Cie Generale Des Etablissements Michelin Sa · EURONEXT:ML
Cie Generale Des Etablissements Michelin Sa — Michelin — Non-Deal Roadshow (September 2025)
37 slides from Cie Generale Des Etablissements Michelin Sa's roadshow presentation, September 2025
Slide 1: September 29th, 30th, and October 1st
September 29th, 30th, and October 1st
Slide 2: Agenda
▪ The MICHELIN partnership limited by shares ▪ The Supervisory Board and its Committees ▪ Career and succession plan ▪ M&A ▪ Compensation Policy ▪ Focus on two 2024/2025 activities: ✓ Corporate Sustainability Reporting Directive (CSRD) & ✓ Tax Transparency Reporting ▪ Annual Shareholders meeting 202
Slide 3: The partnership limited by shares model aligns Group strategy with shareholder interests
The partnership limited by shares model aligns Group strategy with shareholder interests, and guarantees clear segregation of management and supervisory powers GENERAL PARTNERS With unlimited joint and personal liability for the Company’s debts
Slide 4: A balanced Governance structure that is a key driver of Michelin's sustainable long-term success
A balanced Governance structure that is a key driver of Michelin’s sustainable long-term success, robust corporate culture and shared values With customized Serving the Company Continuously characteristics and enhanced its shareholders Balanced governance structure, Providing stability and helping p
Slide 5: Board members: Solid governance for effective and independent oversight
Board members: Solid governance for effective and independent oversight meetings1) Barbara Dalibard Aruna Jayanthi Patrick de La Chevardière Jean-Christophe Laourde Chair of the Supervisory Board Member representing employees of members are independent(1) of members are women Thierry Le Hénaff Moniq
Slide 6: Three specialized committees working together to address Shareholders' expectations
Three specialized committees working together to address Shareholders’ expectations Independent Independent Independent Compensation & Audit Committee CSR Committee Appointments Committee Oversees the preparation and control of Contributes and/or reviews the main policies Reviews the Group’s CSR str
Slide 7: Expertise of the Members of the Supervisory Board
Expertise of the Members of the Supervisory Board International Management 7 Members IT, AI and Cybersecurity 3 Members 4 Environment, Climate Members and Biodiversity 4 Finance Members Social Environment, 7 Human Resources and Members Governance Automotive and 3 Mobility Sector Members 2 Members Ma
Slide 8: Expertise of the Members of the Supervisory Board: Focus on AI seminar
Expertise of the Members of the Supervisory Board: Focus on the Artificial Intelligence (AI) seminar tailored for the Supervisory Board in 2024 Presented by: Vice President, Digital Transformation and Information Systems GENERATIVE AI OPPORTUNITIES Artificial Intelligence: Seminar for Board Members
Slide 9: Succession Plan of the Managers: Process led by the Governance bodies
Succession Plan of the Managers: Process led by the Governance bodies COMPENSATION AND ADVICE APPOINTMENTS COMMITTEE Periodic review of the succession plan NON-MANAGING GENERAL SHAREHOLDERS MEETING The manager’s 4-year appointment must be approved at the PARTNER (SAGES) APPOINTMENT EGM or AGM Select
Slide 10: For the Managers: Structure and criteria unchanged
For the Managers: Structure and criteria unchanged VARIABLE FIXED ANNUAL(2) DEFERRED(3) Financial Stock market performance performance (1) Transformation Business OTHER BENEFITS Sustainability Sustainability programs performance (1) Compensation for loss of office; non-compete indemnity; health and
Slide 11: Corporate Sustainability Reporting Directive (CSRD) & Tax Transparency Report
Corporate Sustainability Reporting Directive (CSRD) & Tax Transparency Report First Sustainability Report Tax Transparency Report CSRD Corporate Sustainability Reporting Directive CSRD Report Audit Review Committee Audit & CSR Committee Engagements Tax Transparency with Double Report Review Sustaina
Slide 12: Currently expected resolutions
Currently expected resolutions ➢ Term of the mandates of Board members: Monique Leroux • Chair of the Corporate Social Responsibility Committee Thierry le Hénaff • Senior independent Member Jean-Michel Severino • Chairman of the compensation and Appointments Committee
Slide 13: Currently expected resolutions
Currently expected resolutions New board member in progress Renewal of periodic financial authorizations Possible amendment to the company's bylaws to implement the Women on Board EU Directive
Slide 14: Key takeaways
Key takeaways A balanced governance structure that ensures the stability of the Company, and provides all necessary checks and balances to Regular external evaluation by a specialized firm ensure shareholder protection and safeguard the interests of all stakeholders Supervisory Board Senior Committe
Slide 15: APPENDIX
APPENDIX a_© ae
Slide 16: The Supervisory Board exercises permanent oversight of the Company's management
The Supervisory Board exercises permanent oversight of the Company’s management, and assesses its quality on behalf of the shareholders • Regular review of the Group’s strategy and competitive position • Periodic review of the Group’s : • markets of operation • financial results and financial statem
Slide 17: The Supervisory Board has specific duties regarding the Group's strategy and Corporate Governance
The Supervisory Board has specific duties regarding the Group’s strategy and Corporate Governance Responsibilities Key annual activities • Overseeing the quality of the Company's • Reviewing the Supervisory Board management members’ independence • Reviewing the Group's strategy • Assessing the Super
Slide 18: Audit Committee
Audit Committee Review of the first CSRD Sustainability Statement o Patrick de La Chevardière (double materiality) Chair of the Committee o Aruna Jayanthi Review of accounting and financial information, the Audit Plan and the first Tax Transparency Report o Monique Leroux Review of Risk management a
Slide 19: Compensation and Appointments Committee
Compensation and Appointments Committee Review of the compensation of the Managers (fixed o Jean-Michel Severino and variable) and of the Supervisory Board members Chair of the Committee Review of Group policies and action plans for o Thierry Le Hénaff managing talent and promoting diversity and inc
Slide 20: Corporate Social Responsibility (CSR) Committee
Corporate Social Responsibility (CSR) Committee o Monique Leroux Review of the "double materiality" analysis for the first Chair of the Committee sustainability report o Jean-Christophe Laourde Tracking of emerging sustainability standards and best o Wolf-Henning Scheider practices Analysis of the G
Slide 21: Expertise of the members of the Supervisory Board
Expertise of the members of the Supervisory Board Barbara Dalibard International Aruna Jayanthi Patrick de la Chevardière Management Thierry le Hénaff Patrick de la Chevardière Barbara Dalibard IT, AI and Wolf-Henning Scheider Monique Leroux Aruna Jayanthi Catherine Soubie Finance Jean-Michel Severi
Slide 22: Michelin's Governance evolves through an iterative process factoring in shareholders' expectations
Michelin’s Governance evolves through an iterative process factoring in shareholders’ expectations 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2023 2024 2025 ▪ Alignment of ▪ Corporate Social ▪ First CSRD Sustainability Managers’ LTI and Responsibility Statement (double materiality) Group
Slide 23: Supervisory Board: a culture of high governance standards that continuously evolve
Supervisory Board: a culture of high governance standards that continuously evolve • 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 • Collaborativ
Slide 24: ESG awareness and oversight are fully embodied in Michelin's management and governance structure
ESG awareness and oversight are fully embodied in Michelin’s management and governance structure Group’s Management Supervisory Board CSR COMMITTEE Oversees 5 sustainable development and mobility committees • Review of the Non-Financial Statement including the most significant KPIs in terms of CSR •
Slide 25: Supervisory Board reviews all M&A strategic above €50 million
Supervisory Board reviews all M&A strategic above €50 million and issues a formal opinion Every Every quarter Ad hoc six months The Supervisory Board Reviews Managers report to the Supervisory Board on Supervisory Board meetings on key the deal flows acquisitions carried out over the last 4 years. m
Slide 26: Supervisory Board members – Nomination process
Supervisory Board members – Nomination process The Supervisory Board members* are elected by shareholders for a four-year term, following an independent non- executive nomination process led by the independent Compensation and Appointments Committee External consultant Profile description Interviews
Slide 27: Supervisory Board members – End of the Current terms
Supervisory Board members – End of the Current terms Current terms expires Members Committee(s) (AGM) Thierry Le Hénaff Compensation & Appointments 2026 Monique Leroux Audit, Corporate Social Responsibility Jean-Michel Severino Corporate Social Responsibility, Compensation & Barbara Dalibard Chair o
Slide 28: The Non-Managing General Partner, SAGES, is bound to the Company by legacy, loyalty and values
The Non-Managing General Partner, SAGES, is bound to the Company by legacy, loyalty and values SAGES at a glance Chairman: Vincent Montagne • Recommended by Michelin’s General Partners François Michelin and François Rollier, and approved by shareholders in 1970 • Three categories of shareholders (in
Slide 29: Roles and responsibilities of the committees regarding Sustainability information in relation to CSRD & ISSB
Roles and responsibilities of the committees regarding Sustainability information in relation to CSRD & ISSB standards Audit Committee Corporate Social Responsibility Committee • Monitor the sustainability reporting process • Issue opinions on the development of the Group's overall CSR strategy and
Slide 30: Corporate social responsibility is fully integrated into Michelin's "All Sustainable" structure
Corporate social responsibility is fully integrated into Michelin’s “All Sustainable” management and governance structure SUPERVISORY BOARD AUDIT COMMITTEE CSR COMMITTEE CORPORATE STAKEHOLDERS COMMITTEE Decisions Recommendations EMPLOYEE ETHICS SUSTAINABLE ENVIRONMENT HUMAN RIGHTS HEALTH AND SAFETY
Slide 31: The managers' compensation policy establishes a competitive framework
The managers’ compensation policy establishes a competitive framework aligned with the Group’s strategy and business environment • LTI for Managers: performance shares aligned with Group employee incentive schemes (criteria and objectives) • Annual variable compensation capped (as a % of fixed compe
Slide 32: 2025 Compensation policy for the CEO
2025 Compensation policy for the CEO: Balanced and complimentary criteria for both annual and differed compensation Fixed compensation Annual variable compensation Performance share grants Subject to performance conditions over 3 years €1,100,000 Capped at 150% of fixed compensation Capped at 140% o
Slide 33: 2025 Compensation policy for the General Manager
2025 Compensation policy for the General Manager: Balanced and complimentary criteria for both annual and differed compensation Fixed compensation Annual variable compensation Performance share grants Subject to performance conditions over 3 years €770,000 Capped at 150% of fixed compensation Capped
Slide 34: Climate strategy structured around transition and adaptation plans
Climate strategy structured around transition and adaptation plans, towards net-zero emissions by 2050 STRUCTURED AROUND 2 AXES: ● A TRANSITION plan including initiatives to decarbonize direct and indirect activities in the value chain (Scopes 1, 2 & 3) and a strategic plan to support a low- carbon
Slide 35: Non-financial performance: Michelin, a leading and recognized player in sustainable mobility
Non-financial performance: Michelin, a leading and recognized player in sustainable mobility To assess its environmental, social and governmental (ESG) performance as objectively as possible, the Michelin Group tracks the ratings and scores assigned to it by the leading internationally recognized no
Slide 36: "This presentation is not an offer to purchase or a solicitation to recommend the
"This presentation is not an offer to purchase or a solicitation to recommend the purchase of Michelin shares. To obtain more detailed information on Michelin, please consult the documents filed in France with the French securities regulator (Autorité des marchés financiers - AMF), which are also av
Slide 37: Investor relations contacts
Guillaume JULLIENNE Benjamin MARCUS Centre d'Affaires Paris Trocadéro 112 avenue Kléber 75016 Paris - 23, place des Carmes Dechaux 63040 Clermont-Ferrand Cedex 9 investor-relations@michelin.com