Annual Shareholders Meeting of May 16, 2025 Report of the Managing Chairman and proposed resolutions 07 n The Supervisory Board is recommending that shareholders re-elect one Supervisory Board member The Supervisory Board has unanimously decided (with the interested party abstaining) to recommend, and to ask the Managing Chairman to propose, to the Shareholders Meeting the re-election of Wolf-Henning Scheider (12th resolution). The candidate review and selection process, the criteria applied by the Compensation and Appointments Committee and a presentation of the candidates are set out in the report of the Supervisory Board on the proposed resolutions (see the Notice of Meeting for the May 16, 2025 Annual Shareholders Meeting and section 7.2.1 of the 2024 Universal Registration Document). Twelfth resolution n (Re-election of Wolf-Henning Scheider as a member of the Supervisory Board) Having considered the reports of the Managing Chairman and the Supervisory Board, the Ordinary Shareholders Meeting re-elects Wolf-Henning Scheider as a member of the Supervisory Board for a four-year term expiring at the close of the Annual Shareholders Meeting to be called to approve the financial statements for the year ending December 31, 2028. 13th resolution - EXPLANATORY STATEMENT n Supervisory Board compensation On the recommendation of the Compensation and Appointments Committee, the Supervisory Board has asked the Managing Chairman to present to the Annual Shareholders Meeting a resolution to adjust the total compensation paid to the Supervisory Board to a maximum of €1,150,000 per year. This resolution is presented in the Supervisory Board's report (see section 7.2.2 of the 2024 Universal Registration Document) and in the 2025 Compensation Policy (see section 2.3.3.2 of the 2024 Universal Registration Document). Thirteenth resolution n (Supervisory Board compensation) Having considered the reports of the Chief Executive Officer and the Supervisory Board, the Ordinary Shareholders Meeting sets at €1,150,000 (one million one hundred and fifty thousand euros) per year, the ceiling for the total compensation awarded to the members of the Supervisory Board, effective from the financial year beginning on January 1, 2025. 498 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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