7 _513 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions 23rd resolution Authorization for the Managers, or either of them, to increase the Company’s capital by issuing ordinary shares, without pre-emptive subscription rights for existing shareholders, in connection with a stock‑for‑stock offer or in payment of contributed assets The 23rd resolution concerns issues of shares, without preemptive subscription rights for existing shareholders, in connection with a stock-for-stock offer or in payment of contributed assets in connection with an external growth transaction. Shares issued in payment of contributed assets would be limited to the equivalent of 10% of the Company’s capital and would be included in the ceiling specified in the 18th resolution. This authorization, which could not be used during a public offer period, renews the authorization given at the Annual Shareholders Meeting of May 13, 2022 (25th resolution), which has not been used. Twenty-third resolution (Authorization for the Managers, or either of them, to increase the Company’s capital by issuing ordinary shares, without pre-emptive subscription rights for existing shareholders, in connection with a stock-for-stock offer or in payment of contributed assets) Having considered the reports of the Managing Chairman and the Supervisory Board and having noted the approval of both of the General Partners, the Extraordinary Shareholders Meeting resolves: ● to authorize the Managers, or either of them, to issue ordinary shares, except during a public offer period: ● in connection with a stock-for-stock offer carried out in accordance with Article L. 22-10-54 of the French Commercial Code; or ● as payment for shares or securities carrying rights to shares of another company contributed to the Company in transactions not governed by Article L. 22‑10‑54 of the French Commercial Code, in which case the number of shares issued shall be based on the report of the Expert Appraiser of Capital Contributions (Commissaire aux apports) and shall not exceed 10% (ten percent) of the Company’s capital. The aggregate par value of shares issued under this authorization shall be included in the ceiling specified in the eighteenth resolution of this Meeting; ● that the Managers, or either of them, shall have full powers – which may be delegated in accordance with the applicable laws and regulations – to use this authorization, including to (i) determine the timing and terms and conditions of the capital increase(s), (ii) determine the subscription period(s) and cum-rights date(s) as well as the method and timeframe for paying up shares, (iii) approve the value attributed to the acquired stock, (iv) apply for the listing of the new shares on any market chosen by them, (v) place on record the amount of the capital increase(s) resulting from the issue of shares, (vi) carry out – directly or through a representative – all operations and formalities related to the capital increase(s) and, at their discretion, charge the costs of the capital increase(s) against the related premiums and deduct from the premiums the amounts necessary to increase the legal reserve to 10% of the new capital after each capital increase. This authorization shall be valid for a period of 26 months from the date of this Meeting. It supersedes any authorization previously granted for the same purpose. 24th resolution Authorization for the Managers, or either of them, to carry out a rights issue for members of a Group employee shareholder plan and/or restricted share issues, without pre-emptive subscription rights for existing shareholders The 24th resolution concerns rights issues for employees who are members of a Group employee shareholder plan. The issues would be limited to an aggregate par value of €7,100,000.00 (seven million one hundred thousand euros), representing less than 2% of the Company’s current share capital. This authorization would replace, with the same ceiling, the authorization granted for the same purpose at the Annual Shareholders Meeting of May 13, 2022 (26th resolution), which was used to launch an employee shareholder plan in 2022(1). (1) See information on the results of the 2022 plan, presented on page 446 of the 2022 Universal Registration Document.
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