02 Corporate governance report Management and Supervisory Board compensation policies for 2025 Conflicts of interest are avoided in the drafting, revision and implementation of the compensation policy due to the involvement of the Supervisory Board and the Compensation and Appointments Committee, whose members are all independent (excluding the member representing employees). The procedures for managing conflicts of interest within the Supervisory Board are described in section 2.2.6. The General Partners, in the case of the Managers, or the Supervisory Board, in the case of the members of the Supervisory Board, may not depart (within the meaning of the second paragraph of Article L. 22-10-76-III of the French Commercial Code) from the compensation policy. The 2025 compensation policy is the subject of two proposed resolutions to be presented at the Ordinary Shareholders Meeting to be called to approve the 2024 financial statements: n the 6th resolution concerning the policy applicable to the Managers, presented in section 2.3.2 below; n the 7th resolution concerning the policy applicable to the members of the Supervisory Board, presented in section 2.3.3 below. 2.3.2 COMPENSATION POLICY: THE MANAGERS This section describes the components of the compensation policy for the Managers. These components are presented in a proposed ordinary resolution approved by the General Partners and submitted for shareholder approval at the Ordinary Shareholders Meeting to be called to approve the 2024 financial statements (6th resolution). 2.3.2.1 Principles for determining compensation The compensation of the Managing Chairman and General Partner is decided by the General Partners and is the subject of a deliberation by the Supervisory Board. Then: n the annual variable component is deducted from the General Partners' Profit Share, as explained in section 2.3.2.3 below; n the long-term variable component is awarded in the form of performance shares; n the fixed component is paid by a subsidiary of the Company in exchange for his services as Chairman of that company. The fixed and variable annual compensation of the General Manager and his long-term variable compensation (performance shares) are decided by the General Partners and are the subject of decisions by the Supervisory Board. The Compensation and Appointments Committee also reviews all amounts and benefits due, awarded or to be awarded to the Managers for the previous year by Group companies. As part of the review, the Committee particularly verifies that the amounts paid or awarded to the Managers are proportionate and consistent in terms of (i) the Group's performance and (ii) industry and market practice. 2.3.2.2 Fixed compensation In 2025: n the annual fixed compensation of Florent Menegaux, Managing Chairman and General Partner, amounts to €1,100,000.00; n the annual fixed compensation of Yves Chapot, General Manager, amounts to €770,000.00. These amounts will remain unchanged until 2026, when their current terms expire. 2.3.2.3 Annual and long-term variable compensation Shared principles To align Managers' interests more closely with the Company's performance and encourage them to act with its long-term interests in mind, their variable compensation includes an annual portion and a long-term portion, both of which are subject to performance conditions. This structure means that the Managers' variable compensation fluctuates partly in line with net income for the year and partly on the basis of several additional performance conditions related to factors that are essential for the deployment of Michelin's strategy to deliver sustainable growth. The level and terms of the Managers' compensation take into account the positions of Managing Chairman and Managing General Partner, as well as the difference in status between a Managing General Partner and a General Manager. 109 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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