3 _99 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Administrative, management and supervisory bodies ● Performance assessment: ● at each year-end, the Managers report to the Compensation and Appointments Committee on the achievement of prior-year objectives used to determine their annual and long-term variable compensation, with performance in relation to quantitative financial criteria(1) reviewed by the Statutory Auditors; ● the Compensation and Appointments Committee analyzes the performance data, shares its conclusions with the Non‑Managing General Partner (SAGES) and presents its recommendations to the Supervisory Board; ● the Supervisory Board then discusses the results of the Compensation and Appointments Committee's analysis of actual performance in relation to objectives and the Committee's recommendations; ● the Managing Chairman submits the compensation components and the corresponding proposed resolutions to the Ordinary Shareholders Meeting and also seeks the approval of the Non-Managing General Partner (SAGES), in compliance with the applicable regulations and according to the specified procedure; ● once the compensation components have been approved by the Ordinary Shareholders Meeting, the variable compensation components are paid or delivered to the Managers, with the Managing General Partner's annual variable compensation deducted from his share of consolidated net income attributable to the General Partners in accordance with the Company's bylaws. 3.1.5 Statements The Managers and the members of the Supervisory Board do not have any close family ties. To the best of the Company's knowledge, neither Michelin's Managers nor any Supervisory Board member has, in the past five years, been (i) convicted of fraud, (ii) associated with a bankruptcy, receivership or liquidation, (iii) the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer. No Supervisory Board member and neither of Michelin's Managers has a service contract with the Company or any of its subsidiaries. There are no: ● arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which they were selected as a Manager or as a member of the Supervisory Board; ● conflicts of interest between the duties to the Company of the Managers and their private interests and/or other duties; ● conflicts of interest between the duties to the Company of the Supervisory Board members and their private interests and/or other duties(2); ● restrictions accepted by these persons on the disposal of their Michelin shares within a certain period of time, except for those resulting from market abuse regulations and the specific rules applicable to the Managers. (1) Including net income, segment operating income, structural free cash flow, sales growth excluding tires and distribution, and full 2023 ROCE. (2) See detailed disclosures below in section 3.2.6 of this Universal Registration Document.
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