_498 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions 7.1 REPORT OF THE MANAGING CHAIRMAN AND PROPOSED RESOLUTIONS Ongoing dialogue between shareholders and issuers, both before and after Annual Shareholders Meetings, is essential to enable shareholders to effectively exercise their role, and for companies to enhance their communications. One of the ways that companies can ensure the effectiveness of such dialogue is by making efforts to clearly communicate the content, rationale and import of the resolutions submitted for shareholder approval. The resolutions set in blue type below are the resolutions proposed by the Company that will be included in the Notice of Meeting published in the Bulletin des annonces légales obligatoires. Each shareholder will also be sent a copy of the Notice of Meeting within the period prescribed by law. 7.1.1 Ordinary resolutions (1st to 16th resolutions) 1st and 2nd resolutions Approval of the Company’s financial statements for the year ended December 31, 2023 Appropriation of net income for the year ended December 31, 2023 and approval of the recommended dividend The 1st and 2nd resolutions concern the approval of the Company’s 2023 financial statements and appropriation of net income for the year. Shareholders are invited to approve the transactions reflected in the Company’s income statement and balance sheet, as presented, and to appropriate net income for the year which amounts to €272,053,028.25. After deducting €3,300,000.00 attributable to the General Partners in accordance with the Bylaws, the balance of €268,753,028.25 plus €1,885,644,772.78 in retained earnings brought forward from prior years represents a total of €2,154,397,801.03 available for distribution to shareholders. We are recommending paying a dividend of €1.35 per share in respect of 2023. In order to qualify for the dividend payment, beneficiaries must be shareholders of record at midnight (CEST) on May 23, 2024 (the record date). The ex-dividend date will be May 22, 2024. The dividend will be paid as from May 24, 2024. If the ninth resolution (Approval of the components of the compensation paid or awarded to Florent Menegaux for the year ended December 31, 2023) is not approved by this Shareholders Meeting, the amount attributable to the General Partners referred to above shall be added to the amount available for distribution, as provided for in Article 12.1 of the Bylaws, and shall be appropriated to retained earnings, which will be increased to €1,192,504,413.28. If the Company holds any of its own shares on the dividend payment date, the distributable profit corresponding to the unpaid dividend on said shares shall be appropriated to retained earnings. First resolution (Approval of the Company’s financial statements for the year ended December 31, 2023) Having considered the reports of the Managing Chairman, the Statutory Auditors and the Supervisory Board, the Ordinary Shareholders Meeting approves the Company’s financial statements for the year ended December 31, 2023 which show net income for the period of €272,053,028.25. The Ordinary Shareholders Meeting also approves the transactions reflected in these financial statements and referred to in these reports, including those relating to the various provision accounts.
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