Annual Shareholders Meeting of May 16, 2025 Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions 07 7.2.2 APPROVAL OF THE COMPENSATION OF THE CORPORATE OFFICERS, ADJUSTMENT OF THE TOTAL COMPENSATION AWARDED TO THE SUPERVISORY BOARD (6TH TO 11TH AND 13TH RESOLUTIONS) The policy and the components of the corporate officer compensation packages were presented to the corresponding Annual Shareholders Meetings by the Chair of the Compensation and Appointments Committee. In 2025, the General Partners and the Supervisory Board are submitting to the Annual Shareholders Meeting for approval: n the 2025 Compensation Policy applicable to (i) the Managers (6th resolution) and (ii) the Supervisory Board (7th resolution)(1); n the information about the compensation of the Managers and the Chair of the Supervisory Board (8th resolution) and the individual compensation paid or awarded to them (9th to 11th resolutions) for 2024(2). At this year’s Meeting, we intend to ask shareholders to approve an adjustment of the total annual compensation awarded to the Supervisory Board (13th resolution). The challenges facing Michelin, such as developing innovative technologies, managing risks and deploying its strategy, require its senior executives and corporate officers to increase their levels of expertise. The Supervisory Board members devote an increasing amount of time to their Board responsibilities, not only to fulfill their legal and statutory duties, but also due to (i) the steady increase in their workload as members of the Committees of the Board (Audit Committee, CSR Committee, Compensation and Appointments Committee) and (ii) the requirement for them to participate in ongoing training, especially on emerging issues such as AI and cybersecurity, adaptation to climate change, and changes in terms of corporate social responsibility. The conclusions of the periodic assessments of the Board’s practices, the observations of its independent members as reported by the Senior Independent Member, and the growing range of topics that they are called on to examine, all attest to the Board member’s high quality long-term commitment to the Company and its shareholders. Michelin is concerned by the need to offer competitive rates of compensation to the Supervisory Board members and therefore reviews their compensation at intervals that are consistent with their terms of office, unless a major event occurs. To take into account the current and future increase in the number of Supervisory Board meetings, and the growing participation of its members in the work of the Committees of the Board as well as in coordinating this work, the Supervisory Board intends to recommend to the Annual Shareholders Meeting (13th resolution) an increase in the total annual amount payable to its members as from 2025 to €1,150,000 from €950,000 currently (amount set three years ago at the Annual Shareholders Meeting of May 13, 2022). The proposed new ceiling is below the average total compensation awarded to the boards of comparable CAC 40 industrial groups(3). Adoption of this new ceiling would not lead to any change in the other components of the compensation policy for 2025(4) compared with the previous shareholder-approved policy; in particular: n the individual shares of the total compensation paid to Board members would be unchanged and would not be increased; n payment of 60% of the total amount receivable would continue to depend on the member’s attendance rate at meetings of the Supervisory Board and of any Committees of which he or she is a member; n the specific compensation paid to the Chair of the Supervisory Board, which is not included in the Board’s total compensation, would also be unchanged and would not be increased. We concur with the proposal of the Compensation and Appointments Committee and recommend that shareholders adopt the corresponding proposed resolutions. (1) Detailed policy described in the Supervisory Board’s Corporate Governance Report; see section 2.3 of the 2024 Universal Registration Document. (2) Detailed disclosures in the Supervisory Board’s Corporate Governance Report; see sections 2.4 and 2.5 of the 2024 Universal Registration Document. (3) Based on information available or estimated for the boards of the following companies: Airbus, Air Liquide, Danone, Engie, Legrand, Stellantis, Renault, STMicroelectronics, Valeo, Wordline. (4) See detailed description of the 2025 Supervisory Board compensation policy in section 2.3.3 of the 2024 Universal Registration Document. 504 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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