(1) Michelin’s corporate governance is described in detail in the “Engagement Governance Roadshow” prepared for investors on October 3, 2022, which may be found on the michelin.com website. Société Auxiliaire de Gestion (SAGES): actively involved in electing the Managers The Société Auxiliaire de Gestion (SAGES) is a Non-Managing General Partner responsible for selecting the Managers and ensuring the continuity of management. As such, it participates, alongside the Supervisory Board, in the Manager succession planning and compensation processes. However, it does not play any part in the Company’s management except in the exceptional case when there is no Managing General Partner, and then only for a maximum period of one year. It is entitled to a share of the income distributed among the General Partners in accordance with the provisions of the Compagnie Générale des Établissements Michelin (CGEM) bylaws. Note that at least 80% of this share is set aside to underwrite the unlimited liability that SAGES shares with the Managing General Partner. The Supervisory Board: presentation and roles The Supervisory Board exercises permanent oversight of Michelin's management. In this role, it assesses the quality of the Group’s management and presents a report on its findings to shareholders at each Annual Meeting. It issues opinions on the Group’s strategy, capital expenditure, acquisitions and asset disposals, as well as Michelin’s social responsibility policies and the election or dismissal of Managers and their compensation. The Supervisory Board is currently comprised of eleven members: nine who are elected by shareholders at the Annual Meeting for renewable four-year terms. They offer complementary skills, honed by their solid business experience acquired by working with leading corporations. two employee representatives, who are appointed by the two largest representative trade unions in France. They attend a training and induction program that prepares them to perform their duties as effectively as possible. Role and responsibilities of the Michelin partnership limited by shares Throughout its history, Compagnie Générale des Établissements Michelin (CGEM), the Group's parent company, has been organized as a partnership limited by shares (SCA). Consistent with this form of corporate organization, Michelin has opted for a distinctive governance structure that is at once robust, responsive, balanced and capable of deploying its long-term strategy in seamless alignment with shareholder interests. In addition, the limited partnership is committed to driving continuous improvement in the Group’s governance system and practices, in compliance with the recommendations of the AFEP/MEDEF Code.(1) A Group led by the Managers Elected for four-year terms by shareholders at the Annual Meeting, the Managers are responsible for administering and managing the Group. With the endorsement of the Supervisory Board, they may be re-elected directly by the Non-Managing General Partner, i.e. the Société Auxiliaire de Gestion. As a General Partner, the Managing Chairman has unlimited personal liability for Michelin's debts. 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN _43
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