02 Corporate governance report Information about the components of compensation paid or awarded to the corporate officers 2.4.4.3 Long-term variable compensation granted in 2024: performance share rights Deferred variable compensation On November 15, 2024, 34,883 performance share rights were awarded to Yves Chapot(1). At December 31, 2024, these rights were valued at €595,032.71 and represented less than 0.0050% of the total Michelin shares outstanding at the year-end. This award was: n authorized in an extraordinary resolution of the Annual Shareholders Meeting of May 12, 2023 (14th resolution); n made on the proposal of the General Partners in application of the conditions and criteria set by the Supervisory Board that determine all the performance share awards, as presented in the 2022 Universal Registration Document and as they result from the 2024 compensation policy(2). In application of the 2024 compensation policy, the award is subject to the following specific rules: n the Managers are required to hold 40% of the vested shares for as long as they remain in office; n The number of performance shares granted was limited such that their value(1) did not exceed 120% of his annual fixed compensation for 2024; n in addition, for the period of validity of the authorization (38 months), performance share rights awarded to the Managers may not exceed the equivalent of 0.1% of the Company's capital; this is a specific sub-cap applicable to the Managers within the overall cap of 1.5% applicable to all beneficiaries as mentioned in the above-mentioned resolution. In accordance with AFEP/MEDEF Code recommendation No. 26.3.3, the equity risk on the performance shares has not been hedged by Yves Chapot and will not be hedged at any time during the holding period. The performance criteria and the interim results are presented below. Criteria Weighting Interim results 2024 vs. 2023 Share price performance Michelin share price must outperform the Stoxx Europe 600 index by at least 5 points between 2023 and 2026 (based on average closing prices for the two years) Vesting prorated to the achievement rate between the trigger point of 0 and the targeted 5 points 20% +7.4% 2024 2025 2026 Corporate social responsibility performance Industrial-Michelin Environmental Performance – i-MEP(1) must be below 77 points in 2026 Vesting prorated to the achievement rate between the trigger point of 83 and the targeted 77 points 20% 82.6 points - The average employee engagement rate for 2024, 2025 and 2026 must exceed 85% Result calculated on a prorated basis between 83% and 85% 20% 84.7% - Operating performance Average annual growth in revenue from non-tire and distribution activities must exceed 8% over the 2023-2024, 2024-2025 and 2025-2026 periods Result calculated on a straight-line basis between the threshold of 3% and the targeted 8% 20% -3.5% - Total consolidated ROCE (including acquisitions, related goodwill and equity-accounted companies) must exceed 12% in 2026 Result calculated on a straight-line basis between the threshold of 10% and the targeted 12% 20% 10.5% - (1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group's financial statements. (1) To improve year-on-year comparability and avoid taking into account stock market performance conditions, due to the excessive volatility of this indicator, for the determination of the discount rate, the fair value used to determine the number of shares to be awarded only takes into account the dividends not received during the vesting period. (2) See information provided in the 2022 Universal Registration Document (page 455) and the 2023 Universal Registration Document (page 119). 127 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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