Investor relations Additional share information 06 6.5.4 b) Share grants and performance shares granted during the year A total of 2,589,138 rights to one performance share and 518,378 rights to one bonus share were granted during the year. Number of shares granted Date granted by the Managers Performance shares granted by CGEM to the ten grantees other than Managers who received the greatest number of shares 150,725 November 15, 2024 6.5.4 c) Special Report of the Managing Chairman November 14, 2024 Plan (Recognition) The Annual Shareholders Meeting of May 12, 2023 authorized the grant of shares without consideration to employees of the Company (including the Managers and the Chairman of the Supervisory Board) and of related companies within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code, with the number of shares that may be granted limited to 1.5% of issued capital. The authorization includes the possibility of granting up to 250 shares without performance conditions to more of the Group’s production operators, technicians and middle managers, subject only to a service condition, in order to continue increasing their engagement and give them a stake in the Group’s results. This authorization was used in 2024 to grant 518,378 rights to one new share of common stock to 4,886 grantees. November 15, 2024 Plan (Excellence) The Annual Shareholders Meeting of May 12, 2023 authorized the grant of shares without consideration to employees of the Company (including the Managers and the Chairman of the Supervisory Board) and of related companies within the meaning of Articles L. 225-197-1 et seq. of the French Commercial Code, with the number of shares that may be granted limited to 1.5% of issued capital. This authorization was used in 2024 to grant 2,589,138 rights to one new share of common stock to 2,590 grantees. The performance condition is based on three objectives that together demonstrate effective deployment of the Group’s Michelin in Motion strategy. All grantees are expected to fulfill three performance criteria, as set out in the report detailing the related resolution of the May 12, 2023(1) Shareholders Meeting. These criteria are as follows: n Michelin’s share performance compared with the Stoxx Europe 600 index: the difference between average closing prices of the Michelin share for 2023 and for 2026 must exceed or be equal to the difference between the closing Stoxx Europe 600 indexes for these same years by at least 5 points. Vesting prorated to the achievement rate between the trigger point of 0 and the targeted 5 points n Corporate social responsibility objective: employee engagement and the environmental performance of manufacturing operations. This criterion is based on two indicators: the environmental footprint of Michelin’s manufacturing operations and the level of employee engagement: l The i-MEP indicator tracks the environmental impact of the Group’s manufacturing operations until 2030. The i-MEP makes these easier to understand by focusing on five priority areas: energy use, CO2 emissions, organic solvent use, water withdrawals and stress, and waste production. The i‑MEP must be below 77 points in 2026. Result calculated on a straight-line basis between the threshold of 83 and the targeted 77 points. l Since 2013, the annual “Moving Forward Together: Your Voice for Action” survey has measured the employee engagement rate. The average employee engagement rate must exceed 85% in 2024, 2025 and 2026. Result calculated on a straight-line basis between the threshold of 83% and the targeted 85%. l operating performance: growth in revenue (excluding tires and distribution) and return on capital employed (ROCE). This criterion is based on two indicators: revenue growth excluding tires and distribution, and total consolidated ROCE (i.e., including acquisitions and companies accounted for by the equity method): l the growth in the new business revenue indicator (like-forlike growth excluding tires and distribution) measures the Group’s ability to grow its new businesses (as opposed to its historical core business). The average growth in new business revenue from 2023 to 2024, from 2024 to 2025 and from 2025 to 2026 must exceed 8%. Result calculated on a straight-line basis between the threshold of 3% and the targeted 8%. l total consolidated ROCE (including acquisitions, related goodwill and equity-accounted companies) measures the robustness of the Group’s performance. It must exceed 12% in 2026. Result calculated on a straight-line basis between the threshold of 10% and the targeted 12%. Provided that the grantee was still employed by the Group at the end of the vesting period (or qualified for an exemption from this requirement under French law or in the cases decided by the Managers), if the achievement rate for all of the above criteria was 100% (with each criteria accounting for 20%), then 100% of the performance shares would vest. (1) Please refer to pages 455 to 457 of the 2022 Universal Registration Document. 480 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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