3 _151 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 3 CORPORATE GOVERNANCE REPORT Articles of incorporation, Bylaws and shareholder participation at General Meetings 3.10.5 Statutory allocation of profits (Articles 12 and 30 of the Bylaws) Allocation to the General Partners of a share of net income (the Profit Share), calculated as follows: ● the portion of the Profit Share attributable to the Managing General Partner(s) is determined by reference to the objectives set in advance by the Supervisory Board; ● the portion attributable to the Non-Managing General Partner is equal to the amount attributable to the Managing General Partner(s) in respect of his/her/their annual variable compensation or in any other form whatsoever (including in performance shares). In all cases, the total Profit Share due to the General Partners is capped at 0.6% of consolidated net income for the year. Net income comprises net revenue for the year less general and administrative costs and all other expenses of the Company, including any depreciation, amortization and provisions deemed necessary. Net income remaining after the allocation to the General Partners, plus any retained earnings brought forward from the prior year, is attributable to shareholders. The shareholders may decide to make deductions from this attributable net income to be used, as recommended by the Managing Chairman, to create or increase one or more reserve or contingency funds, over which the General Partners shall not have any rights. 3.10.6 Shareholder participation at General Meetings Notices of Meeting (Article 21 of the Bylaws) Notices of Meeting are issued in such form and with such advance notice as is prescribed by law. Conditions of attendance (Articles 22 and 24 of the Bylaws) Shareholders may attend General Meetings regardless of how many shares they own, provided such shares are fully paid up and are registered in the Company's share register at least three days before the date of the Meeting. Exercising voting rights – attribution of double voting rights (Article 22 of the Bylaws) Owners or proxies of owners of fully paid-up shares registered in the name of the same holder for at least four years shall have two votes per share, without limitation. In the event of a capital increase paid up by capitalizing reserves, income or additional paid-in capital, the resulting bonus shares distributed in respect of registered shares carrying double voting rights shall similarly carry double voting rights. Transfer through inheritance, liquidation of marital assets, inter vivos transfers to a spouse or to a relative in the ascending or descending line shall not result in the loss of double voting rights or a break in the qualifying period described above. Shares transferred for any other reason shall lose their double voting rights ipso jure. Statutory disclosure thresholds As of the date of this report, the Bylaws do not require shareholders to disclose their interests to the Company when certain shareholding thresholds are exceeded. Further information is provided on the Company's website www.michelin.com.
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