7 _525 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Statutory Auditors’ reports 7.3 STATUTORY AUDITORS’ REPORTS 7.3.1 Statutory Auditors’ report on the issue of shares and/or various securities, with or without pre-emptive subscription rights (Combined Shareholders Meeting of May 17, 2024 - 17th, 18th, 19th, 20, and 21st resolutions) This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. Compagnie Générale des Établissements Michelin 23 place des Carmes-Déchaux 63000 Clermont-Ferrand To the Shareholders’ meeting ’ Meeting of Compagnie Générale des Etablissements Michelin, In our capacity as Statutory Auditors of Compagnie Générale des Etablissements Michelin, and pursuant to Articles L. 228-92 and L. 225-135 et seq. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegations of authority to the Managers, or either of them, to carry out various issues of shares and/or securities, which are submitted to you for approval. On the basis of his report, the Managing Chairman invites the shareholders: ● to delegate to the Managers, or either of them, for a period of 26 months, from the date of this Annual Shareholders Meeting, the authority to carry out, except during a public offer period, the following transactions and to set the final terms and conditions thereof, and, where appropriate, to cancel shareholders’ preemptive subscription rights: ● the issue, with pre-emptive subscription rights (17th resolution), of shares and/or equity securities carrying rights to other equity securities and/or other securities carrying rights to shares, ● the issue, without pre-emptive subscription rights (18th resolution), of shares and/or equity securities carrying rights to other equity securities and/or other securities carrying rights to shares through a public offer not governed by Article L.411-2, paragraph 1, of the French Monetary and Financial Code, ● the issue, without pre-emptive subscription rights (19th resolution), of shares and/or equity securities carrying rights to other equity securities and/or other securities carrying rights to shares through an offer governed by Article L.411-2, paragraph 1, of the French Monetary and Financial Code, ● to authorize the Managers, under the 20th resolution, and as part of the implementation of the delegations referred to in the 18th and 19th resolutions, to set the issue price within the annual legal limit of 10% of the capital. The aggregate nominal amount of the shares that may be issued under the 17th, 18th, 19th, 20th, 21st and 23rd resolutions, immediately or in the future may not, under the 25th resolution, exceed €125,000,000, it being specified that the nominal amount of the shares that may be issued, either immediately or in the future, may not exceed: ● €125,000,000 under the 17th resolution, ● €35,000,000 under either the 18th or 19th resolution. Under the 25th resolution, the aggregate nominal amount of debt securities that may be issued under the 17th, 18th, 19th,20th and 21st resolutions may not exceed €2,500,000,000, this amount also constituting the individual ceiling for each of the 17th, 18th, 19thand 20th resolutions. These ceilings take into account the additional securities to be issued under the delegations of authority sought in the 17th, 18th, 19th and 20th resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, in the event that the shareholders adopt the 21st resolution.
RkJQdWJsaXNoZXIy NzMxNTcx