_504 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions Fourteenth resolution (Election of Pascal Vinet as a member of the Supervisory Board) Having considered the reports of the Managing Chairman and the Supervisory Board, the Ordinary Shareholders Meeting elects Pascal Vinet as a member of the Supervisory Board for a four‑year term expiring at the close of the Annual Shareholders Meeting to be called to approve the financial statements for the year ending December 31, 2027. 15th and 16th resolutions Appointment of Statutory Auditors responsible for certifying the Company's sustainability information The purpose of the 15th and 16th resolutions is to appoint Statutory Auditors with responsibility for certifying the Company’s sustainability information. Government Order 2023-1142 of December 6, 2023, applicable as from the 2024 fiscal year, introduced into French law the new European regulations stemming from Directive 2022/2464(1) requiring companies to publish sustainability information (Corporate Sustainability Reporting Directive – CSRD). The Supervisory Board, in consultation with the Group, has therefore addressed the issue of appointing one or more independent third-party organizations or Statutory Auditors to certify this information. Having considered the Group's needs, the Supervisory Board decided, on the recommendation of its Audit Committee, to propose to the Annual Shareholders Meeting of May 17, 2024, the appointment of PricewaterhouseCoopers Audit and Deloitte & Associés as Statutory Auditors responsible for certifying the Company’s sustainability information. They would be appointed for the remainder of their term as Statutory Auditors responsible for certifying the financial statements, which expires at the close of the Annual Shareholders Meeting to be called to approve the 2027 financial statements. This means that their period of responsibility for certifying the sustainability information will coincide with their period of responsibility for certifying the financial statements. This proposal takes into account: ● the two firms’ geographical coverage; ● their understanding of the Group's challenges and processes; ● the quality of their audit work on the financial statements; and ● the benefits of further improving the consistency between financial and sustainability information, as required by the CSRD. In accordance with Article L.821-26 of the French Commercial Code, the certification engagement will be carried out on behalf of PricewaterhouseCoopers Audit and Deloitte & Associés by one of their partners, shareholders or managers whose name is included on the Haute autorité de l’audit’s register of Statutory Auditors authorized to carry out engagements to certify sustainability information. The General Partners do not take part in the process to appoint or re-appoint the Statutory Auditors. In arriving at its recommendation, the Audit Committee was not influenced by any third party and no contractual clauses exist that would have restricted its choice. The process for selecting the Statutory Auditors responsible for certifying the sustainability information and the organization of the process for monitoring this information are presented in the report of the Supervisory Board on the proposed resolutions (see the Notice of Meeting for the May 17, 2024 Annual Shareholders Meeting and section 7.2.2 of the 2023 Universal Registration Document). Fifteenth resolution (Appointment of PricewaterhouseCoopers Audit as Statutory Auditor responsible for certifying sustainability information) Having considered the report of the Supervisory Board, the Ordinary Shareholders Meeting resolves, in accordance with Articles L. 821-40 et seq. of the French Commercial Code, to appoint PricewaterhouseCoopers Audit as Statutory Auditor responsible for certifying sustainability information. As an exception to Article L. 821-44 of the French Commercial Code and in accordance with Article 38 of Government Order 2023‑1142 of December 6, 2023 relating to the publication and certification of sustainability information and the environmental, social and governance obligations of commercial companies, said appointment shall be for a period four fiscal years, expiring at the close of the Annual Shareholders Meeting to be called to approve the 2027 financial statements. (1) Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU concerning corporate sustainability reporting.
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