7 _499 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions Second resolution (Appropriation of net income for the year ended December 31, 2023 and approval of the recommended dividend) On the recommendation of the Managing Chairman (as approved by the Supervisory Board), the Ordinary Shareholders Meeting notes that the total amount available for distribution is as follows: ● net income for the year: €272,053,028.25; ● share of profits attributed to the General Partners in accordance with the Bylaws: €3,300,000.00; ● balance: €268,753,028.25; ● plus retained earnings brought forward from prior years: €1,885,644,772.78; ● represents a distributable amount of: €2,154,397,801.03. And resolves: ● to pay an aggregate dividend of: €965,193,387.75 ● representing: €1.35 per share ● to appropriate the balance of €1,189,204,413.28 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. For individual shareholders domiciled in France for tax purposes, the tax treatment of the dividend will be as follows: ● in application of Article 200-A of the French General Tax Code (Code général des impôts), dividends paid to individual shareholders domiciled in France for tax purposes are subject to a 30% (thirty percent) flat tax comprising 12.8% (twelve point eight percent) for income tax and 17.2% (seventeen point two percent) for social security contributions. This flat tax does not discharge the individual from other tax liabilities; ● the 12.8% flat tax will be applied automatically unless the taxpayer makes an irrevocable election to pay income tax at the graduated rate on all dividend income. The election must be made each year, when the taxpayer’s personal income tax return is filed; ● the two-step method of paying tax on dividends is maintained. In accordance with Article 119 bis of the French General Tax Code, dividends paid to shareholders not domiciled in France for tax purposes are subject to withholding tax at the rate applicable to the country in which the shareholder is domiciled. As required under Article 243 bis of the French General Tax Code, shareholders note that dividends paid for the past three years were as follows: Year Total dividend payout (in €) Dividend per share (in €)(2) 2020(1) 410,182,197.80 2.30 2021(1) 803,387,025.00 4.50 2022 892,646,767.50 1.25 (1) Paid on shares with a par value of €2, before the four-for-one stock-split in June 2022. (2) The full amount of the dividend was eligible for the 40% tax allowance provided for in Article 158-3-2° of the French General Tax Code. 3rd resolution Approval of the consolidated financial statements for the year ended December 31, 2023 The purpose of the 3rd resolution is to approve the consolidated financial statements for the year ended December 31, 2023, which show net income for the period of €1,982,603 thousand. The 2023 Universal Registration Document, which can be downloaded from Michelin’s website (www.michelin.com), contains an analysis of the consolidated financial statements and year-on-year changes. Third resolution (Approval of the consolidated 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 consolidated financial statements for the year ended December 31, 2023, which show net income for the period of €1,982,603 thousand.
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