_500 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions 4th resolution Related-party agreements As no related-party agreements were entered into during 2023, shareholders are invited to place on record that there are no such agreements to approve. In addition, no related-party agreements approved in previous years remained in force during 2023. Fourth resolution (Related-party agreements) Having considered the Statutory Auditors’ special report on related-party agreements governed by Article L. 226-10 of the French Commercial Code (Code de commerce), the Ordinary Shareholders Meeting approves said report and places on record that no such agreements requiring shareholder approval were entered into or were in force in 2023. 5th resolution Authorization for the Managers, or either of them, to put in place a share buyback program, except during a public offer period, based on a maximum purchase price per share of €55 In the 5th resolution, shareholders are invited to renew the authorization granted to the Company to buy back its own shares over a period of 18 months. The maximum purchase price per share under this authorization would be €55 and the maximum number of shares purchased would not exceed 10% of the total shares outstanding at the time of the transaction(s). This authorization is in line with the authorizations given for the same purpose by the Annual Shareholders Meetings of May 13, 2022 and May 12, 2023. During 2023, the Company used the authorization of May 13, 2022(1) to buy back 34,629 shares. For details of the buybacks, see section 6.5.6 b of the 2023 Universal Registration Document. The proposed authorization could not be used during a public offer period. Fifth resolution (Authorization for the Managers, or either of them, to put in place a share buyback program, except during a public offer period, based on a maximum purchase price per share of €55) Having considered the reports of the Managing Chairman and the Supervisory Board, as well as the description of the share buyback program drawn up in accordance with the requirements of the General Regulations of the French securities regulator (Autorité des marchés financiers – AMF), the Ordinary Shareholders Meeting authorizes the Managers, or either of them, in accordance with Articles L. 22-10-62 et seq. and L. 225‑210 et seq. of the French Commercial Code, to put in place a program for the Company to buy back its own shares at a maximum purchase price per share of €55 (fifty-five euros). In the event of any corporate actions, such as a bonus share issue paid up by capitalizing reserves or a stock split or reverse stock split, the above maximum purchase price will be adjusted accordingly. The number of shares that may be bought back under this authorization may not represent more than 10% (ten percent) of the total shares outstanding at the time of each transaction. The total number of shares that may be purchased for the purpose of maintaining a liquid market, as set out below, will be calculated after deducting the number of shares sold over the duration of the share buyback program. In addition, the Company may not hold more than 10% (ten percent) of its own share capital at any time. Based on the share capital at December 31, 2023, the maximum amount invested in the program would not exceed €3,932,270,210 (three billion, nine hundred and thirty-two million, two hundred and seventy thousand, two hundred and ten euros), corresponding to 10% (ten percent) of the Company’s share capital, or 71,495,822 (seventy-one million, four hundred and ninety-five thousand, eight hundred and twenty-two) shares purchased at the maximum price of €55 (fifty-five euros) per share. The objectives of the share buyback program are as follows: ● to purchase shares for sale or allocation to employees of Group companies in accordance with the conditions set down by law, including (i) on exercise of stock options, (ii) under performance share plans and (iii) by way of transfer and/or employer matching contributions, directly or indirectly, in connection with employee rights issues; ● to maintain a liquid market for the Company’s shares through a liquidity contract with an independent investment services provider, using the market practices authorized by the AMF on June 22, 2021; (1) The authorization given by the Annual Shareholders Meeting of May 12, 2023 has not been used.
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