Corporate governance report Management and Supervisory Board compensation policies for 2025 02 Annual variable compensation Florent Menegaux, Managing Chairman and General Partner In light of the General Partners' unlimited joint and personal liability for the Company's debts, the General Partners are entitled to a share of annual profit (the “Profit Share”) determined on the basis defined in the Company's Bylaws. This means that their interests are fully aligned with those of the shareholders, as they are paid Profit Shares only if the Company makes a profit(1). Allocation method The Profit Share is defined in Articles 12 and 30 of the Company's Bylaws, which state that: n the portion of the Profit Share attributable to the Managing General Partner(s) is determined by reference to the objectives set in advance by the Supervisory Board; n the portion attributable to the Non-Managing General Partner is equal to the portion attributable to the Managing General Partner(s) in respect of his or her annual variable compensation or in any other form whatsoever (including in performance shares). In all cases, the total Profit Share due to the General Partners is capped at 0.6% of consolidated net income for the year. Calculation method n At the beginning of each year, the Managers propose to the Compensation and Appointments Committee performance criteria and objectives that are consistent with the guidance and information communicated to the market; n The Compensation and Appointments Committee analyses the Managers' proposals, taking into account: l AFEP/MEDEF Code recommendation No. 25 concerning the calculation principles and content of compensation packages, l the practices of the CAC 40 companies and appropriate benchmarks, l the compensation and employment conditions of Michelin employees, l the intrinsic variability of the Company's profits, l projected future profits, and l the unusual nature of General Partner status; n The Compensation and Appointments Committee shares its conclusions with the Non-Managing General Partner (SAGES) and presents its recommendations to the Supervisory Board; n The Supervisory Board discusses the recommendations of the Compensation and Appointments Committee and decides on the performance criteria and objectives for the current year. n The General Partners then meet to set the compensation policy for the Managers for the current year and to formalize, subject to adoption by the Ordinary Shareholders Meeting of the corresponding resolutions (i) for the Managing General Partner, by way of an agreement between the General Partners, the portion of the earnings for the current year that may be allocated to the Managing General Partner as annual variable compensation within the limits set by the Bylaws, and (ii) for the General Manager, by way of a decision of the General Partners, the annual compensation components concerning him; said agreement and decision taking into account and integrating the performance criteria and annual variable compensation objectives set by the Supervisory Board, after consultation and deliberation by the latter; n The Managing Chairman, after confirming the Non-Managing General Partner's approval, submits the corresponding draft resolutions to the Ordinary Shareholders Meeting under the conditions set out in the applicable regulations. At each year-end, the Compensation and Appointments Committee reviews the results for the applicable objectives and presents its recommendations to the Supervisory Board. The Supervisory Board confirms the Compensation and Appointments Committee's performance assessment and shares this assessment with the Non-Managing General Partner. The General Partners approve the components of the annual and long-term variable compensation to be paid or delivered to the Managing Chairman and General Partner based on the Supervisory Board's assessment of the achievement rate for the performance objectives and criteria. Annual variable compensation structure Florent Menegaux's annual variable compensation would be deducted in full from his share of the annual profit attributable to the General Partners (the Profit Share) and would comprise: n A first component(2) in recognition of his financial and legal liability as General Partner, entitling him to an amount: l equal to 4% of the Profit Share calculation base (equal to 0.6% of consolidated net income), l capped at 150% of the total amount obtained in respect of the performance criteria and objectives that determine the second component (new cap introduced in the 2025 compensation policy); n A second component calculated as a percentage of his annual fixed compensation and determined by the results of the performance criteria and objectives decided by the Supervisory Board. (1) Substantially all of the Profit Share received by SAGES, Non-Managing General Partner, is credited to the contingency reserve set up in application of its Bylaws. (2) The calculation of the net income criterion is adapted to take account of Florent Menegaux’s liability as General Partner. 110 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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