Universal Registration Document 2023

CONTENTS 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 1 PRESENTATION AND STRATEGY OF THE MICHELIN GROUP The Group 2 Capitalizing on our fundamentals 7 Accelerating our transformation 25 Meeting the highest standards of governance 41 2 RISK MANAGEMENT 2.1 Risk factors specific to Michelin, description and related management systems 54 2.2 Cross-functional risk management procedures 63 2.3 Internal control process relating to the preparation of accounting and financial information 66 3 CORPORATE GOVERNANCE REPORT 3.1 Administrative, management and supervisory bodies 72 3.2 Supervisory Board practices – Activities in 2023 100 3.3 Management and Supervisory Board compensation policies for 2024 114 3.4 Information about the components of compensation paid or awarded to the corporate officers 124 3.5 Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023 138 3.6 Other information about compensation of the executive officers 144 3.7 Total compensation awarded to the Group Executive Committee 149 3.8 Trading in Michelin shares by the corporate officers and their close relatives in 2023 149 3.9 Procedure for assessing agreements entered into in the normal course of business 149 3.10 Articles of incorporation, Bylaws and shareholder participation at General Meetings 150 3.11 Ownership structure and voting rights 152 3.12 Financial authorizations 153 3.13 Change of control 156 3.14 Statutory Auditorsʼ report, prepared in accordance with Article L. 22-10-78 of the French Commercial Code on the Corporate Governance Report 157 4 NON-FINANCIAL STATEMENT Introduction 160 Scope of the report 161 4.1 Sustainable Development Report 166 4.2 Non-Financial Statement 291 4.3 Duty of care plan 302 4.4 Other tables of concordance 309 5 FINANCIAL PERFORMANCE 5.1 Report of the Managers 322 5.2 2023 consolidated financial statements 358 5.3 Financial statements 449 5.4 Additional information 471 6 INVESTOR RELATIONS 6.1 Information about the Company 476 6.2 Share information 477 6.3 Investor relations 480 6.4 Documents on display 480 6.5 Additional share information 481 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 7.1 Report of the Managing Chairman and proposed resolutions 498 7.2 Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions 518 7.3 Statutory Auditors’ reports 525 8 TABLES OF CONCORDANCE 8.1 Table of concordance for the Universal Registration Document 532 8.2 Table of concordance for the Annual Financial Report 534 8.3 Table of concordance with the AMF tables on corporate officer compensation 534 8.4 Table of concordance for the Management Report 535

RkJQdWJsaXNoZXIy NzMxNTcx