07 Annual Shareholders Meeting of May 16, 2025 Report of the Managing Chairman and proposed resolutions Eleventh resolution n (Approval of the components of the compensation paid or awarded to Barbara Dalibard for the year ended December 31, 2024) 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. 22-10-77 II of the French Commercial Code, approves the fixed, variable and exceptional compensation making up the total compensation and fringe benefits paid during the year ended December 31, 2024 or awarded in respect of that year to Barbara Dalibard, Chair of the Supervisory Board, as set out in section 2.5.1 of the Company’s 2024 Universal Registration Document. 12th resolution - EXPLANATORY STATEMENT n Terms of office of Supervisory Board members The 12th resolution concerns the re-election of a Supervisory Board member. n Michelin’s Supervisory Board plays a vital role for the Group The current members of Michelin’s Supervisory Board are Barbara Dalibard, Aruna Jayanthi, Catherine Soubie, Monique Leroux, Delphine Roussy, Patrick de La Chevardière, Jean-Christophe Laourde, Thierry Le Hénaff, Wolf-Henning Scheider, Jean‑Michel Severino and Pascal Vinet. The members elected by the Annual Shareholders Meeting all have very solid business experience acquired through working with leading corporations, as well as a good knowledge of the Company. The members of the Supervisory Board actively participate in and contribute to the work of both the Board and its Committees, as illustrated by the 98.3% overall attendance rate for meetings held in 2024. The Supervisory Board members perform their duties with total freedom of judgment. A summary of the work carried out by the Supervisory Board in 2024 is included in section 2.2 of the Corporate Governance Report presented in the 2024 Universal Registration Document. n Michelin’s General Partners do not take part in the election or re-election of Supervisory Board members Compagnie Générale des Établissements Michelin is a société en commandite par actions (partnership limited by shares) and as such its Supervisory Board is entirely made up of non-executive members (89% of whom are independent) who represent the shareholders. With a view to clearly separating management and supervisory powers, no General Partner may play a role in the nomination process – neither the Managing General Partner (who serves in an executive capacity), nor the Non-Managing General Partner, SAGES (which is responsible for ensuring the Company’s continuity of leadership). The General Partners may not be involved in decisions to recommend candidates for election to the Supervisory Board at Shareholders Meetings. Likewise, in accordance with the law and the Company’s Bylaws, the General Partners may not take part in any votes cast at Shareholders Meetings concerning the election or re-election of Supervisory Board members and their shares are not included in the quorum for the related resolutions. 497 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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