Michelin CGDE : Engagement Governance Roadshow - Investor presentation

September 30, October 1 and 2

2024

« Offering everyone a better way forward »

1. The MICHELIN Partnership limited by shares

1. The Supervisory Board and its Committees

1. Career and succession plan

1. M&A

1. Compensation Policy

1. Sustainability

1. 2025 Annual Shareholders meeting

1. Key takeaways

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

Statutory

SUPERVISORY BOARD

Barbara Dalibard

Chair

Exercises permanent oversight of

the Company's management, assesses its quality and reports thereon to the shareholders. Also engages in specific corporate governance duties.

GENERAL PARTNERS

With unlimited joint and personal liability for the Company's debts

MANAGERS	SAGES
Non-Managing
	General Partner
Managers administer and	;
manage the Company
	Initiates the Manager succession
Florent Menegaux	and compensation process.
Ensures that the Company is led
Managing Chairman	by skilled, efficient Managers
who embody Michelin's values.
and General Partner
Cannot take part in the management
	of the Company*.

Yves Chapot	Vincent Montagne
Chairman
General Manager

Auditors

(Finance &

Sustainability) Deloitte & PwC

Collaborate on Managers' succession planning and compensation

SHAREHOLDERS (LIMITED PARTNERS)

* Unless the position of Manager(s) falls vacant.

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

With customized

characteristics

Balanced governance

structure,

a key driver of its sustainable

long-term success, robust

corporate culture and shared values​.

Serving the Company and

its shareholders

Providing stability and

helping protect the Company against short-term pressure that could be detrimental to

shareholder value

Continuously enhanced

Providing all necessary

controls and oversight

to ensure

shareholder protection

and convergence of

interests between the different stakeholders​

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

Responsibilities

• Overseeing the quality of the Company's management
• Reviewing the Group's strategy
• Issuing recommendations regarding significant investments and external growth transactions
• Setting performance criteria for the
  Managers' compensation

Key annual activities

• Reviewing the Supervisory Board members' independence
• Assessing the Supervisory Board's performance
• Organizing executive sessions (led by the Senior Independent Member of the Supervisory Board)

Supported by

	•	Audit Committee
External expertise	•	Compensation and Appointments Committee
	• Corporate Social Responsibility Committee
		2024 Engagement Governance Roadshow _ September 30, October 1 & 2

Compensation and	Chair of the	Compensation
Appointments	Compensation and	and Appointments
Committee	Appointments	Committee
	Committee
	Corporate Social
	Responsibility
	Committee

Compensation	11
and Appointments
Committee
	members
	45 %
	of members are

Thierry Le Hénaff

Jean-Michel Severino

Senior Independent Member

Chair of the

Audit

Committee

Barbara Dalibard	Patrick de La
Chair of the Supervisory Board*	Chevardière

Chair of the

Corporate Social

Responsibility

Committee

Audit

Committee

• Non-independentmember
• Excluding members representing employees

Monique Leroux

Delphine Roussy

Member representing employees*

Audit

Committee

Aruna Jayanthi

Corporate Social

Responsibility

Committee

Jean-Christophe Laourde

Member representing employees*

Pascal Vinet	women
Audit	89 %**
Committee	of members are
	independent
	9
Catherine Soubie	meetings

Corporate Social	100 %
attendance rate
Responsibility
Committee

Audit	33 %
Committee
	of members are
Wolf-Henning Scheider	foreign nationals

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

IT, AI and Cybersecurity

Social Environment,

Human Resources and

Governance

Automotive and

Mobility Sector

International

Management

Environment,

Climate and Biodiversity

Finance

Materials

Manufacturing

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

Audit Committee

• Financial statements
• Risk management procedures & audit plan (including CSR IROs)
• Cybersecurity risks
• Meeting with the Statutory Auditors without Executives
• Review of the CSR risk matrix➔ together with the CSR Committee
• International tax reform

Compensation & Appointments

Committee

• Managers' compensation: packages & objectives
• Managers' succession plans
• Employees: performance share & employees shareholding plan policies
• Group Executive Committee: review of compensation packages & succession plan

CSR Committee

• The Group's CSR strategy, objectives, policies and commitments
• Integrity, completeness and outstanding quality of the CSR strategy and initiatives implemented by the Group
• Monitoring of regulatory developments (CSRD, ISSB,...)
• Non-financialcompliance, ethics and corporate social responsibility (including fair wage and inclusion policies)

Independent	Independent	Independent

Key topics

Key topics

Key topics

* Excluding members representing employees

Health and safety Impact of global warming Diversity and inclusion Finance

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

Applies

governance standards at update continuously

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Non-executive Chair of the Board

Thorough review of the independence of members (89%)

Senior Independent Member who calls an executive session at least once a year

Yearly assessment of the Board

Collaborative work between the Supervisory Board and SAGES on the Managers' succession and compensation processes

Two members representing employees elected as members of the Supervisory Board

Corporate Social Responsibility (CSR) Committee

Diversity policy applied to the Board with measurable targets and a detailed expertise matrix Internal rules for the Board and its Committees published on Michelin's corporate website Annual Governance roadshow since 2022, led by the Chair

2024 Engagement Governance Roadshow _ September 30, October 1 & 2

The policies related to the appointment of Managers, including career and succession plans, are developed jointly by the Non-Managing General Partner and the Compensation and Appointments Committee

ADVICE

APPOINTMENT

PROPOSAL

FORMAL

RECOMMENDATION

ELECTION

RENEWAL/DISMISSAL

PROPOSAL

APPROVAL

Compensation and Appointments Committee

Periodic review of the succession plan

Non-Managing General Partner (SAGES)

Selects and proposes a Manager for appointment

Supervisory Board

makes a recommendation to the Shareholders

based on the Compensation and Appointments Committee's recommendation

Shareholders Meeting

The Manager's appointment (for a fixed term of 4 years) is subject to EGM (or AGM) approval

Non-Managing General Partner (SAGES)

Proposes the renewal or dismissal of a Manager

Supervisory Board

Approves the renewal or dismissal of a Manager

based on the Compensation and Appointments Committee's recommendation

2024 Engagement Governance Roadshow _ September 30, October 1 & 2