Corporate governance report Administrative, management and supervisory bodies 02 Changes in 2024 The terms of Anne-Sophie de La Bigne, Jean-Pierre Duprieu and Patrick de La Chevardière as Supervisory Board members expired at the close of the Annual Shareholders Meeting on May 17, 2024. After reviewing their qualifications and noting the intention of Anne-Sophie de La Bigne and Jean-Pierre Duprieu to step down from the Board, on the recommendation of the Compensation and Appointments Committee, the Supervisory Board decided (without the persons concerned taking part in the decision), to recommend to the Annual Shareholders Meeting: n the re-election of Patrick de La Chevardière for a four-year term; and n the election of Catherine Soubie and Pascal Vinet as new Supervisory Board members for a four-year term. The three resolutions were adopted by the Shareholders Meeting of May 17, 2024 by a majority of 98.32%, 98.56% and 99.41% of the votes cast respectively. On the same day, the Supervisory Board members unanimously decided (in each case, without the persons concerned taking part in the decision) that the new membership of the Committees of the Board would be as follows: n Audit Committee: Patrick de La Chevardière (Chair), Aruna Jayanthi, Monique Leroux, Wolf-Henning Scheider and Catherine Soubie; n Compensation and Appointments Committee: Jean-Michel Severino (Chair), Thierry Le Hénaff, Delphine Roussy and Pascal Vinet; n Corporate Social Responsibility Committee: Monique Leroux (Chair), Jean-Christophe Laourde, Wolf-Henning Scheider and Jean-Michel Severino. 2.1.3.2 Role and responsibilities The Company applies the recommendations set out in the Corporate Governance Code for Listed Companies (“AFEP/ MEDEF Code”, revised version dated December 2022). In accordance with the introduction to the Code, these recommendations are adapted as necessary to reflect the Company's organization as a partnership limited by shares (“SCA”). Under French law, the Supervisory Board is responsible for exercising permanent oversight of the Company's management and assessing its quality on behalf of the shareholders, presenting a report thereon at each Annual Shareholders Meeting. 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, in particular: l through continuous contact and regular meetings with the Managers, as well as with the Non-Managing General Partner (SAGES), 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, primarily during governance roadshows(1) organized with the main shareholders. (1) The presentation materials produced for these events are systematically posted on the www.michelin.com website. 68 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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