_72 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies This report has been prepared in application of Article L. 226-10-1 of the French Commercial Code (Code de commerce). It was approved by the Supervisory Board on February 9, 2024. 3.1 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES Tire and flexible composites manufacturing is a capital-intensive industry in which the pace of technological innovation is relatively slow. It is therefore essential to be able to devise long-term plans and follow them through. Throughout its history, Compagnie Générale des Établissements Michelin (“CGEM” or “the Company”), the Group's parent company, has been organized as a partnership limited by shares (S.C.A.). This partnership model offers three main advantages: ● it aligns Group management decisions with shareholder interests; ● it guarantees clear segregation of management and supervisory powers; ● it strikes a better balance between the Company’s short-term and long-term interests. There are two partner categories. First are the limited partners or shareholders, who provide capital, elect the members of the Supervisory Board and the Managers and approve the financial statements presented by Management. Their liability is limited to the amount of their investment and they receive a share of the profits in the form of dividends. Second are the General Partners, including the Managing General Partner and the Non-Managing General Partner. CGEM's Non-Managing General Partner, Société Auxiliaire de Gestion (SAGES), is responsible for ensuring the sustainability of the Company's management. General Partners have unlimited personal liability for the partnership's debts, to the full extent of their assets. They can be relieved of this liability only by decision of the shareholders in an Extraordinary Meeting. The General Partners may be shareholders but may not take part in any votes to elect Supervisory Board members or appoint Statutory Auditors. The General Partners receive a share of the Company's profits in accordance with its Bylaws, subject to shareholder approval at the Annual Shareholders Meeting. Since May 17, 2019, the two General Partners of CGEM are Florent Menegaux, Managing Chairman and Managing General Partner, and Société Auxiliaire de Gestion (SAGES), Non-Managing General Partner. AN AGILE AND ROBUST GOVERNANCE STRUCTURE Organized as a partnership limited by shares Compagnie Générale des Établissements Michelin (“Michelin”) has been organized since its foundation as a partnership limited by shares (société en commandite par actions – S.C.A.), a flexible legal framework. With customized characteristics Over the years, Michelin has crafted through this framework a unique and balanced governance structure, that is a key driver of its sustainable long-term success, robust corporate culture and shared values. Continuously enhanced Michelin constantly reviews and improves its governance and implements safeguards to provide all the necessary controls and oversight to ensure shareholder protection and convergence of interests between the different stakeholders. Serving the Company and its shareholders This corporate structure provides stability and helps to protect the Company against short-term pressure that could be detrimental to shareholder value. The success Michelin has achieved since its creation is the best testament that its governance has served the Company and its shareholders in an efficient manner.
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