Slides
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2024 Universal Registration Document Chapter 4
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“CAC All-Tradable” 82.5% 83.5% 84.7% > 85% 2022 2023 2024 2030
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✓ For each Group employee ✓ Certified by the Fair Wage Network Number of accidents and cases of occupational illness recorded per 200,000 hours worked 1.07 1.01 1.03 < 0.50 2022 2023 2024 2030
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101.8 102.9 104.3 110 2022 2023 2024 2030 Improvement in the rolling resistance of Passenger car, Light truck and Truck tires up 10 pts vs. 2020 -20% -28% -37% -47% 2022 2023 2024 2030 (Base 100 in 2020)
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30% 28% 31% 40% 2022 2023 2024 2030
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2021 2022 2023 2024 23.8 28.6 28.3 27.2 2021 2022 2023 2024 3.0 3.4 3.6 3.4 In € billions In € billions
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2021 2022 2023 2024 1.46 (0.10) 3.01 2.22 2021 2022 2023 2024 10.3% 10.8% 11.4% 10.5% 2024 Gearing before acquisitions In € billions
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38% 33% 44% 44% 49% 52% 0.88 0.54 1.13 1.25 1.35 1.38 0.20 0.40 0.60 0.80 1.00 1.20 1.40 30% 35% 40% 45% 50% 55% 60% 2016-18 2019-20 2021 2022 2023 2024 Share buyback policy Anti-dilutive programs to offset the impact of employee share ownership plans Total buyback program of up to €1 billion over the 2024-2026 period * * Subject to approval by AGM on May, 16 2024
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+ 4 pts vs. 2023 - 1 pt vs. 2023 - 6 pts vs. 2023 - 3 pts vs. 2023 + 6 pts vs. 2023 Shareholders (2) Dividends and share buybacks 64% 11% 6% 16% Investments Internal and external growth Governments Taxes Employees Payroll Banks & Other (1) Percentages rounded to the nearest. (2) The value-added will be shared in the amount set for the 2024 dividend, which will be paid at the end of the 2025 Annual Shareholders Meeting 2% (1)
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* At constant exchange rate
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Sustainability information • Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 For the ordinary part of the Shareholders Meeting • Report on the annual financial statements (1st resolution) • Report on the consolidated financial statements (2nd resolution) • Statutory Auditors’ special report on related-party agreements (4th resolution) For the extraordinary part of the Shareholders Meeting • Report on the share capital decrease (14th resolution)
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Information verified by PricewaterhouseCoopers Audit and Deloitte & Associés on the basis of the limited assurance engagement on the certification of sustainability information and the verification of the disclosure requirements set out in Article 8 of Regulation (EU) 2020/85. Objectif Observations Eléments qui ont fait l’objet d’une attention particulière Compliance of the double materiality process with the ESRS (sustainability standards) N/A • Identification of stakeholders, • Identification of impacts, risks and opportunities, • Assessment of impact and financial materialities. Compliance of sustainability information with ESRS (sustainability standards) • The uncertainties inherent to the first year of application of the ESRS, • The scope of the sustainability report, • unpublished indicators: water pollution, substances of concern, recycled and reused water, microplastics generated. • Greenhouse gas emissions balance, • Climate Change Mitigation Transition Plan. Compliance with Taxonomy Publication Requirements N/A • No element that received particular attention. CONCLUSION : No material errors, omissions or inconsistencies.
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The objective of our mission is to obtain reasonable assurance that: • The financial statements do not contain any material misstatement • They comply with applicable accounting principles, • And that they give a true and fair view of the result for the financial year and of the financial situation at the end of the financial year Unqualified opinions
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Fair presentation and consistency with the consolidated financial statements Consistency of the information relating to remunerations and benefits received by or awarded to the corporate officers and any other commitments made in their favour, with the financial statements Information relating to items that the company considered likely to have an impact in the event of a takeover bid or exchange offer Presentation of the financial statements to be included in the annual financial report referred and prepared under the Managing Chairman's responsibility, complies with this format, as defined by European Regulation
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These elements reflect the main topics of discussion we had with Management and Audit Committee Consolidated financial statements • Measurement of goodwill allocated to sensitive CGUs Annual financial statements • Valuation of shares in subsidiaries and affiliates
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No agreement authorized and concluded during the year No agreements already approved by the Annual Shareholders Meeting in force during the year
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Report on the share capital decrease No matters to report on the reasons for, or the terms and conditions, of the proposed share capital decrease
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Chair of the Supervisory Board Barbara Dalibard Thierry Le Hénaff Senior Independent Member Patrick de La Chevardière Monique Leroux Aruna Jayanthi Delphine Roussy Member representing employees Wolf-Henning Scheider Jean-Christophe Laourde Member representing employees Catherine SoubieJean-Michel Severino Pascal Vinet of members are independent(1) of members are women of members are foreign nationals (1) Based on the criteria prescribed in the AFEP-MEDEF Code. Meetings Attendance rate
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Review of the first CSRD Sustainability Statement (double materiality) Review of accounting and financial information, the Audit Plan and the first Tax Transparency Report Reviews: • Risk management and internal control systems • CSR impacts o Patrick de La Chevardière Chair of the Committee o Aruna Jayanthi o Monique Leroux o Wolf-Henning Scheider o Catherine Soubie
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Review: of the compensation of the Managers (including variable compensation) and the members of the Supervisory Board of Group policies and action plans for managing talent and promoting diversity and inclusion of the succession plan for the Managers and senior managers of Supervisory Board members’ independence and any conflicts of interest o Jean-Michel Severino o Thierry Le Hénaff o Delphine Roussy o Pascal Vinet Chair of the Committee
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Review of the "double materiality" analysis for the first sustainability report Tracking of emerging sustainability standards and best practices Analysis of the Group's decarbonization plan Review of the Group's European Taxonomy initiatives o Monique Leroux o Jean-Christophe Laourde o Wolf-Henning Scheider o Jean-Michel Severino Chair of the Committee
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Chapter 2 of the 2024 Universal Registration Document
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Performance shares (2) 1,110 (1) 1,159 992 (58,138 shares) 779 (1) 580 595 (34,883 shares) - - (rounded, in € thousands) 400 - -1,241 (1) Including benefits & company car (2) Shares granted in 2024 under performance conditions and potentially vested in 2028 Florent Menegaux Managing Chairman Yves Chapot General Manager Barbara Dalibard Chair of the Supervisory Board Supervisory Board All of the members (including the Chair)
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Universal Registration Document 2024 Chapters 2 and 7
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QUANTITATIVE PERFORMANCE CRITERIA Aligned with employees' variable compensation criteria Stock market QUANTIFIABLE & QUALITATIVE CRITERIA Business FIXED OTHER BENEFITS(1) ANNUAL(2) DEFERRED(3) Business performance Transformation Strategy (1) Compensation for loss of office; non-compete indemnity; health and death/disability insurance, company car (2) Capped at 150% of fixed compensation (3) Capped at 140% (Managing Chairman) and 120% (General Manager) of fixed compensation Performance Sustainability Sustainability VARIABLE
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Structure, allocation rules and individual amounts: unchanged Changing regulatory environment: members involved in several committees, increasing number of meetings ➔ Proposed adjustment to the maximum total annual compensation package (excluding specific compensation for the Chair): €1,150,000, vs. €950,000 previously
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Member of the Board and Member of the Audit Committee since 2021 Member of the Corporate Social Responsibility Committee since 2024 Member of the Executive Committee of Partners Group AG Responsible for private placements and Executive Director for Sustainability Main areas of expertise: International Management, Industry, Automotive and Mobility Sector, Environment, Climate and Biodiversity
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https://www.michelin.com SAY ON PAY Management and Supervisory Board compensation policies for 2025 2024 compensation paid or awarded to corporate officers 2024 individual compensation paid or awarded to executive officers
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https://www.michelin.com/en/investors/ general-meetings
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Financial statements, annual net income and dividend for 2024 Consolidated financial statements for 2024 Related-party agreements Share buyback program (maximum purchase price per share of €55) 3rd 4th 5th 2025 compensation policy for the Managers and the Supervisory Board members 6th AND 7th 1st AND 2nd
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Re-election of Wolf-Henning Scheider to the Supervisory Board 12th Maximum total compensation for the members of the Supervisory Board13th Authorization to reduce the capital by canceling shares Powers to carry out formalities15th 14th Information about the overall and individual 2024 compensation of the Managers and the members of the Supervisory Board 8th TO 11th