Corporate governance report Supervisory Board practices – Activities in 2024 02 Where a Board member holds an executive or management position, the Committee examines the nature and scope of the member's duties and, if the undertaking is a material competitor, customer or supplier of the Company, assesses whether the position may give rise to a conflict of interest between that undertaking and the Company. In line with the Supervisory Board’s standard practice, if information that is considered sensitive for both Michelin and the undertaking concerned is presented to the Supervisory Board, the Board member concerned steps aside during the communication and discussion of said information and the related decision, in line with the Board's internal rules. When considered necessary, the Committee reviews the conclusions of the analysis of individual situations based on (i) the type of relationship that exists between the Company and the undertaking concerned and (ii) the amounts represented by financial transactions between the Company and the undertaking, applying different materiality thresholds depending on the type of relationship (revenues in relation to consolidated revenues, purchase volumes, etc.). The Compensation and Appointments Committee conducted an independence review in early 2025. Its conclusions were presented to the Supervisory Board, which discussed and then adopted them. The review process can be summarized as follows. The Committee examined the situation of Anne-Sophie de La Bigne, member of the Board until May 17, 2024, in light of her position with Airbus as Vice President in charge of Civil Affairs in the Public Affairs Division France. The Committee noted that (i) Ms. de La Bigne does not hold an executive position at Airbus with responsibility for purchasing or selling products or services and (ii) her area of responsibility is limited to France. The Committee nevertheless decided to examine the volume of business conducted between Michelin and Airbus, as some of the latter's subsidiaries purchase products and/or services from Michelin. Due to the structure of the aerospace markets served by the Michelin Group and the companies operating in these markets, the Committee examined its revenues earned in 2024 from the sale of products and services not only to Airbus companies but also to these companies' customers that own or lease aircraft. The revenue figure was then compared to the Michelin Group’s consolidated sales for 2024. The comparison showed that the revenues in question represented a very limited part of the Group's consolidated sales in 2024. Consequently, the Committee proposed considering that AnneSophie de La Bigne's indirect business relationship with Michelin by virtue of her position with the Airbus group was not material. The Committee also examined the business relationship between Michelin and the Capgemini group, whose operations in Latin America and Canada are headed by Aruna Jayanthi. Transactions between the Capgemini group and the Michelin Group for IT consulting services represent only a small proportion of the Company’s purchases(1), and their contribution to the Capgemini group's revenue is not material. Consequently, the Committee proposed considering that Aruna Jayanthi's indirect business relationship with Michelin by virtue of her position with the Capgemini group was not material. The Committee also examined the business relationship between Michelin and Arkema, whose Chairman and Chief Executive Officer is Thierry Le Hénaff. Transactions between Arkema and Michelin represent only a very small proportion of Michelin's purchases and their contribution to Arkema's revenue is not material. As in the previous year, the Committee also examined a possible conflict of interest that could result from the proximity of certain activities of Michelin Engineered Polymers with Arkema's Specialty Materials business. Its assessment focused on Michelin's flexible elastomer composites and Arkema's adhesives, advanced materials and coating solutions. After examining factors such as the businesses' respective characteristics, their maturity, their main scopes and target applications/markets, the Committee decided that these factors did not lead to the conclusion that Thierry Le Hénaff was permanently exposed to a material conflict of interests. In any event, if information about these businesses that was considered sensitive for both groups was presented to the Supervisory Board, Thierry Le Hénaff would inform the Chair of the Supervisory Board and step aside during the communications, discussions and decisions concerned, in line with the Board's internal rules. Consequently, the Committee proposed considering that Thierry Le Hénaff's indirect business relationship with Michelin by virtue of his position with Arkema does not have a material adverse effect on his independence and does not give rise to any material conflict of interests. (1) The choice of IT consultants is systematically based on a competitive bidding process, organized at regular intervals and managed collegially by several Michelin Group entities. 96 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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