_110 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Supervisory Board practices – Activities in 2023 3.2.10 Compensation and Appointments Committee(1) * Excluding the employee representatives. 3.2.10.1 Members(2) The Compensation and Appointments Committee must comprise at least three members (including the Chair of the Committee) who fulfill the criteria for classification as independent throughout their term as members of the Supervisory Board. The members of the Compensation and Appointments Committee, 50% of whom are women, are as follows: ● Jean-Pierre Duprieu, independent member and Committee Chairman; ● Anne-Sophie de La Bigne, independent member; ● Thierry Le Hénaff, independent member and Senior Independent Member of the Supervisory Board; ● Delphine Roussy, non-independent (non-executive) member representing employees. Considering their educational and professional backgrounds, all members of the Committee have relevant expertise in the areas covered by the Committee's terms of reference: ● Jean-Pierre Duprieu: ● International Management: 20 years' experience in executive management in charge of foreign subsidiaries and international group activities, including 5 years based in Japan; ● Social Environment, Human Resources and Governance: Chairman of the Board of Directors of Clariane, independent director on the SEB Board, former Chairman of the non-profit organization Don en Confiance. ● Anne-Sophie de La Bigne: ● Environment, Climate and Biodiversity: Chair of the environment working group of the French Institute of Directors' ESG club, member of the French Foundation for Biodiversity Research's Stakeholder Assembly; ● Manufacturing: more than 25 years' experience of managing industrial companies; ● Automotive and Mobility sector: expertise in the aviation sector with Airbus and GIFAS. ● Thierry Le Hénaff: ● International Management: Chairman and CEO of Arkema since 2006; ● Social Environment, Human Resources and Governance: Chairman and CEO of Arkema (international group with over 21,000 employees in more than 55 countries). ● Delphine Roussy: ● Social Environment, Human Resources and Governance: various employee representation mandates; ● Manufacturing: Professional experience at Philips and Michelin. 3.2.10.2 Role and responsibilities The role and responsibilities of the Compensation and Appointments Committee, which are described in its internal rules available on the Group's website www.michelin.com, include the following: ● executive management appointments and compensation policy; ● talent management, diversities and inclusion policy; ● the policy concerning the appointment of Managers, including career and succession plans, developed jointly with the Non‑Managing General Partner (SAGES)(3); ● the compensation awarded to the corporate officers (Managers, the Chair of the Supervisory Board and the other Supervisory Board members), discussed with the Non–Managing General Partner (SAGES)(3); ● the membership of the Supervisory Board and its Committees, and the succession plans for their members and Chairs. (1) At December 31, 2023. (2) Biographical details and other information concerning the members of this Committee of the Supervisory Board are provided in section 3.1.3.3 of this 2023 Universal Registration Document. (3) As explained in section 3.1.4 above. 100% ATTENDANCE RATE 3 MEETINGS 100%* INDEPENDENCE 50% WOMEN MEMBERS 4 MEMBERS
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