Corporate governance report Information about the components of compensation paid or awarded to the corporate officers 02 For all criteria, fulfillment is calculated as follows: n performance below threshold: no shares will vest; n performance between the threshold and the ceiling: number of vested shares calculated on a straight-line basis; n performance equal to or greater than the ceiling: all the shares will vest. 2.4.3.4 Fringe benefits, stock options and directors' or Supervisory Board members' compensation In line with the 2024 compensation policy, in 2024 Florent Menegaux did not receive (i) any compensation in his capacity as a member of the Board of Directors or Supervisory Board of the Company or any controlled entities, (ii) any benefits other than those listed above, or (iii) any stock options of the Company or any controlled entities. Mr. Menegaux has a fringe benefit in the form of a Company car (see the table in section 2.6.1.2). 2.4.3.5 Pension plans There is no specific supplementary pension plan set up for the Managers or the Chair of the Supervisory Board. In his capacity as Chairman of the subsidiary MFPM, Mr. Menegaux participates in the supplementary pension plan set up for MFPM and CGEM senior executives (the Michelin Executive Supplementary Pension Plan). As required by Article D. 22-10-16 of the French Commercial Code, this plan, governed by Article L. 137-11 of the French Social Security Code (Code de la sécurité sociale) and Article 39 of the French General Tax Code (Code général des impôts), is described below: n as of their retirement date, participants must have served for at least five years as a senior executive to be eligible for benefits; n 1.50% of benefits vest each year, entitling participants to an annuity representing a replacement rate of up to 15% of the reference compensation (annual average of the best three years of compensation out of the last five years preceding the beneficiary's retirement). In accordance with the government order dated July 3, 2019, no rights have vested since December 31, 2019; n the vested benefit entitlement is in addition to the replacement rate provided by all pension plans in which Florent Menegaux participates. The total replacement rate is capped at 35%; n an evaluation is carried out in accordance with Group accounting policies; n benefit entitlement is conditional on participants ending their career at MFPM as an executive employee or executive officer, in accordance with Article L. 137-11 of the French Social Security Code; n 70% of the prior year's benefit obligation is funded through a contribution to an insured plan. Mr. Menegaux's reference compensation for 2024 was made up solely of the annual fixed compensation paid by MFPM. Based on the assumptions in Article D. 22-10-16 of the French Commercial Code introduced by Decree No. 2019-1235, the estimated gross annual pension payable to Mr. Menegaux under this plan amounts to €165,000. The benefit represented by the Company's contributions to the plan is taxed at the rate of 24%. The actual gross replacement rate represented by pension benefits paid under the plan will be well below the 45% ceiling recommended in the AFEP/MEDEF Code. In consideration of his position, Florent Menegaux participates in the PERO mandatory supplementary pension plan in the same way as all employees of CGEM and MFPM. 2.4.3.6 Compensation for loss of office No compensation for loss of office was paid to Yves Chapot in 2024(1). 2.4.3.7 Non-compete clause No non-compete indemnity was paid to Yves Chapot in 2024(1). (1) See detailed disclosures in section 2.6.1.12 of the 2024 Universal Registration Document. 124 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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