7 _515 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions 25th resolution Blanket ceilings on issues of shares, securities carrying rights to shares or debt securities The purpose of the 25th resolution is to set a blanket ceiling (excluding premiums) of €125,000,000.00 (one hundred twenty five million euros) – or the equivalent of less than 35% of the Company’s current capital – on share issues carried out pursuant to the 17th, 18th, 19th, 20th, 21st and 23rd resolutions. It also sets at €2,500,000,000.00 (two billion five hundred million euros) the blanket ceiling on issues of debt securities carrying immediate or deferred rights to shares carried out pursuant to the 17th, 18th, 19th, 20th and 21st resolutions. This resolution renews the ceilings set by the Annual Shareholders Meeting of May 13, 2022 (27th resolution), which has not been used. Twenty-fifth resolution (Blanket ceilings on issues of shares, securities carrying rights to shares and debt securities) 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 that: ● the aggregate par value of shares issued under the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions, either immediately or on conversion, exchange, redemption or exercise of securities carrying rights to shares, shall not exceed €125,000,000.00 (one hundred twenty-five million euros), representing less than 35% of the Company’s capital as of the date of this Meeting. This ceiling shall not include the par value of any additional shares to be issued in accordance with the applicable laws, regulations or contractual provisions in order to protect the rights of existing holders of securities carrying rights to shares or of other rights to the Company’s shares, ● the aggregate nominal amount of debt securities carrying immediate or deferred rights to shares, issued under the seventeenth, eighteenth, nineteenth, twentieth and twenty-first resolutions of this Shareholders Meeting shall not exceed €2,500,000,000.00 (two billion five hundred million euros) or the equivalent in foreign currency. 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. 26th resolution Authorization for the Managers to reduce the Company’s capital by canceling shares In the 26th resolution, shareholders are invited to authorize the Managers, or either of them, for a period of 24 months, to reduce the Company’s capital by canceling shares purchased under shareholder-approved buyback programs. This authorization would replace the authorization granted for the same purpose at the Annual Shareholders Meeting of May 12, 2023 (15th resolution), which has not been used. Twenty-sixth resolution (Authorization for the Managers, or either of them, to reduce the Company’s capital by canceling shares) Having considered the report of the Managing Chairman, the Statutory Auditors’ special report and the report of the Supervisory Board, and having noted the approval of the General Partners, the Extraordinary Shareholders Meeting resolves: ● to authorize the Managers, or either of them, to: ● cancel, at their sole discretion, on one or more occasions, all or some of the shares purchased under shareholder-approved buyback programs, provided that the number of shares canceled does not exceed 10% (ten percent) of the Company’s capital, ● charge the difference between the cost of the canceled shares and their par value against any available premium or reserve account; ● to grant the Managers, or either of them, full powers – which may be delegated in accordance with the law – to (i) carry out the capital reduction(s) following the cancellation(s) of shares authorized under this resolution, (ii) make the corresponding accounting entries, (iii) amend the Bylaws to reflect the new capital and (iv) generally, carry out all necessary formalities. This authorization shall be valid for a period of 24 months from the date of this Meeting. It supersedes any authorization previously granted for the same purpose.
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