2022

Notice of Meeting

Ordinary and Extraordinary

Shareholders' Meeting

Friday, May 13, 2022, 9 a.m.

At the Zénith d'Auvergne, 24, rue de Sarliève 63800 Cournon-d'Auvergne (Puy-de-Dôme) France

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At ............................................ , Date .................................

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Notice of Meeting sent to joint owners of shares

Pursuant to the provisions of Article R. 225-68 of the French Commercial Code (Code de commerce), the Notice of Meeting must be sent to all joint owners of our Company's shares.

Please note that since, pursuant to the provisions of Article L. 225-110 of the French Commercial Code, the joint owners are to be represented by a single person, the proxy form and the mail voting form for the Meeting will be sent to the appointed

content

AGENDA4

MESSAGE FROM

THE MANAGING CHAIRMAN 6

KEY DATES 7

HOW TO PARTICIPATE IN THE

SHAREHOLDERS' MEETING? 8

BUSINESS REVIEW 14

REPORT OF THE MANAGING

CHAIRMAN AND PROPOSED

RESOLUTIONS 32

REPORT OF THE SUPERVISORY

BOARD 54

STATUTORY AUDITORS' REPORTS 60

FIVE-YEAR FINANCIAL SUMMARY COMPAGNIE GÉNÉRALE DES

ÉTABLISSEMENTS MICHELIN 64

REQUEST FOR ADDITIONAL

DOCUMENTS 65

agenda

▶ Report of the Managing Chairman

▶ Report of the Supervisory Board

ORDINARY RESOLUTIONS

  • ▶ Approval of the Company's financial statements for the year ended December 31, 2021

  • ▶ Appropriation of net income for the year ended December 31, 2021 and approval of the recommended dividend

  • ▶ Approval of the consolidated financial statements for the year ended December 31, 2021

  • ▶ Related-party agreements

  • ▶ Authorization for the Managers or either of them to put in place a share buyback program, except during a public offer period, based on a maximum purchase price per share of €220.00

  • ▶ Approval of the Compensation Policy applicable to the Managers

  • ▶ Approval of the Compensation Policy applicable to members of the Supervisory Board

  • ▶ Approval of the disclosures concerning the compensation packages of the corporate officers

  • ▶ Approval of the components of the compensation paid or awarded to Florent Menegaux for the year ended December 31, 2021

▶ Approval of the components of the compensation paid or awarded to Yves Chapot for the year ended December 31, 2021

▶ Approval of the components of the compensation paid or awarded to Barbara Dalibard for the year ended December 31, 2021

  • ▶ Approval of the components of the compensation paid or awarded to Michel Rollier for the year ended December 31, 2021

  • ▶ Re-election of Thierry Le Hénaff as a member of the Supervisory Board

  • ▶ Re-election of Monique Leroux as a member of the Supervisory Board

  • ▶ Re-election of Jean-Michel Severino as a member of the Supervisory Board

  • ▶ Supervisory Board compensation

  • ▶ Appointment of a Statutory Auditor

  • ▶ Appointment of a Statutory Auditor

AGENDA Extraordinary resolutions

EXTRAORDINARY RESOLUTIONS

  • ▶ Authorization for the Managers, or either of them, to issue shares and/or equity securities carrying rights to other equity securities and/or other securities carrying rights to shares, with pre-emptive subscription rights for existing shareholders

  • ▶ Authorization for the Managers, or either of them, to issue 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, without pre-emptive subscription rights for existing shareholders

  • ▶ Authorization for the Managers or either of them to issue 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, without pre-emptive subscription rights for existing shareholders

  • ▶ Authorization for the Managers or either of them, for issues of shares and/or securities carrying rights to shares representing up to 10% of the capital in any 12-month period without pre-emptive subscription rights pursuant to the twentieth and twenty-first resolutions, to set the issue price by the method decided by the Shareholders Meeting

  • ▶ Authorization for the Managers or either of them to increase the number of securities to be issued in the event that an issue, with or without pre-emptive subscription rights, is oversubscribed

  • ▶ Authorization for the Managers or either of them to increase the Company's capital by capitalizing reserves, income or additional paid-in capital

  • ▶ Authorization for the Managers or either of them to increase the Company's capital by issuing ordinary shares, without pre-emptive subscription rights for existing shareholders, in connection with a stock-for-stock offer or in payment of contributed assets

  • ▶ Authorization for the Managers or either of them to carry out a rights issue for members of a Group employee shareholder plan and/or restricted share issues, without pre-emptive subscription rights for existing shareholders

  • ▶ Blanket ceilings on issues of shares, securities carrying rights to shares and debt securities

  • ▶ Authorization for the Managers or either of them to reduce the Company's capital by canceling shares

  • ▶ Four-for-one stock split

  • ▶ Powers to carry out formalities

NOTICE OF MEETING 2022

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Compagnie Générale des établissements Michelin SA published this content on 15 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2022 06:59:07 UTC.