Cie Generale Des Etablissements Michelin Sa · EURONEXT:ML
Cie Generale Des Etablissements Michelin Sa — Michelin — Non-Deal Roadshow (September 2026)
41 slides from Cie Generale Des Etablissements Michelin Sa's roadshow presentation, Sep 28, 2026
Slide 1: Engagement Governance Roadshow
ROADSHOW GOUVERNANCE 1 Engagement Governance Roadshow September 28 & 29, 2026
Slide 2: Agenda
ROADSHOW GOUVERNANCE 2 Agenda 1. The Michelin partnership limited by shares 2. The Supervisory Board and its Committees 3. Career and Succession plan 4. Compensation Policy 5. CSRC - Activity 6. Key takeaways
Slide 3: The Michelin partnership limited by shares
ROADSHOW GOUVERNANCE 3 The Michelin partnership limited by shares The partnership limited by shares model aligns Group strategy with shareholder interests, and provides a clear separation between management and the supervisory board Shareholders (Limited Partners ) GENERAL PARTNERS Supervisory With
Slide 4: A balanced governance structure driving sustainable long-term success
ROADSHOW GOUVERNANCE 4 The Michelin partnership limited by shares 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 and Continuously enhanced characteristics its shareholder
Slide 5: An efficiently operating Board with a majority of independent members
ROADSHOW GOUVERNANCE 5 The supervisory board and its commitees An efficiently operating Board with a majority of 2025 independent members 89% (1) Independent members Barbara Dalibard Chair Aruna Jayanthi Patrick de La Chevardière Jean -Christophe Laourde Member representing employees 45% Women 100%
Slide 6: Three specialized Committees working together to meet shareholders' expectations
ROADSHOW GOUVERNANCE 6 The supervisory board and its commitees Supervisory Board: Three specialized Committees working together to meet Shareholders’ expectations and prepare the Board’s deliberations 100% 100% 100% Independent Independent* Independent* Compensation & Audit Committee CSR Committee A
Slide 7: Expertise of the Members of the Supervisory Board
ROADSHOW GOUVERNANCE 7 The supervisory board and its commitees Expertise of the Members of the Supervisory Board Automotive and 3 Members International Management 8 Members Mobility Sector Environment, Climate and Biodiversity 4 Members IT, AI and Cybersecurity 4 Members Finance 5 Members Manufactur
Slide 8: External Assessment of the Supervisory Board's practices
ROADSHOW GOUVERNANCE 8 The supervisory board and its commitees External Assessment of the Supervisory Board’s practices Independent Evaluation of Supervisory Board Performance • CAC 40 best -practice governance • Reinforcement of M&A review • High -quality information and onboarding process and proc
Slide 9: 2025: Reinforced Expertise in AI, Cybersecurity, and Group Strategy
ROADSHOW GOUVERNANCE 9 The supervisory board and its commitees 2025: Reinforced Expertise in Artificial Intelligence, Its Business Applications and Impact, Cybersecurity, and Group Strategy Strengthening the Supervisory THE GROUP POSITION Board with AI Michelin accelerates the integration of AI in I
Slide 10: Nomination process of the managers
ROADSHOW GOUVERNANCE 10 Career and succession plan Nomination process of the managers COMPENSATION AND ADVICE APPOINTMENTS COMMITTEE Periodic review of the succession plan SHAREHOLDERS MEETING NON -MANAGING The manager’s 4 -year appointment must be ELECTION approved at the EGM or AGM GENERAL PARTNER
Slide 11: Philippe Jacquin, General Manager since May 22, 2026
ROADSHOW GOUVERNANCE 11 Career and succession plan Philippe Jacquin, General Manager since May 22, 2026 On May 22 , 2026 , he becomes General Manager for the Group . He also supervises the Strategy & Transformations and Innovation & Partnerships Corporate Directions, the Digital Transformation & I
Slide 12: Bénédicte de Bonnechose, Chief Financial Officer
ROADSHOW GOUVERNANCE 12 Career and succession plan Bénédicte de Bonnechose, Chief Financial Officer, supervises the Corporate & Business Services Operational Direction Member of the Group Executive Committee . Since 1 June 2026 : Chief Financial Officer, overseeing the Corporate & Business Servi
Slide 13: Supervisory Board members – Nomination process
ROADSHOW GOUVERNANCE 13 Career and succession plan Supervisory Board members – Nomination process Initial Board Assessment • Members* are elected by Shareholders Board assessment for a term up to four years conclusion Profile description • Process led by the Compensation and Appointments Committee I
Slide 14: Structure of the Managers' compensation policy
ROADSHOW GOUVERNANCE 14 Compensation Policy Structure of the Managers’ compensation policy Variable compensation Fixed Annual(2) Long-term(3) compensation Business performance Business performance New • Net income • Tires & Services: growth in revenue • Segment operating income (SOI) • Polymer Compo
Slide 15: Board members mandates
ROADSHOW GOUVERNANCE 15 2027 Annual Shareholders Meeting Board members mandates Term of the mandates of Board members Barbara Dalibard Aruna Jayanthi Chair of the Supervisory Board Member of the Audit Committee Non -independent member of the Independent member of the Supervisory Board Supervisory Bo
Slide 16: Currently expected resolutions
ROADSHOW GOUVERNANCE 16 2027 Annual Shareholders Meeting Currently expected resolutions Renewal of periodic financial authorizations ; authorizations for Share buyback program and Company ‘s capital reduction
Slide 17: Corporate Social Responsibility Committee: Focus on 2025/2026 Activities
ROADSHOW GOUVERNANCE 17 17 CSRC - Activity Corporate Social Responsibility Committee | Focus on 2025/2026 Activities Cross -committee Environment Social & Governance • Analysis of the Group's non -financial • Water Strategy: Key Issues & • Review Group's Corporate Citizenship performance Priorities
Slide 18: Key takeaways
ROADSHOW GOUVERNANCE 18 Key takeaways Clear ESG strategy : Diversity policy with measurable targets, a decarbonization roadmap A balanced governance structure : The partnership limited by shares aligns strategy with shareholder interests, ensures Independently validated practices: stability, and res
Slide 19: Appendix
ROADSHOW GOUVERNANCE 19 Appendix
Slide 20: The Supervisory Board exercises permanent oversight of the Company's management
ROADSHOW GOUVERNANCE 20 20 Appendix 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 • fi
Slide 21: The Supervisory Board has specific duties regarding strategy and Corporate Governance
ROADSHOW GOUVERNANCE 21 Appendix 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
Slide 22: Audit Committee Members
ROADSHOW GOUVERNANCE 22 Appendix Audit Committee Members Patrick de La Chevardière Review of: Chairman o Risk management and internal control systems o The Sustainability Statement in accordance with the Aruna Jayanthi CSRD (double materiality) o The M&A monitoring process Monique Leroux o The Cod
Slide 23: Compensation and Appointments Committee Members
ROADSHOW GOUVERNANCE 23 Appendix Compensation and Appointments Committee Members Review of : Jean -Michel Severino o The succession plan for the Managers, executive Chairman management and Supervisory Board members o Compensation of the Managers (including variable Thierry Le Hénaff compensation) an
Slide 24: Corporate Social Responsibility Committee Members
ROADSHOW GOUVERNANCE 24 Appendix Corporate Social Responsibility Committee Members Review of: Monique Leroux Chair o The Sustainability Statement o The Group’s decarbonization plan Jean -Christophe Laourde The water strategy and circularity of end -of -life tires Tracking of emerging sustainab
Slide 25: Dynamic Governance: evolving through an iterative process
ROADSHOW GOUVERNANCE 25 25 Appendix Dynamic Governance: 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 2026 ▪ Alignment of ▪ Corporate Social ▪ CSRD Sustainability Statement Mana
Slide 26: A culture of high governance standards that continuously evolve
ROADSHOW GOUVERNANCE 26 Appendix The Supervisory Board and its Committees: 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 on
Slide 27: Examples of board control: ESG awareness and oversight
ROADSHOW GOUVERNANCE 27 Appendix Examples of board control: ESG awareness and oversight are fully embodied in Michelin’s management and governance structure Group’s Management Supervisory Board Group executive committee CSR COMMITTEE Oversees 5 sustainable development and mobility committees • Revie
Slide 28: Supervisory Board members – End of the Current terms
ROADSHOW GOUVERNANCE 28 Appendix Supervisory Board members – End of the Current terms Current terms expires (AGM) Members Committee(s) Barbara Dalibard Chair of Board 2027 Aruna Jayanthi Audit Patrick de La Chevardière Audit Jean-Christophe Laourde Corporate Social Responsibility 2028 Catherine Soub
Slide 29: The Non-Managing General Partner, SAGES
ROADSHOW GOUVERNANCE 29 Appendix The Non-Managing General Partner, SAGES, is bound to the Company by legacy, loyalty and values Chairman : Vincent Montagne SAGES at a glance • Recommended by Michelin’s General Partners François Michelin and François Rollier, and approved by shareholders in 1970 • Th
Slide 30: M&A Deals: Supervisory Board reviews major M&A projects
ROADSHOW GOUVERNANCE 30 Appendix M&A DEALS | Supervisory Board reviews major M&A projects and issues a formal opinion Every Every Ad hoc quarter six months From 2026 The Supervisory Managers report to the Supervisory Supervisory Board To further increase Board Reviews Board on acquisitions carried o
Slide 31: Roles and responsibilities of the committees regarding Sustainability information
ROADSHOW GOUVERNANCE 31 Appendix Sustainability: Roles and responsibilities of the committees regarding Sustainability information in relation to CSRD & ISSB standards Corporate Social Responsibility Audit Committee Committee • Monitor the sustainability reporting process • Issue opinions on the dev
Slide 32: Corporate social responsibility integrated into management and governance structure
ROADSHOW GOUVERNANCE 32 Appendix Sustainability: Corporate social responsibility is fully integrated into Michelin’s “All Sustainable” management and governance structure SUSTAINABLE DEVELOPMENT GOVERNANCE SUPERVISORY BOARD (Audit and CSR) GROUP EXECUTIVE COMMITTEE Group Management Committee* CORPOR
Slide 33: The managers' compensation policy establishes a competitive framework
ROADSHOW GOUVERNANCE 33 Appendix 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) Transparency and • Annual v
Slide 34: Focus on two activities in 2026: CSRD & Tax Transparency Report
ROADSHOW GOUVERNANCE 34 Appendix Focus on two activities in 2026: Corporate Sustainability Reporting Directive (CSRD) & Tax Transparency Report Sustainability Report CSRD Tax Transparency Report Corporate Sustainability Reporting Directive CSRD Report Review Audit Committee Audit & CSR Committee Tax
Slide 35: 2026 Compensation policy for the CEO
ROADSHOW GOUVERNANCE 35 Appendix 2026 Compensation policy for the CEO: Balanced and complementary criteria for both annual and deferred compensation Fixed compensation Performance share grants Annual variable compensation Subject to performance conditions over 3 years €1,100,000 Capped at 150% of fi
Slide 36: 2026 Compensation policy for the General Manager
ROADSHOW GOUVERNANCE 36 Appendix 2026 Compensation policy for the General Manager: Balanced and complementary criteria for both annual and deferred compensation Performance share grants Fixed compensation Annual variable compensation Subject to performance conditions over 3 years Capped at 150% of f
Slide 37: 2026 Compensation policy for the General Manager
ROADSHOW GOUVERNANCE 37 Appendix 2026 Compensation policy for the General Manager: Balanced and complementary criteria for both annual and deferred compensation Performance share grants Fixed compensation Annual variable compensation Subject to performance conditions over 3 years Capped at 150% of f
Slide 38: Climate strategy: transition and adaptation plans towards net-zero by 2050
ROADSHOW GOUVERNANCE 38 Appendix Climate strategy structured around transition and adaptation plans, towards net-zero emissions by 2050 STRUCTURED AROUND 2 AXES A TRANSITION plan An ADAPTATION plan to decarbonize all value -chain activities (Scopes responding to physical impacts of climate 1, 2 & 3)
Slide 39: Recognized leadership in non-financial performance
ROADSHOW GOUVERNANCE 39 Appendix Recognized leadership in non-financial performance 2026 Michelin Ratings * Low Risk AA A A- A B 88 / 100 CLIMATE WATER SUPPLIER 14.4 CHANGE SECURITY ENGAGEMENT Prime Platinum * as of March 31, 2026
Slide 40: Disclaimer
ROADSHOW GOUVERNANCE 40 Disclaimer "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 f
Slide 41: Contacts
ROADSHOW GOUVERNANCE 41 Contacts Guillaume JULLIENNE Benjamin MARCUS Nadia AIT MOKHTAR Centre d'Affaires Paris Trocadéro 112 avenue Kléber 75016 Paris - 23, place des Carmes Dechaux 63040 Clermont -Ferrand Cedex 9 investor -relations@michelin.com