7 _523 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions 7.2.2 Appointment of Statutory Auditors responsible for certifying the Company's sustainability information (15th and 16th resolutions) The Supervisory Board and the Group's Finance Department have examined the issues relating to the application, as from the 2024 fiscal year, of Government Order 2023-1142 of December 6, 2023 introducing into French law the new European regulations stemming from Directive 2022/2464(1) requiring companies to publish sustainability information (Corporate Sustainability Reporting Directive – CSRD). To apply the new regulations, the Supervisory Board needs to: ● identify the Board committee that will be responsible for the tasks referred to in Article L. 821-67 of the French Commercial Code relating to sustainability information; and ● propose the appointment of one or more independent thirdparty organizations or Statutory Auditors responsible for certifying this information. These issues have been examined by the Supervisory Board and the Audit Committee, and the Chair and members of the CSR Committee have been informed. Following this examination, the Supervisory Board has decided that: ● the Audit Committee will have special responsibility for the tasks set out in Article L. 821-67 of the French Commercial Code, relating to sustainability information; ● the CSR Committee will issue opinions on the development of the Group's overall CSR strategy and program, including initiatives, ambitions and objectives, and reviewing action plans. It will also continue to monitor regulatory developments, particularly outside the European Union. The two Committees will continue to perform their joint tasks, on the basis of their respective complementary missions referred to above, through the participation of certain Board members in the work of both Committees and the organization of joint meetings. The Audit Committee has concluded that it would be appropriate to appoint the Statutory Auditors currently responsible for verifying the financial statements of the Company as Statutory Auditors responsible for certifying sustainability information. This conclusion is based on the following main considerations: ● the results of an analysis of the various possible options, taking into account the new regulatory framework; ● the arguments in favor of appointing the Statutory Auditors responsible for verifying the Company’s financial statements to certify the sustainability information, including: ● their good understanding of the Group’s organization and challenges, ● their networks’ geographic coverage, which is aligned with the Group's geographic presence, ● the quality of their statutory audit work, ● their ability to help improve consistency between financial and sustainability information, as required by the CSRD, ● the benefits of appointing them as Statutory Auditors responsible for certifying the sustainability information for an initial period corresponding to their remaining term as Statutory Auditors responsible for verifying the financial statements, as permitted by regulations for the initial appointment of an independent third-party body or Statutory Auditor, i.e., until the close of the Annual Shareholders Meeting to be called to approve the 2027 financial statements, thus enabling the terms of the two mandates (to verify the financial statements and certify the sustainability information) to coincide. Note that: ● the Audit Committee will monitor the Statutory Auditors' audit of the sustainability information, and will ensure that the required conditions of independence are met; ● the sustainability information will be certified on behalf of each of the appointed firms 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 Statutory Auditors will perform their engagement in accordance with the assurance standards adopted by the European Commission, or, in the absence of standards adopted by the Commission, with the standards adopted by the Haute autorité de l'audit as formally approved by the Minister of Justice. PricewaterhouseCoopers Audit and Deloitte & Associés have informed the Supervisory Board that they agree to act as Statutory Auditors responsible for certifying sustainability information in accordance with the aforementioned characteristics, if they are so appointed by the Annual Shareholders Meeting. Based on these considerations, and on the recommendation of its Audit Committee, the Supervisory Board proposes that the Annual Shareholders Meeting should appoint PricewaterhouseCoopers Audit and Deloitte & Associés as Statutory Auditors responsible for certifying sustainability information. They would be appointed for the remainder of their term as Statutory Auditors, i.e., until 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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