7 _527 2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN 7 ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Statutory Auditors’ reports 7.3.2 Statutory Auditors’ report on the rights issue reserved for members of a Group employee shareholder plan (Combined Shareholders’ Meeting held on May 17, 2024 - 24th resolution) 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 your compagny, and pursuant to Articles L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegation of authority to the Managers, or anyone of them, to increase the capital by issuing, without pre‑emptive subscription rights, ordinary shares reserved for members of an employee shareholder plan of the Company or of French and foreign companies related to the Company within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 3344‑1 of the French Labor Code (Code du travail), for a maximum amount of €7,100,000, which is submitted to you for approval. This rights issue is submitted to the shareholders for approval pursuant to the provisions of Article L. 225‑129‑6 of the French Commercial Code and Articles L. 3332-18 et seq. of the French Labor Code. On the basis of his report, the Managing Chairman invites the shareholders to delegate to the Managers, or anyone of them, for a period of 26 months from the date of this meeting, the authority to increase the capital and cancel shareholders’ pre-emptive subscription rights to the shares to be issued. Where applicable, the Managing Chairman will be responsible for setting the final terms and conditions of this transaction. It is the responsibility of the Managing Chairman to prepare a report in accordance with Articles R. 225-113 and R. 225-114 of the French Commercial Code. It is our responsibility to express an opinion on the fairness of the financial information taken from the financial statements, on the proposed cancellation of the shareholders’ pre-emptive subscription rights, and on certain other information relating to the issue, which is presented in this report. We performed the procedures that we considered necessary in accordance with the professional standards applicable in France to such engagements. These procedures consisted in verifying the information provided in the Managing Chairman’s report relating to this transaction and the methods used to set the issue price of the shares to be issued. Subject to a subsequent examination of the terms and conditions of the proposed rights issue, we have no matters to report as regards the information provided in the Managing Chairman’s report on the methods used to set the issue price of the ordinary shares to be issued. Since the final terms and conditions of the rights issue have not been set, we do not express an opinion in this respect or, consequently, on the proposed cancellation of shareholders’ pre-emptive subscription rights. In accordance with Article R. 225-116 of the French Commercial Code, we will prepare an additional report if and when the Managers or either of them use this delegation of authority. Neuilly-sur-Seine and Paris La Défense, March 19, 2024 The Statutory Auditors French original signed by PricewaterhouseCoopers Audit Deloitte & Associés Jean-Christophe Georghiou Itto El Hariri Frédéric Gourd
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