Corporate governance report Management and Supervisory Board compensation policies for 2025 02 n if Yves Chapot were to cease to be a Manager, any compensation for loss of office or non-compete indemnity due to him would be reduced or canceled if necessary so that the total amount payable – including the termination benefit in respect of his suspended employment contract – would not exceed his final two years' total compensation. 2.3.2.11 Proposed resolution on the compensation policy for the Managers At the Ordinary Shareholders Meeting called to approve the 2024 financial statements, shareholders will be asked to approve the following resolution: 6th resolution n Approval of the compensation policy applicable to the Managers Having noted the agreement of the General Partners and considered the report of the Supervisory Board, the Annual Shareholders Meeting, in application of Article L. 22-10-76 II of the French Commercial Code, approves the compensation policy applicable to the Managers drawn up by the General Partners, as presented in the Corporate Governance Report set out in sections 2.3.1 and 2.3.2 of the Company's 2024 Universal Registration Document. 2.3.3 COMPENSATION POLICY: MEMBERS OF THE SUPERVISORY BOARD This section describes the components of the compensation policy applicable to the members of the Supervisory Board. These components are presented in a proposed resolution approved by the General Partners that will be submitted for shareholder approval at the Ordinary Shareholders Meeting called to approve the 2024 financial statements (7th resolution). An annual fixed amount of compensation may be awarded to the Supervisory Board and allocated among its members (including the Chair) on a basis decided by the Board in accordance with the compensation policy. The compensation policy has been expanded to also provide for the payment of fixed compensation to the Board's Chair. The compensation components were determined by the Supervisory Board on the recommendation of its Compensation and Appointments Committee. 2.3.3.1 Chair of the Supervisory Board Under French law, the Supervisory Board is responsible for exercising permanent control over the management of the business; however, the Company's Bylaws have significantly expanded the Board's role and responsibilities to include: n assessing the quality of management; n playing an important role in succession planning and the appointment of the Managers; n assessing certain major transactions such as business acquisitions. The role of the Chair of the Supervisory Board, elected by the Board members, is to: n coordinate and lead the work of the Board, especially the activities listed in the Bylaws; n actively participate in the Company's governance, playing a major role and devoting most of her or his time to this, in particular: l through continuous contact and regular meetings with the Managers, as well as with the Non-Managing General Partner (SAGES) and its representatives, to ensure seamless governance, l by regularly proposing and implementing better interactions, drawing on her or his experience and the proposals resulting from periodic assessments of Supervisory Board practices, l by talking directly to investors about the characteristics of Michelin's governance during governance roadshows. On the recommendation of the Compensation and Appointments Committee, the Supervisory Board decided (with the Chair abstaining) to roll over the 2024 compensation policy(1) for the Chair of the Supervisory Board and to set the fixed annual compensation of Barbara Dalibard as Chair of the Supervisory Board at €400,000, breaking down as compensation for her duties as Chair (€350,000(2)) and compensation as a member of the Board (€50,000, see section 2.3.3.2 below). (1) The 2024 compensation policy is presented on page 122 of the 2023 Universal Registration Document; it was approved by the Annual Shareholders Meeting of May 17, 2024 (7th resolution, adopted by a 99.77% majority of the votes cast). (2) This compensation amount has been set for the entire duration of Barbara Dalibard's duties as Chair of the Supervisory Board. 116 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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