02 Corporate governance report Management and Supervisory Board compensation policies for 2025 The 2025 compensation policy’s criteria and objectives also apply to the General Manager and to all Group employees who are eligible to participate in the bonus scheme. They are presented in the table below, which also shows threshold, target and ceiling values. The 2024 compensation policy’s criteria have been rolled over to 2025, except for the updating of the workplace accident criterion, with the Total Case Incident Rate replaced by the Total Recordable Injury Rate (TRIR), as presented in the Sustainability Statement(1). Criterion Objective Measurement method(1) Min. Target Max. Quantitative criterion and objective related to the position of General Partner/1st component Net income Profit As a % of the Profit Share N/A N/A N/A Value of the indicator (Profit Share calculation base) 4% 4% 4%(2) Quantitative criteria and objectives/2nd component (50% of the target fixed compensation) 2025 segment operating income (SOI) (like-for-like vs. 2024) Profit As a % of fixed compensation 0% 25% 37.5% Value of the indicator €3,300m €3,700m €3,800m Growth in free cash flow before acquisitions Profit As a % of fixed compensation 0% 25% 37.5% Value of the indicator €1,700m €2,000m €2,200m Total quantitative/2nd component 0% 50% 75% Quantifiable qualitative criteria and objectives/2nd component (30% of the target fixed compensation) Implementation of the strategy (deployment of the transformations) Profit Board assessment based on implementation of the Balanced Score Card As a % of fixed compensation 0% 10% 15% Value of the indicator N/A N/A N/A Total Recordable Injury Rate (TRIR) People As a % of fixed compensation 0% 5% 7.5% Value of the indicator 5.1 4.7 4.6 Percentage of Group management positions held by women People As a % of fixed compensation 0% 5% 7.5% Value of the indicator 24.5% 25.5% 26.5% CO2 emissions (Scopes 1 and 2) Planet As a % of fixed compensation 0% 10% 15% Value of the indicator 1.94 mt 1.84 mt 1.74 mt Total quantifiable qualitative/2nd component 0% 30% 45% Total quantifiable qualitative/2nd component (i.e., excluding net income criterion) 0% 80% 120% TOTAL VARIABLE AS % OF FIXED COMPENSATION/1ST AND 2ND COMPONENTS 0% N/A 150% MAXIMUM TOTAL VARIABLE (IN €) 1,650,000(3) (1) For each criterion of the second component, a threshold rate, target rate and capped outperformance rate are defined; for performance between the threshold rate and the target rate, or between the target rate and the outperformance rate, the variable compensation is calculated on a straight-line basis. (2) The amount awarded in respect of the first component will be capped at 150% of the total amount obtained in respect of the performance criteria and objectives for the second component. (3) The entire variable annual compensation would be deducted from the Profit Share. (1) See the information presented in Chapter 4 (p.271) of the 2024 Universal Registration Document. 111 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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