07 Annual Shareholders Meeting of May 16, 2025 Report of the Managing Chairman and proposed resolutions 7.1.2 EXTRAORDINARY RESOLUTIONS (14TH AND 15TH RESOLUTIONS) 14th resolution - EXPLANATORY STATEMENT n Authorization for the Managers to reduce the Company’s capital by canceling shares In the 14th 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 17, 2024 (28th resolution). A total of 14,477,103 shares acquired under the shareholder-approved buyback programs were canceled in 2024(1). Fourteenth resolution n (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: n to authorize the Managers, or either of them, to: l cancel, at their sole discretion, on one or more occasions, all or some of the shares purchased under shareholderapproved buyback programs, provided that the number of shares canceled does not exceed 10% (ten percent) of the Company’s capital, l charge the difference between the cost of the canceled shares and their par value against any available premium or reserve account; n 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 cancelation(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. (1) The transactions are described in section 6.5.6 of the 2024 Universal Registration Document. 499 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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