_78 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies ● any proposal to pay an annual dividend to SAGES' partners for an amount in excess of the cap specified in the Bylaws shall be submitted to the Managing General Partner for prior approval; ● the Managing General Partner (or the Chairman of the Supervisory Board if there is no Managing General Partner) shall be consulted prior to approving any new partner of SAGES and his or her designation as a director of the Company; ● any proposal to amend SAGES' Bylaws to change its role and/ or change the indefinite several liability of the General Partners shall be submitted to the Managing General Partner for prior approval. 3.1.3 Strict separation between the Supervisory Board (and its committees) and Management 3.1.3.1 Supervisory Board * Excluding the employee representatives. Members In accordance with the applicable law, the Company's Bylaws and the Supervisory Board's internal rules, the Supervisory Board currently has 11 members, including nine selected from among the shareholders and elected by the Annual Shareholders Meeting for a term of four years(1) and two representing employees. General Partners may not take part in the vote. Supervisory Board members may be re-elected. No more than one third of the Supervisory Board members may be aged over 75. As of December 31, 2023, and as of the date of this report, the Supervisory Board had 11 members, and was in compliance with Articles L. 226-4-1 and L. 22-10-74 of the French Commercial Code concerning the balanced representation of men and women on Boards of Directors and Supervisory Boards and gender equality in the workplace, and the representation on the Board of employees of the Company and the Group. The Supervisory Board's internal rules stipulate that each member must hold at least 1,600 shares(2) or 2,400 shares in the case of the Chair. Information about the compensation of Supervisory Board members is presented in sections 3.3.3, 3.4.1, 3.4.2 and 3.5.1 of this report. (1) Five years for members elected prior to 2009. Certain members may be elected for a two- or three-year period in order to effectively stagger the terms of office of Supervisory Board members. (2) With the exception of members representing employees. 11 MEMBERS, OF WHICH 1 INDEPENDENT MEMBER 33%* NON-FRENCH NATIONALS 45%* WOMEN MEMBERS 89%* INDEPENDENT MEMBERS 100% ATTENDANCE RATE 9 MEETINGS
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