7 _505 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Managing Chairman and proposed resolutions Sixteenth resolution (Appointment of Deloitte & Associés 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 Deloitte & Associés 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. 7.1.2 Extraordinary resolutions (17th to 27th resolutions) The 17th to 26th resolutions concern authorizations for the Managers to make certain decisions to issue shares and securities carrying rights to shares. The purpose of these financial authorizations is to give the Company the necessary flexibility to choose the type and timing of the issues, based on the Company’s needs, the conditions prevailing in the French or international markets and the opportunities arising in those markets. The resolutions fall into two main categories: issues with pre‑emptive subscription rights and issues without pre-emptive subscription rights. In the case of a share issue, shareholders automatically have a pre-emptive subscription right, exercisable pro rata to their interest in the Company’s capital during a period of at least five trading days from the opening of the subscription period. These pre-emptive subscription rights are detachable and negotiable. For some of the financial resolutions, the Managers are seeking an authorization to cancel these pre-emptive subscription rights to enable them to decide to issue certain types of securities, notably when speed is of the essence to place the securities on the best possible terms. The authorizations sought by the Managers are in line with standard practice in France. These authorizations would be given for a fixed period and would be subject to monetary ceilings, beyond which any further share issues would have to be authorized by a new extraordinary shareholder resolution. The main ceilings are as follows: ● a blanket ceiling of €125 million (excluding premiums), i.e., less than 35% of the Company’s share capital at December 31, 2023, that is common to all issues of shares and/or securities carrying rights to shares; and ● a sub-ceiling of €35 million (excluding premiums), i.e., less than 10% of the Company’s share capital at December 31, 2023, that is common to all issues of shares and/or securities carrying rights to shares without preemptive subscription rights. In addition to these limits, the 19th to 23rd resolutions could not be used in the event of a public offer made by a third party for the Company’s shares. The financial authorizations given in resolutions 19 to 25 and 27 of the Shareholders’ Meeting of May 13, 2022 have not been used. The 27th resolution concerns powers to carry out formalities.
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