02 Corporate governance report Financial authorizations 2.12.2 GRANTED BY THE ANNUAL SHAREHOLDERS MEETING OF MAY 12, 2023 Employee share issues and/or issue of shares to the Managers and the Chair of the Supervisory Board Corporate action Resolution Duration (expiration date) Comments Utilization during the year Share grants and performance share plans 14th 38 months (July 2026) n Performance conditions over three years n Capped at 1% of issued capital Issuance of 3,107,516 performance share rights(1) (1) See section 6.5.4. Share buyback program Corporate action Resolution Duration (expiration date) Limitations Utilization during the year Share buyback program 5th 18 months (November 2024) n Statutory limit of 10% of issued capital n Maximum purchase price: €55 Buyback of 2,982,980 shares(1) Share cancellations 15th 24 months (May 2025) 10% of the current capital None (1) See section 6.5.6. 2.12.3 GRANTED BY THE ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024 Issuance of shares and share equivalents with pre-emptive subscription rights Corporate action Resolution Duration (expiration date) Maximum issue amount, based on a share price of €32(1) (in €) Maximum aggregate par value of shares (in €) Utilization during the year Issuance of shares and/or securities carrying rights to shares 17th 26 months (July 2026) n €8 billion (ordinary shares) n €2.50 billion(4) (securities carrying rights to shares) €125 million(2)(3) (less than 35% of issued capital) None Issuance of new shares by capitalizing reserves 22nd 26 months (July 2026) €5.120 billion €80 million None (1) CGEM share price at December 31, 2024, rounded up to the nearest whole number. (2) With the aggregate par value of shares issued in connection with all of the authorized transactions not to exceed €125 million, excluding any shares issued under the 22nd and 24th resolutions (25th resolution). (3) This amount may be raised by up to 15% if the issue is oversubscribed, subject to the ceilings set respectively in the 17th, 18th, 19th and 20th resolutions (21st resolution). (4) With the aggregate nominal amount of all debt securities, with or without rights to shares, authorized by the 17th, 18th, 19th and 20th resolutions not to exceed €2.5 billion (25th resolution). 149 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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