| 1. PRESENTATION AND STRATEGY OF THE MICHELIN GROUP |
5 |
| COMPANY PROFILE |
6 |
| Interview with Managing Chairman Florent Menegaux |
8 |
| MANUFACTURING IN A WORLD FULL OF CHALLENGES |
11 |
| The major challenges shaping our business environment |
12 |
| Growing in a complex, uncertain environment |
14 |
| Our business model |
16 |
| Four business lines |
18 |
| Pursuing our 2030 strategic vision |
20 |
| Michelin’s environmental strategy |
22 |
| Performance // Profit |
24 |
| Performance // People |
25 |
| Performance // Planet |
26 |
| TURNING CHALLENGES INTO SUCCESS |
27 |
| Putting people first in our vision |
28 |
| Capitalizing on our innovation leadership |
30 |
| Our distinctive capabilities |
32 |
| The tire business |
36 |
| Polymer Composite Solutions |
40 |
| Connected Solutions |
42 |
| Lifestyle activities |
44 |
| Financial and non-financial ratings |
46 |
| BUILDING ON A FOUNDATION OF ROBUST GOVERNANCE |
47 |
| Stable, balanced governance |
48 |
| The Group’s strategic and operational management |
50 |
| The Supervisory Board |
52 |
| Supervisory Board committees |
53 |
| Assessing risks and their materiality to manage them more effectively |
54 |
| Ethics, the bedrock of our corporate culture |
55 |
| Ownership structure and voting rights |
56 |
| Share information |
57 |
| 2. CORPORATE GOVERNANCE REPORT |
59 |
| GOVERNANCE |
60 |
| 2.1 Administrative, management and supervisory bodies |
60 |
| 2.1.1 An experienced, stable and responsible management team |
61 |
| 2.1.2 SAGES, a Non-Managing General Partner, guaranteeing the Company's long-term viability |
64 |
| 2.1.3 Strict separation between the Supervisory Board (and its committees) and Management |
66 |
| 2.1.4 Interactions between the various governance structures |
89 |
| 2.1.5 Statements |
90 |
| 2.2 Supervisory Board practices – Activities in 2024 |
91 |
| COMPENSATION |
108 |
| 2.3 Management and Supervisory Board compensation policies for 2025 |
108 |
| 2.4 Information about the components of compensation paid or awarded to the corporate officers |
119 |
| 2.4.1 Compensation of the members of the Supervisory Board |
119 |
| 2.4.2 Compensation of Barbara Dalibard, Chair of the Supervisory Board |
120 |
| 2.4.3 Compensation package of Florent Menegaux, Managing Chairman and General Partner |
120 |
| 2.4.4 Compensation package of Yves Chapot, General Manager |
125 |
| 2.4.5 Compensation ratios of the Managers and the Chair of the Supervisory Board |
129 |
| 2.4.6 Proposed resolution on the disclosures mentioned in Article L. 22-10-9-I of the French Commercial Code |
131 |
| 2.5 Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2024 |
132 |
| 2.6 Other information about compensation of the executive officers |
138 |
| 2.7 Total compensation awarded to the Group Executive Committee |
143 |
| ADDITIONAL INFORMATION |
143 |
| 2.8 Trading in Michelin shares by the corporate officers and their close relatives in 2024 |
143 |
| 2.9 Procedure for assessing agreements entered into in the normal course of business |
144 |
| 2.10 Articles of incorporation, Bylaws and shareholder participation at General Meetings |
144 |
| 2.11 Ownership structure and voting rights |
146 |
| 2.12 Financial authorizations |
147 |
| 2.13 Change of control |
151 |
| 2.14 Main characteristics of internal control and risk management systems relating to the preparation and processing of accounting and financial information |
151 |
| STATUTORY AUDITORS’ REPORT |
152 |
| 2.15 Statutory Auditors’ report, prepared in accordance with Article L. 22-10-78 of the French Commercial Code on the Corporate Governance Report |
152 |
| 3. RISK MANAGEMENT |
155 |
| 3.1 Risk management system |
156 |
| 3.1.1 Synchronization between Internal Audit, Risk Management and Internal Control |
157 |
| 3.1.2 Risk management process |
157 |
| 3.1.3 Internal control process |
157 |
| 3.1.4 Internal Audit Department |
158 |
| 3.1.5 Crisis management process |
158 |
| 3.1.6 Group Compliance team and network |
158 |
| 3.1.7 Insurance coverage |
159 |
| 3.2 Risk factors specific to Michelin, description and related management systems |
160 |
| 3.3 Internal control process relating to the preparation of accounting and financial information |
167 |
| Preparation and processing of accounting and financial information |
167 |
| Management of accounting and finance internal control |
168 |
| Recurring assessments of the accounting and financial information preparation process |
168 |
| 4. SUSTAINABILITY STATEMENT |
171 |
| PREFACE |
172 |
| 4.1 GENERAL INFORMATION |
173 |
| ENVIRONMENTAL MATTERS |
197 |
| 4.2 Climate change (E1) |
197 |
| Transition plan for climate change mitigation |
198 |
| Climate change mitigation |
204 |
| Climate change adaptation |
217 |
| 4.3 Pollution (E2) |
220 |
| 4.4 Water and marine resources (E3) |
231 |
| 4.5 Biodiversity and ecosystems (E4) |
238 |
| 4.6 Resource use and circular economy (E5) |
249 |
| 4.7 European Taxonomy |
257 |
| SOCIAL MATTERS |
262 |
| 4.8 Own workforce (S1) |
262 |
| 4.9 Workers in the value chain (S2) |
272 |
| 4.10 Consumers and end-users (S4) |
279 |
| GOVERNANCE MATTERS |
286 |
| 4.11 Business conduct (G1) |
286 |
| APPENDICES |
294 |
| APPENDIX A – Additional information disclosed in compliance with Article L.22-10-35 of the French Commercial Code |
294 |
| APPENDIX B – List of datapoints in crosscutting and topical standards that derive from other EU legislation |
295 |
| APPENDIX C – European Taxonomy tables |
302 |
| APPENDIX D – Table of Disclosure Requirements |
306 |
| 4.12 Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 |
312 |
| 5. FINANCIAL PERFORMANCE |
317 |
| 5.1 Report of the Managers |
318 |
| 5.1.1 Tire markets |
318 |
| 5.1.2 Sales |
325 |
| 5.1.3 Consolidated income statement review |
331 |
| 5.1.4 Consolidated balance sheet review |
339 |
| 5.1.5 Consolidated cash flow statement review |
345 |
| 5.1.6 Return on capital employed (ROCE) |
347 |
| 5.1.7 Trend information |
348 |
| 5.1.8 Highlights |
348 |
| 5.1.9 Material contracts |
352 |
| 5.1.10 Information concerning payment terms |
352 |
| 5.1.11 Significant change in financial or trading position |
353 |
| 5.1.12 Information disclosed in compliance with Articles L. 225-102-1 and R. 225-105-1 of the French Commercial Code |
353 |
| 5.1.13 Disclosure pursuant to France’s Duty of Care Act applicable to parent companies and subcontracting companies |
353 |
| 5.1.14 Five-year summary of consolidated key figures and ratios |
354 |
| 5.2 2024 consolidated financial statements |
355 |
| 5.2.1 2024 consolidated financial statements |
355 |
| Consolidated income statement |
355 |
| Consolidated statement of comprehensive income |
355 |
| Consolidated statement of financial position |
356 |
| Consolidated statement of changes in equity |
357 |
| Consolidated statement of cash flows |
358 |
| Notes to the consolidated financial statements |
359 |
| 5.2.2 Statutory Auditors’ report on the consolidated financial statements |
438 |
| 5.3 Financial statements |
442 |
| 5.3.1 Review of the financial statements of Compagnie Générale des Établissements Michelin |
442 |
| 5.3.2 Financial statements of Compagnie Générale des Établissements Michelin (parent) |
443 |
| 5.3.3 Statutory Auditors’ report on the financial statements |
457 |
| 5.3.4 Statutory Auditors’ special report on related-party agreements |
461 |
| 5.3.5 Statement of changes in equity |
462 |
| 5.3.6 Appropriation of 2024 net income |
462 |
| 5.3.7 Five-year financial summary |
463 |
| 5.4 Additional information |
464 |
| 5.4.1 Person responsible for the Universal Registration Document |
464 |
| 5.4.2 Statutory Auditors |
464 |
| 5.4.3 Statements incorporated by reference |
465 |
| 6. INVESTOR RELATIONS |
467 |
| 6.1 Information about the Company |
468 |
| 6.2 Share information |
469 |
| 6.2.1 The Michelin share |
469 |
| 6.2.2 Detailed share data |
470 |
| 6.2.3 Per-share data |
470 |
| 6.2.4 Capital and ownership structure |
471 |
| 6.3 Investor relations |
472 |
| 6.4 Documents on display |
472 |
| 6.5 Additional share information |
473 |
| Changes in share capital |
473 |
| Potential shares |
474 |
| Stock options |
475 |
| Share grants and performance shares |
476 |
| Employee share ownership |
487 |
| Information concerning a share buyback program currently in effect |
487 |
| Description of the share buyback program submitted for shareholder approval at the Annual Shareholders Meeting of May 16, 2025 |
488 |
| 7. ANNUAL SHAREHOLDERS MEETING OF MAY 16, 2025 |
491 |
| 7.1 Report of the Managing Chairman and proposed resolutions |
492 |
| 7.1.1 Ordinary resolutions (1st to 13th resolutions) |
492 |
| 7.1.2 Extraordinary resolutions (14th and 15th resolutions) |
499 |
| 7.2 Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions |
501 |
| 7.2.1 Re-election of one Supervisory Board member (12th resolution) |
501 |
| 7.2.2 Approval of the compensation of the corporate officers, adjustment of the total compensation awarded to the Supervisory Board (6th to 11th and 13th resolutions) |
504 |
| 7.2.3 Approval of the financial statements, related-party agreements and financial authorizations (1st to 5th and 14th resolutions) |
505 |
| 7.3 Statutory Auditors’ report on the share capital decrease |
506 |
| 8. TABLES OF CONCORDANCE |
509 |
| 8.1 Table of concordance for the Universal Registration Document |
510 |
| 8.2 Table of concordance for the Annual Financial Report |
512 |
| 8.3 Table of concordance with the AMF tables on corporate officer compensation |
512 |
| 8.4 Table of concordance between the management report and the corporate governance report |
513 |