Corporate governance report Financial authorizations 02 Issuance of shares and share equivalents without 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 18th 26 months (July 2026) n €2.240 billion (ordinary shares) n €2.50 billion(4) (securities carrying rights to shares) €35 million(2)(3) (less than 10% of issued capital) None Issuance of shares and/or securities carrying rights to shares through an offer governed by Article L. 411-2 of the French Monetary and Financial Code (Code monétaire et financier) 19th 26 months (July 2026) n €2.240 billion (ordinary shares) n €2.50 billion(4) (securities carrying rights to shares) €35 million(2)(3)(5) (less than 10% of issued capital) None Determination of the issue price 20th 26 months (July 2026) n €2.240 billion (ordinary shares) n €2.50 billion(4) (securities carrying rights to shares) €35 million(2)(3)(5) (less than 10% of issued capital) None Issuance of ordinary shares in connection with a stockfor-stock offer or in payment of contributed assets 23rd 26 months (July 2026) €2.240 billion €35 million(5) 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). (5) Amount to be included in the maximum total capital increase authorized under the 18th resolution. 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 Issuance of new ordinary shares 24th 26 months (July 2026) Less than 2% of issued capital Issuance of 4,334,410 shares(1) (1) See section 6.5.5. Share buyback program Corporate action Resolution Duration (expiration date) Limitations Utilization during the year Share buyback program 5th 18 months (November 2025) n Statutory limit of 10% of issued capital n Maximum purchase price: €55 Buyback of 11,493,962 shares(1) Share cancellations 26th 24 months (May 2026) 10% of the current capital Cancellation of 14,477,103 shares(1) (1) See section 6.5.6. 150 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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