation of Barbara Dalibard, Chair of the Supervisory Board 125 3.4.3 Compensation package of Florent Menegaux, Managing Chairman and General Partner 125 3.4.4 Compensation package of Yves Chapot, General Manager 130 3.4.5 Compensation ratios of the Managers and the Chair of the Supervisory Board 134 3.4.6 Proposed resolution on the disclosures mentioned in Article L. 22‑10-9-I of the French Commercial Code 137 3.5 INDIVIDUAL COMPENSATION PAID OR AWARDED TO THE MANAGERS AND THE CHAIR OF THE SUPERVISORY BOARD FOR 2023 138 3.6 OTHER INFORMATION ABOUT COMPENSATION OF THE EXECUTIVE OFFICERS 144 3.7 TOTAL COMPENSATION AWARDED TO THE GROUP EXECUTIVE COMMITTEE 149 3.8 TRADING IN MICHELIN SHARES BY THE CORPORATE OFFICERS AND THEIR CLOSE RELATIVES IN 2023 149 3.9 PROCEDURE FOR ASSESSING AGREEMENTS ENTERED INTO IN THE NORMAL COURSE OF BUSINESS 149 3.10 ARTICLES OF INCORPORATION, BYLAWS AND SHAREHOLDER PARTICIPATION AT GENERAL MEETINGS 150 3.11 OWNERSHIP STRUCTURE AND VOTING RIGHTS 152 3.12 FINANCIAL AUTHORIZATIONS 153 3.13 CHANGE OF CONTROL 156 3.14 STATUTORY AUDITORSʼ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 22-10-78 OF THE FRENCH COMMERCIAL CODE ON THE CORPORATE GOVERNANCE REPORT 157 Corporate governance report

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