UNIVERSALREGISTRATIONDOCUMENT 2023
including the annual financial report,
the non-financial performance statement
and the duty of care plan

3 CORPORATE GOVERNANCE

4 NON-FINANCIALREPORT

CONTENTS

Administrative, management
and supervisory bodies

3.2

Supervisory Board practices –Activities in 2023

3.3Management and Supervisory
Board compensation policies
114
for 2024

3.4

3.5

3.6

3.7

1 PRESENTATION AND STRATEGY
OF THE MICHELIN GROUP

The Group2

Capitalizing on our fundamentals

7

Accelerating our transformation

25

Meeting the highest standardsof governance41

2 RISK MANAGEMENT
2.1

2.2
2.3

Risk factors specific toMichelin, description andrelated management systems

54

Cross-functional risk
management procedures

63

Internal control process
relating to the preparationof accounting and financial
information

66

STATEMENT

3.1

3.8

3.9

72
100

Information about thecomponents of compensation
paid or awarded to the124
corporate officers
Individual compensation paid
or awarded to the Managers
and the Chair of theSupervisory Board for 2023

138

Other information about
compensation of theexecutive officers

144

Total compensation awarded
to the Group Executive
Committee

149

Trading in Michelin sharesby the corporate officers andtheir close relatives in 2023
Procedure for assessing
agreements entered into
in the normal courseof business3.10 Articles of incorporation,
Bylaws and shareholder
participation at General
Meetings

149

149

Introduction

160

Scope of the report

161

4.1

Sustainable Development
Report166

4.2

Non-Financial Statement

291

4.3

Duty of care plan

302

4.4

Other tables of concordance309

5 FINANCIAL PERFORMANCE
5.1

Report of the Managers

322

5.2

2023 consolidated financial
statements

358

5.3

Financial statements

449

5.4

Additional information

471

6 INVESTOR RELATIONS
6.1

Information about theCompany476

6.2

Share information

477

6.3

Investor relations

480

6.4

Documents on display

480

6.5

Additional share information

481

7 ANNUAL SHAREHOLDERS

MEETING OF MAY 17, 2024
7.1

Report of the Managing
Chairmanand proposed resolutions

498

7.2

Report of the Supervisory
Board: recommendations
concerning the votes on the
proposed resolutions

518

7.3

Statutory Auditors’ reports

525

150

3.11 Ownership structure andvoting rights

152

3.12 Financial authorizations

153

3.13 Change of control

156

3.14 Statutory Auditorsʼ report,
prepared in accordance with
Article L. 22-10-78 of theFrench Commercial Codeon the Corporate Governance
Report157

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

8 TABLES OF CONCORDANCE
8.1

Table of concordance for
the Universal Registration
Document

532

8.2

Table of concordance for
the Annual Financial Report

534

8.3

Table of concordance with
the AMF tables on corporate
officer compensation

534

8.4

Table of concordance
for the Management Report535

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of theIssuer. All possible care has been taken to ensure that this translation is an accurate presentation of the original. However, in all matters ofinterpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation.
The French language version of this Universal Registration Document was filed on April 7, 2023 with the French securities regulator(Autorité des Marchés Financiers - AMF), as the competent authority under Regulation (EU) 2017/1129, without prior approval inaccordance with Article 9 of said Regulation.
The Universal Registration Document can be used when securities are offered to the public or for their admission to trading on aregulated market if it is completed by a note on the securities and, if applicable, a summary and all of the amendments made to the
Universal Registration Document.
The package is approved by the AMF in accordance with EU Regulation 2017/1129.
The Annual Financial Report included in the Universal Registration Document is a translation of the official version of the Annual
Financial Report in format ESEF (European Single Electronic Format), which may be found on the www.michelin.com website.
DOCUMENT D’ENREGISTREMENT UNIVERSEL 2023_MICHELIN_1

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

1

Presentationand strategyof the Michelin
Group

THE GROUP
Company profile
Interview with Florent Menegaux

2
2
4

CAPITALIZING ON OUR FUNDAMENTALSThe major trends reshaping a world in transition
Our business model
Our strengths
Our Michelin in Motion strategy
Our strategic pillars in detail
Tires
Connected solutions
High-Tech Materials

7
8
10
12
14
16
18
21
22

ACCELERATING OUR TRANSFORMATIONOur All Sustainable vision
An interview with Yves Chapot
ProfitPeoplePlanet

25
26
27
28
32
36

MEETING THE HIGHEST STANDARDS OF
GOVERNANCE
Governance structure
The Managers and the Group Executive Committee
The Supervisory Board
Risk management
Ethics and compliance
Investor relations

41
42
44
46
48
49
50

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_1

THE GROUP

Company profile

Offering everyone a better way
forward is our purpose.
Michelin believes that the future can only be built ona sustainable growth model. With its unrivaled expertisein composites and advanced manufacturing processes,
Michelin is constantly innovating to design premium tires,
polymer-based components for critical applications, connected
solutions for fleets and remarkable experiences curated by
the MICHELIN GUIDE.

_22023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Michelin, an innovation-driven
global leader€28.3bnin 2023

Sales

39%

35%

North
America26%

EuropeOther regions

AUTOMOTIVELONG DISTANCE AND
URBAN TRANSPORTATION

50%

25%

20%

5%

Original equipment
and replacement tires

Heavy truck, light truckand van tires

Beyond-road tires

High-tech materials

Connected solutions

Mining, agricultural,
construction, materials
handling and aircraft tires

Coated fabrics, films,
conveyors, belts, seals,
inflatable structures,
biomaterials, etc.

EMPLOYEES

132,500
people worldwide
at year-end 2023

INNOVATION

6,000

people in R&D€1.2bn2023 innovationbudgetSPECIALTY BUSINESSESPRODUCTION86

PLANET-6%

tire production
facilities

CO2 emissions in
2023 vs. 2022

45

-10%

high-tech materials
production facilities

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

water
withdrawals in
2023 vs. 2022

_3

Interview with Florent Menegaux

THE GROUP

Interview with Florent Menegaux

Interview with Managing Chairman
Florent Menegaux

We want to continue
creating value for people,
the planet and our own
bottom line. This means
continuing to explore
new frontiers, where
we can fully express our
expertise both in high-techmaterials and in customer
experiences.”

How would you describe Michelin’s performancein 2023?
> Florent Ménégaux: Michelin delivered a very robust
performance in what is still a highly complex environment.
Financially, our segment operating income improved
significantly to €3,572 million, and our cash flow fromoperations rose to an all-time high of €3,009 million.
In terms of people, the employee engagement rate continued
to improve, gaining one point over the year to 83.5% in
2023. At the same time, we made progress in increasing thenumber of women in management positions and in further
reducing the TCIR, which measures the frequency andseverity of occupational accidents.
On the environmental front, I would like to highlight thesignificant 6% year-on-year decline in our carbon emissions
achieved in 2023.
We also reduced the amount of water withdrawn for our
manufacturing operations by 10% compared with 2022.

_4

These outcomes are indicative of the overall progress we’remaking on the three People, Profit and Planet bottomlines. Year after year, we’re demonstrating that not only is it
possible to strike the right balance of creating value in thesethree areas, but also that their interdependence is the only
way for us to drive sustainable growth.
I’d like to congratulate all our employees. This performance istheirs, and we can all be proud of it together.

How did the different business lines contribute to
the year’s performance?
>FM: These results attest to the collective performance of
all our employees. Our customers increasingly understandand value the quality of our solutions, products and services,which is why our financial performance improved despite
the decline in volumes. Our operational management alsoenabled us to sharply scale back inventories, which helped toincrease cash flow.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

The non-tire businesses, whose sales rose by 10% over theyear, are proving to be a sustainable growth engine for theGroup. I'm thinking, for example, of conveyors, which are partof our high-tech materials business, or our fleet services. The
integration of Flex Composite Group is going smoothly andis already creating value. The performance of our Lifestyleoperations is also promising.

Do these results mark the success of your value-first
approach?
>FM: We want to create value simultaneously for people, theplanet and our own bottom line.
Value isn’t a niche strategy. Our customers recognize thequality and performance of our products. They’re willing to
pay the right price for the real-world benefits we deliver.
In this sense, value is embodied in our brand, which has
always been a hallmark of trust and innovation. Value also
stems directly from the quality of our employees, who work
tirelessly to deploy our expertise and offer our customers thevery best.
By recognizing and promoting the value of what we do today,
we’ll be able to design even more environmentally friendly
products and services tomorrow, thanks to teams that are
increasingly better trained and more engaged. The value-first
approach is therefore a source of general progress that we
think should benefit as many people as possible.

How would you assess the first yearsof the Michelin in Motion plan?
>FM: The Group is continuing to execute its strategy and ison track to fulfill its 2030 ambitions.
We’ve seen that by maintaining our course, we’ve been able
to successfully navigate a complex, ever-shifting environment.
Our strategy acts as a compass, guiding us to make the rightchoices. Because our destination is clear, we can constantly
adjust our course to reach it.
The second major lesson is the way that our strategy
has strengthened our resilience. By deploying our corecapabilities in new markets, the strategy is broadening our
playing field and reducing our cyclical exposure. This wasdemonstrated once again this year by the growth in our nontire businesses.
Lastly, this success has only been possible because thestrategic plan’s six transformations are all delivering theirbenefits. We can see their real-life impact every day in the
personal growth of our employees, in the experience we offer
our customers, and in the design of our products, which are
now engineered from the outset to minimize their life-cycle
environmental impacts. These advances are interconnected,
and it’s by driving all the transformations forward that we’ll beable to fulfill our ambitions.

What do you consider to be the highlightsof the past year?
>FM: The year was shaped by game-changing innovations
and progress in every aspect of our business, as you’ll see inthe following pages.
But I’d like to come back to the announced winding downof some of our production plants in Germany and theUnited States. This is one of hardest decisions to makewhen you are looking to prepare a company to face thefuture, and we made it in response to changes in ourcompetitive environment and structural factors impacting
the competitiveness of our output. Despite the tremendous
dedication and hard work of the plants’ employees, thesituation made it impossible to maintain these operations
without compromising the Group’s ability to make today’s
performance the springboard for tomorrow's success.
That’s why our current priority is to support not only every
person directly impacted by these decisions, but also theircommunities. As Michelin has shown in the past, when suchdecisions have had to be made, the Group stands totallywith the employees. Even after the facilities close, Michelin
continues to assume its responsibility by proposing solutions,revitalizing the local ecosystem and creating new jobs.
In the face of rising competitive pressure, Michelin isdetermined to continue strengthening its local-to-local
production strategy, which makes the most environmental,
financial and social sense. Making the most effective use of
our existing capacity is fundamental, and one of the drivers of
our future success.
How does the global environment impact Michelin?
>FM: As we all know, these are times of geopolitical rigidity
and rising tensions. I believe that a company has a major
responsibility in responding to these challenges, as well as animportant role to play.
At Michelin, we pay particular attention to deepening oursocial cohesion, which is the foundation of our performanceover time. By deploying our universal social protection floor,
but also by offering all employees at least a living wage, we’remaking sure that everyone in the corporate community canaccess a set of guaranteed fundamental rights that enable
them and their families to live with dignity and cope with theunexpected.
One thing about us is that we don't give up. Where others see
threats, we choose to see opportunities. We are always partof the solution. That’s our DNA and our unshakable faith inhuman progress.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_5

THE GROUP

Interview with Florent Menegaux

What gives you confidence in Michelin’s future?
>FM: My deepest source of confidence in the future is thequality of Michelin people. I often say that a manager’s task
is to ensure that each Michelin employee can succeed,
because when each employee succeeds, the company as awhole will also succeed. The people that make up our Groupare its primary asset, and the source of its success. We want
our company to remain a place of lifelong learning where
everyone, regardless of background or education, can growand build their career paths in line with their aspirations.
Of course, our technological expertise and capacity forinnovation are fundamental, but they are only meaningfulwhen they serve human needs. When we deploy newtechnology in our plants, for example, we make sure that ithelps employees to do their jobs better and makes their work
more stimulating.
Another reason for confidence is our ability to scale up
disruptive innovations and bring them to market. We'll needinnovation to meet the environmental, social and businesschallenges we are all facing together. Few companies are
as capable as Michelin in supporting innovation, from theemergence of an idea to its widespread deployment.

How do you see 2024? What are the Group’s major
challenges that have to be addressed?
>FM: We want to continue creating value for people, theplanet and our own bottom line. This means continuing
to explore new frontiers, where we can fully express our
expertise both in high-tech materials and in customer
experiences.

_6

We’ll need to focus our resources as effectively as possible,
zeroing in on where we can have the greatest impact, where
Michelin can really make a difference.
Michelin has what it takes to become a global leader incomposites and in experiences that can change people’s
lives. With tires, we've already mastered the most criticalcomposite, one that is expected to deliver the mostperformance, sometimes in contradictory ways, for example
by being both round and flat, flexible and rigid, exposed
to high stress yet also highly resistant. These features andproducts are in high demand in many other markets, fromaerospace and construction to energy and healthcare.
The high standards and care we demonstrate in offering
customers exceptional experiences is also a strength we’ll be
leveraging in every aspect of our business.

Is Michelin still perceived as a pioneer?
>FM: By continuing to write the Michelin saga, we areprojecting our exceptional heritage into the future.
We can do this because we know that some things neverchange. Our pioneer DNA is constantly driving us to explore
new fields, as Michelin has always done throughout its
history. This is what makes us optimistic about our ability tomake a decisive contribution to many of the great challenges
facing humanity.
In doing so, we know that we can count on the strengths
that Michelin has demonstrated from the beginning: theengagement of our teams combined with our technologicalexpertise and spirit of innovation to help advance humanprogress, as well as our overriding confidence in people.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINCAPITALIZING ON OUR FUNDAMENTALSCapitalizing
on ourfundamentals

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_7

The major trends reshaping a world in transition

CAPITALIZING ON OUR FUNDAMENTALS

Major trends

The major trends reshaping
a world in transition
Michelin’s operating environment is being reshaped by three deep structural trends.
In response, the Group intends to capitalize on its powerful innovation and
its All Sustainable vision, consistent with its corporate dream of being recognized in 2050
as a leader in innovation capable of helping humanity to explore new frontiers.

The environmental transition
With global warming, ecosystem degradation and biodiversity
loss, humanity is facing an unprecedented challenge. Given
that planetary resources are limited, the current growthmodel has to be reinvented to become lower carbon, moreenergy-efficient, more circular and more resilient. We also
have to rethink the ways we produce and consume, so that
resources can be better used.

The resulting challenges for Michelin
Making ecodesign standard practice and performing life
cycle assessments on all our products and services.
Improving our ability to safeguard natural resourcesby expanding the circular economy and increasing the
proportion of renewable and recycled materials usedin our products.
Reaching net-zero carbon emissions by 2050
in Scopes 1 and 2 and in the Scope 3 categories of
upstream and downstream logistics activities, suppliers,
treatment of end-of-life tires and energy.
Continuing to improve the energy efficiency of our
products and further reducing tire and road wear particle
emissions.
Reducing our water withdrawals more quickly.

_82023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

The technologicaltransition
As digitalization becomes ever-more pervasive, lifestyles,
workstyles and the ways that products, services andprocesses are developed are all changing dramatically.
Everything seems faster, closer and, as such, moreaccessible or easier. This new technological landscapeis opening up a myriad of opportunities, including
instantaneous access to information, the growing power ofartificial intelligence, the proliferation of connected objects,
the emergence of new approaches to social and business
relationships, the transformation of usage patterns, thedevelopment of Industry 4.0 systems and the new impetus
in research.

The resulting challenges for Michelin
Developing new, high value-added services based oncontextualized data.
Extensively deploying artificial intelligence to make our
production processes safer and more efficient.
Offering a holistic approach to connected mobility with ourrange of services and solutions.
Streamlining and simplifying our customer relationships.

The social transition
Societies are undergoing deep-seated change, transforming
our relationship with work. Employees are seeking more
flexible, less restrictive and hybrid working conditions, while
employers have to reinvent themselves to remain attractive.
Lifestyles are also changing, with a growing sensitivity tosustainability, a search for greater resource efficiency,
ubiquitous connectivity, the emergence of hybrid travel andan appetite for new solutions.
The resulting challenges for Michelin nhancing the appeal of manufacturing jobs withE
Industry 4.0 practices.
Enabling customers and employees to improve
productivity, safety and ergonomics thanks to thetechnological advances delivered by our innovation and our
proficiency in renewable and recycled materials.
Helping to decarbonize city centers with our electric
mobility solutions for business fleets.
 peeding up the development of connected products
Sand solutions.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_9

CAPITALIZING ON OUR FUNDAMENTALS

Our business model

Our business model

Our business model
We are mobilizing
our uniquecompetitive
strengths...
A deep understanding of theuses and science of materials
As our core expertise, ourknowledge of materials scienceenables us increasingly to combine
and deliver, in the same product,
all the performance our customers
expect.
 he ability to process engineer
Tcomplex products
For our tires, process innovation
goes hand in hand with productinnovation, a distinctive capability
that is also being leveraged in our
high-tech materials business.

...to drive

Tires
Automotive, roadtransportation, specialties

Our
Purpose:Engaged employeesIn the company:
83.5% of employees engaged.

We care about giving
people a better way
forward ith customers:W
a Net Promoter Score of 43.
In host communities:
more than 19,700 local volunteer
programs involving employees.
 capital of trustA
MICHELIN, the world’s leading
high-performance tire brand, withleadership based on 133 years
of innovations that make all thedifference for our customers.

_10high-techmaterials
Flexible composite solutions,engineered polymers, emerging
value chains

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

sustainable growth...

...and create
value forall ourstakeholders

Connected
solutionsfor fleet operators andmonetization of collected data

Ourstrengths:

Customers
Innovation enables us to improvesafety and performance forcustomers over the long term,
while steadily reducing theirenvironmental impact.
Employees
We believe that all types of diversity
are a valuable asset and seek to giveeveryone the resources they needto grow in a safe and motivating
working environment.
Shareholders
Michelin delivers robust,value‑creating economic
performance and is committed
to paying out around half ofconsolidated net income individends by 2030.

our materials expertise
our proficiency in complex
production processes
the strength of our brandour close customer
relationships

Suppliers
Our supplier relationships aregoverned by transparency and acommitment to moving forward
together.

Trends & challenges
The environmental, technological and social transitions

Values built on respect
respect for facts, people, customers,
shareholders and the environment

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Society
Through our solutions and initiatives,
we are contributing to the vitality of
our host communities, to humanprogress and to a more sustainable
world.
Environment
We are taking action, both upstream
and downstream from ouroperations, to fight climate change,
conserve natural resources andprotect biodiversity.

_11

CAPITALIZING ON OUR FUNDAMENTALS

Our strengths

Our strengths
Michelin enjoys strategic strengths
that are at once rare, inimitableand value-creating.

Our strengths

Our distinctive capabilities
are a powerful strategic resource
Designing and process engineering innovative
materials
Michelin has developed distinctive expertise, unequaled
anywhere in the market, in the design, development andproduction of innovative materials, such as wire or cord
reinforcements and all types of polymers. As structuralelements, materials play a decisive role in delivering a tire’s
end performance in terms of endurance, longevity, abrasionand energy efficiency.
This is why our expertise is expressed in the ability
to understand the mechanics of materials in use, tocombine components with antagonistic properties and tomass‑produce our own reinforcements and polymers whenno other supplier is capable of providing us with the requisite
levels of performance.
Building on this expertise, the Group develops increasingly
innovative products offering ever-higher performance.

Examples include:

Our expertise in designing flexible composite products stems
from our unparalleled ability to engineer structures that are
rigid overall, but locally highly deformable, in which managing
the stress between hard and soft materials plays a decisiverole. This is the expertise that has enabled Michelin to growin the tire business, and that the Group is leveraging to
expand into new business territories – a tire, for example,
has to absorb more than 100 million deformations during its
in-use phase, while remaining rigid enough to carry and guidethe vehicle.
This expertise is expressed through the combinationof three key capabilities: (i) a perfect understanding of
how our products are used; (ii) outstanding proficiency
in modeling and characterizing flexible structures;and (iii) multi-scale prototyping abilities, along with testing
and measurement resources to support the seamless
transition from virtual to real.

Examples include: ires containing 45% to 63% renewableTor recycled materials

I nnovation leadership in airless tire technologies,
such as Tweel, UPTIS and the moon wheel

Fully EV-compatible tire lines

The WISAMO inflatable wing-sail for container ships

 onveyor systems made from tire-derived
Csemi‑finished product wastage ICHELIN AirProne air cushions for medicalMapplications

Non-toxic adhesive resins from ResiCare enner Eagle XLD belts providing four times the load
F
capacity of the prior generation

Biomaterials from Solesis_12

Designing flexible composite products2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Designing dedicated production processes
Michelin's ability to design dedicated, one-of-a-kindproduction processes is one of its key success factors
and sources of competitive differentiation. This expertiseis characterized by our ability to design the dedicatedmachines needed to support the broad-scale deploymentof our innovations, particularly when new components
or materials with novel features have to be incorporated
into our products. Throughout its history, Michelin has
developed proficiency in flexible composites guiding andassembly processes, as well as the ability to manufacture
multi‑technology assembly machines, from design toconfiguration.
Capitalizing on open innovation opportunities, Michelin is
working with start-ups and academia to explore innovativetechnologies. The Group is using artificial intelligence todevelop robotic solutions purpose-designed for the complex
handling of flexible composites.

Transforming our granular understanding ofcustomer usage patterns into customer value
The Group has acquired unique capabilities across the data
value chain, from capturing descriptive data on customer
usage patterns to interpreting and transforming these data
into action levers or solutions that in turn enhance customer
performance. Taking this holistic approach has enabled us todevelop an unequaled ability to create value from data.
With the acquisition of Sascar in 2014, Nextraq in 2017
and Masternaut in 2019, Michelin has accelerated its
development in data science and the design of leading-edge
algorithms. Now combined under the MICHELIN Connected
Fleet brand, these three companies’ onboard telematics
display units are currently fitted on more than one million
trucks and vans. This wealth of data gives Michelin unrivaled
understanding of usage patterns and behavior, enabling
us to offer our fleet manager customers a wide range of
connected services and solutions, such as tire inspection
technologies or the production of insights to enhance roadinfrastructure safety.

Examples of applications include:Tires made from bio-based or recycled materials
 n industrial demonstrator unit capable of producing
A
biobased butadiene in partnership with IFPen
and Axens

Examples of applications include:MICHELIN Connected Fleet
MICHELIN Mobility Intelligence

A powerful, iconic, universal brandCreated more than 130 years ago, the MICHELIN brand expresses the Group's values and commitments to its customers andpartners around the world. Embodied by the MICHELIN Man – voted Icon of the Millennium by New York’s Advertising Week
in 2018 and Best Logo of the Century by the Financial Times in 2000 – the brand symbolizes innovation, quality, safety andperformance, all of which are manifested in the products and services designed and developed by Michelin. As such, it is a key
success driver of the Michelin in Motion strategic plan and one of the Group’s most valuable assets.
With its excellent reputation, the brand has enabled the Group to build market recognition, expand into new growth
territories and stand at the top in industry rankings. For example, Michelin has been identified as one of the 100 mostinnovative companies in the world (Clarivate Top 100 Global Innovators) and was named the number one employer in theautomotive category on the 2023 Forbes list of America’s Best Large Employers. The MICHELIN brand enjoys an extraordinary
capital of trust and a reputation that speaks reliability, pursuit of excellence and positive impact.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_13

CAPITALIZING ON OUR FUNDAMENTALS

Our strategy

Our Michelin in Motion strategy

Our Michelin in Motion
strategy
Launched in 2021, the Michelin in Motion strategic plan sets out the Group’s roadmap
to 2030. As part of our All Sustainable vision,it lays the foundations for sustainable growth in three areas:
tires, connected solutions and high-tech materials.

Our purpose

We care about
giving people
a better way forward

Values built
on respect

The All
Sustainable vision

Respect for facts, people,
customers, shareholders
and the environment.

We believe that tomorrow, everything
will be sustainable at Michelin. Thisvision of the future informs all ourdecisions, which are grounded in aconstant search for the right balance
between People, Profit and the Planet.

Robust structural
fundamentals_142023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINA strategy resolutely
focused on innovationand performancetires

Connected
solutions

Our value proposition
Michelin offers retail and businesscustomers products that deliver
unrivaled performance and durability
in all sorts of conditions of use, while
helping to advance sustainable mobility.
Our objectives
 arget high value-added market
Tsegments, in particular premium tires
for cars, two-wheel vehicles, bicycles,
trucks and specialty vehicles (mining,
farming, construction and materials
handling machinery, and aircraft).
 roduce as close to customers asPpossible with Industry 4.0 plants.
Provide excellent customer service.
Broaden the B2B services portfolio.

Our value proposition

Our value proposition

Michelin offers a comprehensive
portfolio of fleet management services
and mobility data solutions that help to
optimize the business and operational
performance of our customers andfacilitate their transition to accidentfree, zero emissions fleets.

Michelin is deploying its expertisein high-tech polymer-based materials
in growing, high value-added markets.

Our objectives
Increase tire-as-a-service sales
and offer fleet managers purposedesigned services.
 acilitate the transition to electricF
fleets and continue to improve
efficiency, safety and environment
protection.
 everage the Internet of things andLdata analytics to apply our acquiredconnected mobility expertise in new
business territories.

Our strengths
 portfolio of market-leadingA
brands roprietary and franchisedPdealership networks
 strong position in onlineA
retailinghigh-techmaterials

Our strengths

Our products systematically delivercritical properties that enable medical
implants, aircraft window seals,
automation drive belts and otherapplications and systems to function
properly.
Our objectives
 evelop innovative, high-performanceDapplications for such composite
solutions as coated fabrics, films,
conveyors, belts, seals and inflatablestructures.
Introduce game-changing innovations
in engineered polymers, such asactive membranes, biomaterials,
non-toxic adhesives and composite
reinforcements (for example, with
ResiCare or AraNea).
 orge strategic partnerships toFoffer very high technology-content
products in still emerging markets,with initiatives like Symbio, AddUp andWisamo.

An unrivaled range of services
 ecognized leadershipR
in connected tires
Solutions tailored to each customer
Our strengths
 nparalleled proficiency inUmaterials science and complex
industrial processes
 n already impactful presenceA
in future-facing markets

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_15

Our strategic pillars in detail

CAPITALIZING ON OUR FUNDAMENTALS

Our strategic pillars in detail

Target segments andpriorities for 2024

TIRES
AUTOMOTIVE
Our priority targets are:
Fast growing segments, such as 18-inch and larger, all-season, Super Sport,
quiet and self-healing tires, and tires for hybrid and electric vehicles
Motorists sensitive to the premium experience offered by MICHELIN products
OEMs that value original equipment of MICHELIN brand tires for theirtechnological content
ROAD TRANSPORTATION
Our primary targets are trucking companies and fleet managers:
Sensitive to the superior performance of MICHELIN productsLeveraging new technologies to improve their performance
Concerned about the environmental impact of their operations
SPECIALTIESOur priority targets are:
The mining, farming, aerospace and construction industries
The growing, fast changing two-wheel tire market_162023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINOUR PRIORITIES FOR 2024
1. S upport the growing popularityof electrified mobility
2. Continue to decarbonize our
production processes
3. Improve the appeal of our jobs
and professions

Connected solutions
Our priority targets are:
Managers and operators of truck, bus and coach fleetsManagers and operators of corporate and commercial
vehicle fleets, particularly in built-up environments
Connected mobility data users, such as large public
and private infrastructure managers

OUR PRIORITIES FOR 2024
1. Continue to enhance our solutions for fleet
managers
 ccelerate the convergence of our service
2. A
solutions and tire-as-a-service sales
3. E xpand our solutions for road infrastructure
managers following the acquisition of Roadbotics

high-techmaterials
FLEXIBLE COMPOSITE SOLUTIONS
Our priority targets are:
B2B customers looking for very high-performancecomponents delivering critical properties in the products
they design.
ENGINEERED POLYMERSOur priority targets are:
B2B customers looking for disruptive innovations to drive
leapfrog performance gains in their products, based on
microscopic innovations.
EMERGING VALUE CHAINS
Our priority targets are:
B2B customers who are taking a chance on new, very hightechnology content products in emerging value chains.

High-performance resin developed by ResiCare

OUR PRIORITIES FOR 2024
1. Launch new flexible composite solutions
2. Step up our R&D commitment in engineered polymers
and grow our ResiCare subsidiary
3. Complete the upscaling of Symbio’s fuel cell production
at the Saint-Fons plant (a joint venture with Stellantis andForvia)2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_17

TiresCAPITALIZING ON OUR FUNDAMENTALS

Tires

TIRES
Automotive
Building new capacity at
the Shanghai plant

In November 2023, Michelin
announced a significant
expansion of production capacity
at its car tire plant in Shanghai,
China.
Scheduled for completion by
year-end 2026, the project’s
first phase will increase annual
capacity for high-performance
sedan tires by one million units,
to 9.5 million tires a year.
The factory of the future, which
covers an area of 70,000 sq.m,will be equipped with thelatest technologies to support
flexibility, artificial intelligence anddecarbonization.
Built in 2001, the Shanghai
plant is one of Michelin’s two
production facilities in China,
the other being in Shenyang,
Liaoning province. In a market
driven by growing mobility needs,
the rapid transition to EVs andincreasingly upmarket demand,Michelin is strengthening its
technological leadership andits all-sustainable approach inserving its customers.

_18

Racing tires containing 63% renewableor recycled materials
After shoeing the newall‑electric Porsche 718
Cayman GT4 ePerformancein 2022 with tires containing
53% sustainable materials,
Michelin unveiled a racing tiremade from 63% renewableor recycled materials at the
24 Hours of Le Mans Centenary
race in June 2023. The new,ultra-high-performance tiredemonstrates Michelin’s
ability to bring breakthrough technologies to both the track and the street.
Its component materials include natural rubber, recycled carbon black fromend-of-life tires, recycled steel from scrap metal, orange and lemon peel,
fir resin and sunflower oil.
The carbon black and recycled steel are supplied by Michelin partners Enviro
and GSW.

Motorists laud the MICHELIN brandIn the 2023 DriverReviews Customer Choice Awards, Michelin took the honors
in several categories, based on more than 350,000 customer reviews by
motorists who had driven more than 300 million kilometers. In particular, thebrand was crowned “winner” in the “Best Tyre for High Performance Cars”
category with the MICHELIN Pilot Sport 4S, and in the “Best All Season Tyre”
category with the MICHELIN CrossClimate 2. Working with tire dealers andmanufacturers, DriverReviews collects thousands of verified reviews andopinions by motorists driving all types of vehicles concerning their choiceof tires. These verified reviews enable tire manufacturers like Michelin toenhance their trust capital based on tire user experience and eventually toincrease their sales.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

TIRESLong distance and urban
transportation
Airless technology, for increasingly
sustainable mobility
The UPTIS prototype represents a fundamental
milestone in the Group’s research on airlesstechnologies. It is an airless, puncture-proof tire andwheel assembly designed for cars and light vehicles,
which to date is the only airless tire in use on open
roads in real-life conditions under a business contract.
By year-end 2023, the prototypes in use had covered
4.5 million kilometers.
UPTIS helps to optimize delivery fleet productivity byeliminating downtime from flats and reducing inflating
and pressure-related maintenance, while guaranteeing
the safety of drivers and other road users. Since 2023,
the prototype has been trialled on last-kilometer delivery
routes with customers such as DHL in Singapore andthe French Post Office. The trials are enriching Michelin’s
knowledge of airless technologies by enabling extensive
analyses and harnessing advanced expertise.

Michelin equips Flexy, the SNCF’s
new road-rail shuttle

UPTIS attests to Michelin’s leadership in airlesstechnologies, thanks to its proficiency in composites andother high-tech materials. It is also a further illustrationof how Michelin’s sustainable development model issupporting its ambitious 2050 objectives.

In 2024, SNCF plans to trial Flexy, a one-of-a-kind,battery-electric shuttle capable of running on bothrailway lines and conventional roads, which will
help to meet the needs of users living in areas
underserved by public transportation. It will carry up
to 14 passengers, including the driver, on currently
unused train lines, helping to ease the isolation of ruralcommunities. Michelin participated in this unusual
project, undertaken with the Railenium Institute in theMovin'On ecosystem, to convert the futuristic shuttle
to mixed road-rail use, with the goal of bringing it into
service in 2026.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_19

CAPITALIZING ON OUR FUNDAMENTALS

Tires

TIRES
Beyond road tires
Investing in agricultural tracks production
Michelin plans to invest $100 million
in its Junction City, Kansas (UnitedStates) operations over the next
five years to increase production
capacity of tracks for agriculturalequipment. The capital project will
enable the facility to meet growing
demand for agricultural rubber
tracks, particularly in North America.
Especially well-suited to large farms,
these tracks offer major benefits
in protecting the environment andimproving productivity, with 5%
higher yield than wheeled tractors,
lower soil compaction and better
access to fields.

A new version of the
MICHELIN EVOBIB tire
In early 2023, Michelin unveiled a
new version of the MICHELIN EVOBIB
tire, the first tractor tire designed
specifically for use with central tire
inflation systems. It delivers excellent
performance on all types of terrain,with a footprint that is maximized infield use, to reduce soil compaction,and minimized in road use. Thanks
to its variable tread pattern andre‑engineered tread design, the
MICHELIN EVOBIB tire offers excellent
traction capabilities until end-of-lifeand helps to reduce fuel consumption
by two liters an hour. It is also Pressure
Field Operation (PFO)-certified,
so it has a higher load capacity thanits predecessor.

The first radial tire for giant loaders
Michelin has introduced the70/70R57 MICHELIN X Mine L4 tire,
the first radial tire for the world’s
largest wheel loader used in surface
mining.
The innovative tire’s robust radial
design eliminates the need tofit chains to the rear axle, which
reduces tread wear while providing amore optimized, even footprint andless contact patch deformation.
Engineered to meet the highest
traction performance standards
on wet and dry surfaces, andcompatible with the connectedpressure monitoring system, the newmodel delivers a radical step‑change
in mine productivity, while also
contributing to the safety andsustainability of these operations.

_20

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINMICHELIN Air X SKY
LIGHT, a game-changing
innovation in theaircraft tire market
Launched as a world first at the Paris
Air Show in June 2023, the MICHELINAir X SKY LIGHT represents a newradial tire technology intended forcommercial aviation. It also offers
a 15% to 20% longer lifespan,
while being lighter than previous
generations and delivering better
performance. The result of multiple
breakthrough innovations in its
architecture, use of materials andmanufacturing process, the newtire will help to meet the airline
industry’s decarbonization objectives
while reducing maintenance andtransportation costs.

Connected solutions

CAPITALIZING ON OUR FUNDAMENTALSConnected solutions

Connected Solutions

Launch of MICHELIN
Connected Mobility
Michelin has introduced its latest
innovation, MICHELIN Connected
Mobility, a comprehensive
technological solution designed
to respond effectively to afull range of fleet manager
needs. From selecting the mostsuitable tires to managing
tire inventory, tracking tire
expenditure and performing
automatic inspections, Michelin
is leveraging all its expertise toenable customers to reduce
vehicle downtime, emissions andaccidents.
MICHELIN Connected Mobility
is an unprecedented alliance
between tires and four main
support services:
The provision of premium tires; anaging and optimizing tireM
performance; ccess to fleet managementAsolutions with MICHELIN
Connected Fleet, whichmatches vehicle data to driver
behavior;
 ccess to a new automatedA
predictive maintenance andwarning solution: MICHELIN
Smart Predictive Tire.

Watèa develops a hydrogen solution for business fleets
Watèa by Michelin, our subsidiary specializedin transitioning business fleets to EVs,
has extended its offering to a full array ofhydrogen vehicle solutions. The new service
will offer hydrogen mobility enthusiasts
qualified Peugeot e-Expert Hydrogen andCitroën e-Jumpy Hydrogen vans with higher
uptime than their battery-electric versions,plus a high-performance, low-carbon
refueling system, financing and insurance
solutions, and a suite of digital services. The
new system is already fully up and running in
the Auvergne-Rhône-Alpes region, with thesupport of HYmpulsion, in which Michelin is ashareholder.

Making RFID tags a market standard
Michelin is actively supporting the creation and deployment of RFID
technology as the new standard for digitally identifying car, van and truck tires.
Assisted by associations like the Global Data Service Organisation (GDSO) andan ecosystem of partners, Michelin is committed to informing, educating andencouraging the take-up of RFID tags as a market standard.
RFID tags and their data are already used by Michelin for their efficiency inoptimizing traceability throughout the product life cycle. They have also been
embraced and promoted by some of our OEM partners and leading dealers.
The technology will play a decisive role in the circular economy process, led by
the gradual introduction of the EU Digital Product Passport.
RFID is a core enabler of the Group’s strategic focus on developing tire-related
services based on value-creating data, as part of an all-sustainable approach.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_21

High-Tech Materials

CAPITALIZING ON OUR FUNDAMENTALSHigh-Tech Materials

High-Tech
Materials

15% of the patents filed by Michelin in 2023
concerned high-tech materials.

400

With FCG, Michelin has consolidated a leader inhigh-tech fabrics and films

employees€200m

In September 2023, Michelin announced thatit had acquired Flex Composite Group, marking
a significant step forward in the development of
its high-tech materials business in perfect alignment
with the Michelin in Motion 2030 strategy. The new
combination is a leader in high-tech fabrics and films,
leveraging Michelin’s unrivaled innovation and R&D capabilities and FCG’sadvanced customer intimacy and industrial process expertise.

in sales in 2023

9%organic growthfrom 2015 to2023

FCG offers very high value-added applications in extremely technical markets,
such as superyachts, supercars and EVs, sports and infrastructure.

22%

The transaction will increase sales of Michelin’s High-Tech Materials businessby around 20%, positioning the Group as the go-to source of composite
solutions.

EBIT margin

6

production plants
in Europe

Carbon-fiber engineered fabrics_222023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

High-TechMaterials
A Green Series of conveyors to decarbonize the mining industry
A world leader in conveyor belt solutions and reinforced
polymer products, Fenner Conveyors is helping themining industry decarbonize operations with its Green
Series of two conveyor products.
The first, PowerSaver, was designed to reduce energy
consumption by supporting the system to operate acrosslonger distances and with higher tonnage. This translates
into significant benefits for mine operators, including
lower operating costs, increased asset life and reduced
carbon emissions.
The second in the Series, Yeloroll-HD, was engineeredby Conveyor Products and Solutions, a company Fenner
Conveyors acquired in 2022.

It features high-performance composite rollers
and a composite shell, which protects the belt more
effectively from corrosion and impacts. The composite
rollers are 30% to 50% lighter than equivalent steel
idlers, resulting in lower energy consumption and muchbetter performance, with fewer noise impacts.
Used in tandem, PowerSaver and Yeloroll-HD provide an
efficient solution for overland conveyor systems, as well
as a smaller environmental footprint.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_23

CAPITALIZING ON OUR FUNDAMENTALSHigh-Tech Materials

High-Tech
Materials
Symbio scales up and accelerates its transformation
2023 was a particularly busy year for Symbio, the innovation and industrialization partner of hydrogen zero-emission
mobility pioneers. In July, its ownership structure changed with Michelin’s sale of part of its stake to Stellantis, which will
help spur Symbio’s expansion in Europe and the United States. Following the transaction, Symbio is now equally owned
by Michelin, Forvia and Stellantis.
Then, in December, another major event was the inauguration of the company’s first gigafactory, SymphonHy,
in Saint-Fons in the Auvergne-Rhône-Alpes region in France. The largest integrated fuel cell production plant inEurope, SymphonHy has a high level of automation and robotics, supporting large-scale industrial production at morecompetitive cost. This important breakthrough has consolidated Symbio’s technological and industrial leadership in
driving the faster roll-out of clean, competitive, sustainable high-performance hydrogen-powered mobility, thereby
helping to further the energy transition and to meet French and European low-carbon objectives. SymphonHy is an
integral part of HyMotive, a strategic €1 billion project to develop disruptive technology, supported by the European
Union and the French government as part of the IPCEI* program. The site also houses the Group’s headquarters, aninnovation center of technological and industrial excellence, and the Symbio Hydrogen Academy.

*Important project of common European interest

16,000fuel cell systems currently produced,
50,000 by 2026

More than

450 engineers, including

100 dedicated to innovation

selfsufficient site
An energy

A BREEAM“Very Good”
certified site_24

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINACCELERATING OUR TRANSFORMATION

Accelerating
ourtransformation

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_25

ACCELERATING OUR TRANSFORMATION

Our sustainability approach

Our All
Sustainable vision

At Michelin, we deeply believe that our growth and sustainability depend onachieving the right balance of performance in addressing issues impacting thewell-being of the people with whom we interact, our business and financial results,
and our ability to safeguard the planet. This All-Sustainable approach, based on
the People, Profit, Planet triple bottom line, is embedded in the Group’s growth
dynamic being led by the Michelin in Motion strategic plan. An exacting standard
in every aspect of our business and a lodestar for the future, this approach
sharpens our vision and operationally informs everything we do.

Credit rating agencies
confirm the Group’s
robustness

CREDIT RATINGS

Michelin is
a leading sustainability
enabler, recognizedby the non-financial
ratings agencies

NON‑FINANCIAL RATINGSAt December 31, 2023

At December 31, 2023

2023 Rating
STANDARD& POOR’S
FITCH

_26

MOODY’S

CDP CLIMATEA-

CDP WATER

B

Short term

A2

F2

-

MSCI

Long term

A-

A-

A3

Outlook

StableStableStableSUSTAINALYTICS(risk rating)
ISS ESGAAA
Low risk
B-

MOODY’S ESG Solutions

71/100ECOVADIS

78/1002023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

An interview with Yves Chapot

ACCELERATING OUR TRANSFORMATION

An interview with Yves Chapot

Our priority is to increase
the value the Group creates for all
its stakeholders
What levers are you activating at
Michelin to create value?

Yves Chapot,
General Manager and Chief Financial
Officer

We arecommitted tofairly sharing
the value added
we create.”> Yves Chapot: We strongly believethat value is created by striking
a subtle balance between caring
for People, making a Profit andhelping to safeguard the Planet. To
put this into practice, we nurture
positive interactions with each of our
stakeholders, which act as vectors of
our long-term performance.
For our customers, we create
value by delivering products andservices perfectly aligned with their
expectations, while constantly striving
to raise performance outcomes andfoster efficient interaction.
For our employees, we implement
policies and initiatives that enable them
to work safely in a fulfilling job, with
opportunities for career-long learningand development. For our suppliers,
our host communities and publicauthorities, value is created by forging
trust-based relationships that enable
every stakeholder to plan for future
growth and development.
Michelin is also working to reduce its
environmental footprint to conserve
the planet's resources. This means
taking fewer natural resources from theenvironment and releasing less waste
and effluent into it, while increasing the
proportion of recycled or renewablematerials used in our products.
Creating value for people and theplanet in this way ultimately feeds
through to strong business andfinancial performance, with a sales
growth target of 5% a year between
2023 and 2030, and a targeted returnon capital employed (ROCE) of morethan 10.5%.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

How does the Group share thecreated economic value among its
stakeholders?
> YC: The Group is committed tosharing the value added it creates fairly
among its stakeholders.
In 2023, this value added stood at€13.1 billion. More than half of that was
distributed to employees in the form of
fixed and variable compensation andbenefits. A significant portion – morethan 20% – was also used to financeour future-facing capital projects anddrive the development of our businessactivities. The various taxes and duties
paid to our host country governments
represented 8% of the total value
created. Lastly, just over 10% went tolenders and shareholders, who provide
the financing that supports the Group's
development.
You emphasized that reducing yourenvironmental footprint is a way ofcreating value. What do you meanby that?
> YC: I mean that it is our responsibility
to protect natural ecosystems, which
represent a silent stakeholder. To
pro-actively track the impact of ouroperations, which generate both
positive and negative externalities,
since 2019 we’ve valued four negative
externalities with the goal of reducing
them from €590 million in 2019 to€545 million in 2023. We’re making
progress faster than expected, with avaluation of €436 million at year-end
2023. This initiative will be further
fine‑tuned in the years ahead, sothat we can more effectively disclose
the impact of our operations to ourstakeholders and more effectively
address it in the Group’s management
practices.

_27

ProfitACCELERATING OUR TRANSFORMATION

ProfitProfitBusiness and financial performance guarantees
the Company’s sustainability and independence

Growth is non-negotiable for Michelin. It directly helps to strengthen our
technological leadership and keeps us robust, while maintaining our criticalmass in line with the world's largest corporations. In this way, growth helps
to secure the Group’s long-term independence, while providing the resources
to prepare for the future.
The resulting profit finances our innovation drive and helps to attract the
talent we need. It also enables us to attenuate our environmental impact,with targets of net-zero carbon emissions and 100% renewable or recycledmaterials in our tires by 2050.
To fulfill this ambition, which stems from a subtle balance between
caring for People, making a Profit and helping to safeguard the Planet,
Michelin has built an offensive strategy that, in the tire business, consistsof systematically positioning the Group in high value-added segments
across every market it serves. It also involves new growth drivers,
focused on two strategic business segments:
The worldwide deployment of connected solutions for managing vehicle
fleets, to improve operational safety and energy efficiency.
Impelling faster growth in polymer-based composite solutions
by capitalizing on our distinctive expertise in materials scienceand complex industrial processes.

_28

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

The Michelin brand is a major
competitive advantage

Adeline Challon-Kemoun
Executive Vice President, Corporate
Engagement and Brands;
Executive Vice President,
Michelin Lifestyle Business Line

Since 2020,
the initiatives
undertaken
as part ofthe Brand
Preference
program havestrengthened
the brand’s
powerful voice
far beyond thetire industry.”

What impact does the MICHELIN
brand have on the Group’s financial
performance?
> Adeline Challon-Kemoun: With
the MICHELIN brand, the Group enjoys
a special competitive advantage thatlargely contributes to the value wecreate.
Our brand is both the most recognized
and the most recommended by ourcustomers, often far ahead of othertire brands. In a highly competitiveenvironment, it plays a key role insupporting the perceived value of our
products and services and in building
brand preference.

How do you track the powerof the MICHELIN brand?
> A C‑K: Since 2020, the initiatives
undertaken as part of the Brand
Preference transformation program
have strengthened the brand’s
powerful voice far beyond the tire
industry. The Brand Vitality Quotient,which compares MICHELIN to otherglobal masterbrands, enables us tomeasure this progress, by tracking such
key brand attributes as consumers'
attachment to the brand (brand love)
and innovation. In 2023, our score
improved by five points year-on-year
and by 13 points compared with 2020.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Our efforts to improve the customer
experience have also paid off in asignificant increase in their satisfaction
and their tendency to recommend
the brand, as measured by the Net
Promoter Score, which stood at 42.7
in 2023, up 1.4 points on 2022 and
2.5 points on 2020.

The Michelin in Motion strategy
is now well underway. What roleis the brand playing in it?
> A C‑K: Our brand power is a decisive
success factor in the Group’s strategy,
by acting as a hallmark of high quality
and trust for customers and a beacon
for partners and job applicants.
The MICHELIN brand is also a vectorof credibility and profitability as we
expand into new markets. To optimize
the brand’s contribution to strategy
execution, our priority is to heighten
the perception of Michelin’s innovation
capabilities across all its businessactivities.

_29

ACCELERATING OUR TRANSFORMATION

ProfitWinning the productmix battle
The ongoing enhancement of our product and service
offering, which is set to continue in the years ahead, will add
more than €100 million to the Group’s operating income
every year.
In the Automotive segment, for example, this reflects thefact that by 2027, more than a third of new vehicles will befitted with 19-inch and larger tires, compared with just 20%
today. This trend has been underway for a number of years,
but it’s now being intensified by the growing shift to electric
mobility, which requires higher performance tires, a segment
where Michelin is already leading the way with tires that are
all EV‑compatible.
In the replacement segment, 19-inch and larger demandshould grow by 18% a year over the 2023-2027 period andaccount for 20% of the market in 2027 compared with 10%
in 2023.
At a time of fast growth in the most value-accretive
segments, the Group is continuing to adjust and expand its
production capacity, and to create competitive advantage
with the durability and performance of its products.
For example, over the past five years, Michelin has reduced
TRWP emissions from its tires by a total of 100,000 tonnes.
The Group’s massive data processing capabilities enable
it to fine-tune its marketing in both Original Equipment
and Replacement markets, while also adroitly capturing
all the value from its skills and expertise.

Scott Clark
Executive Vice President, Automotive,
Motorsports and Two-Wheel Business Lines;
Head of the Americas Regions

Between now and 2027,
demand for 19-inch
and larger Automotive
tires will grow by 18%
a year.”Michelin's distinctive capabilities areenabling it to expand in fast‑growing
markets that value innovationand performance.”
Maude Portigliatti,
Executive Vice President, High-Tech Materials Business LineCreating value with our polymer-based solutions
Michelin has always stood out
for its scientific and industrial
expertise in materials, as well as
for its ability to engineer mass
production processes for highly
technical composite products.
These capabilities enable theGroup to build positions in suchhighly demanding markets as_30

medical equipment, aerospace andprocess automation, which require
extremely high-performance, longlasting products. These products
systematically deliver critical properties
that enable medical implants, aircraft
window seals, automation drive belts
and other applications and systems tofunction properly.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

The Group’s robust expansion
in these markets is being driven
both by organic growth in existing
businesses and by acquisitions,like Flex Composite Group in 2023,
which increased High-Tech Materials
sales by 20% and created a new
business unit dedicated to coatedfabrics and high-tech films.

€2.2bn

A look at
our performance,
2021-2023
SALES

OPERATING INCOME(1)(in € millions)

NET INCOME(in € millions andas a % of net sales)

2030 Ambition
Average annual growth in sales of 5%
between 2023 and 2030, with 20% to
30% of sales generated by businesses
other than tire manufacturing
and related distribution in 2030.

3,396
11.9%

investedin 2023(in € millions)

3,572
12.6%

2,009
1,983
1,845

2,966
12.5%

28,59028,343
23,795

2021

2022

2023

2021

RETURNON CAPITAL EMPLOYED
(%)

2022

2023

2021

NET DEBT

2023

FREE CASH FLOW
BEFORE ACQUISITIONS(as a % of equity)(in € millions)2030 AMBITION
Continuously create value between
2023 and 2030, with a more than
10.5% ROCE each year

25
19

3,009

18

11.4

1,464

10.8
10.3

2021

2022

-104

2022

2023

2021

BRAND VITALITY SCORE(2)
Brand vitality

2022

2023

2021

2022

2023

PRODUCT/SERVICE VITALITY INDICATOR(3)

2022

2023

2030

65

65

73

Product/
service vitality

2022

2023

2030

31%

31%

>30%

2030 Ambition

2030 Ambition

Maintain the strengthof the MICHELIN brandSustain the pace of product and service
innovation(1) Of the segments.
(2) S ingle score composite indicator which summarizes the current vitality of the brand. It is based on five metrics: brand purpose, innovation,communication, brand experience and love.
(3) Percentage of sales from products and services introduced in the last three years.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_31

PeopleACCELERATING OUR TRANSFORMATION

PeoplepeopleCreating an environment for engagement

For Michelin, Group performance is closely tied to employee fulfillment
and the quality of its stakeholder dialogue, which is why its visionand strategy have always been people-driven. Believing deeply in the powerof collective intelligence, it has made everyone's desire to learn, to improveand to succeed an impetus in its transformation and a key success factor
of its innovation drive.
The Group’s skills development process, assertive inclusion policies andbehavior model focused on engagement, initiative and cooperation, as well as
its deployment of living wage and universal social protection initiatives, haveall been crafted to support team development and foster mutual trust.
This same trust forms the core of the Group’s interactions with its externalaudiences, particularly the ongoing, open, transparent discussions engaged
with its Stakeholder Committee and the structured dialogue it maintains with
non-governmental organizations.
As it progresses towards its 2030 goal of setting the global standard in
employee engagement, workplace safety, diversity and inclusion, Michelin
already stands out with an employee engagement rate of 83.5% in 2023,
close to the targeted 85% in 2030. Such a high rate tends to prove thatthe collective saga that they are embracing through the “I Am Michelin”
transformation program, designed to make everyone feel like a real Michelin
player, is both exciting and meaningful.
The combination of all these factors will enable Michelin to move forward
and continue to make progress for the benefit of all its stakeholders.

_322023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Engaging in stakeholder
dialogue to enrich ourdecisions

What is the role of the Group’s
External Stakeholders Committee?
Lorraine Frega
Executive Vice President, Distribution
and Services & Solutions Business
Line; Executive Vice President,
Strategy, Innovation and Partnerships,
Sustainable Development and Impact;
Head of the China Region

The challenge
is to respond
ambitiously
to changes
in ourenvironment.”> Lorraine Frega Michelin createdthe External Stakeholders Committee
because it believes in the benefits ofcontinuous dialogue with its various
stakeholders. The Committee, which
comprises people from outside or
independent of the Group, as wellas members of the Group Executive
Committee, acts as a think-tank for theGroup's senior management. It gives
them greater insight into changes inour operating environment, which
in turn helps them to grasp the new
expectations and social challenges
that the Group must be ready toaddress. It also paves the way forour transformation by nurturing ourforesight and over-the-horizon vision.
Its constructive recommendations
shed light on the solutions that theGroup can implement to help drive
the emergence of a more sustainable
world.

What role does social dialogue playin the organization?
> LF: The Group’s social dialogue
process is designed to provide
actionable solutions for achieving
the right balance between financial
performance and social progress andfor fostering a sense of ownership andco-destiny. Michelin has long been apioneer in social progress.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINIn France, we elected employee
representatives to the Supervisory
Board ahead of the PACTE Act
mandating their election, which we
supported. Worldwide, we set up
a Global Works Council in 2020 todeepen social dialogue across theorganization.
The Group also stands out forthe progress made in employee
benefits, such as the ambitious skills
development program focused on
improving employability, the universal
social protection floor introduced in
the Michelin One Care program, whose
coverage will be extended worldwide
by 2025, and the commitment to theprinciple of a living wage.
How do Michelin’s employee
collectives manage to get things
moving?
> LF: Our employee collectives,
which were spontaneously formedby employees and then supportedby the Group, are focused on making
the Group’s environmental and socialtransition a reality. Their initiatives
are helping to drive progress in suchareas as the environment (One Planet),diversity and inclusion (Better Together)and the development of leadershipskills (ICARE). They are convinced thatMichelin is part of the solution to theimmense challenges facing society
today.

_33

ACCELERATING OUR TRANSFORMATION

PeopleResponding to changing
markets
Michelin is a leader today because it has always agilely
responded to the needs of its time. Through the many shifts
in markets and demand that the Group has experienced,
and continues to experience today, we have demonstrated
responsive adaptability in steadily developing new
businesses, realigning certain existing ones and discontinuing
others.
When we have to close a production plant or a business,
we focus on supporting and retraining employees and on
revitalizing the impacted community through dialogue with
employees, unions, partners, local authorities and otherstakeholders.
In this way, we can transform the changes by building
sustainable solutions based on significant investment andnew jobs.
One illuminating example is the future-facing project
deployed three years ago in response to the closure of thetire plant in Bamberg, Germany, where a research hub, built
on the site of the former plant, will house companies active
in artificial intelligence, digitalization and sustainable mobility,
as well as university faculties, research institutes, SMEs andstart-ups.

Bénédicte de Bonnechose
Executive Vice President, Urban andLong‑Distance Transportation Business Lines;
Head of the European Regions

Michelin is a leader
today because it
has always agilely
responded to theneeds of its time.”

We want to give every employee
and their family a decent standardof living and to support themat important moments in their lives.”
Jean-Claude Pats,
Executive Vice President, Personnel

Paying attention to every employee
As part of its social responsibility
commitment, Michelin is pursuing two
ambitious objectives for its employees
and their families. With the Michelin
One Care program, we’re offering auniversal social protection floor, which
provides a set of basic social protection
benefits to supplement host countrysocial security systems. Designed in
2021, the program will be fully deployedworldwide by 2025. It includes suchmeasures as a minimum 14 weeks of_34

maternity leave and at least four weeks
of paternity leave, both fully paid; death
benefits equal to at least one year’ssalary in the event of death while still
an employee; and healthcare insurance
to supplement national systems incovering care and prevention costs.
The other overarching objective
is to guarantee each employeecompensation that enables them andtheir families to live with dignity. Thismeans compensation that enables a2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

family of two adults and two children
to meet their basic needs, save forthe future and purchase standard
consumer goods (depending on eachcountry's standard of living). To fulfill
this commitment, Michelin worked with
the Fair Wage Network, whose methods
and expertise are recognized by leading
institutions and a number of NGOs.
This resulted in the award of Living
Wage Global Employer certification in
December 2023.

PERFORMANCE & AMBITIONSSET THE GLOBAL STANDARDSET THE GLOBAL STANDARD

Employee engagement rate

Workplace safety

FOR EMPLOYEE ENGAGEMENT,WITH A RATE OF MORE THAN 85%

IN WORKPLACE SAFETY(Total case incident rate)(1)

>85%
83.5%

1.29

82.5%

1.07

79.8%

1.01
<0.5

2021

2022

2023

2030

SET THE STANDARD

FOR EMPLOYEE DIVERSITY
AND INCLUSION

Diversity and inclusion(diversity and inclusion management
index, maximum score = 100)(2)

2021

2022

2023

Lead the industry

in creating customer value

Customer satisfaction

Partner Net Promoter Score
up 10 pts80

vs. 2020

72
65

42.7

70
41.6

40.5

2021

2030

2022

2023

2030

2020

//

2022

2023

2030

For further information: the summary table of employee data may be foundin the Non-Financial Performance pages of the www.michelin.com website(1) The number of accidents and cases of occupational illness recorded per 200,000 hours worked.
(2) IMDI: A composite metric that tracks diversity and inclusion in five areas: Gender balance, Identity, Multi-national management, Disability,
and Equal opportunity.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_35

PlanetACCELERATING OUR TRANSFORMATION

Planet

PLANET
Contributing positively to the planet
and its inhabitants

For Michelin, preserving the planet is an integral part of its history andvalues. This is why it is one of the three bottom lines in the All Sustainablevision, supported by a set of commitments aimed at reducing the Group’s
environmental footprint.
By 2030, for example, every product and service line will be covered by life
cycle assessments, which are already being performed on new product lines.
The Group’s objective is to extend this approach to its services portfolio, which
is being further enriched every year.
The Group is also committed to incorporating at least 40% renewable andrecycled materials in its tires by 2030. In 2023, we were already at 28%.
Our progress towards this goal, which is being driven both by internal
developments and an array of partnerships, supports our confidence inMichelin’s ability to meet the 2030 target, as well as the more ambitious
2050 objective of producing products entirely from renewable and recycledmaterials. At the same time, the Group is leveraging these initiatives to reduceits biodiversity impact by conserving more of the planet’s resources, including
water, which is the focus of particular attention.
The last measure being deployed to shrink the Group’s environmental impact
is the pathway to net-zero carbon emissions by 2050. Several levers are being
activated to meet this objective, the most important of which is improving theenergy efficiency of our production facilities.
Lastly, our positive contribution to the planet and its inhabitants isunderpinned by an offensive innovation policy that is further attenuating theimpact of using our products. Two examples of innovation outcomes where
Michelin is applying its distinctive expertise are reducing tire rolling resistanceand abrasion, without compromising their safety performance.

_362023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Renewable and recycled materials:
a huge challenge for our industry

Éric Philippe Vinesse
Executive Vice President, Research& Development

Michelin isplaying a
key role instructuring newvalue chains.”

Why is the development of new
renewable or recycled materials
such a big challenge?
> Eric Philippe Vinesse: The challenge
is enormous, because it involves
abating the impact of human activity
on global warming while protecting theplanet’s resources and biodiversity.
Industry-wide, this means replacing
around two-thirds of the materials
used today, which are derived frompetrochemicals, with renewable orrecycled materials. That requires
structuring all the value chains, fromcollecting renewable primary materials
and recyclable end-of-life tires or otherproducts to recovering any materials
from them that could be reused in newtires.

What role is Michelin playing in thisglobal ecosystem?
> EPV: Michelin is actively supporting
the emergence and structuring ofthese new value chains. This means
working together with other tiremakers
and with all the emerging value chain
stakeholders.
So we’re supporting materials
processing companies, as well as
start‑ups developing innovative
recycling technologies, by helping

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

them to perfect their technologies
and offering market opportunities sothat they can move forward to mass
production on their own. We're also
advocating for legislation that facilitates
the production, trade and widespreaduse of these new materials, which will
help drive further progress.

Where is the Group in its
commitment to making its
products entirely from renewable
and recycled materials by 2050?
> EPV: We're on the right track, with aratio of 28% as of end-2023, and we’re
stepping up the pace of innovation.
We’re co-innovating with sharedlaboratories and research partnerships
with leaders in academia and withcircular economy consortia, such as
BlackCycle and WhiteCycle.
We are also forging targeted
partnerships and collaborations, suchas the ones with Carbios to develop
innovative recycling technologies andwith Enviro to recycle end-of-life tires.
In addition, we’re supporting thedevelopment of breakthroughproduction processes, such as the firstindustrial-scale pilot plant capable ofproducing bio-based butadiene.

_37

ACCELERATING OUR TRANSFORMATION

PlanetReducing the environmental
footprint of our production
plantsThe Group has crafted an ambitious roadmap to reduce its
environmental footprint by 2030, focusing on CO2 emissions andwater withdrawals.
By 2030, we’re aiming to reduce the energy used per tonne of tires
produced by 37%, which will help to lower the Group’s carbon
emissions. The around €100 million invested every year to meet thisgoal primarily finances process electrification projects, which thenenable us to make greater use of renewable power. Other capitalprojects are insulating machinery, optimizing the management of
production shutdowns and restarts, installing waste heat recovery
utilities and managing building ventilation systems.
At a time when many regions of the world are suffering from periodsof intense drought, we’re stepping up our capital expenditure to
reduce the amount of water withdrawn per tonne produced by athird by 2030 compared with 2019.
In addition to these efforts, the Group is also working on addressing
issues relating to water quality and adaptation to climate change.

Pierre-Louis Dubourdeau
Executive Vice President,
Manufacturing

Our roadmap
aims to massively
reduce our carbon
emissions and water
withdrawals.”Thanks to our innovations, we’re helping
industries that are vital to society tomeet their challenges.”
Manuel Montana
Executive Vice President, Mining, Beyond Road and Aviation Business Lines;
Head of the Africa/India/Middle East, East Asia and Australia Regions

Helping the mining and farming industries
to reduce their environmental footprint
The mining and farming industries,
which are vital to society, now face
the massive challenge of continuing
to provide their services to the world
while reducing their environmental
footprint. Mining, for example, enables
the electrification of mobility andthe transition to renewable energy
generation with solar and wind power,
while the farming industry must meetthe challenge of feeding more andmore people from a limited amount of_38

cropland. At Michelin, we’re supporting
each of these industries withleading‑edge innovations.
In 2023, for example, we launched
the first radial tire for Komatsu’s giant
loader, with a useful life around 50%
longer than competing tires. In SouthAmerica, South Africa and Australia, ourrecycling solutions for end-of-life mining
tires are reducing minesite waste, while
recovering and reusing tire materials.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

For farmers, MICHELIN’s solutions
are helping to lower soil compaction
and save fuel. MICHELIN Ultraflex
Technology, for example, which isembedded in all our agricultural tires,
improves soil productivity by around
4%. And for tracked machinery,
improved soil load distribution further
limits compaction, which facilitateswater infiltration and the developmentof a healthier root system.

PERFORMANCE & AMBITIONSREDUCE OUR CO2 EMISSIONSBY 50% BY 2030 TO
ACHIEVE NET‑ZERO EMISSIONSIMPROVE THE ENERGYEFFICIENCY OF OURPRODUCTS BY 10% BY 2030

Scope 1 and 2 carbon emissions:
Production operations and energy use

PRODUCT/TIRE ENERGY EFFICIENCY(1)IN 2050

TO HELP ACHIEVE
NET‑ZERO EMISSIONS IN USE(in millions of tonnes of CO2, base 100 in 2010)up 10 pts

2010

2022

2023

2030

3.88

2.30

2.16

1.94

100

59

56

50

102.9
100

2020

SET THE GLOBAL STANDARD

FOR THE ENVIRONMENTAL
FOOTPRINT OF MANUFACTURING
FACILITIES

Environmental footprintof Michelin production plants(I-MEP Michelin)(2)
100

88.8
83.9

2019

2022

2023

down 1/3

vs. 2020

101.8

2022

2023

2030

ENSURE THAT 40% OF
THE MATERIALS USED IN
OUR TIRES ARE RENEWABLE
OR RECYCLABLE IN 2030
AND 100% BY 2050

Renewable(3) or recycled materials
used in making a tire

40%

29%

30%
28%

vs. 2019

2030

2021

2022

2023

2030

Find out more: the summary table of employee data may be found in the
Non-Financial Performance pages of the www.michelin.com website(1) Reduction in the rolling resistance of car, light truck and truck tires.
(2) T he industrial - Michelin Environmental Performance metric is a weighted indicator that tracks energy use, CO2 emissions, organic solvent use,water withdrawals, and waste production.
(3) R enewable bio-based materials are made from raw materials derived from natural resources that are naturally replenished on a humantimescale, such as biomass.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_39

Outlook for 2024

In 2024, tire markets are expected to remain stable overall year-on-year ineach of the three reporting segments (Passenger car and Light truck tires,
Truck tires and Specialty businesses).

In this market environment, the Group expects volumes sold to end the year flat todown 2% compared to 2023.

Based on this scenario, Michelin’s objective is to deliver segment operating
income at constant exchange rates in excess of€3.5 billion

and free cash flow before acquisitions of more than

€1.5 billion

This outlook has been established and prepared on a basis comparable
to historical financial information and in accordance with the accounting
methods described following this chapter.

_40

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINMEETING THE HIGHEST STANDARDS OF GOVERNANCE

Meeting
the highest
standards ofgovernance2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_41

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

Governance structure

Stable, balanced
governanceMichelin's governance structure is based on a clear segregationof management and supervisory powers, and groundedin the long-term responsibility of its senior executives.
Governance structure

General Partners
with unlimited joint and personal liability for theCompany’s debts
The Managers administerand manage the Company

Supervisory
Board
Chair:
Barbara Dalibard

Managing
Chairman andGeneral Partner

Non-Managing
GeneralPartner

Florent Menegaux(SAGES)
Chair:
Vincent Montagne

GeneralManager
Yves Chapot
Statutory
Auditors

Deloitte &PwC

Collaborate on Manager compensation andsuccession planning; make recommendations

Shareholders

Limited partners, with liability proportionate to their investment
Ownership and voting rights structure is presented in section 3.11_422023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Role and responsibilitiesof the Michelin partnership
limited by shares
A Group led by theManagers
Elected for four-year terms by shareholders at theAnnual Meeting, the Managers are responsible
for administering and managing the Group.
With the endorsement of the Supervisory
Board, they may be re-elected directly by the
Non-Managing General Partner, i.e. the Société
Auxiliaire de Gestion. As a General Partner, theManaging Chairman has unlimited personal liability
for Michelin's debts.

Throughout its history, Compagnie Générale desÉtablissements Michelin (CGEM), the Group's parent
company, has been organized as a partnership
limited by shares (SCA). Consistent with this formof corporate organization, Michelin has opted fora distinctive governance structure that is at oncerobust, responsive, balanced and capable ofdeploying its long-term strategy in seamlessalignment with shareholder interests. In addition,
the limited partnership is committed to driving
continuous improvement in the Group’s governancesystem and practices, in compliance with therecommendations of the AFEP/MEDEF Code.(1)The Supervisory Board:presentation and roles

Société Auxiliaire deGestion (SAGES): actively
involved in electing
the Managers
The Société Auxiliaire de Gestion (SAGES) is a
Non-Managing General Partner responsible
for selecting the Managers and ensuring
the continuity of management. As such, itparticipates, alongside the Supervisory Board,in the Manager succession planning andcompensation processes. However, it does notplay any part in the Company’s management
except in the exceptional case when there is no
Managing General Partner, and then only fora maximum period of one year. It is entitled toa share of the income distributed among theGeneral Partners in accordance with the provisionsof the Compagnie Générale des Établissements
Michelin (CGEM) bylaws. Note that at least
80% of this share is set aside to underwrite
the unlimited liability that SAGES shares with
the Managing General Partner.

The Supervisory Board exercises permanent
oversight of Michelin's management. In thisrole, it assesses the quality of the Group’s
management and presents a report on its
findings to shareholders at each Annual Meeting.
It issues opinions on the Group’s strategy, capital
expenditure, acquisitions and asset disposals, aswell as Michelin’s social responsibility policies andthe election or dismissal of Managers and theircompensation.
The Supervisory Board is currently comprised ofeleven members:nine who are elected by shareholders at theAnnual Meeting for renewable four-year terms.
They offer complementary skills, honed by theirsolid business experience acquired by working withleading corporations.
two employee representatives, who areappointed by the two largest representative tradeunions in France. They attend a training andinduction program that prepares them to performtheir duties as effectively as possible.

(1) Michelin’s corporate governance is described in detail in the “Engagement Governance Roadshow” prepared for investors on October 3, 2022,
which may be found on the michelin.com website.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_43

The Managers and the Group Executive Committee

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

The Managers and the Group Executive Committee

The Managers
and the Group Executive
Committee
at December 31, 2023

1

6
3

4

2

7

5

8

9

10

11

The Managers

Executive Committee

The two Managers, Florent Menegaux and Yves Chapot,
will serve until 2026. They are assisted by the Group
Executive Committee.

Comprised of nine members and chaired by Florent
Menegaux, the Executive Committee is responsible
for making the Group’s strategic choices, deciding
on such issues as strategic, digital and organizationaltransformations, the Group’s business model, acquisitions
policy, performance management, brand strategies andsustainable growth strategies.

Members of the Executive Committee
1 Jean-Claude Pats, Chief People Officer 2 Bénédicte de Bonnechose, Executive Vice President, Urban and Long-DistanceTransportation Business Line; Head of the European Regions - 3 Manuel Montana, Executive Vice President, Mining, Beyond Road(1)and Aircraft Business Lines; Head of the Africa/India/Middle East, East Asia and Australia Regions - 4 Yves Chapot, General Manager
and Chief Financial Officer - 5 Adeline Challon-Kemoun, Executive Vice President, Corporate Engagement and Brands; Executive Vice
President, Michelin Lifestyle Business Line - 6 Éric-Philippe Vinesse, Executive Vice President, Research & Development 7 Lorraine
Frega, Executive Vice President, Distribution and Services & Solutions Business Line; Executive Vice President, Strategy, Innovation andPartnerships, Sustainable Development and Impact; Head of the China Region - 8 Pierre-Louis Dubourdeau, Executive Vice President,
Manufacturing - 9 Florent Menegaux, Managing Chairman - 10 Maude Portigliatti, Executive Vice President, High-Tech Materials
Business Line - 11 Scott Clark, Executive Vice President, Automotive, Motorsport, Two-Wheel Business Line; Head of the Americas Regions(1) Agricultural, Materials Handling, Quarry, Construction, Defense and Powersport tires.

_44

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

The Group Management Committee
The Group Management Committee brings together members of following units: Purchasing, Audit,
Internal Control and Risk Management, Corporate & Business Services, Finance, Legal Affairs, Quality,
Supply Chain, Strategy, Information Systems, North America Region and China Region.
It is tasked with leading transformation, competitiveness, diversity and acquisition integration programs.
It also manages the development of the Corporate & Business Services unit and the internal control,
quality and risk management processes.

A CUSTOMER‑CENTRIC ORGANIZATION
Focused on identifying and meeting customer needs, the Michelin organization is supported by an assertive
employee empowerment process being deployed at every level and in every aspect of the business through:

20 Global
Business Linesdesign solutions forcustomers sharing
similar expectations.

7 operating units
provide theirexpertise andsupport.

9 Regionsare responsible formanaging customer
relationships andincreasing sales.

1 leanCorporate Unit
comprises
departments
focused on theirstrategic missions.

Regular, constructive stakeholder dialogue
As part of our good governance practices, we engage in open dialogue with stakeholders at the local, national
and international levels. In this way, we can keep our fingers on the pulse of society, gain insight into its
expectations and how they are changing, and make better informed decisions. Since 2016, the Stakeholders
Committee has comprised 12 people representative of the Group’s leading stakeholders, including suppliers,
investors, unions, customers and non-governmental organizations (NGOs). Four continents are represented
on the Committee, which meets with the Executive Committee for a full day at least once a year to discuss
Michelin’s sustainable development strategy.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_45

The Supervisory Board

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

The Supervisory Board

THE SUPERVISORY BOARD
The Supervisory Board has 11 members,of whom eight are independent based on
the criteria in the AFEP/MEDEF Code. It also
includes a Senior Independent Member
and two members representing Group
employees

Barbara Dalibard
Chair

Thierry Le Hénaff
Senior Independent Member

Patrick de La Chevardière
independent member,
Chair of the Audit Committee

Jean-Pierre Duprieu
independent member,
Chair of the Compensation
and Appointments
Committee

Monique Leroux
independent member,
Chair of the
Corporate Social
Responsibility Committee

Anne-Sophie de La Bigne
independent member

Aruna Jayanthi
independent member

Wolf-Henning Scheider
independent member

Jean-Michel Severino
independent member

11 membersof whom 1 Senior Independent Memberand 2 members representing employees

89%Jean-Christophe Laourde
member representing
employees

Delphine Roussy
member representing
employees

are independent45%

are women_46

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

33%
are non-Frenchnationals

9
meetings in 2023 with a
100% attendance rate

Supervisory Board
committees
The Supervisory Board’s three standing committees, each chaired by an independent
member, assist the Board structuring its deliberations and preparing its decisions.

the Audit Committee

DUTIESMEMBERSPatrick de la Chevardière, Chair

The Audit Committee primarily
oversees the preparation andcontrol of accounting andfinancial information.

Aruna Jayanthi
Monique Leroux
Wolf-Henning Scheider

4

independent
members6

meetings

100%

attendance rate

the Compensation andAppointments Committee

DUTIESMEMBERSThe Compensation and Appointments
Committee primarily deals withappointment and compensation
policies for senior executives, aswell as the compensation policy for
the Managers. It is also responsible
for assessing Supervisory Board
members’ independence based on
the criteria recommended
by AFEP/MEDEF.

Jean-Pierre Duprieu, ChairAnne-Sophie de La Bigne hierry Le Hénaff,
T
Senior Independent MemberDelphine Roussy

3

independent
members3

1

memberrepresenting
employees

meetings

100%

attendance rate

Corporate Social Responsibility(CSR) Committee
DUTIES
The CSR Committee primarily
reviews the Group’s CSR strategy,
objectives and policies.

MEMBERS
Monique Leroux, Chair
Anne-Sophie de La Bigne
Jean-Christophe Laourde
Jean-Michel Severino

3

independent
members

4

1

memberrepresenting
employees

meetings

100%

attendance rate

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_47

Risk management

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

Risk management

A robust risk
management process
Michelin’s worldwide enterprise risk management (ERM) system complies
with the reference framework of the French securities regulator (AMF)
and the international professional standards of the Committee ofSponsoring Organizations of the Treadway Commission (COSO).
Pooling risk management
To foster a shared vision and support robust managementof risks and priority issues, Michelin has opted to poolits Internal Audit, Quality, Risk Management and Internal
Control activities into a single corporate department. Thisumbrella organization also facilitates cross-team cooperation
throughout the Group and across time frames.

Prioritizing risks withdouble materiality reviews
Double materiality consists of measuring and prioritizing
both the risks that impact the Group and the risks
that the Group potentially poses to its ecosystem.
To manage it, Michelin uses a materiality matrix thatreflects stakeholder perceptions, as well as the risks
identified by the corporate audit and risk management
system. In 2023, this double materiality scale was usedin 13 audits performed during the year. The risk factors
specific to the Group are described in Chapter 2, below,
and the main non-financial risks in Chapter 4.

Supporting efficient crisis
management
Led by the Internal Audit, Risk Management, Internal
Control and Quality Department, the crisis management
system is deployed among the executive teams throughfull-scale simulation exercises and training seminars,
corporate procedures and methodological reference
documents. On the front line to guard against cybersecurity risks, a Computer Emergency Response Team (CERT)
tracks cyber intrusions and stands ready to respond quickly
and effectively at all times across all continents.

Protecting all the Group’s
majority-owned subsidiaries
Global insurance programs covering every majority-ownedGroup subsidiary are in place to protect the Group fromthe most significant risks, including property & casualty/
business interruption, liability, accidental pollution
and cyber intrusions.The Group's insurance programs areworldwide in scope.

STAKEHOLDEREXPECTATIONS
4.0
3 - Direct contribution to climate change

3 - Direct contribution to climate change(Scopes 1 and 2)(Scopes 1 and 2)
The 12 highest-impact
4 - Environmental impact of raw materials
4- Employee- Environmentalof rawrisk
materials factors
1
healthimpact
and safety
1 - Employee health and safety
5 - Indirect contribution to climate change (Scope 3)
5Indirectcontribution
toclimatechange(Scope 3)
Critical2 - Quality and safety of products and services
6 - Respect for human rights in the supply chain
2 - Quality and safety of products and services
6 - Respect for human rights in the supply chain
7 - Sustainable procurement and responsible
7
Sustainableprocurement
andresponsible
supplier relationships
supplier relationships
9 - Diversity and equal opportunity
9 - Diversity and equal opportunity
3.5
10 - Business ethics
10 - Business ethics

lopment
ss to information

11 - Collaboration with our ecosystem
12 - Data protection

Very
17 - Local community development
13 - Responsible governancestrong18 - Transparency and access to information
14 - Air quality
15 - Eco-design of our products and services
16 - End-of-life products

erviceoyee relations
nmental damage
and biodiversity

nagement

3.0
22 - Employee volunteer service
23 - Management of employee relations
20 - Developing
employee skills
24 - Responding
to environmental damage
Strong21 - Fostering
25 workplace- Protectingwell-being
soil quality and biodiversity
26 - Waste management
27 - Responsible water management

Very strong
Strong

3.0 2.5

IMPORTANCE FOR MICHELIN
Environment_48

Social11 - Collaboration with our ecosystem
8 12- Developmentof new services- Data protection
solutions ingovernanceour new non-tire
13and- Responsible
businesses
14 - Air quality
15 - Eco-design of our products and services
16 - End-of-life products

8 - Development of new services
and solutions in our new non-tirebusinesses

1920- Attracting
andemployee
retainingskills
talent- Developing
21 - Fostering workplace well-being

CriticalVery strong

3.5 3.0

19 - Attracting and retaining talent

4.0

3.5

IMPORTANCE FOR MICHELIN
Business and governance
Environment

SocialBusiness and governance2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Critical

4.0

Ethics and compliance

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

Ethics and compliance

Ethics, the bedrock ofour corporate culture
Michelin expects employees to act consistently with integrity and in compliancewith the ethical principles that form the bedrock of its corporate culture.

Since its founding, Michelin’s employees have embraced the values of respect and integrity thatare the building blocks of its DNA. Embodied in guiding principles, these values serve as a true
foundation for employees as they conduct the Company’s business ethically and in compliancewith applicable regulations.

Defending and promoting prevailing ethicalvalues and principles
The Group’s values and ethical principles are described in the Michelin Code of Ethics, which isapplicable to every employee and all the Group’s partners. The Code governs the Group’s businesspractices and presents its commitments in such areas as business ethics, human rights, theenvironment and personal data.
A dedicated organization and governance structure is tasked with defining the Group’s ethics
and compliance strategy, leading its deployment and promoting its ethical values and principles
to employees and outside stakeholders.
In addition, a whistleblowing system, designed to ensure the confidentiality of reports andthe protection of the reporting individuals, enables any employee or outsider to report behavior
that is not aligned with the Group’s values or Code of Ethics.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN_49

Investor relations

MEETING THE HIGHEST STANDARDS OF GOVERNANCE

Investor relations

Investingin Michelin
Today, more than 240,000 individual shareholders have invested in Michelin,
becoming part of an extraordinary human, technological and industrial sagaand helping to enable sustainable mobility around the world.
As Michelin shareholders, they are supporting a manufacturing enterprise focused on all three Profit, People and Planet
bottom lines. They are also recognizing the extraordinary capacity for innovation of a more than century-old Group whose
technological leadership is esteemed in the marketplace and whose All Sustainable vision is creating more value for everyone.
Lastly, they are acclaiming our engaged employees and expressing their confidence in a world-renowned brand that is steadily
expanding in promising, diversified end-markets around the world

Nurturing trustworthy
relationships
In 2023, more than 240,000 individual shareholders andover 4,100 institutional investors were following Michelin’slead. Through its insightful recommendations, the Michelin
Shareholders' Committee, comprising three individual
shareholders and three employee shareholders, has beensteadily enhancing our communications with individual
shareholders since 2003.

Michelin engages closely and attentively with shareholders
to share its strategy, sustainable ambitions and innovations.
Shareholder communication is designed to nurture a special
relationship, anchored in trust, transparency and closeinteraction. For example, the Group shared its strategy,
sustainable vision and innovations with individual shareholders
at the Investir Day event in Paris on November 28 and 29, 2023
and later at a conference in Nantes.

Increasing the payout ratio
Michelin is gradually increasing its dividend, so that eventually
50% of net income will be paid out to shareholders,compared with 35% before 2021. As of end-2023, forexample, a shareholder who had invested €1,000 in Michelinstock in 2013 and reinvested all the dividends would have an
investment worth around €2,260, for a total ten-year returnof more than 125%.
Michelin regularly carries out share buyback transactions tooffset the dilution caused by performance share grants andemployee share ownership plans.

% of shares
outstanding

2.1%

10.5%

20.4%

OWNERSHIP
STRUCTURE AND
VOTING RIGHTS

67%(at December 31, 2023)
Shares held in the same name for at least
four years carry double voting rights.
% of voting
rights

2.3%

11.9%

24.0%

61.8%

Number of shares:

Employee
Individual
share
shareholders
ownership plan

Frenchinstitutional
investors

Non-resident
institutional
investors

714,958,226
Voting rights outstanding:

990,275,053_502023 UNIVERSAL REGISTRATION DOCUMENT_MICHELINSHARE INFORMATIONMARKET CAPITALIZATION€23.2bn

TRADED ON
EURONEXT PARISSRI INDICES

Ethibel Excellence Europe and Global,
Euronext VigeoEiris France 20, Europe
120, Eurozone 120, World 120 and
FTSE4Good

December 31, 2023

Compartment A
Eligible for the SRD deferred
settlement system

AVERAGE DAILY TRADINGVOLUME
1,419,300

ISIN: FR001400AJ45
Par value: €0.50

shares in 2023

Traded in units of: 1
40

CHANGESINCE 2019

30

20

10
01/01/2019

07/01/2019

01/01/2020

07/01/2020

01/01/2021

07/01/2021

01/01/2022

07/01/2022

01/01/2023

At December 2018
21,67507/01/2023

12/31/2023

At December 2023
32,46

SHARE
INFORMATIONSHARE PRICE(in €)

2023

2022

Session high

32.65

38.93

Session low

25.60

21.99

2021

2020

2019

36.5

146

112.80119.50

25.83

103.3

68.00

83.74

2021

(restated)(reported)

Closing price, end of period

32.46

25.99

36.04

144.15104.95109.10Change over the period

24.92%-27.89%37.35%

37.35%-3.80%+25.84%

Change in the CAC 40 index

16.52-9.50%

28.85%

28.85%-7.14%+26.37%

2023

2022

2021

2020

2019

PER-SHAREDATA(in € per share,
except ratios)

2021(restated)(reported)

Net assets

25.1

24.0

20.9

83.9

70.8

74.1

Basic earnings

2.77

2.81

2.58

10.31

3.52

9.69

Diluted earnings

2.75

2.79

2.56

10.24

3.51

9.66

Price earnings ratio

11.7

9.3

14.0

14.0

29.8

11.3

Dividend

*

1.35

1.25

1.125

4.50

2.30

2.00

Payout ratio

49%

44%

44%

44%

65%

21%

Yield

4.2%

4.8%

3.1%

3.1%

2.2%

1.8%

(1)

(2)

* S
 ubject to approval by shareholders at the Annual Meeting on May 17, 2024. Only the 2021 share data have been restated (“2021 restated”) toreflect the four-for-one stock split on June 16, 2022. Prior-year figures correspond to the reported dividend.
(1) E arnings per share adjusted for the effect on net income and on the average number of shares of the exercise of any outstanding dilutive
instruments.
(2) D ividend/share price at December 31.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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_52

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

2

Risk management

2.1

RISK FACTORS SPECIFIC TO MICHELIN, DESCRIPTION AND RELATEDMANAGEMENT SYSTEMS

54

2.2

CROSS-FUNCTIONAL RISK MANAGEMENT PROCEDURES
Synchronization between Internal Audit, Risk Management and Internal Control
Internal control process
Group compliance team and network
Crisis management processes
Insurance coverage

63
63
63
64
64
65

INTERNAL CONTROL PROCESS RELATING TO THE PREPARATION OF
ACCOUNTING AND FINANCIAL INFORMATION
Preparation and processing of accounting and financial information
Management of accounting and finance internal control
Recurring assessments of the accounting and financial information preparation process

66
66
67
67

2.2.1
2.2.2
2.2.3
2.2.4
2.2.5
2.3

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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2

RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

2.1

RISK FACTORS SPECIFIC TO MICHELIN,DESCRIPTION AND RELATED MANAGEMENTSYSTEMS

In today’s constantly evolving environment, the ability to foresee,manage and track risks is a core component in Michelin’s
corporate strategy. The Group's geographic reach and leadership
position in the global tire market, as well as the diversity of its
business activities, mean that it is exposed to a variety of risks,both endogenous and exogenous. Strategic, financial, industrial,commercial, environmental and people-related risks have beenclearly identified and are being managed in ways that minimize
their occurrence and impact. The crisis management system andthe full range of prevention and protection measures have been
put to the test in recent years, confirming the Group’s confidence
in its ability to deal with multiple crises on an ongoing basis.
For Michelin, a risk corresponds to the possible occurrence of anevent whose consequences could affect its objectives, financial
position or reputation, or affect its stakeholders, i.e., events orpractices that could have an impact on people, the planet andsociety. All these risks are reviewed on an ongoing basis by theMichelin Group as part of its risk mapping process. To support

disciplined risk management, the Group has deployed a holistic
risk management process that complies with the most exacting
international professional standards, such as COSO or thereference framework of the European Securities Market
Regulator (ESMA) and the French securities regulator (AMF).
The process is being constantly upgraded to reflect the latest
legislation and risk management best practices, thanks inparticular to the continuous tracking of recurring risk
management publications (World Economic Forum, AXA Future
Risks Reports, Risk In Focus, etc.), and the Group’s active
participation in such outside organizations as the Association pourle Management des Risques et Assurance de l'Entreprise (AMRAE)
and the Institut Français de l'Audit et du Contrôle Interne (IFACI).
In a commitment to ensuring that risks identified internally arealigned with stakeholder expectations, the risk management
process is underpinned, in particular, by a materiality matrix
specifically designed to address Group issues (see below).

STAKEHOLDEREXPECTATIONS
4.0

3 - Direct contribution to climate change(Scopes 1 and 2)
4 - Environmental impact of raw materials
5 - Indirect contribution to climate change (Scope 3)
6 - Respect for human rights in the supply chain
7 - Sustainable procurement and responsible
supplier relationships
9 - Diversity and equal opportunity
10 - Business ethics

Critical

3.5

Verystrong

11 - Collaboration with our ecosystem
12 - Data protection
13 - Responsible governance
14 - Air quality
15 - Eco-design of our products and services
16 - End-of-life products

17 - Local community development
18 - Transparency and access to information

3.0

Strong2.5

22 - Employee volunteer service
23 - Management of employee relations
24 - Responding to environmental damage
25 - Protecting soil quality and biodiversity
26 - Waste management
27 - Responsible water management

Strong

1 - Employee health and safety
2 - Quality and safety of products and services

8 - Development of new services
and solutions in our new non-tirebusinesses

20 - Developing employee skills
21 - Fostering workplace well-being

19 - Attracting and retaining talent

Very strong

3.0

3.5

Critical

4.0

IMPORTANCE FOR MICHELIN
Environment

The Group manages and assesses 250 risks (with both gross andnet/ residual approaches), organized into 14 families. These 250
risks include both stakeholder expectations (as presented and_54

SocialBusiness and governanceprioritized in the materiality matrix above) and risks that are
deemed critical to the Group and its sustainability.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN2

RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

As part of a continuous improvement process, the Group has
also defined a methodology to address double materiality factors,
in line with its All Sustainable vision, which focuses on the value
created by the Group in the three areas of People, Profit andPlanet.
To this end, what were referred to as risks in 2022 have beenbroken down this year into two categories:● “Risks", when they could have potential repercussions on theGroup;● “Impacts”, when they could have potential repercussions on
the Group’s ecosystems. Note that certain Impacts may also
boomerang and, in return, create a risk for the Group. This is
the case for the Impacts selected below.
Risks and Impacts are measured according to two impact scales:● a financial, reputational and human impact scale for Risks;● an accountability scale for environmental, social andgovernance Impacts.
Accountability, as defined in the ISO 26000 standard, means thatan organization must be answerable for its impacts on
stakeholders. The divisions on the accountability scale aredetermined by the amount of impact and the organization’s
degree of influence on the impacted ecosystem.
In accordance with the requirements of Regulation (EU) 2017/
1129, Article 16, the selected risk and impact factors are thosethat have been demonstrated to be specific to Michelin and thathave a significant net effect on the Group.

2

The net or residual effect is equal to:● the gross effect;● less all the risk and impact mitigation measures deployed by
the Group, including prevention, protection, crisis
management, risk transfer, and risk and impact governancesystems.
On this basis, 12 risk and impact factors were identified as being
specific to and having the greatest net impact on the Group. With
regards to the impact factors, note that they were selected above
all on the basis of their net effect on the Group.
Note as well that two of these factors (product safety andenvironmental transition risks) correspond to issues identified as
critical in the materiality analysis (see the materiality matrix
presented above).

The 12 risk and impact factors are presented in the following table.
1. By category.
2. Ranked from the highest to the lowest net effect Financial
risks are ranked on the basis of their potential financial effects
on annual consolidated operating income, as follows:● “High” = more than €450 million in annual net effectRisk and Impact categories● “Medium” = between €150 million and €450 million in annual
net effect● “Low” = less than €150 million in annual net effectRisk and Impact factors
3 – Environmental transition risks

Risks and Impacts related to Michelin’s 6 – Mergers and acquisitions
Strategy, Organization and
8 – MICHELIN brands and reputation
GovernanceMedium to highMedium
Low to medium

10 – Lack of employer attractiveness/employee retentionLow

1 – Physical effects of climate changeHigh

2 – Supply chain
4 – Manufacturing business interruption
Risks and Impacts related to Michelin’s
5 – Cyber attack
Operations and Business
7 – Environmental effects of our products

Financial risks

Net impact

Medium to highMediumMediumMedium

11 – Knowledge retentionLow

12 – Product safetyLow

9 – Pension and other defined benefit plans

Low to medium

NB: risks are numbered based on their residual effect from highest to lowest.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

The risks and impacts identified as specific to Michelin have a low
probability of occurring. Only the risk of the physical effects ofclimate change is non-specific and certain to occur. On the other
hand, the physical adaptation to climate change is specific to theGroup and has been documented in Risk 1.

Due to the guidance issued by ESMA and the AMF on the risk
factors to be discussed pursuant to the European prospectus
regulation, only the main risk and impact factors identified by theGroup are discussed in this chapter. Chapters 1, 4 and 5 deal
with other risks and impacts corresponding to critical stakeholder
expectations and non-specific risks with low net financial, legal or
tax impacts.

Risk 1 – Physical effects of climate change
Risk factors
As a global industrial player, the Michelin Group has significant
interactions with the natural environment throughout the life
cycle of its products and services. These risks expose it to physicalrisks related to climate change, i.e., to both acute and chronicrisks as defined by the Task Force on Climate-Related Financial
Disclosures (TCFD).

Specific nature of the risk
Michelin's global reach, in terms of both its industrial facilities andits supply chain, exposes the Group to climate change
consequences that vary according to geographic location. In lightof the diverse range of suppliers and the many interdependent
factors necessarily involved in the manufacture of its products(infrastructure, energy, availability of labor, transportation
systems, etc.), the consequences of climate change can bequalified as systemic. This means that they include external
events that are not taken into account in the supply chain or
manufacturing business interruption risks already addressed
elsewhere (see risks 2 and 4). They could materialize, for example,
if staff were to be prevented from reaching their workplaces due
to extreme climate events (floods, heat waves, etc.) or if important
infrastructure were to be knocked out (roads, ports, electricity,
gas and co-generation networks). In addition, the Group is theworld's largest purchaser of natural rubber and aims to increase
the proportion of sustainable materials in its tires. This implies agreater need for bio-based products which are already exposed
to social and geopolitical risks and are increasingly sensitive to thechronic effects of climate change, such as drought and shifting
growing conditions.
Extreme climate events could severely disrupt supplies,
production operations or demand, with major consequences interms of quantities, diversity of sources and duration. Chronic
climate change could have long-term effects on the availability or
quality of bio-based resources and on operating conditions in theGroup's manufacturing facilities.
For more information, see Chapter 4, section 4.1.1.1 of this
Universal Registration Document.

Governance and risk management response
An Environmental Governance body has been set up to provide
assurance that environmental risks are understood, tracked andaddressed by appropriate action plans. The body is co-chaired by
the Executive Vice President, Manufacturing and the Executive_56

Vice President, Research and Development, who are both
members of the Group Executive Committee.
An internal audit of the risk in 2021 resulted in the deployment in
2022 of a multi-year action plan addressing the main
management levers, which is expected to improve coverage ofthe major risks by 2025. Its main deliverables in 2023 were:● resources dedicated to the physical risks of climate change
allocated to the Corporate Internal Audit, Risk Management,Internal Control and Quality Department;● a study of the physical risks of climate change in 2030 and
2050 for around 100 facilities, whose findings are currently
being reviewed;● an “Adapting to Physical Climate Risks Policy” approved by theEnvironmental Governance body in 2023 for publication inearly 2024;● an internal guideline for systematically assessing exposure to
the physical risks of climate change for acquisition projects,
planned production or logistics facilities and raw materials
supplier approvals.
Risks concerning natural rubber supplies are covered by aresilience plan, whose main levers continued to be implemented
in 2023. Further progress will be driven in the years ahead withinitiatives to diversify supply sources and varietal selection andimprovement programs, encourage highly resilient agricultural
practices, monitor changes in climate and public healthconditions in production areas, and use the most efficientmaterials in our products and services and reduce the carbon
footprint of our natural rubber-related operations.
More generally, risks arising from the physical impacts of climatechange are managed with the support of:● fast, efficient responses to any risks of disruption to
manufacturing operations or the supply chain. A BusinessContinuity Plan is in place, covering all types of disruptive
events, whether climate-related or not;● a robust, regularly stress-tested crisis management process;● an internal audit, which identified 36 ecosystems (suppliers,
production plants, logistics facilities) within a 100 km radiusthat are particularly critical to the Group's business;● a roadmap to define the necessary adaptation plans. In 2024,
for example; the physical risks of climate change will continue
to be studied and the first major costing of adaptation
requirements will be carried out.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN2

RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

Risk 2 – Supply chain
Risk factors
Every year, Michelin purchases some €15 billion worth of goods
and services from around 50,000 different suppliers. Thesepurchases may be broken down into three families:● raw materials;● production inputs;

The risk of supplies being interrupted is particularly acute forMichelin, whose products are highly technical and whose
customers expect them to perform to consistently highstandards throughout their useful lives. This is why Group
procedures ban any substitute supplies unless the impact on
finished product performance has been tested.

Governance and risk management response● business services.
The Group is exposed to a certain number of supply chainrelated risk factors:● geopolitical tensions;● disruptions to raw materials and energy supply chains;● imbalances between supply and demand;● shortages of certain components;● certain regulatory requirements;● supplier failure or closure.

Specific nature of the risk
A tire contains around 200 different products and components,
some of which are highly specific, and their continuous availability
is critical to production.

The governance body tasked with managing supply chain risk is
the Materials Steering Committee, which is co-chaired by the
Executive Vice President, Manufacturing and the Executive Vice
President, Research & Development, who are both members of
the Group Executive Committee. Its meetings are also attended
by representatives of the Purchasing Department.

2

To more effectively anticipate and prevent supply continuity risks,
procedures and measures have been introduced to manage
purchasing across the Group at the most pertinent level, i.e., local,
regional or global. These include raising employees awareness of
supply continuity risks, conducting audits of critical suppliers'
business continuity plans, signing multi-year contracts with themain suppliers, looking for new suppliers, maintaining strategic
buffer inventory for critical products and seeking substituteproducts when certain commodities become scarce.

Risk 3 – Environmental transition risks
Risk factors

Governance and risk management response

This risk concerns the possible repercussions for the Group if theenvironmental transition is inadequately managed, including thepolicy and legal, technology, market and reputational aspects
defined in the Task Force on Climate Related Financial
Disclosures (TCFD) nomenclature. It also covers certain
environmental impacts, such as pollution, resource depletion andthe loss of biodiversity. Concerning this last issue, please refer to
Chapter 4, section 4.1.1.3 Supporting biodiversity.

A governance structure is in place to address this risk factor – theEnvironmental Governance body (see Risk 1).

Specific nature of the risk

● stakeholder issues, as discussed at meetings of the
Stakeholders Committee and reflected in updates to themateriality matrix, have been taken into account in the policy;

Mobility, which is the Group’s main market, is a sector that has asignificant impact on the environment and climate change. As aresult, it is heavily regulated at both local and international levels,and is also shaped by the continuous fast pace of technical andsocial change. Recognizing the high expectations of stakeholders
and the Group's leadership position, Michelin is firmly committed
to protecting the environment. Environmental transition risks
could arise, in particular, from:● the failure or inability to comply with environmental
regulations;● failure to prepare for scientific and social changes;● non-compliancecommitments;

with

the

Group’senvironmental● third-party challenges to the Group on environmental issues.

The main levers already in place for managing these risks may besummarized as follows:● a global environmental policy has been defined andimplemented, certain aspects of which have been shared withthe third-party organization (see Chapter 4 and the Duty ofCare Plan);● a structured regulatory watch and internal control systemhave been deployed to provide assurance that current andemerging regulations are identified and applied;● policy deployment, including in new business operations, andprogress towards its targets are being managed using
appropriate indicators reviewed by the Environmental
Governance body;● long-term technological and social changes are addressed
through the foresight projects carried out by the Group;● a continuous and structured process of contact with external
stakeholders (NGOs, Customers, Suppliers, Investors) exists
through the Stakeholder Committee and the systematicconsideration of issues or controversies facing the Group.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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2

RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

Risk 4 – Manufacturing business interruption
Risk factors
This risk is limited to tire production, which involves two mainstages. First, semi‑finished products are manufactured for use ascomponents, which are then processed and assembled to
produce the finished products corresponding to the different
types of tires sold by the Group. Consequently, the risk ofbusiness interruption at a semi-finished product facility could besignificant, given that its output may be used by several different
finished product plants.
In either type of production facility, operations could beinterrupted by a variety of factors, both external (natural
disasters, the impact of climate change or new legislation,
geopolitical events) and internal (fires, IT outages, technicalfailures).

Specific nature of the risk
Business interruption risk is especially acute in the semi-finishedproduct facilities due to Michelin’s historical manufacturingmodel, under which semi-finished production is concentrated incertain plants that sometimes supply several different finishedproduct facilities.

Governance and risk management response
The governance structure in place to address this risk factor is
the Materials Steering Committee, described in Risk 2 above.
To anticipate this risk, Michelin has set up a specific plan focusedon the following four action areas:● strategically selecting plant locations to limit the probability of
the risk occurring;● prevention, with fire safety programs and technical inspections
performed by trained personnel;● protection, by applying preventive and corrective maintenancepolicies, multi-sourcing the production of finished andsemi‑finished products, and striking the right balance between
component insourcing and outsourcing;● preparing teams to manage crisis situations requiring the
deployment of disaster recovery and business continuity
plans.

Risk 5 – Cyber attack
Risk factors

Governance and risk management response

Michelin's business relies on state-of-the-art information
technology, systems and infrastructure (datacenters, servers andnetworks). Like any organization using information technology,
the Group is exposed to the risk of cyber attacks. These now
represent a constant danger and the attacks are becoming
increasingly sophisticated. Recent years have seen a sharp
upsurge in the number of attacks, especially ransomware andadvanced persistent threat (APT) attacks. Changing work practices,
including the growing trend towards working from home, are alsoheightening risk exposure.

The cyber attack risk factor is managed by the Data, Digital, IT
Governance body, which is chaired by the Group’s General
Manager, and co-chaired by the Executive Vice President ofDistribution, Services & Solutions, who is a member of the Group
Executive Committee. The body is led by the Group Chief
Cybersecurity Officer.

The potential consequences of a cyber attack include businessinterruption, threats to personal safety, theft of confidential
information, breaches of privacy and ransom demands.

Specific nature of the risk
Over the past ten years, the Group has extensively overhauled its
information technology and systems, building on both legacy
assets and those of the successive companies acquired. Its broad
geographic footprint and highly diverse business base, productranges and procedures all make for a complex environment, withthe result that its information system has several thousandapplications, a thousand or so main servers and around 100
datacenters.
The Group’s exposure to digital risks is increasing, due inparticular to recent acquisitions, the emerging use of connected
technologies and objects by production operators, the swift
migration to cloud-based solutions and bring-your-own-device
practices in certain countries.

_58

To deal with the above-described information technology andsystems risks, multi-year action plans have been prepared with afocus on the following measures: (i) closely tracking contractual
terms and conditions to be able to respond in the event ofservice provider default, (ii) reinforcing the physical and logicalsecurity of IT systems, (iii) systematically reviewing IT continuity
needs and putting in place IT recovery plans, and (iv) replacing
obsolete components and continuously upgrading information
security systems.
Penetration tests are very frequently conducted to confirm thesecurity of the Group's IT solutions and data protection systems.
In addition, the Group’s Computer Emergency Response Team(CERT) stands ready to intervene at all times across all continents.
Lastly, training programs and awareness campaigns are regularly
conducted for all Group employees and, in a more targetedmanner, for the categories of employees the most exposed tothis risk.
The Group has also undertaken the process to earn Trusted
Information Security Assessment Exchange (TISAX) certification,
the gold standard for cybersecurity in the automotive industry,
for some of its plants and product development units. By the endof 2023, 17 Michelin facilities had already been certified. TISAX
certification is the final step in the process to ensure the highest
level of data protection throughout the Group’s value chain.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN2

RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

Risk 6 – Mergers and acquisitions
Risk factors

Governance and risk management response

The main risk factors inherent in the Group’s M&A activities are as
follows:

A governance system has been set up to manage the portfolio of
M&A projects, supported by a specific governance system foreach project, under the responsibility of the Managers, supportedby the Mergers & Acquisitions (M&A) Department. The M&A
process was significantly overhauled in 2021, with full effect from2022.

● risk of overestimating the value of the target;● pre-existing risks at the target company, such as ethical, tax,
environmental, legal, product liability and cyber risks;● risk that expected synergies may not be achieved;● risk of losing key employees;● risk of strategic misalignment with a joint venture partner.

Specific nature of the risk
The Group has defined a strategic model organized around three
growth drivers: with tires, around tires and beyond tires. These
drivers are supported by Michelin’s core business and expertisein polymer-based composites, the accelerating pace ofdigitalization and the commitment to enhancing the customer
experience. Acquisitions help us achieve our strategic goals andwe have stepped up our efforts in this area since 2014, byacquiring Sascar, Camso, Fenner, Multistrada, Masternaut and
FCG, and creating various joint ventures including TBC with
Sumitomo Corporation, Symbio with Forvia and Stellantis, AddUp
with Fives and Solesis with Altaris. Our ability to meet our goals
depends on the success of these acquisitions and alliances.

For each project, the risk of overestimating the value of the target
is attenuated by using a variety of valuation methods (EBITDA
multiples, discounted cash flow, ratios on similar deals) andcomparing their results, sometimes with the support of anadvisory bank. M&A projects exceeding €50 million in enterprisevalue are submitted to the Supervisory Board for comment.

2

Each acquisition is subject to thorough due diligence with thesupport of internal and/or external specialists, so as to identify all
the risks in the acquired company. Post-acquisition internal audits
are performed for all material acquisitions.
An integration plan led by an integration project manager isdesigned and implemented under the supervision of a memberof the Group Executive Committee. The results are reported
using an appropriate procedure and are communicated to theSupervisory Board twice a year.

Impact 7 – Environmental effects of our products
Impact factors

Governance and impact management response

Through its potentially negative environmental externalities,
Michelin could possibly have an impact on the planet and on its
own stakeholders. Michelin is committed to acting as a leading
enabler of sustainable development and mobility. This means
clearly identifying and effectively managing the environmental
impacts inherent in its business operations, including the impact
of products and services during the in-use phase.

The Environmental Governance body is tasked with managing
environmental risks and impacts, including the effects of using
our products (see Risk 1 above).

The main impact factors are:
● Scope 3 carbon emissions from the use of sold products;● the generation of tire and road wear particles (TRWPs);● the impact of end-of-life treatment of sold products;● tire rolling noise.
Today, societal expectations regarding climate change are risingand regulatory frameworks are tightening, particularly as
concerns pollution, where, in the case of TRWPs, the scientificcontours are still incomplete. In this environment, the above
impact factors can translate into risk factors both for the Groupand for the tire industry as a whole.

Specific nature of the impact

As a tire manufacturer that assesses the environmental impact of
its products throughout their life cycles, from raw materials to
end-of-life, Michelin carefully analyzes any potential impacts fromits tires during the in-use phase.
The main levers used by the Group to manage these impacts are:● reducing tire rolling resistance during the design phase, whichhelps to improve vehicle fuel efficiency, which in turn reducescarbon emissions during the in-use phase. This process is
supported by the systematic use of life cycle assessments,
performed product by product, and the deployment of ecodesign practices;● reducing abrasion, by leveraging the Group’s materials
expertise and a long-standing design strategy focused on
optimizing materials use. Moreover, by funding both in-houseand external research programs, the Group is helping todeepen its understanding of the potential impacts of TRWPs,
so as to develop new materials capable of attenuating them;

Environmental impacts are inherent to the tire itself, particularly
during the in-use and end-of-life phases.

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RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems● organizing the collection and treatment of end-of-life tires. The
Group is exercising its influence with public and private-sector
stakeholders (i) to support the efficient operation ofnationwide collection and resource recovery systems; and (ii)to encourage, wherever possible, local systems to focus onmaterials recovery, which optimizes the reuse of tirecomponents as secondary raw materials and offers a generally

smaller carbon footprint than energy recovery. In addition, theGroup itself is developing end-of-life tire recycling solutions
with other market participants;● developing services and solutions that optimize the use andmanagement of vehicle fleets, while improving their fuel/energy efficiency.

Risk 8 – MICHELIN brands and reputation
Risk factors

Governance and risk management response

Michelin has an excellent reputation, both in terms of its products
and services and as a company. However, like any other wellknown multinational corporation, it is exposed to potential
damage to its reputation and brands. In addition, the constantly
growing influence of social media means that the Group is
exposed to online reputational risk, at a time when information is
openly and rapidly circulated.

MICHELIN Brands and Reputation Risk Governance is the
responsibility of the Corporate Engagement and Brands
Department and the Lifestyle Business Line. With the support of
the Corporate Internal Audit, Risk Management, Internal Control
and Quality Department, and the Group's Legal Department
together with its Intellectual Property Office, the above
Governance body manages a full array of initiatives to safeguard
the Group’s reputation and brands. Among these efficientmeasures is a systematic, ongoing intelligence process thatanalyzes online, social and other media to identify any initiatives
or comments that could spiral out of control and cause long-term
damage to the Group’s reputation. In addition, guidelines for theproper use of social media have been issued for all Group
employees, with an update in 2022. They describe the simple
rules and best practices to follow to attenuate the risks involved
in using social media.

Specific nature of the risk
In light of the MICHELIN brand's image and reputation (theMICHELIN brand power score is nearly two times higher than thatof its nearest competitor), an attack on the MICHELIN brand andreputation would have a serious adverse effect on the Group. It isvital to safeguard the Group’s brand and reputational equity,which is one of its major assets.

The crisis management system also helps control reputational
risk.

Risk 9 – Pension and other defined benefit plans_60

Risk factors

Specific nature of the risk

In certain countries, employee benefit obligations include
unfunded, partially funded or fully funded pension and otherdefined benefit plans that represent a long-term benefit payment
obligation for the Group. The main factors impacting the amountof the obligation are returns on plan assets for the funded plans,
actuarial assumptions (including the discount rate), experience
adjustments, changes in legislation and plan amendments. An
adverse change in one or more of these factors could increase
the amount of the net obligation and consequently require theGroup to make additional contributions to make up for thefunding shortfall or increase future benefit payments. The
Group's main pension plans in English-speaking countries are
funded and have policies in place to hedge any discount rate risk.

The Group's pension and other defined benefit plans mainly
concern North America and Europe. The total obligation forpensions and other employee benefits amounted to €7.6 billion
at December 31, 2023. At the same date, the related plan assets
totaled €5.2 billion.

Governance and risk management response
Governance for this risk factor is provided by the Global
Employee Benefit Board (GEBB), which is co-chaired by the
Deputy Chief Financial Officer and the Executive Vice President,
Personnel.
For details on provisions for employee benefit obligations and themeasurement and treatment of defined benefit plan risks, seenote 27 to the consolidated financial statements.

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RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems

Risk 10 – Lack of employer attractiveness/employee retention
Risk factors
Employees are the primary driver of our success and play a
critical role in fulfilling our ambitions. At a time of shifting attitudes
to work, particularly in the manufacturing industry, this risk could
be manifested in hiring difficulties, high employee turnover, a lackof experience in certain key positions, and the possible loss ofknowledge or skills over the longer term.

Specific nature of the risk
The Group's tire manufacturing business is highly capitalintensive. As a result, the production plants are often in operation
24/7, giving rise to workplace constraints that may reduce boththe appeal of these jobs and the retention of employees trainedin them in certain mature regions where the Group has sited its
production operations, and in certain local labor markets. In
addition, the creation of shared services centers, particularly foradministrative and digital technology processes, may expose theGroup to a competitive talent war.

Governance and risk management response
Managing attractiveness and retention risk is the responsibility of
the Corporate Personnel Department’s management team,which is led by the Executive Vice President, Personnel, who is amember of the Group Executive Committee. The team also
oversees the “Managing social cohesion and people” risk family.
These risks are audited internally on a regular basis, with theattractiveness and retention risk last audited in 2023.

(see Chapter 4, section 4.1.2.4 Supporting employee growth anddevelopment, below).
More specifically, a number of levers have been or are being
deployed to reduce the Group's exposure to this risk:● highly agile compensation policies aligned with local
conditions. At the same time, Michelin pays close attention toensuring fairness among its country organizations by offering
every employee profit-sharing initiatives and compensation
components linked to its worldwide performance(Group bonus, employee share ownership plan);● a best practices sharing network, covering, for example,
initiatives in certain plants to improve the onboarding andtraining process during an employee’s first year on the job;2

● a proactive approach to decent wages and a universal social
protection floor, which is also helping to strengthen theemployer brand and employee pride in working for the Group;● in addition, in the Manufacturing Department, a study
conducted in 2022 led to the creation in 2023 of a dedicatedteam tasked with defining and rolling out the vision andstrategy for the People component (talent development,
expertise and skills, diversity and inclusion, team engagement,
improving the employee experience). The team is appointing
relay officers in the operating regions, close to the ground, togain greater understanding of local conditions and listen more
attentively to employee needs. This issue is one of the
Manufacturing Department’s six priorities.

All seven personnel management policies are helping to improve
the Group’s employer appeal and employee retention

Risk 11 – Knowledge retention

Risk factors
One of Michelin's competitive advantages stems from the ability
to sharply differentiate its products and services thanks tocontinuous, sustained innovation. Consequently, protecting its
knowledge and expertise is a key factor in maintaining its
leadership and driving its future growth. This culture of protecting
knowledge and know-how is part of the Group's DNA.

Specific nature of the risk
Because Michelin invests heavily in innovation and thedevelopment of new growth businesses, protecting knowledge
and expertise is essential to maintaining its technologicalleadership.
Sensitive information largely concerns products, services,materials, procedures and equipment, as well as techniques,
methods, design, testing and manufacturing data alongside therelated data bases. However, information about production,
research, marketing and other business strategies, as well as
consumer and supplier databases, also risk being lost or stolen.

The Group is exposed to risks in its cooperation with external
stakeholders, including consumers, suppliers, partners,
subcontractors and academic institutions.
Likewise, it is dependent on the information systems used tostore and share sensitive information. In addition, Michelin mustalso address the growing use of social media, the development ofartificial intelligence solutions and the resulting risk of
information leakage.

Governance and risk management response
A governance body is in place for this risk factor, chaired by the
Executive Vice President, Group Research and Development, andco‑chaired by the Executive Vice President, Manufacturing.
To prevent the risk of Michelin know-how and/or expertise being
disclosed or lost:● projects, processes and data are classified according to their
sensitivity, with each classification protected by appropriate
safeguards and practices. For example, cloud computing
solutions are no longer used for certain categories of data andencryption levels have been raised for certain other categories;

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RISK MANAGEMENT
Risk factors specific to Michelin, description and related management systems● intellectual property is protected through our policy ofobtaining patents wherever this is possible or desirable basedon a broad vision of the secrets to be protected. Operating
markets are monitored to ensure that our intellectual property
rights are not infringed;● sensitive information, tangible assets and intangible assets arealso protected by physical security systems;● every employee is a protection enabler, with a deeply instilled
security culture informed by the Group Security Charter;● experts within the Group who have the skills that are criticalfor our operations are identified and afforded the recognition
needed to retain their talent.

Impact 12 – Product safety
Tires are still Michelin's traditional core business, in which it holds
robust leadership positions around the world and across its threeoperating segments: automotive, road transportation andspecialty markets.
Like all tiremakers, if defects appear in its products during theiruse or if they fail to comply with the applicable regulations, theGroup could be faced with liability claims or be required to recall
the products. This impact therefore entails material, reputationaland financial risks for the Group.

Specific nature of the impact
Michelin’s focus on customer needs and the quality of its
products and services has built confidence in the
MICHELIN brand and contributed to the Group’s performance.
Updated in 2021, the Quality Statement emphasizes that “Quality
remains critical to the safety of our products and services and totheir compliance with applicable requirements.”
Thanks to a very robust process for tracking productperformance in every market, Michelin has always been able toquickly and proactively issue recalls in response to any risks that
could potentially impact the safety of its customers. This is also
one of the promises made in the Group's Quality Policy.

Governance and impact management response
Product performance impact is governed by the Product
Performance Monitoring Board, chaired by the Corporate
Internal Audit, Risk Management, Internal Control and Quality
Director.
All Group employees, at all points in the value chain, are involvedin managing these impacts.
● Product design and development projects are managed inaccordance with detailed project management procedures.
Products and services are described in specifications thatcover customer requirements and expressed needs, thepotential impact of the particular or extreme conditions of use
in a given region and all of the applicable standards andregulations. The Research, Development, Process Engineeringand Quality functions are responsible for performing robust
simulations and tests on new products to ensure that they
comply fully with the design specifications.
● The entire production process is subject to quality assurance
procedures designed to guarantee that the products comply
with Michelin’s safety and performance standards.
● A product/service performance monitoring process based on
the customer experience and customer satisfaction surveys
ensures that no signs of a problem go undetected, however
weak they may be. This process now uses artificial intelligence,
forecasting and alert systems to minimize the time needed todetect a potential problem.
The current processes have been certified by independent
organizations.
The Group has taken out specific insurance cover against the riskof product recalls and liability claims. The Group's insurance
program is described in section 2.2.5.

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RISK MANAGEMENT
Cross-functional risk management procedures

2.2

CROSS-FUNCTIONAL RISK MANAGEMENTPROCEDURES

Procedures are in place to manage cross-functional risks.

2.2.1 Synchronization between Internal Audit,
Risk Management and Internal Control
Internal Audit, Risk Management, Internal Control and Quality
activities have been brought together within a single
Corporate Department, which provides a shared vision of thepriority risks and challenges for the Group. It also supports

efficient coordination and follow-up between the second(Internal Control and Risk Management) and third (Internal Audit)lines of defense across every timeframe and every Group unit.

2

2.2.2 Internal control process
Objectives of the internal control process
The Group's internal control process has the following core
objectives:● enable the Group to assess all of its material operational,
financial and legal risks appropriately.

● application of the instructions and guidelines issued by theManagers and the Group Executive Committee;

In general, the risk management process has been designed toencourage informed, shared risk-taking in accordance with theGroup's values of responsibility, integrity and ethical behavior.

● compliance with laws and regulations;● the proper functioning of internal processes, particularly thoserelating to the protection of corporate assets;● ensuring theinformation.

reliabilityoffinancialandnon-financial

Michelin intends for Internal Control to become a tool for
managing both its operations and the performance of line
personnel, so that it can enjoy the benefits of efficient governanceand the reasonable assurance that its risks are under control.

It comprises a set of resources, procedures, practices and actionsaligned with the characteristics of the Group’s businesses, which:● contribute to the control over its activities, the efficiency of its
operations and the efficient utilization of its resources;

Scope of the internal control process
The Group ensures that the internal control process is
implemented in every unit:

consolidating and publishing information as part of thenon‑financial reporting process.

● The system covers substantially all the Group’s operations,
including every operating region and every business unit
(manufacturing, sales and dealership networks). In the event ofan acquisition, a dedicated internal control system is deployedin the new unit, in alignment with its business and risks. The
scope of internal control is broad and extensive, covering
every potential area of major risk.

● To manage this system in a cross-functional and consistentmanner across all Group activities, the Internal Control
Department has been integrated into the Corporate Internal
Audit, Risk Management, Internal Control and Quality
Department. An Internal Control network is organized and led
through the Quality Network, with training and collaborative
spaces made available to all the employees who participate in
the network.

● In extending the internal control process, the Group has
updated and broadened it to address risks relating to thereporting of non-financial information. It will cover all theactivities involved in collecting data and metrics, and in

A detailed description of the internal control process covering the
preparation of accounting and financial information is provided
in section 2.3.

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RISK MANAGEMENT
Cross-functional risk management procedures

2.2.3 Group compliance team and network
The role of the Chief Compliance Officer, as well as theorganization of her corporate-level team (the Compliance
Support Group in the Group’s Corporate Legal Department) andthe Compliance network, are presented in Chapter 4, section
4.1.4 below.
The Group pays particular attention to the risk of ethics violations
or failures to comply with laws and regulations. Ethics andcompliance-related internal control audits are performed by theCompliance Support Group and led by the Chief Compliance
Officer.
The Business Ethics risk family is governed
Ethics Committee, chaired by the General Manager.

by

the

In 2023, the Chief Compliance Officer oversaw the Group-wide
deployment of new guidelines on managing fraud risk. In 2024,
the Compliance Support Group, the Corporate Finance
Department and the Group Internal Control Department will
work together to track (i) the key performance indicators of theInternal Control Compliance Rate in the Purchasing, Sales andAccounting processes; and (ii) the progress rate of the deployedaction plans.
After increasing by 55% in 2022, the number ofCompliance‑related internal control projects (level 1 controls andlevel 2 tests) rose by another 20% in 2023. These controls andtests primarily covered the following areas:● combating corruption and influence peddling: deployment of
the Code of Ethics and the Anti-Corruption Code of Practice,training for all exposed employees and other stakeholders,
tracking the third-party due diligence system, gifts andinvitations, and regular internal audits of systems in place (fouranti-corruption audits performed in 2023);● compliance with competition rules: deployment of thededicated competition compliance program;● protection of personal data: deployment of the Group
protection of personal data directive, compliance with the
Binding Corporate Rules concerning the transfer of personal
data and the processing of health data;● processing Ethics Hotline alerts: audits of employee awarenessand deployment of the various channels in the Group's
whistleblowing system, compliance with the internal
procedure for reporting and processing cases ofdemonstrated non-compliance and implementation of theaction plans, particularly as concerns the application of
disciplinary measures. In addition, a follow-up audit ofharassment risks was carried out in 2023.
Tests are performed by the network of internal controllers,
alongside members of the Compliance Support Group.

2.2.4 Crisis management processes
Another cross-functional process concerns crisis management.
The Group sees crisis situations emerge regularly in the course of
its operations. Given its size, the nature of its manufacturing andcommercial activities and its environmental and social
responsibility, Michelin is exposed to the risk of crises that could
affect its business, its customers and its reputation. To foresee,
plan for and effectively respond to any such events, a crisis
management system is in place and led jointly by the Corporate
Internal Audit, Risk Management, Internal Control and Quality
Department and the Corporate Anticipation Prevention andProtection Department.

_64

The system’s underlying processes are regularly updated toensure maximum effectiveness and responsiveness. It is
deployed among the various management teams throughsimulation exercises and appropriate training seminars.
The system, which was amply stress-tested during recent crises,
is supported by a network of trained crisis managers at every
level of the organization, providing dense coverage in units acrossthe entire Group. and demonstrating the system’s effectivenessand validity.

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Cross-functional risk management procedures

2.2.5 Insurance coverage
Some risks can be transferred to insurance companies in linewith the Group's insurance strategy, with different solutions used
depending on the frequency of the risks concerned.
To cover high-frequency risks, integrated global insurance
programs have been arranged, to the extent possible, in theinsurance and reinsurance markets. These mainly concern
property & casualty/business interruption, liability, accidental
pollution and cyber risk insurance:● the property & casualty/business interruption insurance
program provides combined total coverage of €1.5 billion,
except for machinery insurance (€750 million) and natural
disaster insurance, for which the coverage limit may be lower
depending on the country;● the liability insurance program comprises three key coverage
areas:●

product liability for the manufacturing companies,●

service liability for the marketing and services companies,●

general business liability, offering direct coverage inEuropean Union countries and countries where the Group
operates manufacturing facilities, and umbrella coverage inexcess of local cover in all other countries;● a pollution program provides environmental liability coverage;● a cyber risk insurance program covers damages (including
additional operating costs) as well as damages to third parties,
with a combined limit of €120 million per year.

These programs cover all Group subsidiaries. The joint ventures
are covered by separate insurance programs that are
independent from those of the two shareholders. For companies
in which the Group has a non-controlling interest, the majority
shareholder is responsible for purchasing appropriate insurance
cover. For joint ventures and non‑controlling interests, thesafeguard clauses included in the Group's insurance programs
protect its interests up to the amount of its investment.
To control insurance policy management and reduce costs bypooling medium-frequency risks, the Group has set up awholly‑owned captive insurance and reinsurance company toprovide coverage primarily in the following areas,2

with limits commensurate with its resources:● property & casualty risks, with a €50 million limit per claim;● product liability in the United States and Canada, with limits of
USD 20 million per claim and USD 40 million per year;● product recall expenses, with limits of USD 20 million per claim
and USD 40 million per year;● cyber security risks.
● Total premiums paid to external insurance companies in 2023
amounted to €51.7 million, up 2.8% from 2022. Whilemoderate, the increase reflected the persistently tight pricing
environment in certain lines (mainly liability) and the highly
selective allocation of capacity by insurers.
Note that the Michelin Group is one of the founding members ofa mutual insurance company dedicated to covering cyber risks.

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RISK MANAGEMENTInternal control process relating to the preparation of accounting and financial information

2.3

INTERNAL CONTROL PROCESS RELATING
TO THE PREPARATION OF ACCOUNTING
AND FINANCIAL INFORMATION

Among the various objectives of the risk management and internal control system, this section focuses on the control activities related tothe process of preparing accounting and financial information.

Preparation and processing of accounting and financial
information
The Managers are responsible for disclosing reliable financial andaccounting information. The Accounting, Consolidation,
Management
Control
andFinancial
Communication
Departments all contribute to the process of producing thisinformation.
The Group's accounting teams generally report to the heads of
the Regions and Shared Service Centers, while its budget
controllers analyze the Group's performance based on its
reporting segments.
Consolidated financial reports are prepared monthly according to
the same overall process as for the annual financial statements.
The internal control procedures required to produce reliableaccounting information are defined at Group level andimplemented locally. These include a physical inventory of both
fixed assets and inventories, segregation of tasks andreconciliation with independent sources of information.
A dedicated team is in charge of aligning accounting policies
throughout the Group, monitoring changes in applicable financial
reporting standards, updating accounting manuals for all thesubsidiaries and dealing with any issues they may raise.
Statutory and management accounting data are reported
simultaneously by the subsidiaries, and programmed controls
verify that the main indicators – such as revenue and operating
income – are consistent between the two sets of data. Statutory
accounting data received from the subsidiaries are checked forconsistency and then consolidated to produce the Group's
financial statements.
Monthly changes generated based on consolidated data aresystematically analyzed. Differences between forecast and actual
management accounting data are reviewed in detail every monthby the Business Units as well as by the Group Budget Control_66

Office, which prepares a monthly report for the Managers andthe Executive Committee.
At every interim and annual closing, the Regional Directors certify
in writing that, to the best of their knowledge, the separate
accounts submitted by the companies within their Region provide
a true and fair view of the results of their operations. This
statement specifically covers a number of issues that could
significantly affect the financial statements in the event of
non‑compliance (e.g., applicable laws and regulations andcontractual provisions) or occurrence (e.g., disputes or fraud).
The Investor Relations Department, which forms an integral partof the Corporate Finance Department, is responsible forpreparing and disclosing all of the Group's financial information
to the investing community. Financial information is disclosed inthree main forms:● the Universal Registration Document;● financial press releases;● presentations to analysts and investors.
The design and preparation of the Universal Registration
Document are coordinated by the Investor Relations Department
and approved by the Managers, with significant input from the
Corporate Legal Department and the Corporate Sustainable
Development and Impact Department. The document contains
extensive, high-quality information drawn from contributions by arange of specialists in the Group's main fields of operations.
Financial press releases are written by the Head of Investor
Relations; those that announce earnings are also reviewed by the
Audit Committee.
Presentations to analysts and investors are directly prepared by
the Investor Relations Department.

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RISK MANAGEMENTInternal control process relating to the preparation of accounting and financial information

Management of accounting and finance internal control
Group managers can detect any weaknesses in their internal
control processes through the systems used to manage theiroperations. In addition, internal reviews are performed in theunits by their specialized experts. Information generated by the
management systems is analyzed by the budget control teams
and reported to the managers concerned for inclusion in thescorecards used to manage their operations. A managementscorecard is also prepared for the Group Executive Committee,
enabling it to track the Group's business month by month. On aquarterly basis, similar reports are presented in an appropriate

format to the Supervisory Board. The Corporate Finance
Department is responsible for ensuring the relevance andconsistency of this management data.
The Operational Information Processing Department is in chargeof overseeing information system policies and resources. Theinternal control procedures contained in the Group's Quality
System include rules relating to data access and protection, thedevelopment of applications, and structuring and segregating
development, process engineering and production tasks.

2

Recurring assessments of the accounting and financial
information preparation process
Self-assessments
To ensure that the work carried out to comply with France's
Financial Security Act delivers lasting improvements, the
Accounting and Financial Internal Control Department reports to
the Corporate Finance Department. It is responsible formanaging internal control processes and for overseeing work on
financial internal control, with a view to providing reasonableassurance that the Group's financial information is reliable andthat its assets are safeguarded.
It defines internal control standards, coordinates and sets up
internal control information systems and day-to-day
management procedures in coordination with the Corporate
Internal Audit, Risk Management, Internal Control and Quality
Department.
It also assists the network of internal controllers in the Regions
and main areas of operation in implementing these systems andprocedures.

In 2017, the worldwide application for monitoring the entire
financial internal control process in place since 2009 wasenhanced based on a standard commercial software solution.
The new application continues to leverage the guidelines andprinciples defined in previous phases undertaken since 2004. The
model will continue to be extended to cover additional
processes and legal entities.
Post-acquisition audits are performed for newly acquiredcompanies and sub-groups that are fully consolidated and aninternal control process deployment plan is prepared based on
their respective characteristics (manufacturing, sales or financial
services business, information system, geographic location,organization and governance, materiality in Michelin’s
consolidated financial statements, control environment andculture).

● regularly updating key risks by process;An initial internal control self-assessment exercise is carried out
with the new teams, in order to meet their needs and help themunderstand what the Group expects from their internal control
process. Action plans are drawn up with the teams concerned inorder to help them take ownership of the approach and related
tools.

● defining key controls in conjunction with the owners of theprocesses concerned;

The financial self-assessment system potentially encompasses
the following 16 processes:

Its role includes:● standardizing internal control best practices and training
regional correspondents in their use;

● drafting control guidelines and manuals and preparing internal
control tests;● mapping the issues for which controls are applied in the
different Group organizations;● overseeing the regional managers and managers ofoperational areas concerned;● structuring the internal control network;● interfacing with the other stakeholders in the relevant
processes, such as process owners, risk managers andinternal and external auditors;● advising on the implementation of transformation projects
and programs.

● purchasing, from ordering to supplier payment;● sales, from customer order to payment;● customer credit management;● management of inventories (raw materials, semi-finished andfinished products, and spare parts);● inventory valuations;● financing and financial risk management;● management of intra-Group transactions (transfer pricing andelimination of intra-Group balances);● information systems management and administration (general
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RISK MANAGEMENTInternal control process relating to the preparation of accounting and financial information● project and fixed asset management;● taxes;● people management (compensation, benefits and travel
expenses);● consolidation;● investor relations;● mergers/acquisitions/divestments and their integration into
the Group;● management of customs affairs, including the Group’s
customsmanagement
processes,
import/export
management, supervising freight forwarders, organizing
delegations of authority, customs documentation, etc.
At every company covered by the system, the key internal control
activities for each process are self-assessed and improved by theline personnel concerned every year.

Internal Controller reviews
The key controls for every process are tested in every facility atleast once every four years or more often if necessary, dependingon the degree of risk. The results of tests conducted by internal

controllers are shared with the external auditors of the Group's
companies, so that they can capitalize on the findings andstrengthen their own external audit procedures.

Action plans
In each company, action plans are prepared to address theidentified areas for improvement and are implemented by line
personnel. More generally, this approach is integrated into thecontinuous improvement process, which is also supported by thefindings of the external and internal auditors. In addition, thisself-assessment and testing system is applied to thefive integrated components of the internal control process, as
defined by the Committee of Sponsoring Organizations of the_68

Treadway Commission (COSO): control environment, risk
assessment, control activities, information and communication,and monitoring activities.
Action plans are generally scheduled for completion within
two years for 80% of compliance shortfalls, excluding information
system issues, which take longer to resolve and require moreresources. Countermeasures have been implemented to mitigate
risk exposure in the interim.

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2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

3

Corporate
governancereportADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
3.1.1 An experienced, stable and responsible management team
3.1.2 SAGES, a Non-Managing General Partner, guaranteeing the Company's long-term viability
3.1.3 Strict separation between the Supervisory Board(and its committees) and Management
3.1.4 Interactions between the various governance structures
3.1.5 Statements

72
73
76
78

3.2

SUPERVISORY BOARD PRACTICES – ACTIVITIES IN 2023

100

3.3

MANAGEMENT AND SUPERVISORY BOARD COMPENSATION POLICIESFOR 2024

114

3.4

INFORMATION ABOUT THE COMPONENTS OF COMPENSATION PAID
OR AWARDED TO THE CORPORATE OFFICERS
Compensation of the members of the Supervisory Board
Compensation of Barbara Dalibard, Chair of the Supervisory Board
Compensation package of Florent Menegaux, Managing Chairman and General Partner
Compensation package of Yves Chapot, General Manager
Compensation ratios of the Managers and the Chair of the Supervisory Board
Proposed resolution on the disclosures mentioned in Article L. 22‑10-9-I of the French Commercial Code

124
124
125
125
130
134
137

3.5

INDIVIDUAL COMPENSATION PAID OR AWARDED TO THE MANAGERS
AND THE CHAIR OF THE SUPERVISORY BOARD FOR 2023

138

3.6

OTHER INFORMATION ABOUT COMPENSATION
OF THE EXECUTIVE OFFICERS

144

3.7

TOTAL COMPENSATION AWARDED TO THE GROUP EXECUTIVECOMMITTEE

149

3.8

TRADING IN MICHELIN SHARES BY THE CORPORATE OFFICERS
AND THEIR CLOSE RELATIVES IN 2023

149

3.9

PROCEDURE FOR ASSESSING AGREEMENTS ENTERED INTO
IN THE NORMAL COURSE OF BUSINESS

149

3.10

ARTICLES OF INCORPORATION, BYLAWS AND SHAREHOLDERPARTICIPATION AT GENERAL MEETINGS

150

3.11

OWNERSHIP STRUCTURE AND VOTING RIGHTS

152

3.12

FINANCIAL AUTHORIZATIONS

153

3.13

CHANGE OF CONTROL

156

3.14

STATUTORY AUDITORSʼ REPORT, PREPARED IN ACCORDANCEWITH ARTICLE L. 22-10-78 OF THE FRENCH COMMERCIAL CODEON THE CORPORATE GOVERNANCE REPORT

157

3.1

3.4.1
3.4.2
3.4.3
3.4.4
3.4.5
3.4.6

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This report has been prepared in application of Article L. 226-10-1 of the French Commercial Code (Code de commerce). It wasapproved by the Supervisory Board on February 9, 2024.

3.1

ADMINISTRATIVE, MANAGEMENT
AND SUPERVISORY BODIES

Tire and flexible composites manufacturing is a capital-intensive
industry in which the pace of technological innovation is relatively
slow. It is therefore essential to be able to devise long-term plans
and follow them through.
Throughout its history, Compagnie Générale des Établissements
Michelin (“CGEM” or “the Company”), the Group's parent
company, has been organized as a partnership limited by shares(S.C.A.).
This partnership model offers three main advantages:● it aligns Group management decisions with shareholderinterests;● it guarantees clear segregation of management andsupervisory powers;● it strikes a better balance between the Company’s short-termand long-term interests.
There are two partner categories.
First are the limited partners or shareholders, who provide
capital, elect the members of the Supervisory Board and theManagers and approve the financial statements presented by
Management.

Their liability is limited to the amount of their investment and theyreceive a share of the profits in the form of dividends.
Second are the General Partners, including the Managing
General Partner and the Non-Managing General Partner. CGEM's
Non-Managing General Partner, Société Auxiliaire de Gestion(SAGES), is responsible for ensuring the sustainability of theCompany's management. General Partners have unlimited
personal liability for the partnership's debts, to the full extent of
their assets. They can be relieved of this liability only by decisionof the shareholders in an Extraordinary Meeting. The General
Partners may be shareholders but may not take part in any votes
to elect Supervisory Board members or appoint Statutory
Auditors. The General Partners receive a share of the Company's
profits in accordance with its Bylaws, subject to shareholder
approval at the Annual Shareholders Meeting.
Since May 17, 2019, the two General Partners of CGEM are
Florent Menegaux, Managing Chairman and Managing General
Partner, and Société Auxiliaire de Gestion (SAGES), Non-Managing
General Partner.

AN AGILE AND ROBUST GOVERNANCE STRUCTURE_72

Organized as a partnership
limited by sharesCompagnie Générale des Établissements Michelin (“Michelin”) has been organizedsince its foundation as a partnership limited by shares (société en commandite
par actions – S.C.A.), a flexible legal framework.

With customized characteristics

Over the years, Michelin has crafted through this framework a unique and balanced
governance structure, that is a key driver of its sustainable long-term success,robust corporate culture and shared values.

Continuously enhanced

Michelin constantly reviews and improves its governance and implements safeguards
to provide all the necessary controls and oversight to ensure shareholder protection
and convergence of interests between the different stakeholders.

Serving the Company
and its shareholders

This corporate structure provides stability and helps to protect the Company
against short-term pressure that could be detrimental to shareholder value.
The success Michelin has achieved since its creation is the best testament that its governancehas served the Company and its shareholders in an efficient manner.

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SUPERVISORY
BOARD

GENERAL PARTNERS
With unlimited joint and personal liability for the Company’s debts

Barbara Dalibard
Chair

MANAGERS

Exercises permanent oversightof the Company's management,
assesses its quality and reports
thereon to the shareholders.
Also engages in specificcorporate governance duties.

Managers administerand manage the Company
Florent Menegaux
Managing Chairman
and General Partner

SAGES
Non-Managing
General Partner
Initiates the Manager succession
and compensation process.
Ensures that the Company is led
by skilled, efficient Managers
who embody Michelin’s values.
It is not involved in managing
the Company*.

Yves Chapot
General Manager

Statutory
Auditors
Deloitte & PwC

Vincent Montagne
Chairman3

Collaborate on Manager succession planning and compensation;
make recommendations

SHAREHOLDERS
Limited Partners
Liability proportionate to their investment* Unless the position of Manager(s) falls vacant.

3.1.1 An experienced, stable and responsible management team
3.1.1.1 Members
Michelin is led by two Managers:● Florent Menegaux, General Partner originally elected by the Extraordinary Shareholders Meeting of May 18, 2018 and re-elected
for a period of four years at the Shareholders Meeting of May 13, 2022; Florent Menegaux is also Managing Chairman;● Yves Chapot, General Manager, originally elected by the Ordinary Shareholders Meeting of May 18, 2018 and re-elected for aperiod of four years at the Shareholders Meeting of May 13, 2022.

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FLORENT MENEGAUXManaging Chairman
Managing General Partner
Florent Menegeaux_2021_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchAfter graduating with a degree in finance, management and economics, Florent Menegaux joined Price
Waterhouse in 1986 as a consultant. He was soon appointed manager, specializing in interest rate risk control
and management for banks.

Born in 1962
Business address:
Compagnie Générale desÉtablissements Michelin
23, place des CarmesDéchaux
63000 Clermont-Ferrand,
FranceFirst elected:
May 18, 2018
Current term expires:

In 1991, Exel Logistics France, a logistics and transport company, offered him the position of Finance Director. Six
months later, he was promoted to Chief Executive Officer. From 1995 to 1996, Florent Menegaux was Chief
Executive Officer of the General Cargo Transport division for the Norbert Dentressangle group.
In 1997, Florent Menegaux joined Michelin as Commercial Director for Truck tires in the United Kingdom and theRepublic of Ireland.
In 2000, Michelin appointed him Sales Director for Truck tires Original Equipment and Replacement markets forNorth America. In 2003, he became head of Truck tires for South America.
In 2005, he was appointed head of the Africa - Middle East Region.
In January 2006, Mr. Menegaux became responsible for the Group's Passenger car and Light truck tire
Replacement Business Unit for Europe, before being appointed to the Group Executive Committee as Executive
Vice President, Passenger car and Light truck Product Line in 2008. He also oversees Michelin's Motorsports
activities and Materials business.

2026 (Annual
Shareholders Meeting
called to approve the2025 financial
statements)

In December 2014, he was appointed Chief Operating Officer and then Senior Executive Vice President of theMichelin Group in 2017.

Number of shares heldat December 31, 2023:

Florent Menegaux was appointed General Partner on May 18, 2018; he became Managing Chairman ofCompagnie Générale des Établissements Michelin on May 17, 2019.

130,100(1)In January 2018, he also assumed responsibility for overseeing the Group's Business Departments, and the
Manufacturing, Supply Chain and Customer Experience Operational Departments.

DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Managing General Partner of Compagnie Générale des Établissements Michelin
 Managing Chairman of Compagnie Générale des Établissements Michelin
 Chairman of Manufacture Française des Pneumatiques Michelin Director of Legrand(2) President of Global Compact France Network
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Managing Partner of Compagnie Financière Michelin SCmA (until October 2020)
 Managing Partner of Manufacture Française des Pneumatiques Michelin (until December 2021)
 Chairman of Manufacture Française des Pneumatiques Michelin (since January 2022)
 Managing General Partner of Compagnie Générale des Établissements Michelin
 Managing Chairman of Compagnie Générale des Établissements Michelin Director of Legrand(2) (since May 2022)
 President of Global Compact France Network (since June 2023)(1) The Company's Bylaws stipulate that the Managing General Partner must hold at least 5,000 shares.
(2) Listed company.

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YVES CHAPOT
General Manager and Chief Financial Officer

Yves Chapot_2021_NB.psd

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchYves Chapot holds a degree as a certified public accountant.

Born in 1962

After an initial work experience at the Arthur Andersen consulting and audit firm, Yves Chapot joined theMichelin Group in 1992, assuming various management responsibilities within the internal audit team.

Business address:

In 1997, he was appointed Chief Executive Officer for Taurus in Hungary. In 1999, he became Chief Financial
Officer for Europe.

Compagnie Générale desÉtablissements Michelin
23, place desCarmes‑Déchaux
63000 Clermont-Ferrand,
FranceFrom 2005 to 2012, he was responsible for Michelin China. From 2007 to 2009, he was also in charge of the
Passenger car and Light truck tire business for Asia.

3

In 2012, he was named head of Euromaster, before being appointed to the Group Executive Committee as
Executive Vice President, Distribution in December 2014.
In March 2017, he was appointed Executive Vice President for the Passenger car and Light truck Product Line.

First elected:
May 18, 2018
Current term expires:

In January 2018, Mr. Chapot became Executive Vice President, Automotive Business Lines, with oversight
responsibility for the Automotive B2C Global Brands, Automotive B2C Regional Brands, Automotive OriginalEquipment Business Lines, and the following three regions: Africa, India & Middle East, East Asia & Australia, andChina.

2026 (Annual
Shareholders Meeting
called to approve the2025 financial
statements)

Mr. Chapot was appointed General Manager of Compagnie Générale des Établissements Michelin on May 18,
2018.

Number of shares heldat December 31, 2023:

 Chairman of Compagnie Financière Michelin Suisse

61,516

 Managing Director of Manufacture Française des Pneumatiques Michelin

DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 General Manager of Compagnie Générale des Établissements Michelin
 Chairman of Compagnie Financière Michelin
 Chairman of the Board of Directors of Siparex Associés
 Chairman of the Supervisory Board of Sigefi
 Chairman of the Association Nationales des Sociétés par Actions (ANSA)OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Director (until December 2020) then Chairman of Compagnie Financière Michelin Suisse Chairman of the Board of Directors (until April 2021) then Chairman of Compagnie Financière Michelin
 General Manager of Compagnie Générale des Établissements Michelin
 Managing Director of Manufacture Française des Pneumatiques Michelin (since January 2022)
 Chairman of the Board of Directors of Siparex Associés (since April 2022)
 Chairman of the Supervisory Board of Sigefi (since April 2022)
 Chairman of Association Nationale des Sociétés par Actions (ANSA) (since October 2022)

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3.1.1.2 Role and responsibilities
The Managers are responsible for administering and managing
the Company.
Their core responsibilities are to:● define and implement the Group's strategy;● lead the Group's business;● establish internal control and risk management procedures
and oversee their implementation;● approve the financial statements of the Company and theGroup;● oversee the preparation of financial and sustainability
information;● prepare the various reports to shareholders.
The Group's operations are organized into three reporting
segments (Automotive, Road Transportation and Specialties)
dedicated to serving their global markets with products andservices offered through 20 Business Lines.
The organization is built around:competitive environment based on the needs identified by
the Regions.
● The 9 Regions, which are the direct points of contact withcustomers. They represent the Group in the corresponding
areas and are responsible for customer satisfaction.
● The following departments, which provide support to theoperational
entities:
Research&
Development,
Manufacturing, Supply Chain, Customer Experience,
Purchasing, Corporate & Business Services, Strategy,
Innovation & Partnerships, Engagement & Brands, Internal
Audit, Risk Management, Internal Control & Quality, Legal,
Personnel, Finance, Progress & Transformation, Planning –Prevention – Protection, Sustainable Development & Impact.
The Managers are assisted by the Group Executive Committee
presented in Chapter 1 of the 2023 Universal Registration
Document. In addition, a Group Management Committee is
responsible for ensuring that the Executive Committee's
decisions are widely embraced across the organization (seeChapter 1).

● The Business Lines, which define their strategy for designingmarket-leading products and services aligned with their

3.1.1.3 Liability
The Managing General Partner has unlimited personal liability forthe debts incurred by Compagnie Générale des Établissements
Michelin. This offers shareholders a rarely found level ofassurance that the Group is run in their medium- to long-term
interests, particularly during times of volatile markets or
economic crisis. It also means that the Managers are especiallyvigilant in their management of corporate risks.

Consistent with this long-term commitment, the Managing
General Partner may not relinquish his or her status as General
Partner without the prior approval of shareholders given at an
Extraordinary Meeting and of the Non-Managing General
Partner. He is therefore bound to assume the long-term
consequences of the Group's management decisions.

3.1.2 SAGES, a Non-Managing General Partner, guaranteeing
the Company's long-term viability
In application of CGEM's Bylaws, Société Auxiliaire de Gestion (SAGES) is a Non-Managing General Partner of CGEM.

3.1.2.1 Membership and organization
SAGES is a French société par actions simplifiée (joint stockcompany) registered with the Clermont-Ferrand Trade andCompanies Registry under No. 870 200 466.
The Chairman of SAGES, Vincent Montagne, is its only executive
director.

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SAGES has three groups of shareholders – members of theMichelin family, current and former Group executives andqualified persons from outside the Group – each of which has thesame proportionate shareholding and the same number ofseats on SAGES’ Board of Directors.

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3.1.2.2 Biographical details of the Chairman of SAGES at December 31, 2023
The Chairman of SAGES, Vincent Montagne, is its only executive director. His profile is given below.

VINCENT MONTAGNE
Chairman of Société Auxiliaire de Gestion (SAGES)

photo Vincent Montagne_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchVincent Montagne holds a Master's degree in both Management and International Affairs from Paris Dauphine PSL University. At the age of 31, he took the helm of the Média-Participations group founded by his father andbecame its Chairman and Chief Executive Officer. Under his stewardship, the group has become one of France's
top publishing houses (and the no. 1 in Belgium) and Europe's leading publisher of comic books. In December
2017, he acquired La Martinière Groupe, including its subsidiary Le Seuil, and in July 2018, La Martinière Groupe
was merged into Média-Participations. Convinced that creative content is more important than the medium on
which it is presented, he led the transformation of Média-Participations into a multimedia group that is now
active in video games, digital and audiovisual media, and a major producer of cartoons.
Mr. Montagne has been Chairman of the Syndicat National de l'Edition since June 2012 and a director of Cercle
de la Librairie since 2006.

Born in 1959
Business address:
Média-Participations
57 rue Gaston Tessier
75019 Paris
FranceNumber of shares heldat December 31, 2023:• 36 shares owned
directly• 793,200 shares owned
by SAGES

3

He is a descendant of Edouard Michelin, who founded the Michelin Group with his brother André. In 2009, he
set up Mage-Invest, a family holding company with 300 family shareholders.
He is Chairman of Société Auxiliaire de Gestion (SAGES), Non-Managing General Partner of Compagnie Générale
des Établissements Michelin, alongside Florent Menegaux, General Partner and Managing Chairman.

3.1.2.3 Role and responsibilities
SAGES is a Non-Managing General Partner of CGEM and has
unlimited joint and several liability alongside the Managing
General Partner(s) for third party claims arising from the financial
consequences of the Managers' management. It initiates theManager appointment and re-appointment process to ensure thecontinuity of the Company's management. Solely a decision of theshareholders in an Extraordinary Meeting may relieve a General
Partner of their duties, subject to the agreement of the other
General Partner. The General Partners may be shareholders but
may not take part in any votes to elect Supervisory Board
members or appoint Statutory Auditors.
As SAGES is not a Manager, it is not authorized to play any part in
the Company's management. However, if the position of CGEM's
Manager(s) were to fall vacant, SAGES would take on the role of theManager(s) for an interim period and would be responsible forcalling an Extraordinary Shareholders Meeting to elect a new
Manager.
SAGES is a key player in the Manager succession planning andcompensation processes. SAGES plays a key role, alongside theSupervisory Board and its Compensation and Appointments
Committee, in the Manager succession planning andcompensation processes described in section 3.1.4 below.
To enable SAGES to assume its liability as Non-Managing General
Partner of CGEM, at least 80% of its distributable earnings (derived
mainly from the share of profits paid by CGEM in accordance with
CGEM's Bylaws) is allocated to a contingency reserve fund set up
purely for the purpose of covering any losses that may result fromits liability as CGEM's General Partner or, on an exceptional, interim
basis, as Manager. Between 10% and 30% of this reserve fund isinvested in CGEM shares.
In accordance with its Bylaws:● SAGES' main corporate documents (annual reports,
management reports, Statutory Auditor's reports(1), andproposed resolutions submitted to the partners, which contain
information on (i) the terms of office and proposed elections of
directors and (ii) the categories and breakdown of assets
constituting the contingency reserve referred to above) are sent
to Michelin's Managing General Partner;(1) The Statutory Auditor’s report on the annual financial statements is presented in section 5.3.3 of the 2023 Universal Registration Document and available on the Group’s website
www.michelin.com.

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Administrative, management and supervisory bodies● any proposal to pay an annual dividend to SAGES' partners
for an amount in excess of the cap specified in the Bylaws
shall be submitted to the Managing General Partner for priorapproval;● the Managing General Partner (or the Chairman of theSupervisory Board if there is no Managing General Partner)
shall be consulted prior to approving any new partner of

SAGES and his or her designation as a director of theCompany;● any proposal to amend SAGES' Bylaws to change its role and/or change the indefinite several liability of the General
Partners shall be submitted to the Managing General Partner
for prior approval.

3.1.3 Strict separation between the Supervisory Board(and its committees) and Management
3.1.3.1 Supervisory Board
11

MEMBERS,
OF WHICH
1 INDEPENDENTMEMBER

*

45%*
WOMEN
MEMBERS89%*

INDEPENDENTMEMBERS

Excluding the employee representatives.

Members
In accordance with the applicable law, the Company's Bylaws andthe Supervisory Board's internal rules, the Supervisory Board
currently has 11 members, including nine selected from among
the shareholders and elected by the Annual Shareholders
Meeting for a term of four years(1) and two representing
employees.
General Partners may not take part in the vote. Supervisory
Board members may be re-elected. No more than one third of
the Supervisory Board members may be aged over 75.
As of December 31, 2023, and as of the date of this report, theSupervisory Board had 11 members, and was in compliance with

9

MEETINGS100%

ATTENDANCE
RATE

33%*

NON-FRENCH
NATIONALS

Articles L. 226-4-1 and L. 22-10-74 of the French Commercial
Code concerning the balanced representation of men andwomen on Boards of Directors and Supervisory Boards andgender equality in the workplace, and the representation on the
Board of employees of the Company and the Group.
The Supervisory Board's internal rules stipulate that eachmember must hold at least 1,600 shares(2) or 2,400 shares in thecase of the Chair.
Information about the compensation of Supervisory Board
members is presented in sections 3.3.3, 3.4.1, 3.4.2 and 3.5.1 ofthis report.

(1) Five years for members elected prior to 2009. Certain members may be elected for a two- or three-year period in order to effectively stagger the terms of office of Supervisory Board
members.
(2) With the exception of members representing employees.

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Overview of the Supervisory Board (as of December 31, 2023)

Independent(1)MemberCommittee(s)FirstelectedRe-elected(2)Current term
expires(AGM)(3)Years Number
on the of shares
Board
held Nationality

Age Gender2013(2)
Barbara Dalibard

P

-

2008

2015(3)
2019

2027

15

2,740

French

65

F

2024

10

2,040

French

71

M

2027

8

1,600

Indian

61

F

2024

10

3,612

French63

F2023
Compensation andAppointments

Jean-Pierre Duprieu

2013

P
Aruna Jayanthi

Audit
Compensation andAppointments

Anne-Sophie de La Bigne

Corporate Social
Responsibility

2015

2013

2016
2020
2019
2023
2016
2020

3

Audit
Patrick de La Chevardière

P

2020

-

2024

4

1,600

French66

MJean-Christophe Laourde

RS

Corporate Social
Responsibility

2020

-

2024(4)3400

French48

M

Thierry Le Hénaff

MR

Compensation andAppointments

2018

2022

2026

5

1,600

French

60

M

2026

8

4,000

Canadian

69

F

Audit
Corporate Social
Responsibility

Monique Leroux

2015(5)

2018
2022

P
Delphine Roussy
Jean-Michel Severino
Wolf-Henning Scheider

RS

Compensation andAppointments

2020

-

2024(4)

3586

French41

F

Corporate Social
Responsibility

2020(6)

2022

2026

3

1,600

French

66

M

Audit

2021

-

2025

2

1,600

German61

M

P : Chair MR : Senior Independent Member RS : Members representing employees(1) Based on the criteria set in the Supervisory Board's internal rules which correspond to those recommended in the AFEP/MEDEF Corporate Governance Code forlisted companies.
(2) At the Annual Meeting of May 15, 2009, shareholders voted to reduce the term of Supervisory Board members from five years to four.
(3) At the Annual Meeting of May 17, 2013, shareholders voted to elect Supervisory Board members for terms of two, three or four years, so that their terms do not
all expire at the same time.
(4) Appointed pursuant to the Bylaws and not elected by the shareholders.
(5) Monique Leroux was appointed as a member of the Supervisory Board on October 1, 2015 to replace Laurence Parisot, who had resigned, for the remainder of
Ms. Parisot's term of office.
(6) Jean-Michel Severino was appointed as a member of the Supervisory Board on November 12, 2020 to replace Cyrille Poughon, who had resigned, for theremainder of Mr. Poughon's term of office.

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Changes in 2023
The terms of office of Barbara Dalibard and Aruna Jayanthi
expired at the close of the Annual Shareholders Meeting held on
May 12, 2023.
Following a review of their qualifications, on the recommendationof the Compensation and Appointments Committee, theSupervisory Board decided (without the persons concerned
taking part in the decision) to recommend to the Annual

Shareholders Meeting the re-election of Barbara Dalibard andAruna Jayanthi for a four-year term (resolutions of the Annual
Shareholders Meeting of May 12, 2023, adopted by a majority of
97.81% and 99.56% of the votes cast respectively).
On the same day, the members of the Supervisory Board voted
unanimously (with the interested parties abstaining) to re-electBarbara Dalibard as Chair of the Board for the duration of her
term of office as a member, and to re-elect Aruna Jayanthi as amember of the Audit Committee.

3.1.3.2 Role and responsibilities
The Company applies the recommendations set out in the
Corporate Governance Code for Listed Companies (“AFEP/MEDEF Code”, revised version dated December 2022). In
accordance with the introduction to the Code, theserecommendations are adapted as necessary to reflect theCompany's organization as a partnership limited by shares(“SCA”).
Under French law, the Supervisory Board is responsible forexercising permanent oversight of the Company's management
and assessing its quality on behalf of the shareholders,presenting a report thereon at each Annual Shareholders
Meeting.
The Company's Bylaws have significantly expanded the Board's
role and responsibilities to include:● assessing the quality of management;● playing an important role in succession planning and theappointment of the Managers;

The role of the Chair of the Supervisory Board, elected by the
Board members, is to:● coordinate and lead the work of the Board, especially theactivities listed in the Bylaws;● actively participate in the Company’s governance, inparticular:●●●

through continuous contact and regular meetings with theManagers, as well as with the Non-Managing General
Partner (SAGES), to ensure seamless governance,by regularly proposing and implementing betterinteractions, drawing on her or his experience and the
proposals resulting from periodic assessments ofSupervisory Board practices,by talking directly to investors about the characteristics ofMichelin's governance, primarily during governanceroadshows(1) organized with the main shareholders.

● assessing certain major transactions such as businessacquisitions.

(1) The presentation materials produced for these events are systematically posted on the www.michelin.com website.

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SPECIFIC DUTIES OF THE SUPERVISORY BOARD
REGARDING THE GROUP’S STRATEGY• Regular review of the Group’s strategy• Periodic review of the Group’s:• markets of operation,• financial results and financial statements,• shareholder compensation policy,• organization and operations,• risk management and internal control policies,• compensation and appointment policies,• corporate social responsibility policy;• Formal opinion provided to the Managers concerning:• significant investments,• external growth transactions,• divestitures,• off-balance sheet commitments.

To enable the Supervisory Board
to effectively fulfill its oversight role,
its members receive quarterly reports
presenting key performance indicators,
as well as regular information such as
copies of the Group’s main press releases,
research reports published by analysts
who follow Michelin, and updates
on the Group’s markets.

SPECIFIC DUTIES OF THE SUPERVISORY BOARD
REGARDING CORPORATE GOVERNANCE• Prior Board approval:• Managers’ renewal,• Managers’ dismissal and severance payments;• Prior Board recommendation to the shareholders:• appointments of new Managers and of the Managing Chairman,• General Managers’ compensation (policy, information) and Supervisory board members compensation;• Determination of Managers’ compensation performance criteria
and assessment of Managers’ achievement of compensation performance targets• Prior Board recommendation regarding:• appointments and succession planning for members of the Executive Committee,• diversity objectives within management bodies and corresponding action plans,• compensation policy for members of the Executive Committee.

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The recommendation provided under Article 1.9 of the AFEP/MEDEF Code, according to which material transactions outside
the scope of the firm's stated strategy should be subject to priorapproval by the Board of Directors, has to be adapted because of
the Company's legal form as a partnership limited by shares(1).
With this type of partnership, the Managing General Partners
have unlimited personal liability. There is also a total separation of
powers between Managers, whether or not they are General
Partners. Their powers are completely separate from those of theSupervisory Board. There is also a total separation of powers
between Managers, whether or not they are General Partners,
and the Supervisory Board, with the result that the Supervisory
Board has no legal authority to become involved in managing theCompany.

The internal rules state that the Supervisory Board is responsible
for examining investment and external growth transactions,off‑balance sheet commitments and asset disposals, and isrequired to issue a formal opinion in cases where thetransactions are material for the Group due to their nature orassociated risks. For this purpose, “material” means transactions
representing at least €100 million, or at least €50 million in thecase of external growth transactions. This means that theSupervisory Board is automatically consulted about all projects
that are material for the Group. Moreover, as it expresses anopinion on such projects, it is clearly able to report toshareholders thereon if appropriate.

However, to (i) ensure that the Supervisory Board exercises
effective oversight of the Company's management and (ii) adhere
to the spirit of the AFEP/MEDEF recommendation, since 2011 theCompany has amended its Bylaws, as well as the Supervisory
Board's internal rules(2).

Supervisory Board reviews all M&A strategic projects above €50 m and issues a formal opinion

Every quarter

Every six months

Ad hocThe Supervisory Board
reviews the deal flows

Managers report to the Supervisory Board on acquisitions
carried out over the last four years. Every acquisitionis assessed based on the following criteria:

Ad hoc Supervisory
Board meetings
on strategic M&A
project key milestones

Target results

Strategic fit

Synergies

Quality of management(1) This exception to the full application of the AFEP/MEDEF Code’s recommendations is mentioned in the table in section 3.2.8 prepared in accordance with the “comply or explain” rule.
(2) Available from the Group's website www.michelin.com.

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3.1.3.3 Diverse profiles and experiences represented on the Board - Gender balanceon management bodies
Diverse profiles and experiences represented on the Supervisory Board
In line with the values of the Group and of its regions, theSupervisory Board consistently endeavors to propose candidates
from diverse backgrounds and cultures and with diverse
experiences, so that its membership is balanced and aligned with
its role and responsibilities.
The main terms of the diversity policy are proposed by theCompensation and Appointments Committee. The policy isapplied by the Committee and the Supervisory Board to manage

Supervisory Board succession plans and for the assessment of
the Supervisory Board's practices. The Committee and/or theSupervisory Board are regularly assisted by recognized outside
consultants.
The Supervisory Board diversity policy for 2022 is described
below, as required by Article L. 22-10-10-2° of the French
Commercial Code.

Criteria

Objectives confirmed in 2023

Implementation method2023 results

Age limit

No more than one third ofSupervisory Board members tobe aged 75 or over.

No candidates aged 75 or overshould be proposed for election
or re-election at the Shareholders
Meeting if their election orre–election would result in the
one-third limit being exceeded.

All members are under 75 yearsof age.

Supervisory Board genderequality

At least 40% of Board members
should be women, as required by
Article L. 22-10-74 of the French
Commercial Code.

Board to recommend that the
Shareholders Meeting re-electincumbent women members andelect women candidates toreplace women who are stepping
down.

The candidates recommended by
the Supervisory Board andelected by the Annual
Shareholders Meeting had no
impact on the proportion of
women on the Board, which isunchanged at 45%, including
Barbara Dalibard who has been
Chair of the Supervisory Board
since May 2021.

Availability/attendance

Members should demonstrate,
through their availability andattendance rate at meetings ofthe Board and Board Committees,that they devote the necessary
time and attention to their duties(going beyond the statutory
requirements and therequirements of the AFEP/MEDEF
Code concerning multiple
directorships).

The majority of each member's
compensation is tied to his or her
attendance rate at meetings of
the Supervisory Board and its
Committees.

The attendance rate was 100% in
2023 for scheduled meetings of
the Supervisory Board and its
Committees.

An objective to restrict the
number of board directorships
and chairmanships or executive
positions in other listedcompanies.
Qualifications/professional
skills and expertise/international outlook/adherence to the Group's
valuesBoard members should offer anappropriate overall combinationof academic qualifications,professional experience in theareas of manufacturing, finance,internal control, digital technology
and leadership of majorinternational listed groups, andadherence to the Group's values.
For 2023, the objective is toconsolidate/strengthen theexpertise in digital technologies
and international management
represented on the Board.

Incumbent Board members will
not be proposed for re-election if
their average attendance rate atscheduled meetings was less than
85% over the last three years of
their term of office.

Decisions concerning candidates
to be proposed for re-election orelection to the Supervisory Boardby the Shareholders Meeting
focus on strengthening thequalifications and experience
represented by Supervisory Board
members in the areas ofexecutive management and newtechnologies.
The Chair and the majority ofmembers of the Audit Committee
are selected for their academic
qualifications and international

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3

The average attendance rate of
the incumbent Board members
proposed for re-election andre–elected was at least 96% overthe last three years of their termof office.
Only a limited number ofmembers also hold directorships,
chairmanships or executive
positions in other listedcompanies.
Recommendation and decision to
re-elect Barbara Dalibard andAruna Jayanthi, who will continue
to contribute their expertise (asdescribed in their biographicalinformation at the end of thischapter) to the work of theSupervisory Board.
Proportion of foreign nationals on
the Board maintained at 33%.

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Criteria

Objectives confirmed in 2023

Implementation method

For 2024, the objective is toreplace/strengthen the expertisein finance and industrial business
management represented on the
Board.

experience in finance, internal
control and digital technologies.

2023 results

The Board member skills map(matrix) is used to analyze thetarget composition of the Boardand propose suitable candidates.
More detailed examination of
Corporate Social Responsibility(CSR) issues by the Supervisory
Board.

Size of the Supervisory Board

Number of Supervisory Board
members should not exceed theten‑member cap specified in the
Bylaws (not including members
representing employees electedin accordance with the law), toguarantee Board efficiency byfostering effective interactions
between members and between
the Board and the Managers.

No additional members to be
proposed for election at the
Shareholders Meeting, except tocomply with legal requirements.

No additional appointments
proposed.

Independence At least 50% of Supervisory
Board members should be
independent, based on thedefinition in the AFEP/MEDEF
Code.

As a general rule, unless an
exception is duly recommended
and justified by the Compensation
and Appointments Committee,
incumbent members will be
proposed for re‑election(i) provided they fulfill the
independence criteria or (ii) if theyno longer qualify as independent
solely because they have servedon the Board for more than 12
years, provided their appointment
does not increase the proportionof non‑independent members
elected by the Shareholders
Meeting to more than 50%.

Recommendation and decision to
renew the terms of office ofBarbara Dalibard (who has servedon the Board for more than
12 years and is therefore qualified
as a non-independent member)and Aruna Jayanthi (independent
member of the Board).

 The Audit Committee,
Compensation andAppointments Committee andCorporate Social Responsibility
Committee to be chaired byindependent Supervisory Board
members.

Employee representation on
the Supervisory Board_84

The Supervisory Board includes
two members representing theemployees of the Company's
French subsidiaries versus eight
members elected byshareholders, exceeding therequirement set out in the rules
resulting from France's PACTE Act(Act No. 2019-486).

Participation of members
representing employees in thework of the Supervisory Boardand its Committees.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Independence rate stable at 89%(excluding members representing
employees).
The Audit Committee,
Compensation and Appointments
Committee and Corporate Social
Responsibility Committee to bechaired by independent
Supervisory Board members.
Delphine Roussy is a member of
the Supervisory Board and its
Compensation and Appointments
Committee, and Jean-Christophe
Laourde is a member of theSupervisory Board and its
Corporate Social Responsibility
Committee.

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Expertise of the Supervisory Board members
The tables and comments below present the expertise ofSupervisory Board members that is considered the most relevant
aspect of their skills and experience for the purpose of the Board

carrying out its duties for the benefit of the Company, its
shareholders and its stakeholders in accordance with theGroup's values.

MAIN EXPERTISE OF THE MEMBERS OF THE SUPERVISORY BOARD

International
Management

SocialEnvironment,
Human
Automotive
IT, Digital
ResourcesandEnvironment,
and
and
Cyber
Climate andMobility
Finance Governance
Biodiversity Manufacturing
SectorMaterials Security

Barbara Dalibard◉

Jean-Pierre Duprieu

◉

◉

◉

Aruna Jayanthi◉◉

Anne-Sophie de La Bigne
Patrick de La
Chevardière

Thierry Le Hénaff

◉

◉

◉

Monique Leroux

◉

◉

◉

◉
◉

◉

◉

◉

◉
◉

3

◉

◉
◉

Jean-Michel Severino◉◉◉

Delphine Roussy
Wolf-Henning Scheider◉◉

Jean-Christophe Laourde

◉

◉

◉

◉
◉

◉

Subject to their election by the Annual Shareholders Meeting of May 17, 2024 under the 13th and 14th resolutions (and as from that date):
Catherine Soubie◉

Pascal Vinet

◉

◉

◉
◉

◉

Barbara Dalibard: International Management: former CEO of
Orange Business Services and SITA, companies present in 220
countries. Automotive and Mobility sector: wide-ranging
experience in people mobility (train, bus, car/ridesharing andaviation). IT, Digital and Cyber Security: 35 years' experience innew technologies: networks, IT services, software production,
digital consumer software delivery. Member of the Académie desTechnologies.

(involved in various social projects in India), former Chair of theBoard of Directors of a national engineering college in India (NITCalicut) and former member of the Executive Board of
NASSCOM, the national association of software vendors in India.
IT, Digital and Cyber Security: 38 years' experience in IT
services companies including Tata Consulting and Aptech,management of the Capgemini software factory in India (50,000
employees).

Jean-Pierre Duprieu: International Management: 20 years'
experience as Chief Executive Officer of foreign subsidiaries andan international group, including five years based in Japan; Social
Environment, Human Resources and Governance: Chairmanof the Board of Directors of Clariane, independent director of
SEB. Former Chairman of the non-profit organization Don en
Confiance. Manufacturing: 40 years' experience in the Air
Liquide Group.

Anne-Sophie de La Bigne: Environment, Climate andBiodiversity: Chair of the environment working group of theFrench Institute of Directors' ESG club, member of the French
Foundation for Biodiversity Research's Stakeholder Assembly.
Manufacturing: more than 25 years' experience of managing
industrial companies. Automotive and Mobility sector:
expertise in the aviation sector with Airbus and GIFAS.

Aruna Jayanthi: International Management: numerous
international business management positions in the Capgeminigroup, particularly in India, the Asia-Pacific region, Latin America
and Canada. Social Environment, Human Resources andGovernance: member of the CSR committee of Capgemini India

Patrick de La Chevardière: International Management:
former Asia Director in Total's refining and distribution division.
Finance: CFO of Total for 10 years and extensive management
experience as a finance professional. Manufacturing: varied
experience in Exploration, Production and Refining at Total.
Member of the Board of SLB (formerly Schlumberger).

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Jean-Christophe Laourde: Social Environment, Human
Resources and Governance: Employee representation
mandates in the Michelin Group. Member of the Chimie AURA
trade union council. Environment, Climate and Biodiversity:
active participant in the Shift Project, Time for the Planet. Memberof the Environment section of his trade union. Automotive andMobility Sector: 25 years' experience in sales, marketing anddistribution at Michelin.
Thierry Le Hénaff: International Management: Since 2006,
Chairman and CEO of Arkema, an international group (92% ofrevenue generated outside France) listed in Paris (Euronext).
Previously, numerous operational management positions at
Total. Social Environment, Human Resources andGovernance: Chairman and CEO of Arkema (international groupwith over 21,000 employees in more than 55 countries).
Materials: Chairman and CEO of Arkema, a group with high-level
expertiseandinnovation
capabilities
focusedonhigh–performance materials and polymers.
Monique Leroux: Finance: former CEO and Chair of the Boardof the Desjardins group (Banking and Insurance), former CFO of
the Desjardins group, former member of the Board of Directorsof S&P Global, Fellow of the Order of Chartered Professional
Accountants (CPA) of Canada and former audit partner of EY,
Chartered Accountant (CA) and Certified Management
Accountant (CMA) degrees. Social Environment, Human
Resources and Governance: Fellow of the Institute of Corporate
Directors of Canada (ICD), former Chair of the Board of
Investissement Québec and Desjardins Group, which promotes
investment in innovative sustainable development and climate
projects. Chair of the Governance and ESG Committee of BCE/
Bell. Environment, Climate and Biodiversity: member ofnumerous Canadian expert committees advising on climate
projects (advisor on Canadian industrial strategy, G7 Impact Task
Force, etc.), author of a report on the future of corporate
governance in Canada (ICD/TMX), which includes major ESG
recommendations.
Delphine Roussy: Social Environment, Human Resourcesand Governance: various employee representation mandates.
Manufacturing: professional experience at Philips and Michelin.
IT, Digital and Cyber Security: professional experience in newtechnologies (3G/4G networks, communication protocols, RFID).
Wolf-Henning Scheider: International Management: Memberof the Executive Committee of Partners Group AG, former CEO
of ZF group and Mahle, former senior executive at Bosch.

Manufacturing: former CEO of ZF and Mahle, former senior
executive at Bosch. Automotive and Mobility sector: former
CEO of international automotive sector companies and former
member of the Board of VDA (German automotive industry
association).
Jean-Michel Severino: Finance: former director at the World
Bank, former CEO of the French Development Agency (AFD),
manager of investment funds in Africa and Asia, former Chairman
and CEO of Investisseurs et Partenaires, former Chairman of theBoard of Ecobank International. Social Environment, Human
Resources and Governance: Director of Phitrust Impact
Investors, former Senior Independent Director of Danone andformer Chairman of its Governance and Compensation
Committee, former member of the Governance Committee of
Orange. Environment, Climate and Biodiversity: at the French
Development Agency (AFD), management of investments in the
renewable energy, water and green and inclusive growth sectors;
participation in numerous expert groups on these subjects at theWorld Bank; member of the Investment Committee of Energy
Access Ventures (an African green energy fund); Chairman ofVeolia's Critical Friends Committee (set up to consider the Veolia
group's exposure to environmental and social risks).
Subject to their election by the Annual Shareholders Meeting of
May 17, 2024 (and as from that date):
Catherine Soubie: International Management: former Deputy
CEO of Rallye, former Managing Director and Head of Investment
Banking at Barclays France & Benelux. Finance:
22 years' experience in the finance sector, including Financial
Affairs Manager at Lazard, Managing Director at Morgan Stanley
and Managing Director, Head of Investment Banking for France,
Belgium & Luxembourg at Barclays. Social Environment,
Human Resources and Governance: CEO of Arfilia (information,
consulting and business services) for the past eight years,
member of Clariane's Compensation and Appointments
Committee.
Pascal Vinet: International Management: Executive Vice
President of the Air Liquide Group, overseeing Group Safety &Industrial Systems, Manufacturing: former CEO of Airgas(Air Liquide's Industrial Merchant and Healthcare business lines in
the United States) and former Executive Vice President
overseeing Air Liquide’s Europe Industries hub, the Africa/Middle
East/India hub and Industrial Merchant World business line.
Materials: former Vice-President for Research & Development at
Air Liquide.

Gender balance on management bodies(1)As for all corporate social responsibility issues, the CSR
Committee reviews the Group's policies and ambitions in termsof diversity and inclusion.
The Michelin Group has launched a certain number of initiatives
to make all positions accessible to women and ensure genderwage parity. Concerning women managers, the Michelin Group
has launched specific action plans in each of its host regions, withthe aim of raising the proportion of women managers to 35% by2030, and the proportion of women in Top Management
positions to 35% by 2030. The strategy to achieve these targets is
described in the section on the inclusive culture of diversity andthe fight against discrimination, included in the Sustainable
Development and Mobility Report (section 4.1.2.2 b) of the 2023
Universal Registration Document). Its implementation led tomeasures to rebalance the membership of the Group's
management bodies, including the Executive Committee, whichcurrently comprises nine members, four of which are women.

(1) The reporting scope for this information extends beyond the Company, which has fewer than five employees (none of whom are corporate officers).

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Information about Supervisory Board members
Detailed information about each of the Supervisory Board members is presented below.

BARBARA DALIBARD
Non-independent member of the Supervisory Board
Chair of the Supervisory Board

URD 2021_Barbara Dalibard_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchBarbara Dalibard was Chief Executive Officer of SITA, the world's leading specialist in air transport
communications and information technology, from 2016 to 2021.

Born in 1958
Business address:
Michelin
112, avenue Kléber
75016 Paris
FranceShe is a graduate of École Normale Supérieure, where she qualified to lecture in mathematics, a graduate of
École Nationale Supérieure des Télécommunications (ENST) and an honorary Corps des Mines engineer.
After beginning her career at France Télécom group, Ms. Dalibard became the chair of Alcanet International, asubsidiary of the Alcatel group, in 1998. She was then responsible for the France division of the Alcatel CIT group.
In 2003, she joined the Executive Committee of the Orange group and was the Chief Executive Officer of Orange
Business Services, a business located in 220 countries and regions.

May 16, 2008

Ms. Dalibard joined SNCF in 2010 and was appointed Chief Executive Officer of SNCF Voyage (the TGV, Eurostar,
Thalys businesses, etc.), then SNCF Voyageurs, which includes all of the group's passenger activities. She
launched OUIGO, the first low-cost TGV, and the Ouibus long-distance coach subsidiary.

Current term expires:

Ms. Dalibard is an Officer of the Légion d'honneur, Officer of the Ordre du mérite and Doctor Honoris Causa of
École Polytechnique de Montréal.

First elected:

2027 (Annual
Shareholders Meeting
called to approve the2026 financial
statements)
Number of shares heldat December 31, 2023:
2,740

3

EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Director on the Supervisory Committee of Castillon
 Member of the Board of Directors and Chair of the Nomination and Governance Committee of Rexel
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Chief Executive Officer of SITA (until December 2021)
 Non-voting member then Director on the Supervisory Committee of Castillon (since July 2021)
 Member of the Board of Directors of Rexel (appointed in December 2021)
 Chair of Rexel's Nomination and Governance Committee (since September 2023)

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JEAN-PIERRE DUPRIEU
Independent member of the Supervisory Board
Chairman of the Compensation and Appointments Committee

URD 2021_Jean-Pierre Duprieu_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchJean-Pierre Duprieu was previously Executive Vice President of the Air Liquide group(1) from 2011 to 2016.

Born in 1952

Between 2010 and 2016, he was a member of Air Liquide's Executive Management team, in charge ofsupervising the group's European and Healthcare activities as well as corporate functions, including information
systems and Efficiency/Purchasing programs.

Business address:
Michelin
112, avenue Kléber
75016 Paris
FranceFirst elected:
May 17, 2013

He is currently Chairman of the Board of Directors of Clariane(1), Director of the SEB group(1) and member of theSupervisory Board of Dehon S.A.S.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Chairman of the Board of Directors of Clariane(1)Current term expires: Independent Director and Chairman of the Governance and Compensation Committee of the SEB group(1)2024 (Annual
Shareholders Meeting
called to approve the2023 financial
statements)

 Independent member of the Supervisory Board of Dehon S.A.S.

Number of shares heldat December 31, 2023:
2,040

OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Independent Director of the Korian group(1), Chairman of the Compensation and Appointments Committee
and member of the Audit Committee (until September 2020)
 Chairman of the Board of Directors of Clariane(1) Independent Director and Chairman of the Governance and Compensation Committee of the SEB group(1) Independent member of the Supervisory Board of Dehon S.A.S.

(1) Listed company.

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ARUNA JAYANTHI
Independent member of the Supervisory Board
Member of the Audit Committee

URD 2021_Aruna Jayanthi_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

IndianFrom 2011 until the end of 2015, Aruna Jayanthi was Chief Executive Officer of Capgemini India, responsible foroverseeing all of the Capgemini group's operations in India, covering Consulting, Technology and Outsourcing
Services provided by some 50,000 employees.

Born in 1962
Business address:
Michelin
112, avenue Kléber
75016 Paris
FranceIn 2016, she was appointed to lead a new Business Services Unit. In 2018, she was appointed to lead
Capgemini's operations in the Asia-Pacific and Latin America regions, before becoming Managing Director ofthese Business Units. In 2022, she was named Head of Capgemini Latin America and Canada. She is a memberof the Group Executive Committee.

First elected:

After obtaining a Master's degree in finance management from the Narsee Monjee Institute of Management
Studies in Mumbai, Ms. Jayanthi held various IT services positions between 1984 and 2000 (including at clients'
offices in Europe and the United States), with Tata Consulting Services, Aptech and other companies.

May 22, 2015

She joined the Capgemini group(1) in 2000.

Current term expires:
2027 (Annual
Shareholders Meeting
called to approve the2026 financial
statements)

3

EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Director of Equation Capital Partners LLP

Number of shares heldat December 31, 2023:

 Director of the following Capgemini group(1) companies: Capgemini Technology Services India Limited,
Capgemini Brasil Ltda, Capgemini Business Services Guatemala S.A, Capgemini Mexico – S.DE R.L DE C.V,
Capgemini Canada Inc., Gestion Capgemini Québec Inc. (Canada), Capgemini Solutions Canada Inc.

1,600

OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Director of Chappuis Halder Inc. (Canada) (until December 2022)
 Director of Equation Capital Partners LLP Director of the following Capgemini group(1) companies: Capgemini Norge AS (until May 2019), Director andChair of the Board of Directors of Capgemini Sverige AB (until June 2019), Director and Chair of theSupervisory Board of Capgemini Polska Sp.z o.o. (until August 2019), Capgemini Australia Pty Limited (until
June 2021), Capgemini Hong-Kong Ltd (until December 2021), Capgemini Business Services (China) Limited(until December 2021), Capgemini Asia Pacific Pte Limited (until December 2021), Capgemini (Hangzhou) Co.
Ltd (until December 2021), Capgemini Saudi Limited (until March 2022), Solcen Technologies Private Limited(until April 2022), Capgemini Technology Services India Limited, Capgemini Brasil Ltda, Capgemini Business
Services Guatemala S.A, Capgemini Mexico - S. DE R.L DE C.V, Capgemini Canada Inc.(2022), Gestion
Capgemini Québec Inc. (Canada) (2022), Capgemini Solutions Canada Inc.(2022)(1) Listed company.

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ANNE-SOPHIE DE LA BIGNE
Independent member of the Supervisory Board
Member of the Compensation and Appointments Committee
Member of the Corporate Social Responsibility Committee
URD 2021_Anne-Sophie de la Bigne_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchSince 2008, Anne-Sophie de La Bigne has been Vice President in charge of Civil Affairs in the Public Affairs
Division, France, at the Airbus group(1).

Born in 1960
Business address:
Airbus42, avenue
Raymond Poincaré
75116 Paris
FranceFirst elected:
May 17, 2013
Current term expires:
2024 (Annual
Shareholders Meeting
called to approve the2023 financial
statements)

Anne-Sophie de La Bigne began her career in 1983 as a financial controller with the Matra group before joining
the Strategy & Business Development Department of the Lagardère group, where she worked from 1985 to1999.
She subsequently became Head of the Strategic Analysis Department at Aerospatiale Matra/EADS, a position sheheld until 2001.
Between 2001 and 2006, she served as Vice President, Strategy and European Affairs, at Groupement desIndustries Françaises Aéronautiques et Spatiales (GIFAS).
From 2006 to 2007, she was responsible for international corporate relations in the EADS' Public Affairs Division.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Member of the Board of Directors of SIAE S.A.
 Member of the Board of Directors of APAVE and member of the Audit Committee
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS

Number of shares heldat December 31, 2023:

2019-2023

3,612

 Member of the Board of Directors of APAVE and member of the Audit Committee

 Member of the Board of Directors of SIAE S.A.

(1) Listed company.

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PATRICK DE LA CHEVARDIÈRE
Independent member of the Supervisory Board
Chairman of the Audit Committee

URD 2021_Patrick de la Chevardière_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchPatrick de La Chevardière is currently a director of Schlumberger(1) and until July 2019 was the Chief Financial
Officer and a member of the Executive Committee of the Total group(1), where he spent his entire career.

Born in 1957
Business address:
Michelin
112, avenue Kléber
75016 Paris
FranceFirst elected:
June 23, 2020
Current term expires:
2024 (Annual
Shareholders Meeting
called to approve the2023 financial
statements)

Patrick de La Chevardière is a graduate of École Centrale. He began his career as a drilling engineer in the
Exploration and Production Division (1982-1989), before joining the Finance Department (1989-1995). He
subsequently served as head of the Operations and Subsidiaries Division (1995-2000), Asia Director in the
Refining and Marketing Division (2000-2003), Deputy Chief Financial Officer (2003-2008) and member of theManagement Committee (2005), and Chief Financial Officer and member of the Executive Committee (from2008).

3

EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
Director of SLB(1) (formerly Schlumberger)
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
Director of SLB(1) (formerly Schlumberger)

Number of shares heldat December 31, 2023:
1,600(1) Listed company.

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JEAN-CHRISTOPHE LAOURDE
Non-independent member of the Supervisory Board representing employees (non-executive)
Member of the Corporate Social Responsibility Committee

URD 2021_Jean-Christophe Laourde_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchJean-Christophe Laourde is an employee of Manufacture Française des Pneumatiques Michelin, where he is aservice designer in the Road Transportation Services & Solutions marketing department. He began his careerwith the Michelin Group in 1998 and held a variety of positions in sales in France, before becoming Forecast
Manager for Supply Chain Europe.

Born in 1975
Business address:
Compagnie Générale desÉtablissements Michelin
23, place desCarmes‑Déchaux
63000 Clermont-FerrandFranceFirst elected:
December 14, 2020
Current term expires:
2024 (Annual
Shareholders Meeting
called to approve the2023 financial
statements)

He has also held positions in Distribution Development Management for France and in Benelux.
In addition, he served as the central union representative for the CFE-CGC at Michelin in France between 2016
and 2020.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
None
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
None

Number of shares heldat December 31, 2023:
400

_92

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

THIERRY LE HÉNAFF
Independent member of the Supervisory Board
Senior Independent Member of the Supervisory Board
Member of the Compensation and Appointments Committee
URD 2021_Thierry le Henaff_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchThierry Le Hénaff is currently Chairman and Chief Executive Officer of Arkema(1).

Born in 1963

After starting his career with Peat Marwick Consultants, in 1992 he joined Bostik, Total's Adhesives Division,
where he held a number of operational positions in France and worldwide. In July 2001, he was appointed
Chairman and Chief Executive Officer of Bostik Findley, the new entity resulting from the merger of Total S.A.'s
and Elf Atochem's Adhesives divisions. On January 1, 2003, he joined Atofina's Executive Committee, withresponsibility for three divisions (Agrochemicals, Fertilizers and Thiochemicals) as well as three corporate
departments. Then, in 2004, he joined the Executive Committee of the Total group(1). He was named Chairman
and Chief Executive Officer of Arkema on March 6, 2006. He has sat on the Board of Directors of the École
Polytechnique Foundation since 2016.

Business address:
Arkema420, rue d’Estienned’Orves
92700 Colombes
FranceFirst elected:
May 18, 2018
Current term expires:
2026 (Annual
Shareholders Meeting
called to approve the2025 financial
statements)

3

Thierry Le Hénaff holds engineering degrees from École Polytechnique and École Nationale des Ponts et
Chaussées, and a Master's degree in Industrial Management from Stanford University in the United States. He
holds the titles of Chevalier de l'Ordre national du mérite and Chevalier de l’Ordre national de la Légion d’honneur.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Chairman and Chief Executive Officer of Arkema(1) Chairman of the Board of Directors of Arkema France

Number of shares heldat December 31, 2023:

OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS

1,600

 Chairman and Chief Executive Officer of Arkema(1)2019 -2023
 Chairman of the Board of Directors of Arkema France(1) Listed company.

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

MONIQUE LEROUXIndependent member of the Supervisory Board
Chair of the Corporate Social Responsibility Committee
Member of the Audit Committee
URD 2021_Monique Leroux_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

CanadianCompanion of the Canadian Business Hall of Fame and Investment Industry Hall of Fame, Monique Leroux is acompany director. She sits on the Boards of Directors of Bell (BCE)(1) and Couche-Tard (ATD)(1). She contributes tothese boards and committees her wide-ranging experience, acquired for example as an audit partner of EY(Canada) and as Chair of the Board and Chief Executive Officer of Mouvement Desjardins from 2008 to 2016.

Born in 1954
Business address:
Michelin
112, avenue Kléber
75016 Paris
FranceFirst elected:
October 1, 2015
Current term expires:
2026 (Annual
Shareholders Meeting
called to approve the2025 financial
statements)
Number of shares heldat December 31, 2023:
4,000

Monique Leroux is a member of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier de la
Légion d’honneur (France) and a recipient of a Woodrow Wilson Award (United States). She has been inducted asa Fellow of the Canadian Order of Certified Public Accountants and Fellow of the Canadian Institute of Corporate
Directors, and has been awarded honorary doctorates from ten Canadian universities in recognition of her
contribution to the business sector and also to the community.
Monique Leroux chaired Canada's National Industrial Strategy Board in 2020 as part of a special mandate on
economic recovery, and also chaired the Board of Directors of Investissement Québec from 2016 to 2020. She
also served as a member of the Board of Directors of S&P Global from 2016 to 2022.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
 Member of the Board of Directors of Couche-Tard(1) Member of the Board of Directors and Chair of the Governance Committee of Bell/BCE(1) Other private and community activities:– Member of Lallemand and Lhoist (privately owned companies)
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Chair of the Board of Directors of Investissement Québec (until July 2020)
 Member of the Board of Directors of S&P Global(1) (until May 2022)
 Member of the Board of Directors of Couche-Tard(1) Member of the Board of Directors and Chair of the Governance Committee of Bell/BCE(1) Other private and community activities:– Part-time (non-executive) advisor to Fiera Capital (until June 2023)– Member of Lallemand and Lhoist (privately owned companies)(1) Listed company.

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

DELPHINE ROUSSY
Non-independent member of the Supervisory Board representing employees (non-executive)
Member of the Compensation and Appointments Committee

URD 2021_Delphine Roussy_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchDelphine Roussy is an employee of Manufacture Française des Pneumatiques Michelin, where she is Deputy
Director in charge of Acquisitions & Integrations within the Corporate Planning, Prevention, Protection
Department.

Born in 1982
Business address:
Compagnie Générale desÉtablissements Michelin
23, place desCarmes‑Déchaux
63000 Clermont-FerrandFranceFirst elected:
December 14, 2020
Current term expires:

She is a graduate of Supélec and the Georgia Institute of Technology in Atlanta. In 2011, she joined the Michelin
Group after having had several positions in the field of intellectual property.
She was a member of the CFDT trade union's advisory delegation to the Regional Economic, Social andEnvironmental Council (CESER) for the Auvergne-Rhône-Alpes region from 2018 to 2020 and represented the
CFDT within the Michelin organization in various capacities (employee representative, member of the Committee
on Health, Safety & Working Conditions, trade union representative) between 2014 and 2020.
She has followed the “Certified Corporate Director” training program organized by Sciences Po and Institut
Français des Administrateurs.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.

2024 (Annual
Shareholders Meeting
called to approve the2023 financial
statements)

DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023_________

2019-2023

Number of shares heldat December 31, 2023:

3

None
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS

None

586

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

WOLF-HENNING SCHEIDER
Independent member of the Supervisory Board
Member of the Audit Committee

URD 2021_Wolf Henning Scheider_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

GermanSince 2023, Wolf-Henning Scheider has been a member of the Executive Committee of Partners Group AG,
responsible for private placements.

Born in 1962
Business address:
Michelin
112, avenue Kléber,75016 Paris
FranceFirst elected:
May 21, 2021
Current term expires:

He studied at Saarbruck University and RWTH Aachen University, graduating in Business Administration andEconomics. He began his career with the Bosch group, holding various management positions in Germany andseveral other countries, including France where he spent over four years. Between 2010 and 2015, he served asa member of the Executive Committee of Robert Bosch GmbH, with overall responsibility for the Automotive
group, OEM sales, and Group Sales and Marketing. From 2015 to 2018, he was Chief Executive Officer of theMahle group. Wolf-Henning Scheider was Chairman of the Board of Management and Chief Executive Officer of
ZF Friedrichshafen AG (ZF group), a German group that is a global leader in automotive, transportation andmobility technologies, from 2018 to early 2023.
EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.

2025 (Annual
Shareholders Meeting
called to approve the2024 financial
statements)

DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023

Number of shares heldat December 31, 2023:

 Member of the Board of Directors of VDA German Association of the Automotive Industry (until November
2022)

1,600

 Chairman of the Board of Management and Chief Executive Officer of ZF (until January 2023)

 Member of the Executive Committee of Partners Group AG (Switzerland)
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023

 Member of the Executive Committee of Partners Group AG (Switzerland) (since January 2023)(1) Listed company.

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

JEAN-MICHEL SEVERINO
Independent member of the Supervisory Board
Member of the Corporate Social Responsibility Committee

URD 2021_Jean-Michel Severino_NB.jpg

Nationality:

BIOGRAPHICAL DETAILS – PROFESSIONAL EXPERIENCE

FrenchJean-Michel Severino is a former student of École Nationale d'Administration. He graduated from ESCP Business
School and Institut d'Études Politiques in Paris, and has a Master's degree in economics and a bachelor's in law.
He is a member of the General Inspectorate of Finance and was a development director at the French Ministryof Cooperation and Development, Vice-President East Asia at the World Bank and Chief Executive Officer at the
French Development Agency.

Born in 1957
Business address:
Investisseurs etPartenaires
9, rue Notre Dame desVictoires
75002 Paris
FranceFirst elected:

He is Chairman of the Supervisory Board of Investisseurs et Partenaires (I&P), a fund management teamspecializing in financing for African SMEs.
He is also a Senior Fellow at the Foundation for Studies and Research on International Development (FERDI) anda member of the French Academy of Technologies.

3

EXPERTISE
See the tables and comments presenting the expertise of Supervisory Board members, at the beginning ofsection 3.1.3.3.

November 12, 2020
DIRECTORSHIPS AND OTHER POSITIONS HELD AT DECEMBER 31, 2023
Current term expires: Chairman of the Board of Directors of IPAE

2026 (Annual
Shareholders Meeting
called to approve the2025 financial
statements)

 Director of I&P Gestion

Number of shares heldat December 31, 2023:
1,600

 Director of Phitrust Impact Investors
 Chairman of Emergences Développement Chief Executive Officer and Chairman of the Supervisory Board of Investisseurs et Partenaires (I&P)
OTHER DIRECTORSHIPS AND POSITIONS HELD IN THE LAST FIVE YEARS
2019-2023
 Chairman of the Board of Directors of EBI SA (until April 2021)
 Manager of Investisseurs et Partenaires (I&P) (until October 2021) then Chairman of the Supervisory Board Director of Adenia Partners (Mauritius) (until December 2021)
 Manager of I&P SARL and I&P Conseil (until December 2021)
 Senior Independent Director and Chairman of the Governance Committee of Danone SA(1) (until April 2022)
 Director and member of the Audit Committee of Orange SA(1) (until May 2023)
 Chairman of the Board of Directors of IPAE Director of I&P Gestion Director of Phitrust Impact Investors
 Chairman of Emergences Développement(1) Listed company.

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies

3.1.4 Interactions between the various governance structures
The shared objective of all members of the Company's
governance, i.e., the Non-Managing General Partner (SAGES), theManagers and the Supervisory Board, is to ensure harmonious
and efficient interactions in the interest of the Group and its
shareholders. This implies that tasks and responsibilities are

distributed among members in a manner that complies with theCompany's Bylaws and the recommendations in the AFEP/MEDEF Code as applicable to partnerships limited by shares. It isin this vein that the participants in the governance system agreed
upon the following:

Succession process
In accordance with the Company's Bylaws, each Manager isappointed for an initial term of four years by the Shareholders
Meeting on the proposal of the Non-Managing General Partner(SAGES), made after consulting the Supervisory Board. Theirappointment is subsequently renewable by decision of SAGES,
with the Supervisory Board's agreement.

● the Supervisory Board, which oversees the work of theCompensation and Appointments Committee in reviewing
the Executive Committee succession plans drawn up by theManagers, presents the results of the review to SAGES
between 12 and 18 months before the start of the process
and ensures that the plans cover diverse profiles;● the Manager succession process is led by SAGES, which
formally consults the Supervisory Board concerning its
proposals. A candidate selection process is submitted by
SAGES to the Managing Chairman and Managing General
Partner and to the Supervisory Board, presenting thedifferent selection phases, the selection criteria and an
overview of the various internal and external candidates;● SAGES, the Managing Chairman and Managing General
Partner and the Supervisory Board agree on the selection
criteria for a future Manager and a recruitment firm isselected by SAGES from a list drawn up by mutual
agreement, to support each step of the process.

Compensation process● Compensation policy:
●

●

●

●

_98

at the start of each financial year, the Managers present
proposals to the Compensation and Appointments
Committee concerning the performance criteria and targets
to be used to determine their annual and long-term
variable compensation (performance shares). After
discussing the presentation with the Managers, theCommittee analyzes these proposals and examines all thecomponents of the Managers' compensation, taking into
account the compensation and employment conditions ofMichelin employees, the practices of other CAC 40
companies and relevant benchmarks;

compensation components concerning him; said
agreement and decision taking into account and integrating
the performance criteria and annual variable
compensation objectives set by the Supervisory Board, after
consultation and deliberation by the latter;●●

the Compensation and Appointments Committee shares its
conclusions with the Non-Managing General Partner(SAGES) and presents its recommendations to theSupervisory Board;
the Supervisory Board discusses the recommendations of
the Compensation and Appointments Committee, anddecides on the criteria and objectives to be used todetermine the annual and long-term variable compensationof the Managers for the current fiscal year;
the General Partners then meet to set the compensation
policy for the Managers for the current year and toformalize, subject to adoption by the Ordinary Shareholders
Meeting of the corresponding resolutions (i) for theManaging General Partner, by way of an agreement
between the General Partners, the portion of the earnings
for the current year that may be allocated to the Managing
General Partner as annual variable compensation within thelimits set by the Bylaws, and (ii) for the General Manager, by
way of a decision of the General Partners, the annual●

the Managing Chairman, after confirming the approval of
the Non-Managing General Partner (SAGES), submits thecorresponding draft resolutions to the Ordinary
Shareholders Meeting under the conditions set out in theapplicable regulations;once the compensation policy has been approved by theOrdinary Shareholders Meeting, (i) for the Managing
General Partner, the General Partners sign an agreement
determining the share of consolidated net income
attributable to the Managing General Partner after
application of the criteria and objectives for determining hisannual variable compensation, and (ii) for the General
Manager, the General Partners sign the decision concerning
his annual compensation, including the definition of thecriteria and objectives applied to determine his annual
variable compensation;in the second half of the year, during the process todetermine the performance shares to be granted to
employees of Group companies, the Supervisory Board
decides on the conditions, criteria and objectives to be
applied for the granting of performance shares to theManagers by decision of the General Partners. The
Supervisory Board's decision takes into account theCompany's compensation policy and the authorization
given by the Shareholders Meeting, in compliance with theapplicable regulations.

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CORPORATE GOVERNANCE REPORT
Administrative, management and supervisory bodies● Performance assessment:
●

●

●

●

at each year-end, the Managers report to theCompensation and Appointments Committee on theachievement of prior-year objectives used to determine
their annual and long-term variable compensation, withperformance in relation to quantitative financial criteria(1)reviewed by the Statutory Auditors;
the Compensation and Appointments Committee analyzes
the performance data, shares its conclusions with theNon‑Managing General Partner (SAGES) and presents its
recommendations to the Supervisory Board;
the Supervisory Board then discusses the results of theCompensation and Appointments Committee's analysis ofactual performance in relation to objectives and theCommittee's recommendations;●

the Managing Chairman submits the compensation
components and the corresponding proposed resolutions
to the Ordinary Shareholders Meeting and also seeks theapproval of the Non-Managing General Partner (SAGES), incompliance with the applicable regulations and according to
the specified procedure;
once the compensation components have been approvedby the Ordinary Shareholders Meeting, the variable
compensation components are paid or delivered to theManagers, with the Managing General Partner's annual
variable compensation deducted from his share of
consolidated net income attributable to the General
Partners in accordance with the Company's bylaws.

3

3.1.5 Statements
The Managers and the members of the Supervisory Board do nothave any close family ties.
To the best of the Company's knowledge, neither Michelin's
Managers nor any Supervisory Board member has, in the past
five years, been (i) convicted of fraud, (ii) associated with abankruptcy, receivership or liquidation, (iii) the subject of any
official public incrimination and/or sanctions by statutory or
regulatory authorities (including designated professional bodies)or disqualified by a court from acting as a member of theadministrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of any
issuer.
No Supervisory Board member and neither of Michelin's
Managers has a service contract with the Company or any of its
subsidiaries.

There are no:● arrangements or understandings with major shareholders,customers, suppliers or others, pursuant to which they wereselected as a Manager or as a member of the Supervisory
Board;● conflicts of interest between the duties to the Company of
the Managers and their private interests and/or other duties;● conflicts of interest between the duties to the Company of
the Supervisory Board members and their private interests
and/or other duties(2);● restrictions accepted by these persons on the disposal of
their Michelin shares within a certain period of time, except
for those resulting from market abuse regulations and thespecific rules applicable to the Managers.

(1) Including net income, segment operating income, structural free cash flow, sales growth excluding tires and distribution, and full 2023 ROCE.
(2) See detailed disclosures below in section 3.2.6 of this Universal Registration Document.

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

3.2

SUPERVISORY BOARD PRACTICES –ACTIVITIES IN 2023

3.2.1 General activities
In addition to the six meetings initially scheduled, the Board held
three further meetings in 2023, primarily to review progress oncertain significant projects.
The issues examined by the Supervisory Board - based onpresentations by the Managers or by members of the entities
concerned - were as follows:● Update on the Group's business and financial position:
●

●
●

●

quarterly financial information, interim and annual results,
scorecards,
corresponding
press
releasesandrecommended dividend; in particular, the Board examinedthe 2022 financial statements at its February 10, 2023
meeting,
internal control and risk management,●

strategy seminar (several meetings): detailed business
review focused on each of the three main strategic
objectives, acquisition projections, 2030 strategic plan,social and people aspects, including training initiatives toprepare employees for the transformation of theirprofessions,industrial strategy, including the net zero roadmap (“0 CO2”),●

strategies and opportunities in the electric vehicle market,●

perception of Michelin by the financial markets;● Corporate officers' compensation:●

Supervisory Board members' independence,●

assessment of Supervisory Board practices,●

preparation of the Corporate Governance Report and theAnnual Shareholders Meeting● Shareholder dialog:●●

during the annual Governance Roadshow organized withthe main investors, presentation of Michelin’s governanceand discussion of the social, societal and environmental
challenges(1),at the Annual Shareholders Meeting, presentation on
climate issues, in addition to the Managers’ presentation of
the Group's climate strategy and the main initiatives andachievements in this area;● reports of the Audit Committee, Compensation andAppointments Committee and CSR Committee;

digital transformations;●●review of candidates standing for re-election to theSupervisory Board,●acquisitions in progress and M&A monitoring (several
meetings),● Strategic overview:●●

results of the performance criteria used to determine theManagers' variable compensation for 2022,
2023 variable compensation criteria and performance
objectives and performance share plan criteria;

Part of each Supervisory Board meeting took place behind closed
doors, without the Managers being present.
In addition, the independent members of the Board held anexecutive session.
During the year, the Chair of the Supervisory Board continued to:● coordinate and lead the work of the Board, especially its
Bylaws activities;● actively participate in the Company’s governance, inparticular:●●● Group compensation policies;● Manager succession plan: ongoing planning process
proposed with the Chairman of the Non-Managing General
Partner (SAGES), within the framework described in
section 3.1.4 of this report;●

through continuous contact and regular meetings with theManagers, as well as with the Non-Managing General
Partner (SAGES) and its representatives, to ensure seamlessgovernance,by regularly proposing and implementing betterinteractions, drawing on her or his experience and the
proposals resulting from periodic assessments ofSupervisory Board practices,by talking directly to investors about the characteristics ofMichelin's governance during governance roadshows.

● Membership and practices of the Supervisory Board and its
Committees:(1) Available from the Group's website www.michelin.com.

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

3.2.2 Supervisory Board members’ attendance rates
The Supervisory Board met nine times in 2023 - on February 10, April 17, April 25, May 12, May 26, July 25, October 9-10, October 23 andDecember 15.
With one exception, all of the scheduled meetings were full-day events, with one meeting lasting two days (including visits by Board
members to Group facilities in Eastern Europe).
The Chair of the Supervisory Board and the Chairman of the Compensation and Appointments Committee ensure that Board members
comply with their commitments in terms of availability to carry out their duties under the best possible conditions.
The overall attendance rate at Board and Committee meetings was 100% (excluding the Board meetings of April 17, May 12 and May 26,
which were not scheduled at the beginning of the year).
The attendance rates at Board and Committee meetings of the individual Board members are presented in the table below:
Participation at meetings scheduled in 2023(1)Corporate Social
Compensation andAppointments Committee Responsibility Committee

Supervisory
Board

Audit Committee

Barbara Dalibard

100%

N/A

N/A

N/A

Jean-Pierre Duprieu

100%

N/A

100%

N/A

Supervisory Board members

Aruna Jayanthi

100%

100%

N/A

N/A

Anne-Sophie de La Bigne

100%

N/A

100%

100%

Patrick de La Chevardière

100%

100%

N/A

N/A

Jean-Christophe Laourde

100%

N/A

N/A

100%

Thierry Le Hénaff

100%

N/A

100%

N/A

Monique Leroux

100%

100%

N/A

100%

Delphine Roussy

100%

N/A

100%

N/A

Wolf-Henning Scheider

100%

100%

N/A

N/A

Jean-Michel Severino

100%

N/A

N/A

100%

3

(1) Excluding unscheduled meetings (three Board meetings, two Audit Committee meetings and one Corporate Social Responsibility Committee meeting).

3.2.3 Training for Supervisory Board members
As part of its training policy for Supervisory Board members,
during the year the Company once again organized a special
training program on the Group's operations. The program gave
all of the Supervisory Board members an opportunity to acquireor refresh their hands-on insight into how Michelin's various
businesses are run.
Board members also attended a training session on the main
regulations governing CSR commitments and reporting. The
training was provided by the Independent Third-Party Body (ITB)
responsible for auditing the Non-Financial Statement. It focused
mainly on the challenges created by these regulations and their
future direction, the key issues and points of attention for Boardsof Directors and Supervisory Boards – particularly with regard to
the Corporate Sustainability Reporting Directive (CSRD), theEuropean Sustainability Reporting Standards (ESRS) and theEuropean Taxonomy – and the practical implications for Michelin.

strategic areas, such as flexible composites, medical applications
and hydrogen membranes. These presentations were given by
the Group's main R&D managers.
The Board members also paid a two-day visit to a multi-activitysite in Central Europe, accompanied by the Regional Director andthe Shared Service Center Director. During the visit, they heard apresentation on the region’s characteristics, Michelin's position
and the strengths that the Shared Service Center brings to bearin the drive to achieve operational excellence in support of theGroup's “all-sustainable” strategy.
The visit was also an opportunity for the Board members to meetwith the local teams and discuss with them the site’s key projects
and the social, societal and climate-related aspects of its
activities.

The Board members visited the Group's main Research andDevelopment facility, where they heard detailed presentations on
how Michelin's distinctive tire expertise is being applied in new

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

The Board members took part in a training session on
cybercrime issues, organized by an independent firm ofspecialized consultants. The training covered cybercrime risk
awareness, a description and review of relevant defenses, andthe practical aspects of crisis management.

These topic-specific presentations, along with those made during
the year at Supervisory Board meetings by members of executive
management and their teams, are welcomed by Supervisory
Board members as a means of deepening their understanding ofactivities and implementation of the Michelin in Motion strategy.

3.2.4 Supervisory Board succession plans and preparationof proposals and recommendations for the re-electionof Supervisory Board members at the 2024 Annual
Shareholders Meeting
The Supervisory Board asked the Compensation andAppointments Committee to review the expiry dates ofincumbent members' terms.
Concerning the Supervisory Board members whose term expires
at the end of the 2024 Annual Shareholders Meeting, theCommittee's procedures and recommendations are presented in
the Supervisory Board's report on the resolutions to besubmitted to the Annual Shareholders Meeting (see section 7.2 ofthis 2023 Universal Registration Document).
The Committee members organized and systematically followed
a robust process to identify, short-list and interview potential
future candidates with the assistance of a leading executive
search firm.

Also, in accordance with its diversity policy (see section 3.1.3.3. ofthis report), the candidates notably examined by the Committee
will include incumbent Supervisory Board members withinternational experience in finance and the management ofindustrial companies. In line with best industry practices, theselection of future members gave priority to candidates who fulfill
the Supervisory Board's balance and diversity goals (in terms ofskills, geographies and gender).
The Committee also continued to implement the succession planfor Board members in preparation for future elections orre‑elections.

3.2.5 Activities of the Senior Independent Supervisory
Board Member
Although in a partnership limited by shares (société encommandite par actions), none of the Managers (who areequivalent to executive officers in a joint stock corporation) may
also serve as Chair of the Supervisory Board. The Board
nevertheless decided to create the position of Senior
Independent Member in 2017.
This role, given to an independent Board member, mainly covers
the following responsibilities specified in the Board's internal rules:● organize executive sessions among the independent
members;● chair and lead the sessions;● report on his or her activities to the Board at least once a
year;● meet with the Chair of the Board to inform him or her of allor some of the views or wishes expressed by the
independent members during executive sessions;● propose the inclusion of additional items on the agenda ofSupervisory Board meetings;● call and chair Supervisory Board meetings and set theagenda if the Chair of the Board is unable to perform thistask;
● meet with the Managing Chairman to inform him of all orsome of the views or wishes expressed by the independent
members during executive sessions, after informing the
Chair of the Supervisory Board;_102● receive information about any material comments on
governance issues made by significant shareholders andparticipate in communications with shareholders alongside
the Chair of the Supervisory Board or the Managing Chairman.
Thierry Le Hénaff has served as Senior Independent Member
since July 2020.
In 2023, Thierry Le Hénaff organized and chaired one executive
session of independent Supervisory Board members, held without
the Managers (equivalent to executive directors) being present.
The main issues discussed during this session were as follows:● the effectiveness of management’s actions to address theBoard’s comments and provide the additional information
requested by Board members;● the impact of the Board’s membership and the cohesion,
complementarity and interaction of its members on theefficiency of its practices;● the positive assessment of management's competence andthe transparency of its discussions;● the need to continue to devote significant attention to CSR
issues in the light of growing social, societal andenvironmental/climate challenges;● the positive assessment of talent management processes
and exchanges with the people concerned.
At the end of 2023, Thierry Le Hénaff reported to the Chair of theSupervisory Board and the Managing Chairman on his activities
during the year.

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

3.2.6 Review of Supervisory Board members' independence andany conflicts of interest
The Supervisory Board has chosen to refer exclusively to thecriteria listed in the AFEP/MEDEF Code for its assessment of its
members' independence. The AFEP/MEDEF Code recommends
that a majority of the members of the Supervisory Board should
be independent and without any vested interests (i.e., with norelationship of any kind whatsoever with the Company or its
management which might risk coloring the member's judgment).
The Supervisory Board's internal rules also explicitly stipulate thatits members are required to inform the Supervisory Board of any
potential or existing conflict of interest and are banned fromtaking part in the discussion and voting on the mattersconcerned.
In the first phase, the Compensation and Appointments
Committee ensures that each Supervisory Board member has
formally declared, in relation to the provisions and abstention
obligations of the Board's internal rules(1), that:● they have no close family ties with their fellow Supervisory
Board members;● they have not, in the past five years, been (i) convicted offraud, (ii) associated with a bankruptcy, receivership or
liquidation, (iii) the subject of any official public incrimination
and/or sanctions by statutory or regulatory authorities or
disqualified by a court from acting as a member of theadministrative, management or supervisory bodies of anissuer or from acting in the management or conduct of theaffairs of any issuer;● they do not have a service contract with the Company or anyof its subsidiaries(2);● they have not been selected to serve as a corporate officer
pursuant to any arrangement or agreement with a principal
shareholder, customer, supplier or other stakeholder;● to the best of their knowledge, there are no restrictions on
the disposal within a certain period of time of their Michelin
shares, except for those resulting from insider dealing rules;● to the best of their knowledge, there are no conflicts ofinterest between their obligations towards the Company intheir capacity as corporate officer and their personal
interests and/or other obligations.
Where applicable, the Committee also checks any notifications
given to the Board by its members.

In the second phase, to complete the earlier statements andobservations, the Committee:● checks that none of the Board members had been an
auditor of the Company during the past five years;● reviews the period served on the Supervisory Board bymembers since they were first elected, in particular for
members who have served on the Board for 12 or more
years;● checks that no Board member has received any variable
compensation in cash or shares or any otherperformance–based compensation from the Company or theGroup(2).
In addition, the Committee examines whether any Board
member:3● is or has been in the past five years an employee or executive
officer of the Company, or an employee or executive officer
of its parent or a company that the latter consolidates;● is an executive officer of a company in which the Company
holds a directorship, directly or indirectly, or in which an
employee appointed as such or an executive officer of theCompany (currently in office or having held such office forless than five years) is a director;● is a customer, supplier, investment banker or commercial
banker:●●that is material to the Company or a Group company, orthat depends on the Company or the Group for a significant
part of its business.

In the third phase, the Committee reviews the situation ofSupervisory Board members who may personally conduct
significant amounts of business with the Company or be involved
with undertakings that may maintain significant business relations
with the Company.
In each case, the Committee starts by examining the nature of
the Supervisory Board member's duties in the undertaking
concerned, particularly whether they hold a non-executive
position such as member of the Board of Directors or
Supervisory Board, whether they are qualified as independent bythat undertaking and whether they share any cross‑directorships
with an executive officer of the Company.
Where a Board member holds an executive or management
position, the Committee examines the nature and scope of themember's duties and, if the undertaking is a material competitor,
customer or supplier of the Company, assesses whether the
position may give rise to a conflict of interest between that
undertaking and the Company.

(1) When the Compensation and Appointments Committee assesses the independence of one of its members, that member does not take part in the Committee’s discussion and analysis
of his or her situation nor in the Supervisory Board’s decision regarding his or her independence.
(2) Excluding the Supervisory Board members representing employees.

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In line with the Supervisory Board’s standard practice, if
information that is considered sensitive for both Michelin and theundertaking concerned is presented to the Supervisory Board,
the Board member concerned steps aside during thecommunication and discussion of said information and therelated decision, in line with the Board's internal rules.
When considered necessary, the Committee reviews theconclusions of the analysis of individual situations based on (i) thetype of relationship that exists between the Company and theundertaking concerned and (ii) the amounts represented byfinancial transactions between the Company and theundertaking, applying different materiality thresholds dependingon the type of relationship (revenues in relation to consolidated
revenues, purchase volumes, etc.).
The Compensation and Appointments Committee conducted an
independence review in early 2024. Its conclusions were
presented to the Supervisory Board, which discussed and thenadopted them. The review process can be summarized asfollows.
The Committee examined the situation of Anne-Sophie de La
Bigne in light of her position with Airbus as Vice President incharge of Civil Affairs in the Public Affairs Division France. The
Committee noted that (i) Ms. de La Bigne does not hold anexecutive position at Airbus with responsibility for purchasing or
selling products or services and (ii) her area of responsibility islimited to France.
The Committee nevertheless decided to examine the volume ofbusiness conducted between Michelin and Airbus, as some of
the latter's subsidiaries purchase products and/or services fromMichelin.
Due to the structure of the aerospace markets served by theMichelin Group and the companies operating in these markets,
the Committee examined its revenues earned in 2023 from thesale of products and services not only to Airbus companies but
also to these companies' customers that own or lease aircraft.
The sales figure was then compared to the Michelin Group’s
consolidated sales for 2023.
The comparison showed that the sales in question represented avery limited part of the Group's consolidated sales in 2023.
Consequently, the Committee proposed considering thatAnne‑Sophie de La Bigne's indirect business relationship withMichelin by virtue of her position with the Airbus group was notmaterial.
The Committee also examined the business relationship between
Michelin and the Capgemini group, whose operations in Latin
America and Canada are headed by Aruna Jayanthi.

Transactions between the Capgemini group and the Michelin
Group for IT consulting services represent only a small
proportion of the Company’s purchases(1), and their contribution
to the Capgemini group's revenue is not material.
Consequently, the Committee proposed considering that Aruna
Jayanthi's indirect business relationship with Michelin by virtue ofher position with the Capgemini group was not material.
The Committee also examined the business relationship between
Michelin and Arkema, whose Chairman and Chief Executive
Officer is Thierry Le Hénaff.
Transactions between Arkema and Michelin represent only a verysmall proportion of Michelin's purchases and their contribution
to Arkema's revenue is not material.
As in the previous year, the Committee also examined a possible
conflict of interest that could result from the proximity of certain
activities of Michelin's High-Tech Materials activities with Arkema'sSpecialty Materials business. Its assessment focused onMichelin's flexible elastomer composites and Arkema's adhesives,
advanced materials and coating solutions.
After examining factors such as the businesses' respective
characteristics, their maturity, their main scopes and target
applications/markets, the Committee decided that these factors
did not lead to the conclusion that Thierry Le Hénaff waspermanently exposed to a material conflict of interests.
In any event, if information about these businesses that wasconsidered sensitive for both groups was presented to theSupervisory Board, Thierry Le Hénaff would step aside during thecommunications, discussions and decisions concerned, in linewith the Board's internal rules.
Consequently, the Committee proposed considering that Thierry
Le Hénaff's indirect business relationship with Michelin by virtueof his position with Arkema does not have a material adverse
effect on his independence and does not give rise to any material
conflict of interests.
Delphine Roussy and Jean-Christophe Laourde, Supervisory
Board members representing employees, are employees of
MFPM. The Supervisory Board considered that they could not be
qualified as independent because of the implicit requirement forthem, as Michelin employees, to demonstrate loyalty to theGroup.
The Committee analyzed the situation of Barbara Dalibard,
member of the Board of Directors of Rexel and Chair of CGEM's
Supervisory Board, based on the independence criterion related
to the period served on the Board.

(1) The choice of IT consultants is systematically based on a competitive bidding process, organized at regular intervals and managed collegially by several Michelin Group entities.

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

The Committee noted Barbara Dalibard's independent mindset,
her experience and her conspicuous participation in the work of
the Board and its Committees. These qualities were the decisive
factors in the unanimous decision by Board members to renew
her appointment as Chair of the Supervisory Board in May 2023,
following the decision by the Annual Shareholders Meeting tore–elect her as Board member, a position she has held since
May 2021.
The Committee confirmed its previous analysis and consideredthat since Barbara Dalibard had served on the Board for an
uninterrupted period of twelve years as of end-May 2020, she
could no longer be considered as independent for this reason
alone.

Having reviewed the Compensation and Appointments
Committee's analyses, the Supervisory Board ruled that all of its
members - with the exception of the members representing
employees (Delphine Roussy and Jean-Christophe Laourde), andBarbara Dalibard - are independent based on the criteria in the
AFEP/MEDEF Code. These independent members represent justunder 89% of total Supervisory Board members (excluding
employee representatives), a significantly higher proportion than
the 50% recommended in the AFEP/MEDEF Code, which statesthat half of the Board members of widely-held corporations
without controlling shareholders should be independent.

BarbaraDalibard

JeanPierre
Duprieu

Aruna
Jayanthi

Criterion 1: Supervisory
Board member
representing employees inany of the past five years

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 2: Cross
directorships

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 3: Material
business relationship

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 4: Family ties

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 5: Statutory
Auditor

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 6: More than 12
years served on the Board

✖

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criterion 7: Non-executive
Supervisory Board
member

✔

✔

✔

✔

✔

✖

✔

✔

✖

✔

✔

Criterion 8: Representativeof a major shareholder

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

Criteria(1)AnnePatrick de
JeanSophie de
La Christophe Thierry Le Monique Delphine
La Bigne Chevardière
LaourdeHénaffLerouxRoussyWolfHenning Jean-Michel
ScheiderSeverino

3(1) In this table, ✔ denotes an independence criterion that is met and ✖ denotes an independence criterion that is not met.

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3.2.7 Assessment of the Supervisory Board’s practices
In 2023, the Chair of the Supervisory Board organized aself–assessment of the Board’s practices.

● the Board's relations with the Managers, shareholders andother stakeholders;This exercise followed an earlier self-assessment carried out in
2021 and an independent assessment performed in 2022 by aleading firm of consultants with the participation of the Senior
Independent Member(1). The independent assessment included
an analysis of the conspicuous contributions of the Chairs of theBoard and its Committees and each Board member. Its results
were set out in a detailed report prepared by the Chair of theSupervisory Board and were the subject of a specific item on theagenda of the Supervisory Board meeting of February 10, 2023.

● practices of the Committees of the Supervisory Board.

The 2023 self-assessment was based on an individualquestionnaire sent to each member by the Chair of theSupervisory Board.
She also met each member individually in 2023 to take stock of
their expectations.
Issues arising from the self-assessment of the Board’s practices(2)were also discussed by the independent members during the
Executive Session organized by the Senior Independent Member
in 2023.
The following matters were covered by the 2023 self-assessment:● Supervisory Board practices;● Supervisory Board membership;● assessment of individual members' contributions, includingthat of the Chair;● experience and expertise represented on the Board;

A review of this assessment was included on the agenda of the
February 9, 2024 Supervisory Board meeting. During thismeeting, the findings were presented to the Supervisory Boardand the Managers by the Chair of the Supervisory Board. This
presentation was followed by an exchange of views and a
discussion among the Supervisory Board members.
The responses to the self-assessment questionnaire confirmed
the conclusions of the independent assessment carried out in
2022 and the observed improvements. In particular:● the respondents considered that the Board’s membership
was appropriate, and that its members’ skills and experience
were appropriate in light of the Board’s role and theCompany’s businesses;● the respondents’ assessment of the quality of the dialog
between Board members and with Group management wasvery positive, and they were also very satisfied with theinformation provided to enable the Board to carry out its
duties in the best possible conditions;● the processes for preparing succession plans and assessing
management performance were considered as robust, andrespondents welcomed the increasing attention paid to theskills needed to deploy the Group's strategy;● the respondents highlighted the need to further advance thework of the Board's Committees by examining certain topics
in more detail, and to support the increase in the CSR
Committee's activities.

(1) The results of the independent assessment are presented in the 2022 Universal Registration Document, page 99.
(2) Details of the issues discussed at this meeting are provided in section 3.2.5 of this document.

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3.2.8 Implementation of the “apply or explain” rule
In accordance with Article L. 22-10-10-4° of the French Commercial Code and paragraph 28.1 of the AFEP/MEDEF Code and thecorresponding implementation guidance, the Supervisory Board considers that it complies with the recommendations of the AFEP/MEDEF Code, as adapted to the Company's structure as a French partnership limited by shares (S.C.A.), which was adopted at the timeof its formation in 1863, except as explained below:
AFEP/MEDEF Coderecommendation
Material transactions outside
the scope of the firm's statedstrategy should be subject toprior approval by the Board of
Directors (Recommendation
1.9, first bullet point)

Explanation
This recommendation in Article 1.9 of the AFEP/MEDEF Code (first bullet point) is not directly applicablebecause of the Company's legal form as a partnership limited by shares. With this type of partnership, theManaging General Partners have unlimited personal liability and their powers are completely separate fromthose of the Supervisory Board, with the result that the Supervisory Board has no legal authority to become
involved in managing the Company.
However, to (i) ensure that the Supervisory Board exercises effective oversight of the Company's managementand (ii) adhere to the spirit of the AFEP/MEDEF recommendation, since 2011 the Company has amended its
Bylaws(1), as well as the Supervisory Board's internal rules(1).
These internal rules state that the Supervisory Board is responsible for examining investment and external
growth transactions, off-balance sheet commitments and asset disposals, and is required to issue a formal
opinion in cases where the transactions are material for the Group due to their nature or associated risks. For
this purpose, “material” means transactions representing at least €100 million, or at least €50 million in thecase of external growth transactions. This means that the Supervisory Board is automatically consulted about
all projects that are material for the Group. Moreover, as it expresses an opinion on such projects, it is clearlyable to report to shareholders thereon if appropriate.

3This approach complies with the spirit and aims of the recommendation.
Termination of employment
contract in the event of
becoming a corporate officer(Recommendation 22)

Due to their status and specific responsibilities, under the long-standing compensation policy applied toManaging General Partners, these partners cease to be covered by any employment contract that may haveexisted between them and a Group company prior to becoming Managing General Partner. This rule applies
even if they have acquired considerable seniority with the Group. Consequently, Florent Menegaux no longer
has an employment contract with the Company or any of its subsidiaries since he became Managing General
Partner of the Company.
In addition, Yves Chapot's mandate as General Manager justifies suspending his pre-existing employment
contract with a Michelin group company, for the following reasons: Yves Chapot is not the most senior executive officer (Manager); he reports to the Managing Chairman who,
according to the Company's Bylaws, defines the Managers' areas of responsibility and any restrictions on theirpowers, as well as setting their annual objectives;
 the position of General Manager is therefore similar to that of a Chief Operating Officer or a member of theManagement Board of a joint stock corporation, who are not concerned by the AFEP/MEDEF Code's
recommendation;
 Yves Chapot has acquired considerable seniority, having worked for the Michelin Group without interruption forover 32 years (since 1992);
 if Yves Chapot were to cease to be a Manager, any compensation for loss of office or non-compete indemnity
due to him would be reduced or canceled if necessary so that the total amount payable - including thetermination benefit in respect of his suspended employment contract - would not exceed his final two years'
total compensation.

(1) Available from the Group's website www.michelin.com.
Article 17 of the Bylaws states that “(...) The Supervisory Board is jointly and regularly informed about the Company's situation and the key issues listed in the
Supervisory Board's internal rules. The Supervisory Board reports to the Shareholders Meeting on the fulfillment of its duties (...)”.

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3.2.9 Audit Committee(1)4MEMBERS50%

WOMEN
MEMBERS100%

INDEPENDENCE

6

MEETINGS100%

ATTENDANCE
RATE

3.2.9.1 Members(2)The Audit Committee has at least three members appointed fortheir full term as Supervisory Board members. At least two-thirdsof the members must be independent.
The members of the Audit Committee, 50% of whom are women,
are as follows:● Aruna Jayanthi:●●● Patrick de La Chevardière, independent member andCommittee Chairman;● Aruna Jayanthi, independent member;● Monique Leroux, independent member;● Wolf-Henning Scheider, independent member.

●● Patrick de La Chevardière:●●International Management: former Asia Director in Total's
refining and distribution division;
Finance: CFO of Total for 10 years and extensive
management experience as a finance professional;
Manufacturing: varied experience in Exploration, Production
and Refining at Total, member of the Board of Directors of
SLB (ex. Schlumberger).

IT, Digital and Cyber Security: 38 years' experience in IT
services companies including Tata Consulting and Aptech,management of the Capgemini software factory in India(50,000 employees).

● Monique Leroux:

The qualifications and experience of the Audit Committee
members at December 31, 2023 have given them extensive
expertise in financial and accounting matters:●

International Management: numerous international
business management positions in the Capgemini group, inIndia, the Americas and Canada;

Finance: former CEO and Chair of the Board of theDesjardins group (Banking and Insurance), former CFO of
the Desjardins group, former member of the Board of S&P
Global, Fellow of the Order of Chartered Professional
Accountants (CPA) of Canada and former audit partner of
EY, holder of Chartered Accountant (CA) and Certified
Management Accountant (CMA) degrees.

● Wolf-Henning Scheider:●●International Management: former CEO of ZF
Friedrichshafen and Mahle, former senior executive atBosch;
Manufacturing: former CEO of ZF group and Mahle, former
senior executive at Bosch.

3.2.9.2 Role and responsibilities
The role and responsibilities of the Audit Committee aredescribed in its internal rules, available on the Group's website
www.michelin.com.
The Audit Committee assists the Supervisory Board in fulfilling its
oversight role. It operates as a specialized committee tasked withaddressing issues related to the preparation and control ofaccounting and financial information in accordance with
Article L. 823-19 of the French Commercial Code.
In 2023, the Chairman of the Audit Committee obtained
assurance that the Committee's work in 2022 and 2023 enabled

it to fulfill its remit as specified in French law and the AFEP/MEDEF
Code.
In view of the distance they may have to travel to attend meetings
and the other business commitments not only of theSupervisory Board and Audit Committee members but also of
the members of Executive Management, the Audit Committee
conducts its formal review of the annual and interim financial
statements at least a day before they are presented to theSupervisory Board.

(1) At December 31, 2023.
(2) Biographical details and other information concerning the members of this Committee of the Supervisory Board are provided in section 3.1.3.3 of this 2023 Universal Registration
Document.

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3.2.9.3 Activities in 2023
The Committee met six times in 2023, on February 8, February 9,
April 24, July 24 and December 14 (two meetings), including a
joint meeting with the CSR Committee and two unscheduled
meetings at the beginning of the year.
The overall attendance rate at scheduled meetings was 100%.
The main purpose of the meetings held in 2023 was to review:● The audited parent company financial statements, the parent
company projections prepared in accordance with Frenchlaw, and the audited consolidated financial statements for
2022, presented by the Manager and Chief Financial Officer,
the Deputy Chief Financial Officer and the Senior Vice
President, Accounting. The Committee focused on reviewing
asset impairment tests, key figures and non-recurring eventsin 2022. It noted that the audit of the accounts had gonesmoothly. The Statutory Auditors reported to the Committee
on their audit, noting that they would be issuing an
unqualified opinion, without any emphasis of matter, on boththe separate and consolidated financial statements. They
also submitted their written report to the Audit Committee.
● The interim consolidated financial statements for the six
months ended June 30, 2023 and the information on theparent company projections prepared in accordance with
French law, presented by the Manager and Chief Financial
Officer, the Deputy Chief Financial Officer and the Senior Vice
President, Accounting. The Committee performed a detailed
review of the Group's results for the first half of 2023 anddiscussed with the Statutory Auditors the nature andconclusions of their work. The Statutory Auditors reported to
the Committee on their review of the interim financial
statements for the six months ended June 30, 2023. Theirreview report did not contain any qualifications or emphasisof matter.
● The financial information for the third quarter of 2023 andrelated financial press release, presented by the Manager
and Chief Financial Officer and the Deputy Chief Financial
Officer.
● Preparation of the 2023 accounts closing, based on apresentation by the Manager and Chief Financial Officer, theDeputy Chief Financial Officer and the Senior Vice President,
Accounting.
● Risk management and internal control systems (covering
self‑assessments, controls, status of action plans, acomprehensive analysis of risks and their impacts, and the2024 action plans), presented by the Executive Vice
President, Risk Management, Internal Audit and Quality andthe Head of Internal Control.

● In early 2024, the Committee met to review the audited
parent company financial statements for 2023, the parent
company projections prepared in accordance with Frenchlaw, and the audited consolidated financial statements for
2023, presented by the Manager and Chief Financial Officer.
● The Committee's work also covered the following areas:
●

●

●

●

●

●

●

Information Systems (IS) risk management processes,
particularly cyber security risks based on an overview of the
security strategy, protective measures, awareness-raising
initiatives, ongoing deployment of dedicated organizations,policies and solutions, and data protection issues,presented by the Group’s IS Security Director;
the cost of the Group's negative externalities, such as CO2
emissions, presented by the Manager and Chief Financial
Officer and the Deputy Chief Financial Officer; thepresentation followed an initial analysis of this costpresented to the CSR Committee in 2022;
financial risk management, presented by the Deputy Chief
Financial Officer and the Corporate Financing Director, witha particular focus on liquidity, exchange rates, bankcounterparties, raw materials and energy;

3changes to the fraud risk management organization andgovernance processes, changes to the applicableguidelines, content of the fraud action plan and the resultsof investigations carried out in 2022, discussion ofsignificant cases of fraud, presented by the Group Chief
Compliance Officer;
analysis of incidents reported on the Group Ethics Hotline
in 2022, report on the activities of the Group Ethics
Committee and the 2023 action plans, presented by theGroup Chief Compliance Officer.
recent achievements and next steps in the Group's
program to transform transactional processes (stemmingfrom the Downstream OPE Program), presented by the
OPE Program Director;
comprehensive review of the risks and impacts of CSR
issues, sharing of progress on the “Adaptation to PhysicalRisks linked to Climate Change” initiative and summary of
the main actions carried out in 2022 and early 2023,
presented by the Group's Audit and Risk Management
Director and the Head of the Corporate Sustainable
Development and Impact Department at a joint session
organized with the CSR Committee.

The Chairman of the Audit Committee reported to theSupervisory Board on the Committee's work on February 10,
April 25, July 25, and December 15, 2023.

● The internal audit plan and the results of audits carried out in
2023 presented at quarterly meetings of the Committee by
the Group's Internal Audit and Risk Management Director.

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3.2.10 Compensation and Appointments Committee(1)4MEMBERS

*

50%

WOMEN
MEMBERS100%*

INDEPENDENCE

3

MEETINGS100%

ATTENDANCE
RATE

Excluding the employee representatives.

3.2.10.1 Members(2)The Compensation and Appointments Committee must
comprise at least three members (including the Chair of theCommittee) who fulfill the criteria for classification as
independent throughout their term as members of theSupervisory Board.

● Anne-Sophie de La Bigne:●

The members of the Compensation and Appointments
Committee, 50% of whom are women, are as follows:●● Jean-Pierre Duprieu, independent member and Committee
Chairman;●● Anne-Sophie de La Bigne, independent member;●● Delphine Roussy, non-independent (non-executive) member
representing employees.

●●

International Management: 20 years' experience in
executive management in charge of foreign subsidiaries
and international group activities, including 5 years based inJapan;

Automotive and Mobility sector: expertise in the aviation
sector with Airbus and GIFAS.
International Management: Chairman and CEO of Arkema
since 2006;
Social Environment, Human Resources and Governance:
Chairman and CEO of Arkema (international group withover 21,000 employees in more than 55 countries).

● Delphine Roussy:●● Jean-Pierre Duprieu:●

Manufacturing: more than 25 years' experience ofmanaging industrial companies;● Thierry Le Hénaff:● Thierry Le Hénaff, independent member and Senior
Independent Member of the Supervisory Board;

Considering their educational and professional backgrounds, allmembers of the Committee have relevant expertise in the areas
covered by the Committee's terms of reference:

Environment, Climate and Biodiversity: Chair of theenvironment working group of the French Institute of
Directors' ESG club, member of the French Foundation for
Biodiversity Research's Stakeholder Assembly;●

Social Environment, Human Resources and Governance:various employee representation mandates;
Manufacturing: Professional experience at Philips andMichelin.

Social Environment, Human Resources and Governance:
Chairman of the Board of Directors of Clariane,
independent director on the SEB Board, former Chairmanof the non-profit organization Don en Confiance.

3.2.10.2 Role and responsibilities
The role and responsibilities of the Compensation andAppointments Committee, which are described in its internal
rules available on the Group's website www.michelin.com, include
the following:● the compensation awarded to the corporate officers(Managers, the Chair of the Supervisory Board and the other
Supervisory Board members), discussed with theNon–Managing General Partner (SAGES)(3);● executive management appointments and compensation
policy;● the membership of the Supervisory Board and its
Committees, and the succession plans for their members
and Chairs.

● talent management, diversities and inclusion policy;● the policy concerning the appointment of Managers,
including career and succession plans, developed jointly with
the Non‑Managing General Partner (SAGES)(3);(1) At December 31, 2023.
(2) Biographical details and other information concerning the members of this Committee of the Supervisory Board are provided in section 3.1.3.3 of this 2023 Universal Registration
Document.
(3) As explained in section 3.1.4 above.

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3.2.10.3 Activities in 2023
The Compensation and Appointments Committee met threetimes in 2023 – on February 6, April 24 and October 23, with an
overall attendance rate of 100%.
The Committee's work mainly covered the following issues:● Manager succession plan: ongoing planning process
conducted with the Chairman of the Non-Managing General
Partner (SAGES), within the framework described in
section 3.1.4 of this report.
● Executive officers' variable compensation. At the beginning of2023, the Committee analyzed and submitted to theSupervisory Board its conclusions concerning theachievement rates for the performance criteria applicable tothe performance-based components of compensation
awarded by the Company to the Managers and the Chair of
the Supervisory Board for 2022, prior to these conclusions
being submitted to the General Partners (SAGES,
Non‑Managing General Partner, and Florent Menegaux,General Partner and Managing Chairman); thesecomponents were put to the vote and approved at theAnnual Shareholders Meeting of May 12, 2023 (8th to 10th
resolutions).
The Committee analyzed and recommended to theSupervisory Board the 2023 compensation policy for theManagers submitted to the Annual Shareholders Meeting of
May 12, 2023, which approved the corresponding resolution(6th resolution).
In early 2024, the Committee analyzed the various
components of the Managers' variable compensation andnoted the achievement rates for the applicable performance
objectives (annual, performance shares, etc.). It thenpresented its conclusions and recommendations to theSupervisory Board.
● Compensation of the Supervisory Board members. Based on
the Committee's recommendation, the Supervisory Board
examined the compensation awarded to its Chair in 2022
and decided on the compensation components to be put tothe vote at the Annual Shareholders Meeting of
May 12, 2023, which approved the corresponding
resolutions (8th and 11th resolutions).
The Committee analyzed and recommended to theSupervisory Board the 2023 compensation policy for the
Chair and members of the Supervisory Board (including
specific compensation for the duties of the Chair of theBoard), submitted to the Annual Shareholders Meeting of
May 12, 2023, which approved the corresponding resolution(7th resolution).
● Supervisory Board members' independence and any
conflicts of interest. The Committee performed its annual
review of the Supervisory Board members' independence, by
examining in particular whether there were any business
relationships between the members and the Company that
could be qualified as material(1).

● Executive management succession plan. The Compensation
and Appointments Committee of the Supervisory Board
periodically reviews the succession plans and career plans of
the Group's executive management team, the Managers andcurrent or potential future members of the Executive
Committee, in order to ensure a smooth succession to these
positions when the time comes or to deal with any crisis
situation.
To the above ends, for several years now the Compensation
and Appointments Committee, led by its Chair, and with the
Senior Independent Supervisory Board Member, has
analyzed the performance appraisals of key executives
prepared by management with the assistance of an
independent firm of consultants. The Chair of the Committee
has held very instructive discussions with these consultants.
● Talent management, diversities and inclusion. In 2023, theCompensation and Appointments Committee reviewed thechanges in the membership of the Group Executive
Committee, the talent management policy and the actionplans to promote diversity and inclusion, not only at senior
management level but also throughout the Group.

3● Supervisory Board succession plans and recommendations
concerning the proposed election/re-election of Supervisory
Board members at the Annual Shareholders Meetings of
May 12, 2023 and May 17, 2024. At the Supervisory Board's
request, the Committee reviewed the proposed re-electionsof Supervisory Board members.
A
descriptionoftheCommittee'swork
andrecommendations to the Supervisory Board is provided in:●●●section 7.2 of the 2022 Universal Registration Document(Supervisory Board's report on the proposed resolutions)for the re-elections proposed at the Annual Shareholders
Meeting of May 12, 2023;
section 7.2 of the 2023 Universal Registration Document(Supervisory Board's report on the proposed resolutions)for the elections/re-elections proposed at the Annual
Shareholders Meeting of May 17, 2024; andsection 3.2.4 of this report for the follow-up of thesuccession plan for Supervisory Board members.

● The variable compensation policy. As in prior years, theCommittee reviewed the Group's variable compensation andperformance share policies, as well as changes to thesepolicies.
The Chairman of the Committee reported to the Supervisory
Board on the Committee's work on February 10, April 25 andDecember 15, 2023.

(1) See the detailed description in section 3.2.6 of this report.

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CORPORATE GOVERNANCE REPORTSupervisory Board practices – Activities in 2023

3.2.11 Corporate Social Responsibility (CSR) Committee(1)4MEMBERS

*

50%

WOMEN
MEMBERS100%*

INDEPENDENCE

4

MEETINGS100%

ATTENDANCE
RATE

Excluding the employee representatives.

3.2.11.1 Members(2)The Corporate Social Responsibility Committee must comprise atleast three members (including the Chair of the Committee) who
fulfill the criteria for classification as independent throughout
their term as members of the Supervisory Board.
The members of the CSR Committee, 50% of whom are women,
are as follows:● Monique Leroux, independent member and Chair of theCommittee;● Anne-Sophie de La Bigne:●● Jean-Christophe Laourde:●● Anne-Sophie de La Bigne, independent member;● Jean-Christophe Laourde, non-independent (non-executive)
member representing employees;● Jean-Michel Severino, independent member.
Considering their educational and professional backgrounds, allmembers of the Committee have relevant expertise in the areas
covered by the Committee's terms of reference:●●

Social Environment, Human Resources and Governance:
Fellow of the Institute of Corporate Directors of Canada(ICD), former Chair of the Board of Investissement Québec
and Desjardins Group, which promotes investment ininnovative sustainable development and climate projects,
Chair of the Governance and ESG Committee of BCE/Bell;
Environment, Climate and Biodiversity: member ofnumerous Canadian expert committees advising on climate
projects (advisor on Canadian industrial strategy, G7 Impact
Task Force, etc.), author of a report on the future ofcorporate governance in Canada (ICD/TMX), which includes
major ESG recommendations.

Social Environment, Human Resources and Governance:
Employee representative mandates at Michelin, member of
the Chimie AURA trade union council;
Environment, Climate and Biodiversity: active participant in
the Shift Project, Time for the Planet. Member of theEnvironment section of his trade union.

● Jean-Michel Severino:●● Monique Leroux:●

Environment, Climate and Biodiversity: Chair of theenvironment working group of the French Institute of
Directors' ESG club, member of the French Foundation for
Biodiversity Research's Stakeholder Assembly.

●

Social Environment, Human Resources and Governance:
Director of Phitrust Impact Investors, former Senior
Independent Director of Danone and former Chairman of
its Governance and Compensation Committee, former
member of the Governance Committee of Orange;
Environment, Climate and Biodiversity: at the French
Development Agency (AFD), management of investments in
the renewable energy, water and green and inclusive
growth sectors; participation in numerous expert groups onthese subjects at the World Bank; member of theInvestment Committee of Energy Access Ventures (anAfrican green energy fund); Chairman of Veolia's Critical
Friends Committee (set up to consider the Veolia group's
exposure to environmental and social risks).

3.2.11.2 Role and responsibilities
The role and responsibilities of the CSR Committee are describedin its internal rules, available on the Group's website
www.michelin.com.
The Committee's remit covers the various aspects of corporatesocial responsibility and it cooperates closely with the Audit
Committee and the Compensation and Appointments

Committee on cross-committee matters that are of interest tothem. This includes working with the Audit Committee on issues
relating to the management of CSR risks and non-financial
reporting.
The CSR Committee's interaction with the other Board
Committees is described in its internal rules.

(1) At December 31, 2023.
(2) Biographical details and other information concerning the members of this Committee of the Supervisory Board are provided in section 3.1.3.3 of this 2023 Universal Registration
Document.

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3.2.11.3 Activities in 2023
The Committee met four times in 2023, on February 9, July 24
and December 14 (two meetings), including a joint meeting with
the Audit Committee and an unscheduled meeting at the
beginning of the year, with an overall attendance rate of 100%.

● Group environmental responsibility issues:●●

Presentations were generally led by the Head of the Corporate
Sustainable Development and Impact Department, with theparticipation of other unit directors or managers, mentioned
where appropriate.

●

The Committee's work mainly covered the following issues:●● Cross-committee matters:
●

●

●

●

●

●

Review of the Non-Financial Statement included in the
Universal Registration Document.
Presentation of the principles for managing the CSR aspectsof the business, which included organizing CSR governancearound five themes (Environment; Human Rights; Health,
Safety and Security; Ethics Committee; Sustainable Finance)and setting up a Stakeholder Committee.
Ongoing monitoring of regulatory developments (inparticular the Corporate Sustainability Reporting Directive(CSRD), the recently adopted European Sustainability
Reporting Standards (ESRS), the standards proposed by theInternational Sustainability Standards Board (ISSB) and therules to combat deforestation), as presented by the Head of
Sustainable Finance in the Finance Department, along witha general presentation of the new rules and regulations andthe resources deployed by the Company to comply with
them.
Continued analysis of the steps taken by Michelin to classify
its business activities according to their contribution to theEuropean Union's environmental objectives (European
Taxonomy), presented by the Sustainable Transformation
and Performance Director.

Climate action plan progress review, with a particular focus
on emissions targets for 2030 and 2050.
Alignment of corporate biodiversity reporting standards,
which companies will have to comply with from 2024.
Tire and Road Wear Particles (TRWP) issues and Michelin's
participation in scientific research into the particles’ spreadin the environment.
Comprehensive review of the risks and impacts of CSR
issues, sharing of progress on the “Adaptation to PhysicalRisks linked to Climate Change” initiative and a summary of
the main actions carried out in 2022 and early 2023,
presented by the Group's Audit and Risk Management
Director at a joint session organized with the Audit
Committee.

● Social responsibility issues:●●●

Roadmap for managing the CSR performance of theGroup's suppliers, with a presentation of the mapping andassessment of suppliers and the corresponding actionplans given by the Sustainable Development Director in theGroup's Purchasing Department.

3

The Group's living wage policy and the new Michelin One
Care Program, a common social protection base for all
Group employees, presented by the Human Resources
Director and the Compensation and Employee Benefits
Director.
The work carried out during the year by Michelin's
Stakeholder Committee.

The Chair of the Committee reported to the Supervisory Boardon the Committee's work on February 10, July 25 andDecember 15, 2023.

Participation in a presentation of the various opportunities
for companies to develop environmental and climate
programs, given by a former member of Michelin's
Stakeholder Committee (who is also a member of the
UN Global Compact Executive Committee and Chair of the
Science Based Targets initiative (SBTi)).
Preparation of the Committee's work program for 2024.

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CORPORATE GOVERNANCE REPORTManagement and Supervisory Board compensation policies for 2024

3.3

MANAGEMENT AND SUPERVISORY BOARD
COMPENSATION POLICIES FOR 2024

3.3.1 General principles
Since 2014, the compensation awarded to the Managers and the
Chair(man) of the Supervisory Board has been submitted to theshareholders at the Annual Ordinary Shareholders Meeting and,since 2020, following the method and on the basis specified in
the PACTE Act that came into force that year.
The General Partners and the Supervisory Board, based on therecommendation of its Compensation and Appointments
Committee, will ask the Ordinary Shareholders Meeting ofMay 7, 2024 to approve the 2024 compensation policy applicableto (i) the Managers and (ii) the Supervisory Board.
The compensation policy applicable to the corporate officers is
prepared and revised in accordance with the relevant laws andregulations.
Article L. 22-10-76-I of the French Commercial Code stipulates
that the compensation policy applicable to the corporate officers
must be compatible with the Company's corporate interests. It
must contribute to the Company's marketing strategy as well as
its long-term sustainability. This compensation policy establishes
a competitive framework aligned with the Group's strategy andbusiness environment. The policy is designed to increase
medium and long-term performance and competitiveness and istherefore in the Group's best corporate interests in accordancewith the AFEP/MEDEF Code.
The policy contributes to the Company's marketing strategy byrequiring the Group's performance to be factored into thecalculation of variable compensation, for the following reasons:● the Managers' variable compensation (annual, long-term)
represents the predominant part of their totalcompensation; and● the amount they receive in variable compensation depends
on the achievement of objectives related to the Group's main
performance indicators, which also apply to the employeesof Group companies.
The policy contributes to the Company's sustainability byrequiring the Group's performance to be factored into thecalculation of variable compensation, for the following reasons:● for the Managers:●

the performance indicators applicable to their variable
compensation (annual and long term) focus onsustainability in line with the Group's strategy,●

under the long-term variable compensation scheme in theform of performance shares, (i) the number of shares
received at the end of the vesting period depends on theachievement of performance targets to be met over several
years, and (ii) a portion of the vested shares must be kept
for as long as they hold the position of Manager;● for the Managing Chairman, the compensation policy takes
into account his position as General Partner with unlimited
joint and personal liability for the Company's debts, allocating
his annual variable compensation based on the amounts
due to the General Partners out of the Company's profits(if any);● for the members of the Supervisory Board, most of theircompensation as Supervisory Board member and, if
applicable, member of a Committee of the Board, is basedon their attendance rate at Board and Committee meetings,
which are scheduled at the start of the year.
In the decision-making process for the determination andrevision of the compensation policy, the Company has chosen to
take into account the compensation and employment conditionsof employees of its main French subsidiary, Manufacture
Française des Pneumatiques Michelin (“MFPM” or the “Scope”)(1).
For 2023, the same quantitative performance criteria andindicators will apply to the annual and long-term variable
compensation of both the Managers and the eligible employeesof Group companies.
Conflicts of interest are avoided in the drafting, revision andimplementation of the compensation policy due to theinvolvement of the Supervisory Board and the Compensation
and Appointments Committee, whose members are all
independent (excluding the member representing employees).
The procedures for managing conflicts of interest within the
Supervisory Board are described in section 3.2.6.
The General Partners, in the case of the Managers, or theSupervisory Board, in the case of the members of the Supervisory
Board, may not depart (within the meaning of the second
paragraph of Article L. 22-10-76-III of the French Commercial
Code) from the compensation policy.

(1) The Company has very few employees (fewer than five, none of whom are corporate officers) and their compensation and employment conditions do not therefore represent a
relevant benchmark.

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The 2024 compensation policy is the subject of two proposed
resolutions to be presented at the Ordinary Shareholders
Meeting to be called to approve the 2023 financial statements:● the 7th resolution concerning the policy applicable to themembers of the Supervisory Board, presented in section
3.3.3 below.

● the 6th resolution concerning the policy applicable to theManagers, presented in section 3.3.2 below;

3.3.2 Compensation policy: the Managers
This section describes the components of the compensation
policy for the Managers. These components are presented in a
proposed ordinary resolution approved by the General Partners

and submitted for shareholder approval at the Ordinary
Shareholders Meeting to be called to approve the 2023 financial
statements (6th resolution).

3.3.2.1 Principles for determining compensation
The compensation of the Managing Chairman and General
Partner is decided by the General Partners and is the subject of adeliberation by the Supervisory Board. Then:● the annual variable compensation is deducted from theGeneral Partners' Profit Share, as explained in section 3.3.2.3
below;● the long-term variable compensation is awarded in the formof performance shares;● the fixed compensation is paid by a subsidiary of the Company
in exchange for his services as Chairman of that company.

The fixed and variable annual compensation of the General
Manager and his long-term variable compensation (performance
shares) are decided by the General Partners and are the subjectof decisions by the Supervisory Board.

3

The Compensation and Appointments Committee also reviews allamounts and benefits due, awarded or to be awarded to theManagers for the previous year by Group companies. As part of
the review, the Committee particularly verifies that the amounts
paid or awarded to the Managers are proportionate andconsistent in terms of (i) the Group's performance and (ii) industry
and market practice.

3.3.2.2 Fixed compensation
In 2024:● the annual fixed compensation of Florent Menegaux,Managing Chairman and General Partner, amounts to€1,100,000.00;● the annual fixed compensation of Yves Chapot, General
Manager, amounts to €770,000.00.
These amounts will remain unchanged until 2026, when theircurrent terms expire.

3.3.2.3 Annual and long-term variable compensation
Shared principles
To align Managers' interests more closely with the Company's
performance and encourage them to act with its long-term
interests in mind, their variable compensation includes an annual
portion and a long-term portion, both of which are subject toperformance conditions.
This structure means that the Managers' variable compensation
fluctuates partly in line with net income for the year and partly on
the basis of several additional performance conditions related tofactors that are essential for the deployment of Michelin's
strategy to deliver sustainable growth.

General Partner, as well as the difference in status between aManaging General Partner and a General Manager.

Annual variable compensation
Florent Menegaux, Managing Chairman
and General Partner
In light of the General Partners' unlimited joint and personal
liability for the Company's debts, the General Partners areentitled to a share of annual profit (the “Profit Share”) determinedon the basis defined in the Company's Bylaws. This means that
their interests are fully aligned with those of the shareholders, as
they are paid Profit Shares only if the Company makes a profit(1).

The level and terms of the Managers' compensation take into
account the positions of Managing Chairman and Managing(1) Substantially all of the Profit Share received by SAGES, Non-Managing General Partner, is credited to the contingency reserve set up in application of its Bylaws.

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CORPORATE GOVERNANCE REPORTManagement and Supervisory Board compensation policies for 2024

Allocation method

The Profit Share is defined in Articles 12 and 30 of the Company's
Bylaws, which state that:● the portion of the Profit Share attributable to the Managing
General Partner(s) is determined by reference to theobjectives set in advance by the Supervisory Board;● the portion attributable to the Non-Managing General
Partner is equal to the portion attributable to the Managing
General Partner(s) in respect of his/her/their annual variable
compensation or in any other form whatsoever (including in
performance shares).
In all cases, the total Profit Share due to the General Partners is
capped at 0.6% of consolidated net income for the year.
Calculation method● At the beginning of each year, the Managers propose to theCompensation and Appointments Committee performance
criteria and objectives that are consistent with the guidance
and information communicated to the market.
● The Compensation and Appointments Committee analyses
the Managers' proposals, taking into account:●●●

AFEP/MEDEF Code recommendation No. 25 concerning the
calculation principles and content of compensation
packages;
the practices of the CAC 40 companies and appropriate
benchmarks;
the compensation and employment conditions of Michelin
employees;●

the intrinsic variability of the Company's profits;●projected future profits; and●the unusual nature of General Partner status.

● The Compensation and Appointments Committee shares its
conclusions with the Non-Managing General Partner (SAGES)
and presents its recommendations to the Supervisory Board.
● The Supervisory Board discusses the recommendations of
the Compensation and Appointments Committee anddecides on the performance criteria and objectives for thecurrent year.
● The General Partners then meet to set the compensation
policy for the Managers for the current year and to formalize,_116

subject to adoption by the Ordinary Shareholders Meetingof the corresponding resolutions i) for the Managing General
Partner, by way of an agreement between the General
Partners, the portion of the earnings for the current year that
may be allocated to the Managing General Partner as annual
variable compensation within the limits set by the Bylaws,
and ii) for the General Manager, by way of a decision of theGeneral Partners, the annual compensation components
concerning him; said agreement and decision taking into
account and integrating the performance criteria and annual
variable compensation objectives set by the Supervisory
Board, after consultation and deliberation by the latter.
● The Managing Chairman, after confirming the Non-Managing
General Partner's approval, submits the corresponding draft
resolutions to the Ordinary Shareholders Meeting under theconditions set out in the applicable regulations.
At each year-end, the Compensation and Appointments
Committee reviews the results for the applicable objectives andpresents its recommendations to the Supervisory Board.
The Supervisory Board confirms the Compensation andAppointments Committee's performance assessment and shares
this assessment with the Non-Managing General Partner.
The General Partners approve the components of the annual
and long-term variable compensation to be paid or delivered to
the Managing Chairman and General Partner based on the
Supervisory Board's assessment of the achievement rate for the
performance objectives and criteria.
Annual variable compensation structure

Florent Menegaux's annual variable compensation would be
deducted in full from his share of the annual profit attributable to
the General Partners (the Profit Share) and would comprise:● a first component entitling him to 4% of the Profit Share inrecognition of his financial and legal liability as General
Partner (criterion shared, after adaptation, with the General
Manager);● a second component calculated as a percentage of hisannual fixed compensation and determined by the results ofthe performance criteria and objectives decided by theSupervisory Board.

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These criteria and objectives also apply to the General Manager and to all Group employees who are eligible to participate in the bonus
scheme. They are presented in the table below, which also shows the threshold, target and ceiling values for the quantitative criteria
objectives:
Criterion

Objective

Measurement method(1)Min.

TargetMax.

Quantitative criterion andobjective related to theposition of General
Partner/1st component

Net income

ProfitAs a % of the Profit Share

N/A

N/A

N/A

Value of the indicator

4%

4%

4%

Quantitative criteria andobjectives/2nd component(50% of the target fixedcompensation)

2024 segment
operating income(SOI) (like-for-like vs.
2023)

ProfitAs a % of fixed compensation

0%

25%

37.5%

€3,500m€3,670m€3,800m

Growth in free cash
flow before
acquisitions

Profit

0%

25%

37.5%

€1,500m€1,800m€2,050m

0%

50%

75%

As a % of fixed compensation

0%

10%

15%

Value of the indicator

N/A

N/A

N/A

Value of the indicator
As a % of fixed compensation
Value of the indicator

Total quantitative/2 componentnd

Implementation of the Profit
strategy (deploymentof thetransformations)
Quantifiable qualitative
criteria and objectives/2nd
component(30% of the target fixedcompensation)

Total Case Incident
Rate (TCIR)

PeoplePercentage of Groupmanagement
positions held by
women
CO2 emissions(Scopes 1 and 2)

Board assessment based on
implementation of the Balanced
Score Card

As a % of fixed compensation

0%

5%

7.5%

Value of the indicator

1.01

0.95

0.92

PeopleAs a % of fixed compensation

0%

5%

7.5%

22.5%

23.5%

24.5%

PlanetAs a % of fixed compensation

0%

10%

15%

2.14 mt

2.04 mt

1.94 mt

Value of the indicator

Value of the indicator

Total quantifiable qualitative/2 component

0%

30%

45%

Total quantitative and qualitative excluding net income criteria

0%

80%

120%

TOTAL VARIABLE AS % OF FIXED REMUNERATION/1ST AND 2ND COMPONENTS

0%

N/A

150%

nd

MAXIMUM TOTAL VARIABLE (IN €)3

1,650,000(2)(1) For each criterion, a threshold rate, target rate and capped outperformance rate are defined; for performance between the threshold rate and the target rate,
or between the target rate and the outperformance rate, the variable compensation is calculated on a straight-line basis.
(2) The entire variable annual compensation would be deducted from the Profit Share.

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Yves Chapot, General Manager
Calculation method

The performance criteria and objectives applicable to the General Manager would be determined and assessed in the same way as for
the Managing Chairman, except for the specific features linked to the status of General Partner.
Annual variable compensation structure

These criteria and objectives are presented in the following table which also shows the threshold, target and ceiling values for thequantitative criteria objectives:

Quantitative criteria
and objectives(70% of the target fixedcompensation)

Criterion

Objective

Measurement method(1)Min.

TargetMax.

Net income

ProfitAs a % of fixed compensation

0%

20%

30%

2024 segment operating
income (SOI) (life-for-like vs.
2023)

ProfitAs a % of fixed compensation€1,750m€2,000m€2,150m

0%

25%

37.5%

€3,500m€3,670m€3,800m

Growth in free cash flow
before acquisitions

Profit

0%

25%

37.5%

€1,500m€1,800m€2,050m

0%

70%

105%

As a % of fixed compensation

0%

10%

15%

Value of the indicator

Value of the indicator
As a % of fixed compensation
Value of the indicator

TOTAL QUANTITATIVE
Implementation of thestrategy (deployment of thetransformations)

Quantifiable qualitative
criteria and objectives(30% of the target fixedcompensation)

ProfitBoard assessment based on
implementation of the
Balanced Score Card

Value of the indicator

N/A

N/A

N/A

As a % of fixed compensation

0%

5%

7.5%

Value of the indicator

1.01

0.95

1.00

PeopleAs a % of fixed compensation

0%

5%

7.5%

22.5%

23.5%

24.5%

PlanetAs a % of fixed compensation

0%

10%

15%

2.14 mt

2.04 mt

1.94 mt

Total Case Incident Rate
(TCIR)

PeoplePercentage of Groupmanagement positions held
by women
CO2 emissions (Scopes 1 and2)Value of the indicator

Value of the indicator

TOTAL QUANTIFIABLE QUALITATIVE

0%

30%

45%

Total quantitative and qualitative excluding net income criterion

0%

80%

120%

TOTAL VARIABLE AS A % OF FIXED COMPENSATION

0%

100%

150%

MAXIMUM TOTAL VARIABLE (IN €)1,155,000(1) For each criterion, a threshold rate, target rate and capped outperformance rate are defined; for performance between the threshold rate and the target rate,
or between the target rate and the outperformance rate, the variable compensation is calculated on a straight-line basis.

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Long-term variable compensation: performance
share rights
In order to align the Managers' medium/long-term objectives withthe objectives assigned to performance share plans for eligible
Group employees, this compensation has taken the form ofMichelin performance share rights since 2020.
The conditions, criteria and objectives applicable to the 2024
performance share grants have been established within theframework of the authorization to issue shares to the Managers
and employees of Michelin group companies approved by
Annual Shareholders Meeting of May 12, 2023(1).
Within the framework of this authorization, the Supervisory
Board, on the recommendation of the Compensation andAppointments Committee, has decided to apply the 2023
indicators in 2024, with adjusted targets and rebalanced
weightings(2).
The main specific characteristics of the performance share rightsthat may be awarded to the Managers in 2024 are as follows:● the awards are decided annually by the Managing Chairman
on the proposal of the General Partners, after the
performance conditions and criteria have been determinedby the Supervisory Board;● in addition, for the Managing Chairman, the performance
share rights granted in 2024 would be limited to an amountequivalent to 140% of his 2024 fixed compensation and for
the General Manager, the rights granted in 2024 would be
limited to an amount equivalent to 120% of his 2024 fixedcompensation; these levels correspond to the median rates
for their counterparts in CAC 40 companies(3);● the Managers will be required to hold 40% of the vested
shares for as long as they remain in office;● concerning the Managing Chairman and the General Partner,
the vested performance shares would be delivered to him
only if Profit Share was distributed in respect of the year
preceding the one in which the shares were issued;● if a Manager ceases to hold this position:●●

following his resignation or removal from office due tomismanagement, all the performance share rights would be
forfeited,
for any other reason, such as the expiration of his term
before the end of the vesting period, he would retain anumber of performance share rights initially awarded tohim prorated to the time served in office during the vesting
period, and the reference three-year period would continue
to run, during and beyond the end of his term(4).

3● the total performance shares awarded to the Managers
during the period of validity of the proposed extraordinary
resolution of the Annual Shareholders Meeting of
May 12, 2023 will be capped at 0.1% of the Company's sharecapital on the date of the Shareholders Meeting at which theresolution is adopted;
The performance criteria are as follows:
Criterion

Objective

Indicator

WeightingMichelin share price must outperform the Stoxx Europe 600 index by between 0
Share price performance Stockperformance points (threshold) and 5 points (ceiling) between 2023 and 2026 (based on average
daily closing prices for the two baseline years)

20%

PlanetIndustrial-Michelin Environmental Performance (i‑MEP(1)) indicator to range between
83 points (threshold) and 77 points (ceiling) in 2026

20%

PeopleChange in average employee engagement rate to range between 83.0 points(threshold) and 85.0 points (ceiling) on a like-for-like consolidated basis over athree‑year period

20%

ProfitAverage annual growth in revenue from non-tire and distribution activities(2) to range
between 3% (threshold) and 8% (ceiling) between 2024/2023, 2025/2024 and 2026/
2025

20%

ProfitTotal consolidated return on capital employed (ROCE)(3) to range between 10%(threshold) and 12% (ceiling) in 2026

20%

Corporate social
responsibility
performance

Operating performance(1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group's financial statements.
(2) At constant exchange rates and based on a comparable scope of consolidation.
(3) Including acquisitions and related goodwill, and associates & joint ventures.

(1) 14th resolution adopted by a majority of 87.04% of the votes cast. Details of this authorization are provided on pages 455 to 457 of the 2022 Universal Registration Document.
(2) The weighting of the share price performance indicator has been set at 20% (vs. 30% in 2023), and the weighting of the two operating performance criteria has been set at 20% (vs.
15% each in 2023).
(3) Based on the Compensation and Appointments Committee’s 2022 analysis of the convergent results of several studies carried out by leading compensation consultants.
(4) In the event of disability or death, the total number of rights would be awarded and the reference period would not apply.

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For all criteria, fulfillment is calculated as follows:● if the minimum performance condition is not met, no shares will vest;● if the minimum performance condition is met or exceeded, shares will vest on a gradual and proportional basis up to a certain
ceiling.

3.3.2.4 Fringe benefits and directors' compensation
Each Manager has a fringe benefit in the form of a Company car.
They do not receive any compensation for serving on the Boardof the Company or any Group subsidiaries.

As corporate officers of the Company or MFPM, Florent
Menegaux and Yves Chapot are covered by health and death/disability insurance plans in the same way as the employees of
the Company or MFPM.

3.3.2.5 Stock options
No stock options are granted to the Managers by the Company or any Group subsidiaries.

3.3.2.6 Pension plans
There is no specific supplementary pension plan set up for theManagers or the Chair of the Supervisory Board.
Florent Menegaux, in his capacity as Chairman of MFPM, andYves Chapot, in his capacity as General Manager of CGEM,
participate in the Michelin Executive Supplementary Pension Plan
described in sections 3.4.3.5 and 3.4.4.5 of this 2023 Universal
Registration Document.
In accordance with Government Order No. 2019-697 dated
July 3, 2019, this plan has been closed to new members since
July 4, 2019 and the vesting period was frozen at
December 31, 2019.

Under the plan rules, the vested rights of the current two
Managers entitle them to capped pension benefits
corresponding to a 15% replacement rate.
If a Manager was no longer able to participate in the Michelin
Executive Supplementary Pension Plan, he could be given theopportunity to either (i) participate in a new defined contribution
plan, or (ii) build up a pension fund by receiving an initial seedcapital award, in cash or shares, and annual payments.
The Managers participate in the PERO mandatory pension plan in
the same way as all employees of CGEM and MFPM.

3.3.2.7 Compensation for loss of office
In accordance with Article 13-2 of the Bylaws, if a Manager were
to be removed from office before the end of his term as a resultof a change of strategy or a change of control of the Company,
provided such removal was not due to gross misconduct, hewould be entitled to compensation for loss of office to be decided
by the Non-Managing General Partner, SAGES, subject to theprior approval of the Supervisory Board. The amount of any suchcompensation would not exceed the equivalent of the Manager's
total compensation for the two years preceding the year of hisremoval from office.
By decision of the Supervisory Board, it would be based on theperformance criteria used to determine his annual variable_120

compensation and would be calculated using the following
formula:[Total compensation paid over the two years preceding the lossof office] x [the average (in %) of the achievement rates for theannual variable compensation for the three years preceding theloss of office.]
The compensation for loss of office would be reduced, if
applicable, so that any other severance payments due to a
Manager would not result in his receiving an aggregate severance
package in excess of two years' compensation, as recommended
in the AFEP/MEDEF Code.

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3.3.2.8 Non-compete clauseIn the same way as Michelin employees who have specificexpertise that needs to be protected to prevent its use by acompetitor in a manner that is detrimental to the Company's
interests, each Manager is subject to a non-compete clause.
If the Company decided to apply this non-compete clause for aperiod of up to two years, in line with the conditions described in
section 3.6.1.12 of the 2023 Universal Registration Document:● Florent Menegaux, Managing General Partner and Managing
Chairman, would be entitled to a non-compete indemnity of
up to 24 months' compensation based on his most recent
annual fixed compensation as Manager;● Yves Chapot, General Manager, would be entitled to anon‑compete indemnity of up to 24 months' compensation
based on the compensation defined in his suspended
contract of employment for the position held immediately
before his election as Manager. The terms of thecommitment would be amended in 2024 so that the above

baseline would be indexed to the average growth incompensation of Michelin Executive Committee members
since his employment contract was suspended.
In accordance with Article R. 22-10-40-III of the French
Commercial Code, the above compensation would not bepayable if Florent Menegaux or Yves Chapot retired on leaving
the Group.
In accordance with the AFEP/MEDEF Code:● the Company may waive application of this clause;● if compensation for loss of office were to be awarded asprovided for above (see “Compensation for loss of office”
above), the non-compete indemnity would be reduced orwithheld entirely, if necessary, so that the Manager's
aggregate severance package, including the non-compete
indemnity referred to above, would not exceed theequivalent of the aggregate of his last two years'
compensation.

3

3.3.2.9 Exceptional compensation
There are no plans to award any exceptional compensation to either of the Managers.

3.3.2.10 Employment contract
Due to his status and specific responsibilities, under theapplicable compensation policy the Managing General Partner
ceases to be covered by any employment contract that may haveexisted between him and a Group company. This rule applies
even if he has acquired considerable seniority with the Group.

● the position of General Manager is therefore similar to that ofa Chief Operating Officer or a member of the Management
Board of a joint stock corporation. The AFEP/MEDEF Codedoes not recommend terminating these executives'
employment contracts;

Consequently, Florent Menegaux no longer has an employment
contract with the Company or any of its subsidiaries since hebecame Managing General Partner of the Company(1).

● Yves Chapot has acquired considerable seniority, having
worked for the Michelin group without interruption for over
32 years (since 1992);

In addition, Yves Chapot's mandate as General Manager justifies
suspending his pre-existing employment contract with a Michelingroup company for the following reasons:● Yves Chapot is not the most senior executive officer(Manager); he reports to the Managing Chairman who,
according to the Company's Bylaws, defines the Managers'
areas of responsibility and any restrictions on their powers,
as well as setting their annual objectives;● if Yves Chapot were to cease to be a Manager, any
compensation for loss of office or non-compete indemnity
due to him would be reduced or canceled if necessary sothat the total amount payable - including the termination
benefit in respect of his suspended employment contract would not exceed his final two years' total compensation.

3.3.2.11 Proposed resolution on the compensation policy for the Managers
At the Ordinary Shareholders Meeting called to approve the 2023 financial statements, shareholders will be asked to approve thefollowing resolution:

6th resolution
Approval of the compensation policy applicable to the Managers
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22‑10-76 II of
the French Commercial Code, approves the compensation policy

applicable to the Managers drawn up by the General Partners, aspresented in the Corporate Governance Report set out insections 3.3.1 and 3.3.2 of the Company's 2023 Universal
Registration Document.

(1) This exception to the full application of the AFEP/MEDEF Code’s recommendations is mentioned in the table in section 3.2.8 prepared in accordance with the “comply or explain” rule.

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3.3.3 Compensation policy: members of the Supervisory Board
This section describes the components of the compensation
policy applicable to the members of the Supervisory Board.
These components are presented in a proposed resolution
approved by the General Partners that will be submitted forshareholder approval at the Ordinary Shareholders Meeting
called to approve the 2023 financial statements (7th resolution).
An annual fixed amount of compensation may be awarded to theSupervisory Board and allocated among its members (including

the Chair) on a basis decided by the Board in accordance with thecompensation policy. The compensation policy has been
expanded to also provide for the payment of fixed compensation
to the Board's Chair.
The compensation components were determined by theSupervisory Board on the recommendation of its Compensation
and Appointments Committee.

3.3.3.1 Chair of the Supervisory Board
Under French law, the Supervisory Board is responsible forexercising permanent control over the management of thebusiness; however, the Company's Bylaws have significantly
expanded the Board's role and responsibilities to include:● assessing the quality of management;●● playing an important role in succession planning and theappointment of the Managers;● assessing certain major transactions such as businessacquisitions.
The role of the Chair of the Supervisory Board, elected by the
Board members, is to:● coordinate and lead the work of the Board, especially theactivities listed in the Bylaws;● actively participate in the Company's governance, playing amajor role and devoting most of her or his time to this, inparticular:●●

through continuous contact and regular meetings with theManagers, as well as with the Non-Managing General
Partner (SAGES) and its representatives, to ensure seamlessgovernance,by regularly proposing and implementing betterinteractions, drawing on her or his experience and the
proposals resulting from periodic assessments ofSupervisory Board practices,by talking directly to investors about the characteristics ofMichelin's governance during governance roadshows.

Barbara Dalibard, who succeeded Michel Rollier as Chair of theSupervisory Board in May 2021, was re-appointed to this positionin May 2023 following her re-election as Supervisory Board
member by the Annual Shareholders Meeting.
Following the increase in the annual compensation of the Chair of
the Supervisory Board, presented by the Board in the 2023
Compensation Policy and approved by the Annual Shareholders
Meeting of May 12, 2023(1), on the recommendation of theCompensation and Appointments Committee, the Supervisory
Board (with the Chair abstaining) has decided to roll over the2023 Compensation Policy to 2024. It also decided to set the
fixed annual compensation of the Chair of the Board at €400,000,
breaking down as compensation for her duties as Chair(€350,000) and compensation as a member of the Board(€50,000)(2).

(1) The 2023 compensation policy was approved by the Annual Shareholders Meeting of May 13, 2022 (7th resolution, adopted by a 99.65% majority of the votes cast). The policy ispresented in the 2022 Universal Registration Document (page 114).
(2) This compensation amount has been set for the entire duration of Barbara Dalibard's duties as Chair of the Supervisory Board.

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3.3.3.2 Supervisory Board members
At the Annual Shareholders Meeting of May 13, 2022, the totalcompensation payable to Supervisory Board members was set at€950,000 for 2022 and subsequent years(1).
For 2024, on the recommendation of the Compensation andAppointments Committee, the Supervisory Board has decided toapply the allocation rules adopted in the 2023 compensation
policy for the total annual amount voted in 2022:● allocation of a basic amount of €50,000 to each member;● allocation of additional amount no. 1 to each member whosits on a Committee of the Supervisory Board andparticipates in its work (€20,000);● allocation of additional amount no. 2 to each member who
serves as Chair of a Committee of the Supervisory Board andparticipates in its work, (€35,000 or €40,000 for the Chair of
the Audit Committee), (recipients of this additional amountno. 2 are not entitled to additional amount no. 1 for their
participation in the Committee's work);● allocation of additional amount no. 3 to the Senior
Independent Member of the Supervisory Board (€15,000);● allocation of additional amount no. 4 to Supervisory Board
members who live outside France on a permanent basis(€10,000, prorated to their physical attendance at meetingsof the Board and its Committees).
Payment of 60% of the total amount receivable (basic amountand any of the additional amounts defined for no. 1 and no. 4(2))
will depend on the member's attendance rate at meetings of theSupervisory Board and of any Committees of which he or she is amember that are scheduled at the start of the year.
The attendance rate and the corresponding allocation of annualcompensation for a given year will be carried out by theCompensation and Appointments Committee then approved by
the Supervisory Board during the first quarter of the following
year.
The compensation will be paid during the first half of the year
following the one to which it relates, provided that the resolution
on the disclosures required by Article L. 22-10-9 of the French
Commercial Code has been approved by the Annual
Shareholders Meeting called to approve the financial statements
for the year preceding the one to which the compensation
relates.

3

3.3.3.3 Other compensation
As the Supervisory Board members do not hold any other positions within the Company or the Michelin group, they do not receive anyother compensation from the Company or its subsidiaries(3).

3.3.3.4 Proposed resolution on the compensation policy for membersof the Supervisory Board
At the Ordinary Shareholders Meeting called to approve the 2023 financial statements, shareholders will be asked to approve thefollowing resolution:

7th resolution
Approval of the compensation policy applicable to members of the Supervisory Board
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-76 II of theFrench Commercial Code, approves the compensation policy

applicable to the members of the Supervisory Board, aspresented in the Corporate Governance Report set out insections 3.3.1 and 3.3.3 of the Company's 2023 Universal
Registration Document.

(1) 16th resolution adopted by a majority of 99.57% of the votes cast.
(2) In the case of the Chairs of the Committees and the Senior Independent Member, this attendance requirement would not apply to amounts no. 2 and no. 3, due to their specificduties and resulting additional workload.
(3) Excluding the Supervisory Board members representing employees.

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3.4

INFORMATION ABOUT THE COMPONENTS OFCOMPENSATION PAID OR AWARDED TO THECORPORATE OFFICERS

3.4.1 Compensation of the members of the Supervisory Board
No variable compensation was paid to Supervisory Board
members in 2023.
The 2023 compensation policy for Supervisory Board members
was presented to the Ordinary Shareholders Meeting of
May 12, 2023 and was approved by a 99.65% majority of thevotes cast.
Information about the members' attendance rates at meetings of
the Supervisory Board and its Committees in 2023 is provided in
section 3.2.2 of this 2023 Universal Registration Document.

The following table shows:● Amounts paid in 2022 in respect of services to the Board in2021;● Amounts awarded for services to the Board in 2022, paid in2023;● Amounts paid in 2023 in respect of services to the Board in2022;● Amounts awarded for services to the Board in 2023, not yet
paid.
2022(1)2023(1)
Amount awarded(in €)

Amount paid(in €)

Amount awarded(in €)

Barbara Dalibard(2)400,000(3)470,000(4)120,000

91,153Jean-Pierre Duprieu

85,00075,00075,00071,963Aruna Jayanthi

78,80067,75067,75057,570Anne-Sophie de La Bigne

90,00075,00075,00071,963(5)

Patrick de La Chevardière

99,40080,00080,00076,760Jean-Christophe Laourde(6)70,00060,00060,00051,573

Supervisory Board members

Amount paid(in €)

Thierry Le Hénaff

85,00075,00075,00071,963

Monique Leroux

115,000

100,000

100,000

86,355

N/A

N/A

N/A

47,975Michel Rollier(7)Delphine Roussy(6)

Wolf-Henning Scheider(8)Jean-Michel Severino(9)TOTAL

70,00060,00060,00051,57380,00057,75057,75033,58270,00060,00060,00057,5701,243,200(10)1,180,500(11)830,500

770,000(1) The compensation indicated consists solely of fixed compensation for services as a Supervisory Board member. No variable compensation was paid for these
services and no other compensation was awarded or paid.
(2) Chair of the Supervisory Board since May 2021.
(3) New fixed compensation for 2023, including her €350,000 fixed compensation as Chair of the Board which is not included in the maximum total annual
amount referred to in footnote 10 below.
(4) Including compensation received in 2023 in respect of 2022 (€120,000) and the new fixed compensation decided for 2023 and paid during that year.
(5) Supervisory Board member since June 2020.
(6) Supervisory Board member since December 2020.
(7) Chairman and member of the Supervisory Board until May 2021.
(8) Supervisory Board member since May 2021.
(9) Supervisory Board member since November 2020.
(10) The amounts allocated for the past year (2023) have been established in accordance with the Supervisory Board's 2023 compensation policy approved by the
Annual Shareholders Meeting of May 12, 2023 (7th resolution, adopted by a majority of 99.65% of the votes cast), based on the maximum total annual
amount of Supervisory Board compensation (€950,000) decided by the Annual Shareholders Meeting of May 13, 2022 (16th resolution, adopted by a majorityof 99.58% of the votes cast), excluding the €350,000 in fixed compensation for 2023 awarded to Barbara Dalibard in her capacity as Chair of theSupervisory Board.
(11) The amounts paid in 2023 were awarded in respect of 2022, except for the new fixed compensation awarded to Barbara Dalibard in respect of 2023(€350,000) and paid in that year, which was not included in the maximum total annual amount of Supervisory Board compensation referred to in footnote 10
above.

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3.4.2 Compensation of Barbara Dalibard,
Chair of the Supervisory Board
The Compensation and Appointments Committee of the Supervisory Board has reviewed all the components of the compensation paid
or awarded to Barbara Dalibard in her capacity as Chair of the Supervisory Board based on the 2023 compensation policy.

3.4.2.1 Compensation for Supervisory Board duties
In accordance with the 2022 compensation policy, in 2023,
Barbara Dalibard received fixed compensation of €120,000 forher duties as member and Chair of the Supervisory Board
in 2022.
In application of the 2023 compensation policy:● in 2023, Barbara Dalibard received fixed compensation of€350,000 for her duties as Chair of the Supervisory Board inthat year;● in 2024, Barbara Dalibard is in line to receive fixedcompensation of €50,000 for her duties as member of theSupervisory Board in 2023.
No variable compensation was paid or awarded to her during orin respect of 2023.
Information about Barbara Dalibard's attendance rates atmeetings of the Supervisory Board and its Committees in 2023 isprovided in section 3.2.2 of this 2023 Universal Registration
Document.

3

3.4.2.2 Other compensation
No other compensation was paid or awarded to Barbara Dalibard during or in respect of 2023.

3.4.3 Compensation package of Florent Menegaux, Managing
Chairman and General Partner
In his capacity as General Partner of CGEM(1), Florent Menegaux
has unlimited joint and personal liability for CGEM's debts. As
consideration for this liability, the General Partners each receive a
portion of the Company's profits as provided for in the Bylaws.
This means that their interests are fully aligned with those of theshareholders, as they are paid this consideration only if theCompany makes a profit.

36%
Fixed
compensation

34%(1)
Long-term
incentive bonus

S u bje ct t o

pe

fo

r

The Compensation and Appointments Committee of theSupervisory Board has reviewed all the components of thecompensation paid to Florent Menegaux in 2023 or awarded tohim in respect of 2023, pursuant to the 2023 compensation
policy. This policy is described in the Corporate Governance
Report (the “2023 compensation policy”) reproduced in the 2022
Universal Registration Document(2) and was presented to theAnnual Shareholders Meeting of May 12, 2023 by the Chair of theCompensation and Appointments Committee(3).

COMPENSATION PAID TO FLORENT MENEGAUX DURING
FISCAL YEAR 2023

rm

ance

c o n d iti

on

s

30%
Annualvariablecompensation(1) Long-term compensation takes into account the book value of performance
shares granted to the Managers in 2023.

(1) At December 31, 2023, the Company had two General Partners: Florent Menegaux, Managing Chairman, and SAGES, Non-Managing General Partner (see section 3.1.2 of this 2023
Universal Registration Document).
(2) See sections 3.3.1 and 3.3.2 of the 2022 Universal Registration Document.
(3) See the information/presentations on the May 12, 2023 Annual Shareholders Meeting on the Company’s website www.michelin.com.

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3.4.3.1 Fixed compensation
In application of the 2023 compensation policy, the fixed compensation received by Florent Menegaux amounted to €1,100,000.00(1).

3.4.3.2 Annual variable compensation
Florent Menegaux's annual variable compensation has been determined in application of the 2023 compensation policy and the recommendationof the Supervisory Board, and is deducted in full from the General Partners' Profit Share(2).
The achievement rates for the criteria that determine the amounts due in respect of annual variable compensation are as follows:

Quantitative
criterion andobjective related tothe position ofGeneral Partner/
1st component

Criterion

Objective

Measurement
method(1)Min.

TargetMax.

Net income

ProfitAs a % of the Profit Share

N/A

N/A

N/A

N/A

N/A

Value of the indicator

4%

4%

4%

4%

4%(1)

As a % of fixedcompensation

0%

25%

37.5%

-

37.5%

€3,150m€3,400m€3,550m€3,866m

-

0%

25%

37.5%

-

37.5%

€1,400m€1,800m€2,050m€3,009m

-

0%

50%

75%

-

75%

As a % of fixedcompensation

0%

10%

15%

-

9.5%

Value of the indicator

N/A

N/A

N/A

N/A

N/A

As a % of fixedcompensation

0%

5%

7.5%

-

7.08%

Value of the indicator

1.15

1.06

1.00

1.01

-

As a % of fixedcompensation

0%

5%

7.5%

-

6.75%

19.8%

20.8%

21.8%

21.5%

-

0%

10%

15%

-

9.79%

2.3mt

2.16mt2.02mt2.163mt

-

0%

30%

45%

33.12%

0%

N/A

150%

151.4%(2)2023 segment
operating income(SOI)

ProfitGrowth in free
(50% of the target fixed cash flow before
acquisitions
compensation)

ProfitQuantitative
criteria andobjectives/
2nd component

Value of the indicator
As a % of fixedcompensation
Value of the indicator

Total quantitative/2 componentnd

Implementation of
the strategy(deployment of thetransformations)

Quantifiable
qualitative criteria
and objectives/
2nd component

Total Case Incident
Rate (TCIR)

ProfitPeople(30% of the target fixed
Percentage of
Peoplecompensation)
Group management
positions held by
women
CO2 emissions(Scopes 1 and 2)

Planet2023 Achievement
actualrate

Board assessment
based onimplementation of the
Balanced Score Card

Value of the indicator
As a % of fixedcompensation
Value of the indicator

Total quantifiable qualitative/2 componentnd

Total quantitative and qualitative excluding net income criterion
TOTAL VARIABLE COMPENSATION AS % OF FIXED COMPENSATION/
1ST AND 2ND COMPONENTS (rounded to the nearest decimal)

108.12%(1) Compensation paid by Manufacture Française des Pneumatiques Michelin (MFPM) in consideration of his role as Chairman of the Company.
(2) See the 2nd resolution presented to the Annual Shareholders Meeting of May 17, 2024. The Profit Share is fixed in the Company’s Bylaws and is capped at 0.6% of consolidated net
income for the year (see sections 3.3.2.3 and 3.10.5 of this 2023 Universal Registration Document).

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Maximum value of all quantitative and quantifiable qualitative criteria

150% of annual fixedcompensation

Actual overall achievement rate

151.4%(1)

Amount awarded after applying the cap (in €)1,650,000.00(2)Capped achievement rate as a percentage of the fixed reference compensation (including the amountcorresponding to the compensation as General Partner)

150.00%(1) This is a percentage determined on the basis of the Profit Share calculation (0.6% of consolidated net income for the year, in application of the 2023
remuneration policy) and not by reference to fixed remuneration.
(2) Application of the criteria leads to an amount of €1,665,134.25, representing 151.40% of the reference fixed compensation (€1,100,000), vs. a ceiling of 150%(€1,650,000).

All quantitative and qualitative objectives were set at the start of2023 and were not adjusted during the year.
The Compensation and Appointments Committee carefully
reviewed achievement rates for each of the quantitative andqualitative criteria. Concerning the quantifiable qualitative criteria,
the Committee's conclusions were as follows:● for the “Implementation of the strategy (deployment of thetransformations)” criterion, the Committee analyzed theresults of the Balanced Score Card. Having noted thesignificant progress made in deploying the People, Profit andPlanet aspects of Michelin’s strategy, the Committee decided
that the indicator-based objectives had been 95%-met,
nearly in line with the target of 100%;● concerning the “corporate social responsibility” criterion(Total Case Incident Rate: improvements to the safety ofMichelin Group employees), the Committee noted that thetarget had been exceeded and that the TCIR was close to theceiling, at 1.01;● for the “gender balance” criterion, the Committee notedthat the percentage of Group management positions held
by women (21.5%) was significantly above the target;● for the “CO2 emissions (Scopes 1 and 2)” criterion, theCommittee noted that actual emissions (2.163 mt) were
almost on target;● In conclusion, the Committee recommended to theSupervisory Board that the cumulative achievement rate inrelation to all of the quantifiable qualitative criteria should beassessed as 151.4%. Taking annual fixed compensation of€1,100,000.00 as the calculation base, the annual variable
compensation amounts to €1,665,134.25. As this amountexceeds the ceiling of 150% of the reference fixed
remuneration, the actual amount due has been reduced tothis ceiling, i.e. €1,650,000.00.

3

After discussing the matter during its meeting on February 9,2024, the Supervisory Board approved the Compensation andAppointments Committee’s recommendations, which were thenalso approved by the General Partners.

3.4.3.3 Long-term variable compensation granted in 2023: performance share rights
On November 17, 2023, 65,164 performance share rights wereawarded to Florent Menegaux(1). At December 31, 2023, theserights were valued at €1,047,089.10 and represented less than
0.0092% of the total Michelin shares outstanding at the year-end.
This award was:
● authorized in an extraordinary resolution of the Annual
Shareholders Meeting of May 12, 2023 (14th resolution);● made on the proposal of the General Partners in applicationof the conditions and criteria set by the Supervisory Board
that determine all the performance share awards, aspresented in the 2022 Universal Registration Document andas they result from the 2023 compensation policy(2).
In application of the 2023 compensation policy, the award is
subject to the following specific rules:● the Managers are required to hold 40% of the vested sharesfor as long as they remain in office;● the Managing Chairman's award is limited to 140% of his
fixed annual compensation for the award year;● in addition, for the period of validity of the authorization(38 months), performance share rights awarded to theManagers may not exceed the equivalent of 0.1% of theCompany's capital; this is a specific sub-cap applicable to theManagers within the overall cap of 1.5% applicable to all
beneficiaries as mentioned in the above-mentioned
resolution;● concerning Florent Menegaux, Managing Chairman andGeneral Partner, the vested performance shares would bedelivered to him only if Profit Share was distributed in respectof the year preceding the one in which the shares areissued.
In accordance with AFEP/MEDEF Code recommendation
No. 26.3.3, the equity risk on the performance shares has notbeen hedged by Florent Menegaux and will not be hedged at any
time during the holding period.

(1) To improve year-on-year comparability and avoid taking into account stock market performance conditions, due to the excessive volatility of this indicator, for thedetermination of the discount rate, the fair value used to determine the number of shares to be awarded only takes into account the dividends not received during the vesting
period.
(2) Please refer to pages 111, 455 and 462 of the 2022 Universal Registration Document.

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Information about the components of compensation paid or awarded to the corporate officers

The performance criteria are presented below.
INTERIM FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 17, 2023 PERFORMANCE SHARE PLAN
FOR EMPLOYEES AND THE MANAGERS
Interim results
Criteria
Share price performance Michelin share price must outperform the Stoxx
Europe 600 index by at least 5 points between
2022 and 2025 (based on average daily closing
prices for the two baseline years)

Weighting2023 vs. 202230%

-7.8 points

 Vesting prorated to the achievement rate between
the trigger point of 0 and the targeted 5 points

 Industrial-Michelin Environmental Performance –i-MEP(1) must be below 80 points in 2025

Corporate social
responsibility
performance

2023

2024

2025

20%

83.9 points

-

-

20%

83.5%

-

-

15%

10.0%

-

-

15%

11.4%

-

-

 Vesting prorated to the achievement rate between
the trigger point of 86 and the targeted 80 points
 The employee engagement rate must exceed
84.5% in 2025
 Prorated result between 83% and 84.5%, capped at
16%
 Prorated result between 84% and 84.5%, capped at20%
 Average annual growth in revenue from non-tireand distribution activities must exceed 12% overthe 2022-2023, 2023-2024 and 2024-2025 periods

Operating performance Result calculated on a straight-line basis between
the threshold of 7% and the targeted 12%
 Total consolidated ROCE (including acquisitions,related goodwill and equity-accounted companies)
must exceed 12% in 2025
 Result calculated on a straight-line basis between
the threshold of 10% and the targeted 12%(1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group's financial statements.

For all criteria, fulfillment is calculated as follows:● performance below threshold: no shares will vest;● performance between the threshold and the ceiling: number of vested shares calculated on a straight-line basis;● performance equal to or greater than the ceiling: all the shares will vest.

3.4.3.4 Fringe benefits, stock options and directors' or Supervisory Board members'
compensation
In line with the 2023 compensation policy, in 2023 Florent Menegaux did not receive (i) any compensation in his capacity as a member ofthe Board of Directors or Supervisory Board of the Company or any controlled entities, (ii) any benefits other than those listed above, or(iii) any stock options of the Company or any controlled entities.
Mr. Menegaux has a fringe benefit in the form of a Company car (see the table in section 3.6.1.2).

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3.4.3.5 Pension plans
There is no specific supplementary pension plan set up for theManagers or the Chair of the Supervisory Board.

● an evaluation is carried out in accordance with Groupaccounting policies;

In his capacity as Chairman of the subsidiary MFPM, Mr.
Menegaux participates in the supplementary pension plan set up
for MFPM and CGEM senior executives (the Michelin Executive
Supplementary Pension Plan).

● benefit entitlement is conditional on participants ending theircareer at MFPM as an executive employee or executive
officer, in accordance with Article L. 137-11 of the FrenchSocial Security Code;As required by Article D. 22-10-16 of the French Commercial
Code, this plan, governed by Article L. 137-11 of the French Social
Security Code (Code de la sécurité sociale) and Article 39 of theFrench General Tax Code (Code général des impôts), is described
below:Mr. Menegaux's reference compensation for 2023 was made up
solely of the annual fixed compensation paid by MFPM.

● as of their retirement date, participants must have served forat least five years as a senior executive to be eligible forbenefits;● 1.50% of benefits vest each year, entitling participants to anannuity representing a replacement rate of up to 15% of thereference compensation (annual average of the best three
years of compensation out of the last five years preceding
the beneficiary's retirement). In accordance with thegovernment order dated July 3, 2019, no rights have vested
since December 31, 2019;● the vested benefit entitlement is in addition to thereplacement rate provided by all pension plans in which
Florent Menegaux participates. The total replacement rate iscapped at 35%;

● 70% of the prior year's benefit obligation is funded through acontribution to an insured plan.

Based on the assumptions in Article D. 22-10-16 of the French
Commercial Code introduced by Decree No. 2019-1235, theestimated gross annual pension payable to Mr. Menegaux under
this plan amounts to €165,000.
The benefit represented by the Company's contributions to theplan is taxed at the rate of 24%. The actual gross replacement
rate represented by pension benefits paid under the plan will bewell below the 45% ceiling recommended in the AFEP/MEDEF
Code.

3

In consideration of his position, Florent Menegaux participates in
the PERO mandatory supplementary pension plan in the same
way as all employees of CGEM and MFPM.

3.4.3.6 Compensation for loss of office
No compensation for loss of office was paid to Yves Chapot in 2023(1).

3.4.3.7 Non-compete indemnity
No non-compete indemnity was paid to Florent Menegaux in 2023(1).

(1) See detailed disclosures in section 3.6.1.12 of the 2022 Universal Registration Document.

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Information about the components of compensation paid or awarded to the corporate officers

3.4.4 Compensation package of Yves Chapot, General Manager
COMPENSATION PAID TO YVES CHAPOT DURING FISCALYEAR 2023
32%(1)
Long-term
incentive bonus

39%
Fixed
compensationSubje

ct t o p e rf o r

The Compensation and Appointments Committee of theSupervisory Board has reviewed all the components of thecompensation paid to Yves Chapot in 2023 or awarded to him in
respect of 2023 in his capacity as General Manager, pursuant to
the 2023 compensation policy. This policy is described in the
Corporate Governance Report (the “2023 compensation policy”)
reproduced in the 2022 Universal Registration Document(1) andwas presented to the Annual Shareholders Meeting of
May 12, 2023 by the Chair of the Compensation andAppointments Committee(2).

ma

nc

ec

ondi

ti o n s

29%
Annualvariablecompensation(1) Long-term compensation takes into account the book value of performance
shares granted to the Managers in 2023.

3.4.4.1 Fixed compensation
In application of the 2023 compensation policy, the fixed compensation received by Yves Chapot amounted to €770,000.00.

3.4.4.2 Annual variable compensation
Yves Chapot’s annual variable compensation was determined in application of the 2023 compensation policy, based on the recommendation of
the Supervisory Board.

(1) See sections 3.3.1 and 3.3.2 of the 2022 Universal Registration Document.
(2) See the information/presentations on the May 12, 2023 Annual Shareholders Meeting on the Company’s website www.michelin.com.

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CORPORATE GOVERNANCE REPORT
Information about the components of compensation paid or awarded to the corporate officers

The achievement rates for the criteria that determine the amounts due in respect of annual variable compensation are as follows:

Quantitative
criteria andobjectives (70%of the target fixedcompensation)

Criterion

Objective

Net income

ProfitMeasurement
method(1)Target

Max.

0%

20%

30%

-

14.73%€1,800m€2,048m€2,200m€1,983m

-

0%

25%

37.5%

-

37.5%

€3,150m€3,400m€3,550m€3,866m

-

0%

25%

37.5%

-

37.5%

€1,400m€1,800m€2,050m€3,009m

-

0%

70%

105%

-

89.73%As a % of fixedcompensation

0%

10%

15%

-

9.5%

As a % of fixedcompensation
Value of the indicator

2023 segment
operating income(SOI)

ProfitAs a % of fixedcompensation

Growth in free cash
flow before
acquisitions

ProfitAs a % of fixedcompensation

Value of the indicator

Value of the indicator

Total quantitative
Implementation of
the strategy(deployment of thetransformations)

Quantifiable
qualitative
criteria andobjectives(30% of the target
fixed
compensation)

Profit2023 Achievement
actualrate

Min.

Board assessment
based onimplementation of the
Balanced Score Card

Value of the indicator

N/A

N/A

N/A

N/A

N/A

As a % of fixedcompensation

0%

5%

7.5%

-

7.08%

Value of the indicator

1.15

1.06

1.00

1.01

-

Percentage of Group People
management
positions held by
women

As a % of fixedcompensation

0%

5%

7.5%

-

6.75%

19.8%

20.8%

21.8%

21.5%

-

CO2 emissions(Scopes 1 and 2)

As a % of fixedcompensation

0%

10%

15%

-

9.79%

2.3mt

2.16mt2.02mt2.163mt

0%

30%

45%

Total Case Incident
Rate (TCIR)

PeoplePlanetValue of the indicator

Value of the indicator
Total quantifiable qualitative
Total quantitative and qualitative excluding net income criterion
TOTAL VARIABLE COMPENSATION AS % OF FIXED COMPENSATION (rounded to
the nearest decimal)

3

33.12%
108.12%0%2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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150%

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Maximum value of all quantitative and quantifiable qualitative criteria

150% of annual fixedcompensation

Actual overall achievement rate (quantitative and quantifiable qualitative criteria)
Amount awarded (in €)122.8%
945,907.24

Achievement rate as a % of the reference fixed compensation

All quantitative and qualitative objectives were set at the start of2023 and were not adjusted during the year.
The Compensation and Appointments Committee carefully
reviewed achievement rates for each of the quantitative andqualitative criteria. Concerning the quantifiable qualitative criteria,
the Committee's conclusions were as follows:● for the “Implementation of the strategy (deployment of thetransformations)” criterion, the Committee analyzed theresults of the Balanced Score Card. Having noted thesignificant progress made in deploying the People, Profit andPlanet aspects of Michelin’s strategy, the Committee decided
that the indicator-based objectives had been 95%-met,
nearly in line with the target of 100%;● concerning the “corporate social responsibility” criterion(Total Case Incident Rate: improvements to the safety ofMichelin Group employees), the Committee noted that thetarget had been exceeded and that the TCIR was close to theceiling, at 1.01;

122.8%● for the “gender balance” criterion, the Committee notedthat the percentage of Group management positions held
by women (21.5%) was significantly above the target;● for the “CO2 emissions (Scopes 1 and 2)” criterion, theCommittee noted that actual emissions (2.163 mt) were
almost on target.
In conclusion of its analysis, the Committee recommended to theSupervisory Board that cumulative achievement rate in relation tothese quantifiable qualitative criteria should be assessed as
122.8%. Given the Calculation Base (annual fixed compensationof €770,000.00), Yves Chapot’s annual variable compensation for2023 amounts to €945,907.24.
After discussing the matter during its meeting on February 9,2024, the Supervisory Board approved the Compensation andAppointments Committee’s recommendations, which were thenalso approved by the General Partners.

3.4.4.3 Long-term variable compensation granted in 2023: performance share rights
Deferred variable compensation
On November 17, 2023, 39,098 performance share rights wereawarded to Yves Chapot(1). At December 31, 2023, these rights
were valued at €628,247.03 and represented less than 0.0055%
of the total Michelin shares outstanding at the year-end.
This award was:
● authorized in an extraordinary resolution of the Annual
Shareholders Meeting of May 12, 2023 (14th resolution);● made on the proposal of the General Partners in applicationof the conditions and criteria set by the Supervisory Board
that determine all the performance share awards, aspresented in the 2022 Universal Registration Document andas they result from the 2023 compensation policy(2).

In application of the 2023 compensation policy, the award is
subject to the following specific rules:● the Managers are required to hold 40% of the vested sharesfor as long as they remain in office;● the award for the General Manager is limited to 120% of hisannual fixed compensation for that year;● in addition, for the period of validity of the authorization(38 months), performance share rights awarded to theManagers may not exceed the equivalent of 0.1% of theCompany's capital; this is a specific sub-cap applicable to theManagers within the overall cap of 1.5% applicable to all
beneficiaries as mentioned in the above-mentioned
resolution.
In accordance with AFEP/MEDEF Code recommendation
No. 26.3.3, the equity risk on the performance shares has notbeen hedged by Yves Chapot and will not be hedged at any time
during the holding period.

(1) To improve year-on-year comparability and avoid taking into account stock market performance conditions, due to the excessive volatility of this indicator, for thedetermination of the discount rate, the fair value used to determine the number of shares to be awarded only takes into account the dividends not received during the vesting
period.
(2) Please refer to pages 111, 455 and 462 of the 2022 Universal Registration Document.

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CORPORATE GOVERNANCE REPORT
Information about the components of compensation paid or awarded to the corporate officers

The performance criteria are presented below.
INTERIM FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 17, 2023 PERFORMANCE SHARE PLAN
FOR EMPLOYEES AND THE MANAGERS
Interim results
Criteria
Share price performance

Weighting Michelin share price must outperform the Stoxx
Europe 600 index by at least 5 points between
2022 and 2025 (based on average daily closing
prices for the two baseline years)
 Vesting prorated to the achievement rate between
the trigger point of 0 and the targeted 5 points

 Industrial-Michelin Environmental Performance– i-MEP(1) must be below 80 points in 2025

Corporate social
responsibility
performance

2023 vs. 2022
-7.8 points

30%
2023

2024

2025

20%

83.9 points

-

-

20%

83.5%

-

-

15%

10.0%

-

-

15%

11.4%

-

-

 Vesting prorated to the achievement rate between
the trigger point of 86 and the targeted 80 points
 The employee engagement rate must exceed
84.5% in 2025

3

 Prorated result between 83% and 84.5%, capped at
16%
 Prorated result between 84% and 84.5%, capped at20%
 Average annual growth in revenue from non-tireand distribution activities must exceed 12% overthe 2022-2023, 2023-2024 and 2024-2025 periods

Operating performance Result calculated on a straight-line basis between
the threshold of 7% and the targeted 12%
 Total consolidated ROCE (including acquisitions,related goodwill and equity-accounted companies)
must exceed 12% in 2025
 Result calculated on a straight-line basis between
the threshold of 10% and the targeted 12%(1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group's financial statements.

For all criteria, fulfillment is calculated as follows:● performance below threshold: no shares will vest;● performance between the threshold and the ceiling: number of vested shares calculated on a straight-line basis;● performance equal to or greater than the ceiling: all the shares will vest.

3.4.4.4 Fringe benefits, stock options and directors' or Supervisory Board members'
compensation
In line with the 2023 compensation policy, in 2023 Yves Chapot did not receive (i) any compensation in his capacity as a member of theSupervisory Board of the Company or any controlled entities, (ii) any benefits other than those listed above, or (iii) any stock options of
the Company or any controlled entities.
Yves Chapot has a fringe benefit in the form of a Company car (see the table in section 3.6.1.3).

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3.4.4.5 Pension plans
There is no specific supplementary pension plan set up for theManagers or the Chair of the Supervisory Board.

● an evaluation is carried out in accordance with Groupaccounting policies;

In his capacity as General Manager of CGEM, Yves Chapot
participates in the supplementary pension plan set up for MFPM
and CGEM senior executives (the Michelin Executive
Supplementary Pension Plan).

● benefit entitlement is conditional on participants ending theircareer at MFPM as an executive employee or executive
officer, in accordance with Article L. 137-11 of the FrenchSocial Security Code;As required by Article D. 22-10-16 of the French Commercial
Code, this plan, governed by Article L. 137-11 of the French Social
Security Code and Article 39 of the French General Tax Code, isdescribed below:● as of their retirement date, participants must have served forat least five years as a senior executive to be eligible forbenefits;● 1.5% of benefits vest each year, entitling participants to anannuity representing a replacement rate of up to 15% of thereference compensation (annual average of the best three
years of compensation out of the last five years preceding
the beneficiary's retirement). In accordance with thegovernment order dated July 3, 2019, no rights have vested
since December 31, 2019;● the vested benefit entitlement is in addition to thereplacement rate provided by all pension plans in which Yves
Chapot participates. The total replacement rate is capped at35%;● 70% of the prior year's benefit obligation is funded through acontribution to an insured plan.
Mr. Chapot's reference compensation for 2023 in his capacity as
executive officer was made up of his annual fixed compensationand his annual variable compensation.
Based on the assumptions in Article D. 22-10-16 of the French
Commercial Code introduced by Decree No. 2020-1742, theestimated gross annual pension payable to Mr. Chapot under thisplan amounts to €203,000.
The benefit represented by the Company's contributions to theplan is taxed at the rate of 24%. The actual gross replacement
rate represented by pension benefits paid under the plan will bewell below the 45% ceiling recommended in the AFEP/MEDEF
Code.
As General Manager of CGEM, Yves Chapot participates in the
PERO mandatory supplementary pension plan in the same way
as all employees of CGEM and MFPM.

3.4.4.6 Compensation for loss of office
No compensation for loss of office was paid to Yves Chapot in 2023(1).

3.4.4.7 Non-compete indemnity
No non-compete indemnity was paid to Yves Chapot in 2023(1).

3.4.5 Compensation ratios of the Managers and the Chairof the Supervisory Board
BackgroundThe changes in management structure described below haveaffected the calculation of management compensation ratios:● Florent Menegaux has been Managing General Partner since
May 2018 and Managing Chairman since May 2019;● Yves Chapot has been General Manager since May 2018;● Barbara Dalibard has been Chair of the Supervisory Board
since May 2021.
Unlike the corporate officers of joint stock corporations, aManaging General Partner of the Company (which is organized asa partnership limited by shares), who may also be the Managing

Chairman, has unlimited personal liability for the Company's
debts in the event that the Company is unable to honor its
commitments, and can only be relieved of this liability by decisionof the Extraordinary Shareholders Meeting. This exceptional
liability justifies the payment of specific compensation.
The Company has very few employees (fewer than five, none ofwhom are corporate directors). The ratios of the Managers' pay
and of the Supervisory Board Chair's pay to that of theCompany's employees are therefore not meaningful.

(1) See detailed disclosures in section 3.6.1.12 of the 2022 Universal Registration Document.

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For this reason, the Company has chosen to disclose these ratios
for the Group's four main French companies(1), which together
employed over 82% of the Michelin Group's total workforce inFrance as of December 31, 2022.
These subsidiaries are engaged in manufacturing, sales, andresearch and development activities and one of them hosts thevast majority of the Michelin Group's corporate departments.
Like the previous year’s report, the 2023 report has been
prepared by applying the “Guidelines on Compensation
Multiples” published by the AFEP in February 2021.
The two performance indicators selected at the level of theMichelin group are total sales and segment operating income(“SOI”) excluding changes in exchange rates, which measures theperformance of the Group's operating segments.
The ratios presented below have been calculated in such a way
as to disclose information related to the function, in order toguarantee, as far as possible, the relevance and consistency ofcomparative information across the entire reporting period. They
are based on the fixed and variable compensation and benefits inkind and other bonuses paid during the years indicated (i) to thecorporate officers and (ii) to employees who were present
throughout the year, as well as on the performance sharesawarded in those years, measured at fair value.

The 2023 increases and ratios for the Chair of the Supervisory
Board should be considered in the light of the 2023
compensation policy(2) approved by the Annual Shareholders
Meeting of May 12, 2023 by a majority of 99.65% of the votes
cast. This policy provided for an increase in her annualcompensation to €400,000, which is less than the mediancompensation of €450,000 paid by CAC 40 companies to a nonexecutive Chair of the Board who did not previously hold anexecutive position.
The total amount paid in 2023 to the Chair of the Board(€470,000) represented the sum of:● €120,000 paid in consideration of her duties as both
member and Chair of the Supervisory Board in the previous
year (2022), as provided for in the 2022 compensation policy(note that under the 2023 compensation policy, only theamount in consideration of her duties as member of theSupervisory Board (€50,000) is payable the following year);● €350,000 paid in consideration of her duties as Chair of theSupervisory Board during the year (2023).

3(1) Manufacture Française des Pneumatiques Michelin, Compagnie Générale des Établissements Michelin, Pneu Laurent, Caoutchouc Synthétique Michelin.
(2) Described on pages 114 and 115 of the 2022 Universal Registration Document. The policy states that, of the total, €350,000 concerns her duties as Chair of the Supervisory Board(payable during the year), and €50,000 concerns her duties as Board member (payable the following year).

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Information about the components of compensation paid or awarded to the corporate officers

RATIOS PRESENTED IN APPLICATION OF ARTICLE L. 22-10-9 I, PARAGRAPHS 6 AND 7, OF THE FRENCHCOMMERCIAL CODEPERCENTAGE CHANGE IN THE COMPENSATION OF THE CHAIR OF THE
SUPERVISORY BOARD(1)(2)
Percentage change in the average compensation of employees
Ratio versus average employee compensation
Percentage change in the ratio versus the previous year
Ratio versus median employee compensation

2023

2022

2021

2020

2019

2018

191.7%

0.0%

6.4%

28.7%

-2.7%

0.0%

-0.2%

12.3%

2.6%

2.9%

2.9%

1.6%

5.6

1.9

2.1

2.1

1.7

1.8

194.7%

-9.5%

0%

26.5%

-5.1%

-1.7%

7

2.5

2.8

2.7

2.1

2.3

Percentage change in the ratio versus the previous year

180.0%-10.7%

3.7%

26.8%

-5.3%

-2.6%

PERCENTAGE CHANGE IN THE MANAGING CHAIRMAN'SCOMPENSATION(1)(3)(4)(5)-36.9%

103.0%-6.5%-37.6%

8.1%

15.0%

Percentage change in the average compensation of employees

-0.2%

12.3%

2.6%

2.9%

2.9%

1.6%

Ratio versus average employee compensation
Percentage change in the ratio versus the previous year
Ratio versus median employee compensation

48.8

77.3

42.9

47.1

77.6

73.8

-36.9%

80.2%

-8.9%

-39.3%

5.1%

13.2%

61.7

101.3

55.9

61.0

99.8

94.8

Percentage change in the ratio versus the previous year

-39.1%

81.2%

-8.4%

-38.9%

5.3%

12.0%

PERCENTAGE CHANGE IN THE GENERAL MANAGER'SCOMPENSATION(1)(4)(5)-20.1%

40.7%

28.6%

33.0%

69.6%

-

Percentage change in the average compensation of employees

-0.2%

12.3%

2.6%

2.9%

2.9%

1.6%

Ratio versus average employee compensation
Percentage change in the ratio versus the previous year
Ratio versus median employee compensation
Percentage change in the ratio versus the previous year

31.6

39.5

31.5

25.1

19.5

11.8

-20.0%

25.4%

25.5%

29.0%

64.8%

-

39.9

51.7

41.0

32.6

25.0

15.2

-22.8%

26.1%

25.8%

30.2%

65.2%

-

COMPANY PERFORMANCE(6)

Growth in segment operating income (SOI) (excluding currency effect)

8.3%

65.2%

-33.4%

6.5%

11.0%

5.6%

Growth in sales (excluding currency effect)

14.0%

18.2%

-12.6%

7.8%

4.1%

6.2%

(1) The compensation paid to Managers for functions held during only part of the year (new Manager or Manager who was not replaced) has been annualized.
(2) The 2023 increases and ratios should be considered in the light of the 2023 compensation policy approved by the Annual Shareholders Meeting of May 12,2023 by a majority of 99.65% of the votes cast (see detailed explanations in the background information in the introduction to this table and in section 3.5.1of the 2023 Universal Registration Document).
(3) Only information relating to the position of Managing Chairman and General Partner is presented given that the specific role of Managing General Partner
was exercised over a limited period.
(4) Deferred long-term compensation paid to Managers who no longer held the positions concerned during the reporting period has not been taken into account.
(5) Since 2020, the reference amount for variable compensation includes the book value of performance shares awarded to the Managers.
(6) To permit meaningful comparisons with the compensation paid in a given year, which depends to a significant extent on the prior year's results, the values
taken into account for a given year correspond to the results achieved in the prior year.

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CORPORATE GOVERNANCE REPORT
Information about the components of compensation paid or awarded to the corporate officers

3.4.6 Proposed resolution on the disclosures mentioned
in Article L. 22‑10-9-I of the French Commercial CodeIn accordance with the applicable laws and regulations, at theOrdinary Shareholders Meeting, the General Partners and theSupervisory Board will submit to shareholders the required
disclosures concerning the compensation paid or awarded in
2023 to the corporate officers.
The resolution to be presented to the Annual Shareholders
Meeting of May 17, 2024 concerning all the disclosures contained
in sections 3.4.1 to 3.4.5, is set out below.

8th resolution
Approval of the disclosures concerning the corporate officers' compensation
packages
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 I of theFrench Commercial Code, approves the disclosures mentioned
in Article L. 22-10-9 I of the Code, as presented in the Corporate
Governance Report set out in sections 3.4.1 to 3.4.5 of theCompany's 2023 Universal Registration Document.

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

3.5

INDIVIDUAL COMPENSATION PAID OR
AWARDED TO THE MANAGERS AND THE CHAIR
OF THE SUPERVISORY BOARD FOR 2023

In addition to the resolution presented in section 3.4.6 above, the Annual Shareholders Meeting will be asked to adopt the following
individual resolutions concerning the Chair of the Supervisory Board and each of the Managers.

3.5.1 Vote by shareholders at the Ordinary Shareholders
Meeting of May 17, 2024 on the compensation package ofBarbara Dalibard, Chair of the Supervisory Board
This section presents the components of the compensation paid or awarded in 2023 to Barbara Dalibard in her capacity as member
then Chair of the Supervisory Board.
Compensation
components put to thevoteCompensation as
Supervisory Board
member and Chair

Amounts paidin 2023

Amounts awarded
in respect of 2023

Presentation€470,000.00€400,000.00

The amount paid in 2023:
is due for €120,000.00, as compensation for her duties as member andChair of the Supervisory Board in 2022, determined in accordancewith the 2022 compensation policy for the members of theSupervisory Board described in the 2021 Universal Registration
Document (section 3.3.3) and approved by the Annual
Shareholders Meeting of May 13, 2022 (7th resolution, adopted by
a 99.59% majority of the votes cast).
 for €350,000.00, as compensation for her duties as Chair of theSupervisory Board in 2023, determined in accordance with the2023 compensation policy for the members of the Supervisory
Board described in the 2022 Universal Registration Document(section 3.3.3) and approved by the Annual Shareholders Meetingof May 12, 2023 (7th resolution, adopted by a 99.65% majority ofthe votes cast).
The amount awarded in respect of 2023:
was determined in accordance with the 2023 compensation policy
for the members of the Supervisory Board, as described in the2022 Universal Registration Document (section 3.3.3) andapproved by the Annual Shareholders Meeting of May 12, 2023
(7th resolution, adopted by a 99.65% majority of the votes cast). It
breaks down as: €350,000.00 due as compensation for her duties as Chair of theSupervisory Board in 2023, paid in 2023,
 €50,000.00 due as compensation for her duties as member of theSupervisory Board in 2023, payable in 2024.

_138

Annual variable
compensation

N/A

N/A

N/A

Deferred variable
compensation

N/A

N/A

N/A

Exceptional
compensation

N/A

N/A

N/A

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

Compensation
components put to thevoteAmounts paidin 2023

Stock options,N/Aperformance shares andother long-termcompensation (stock
warrants, etc.)

Amounts awarded
in respect of 2023

Presentation

N/A

N/A

Fringe benefits

N/A

N/A

N/A

Compensation for lossof office

N/A

N/A

N/A

Non-compete indemnity N/A

N/A

N/A

Supplementary pension
benefits

N/A

N/A

N/A

N/A: Not applicable.

At the Ordinary Shareholders Meeting of May 17, 2024, shareholders will be asked to approve the following ordinary resolution:3

11 resolutionthApproval of the components of the compensation paid or awarded to Barbara Dalibard for the year ended December 31, 2023
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended
December 31, 2023 or awarded in respect of that year toBarbara Dalibard, Chair of the Supervisory Board, as set out insection 3.5.1 of the Company's 2023 Universal Registration
Document.

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

3.5.2 Vote by shareholders at the Ordinary Shareholders
Meeting of May 17, 2024 on the compensation packageof Florent Menegaux, Managing Chairman
and General Partner
This section presents the components of the compensation paid or awarded to Florent Menegaux for 2023 in his capacity as Managing
Chairman.
Compensation
components put to thevoteAmounts paid in
2023

Amounts awarded in
respect of 2023
OR Value
OR Simulation

Fixed compensation€1,100,000.00€1,100,000.00

The annual fixed compensation amount for 2023 wasdetermined in accordance with the 2023 compensation policy
described in the 2022 Universal Registration Document(page 107) and approved by the Annual Shareholders Meeting of
May 12, 2023 (6th resolution, adopted by a 93.82% majority ofthe votes cast).

Annual variable
compensation€905,744.43€1,650,000

The amount paid in 2023:(Amount that may beawarded in respect of 2023
in application of the 2023
compensation policy,
payable in 2024)

 was due for 2022 and was determined in accordance with the2022 compensation policy, as described in the 2021 Universal
Registration Document (pages 109 to 111) and approved by theOrdinary Shareholders Meeting of May 12, 2023 (9th resolution,
adopted by an 88.18% majority of the votes cast);

Presentation

 is the subject of detailed disclosures in section 3.4.3.2 of the 2023
Universal Registration Document.
The amount awarded in respect of 2023:
 was determined in accordance with the 2023 compensation
policy, as described in the 2022 Universal Registration Document(pages 107 to 109) and approved by the Ordinary Shareholders
Meeting of May 12, 2023 (6th resolution, adopted by a 93.82%
majority of the votes cast).

_140

Deferred variable
compensation

N/A

N/A

No compensation awarded or paid

Exceptional
compensation

N/A

N/A

N/A

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

Compensation
components put to thevoteStock options,performance sharesand other long-termcompensation (stock
warrants, etc.)

Amounts paid in
2023

Amounts awarded in
respect of 2023
OR Value
OR Simulation

N/A€1,047,089.10

This award was made in application of:(value at December 31,
2023 of the 65,164
performance share rights
awarded in November2023) the 2023 compensation policy, as described in the 2022
Universal Registration Document (page 111) and approved by theOrdinary Shareholders Meeting of May 12, 2023 (6th resolution,
adopted by a 93.82% majority of the votes cast);

Presentation

 the 14th resolution of the Annual Shareholders Meeting of
May 12, 2023 (see pages 455 et seq. of the 2022 Universal
Registration Document), adopted by an 87.04% majority of thevotes cast.

Compensation as a
Director/Supervisory
Board member

N/A

N/A

N/A

Fringe benefits€9,755.40€9,755.40

Company car (accounting value)Compensation for lossof officeNo compensation
paid

No compensation awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);3

 is the subject of detailed disclosures in section 3.4.3.6 of the 2023
Universal Registration Document.
Non-compete
indemnity

No indemnity paid

No indemnity awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);
 is the subject of detailed disclosures in section 3.4.3.7 of the 2023
Universal Registration Document.

Supplementary
pension benefits

No benefits paid

No benefits awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);
 is the subject of detailed disclosures in section 3.4.3.5 of the 2023
Universal Registration Document.

N/A: Not applicable.

At the Ordinary Shareholders Meeting of May 17, 2024, shareholders will be asked to approve the following ordinary resolution:

9th resolution
Approval of the components of the compensation paid or awarded to Florent Menegaux for the year ended December 31, 2023
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended

December 31, 2023 or awarded in respect of that year to Florent
Menegaux, Managing General Partner and Managing Chairman,as presented in the Corporate Governance Report set out insection 3.5.2 of the Company's 2023 Universal Registration
Document.

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

3.5.3 Vote by shareholders at the Ordinary Shareholders
Meeting of May 17, 2024 on the compensation packageof Yves Chapot, General Manager
This section presents the components of the compensation paid or awarded to Yves Chapot for 2023 in his capacity as General
Manager.
Compensation
components put to thevoteAmounts paid in
2023

Amounts awarded in
respect of 2023
OR Value
OR Simulation

Fixed compensation€770,000.00€770,000.00

The annual fixed compensation amount for 2023 wasdetermined in accordance with the 2023 compensation policy
described in the 2022 Universal Registration Document (page107) and approved by the Annual Shareholders Meeting of
May 12, 2023 (6th resolution, adopted by a 93.82% majority of thevotes cast).

Annual variable
compensation€574,583.33€945,907.24

The amount paid in 2023:(Amount that may beawarded in respect of 2023
in application of the 2023
compensation policy,
payable in 2024)

 was due for 2022 and was determined in accordance with the2022 compensation policy, as described in the 2021 Universal
Registration Document (pages 109 to 111) and approved by theOrdinary Shareholders Meeting of May 12, 2023 (10th resolution,
adopted by an 97.78% majority of the votes cast);

Presentation

 is the subject of detailed disclosures in section 3.4.4.2 of the 2023
Universal Registration Document.
The amount awarded in respect of 2023:
 was determined in accordance with the 2023 compensation
policy, as described in the 2022 Universal Registration Document(pages 107 to 109) and approved by the Ordinary Shareholders
Meeting of May 12, 2023 (6th resolution, adopted by a 93.82%
majority of the votes cast).

_142

Deferred variable
compensation

N/A

N/A

No compensation awarded or paid

Exceptional
compensation

N/A

N/A

N/A

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CORPORATE GOVERNANCE REPORT
Individual compensation paid or awarded to the Managers and the Chair of the Supervisory Board for 2023

Compensation
components put to thevoteStock options,performance sharesand other long-termcompensation (stock
warrants, etc.)

Amounts paid in
2023

Amounts awarded in
respect of 2023
OR Value
OR Simulation

N/A€628,247.03

This award was made in application of:(value at December 31,
2023 of the 39,098
performance share rights
awarded in November2023) the 2023 compensation policy, as described in the 2022
Universal Registration Document (page 111) and approved by theOrdinary Shareholders Meeting of May 12, 2023 (6th resolution,
adopted by a 93.82% majority of the votes cast);

Presentation

 the 14th resolution of the Annual Shareholders Meeting of
May 12, 2023 (see pages 455 et seq. of the 2022 Universal
Registration Document), adopted by an 87.04% majority of thevotes cast.

Compensation as a
Director/Supervisory
Board member

N/A

N/A

N/A

Fringe benefits€8,743.24€8,743.24

Company car (accounting value)Compensation for lossof officeNo compensation
paid

No compensation awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);3

 is the subject of detailed disclosures in section 3.4.4.6 of the 2023
Universal Registration Document.
Non-compete
indemnity

No indemnity paid

No indemnity awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);
 is the subject of detailed disclosures in section 3.4.4.7 of the 2023
Universal Registration Document.

Supplementary
pension benefits

No benefits paid

No benefits awardedThis component: is an integral part of the 2023 compensation policy, as describedin the 2022 Universal Registration Document (page 112) andapproved by the Annual Shareholders Meeting of May 12, 2023
(6th resolution, adopted by a 93.82% majority of the votes cast);
 is the subject of detailed disclosures in section 3.4.4.5 of the 2023
Universal Registration Document.

N/A: Not applicable.

At the Ordinary Shareholders Meeting of May 17, 2024, shareholders will be asked to approve the following ordinary resolution:

10th resolution
Approval of the components of the compensation paid or awarded to Yves Chapot for the year ended December 31, 2023
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended
December 31, 2023 or awarded in respect of that year toYves Chapot, General Manager, as presented in the Corporate
Governance Report set out in section 3.5.3 of the Company's
2023 Universal Registration Document.

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CORPORATE GOVERNANCE REPORT
Other information about compensation of the executive officers

3.6

OTHER INFORMATION ABOUT COMPENSATION
OF THE EXECUTIVE OFFICERS

3.6.1 Summary information concerning the executive officers
The data and tables in this section:● present the compensation of the Managers and the Chair of
the Supervisory Board;● have been prepared in accordance with the AFEP/MEDEF
Code (December 2022);● comply with AMF recommendation No. 2012-02 (revised) on“corporate governance and executive compensation incompanies that refer to the AFEP/MEDEF Code –Consolidated presentation of the recommendations
contained in the AMF's annual reports”.

3.6.1.1 Compensation, stock options and performance shares awarded to executive officers(in €) (based on Table 1 in the AFEP/MEDEF Code)Florent Menegaux, General Partner and Managing Chairman with unlimited personal
liability for the Company's debts
Compensation awarded for the year
Value of stock options granted during the year
Value of performance shares granted during the year
Value of other long-term compensation plans
TOTAL
Reference CGEM consolidated net income

2023

2022

2,759,755.40

1,932,169.83

001,047,089.10(1)866,812.76

003,806,844.50

2,798,982.59

1,982,603,493.01

2,008,883,043.82(1) Value at December 31, 2023 of the performance share award described in section 3.4.3.3 of this 2023 Universal Registration Document.

Yves Chapot, General Manager

Compensation awarded for the year
Value of stock options granted during the year

2023

2022

1,724,650.48

1,284,276.57

0Value of performance shares granted during the year
Value of other long-term compensation plans
TOTAL

628,247.03

0
(1)

0

2,352,897.51

1,795,224.72(1) Value at December 31, 2023 of the performance share award described in section 3.4.4.3 of this 2023 Universal Registration Document.

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510,948.15

03CORPORATE GOVERNANCE REPORT
Other information about compensation of the executive officers

3.6.1.2 Compensation paid and awarded to Florent Menegaux (in €)(based on Table 2 in the AFEP/MEDEF Code)Florent Menegaux, General Partner and Managing
Chairman with unlimited personal liability for theCompany's debts
Fixed compensation(1)

Annual variable compensation
Exceptional compensation
Compensation as a Director/Supervisory Board member
Fringe benefit (car)TOTAL
Reference CGEM consolidated net income

2023
Awarded2022
PaidAwardedPaid

1,100,000.00

1,100,000.00

1,016,670.00

1,016,670.00

1,650,000.00(2)905,744.43

905,744.43

1,350,000.00

0

0

0

0

0

0

0

0

9,755.40

9,755.40

9,755.40

9,755.40

2,759,755.40

2,015,499.83

1,932,169.83

2,376,425.40

1,982,603,493.01

2,008,883,043.82

2,008,883,043.82

1,845,066,544.00(1) Compensation paid by Manufacture Française des Pneumatiques Michelin (MFPM), a controlled entity, in consideration of his role as Chairman of theCompany.
(2) Gross amount, calculated based on the achievement rate for the applicable performance criteria, subject to approval of the corresponding resolutions by
CGEM shareholders at the Annual Meeting of May 17, 2024 (see section 3.4.3).

3

3.6.1.3 Compensation paid and awarded to Yves Chapot (in €)(based on Table 2 in the AFEP/MEDEF Code)2023
Yves Chapot, General Manager

Awarded2022
PaidAwarded

Paid

Fixed compensation

770,000.00

770,000.00

700,000.00

700,000.00

Annual variable compensation

945,907.24(1)574,583.33

574,583.33

824,400.00

Exceptional compensation

0

0

0

0

Compensation as a Director/Supervisory Board member

0

0

0

0

Fringe benefit (car)TOTAL

8,743.24

8,743.24

9,693.24

9,693.24

1,724,650.48

1,353,326.57

1,284,276.57

1,534,093.24(1) Gross amount, calculated based on the achievement rate for the applicable performance criteria, subject to approval of the corresponding resolutions by
CGEM shareholders at the Annual Meeting of May 17, 2024 (see section 3.4.4).

3.6.1.4 Compensation received by the non-executive corporate officers(based on Table 3 in the AFEP/MEDEF Code)See the table in section 3.4.1 below.

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CORPORATE GOVERNANCE REPORT
Other information about compensation of the executive officers

3.6.1.5 Stock options granted during the year to executive officers by the issuer and any otherGroup company (based on Table 4 in the AFEP/MEDEF Code)No stock options were granted by the Company to the executive officers during the year.
No stock options have been granted to the Managers since 2012.

Plan no. and date

Type of options(purchase or
subscription)

Value of the options
calculated by the method
used for the consolidated
financial statements

Number ofoptions granted
during the year

Exercise
price

ExerciseperiodFlorent Menegaux

-

-

0

0

-

-

Yves Chapot

-

-

0

0

-

-

3.6.1.6 Stock options exercised during the year by executive officers (based on Table 5 in the
AFEP/MEDEF Code)No stock options have been exercised by the Company's executive officers since 2021, when the exercise period for the last plan
expired.
Plan no. and date

Number of options
exercised during the year

Exercise price

Florent Menegaux

-

0

-

Yves Chapot

-

0

-

3.6.1.7 Performance shares granted during the year to the executive officers by the issuer
and any other Group company (based on Table 6 in the AFEP/MEDEF Code)104,262 of the 3,257,003 share grants given on November 16 and November 17, 2023 pursuant to the authorization given at the
May 12, 2023 Annual Shareholders Meeting were granted to the Managers.

Plan no. and
date

_146

Number of
performance
share rights
granted during
the year

Value of theperformance
share rights Vesting date

End oflock‑upperiodPerformance conditions

Florent Menegaux

Plan 20 ofNovember17, 2023

65,164€1,047,089.10

November17, 2027

November Detailed information is provided
17, 2027
in section 6.5.4.c) “Interim
fulfillment of performance
conditions under theNovember 17, 2023
performance share plan”

Yves Chapot

Plan 20 ofNovember17, 2023

39,098€628,247.03

November17, 2027

November Detailed information is provided
17, 2027
in section 6.5.4.c) “Interim
fulfillment of performance
conditions under theNovember 17, 2023
performance share plan”

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CORPORATE GOVERNANCE REPORT
Other information about compensation of the executive officers

3.6.1.8 Performance shares granted to executive officers for which the lock-up period ended
during the year (based on Table 7 in the AFEP/MEDEF Code)In 2023, lock-up restrictions were not lifted on any performance shares granted to executive officers.

Plan no. and date

Number of performance
shares for which the lock-up
period ended during the year

Vesting conditions

Florent Menegaux

-

0

-

Yves Chapot

-

0

-

3.6.1.9 Past awards of stock options – Information about stock options (based on Table 8 in
the AFEP/MEDEF Code)See the table in section 6.5.3.a) below.

3.6.1.10 Past awards of performance shares – Information about performance shares (basedon Table 9 in the AFEP/MEDEF Code)3

See the table in section 6.5.4.a) below.

3.6.1.11 Deferred variable compensation awarded to executive officers (based on Table 10 in
the AFEP/MEDEF Code)See the table in section 3.6.2 below.

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CORPORATE GOVERNANCE REPORT
Other information about compensation of the executive officers

3.6.1.12 Managers' employment contracts, supplementary pension benefits and other benefits(based on Table 11 in the AFEP/MEDEF Code)

Employment
contract
Executive officer

Yes

Supplementary
pension benefits

Benefits or advantages due or
likely to be due as a result ofterminations or changes ofoffice

No

Yes

No

Non-compete
indemnity

No

Yes

Yes

X(1)

X(2)

X(3)

X(4)

X(2)

X(3)

X(6)

No

FLORENT MENEGAUXPosition: Managing Chairman andGeneral PartnerStart date of term of office: 2018
Expiration of term of office: 2026
YVES CHAPOT
Position: General Manager
Start date of term of office: 2018
Expiration of term of office: 2026

X(5)(1) Florent Menegaux resigned from the position that was the subject of his pre-existing employment contract.
(2) Defined benefit pension plan set up for senior executives of MFPM and CGEM. For detailed explanations, see sections 3.4.3.5 and 3.4.4.5. In accordance with
Government Order No. 2019-697 dated July 3, 2019, the supplementary pension plan set up for MFPM and CGEM senior executives (the Michelin Executive
Supplementary Pension Plan) has been closed to new members since July 4, 2019 and the vesting period was frozen at December 31, 2019.
(3) Benefit defined in the CGEM Bylaws:– set by the Non-Managing General Partner with the endorsement of the Supervisory Board; - only payable in the event of forced departure due to a change ofstrategy or of control; - capped at two years' fixed and variable compensation (this cap includes any other benefits payable on termination of office such as a
non-compete indemnity);– subject to performance conditions (see section 3.3.2.7).
(4) Indemnity payable in his capacity as an executive officer of MFPM:– with the possibility for the Supervisory Board to waive implementation of the non-compete clause;– capped at 24 months' worth of the most recent fixed compensation paid to him by MFPM;– deducted, where appropriate, from the cap equal to two years' fixed and variable compensation applicable to all termination benefits, including
compensation for loss of office payable in the event of a forced departure due to a change in the Company's strategy or control (for detailed explanations, seesection 3.3.2.8).
In accordance with Article R. 22-10-40-III of the French Commercial Code, the non-compete indemnity would not be payable if the person concerned retired onleaving the Group.
(5) Suspended employment contract with MFPM.
(6) Indemnity payable under his suspended employment contract with MFPM:– with the possibility for the Supervisory Board to waive implementation of the non-compete clause;– capped at 24 months' worth of the most recent aggregate compensation paid to him by MFPM;– deducted, where appropriate, from the cap equal to two years' fixed and variable compensation applicable to all termination benefits, including
compensation for loss of office payable in the event of a forced departure due to a change in the Company's strategy or control (for detailed explanations, seesection 3.3.2.8).
In accordance with Article R. 22-10-40-III of the French Commercial Code, the non-compete indemnity would not be payable if the person concerned retired onleaving the Group.

3.6.2 Applicable long-term incentive bonuses awarded to
executive officers in respect of periods prior to 2023
None.

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CORPORATE GOVERNANCE REPORT
Procedure for assessing agreements entered into in the normal course of business

3.7

TOTAL COMPENSATION AWARDED TO
THE GROUP EXECUTIVE COMMITTEE

In 2023, the members of the Group Executive Committee(excluding the Managers) received aggregate grosscompensation of €6,491,332 (including €1,756,544
corresponding to the variable component for 2022 paid
during the first half of 2023). In 2022, the aggregate grosscompensation received by Group Executive Committee

3.8

members totaled €7,764,743.38 (including €3,761,166.00
corresponding to the variable component for 2021 paid
during the first half of 2022). The Group Executive
Committee members do not receive any compensation as
members of the Boards of any Group companies.

TRADING IN MICHELIN SHARES BY THE
CORPORATE OFFICERS AND THEIR CLOSERELATIVES IN 2023

3

Supervisory Board
Delphine Roussy
212 shares acquired on November 15, 2023 without
consideration under the performance share plan (reference priceper share: €28.35).

3.9

To the best of the Company's knowledge, no other transactionsin the Company's shares were carried out by the Managing
Chairman, the Managers, SAGES, Supervisory Board members or
their close relatives during the year.

PROCEDURE FOR ASSESSING AGREEMENTS
ENTERED INTO IN THE NORMAL COURSE
OF BUSINESSIn accordance with Article L. 225-39 of the French Commercial
Code, referring to Article L. 226-10-1 of said Code, theSupervisory Board has established a procedure for the regularreview of agreements entered into in the normal course ofbusiness, in order to obtain assurance that they are on arm's

length terms. The persons directly or indirectly concerned by anyof these agreements do not participate in the review. The
procedure is performed by members of the Legal Department
who refer to the regulatory framework governing these types ofagreement.

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CORPORATE GOVERNANCE REPORT
Articles of incorporation, Bylaws and shareholder participation at General Meetings

3.10 ARTICLES OF INCORPORATION, BYLAWSAND SHAREHOLDER PARTICIPATIONAT GENERAL MEETINGSThe Bylaws, in French and English, can be downloaded from the Company's website (www.michelin.com).

3.10.1 General Partners (Article 1 of the Bylaws)● Florent Menegaux, Managing Chairman;● Société Auxiliaire de Gestion – SAGES (registered in the Clermont-Ferrand Trade and Companies Register under number 870 200 466),
a simplified joint stock company chaired by Vincent Montagne (see the presentation and role of this company, section 3.1.2).

3.10.2 Corporate purpose (Article 2 of the Bylaws)
All operations and activities directly or indirectly linked to the
production, manufacture and sale of rubber, at all stages ofmanufacture, in all forms and for all uses.
All industrial, commercial and financial operations, related inparticular to:● tires, tire components, tire accessories and manufactured
rubber in general;● mechanical engineering in all its applications, and inparticular motor vehicles and industrial vehicles,
components, spare parts and accessories;● the production, sale and use of natural or synthetic
chemicals and their derivatives, in particular the various sortsof elastomers, plastics, fibers and resins, and generally all
activities and products of the chemicals industry, especiallyas related to the products and operations described above;● the filing, acquisition, use, transfer or sale of any intangible
property rights, and in particular patents and related rights,
trademarks and manufacturing processes relating to thecorporate purpose.
To be carried out directly, as well as through equity interests, thecreation of new companies, joint ventures (sociétés enparticipation) and economic interest groups, contributions,partnerships (commandites), the subscription, purchase or
exchange of securities, or interests, in all businesses whose
activities relate to the aforementioned purposes, or by way ofmerger or otherwise.
And generally, all commercial, industrial, real estate, securities andfinancial transactions related directly or indirectly in whole or inpart to any of the purposes specified above or to any similar or
related purposes.

3.10.3 Managers (Article 10 of the Bylaws)
The Company is led by a Managing Chairman and managed by one or more Managers, who are individuals and who may or may not be
General Partners.

3.10.4 Fiscal year (Article 29 of the Bylaws)
The Company's fiscal year begins on January 1 and ends on December 31.

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Articles of incorporation, Bylaws and shareholder participation at General Meetings

3.10.5 Statutory allocation of profits(Articles 12 and 30 of the Bylaws)
Allocation to the General Partners of a share of net income (theProfit Share), calculated as follows:● the portion of the Profit Share attributable to the Managing
General Partner(s) is determined by reference to theobjectives set in advance by the Supervisory Board;● the portion attributable to the Non-Managing General
Partner is equal to the amount attributable to the Managing
General Partner(s) in respect of his/her/their annual variable
compensation or in any other form whatsoever (including in
performance shares).
In all cases, the total Profit Share due to the General Partners is
capped at 0.6% of consolidated net income for the year.

Net income comprises net revenue for the year less general andadministrative costs and all other expenses of the Company,
including any depreciation, amortization and provisions deemednecessary. Net income remaining after the allocation to theGeneral Partners, plus any retained earnings brought forwardfrom the prior year, is attributable to shareholders.
The shareholders may decide to make deductions from this
attributable net income to be used, as recommended by theManaging Chairman, to create or increase one or more reserveor contingency funds, over which the General Partners shall nothave any rights.

3.10.6 Shareholder participation at General Meetings

3

Notices of Meeting (Article 21 of the Bylaws)
Notices of Meeting are issued in such form and with such advance notice as is prescribed by law.

Conditions of attendance (Articles 22 and 24 of the Bylaws)
Shareholders may attend General Meetings regardless of how many shares they own, provided such shares are fully paid up and areregistered in the Company's share register at least three days before the date of the Meeting.

Exercising voting rights – attribution of double voting rights (Article 22 of the Bylaws)
Owners or proxies of owners of fully paid-up shares registered in
the name of the same holder for at least four years shall havetwo votes per share, without limitation.
In the event of a capital increase paid up by capitalizing reserves,income or additional paid-in capital, the resulting bonus shares
distributed in respect of registered shares carrying double voting
rights shall similarly carry double voting rights.

Transfer through inheritance, liquidation of marital assets, intervivos transfers to a spouse or to a relative in the ascending ordescending line shall not result in the loss of double voting rights
or a break in the qualifying period described above.
Shares transferred for any other reason shall lose their double
voting rights ipso jure.

Statutory disclosure thresholds
As of the date of this report, the Bylaws do not require shareholders to disclose their interests to the Company when certain
shareholding thresholds are exceeded.
Further information is provided on the Company's website www.michelin.com.

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CORPORATE GOVERNANCE REPORT
Ownership structure and voting rights

3.11 OWNERSHIP STRUCTURE AND VOTING RIGHTSAt December 31, 2023:● share capital: €357,479,113;● shares outstanding: 714,958,226, all fully paid up;● voting rights outstanding: 990,275,053.
SHARE OWNERSHIPVOTING RIGHTS

2.1%

2.3%

(at December 31, 2023)(at December 31, 2023)

Employee shareownership plan

Employee shareownership plan
67.0%
Non-resident
institutional
investors

20.4%
Frenchinstitutional
investors

61.8%
24.0%
Frenchinstitutional
investors

10.5%

11.9%

Individual
shareholders

Individual
shareholders

Non-resident
institutional
investors

As of December 31, 2023, 714,958,226 shares were held by the public. Due to the 161 Company shares held in treasury, the theoreticalnumber of voting rights outstanding at December 31, 2023 is different from the number of voting rights exercisable at that date.
As of December 31, 2023, to the best of the Company's knowledge:● BlackRock Inc. held 5.73% of the share capital and less than 5% of the voting rights;● Mage Invest held 4.22% of the share capital and 6.04% of the voting rights;● no other shareholder directly or indirectly holds more than 5% of the capital and voting rights;● there are no shareholders' agreements or pacts.
There has been no material change in the Company's ownership structure over the last three years.

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CORPORATE GOVERNANCE REPORT
Financial authorizations

3.12 FINANCIAL AUTHORIZATIONS
The information presented in the following tables, in particular the number of shares, the share price and the maximum purchase price,
has been adjusted to take into account the four-for-one stock split and reduction in the par value of Michelin shares from €2 to €0.50,
decided on May 16, 2022 and effective on June 16, 2022.

3.12.1 Granted by the Annual Shareholders Meetingof June 23, 2020
Employee share issues and/or issue of shares to the Managers and the Chairof the Supervisory Board
Corporate action
Share grants and performance
share plans

Duration (expiration
Resolution date)
25th

38 months(August 2023)

Comments

Utilization during
the year Performance conditions over three years

None Capped at 0.9% of issued capital

3

Share buyback program
Corporate action

Share buyback program
Share cancellations

Resolution Duration (expiration
date)
5th
24th

Comments

18 months(December 2021)

 Statutory limit of 10% of issued capital

24 months(June 2022)

10% of the current capital

Utilization during
the yearNone Maximum purchase price: €45
None

3.12.2 Granted by the Annual Shareholders Meetingof May 21, 2021
Share buyback program
Corporate action

Duration (expiration
Resolution date)

Limitations

Utilization during
the year

Share cancellations

14th

10% of the current capitalNone

24 months(May 2023)

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Financial authorizations

3.12.3 Granted by the Annual Shareholders Meetingof May 13, 2022
Issuance of shares and share equivalents with pre-emptive subscription rights

Corporate action
Issuance of shares and/or
securities carrying rights to shares

Duration(expiration
Resolution date)

Maximum issue amount,based on a share price of€33(1) (in €)Maximum aggregate parvalue of shares (in €)19th €8.25 billion (ordinary
shares)€125 million(2)(3) (less than
35% of issued capital)

None€80 million

None

26 months(July 2024)

Utilization
duringthe year €2.50 billion(4) (securities
carrying rights to shares)
Issuance of new shares bycapitalizing reserves

24th

26 months(July 2024)€5.30 billion(1) CGEM share price at December 31, 2023, 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 24th and 26th resolutions (27th resolution).
(3) This amount may be raised by up to 15% if the issue is oversubscribed, subject to the ceilings set respectively in the 19th, 20th and 21st resolutions(23rd resolution).
(4) With the aggregate nominal amount of all debt securities, with or without rights to shares, authorized by the 19th, 20th, 21st and 23rd resolutions not to exceed€2.5 billion (27th resolution).

Issuance of shares and share equivalents without pre-emptive subscription rights

Corporate action
Issuance of shares and/or
securities carrying rights to shares

Duration(expiration
Resolution date)

Maximum issue amount,based on a share price of€33(1) (in €)Maximum aggregate parvalue of shares (in €)20th €2.40 billion (ordinary
shares)€35 million(2)(3) (less than 10%
of issued capital)

None€35 million(2)(3)(5) (less than
10% of issued capital)

None€35 million(2)(3)(5) (less than
10% of issued capital)

None€35 million(5)None

26 months(July 2024)

Utilization
duringthe year €2.50 billion(4) (securities
carrying rights to shares)
Issuance of shares and/or
securities carrying rights to sharesthrough an offer governed by
Article L. 411-2 of the French
Monetary and Financial Code
(Code monétaire et financier)

21stDetermination of the issue price22nd

26 months(July 2024) €2.40 billion (ordinary
shares) €2.50 billion(4) (securities
carrying rights to shares)

26 months(July 2024) €2.40 billion (ordinary
shares) €2.50 billion(4) (securities
carrying rights to shares)

Issuance of ordinary shares inconnection with a stock‑for-stock
offer or in payment of contributed
assets25th

26 months(July 2024)€2.40 billion(1) CGEM share price at December 31, 2023, 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 24th and 26th resolutions (27th resolution).
(3) This amount may be raised by up to 15% if the issue is oversubscribed, subject to the ceilings set respectively in the 19th, 20th and 21st resolutions(23rd resolution).
(4) With the aggregate nominal amount of all debt securities, with or without rights to shares, authorized by the 19th, 20th, 21st and 23rd resolutions not to exceed€2.5 billion (27th resolution).
(5) Amount to be included in the maximum total capital increase authorized under the 20th resolution.

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CORPORATE GOVERNANCE REPORT
Financial authorizations

Employee share issues and/or issue of shares to the Managers and the Chairof the Supervisory Board
Corporate action

Resolution

Issuance of new ordinary
shares

26th

Duration(expiration date)
26 months(July 2024)

Comments

Utilization during the year

Less than 2% of issued capital

None

Limitations

Utilization during the year

 Statutory limit of 10% of issued
capital

Buyback of 34,529 shares(1)Share buyback program
Corporate action

Duration
Resolution (expiration date)

Share buyback program

5

Share cancellations

28

18 months(November 2023)th Maximum purchase price: €55th

24 months(May 2024)

10% of the current capital

None

3

(1) See section 6.5.6.

3.12.4 Granted by the Annual Shareholders Meetingof May 12, 2023
Employee share issues and/or issue of shares to the Managers and the Chairof the Supervisory Board
Corporate action

Duration
Resolution (expiration date)

Share grants and performance 14
share plans

38 months(July 2026)thComments

Utilization during the year Performance conditions over three
years

Issuance of 3,257,003 rights(1) Capped at 1% of issued capital(1) Please refer to sections 6.5.4 and 6.5.5.

Share buyback program
Corporate action

Duration
Resolution (expiration date)

Share buyback program

5th

Share cancellations

15

18 months(November 2024)

Limitations

Utilization during the year

 Statutory limit of 10% of issued
capitalNone Maximum purchase price: €55th

24 months(May 2025)

10% of the current capital

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

None

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Change of control

3.13 CHANGE OF CONTROL
Because the Company is organized as a société en commandite
par actions (partnership limited by shares), any shareholder
gaining control of the capital and corresponding voting rights
could not exercise control over the Company without theapproval, in accordance with the Bylaws, of the Non-Managing
General Partner and/or, as the case may be, all of the General_156

Partners and/or the Supervisory Board, which would be required
to make the following decisions:● election of new Managers;● amendment of the Bylaws;● election of new General Partners.

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CORPORATE GOVERNANCE REPORT
Statutory Auditorsʼ report, prepared in accordance with Article L. 22-10-78 of the French Commercial Code on the Corporate
Governance Report

3.14 STATUTORY AUDITORSʼ REPORT, PREPAREDIN ACCORDANCE WITH ARTICLE L. 22-10-78
OF THE FRENCH COMMERCIAL CODEON THE CORPORATE GOVERNANCE REPORTIn accordance with French professional auditing standard NEP 9510(1), the Statutory Auditors' review of the Supervisory Board's
Corporate Governance Report, pursuant to Article L. 225-235 of the French Commercial Code, is described in the Statutory Auditors'
report on the annual financial statements presented in section 5.3.3 herein.

3(1) Norme d’exercice professionnel 9510 (approved by the government order of October 1, 2018 published in France’s Journal Officiel, edition no. 0232, on October 7, 2018) on thesubject of the Statutory Auditor’s procedures relating to the management report, other documents on the audited entity’s financial position and financial statements and information
included in the Corporate Governance Report, as communicated to the members of the governance body called on to approve the financial statements.

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4.1

4.1.1
4.1.2
4.1.3
4.1.4
4.2
4.2.1
4.2.2
4.2.3
4.2.4

Non-Financial
Statement

INTRODUCTION
Scope of the report
Definition of content and scope of reporting
Reporting cycle and period
Indicators
Fair, verifiable data

160
161
161
161
161
166

SUSTAINABLE DEVELOPMENT REPORT
Introduction – Michelin sustainable development
The Group’s main non-financial performance indicators
The Environment
Human rights and employee relations
Employee and contractor health, safety and security
Ethics and compliance

166
166
173
175
232
259
267

NON-FINANCIAL STATEMENT
Identification of the main risks
Table of Concordance – Non-Financial Statement
Table of Concordance – Other CSR Issues
Report by one of the Statutory Auditors, appointed as independent third party, on the verification of theconsolidated non‑financial statement

291
291
292
296
298

4.3

DUTY OF CARE PLAN
4.3.1 Methodology
4.3.2 Table of concordance

302
302
303

4.4

OTHER TABLES OF CONCORDANCE
4.4.1 Global Reporting Initiative (GRI)
4.4.2 Table of concordance for the SASB (Sustainability Accounting Standard Board)
4.4.3 Sustainable Development Goals

309
309
317
318

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NON-FINANCIAL STATEMENT
Introduction

INTRODUCTION
Global awareness of the systemic nature of sustainable
development issues (planet-wide challenges, social fracturing,etc.) rose considerably over the course of 2023. This is why our
response is consistently guided by a commitment to striking theright balance between People, Profit and Planet, the three pillarsof our All-Sustainable vision.
One of the critical drivers moving this transformation forward
may be summed up in one word: engagement. In this respect,
2023 was a pivotal year, when the engagement of our employees
strengthened our process and prepared us for the milestones
ahead, in particular the new sustainability reporting standards.
During this year of transition, the Michelin Group intensified
programs to enable every employee to ramp up their skills in
addressing sustainable development issues.
As part of this process, the new Talent Campus for
Sustainability was opened, with job family-specific modules
designed not only to give employees greater insights into theissues, but also to help them take action to meet theirsustainability challenges.

The Group has undertaken powerful commitments across a fullrange of sustainable development issues, from environmental
stewardship to social responsibility, with the following highlights
during the year concerning:● Biodiversity: the Michelin Group pledged to apply therecommendations of the Task Force on Nature-related
Financial Information (TNFD) in 2026, with respect to the2025 reporting year.

● The circular economy: in July, a Michelin car tire containing
45% renewable or recyclable materials won an award inFrankfurt, attesting to the ambitious objectives in the Group’s
roadmap.
● The climate strategy: the Group is still aligned with its netzero emissions targets for 2050, which are being pursued
without using any carbon credits to offset emissions from its
direct or indirect activities, in accordance with SBTi standards.
● Employee relations: Michelin earned certification for all its
member companies(1) for ensuring that their employees
are paid at least the equivalent of the Fair Wage
Network’s living wage benchmark.
● Human rights: the Group rolled out its human rights policy inthe operating regions during the year.
This corporate transformation is also being built as part of aholistic ecosystemic approach, supported by collaborative
projects with the world’s leading sustainable development
institutions. In this regard, it is worth noting that in June 2023,
Florent Menegaux was elected to a three-year term as Presidentof the United Nations Global Compact France Network. The
Michelin Group is deeply dedicated to playing a key role inpursuing sustainable development objectives in local
communities and in supporting their economic actors, from small
businesses to major corporations.

(1) 100% of Group companies, representing 100% of Group employees, except for companies either acquired in 2023 (plus the four RLU companies) or in the process of being sold.

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NON-FINANCIAL STATEMENT
Scope of the report

SCOPE OF THE REPORTSDG 12.6.

Definition of content and scope of reporting
The Michelin Group consists of Compagnie Générale desÉtablissements Michelin (CGEM), a French société en commandite
par actions (partnership limited by shares) listed on the Euronext
Paris stock exchange, and its subsidiaries, in which it owns at least
a 50% equity interest or over which it exercises exclusive control.
In every host country around the world, it applies the corporatesocial responsibility (CSR) reporting standards defined by French
legislation.

This report therefore complies first and foremost with theprovisions of the French Commercial Code, which in its
Articles L. 225-102-1 and L. 22-10-36 requires every company
that is publicly traded in France to include in its management
report a non-financial statement disclosing how it manages thesocial and environmental impact of its business operations, aswell as the impact of these operations with regard to upholding
human rights and preventing corruption and tax evasion.

To strike the right balance between regulatory compliance, meeting stakeholder expectations (as increasingly expressed inemerging international reporting standards) and maintaining readability, the report is organized into two sections. The first,
the Sustainable Development Report, offers a common core of content addressing the shared expectations of all our
stakeholders. This is followed by the Non-Financial Statement (4.2) and the Duty of Care Plan (4.3), which are presented in
the form of concordance tables, whose disclosure categories specifically refer to the related paragraphs in Chapter 1 above and theSustainable Development Report below. In particular, this report has been prepared in accordance with Global Reporting Initiative(GRI)(1) compliance reporting, the Auto Parts standard of the Sustainability Accounting Standards Board (SASB), and the degree of
impact on the 17 United Nations Sustainable Development Goals (SDGs), as expressed in the concordance tables at the end of
this chapter.

4

The Michelin Group applies all the Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) issued onJune 29, 2017.

Reporting cycle and period
The reporting cycle is annual, with this year’s reported data covering the 12 months from January 1 to December 31, 2023.

Indicators
Based on the ambitious objectives and targets set for 2030,
certain key performance indicators were defined in 2020.
For comparative purposes, historical data for these new
indicators are presented over the past two years.
For the other key indicators, which have not changed,
performance data are still reported over the past five years.

ESG data have been reported on michelin.com(2) since 2021.
Restatements: If calculation methods change or erroneous data
are corrected, a restatement is issued, with an explanation
systematically provided for each indicator.
Unless otherwise specified, when a new company joins theGroup, data for years prior to the date of acquisition are notrestated.

(1) In accordance with the standards specified in GRI 1: Foundation 2021, effective for reports published on or after January 1, 2023.
(2) https://www.michelin.com/en/investor/regulatory-information

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NON-FINANCIAL STATEMENT
Scope of the report

General scopes of reporting
The scope of CSR reporting is intended to be the same as theMichelin Group’s accounting scope of consolidation. These
scopes are regularly enlarged with new companies through theGroup’s acquisition-led growth strategy.
The principles for integrating new companies into the CSR
reporting process were defined in 2022.
● Newly acquired companies are integrated into the CSR
reporting process(1).

● Most companies are integrated within three years after
closing. However, for certain indicators, whose calculationand consolidation require the installation of an information
system and/or an alignment with the company’s business,
integration can take up to five years after closing.
● Health & safety and ethics indicators are managed andtracked from the first year.

● Data coverage for the consolidated indicators depends ontheir relevance to the industry, the materiality of their impact
and the maturity of the company.

1ST YEAR

2ND YEAR

3RD YEAR

4TH YEAR

Planet: climate

5TH YEAR

Ad-hoc indicator, if necessary

Planet: resources and biodiversity
Human rights: decent work at our suppliers
Social: diversity, inclusion and equal opportunity

HR IS-IT + Job Mapping

Social: health and safety
TCIR management
Engagement and workplace well-being rate
Social: consumer safety

Ad-hoc indicator, if necessary

EthicsHR, IS/IT

Ethics management

Environment

SocialEthics(1) Excluding joint ventures that are less than 50% owned.

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NON-FINANCIAL STATEMENT
Scope of the report

Employee relations indicators
Michelin has redefined its employee information reporting
process in compliance with Articles L. 225-102-1, L. 22-10-36 andR. 225‑105 et seq. of the French Commercial Code.

information. Unless otherwise specified, these data concern
employees under all types of work contracts, except interns,
apprentices and work-study trainees.

Data collection tools and reporting scope

The annual Moving Forward Together (MFT) employee
engagement survey is conducted in all the companies in theGroup’s accounting scope of consolidation and all thesubsidiaries(2).

Applications
Workday personnel management software has been used to
manage employee data in the main consolidated companies
since 2019.
Scope of reporting
Workforce numbers are consolidated at Group level. In recent
years, the Michelin Group has made significant acquisitions,whose employee data are now being seamlessly integrated into
the Group’s Personnel Department information systems. Most of
the employee information analyzed in compliance with
Article R. 225-105 of the French Commercial Code (workforce
numbers, working hours, health & safety data, labor relations,training, equal opportunity) concerns all of the Group’s
consolidated units except for the dealership networks andcompanies acquired in recent years(1), i.e., 84.2% of all
employees on payroll, versus 82% in 2022. This corresponds tothe scope of reporting in our human resources management
software. The significant increase in the percentage of theworkforce covered by reported data attests to thecontinuous progress made in the management of employee

Indicator consolidation method
Data were reported by the country organizations and companies
in accordance with corporate guidelines. These guidelines
describe, for every Michelin host country and member company,
the process for compiling the information required by
Article R. 225-105 of the French Commercial Code. They also
specify the implementation and outside audit procedures that
ensure that the process is managed efficiently and consistently
across the organization. Lastly, they define the indicators or cite
the references in which they are defined. Each country
organization is responsible for the fairness and accuracy of thereported data.
Certifications
ISO 45001: 2018 Occupational health and safety management
systems.

4● 12 certified facilities(3).

Societal indicators
The Group’s engagement with local communities through its employees is designed around three objectives: help develop the local
economy, support the personal growth of people in the community, and improve road safety. The resources allocated by the Group tocommunity outreach programs and their real-world impact are reflected in the monetary value of the financial assistance provided, thetime devoted by employees, the number of people benefiting from the programs, and the number of jobs created with Michelin’s
support.

Environmental indicators
The environmental impact of Michelin facilities
Since 2021, the industrial – Michelin Environmental
Performance indicator (i-MEP) has replaced the previous MEF
indicator, which enabled Michelin to manage and demonstrate
the steady reduction in its environmental impact from 2005 to
2020. The change was prompted by the progress made over that
period. The new indicator was defined to reflect the following
main factors:● changes in certain areas, such as the increased use ofrenewable energies;● the availability of resources, with the inclusion of a water
stress coefficient specific to each facility;● alignment with the Group’s VOC objectives: volatile organic
compound (VOC) use is now measured;● the progress made since 2005: landfilled waste is no longer
tracked.
In this way, the i-MEP improves tracking of the sustained
progress the Group hopes to drive over the 2021-2030 period.
The base year is 2019, which was deemed more representative
than 2020 due to the impact of the health crisis.
This indicator is calculated based on data for each of the fivecomponents expressed in units per tonne of semi-finished (SF)and finished product (FP) output. As a result, its ratios are notcomparable to the ratios used during the MEF period (20052020), which were based solely on finished product output. Thischange means that the indicator now more accurately reflects
the diversity of the Group’s manufacturing operations.

(1) BlackCircle, CVB, Euromaster, Fenner, Ihle, Klinge, Lehigh, Multistrada, Oliver Rubber, Teleflow, Tyreplus, Tyredating, Roadbotics, MTP, Allopneus, call for you, Log for you, PT Royal
Lestari Utama, Cemat, Wilvic Australia, FCG and Levorin.
(2) Based on the calendar of new company acquisitions in the Group report. In 2023, the Moving Forward Together survey polled 110,613 employees. Historical data have all been
restated to ensure that inter-year comparisons are meaningful.
(3) The number of certified facilities is steadily increasing, in line with customer expectations and standards.

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NON-FINANCIAL STATEMENT
Scope of the report

Basic components and weighting of i-MEP:
Components

Weighting

Energy use

20

CO2 emissions

20

Organic solventuse

20

Water withdrawals x water
stress20

Amount of waste generated

20

Methodological note
By definition, the 2019 Group i-MEP baseline is equal to 100. The formula for calculating the indicator is as follows:
Reporting year CO2
emissions (t/t of SF + FP) x 20

Reporting year
organic solvent use (kg/t of SF + FP) x 20

Group CO2
emissions 2019 (t/t of SF + FP)

Group
organic solvent use 2019 (kg/t of SF + FP)

Reporting year
energy use (GJ/t of SF + FP) x 20

Reporting year water stress x
water withdrawals (cu.m/t of SF + FP) x 20

Reporting year
waste generated (kg/t of SF + FP) x 20

Groupenergy use 2019 (GJ/t of SF + FP)

Group water stress x
water withdrawals 2019 (cu.m/t of SF + FP)

Group
waste generated 2019 (kg/t of SF + FP)

SF: Semi-finished products/FP: Finished products

Data collection tools and reporting scope
Applications
Data are reported in the same format by every site around theworld via a networked application. The reported indicators aredefined and standardized in a reference guide that is used during
internal audits and independent reviews.
Scope of reporting
In 2023, the scope of i-MEP reporting covered 75 production
plants, natural rubber processing facilities and Technology
Centers having a material impact on the environment. Data arecollected for the period from January 1 to December 31, 2023.
If a new facility is opened, it tracks i-MEP data after completing a
one-year break-in period. In the case of closure, the facility isremoved from scope at the end of the calendar year in which it
closed, but its environmental data are included until the lastmonth of reported production. In 2023, the Multistrada plant was
included in the i-MEP and the Davydovo facility in Russia was
excluded after its disposal.

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Recently acquired businesses are gradually integrated into theGroup indicator through a process based primarily on aligningand consolidating their data.
Using this process, data from Camso’s operations were aligned
and consolidated from 2021 to 2023, resulting in an impact
estimated at around 3% of the Group’s i-MEP components. These
operations will be integrated into the i-MEP from January 1, 2024.
The same process, which applies to all the Group’s acquisitions,is currently underway for Fenner's business operations.
Certifications
ISO 14001: 2015 Environmental management systems.
● 93.4% of production facilities have been certified, covering
98.3% of tire output.
ISO 50001: 2018 Energy management systems.
● 4 certified facilities;● energy performance improvement system based on leanmanufacturing principles and compliant with ISO 50001;● deployed in 88% of the production facilities in the i-MEP
scope of reporting.

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NON-FINANCIAL STATEMENT
Scope of the report

Environmental performance of acquisitions
The Michelin Environmental Policy stipulates that “concerning
newly created or acquired companies, the implementation plan isdefined with the head of the company and submitted to
the Environmental Governance body for validation.” As such, theenvironmental performance of Camso, Fenner and Multistrada is
now being tracked and improvement targets aligned with the 2030
and 2050 objectives are being deployed. The Multistrada plant
has been tracked by the i-MEP since January 1, 2023, and theCamso facilities will be integrated as of January 1, 2024.
Camso

Environmental performance

2023

Water withdrawals (cu.m)

438,889

Waste produced (tonnes)

12,178Energy consumption (GJ millions)

1.08

Scope 1 and 2 CO2 emissions (tonnes)

89,758

VOC consumption (tonnes)

571

Included in the 2023 i-MEP

No, integration will takeeffect on January 1, 2024

FennerObjective

2023
600,062

Aligned with theobjectives
described in
section 4.1.1.4 c)
to f)

Objective(1)

21,857(1)0.80(1)57,455(1)Being defined by
the teams

53(1)
No

(1) Data reliability to be improved in 2024.

The Group’s carbon footprint
Since 2014, Michelin has used the CDP Climate Change
questionnaire to disclose its annual CO2 emissions in the three
scopes defined in the core Greenhouse Gas Protocol (see thefollowing documents: "The Greenhouse Gas Protocol: A Corporate
Accounting and Reporting Standard (revised edition)"(1) and its
supplement Corporate Value Chain (Scope 3) Accounting andReporting Standard(2)):● Scope 1: emissions from fixed or mobile sources that are
owned or controlled by the Company;● Scope 2: emissions from the generation of purchased electricity,
heating, cooling and steam consumed by the Company;● Scope 3: emissions that are a consequence of the activities of
the Company, but occur from sources not owned orcontrolled by the Company. The standard defines 15 activity
categories, of which 13 correspond to the Group’s value chain.
Of the latter, 12 have been deemed required(3) for disclosure,with the “use of sold products” category considered as
optional. This is because the CO2 emissions from the use of atire on a vehicle are indirect, as opposed to the emissions fromthe use of the vehicle itself. This accounting method isderived from GHG Protocol guidelines.
In accordance with the GHG Protocol, Scope 1, 2 and 3 inventory
is calculated for an overall base corresponding to the Group’s
consolidated financial reporting, with the calculations for each
Scope based on GHG Protocol methodologies and guidelines.
The salient methodological points are as follows:

factors. The method of calculation is documented in aninternal standards manual. Results are issued as part of the iMEP indicator tracking process. Emissions excluded frominventory data account for less than 5% of Scope 1 and 2
greenhouse gas emissions.
The CO2 emissions of the companies mentioned above in thesection on the Environmental Performance of Acquisitions,were similarly calculated using primary data from thefacilities’ energy bills and standardized CO2 emission factors.

4● Scope 3: Calculations are based on secondary data,assumptions made in the absence of certain data, andcurrent state-of-the-art CO2 emission factors found in themain databases (e.g., www.ecoinvent.org). The method of
calculation is documented in an internal standards manual.
Because it is difficult to obtain reliable primary data outside theboundaries of operational control, the estimated uncertaintyof the results ranges from ±10% to ±30%, depending on theactivity category. The results for each required Scope 3
category(3) are now updated annually(4). For each one, the2023 scope of reporting covers the Group’s long-standing
member companies, as well as all the categories material toMultistrada, Camso and Fenner. Work is underway to integrate
emissions from the non-material categories, i.e., categories 6,8, 12 and 14 for Multistrada, categories 5, 6, 8, 12 and 14 for
Camso and categories 4, 5, 6, 8, 9, 12 and 14 for Fenner.

● Scopes 1 and 2: Calculations are based on primary data fromthe facilities’ energy bills and standardized CO2 emission(1) World Business Council for Sustainable Development and World Resources Institute.
(2) World Resources Institute and World Business Council for Sustainable Development, September 2011.
(3) Required Scope 3: material categories: Purchased goods and services (Cat. 1); Fuel- and energy-related activities (Cat. 3); Upstream transportation and distribution (Cat. 4); andDownstream transportation and distribution (Cat. 9). Other categories: Capital goods (Cat. 2); Waste generated in operations (Cat. 5); Business travel (Cat. 6); Employee commuting (Cat.
7); Upstream leased assets (Cat. 8); End-of-life treatment of sold products (Cat. 12); Franchises (Cat. 14); and Investments (Cat. 15).
(4) Except for emissions from raw materials transportation (part of category 4: upstream transportation and distribution) due to a lack of annual data. An application for tracking theseemissions is currently being introduced.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Fair, verifiable data
For the seventeenth consecutive year, Michelin’s CSR data were reviewed by PricewaterhouseCoopers Audit, the Statutory Auditor
designated as an independent third party. In 2023, for the fifth time, their review was conducted in accordance with the enabling decreeof August 9, 2017, which defines guidelines for independent third parties in performing their review of the Non-Financial Statement(NFS). Following the review, PricewaterhouseCoopers Audit issued a report attesting to the presence, fairness and compliance of therequired information.

4.1

SUSTAINABLE DEVELOPMENT REPORT

Introduction – Michelin sustainable development
Michelin’s All Sustainable vision informs everything the Group does to fulfill its purpose of “offering everyone a better way forward.” Inparticular, it ensures that all of the improvement objectives and targets are addressed at every stage in the definition and deployment of
its strategy.

Governance
The Group’s CSR governance system is based on the guidelines in
the ISO 26000 (Social Responsibility), ISO 14001 (Environmental
Management) and ISO 20400 (Sustainable Procurement)
standards.

Participation of Group Executive Committee (GEC)
members in CSR governance
The nine members of the Executive Committee assist the two
Managers in their strategic decisions concerning sustainable
development and other issues (see GRI 2-14/1: Governance). As
of December 31, 2023, the Committee included:● the Chief Personnel Officer;● the Executive Vice President, High-Tech Materials BusinessLine – Oversees the Sustainable Materials and Circularity
Operational Department;● the Executive Vice President, Automotive, Motorsports andTwo-Wheel Business Lines – Oversees the Americas Regions;● the Executive Vice President, Mining, Beyond Road andAviation Business Line – Oversees the Africa/India/Middle
East, East Asia and Australia Regions;● the Executive Vice President, Distribution and Services &Solutions Business Lines – Oversees the Strategy, Innovation& Partnerships and Sustainable Development and Impact
Corporate Departments and the China Region;● the Executive Vice President, Manufacturing;● the Executive Vice President, Urban and Long-DistanceTransportation Business Line – Oversees the European Regions;● the Executive Vice President, Corporate Engagement and
Brands – Oversees the Michelin Lifestyle Business Line; and● the Executive Vice President, Research & Development.
Committee members participate in the governance bodies
dedicated to the environment, human rights, health & safety,
ethics (committee) and Sustainable Finance, according to theirarea of responsibility in the Group. The organization,
responsibilities and objectives of each Governance body arepresented in each section.
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Oversight by the Group Management Committee(CDG)
The Group Management Committee tracks progress on
sustainable development at dedicated meetings held twice ayear.
The Committee includes all the members of the Executive
Committee, as well as the heads of the following functions: Legal,
Purchasing, Finance, Information Systems, Internal Control, Audit
and Quality, Strategy, Supply Chain, Corporate and Business
Services, China Region and North America Region.
Led by the Corporate Vice President, Impact and Sustainable
Development, these sessions verify that steady progress is being
made towards the Ambitions targets and validate the strategic
objectives of the Ethics Committee and the Environment, Human
Rights, Employee Health & Safety and Sustainable Finance(created in 2022) governance bodies, including the managementof the Group’s non-financial risks and their internal control.

A CSR Committee (CSRC) within the Supervisory
Board
In 2020, the CGEM Supervisory Board set up a CSR Committee toanalyze in detail the issues involved in Michelin’s corporate social
responsibility and to support Board deliberations andrecommendations and Manager decisions in this area.
The membership, responsibilities, procedures and deliberationsof the CSR Committee in 2023 are presented in section 3.2.11.3
Corporate Social Responsibility Committee (CSRC) of this
Universal Registration Document.
During the four Committee meetings in 2023, presentations weregenerally led by the Corporate Vice President, Sustainability andImpact Department, with the participation of other unit directors
or managers, mentioned where appropriate.
The Chair of the Committee reported to the Supervisory Boardon the Committee's work on February 10, July 25 andDecember 15, 2023.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

The Corporate Stakeholders Committee
Created in 2016, the Corporate Stakeholders Committee offers
advice and support in assessing the alignment of Michelin’s
sustainable development strategy with outside needs andexpectations.

It is made up of independent members from outside the Group
who are representative of the Group’s key stakeholders. They areappointed for three-year terms, renewable once. At least once a
year, the Committee meets with the Executive Committee for a
full day of in-person presentations. See 4.1.2.3 a) A corporate
committee.

4*Transforming the Group from within
The All Sustainable vision holistically informs the Group’s
strategy, while structuring its deployment and performance
metrics.
As part of this vision, a program was initiated in 2020 to drive six
transformations(1), two of which are aimed at improving theGroup’s ability to address environmental, employee relations andsocial issues.
More than ever, the Michelin Group is determined tosupport the transition that the world needs to become moreenvironmentally and socially responsible.

Training employees in sustainable development issues
In addition to covering environmental aspects, the Group has set
up the Talent Campus for Sustainability to upskill every
employee in the full range of environmental, social, governanceand other sustainable development issues. It offers a rich, varied

array of both classroom and online courses, from awarenessbuilding workshops to job certification programs, covering
sustainability challenges, initiatives to undertake individually or on
the job, Michelin policies and tools, and job family-specificcurricula.
Among the many learning opportunities, the collaborative
Climate Fresk(2) workshop was chosen as the preferred tool for
imparting knowledge and a shared language on climate issues.
These workshops leverage collective intelligence to improveunderstanding of the causes and consequences of climatechange and empower participants to take action. First launched
in France, where more than 6,600 people have attended
since 2020, the Fresk has since been widely deployed in otherhost countries around the world, where more than 5,000
people had attended by the end of 2023. Roll-out will continue
apace in 2024, supported by a network of more than 450 inhouse facilitators.

(1) The six transformations are: Capturing and mining data, Accelerating innovation, Agile Michelin, All in Action for the Environment, I am Michelin and Customer Focus. By enabling
every internal stakeholder to engage in the process, the Transformation projects supplement the management of sustainable development issues by the Group’s governancemechanisms.
(2) https://fresqueduclimat.org/

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NON-FINANCIAL STATEMENT
Sustainable Development Report

NUMBER OF CLIMATE FRESK PARTICIPANTS

Methodology/Approach
Devised in 2021, the materiality matrix plots the 27 core issues
for the Group and its stakeholders.

12,00010,500In particular, the matrix shows:9,000● a general convergence among outside stakeholders andMichelin Group employees concerning the relative
importance of the issues;

7,500
6,000

● support for the 3P (People, Profit, Planet) approach, withboth internal and external stakeholders expecting theMichelin Group to address every aspect of sustainable
development.

4,500
3,000
1,500

Taking a more detailed look, the matrix highlights theimportance of:

0
2020

2021

2023

2022

● carbon emissions, in environmental issues;● an employee-focused approach (health, safety, diversity andinclusion, and improved talent retention), in labor relations
issues;● ethics and product quality, in business issues.

STAKEHOLDEREXPECTATIONS
4.0

3 - Direct contribution to climate change(Scopes 1 and 2)
4 - Environmental impact of raw materials
5 - Indirect contribution to climate change (Scope 3)
6 - Respect for human rights in the supply chain
7 - Sustainable procurement and responsible
supplier relationships
9 - Diversity and equal opportunity
10 - Business ethics

Critical

3.5

Verystrong

11 - Collaboration with our ecosystem
12 - Data protection
13 - Responsible governance
14 - Air quality
15 - Eco-design of our products and services
16 - End-of-life products

17 - Local community development
18 - Transparency and access to information

3.0

Strong2.5

22 - Employee volunteer service
23 - Management of employee relations
24 - Responding to environmental damage
25 - Protecting soil quality and biodiversity
26 - Waste management
27 - Responsible water management

Strong

1 - Employee health and safety
2 - Quality and safety of products and services

8 - Development of new services
and solutions in our new non-tirebusinesses

20 - Developing employee skills
21 - Fostering workplace well-being

19 - Attracting and retaining talent

Very strong

3.0

3.5

Critical

4.0

IMPORTANCE FOR MICHELIN
Environment

SocialBusiness and governanceIn line with the latest guidance issued by the European Securities Markets Authority (ESMA) on the risk factors to be reviewed pursuant to
the revised European prospectus directive, some of the main CSR risk factors identified by the Group are not covered in the “RiskManagement” section (see section 2.1 Risk factors specific to Michelin, description and related management systems). This is because
these risks, which have long been addressed by Michelin, have been effectively attenuated by the prevention systems in place acrossthe Group. Moreover, while most of the issues raised by these risks are already considered to be among the Group priorities in its
materiality matrix, they do not seem to be necessarily specific to Michelin, within the meaning of Regulation (EU) 2017/1129 of theEuropean Parliament.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Of the 27 issues, the Group initially selected the ten most critical(shaded in darker blue in the matrix) and expressed them asrisks, forming the core of its Non-Financial Statement. These tenrisks, which are the most material to the Group, were identified
on the basis of the materiality matrix exercise, which was last
carried out in 2021. Each issue’s management process is further
detailed below, in its dedicated section.
The remaining 17 issues comprise:● seven environmental issues addressed in this chapter, with asection discussing the climate change adaptation plan;● six employee relations & human rights issues discussed in
the Duty of Care Plan;● four business & governance issues discussed in detail in
Chapter 3, while “Data protection” issues are dealt with below
and “Collaboration with our ecosystem” is addressed in
Chapter 1. “Transparency and access to information” is thewhole purpose of this Universal Registration Document(1).
Note that the issues of “Attracting and retaining talent”, “Quality
and safety of products and services” and “Indirect contribution toclimate change (Scope 3)” are also addressed in Chapter 2, given
their specific features and the materiality of their impact on theGroup, and that the issue of “Development of new services andsolutions beyond tires” is discussed in Chapters 1 and 2.

The cross-reference table below illustrates the link between the matrix’s ten most critical issues and their related non-financial
risks.
Materiality matrix issue

Risks identified in the CSR map

Corresponding paragraph

1 – Employee health and safety

9 – Employee and contractor
health and safety

4.1.3 Employee health and safety
4.1.2.4 Supporting employee growth and development

2 – Quality and safety of products andservices

8 – Tire product safety

4.1.4.3 Guaranteeing the qualityof our products and services

3 – Direct contribution to climate change(Scopes 1 & 2)

6 – Climate change impact of our Scope 4.1.1.1 a) Transition plan: decarbonizing
1 & 2 operations
our operations/Scopes 1 & 2: reaching net zero
emissions in the manufacturing operations by 2050

4 – Environmental impact of raw materials

4 – Non-climate change-related impactof our raw materials
on the environment

4.1.1.2 Enhancing the circularity of our products

5 – Indirect contribution to climate change(Scope 3)

3 – Climate change impact of our
suppliers (Scope 3)

4.1.1.1 a) Transition plan: decarbonizing ouroperations:

1 – Climate change impacts from theuse of our products (Scope 3)

Scope 3: reducing emissions fromour transportation operations

4

Scope 3: reducing emissions from purchased raw
materials and components
4.1.1.1 b) Transition plan: company strategy/
Opportunities and risks/Designing ultra-energy
efficient products
6 – Respect for human rights
in the supply chain

2 – Supplier failure to respect humanrights

4.1.4.2 Demonstrating our CSR commitments throughresponsible procurement policies

7 – Sustainable sourcing and responsible
supplier relations

5b – Non-compliance with our Supplier
Relations Code of Conduct

4.1.4.2 Demonstrating our CSR commitments throughresponsible procurement policies

8 – Developing products and services
beyond tires

Strategic risk addressed in section 2

2.1 Risk factors specific to Michelin,description and related management systems/Risk 6:
M&A and major projects

Chapter 1

The Group’s business growth strategy
with, around and beyond tires

9 – Diversity and equal opportunity

7 – Discrimination

4.1.2.2 Instilling an inclusive culture of diversity
and preventing discrimination

10 – Business ethics

5a – Ethical violations

4.1.4.1 Ensuring ethical business practices(1) Universal Registration Document.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Map of the most critical non-financial risks
NET IMPACTHigh

1 • Impact of the use of our products
on climate change (Scope 3)

2 • Supplier non-respectof human rights
3 • Supplier impacts
on climate change (Scope 3)

Medium4 • Non-CC* environmental impactsof our raw materials
5A • Unethical behavior
6 • Impact of our operations
on climate change (Scopes 1 and 2)

5B • Non-compliance with our
supplier relations code of conduct

7 • Discrimination

Low

8 • Tire product safety
9 • Employee and contractor health and safety

Weeks

MonthsYears

Decades

TIMESCALE OF IMPACTS
Environment

Whether environment-, employee- or business and governancerelated, the issues in the materiality matrix have all beentranslated into risk families based on the internal risk assessment
method (specified in more detail in section 2.1. Risk factors
specific to Michelin, description and related management
systems). They were then assessed and plotted by the Group’s
experts according to:● their net impact on outside stakeholders, i.e., their potential
severity, assessed on multiple criteria, including their impact
on the environment and people, and the risk mitigation
measures deployed through existing mechanisms;● their impact timeframe, i.e., how long the risks may occur.

SocialBusiness and governance

Risks and Impacts are measured according to two impact scales:● a financial, reputational and human impact scale for risks;● an accountability scale for environmental, social and business& governance Impacts.
Accountability, as defined in the ISO 26000 standard, meansthat an organization must be answerable for its impacts on
stakeholders. The divisions on the accountability scale aredetermined by the amount of impact and the organization’s
degree of influence on the impacted ecosystem.
The risks/impacts and their remediation plans are discussed
below in the following sub-sections:

In the case of environmental risks, the plots reflect the main risks
throughout a product’s life cycle.

● The Environment;

To impel continuous improvement, the Group has also formallydefined a methodology to address double materiality factors(1), toassess the value created by the Group in the three People, Profit
and Planet bottom lines. To this end, the risks presented in 2022
have been broken down this year into two categories:● Employee and contractor health, safety and security;● Human rights and employee relations;● Ethics and compliance.

● Risks, when they could have potential repercussions on theGroup;• Impacts, when they could have potential repercussions on theGroup’s ecosystems.

(1) See section 2.1 Risk factors specific to Michelin, description and related management systems.

*

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Climate change.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Indicators
Michelin is pursuing its 2030 commitments structured around the 3Ps (People, Profit, Planet) and announced in 2021. To drive
continuous improvement in its performance, eight objectives relate to non-financial aspects(1).
Managed on an annual basis, these objectives are enabling the Group to steadily improve in all its financial, environmental, employee andsocial responsibilities, as embodied in its All Sustainable vision.
In addition to these Ambitions, Michelin has long deployed clearly defined processes and meaningful indicators capable of tracking andimproving its corporate social responsibility performance. The outcomes of the most important of these processes and indicators arepresented in this report.

Non-Financial Statement: Michelin, a recognized All Sustainable approach
A wide variety of indices, labels and ratings regularly assess the Group.
To assess its environmental, social and governmental (ESG) performance as objectively as possible, the Michelin Group tracks the ratingsand scores assigned to it by the leading internationally recognized non-financial rating agencies.
SUSTAINALYTICS

MSCI

CDP

ECOVADIS

ISS-OEKOM

MOODY’S ESG

LOW RISKAAA

A- and B

78/100B-

71/1004
The scores attributed by the non-financial rating agencies in 2023
attest to the Group’s ESG performance:● SUSTAINALYTICS (ESG RISK RATING): Improvement in theoverall rating and therefore in the level of risk, from 12.2 to
11.52 with a LOW RISK profile, ranking the Group ninth in the
global auto components industry;● MSCI: Michelin maintained its AAA rating, the highest on
MSCI’s ESG rating scale. The rating confirms the Group’s
position as industry leader in addressing the full range ofenvironmental, social and governance issues;● CDP: Independent non-financial rating organization CDP has
ranked Michelin among the companies demonstrating
exceptional leadership in tackling the challenges of climatechange and water security, awarding the Group, based on
its questionnaire answers, scores of A- in Climate Change
and B in Water Security. Michelin has also responded to the
CDP Forests questionnaire since 2021 (CDP does not assign
a rating for natural rubber);● Michelin was also recognized as a leader in the Supplier
Engagement category for the fourth year running. Since
2018, the Group has been bringing its suppliers on board its
approach to measuring and reducing its carbon footprint
through the CDP Supply Chain program;● ECOVADIS: Michelin improved its score by one point vs.
2022, to 78/100, and retained its Platinum Medal rating for
its CSR commitment and leadership (awarded to the top 1%of rated companies);● ISS ESG: The B- rating and PRIME status have been retained,
keeping Michelin ranked in the top decile across all the rated
industries;● MOODY’S ESG (formerly VIGEO EIRIS): With an overall scoreof 71/100, Michelin ranked second among the
119 companies assessed in the Automotive sector.

(1) See Chapter 1/The Group’s balanced scorecard.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Helping to meet the United Nations Sustainable Development Goals
By measuring its actions against the United Nations Sustainable Development Goals (SDGs), Michelin hopes to respond more
effectively to rising stakeholder expectations for better CSR communication, and to gain greater insight into its future challenges.
In the same way as the content of this Sustainable Development Report (Chapter 4), the Growth and Value Creation Model presented in
Chapter 1 correlates the Group’s commitments for 2030 with the main objectives of the related SDGs.
The illustration below highlights the Group’s contribution to the UN’s 2030 Agenda for Sustainable Development, integrating its
interactions with leading stakeholders and its commitments to each of the SDGs.
In 2023, the United Nations Global Compact launched the Forward Faster initiative, which focuses on five major areas for action:
gender equality, climate action, living wage, water resilience and finance & investment. These areas are key to accelerating progress
through private sector actions to deliver on the 17 SDGs. Michelin is supporting this initiative by signing up as a Fast Mover and is
stepping up its commitment to living wages and the climate.
This approach is presented in more detail on the Group’s corporate website: https://www.michelin.com/en/sustainability/company.

Since 2020, Michelin has participated in a working group on the UN SDGs with the member companies of the Tire Industry Project(TIP), which accounts for more than 60% of the world’s tire production. In 2021, a roadmap identifying the tire industry’s main impacts,
along with the levers for action that member companies can activate across their value chain, was issued to align their contribution withthe framework offered by the UN SDGs.
Building on the regular disclosure in recent years of its key sustainability indicators (waste, water, energy, ISO 14001), the TIP expanded
the scope of reporting in 2023 to align with the SDGs and include a variety of social responsibility indicators. Available athttps://sustainabilitydriven.info/, the 2023 report adds new KPIs tracking:● the percentage of women in positions of responsibility;● the percentage of members with public commitments to diversity and inclusion;● the percentage of members with responsible sourcing policies.
Discussions are underway to introduce product KPIs in the near future.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

The Group’s main non-financial performance indicators
Results
SDGs
supported(1)CSR risks/issues

Key performance indicators

Baseline
year

2020

2021

2022

2030
2023 Objectives

2020

100

+0.5%

+1.8%

+2.9%

+10%

13%

21%

30%

42%

70% in2024+16.2%-13.6%-25%-15%-4.4% -20.5% -28.3%-27.5%(5)THE ENVIRONMENT
CLIMATE
Climate change impacts
from the use of our
products (Scope 3)

Climate change impactof our suppliers

Climate change impactof our Scope 1 & 2
operations

Energy efficiency of our products/tires*
Suppliers of raw materials
and components with a science-basedtarget(2)Change in CO2 emissions fromtransportation activities (millions of tonnesof CO2)

2018

-9.6%

Change in Scope 1 and 2 CO2 emissions
from the manufacturing facilities*(3)

2019

- (4)

RESOURCES AND BIODIVERSITY
Non-climate changerelated impact of ourraw materials
on the environment

Use of renewable or recycled materials
in our tires*
Percentage of natural rubber volumes
used by the Group assessed as
deforestation-free(6)

28%

29%

30%

28%

40%

-

-

-

9%(7)

100%

92.6

88.8

83.9

-1/3

4

i-MEP*
 Energy consumption
Impact of our direct
operations on theenvironment CO2 emissions
 Amount of waste produced2019 Use of organic solvents
 Water withdrawals weighted bywater stress(1) SDG: United Nations Sustainable Development Goals.
(2) Scope 3, category 1: Purchased goods and services, according to Greenhouse Gas Protocol terminology(3) Group scope of reporting, including the former Multistrada, Camso and Fenner facilities. The baseline year is 2019, in line with the Group’s SBTi commitments. Compared with 2010,
the “gross” improvement, at current scope of reporting, stands at 44.2%.
(4) The 2020 result was not representative of a normal operating environment due to pandemic-related disruptions.
(5) Objective approved by the SBTi in January 2023. This target is consistent with the “well below 2°C” global warming scenario. The baseline year is 2019. A new target consistent withthe “1.5°C” global warming scenario was submitted to the SBTi in January 2024 and is currently being validated. See section 4.1.1.1 a) Transition plan: decarbonizing our operations/
Scopes 1 and 2: reaching net-zero emissions in the manufacturing operations by 2050.
(6) “Deforestation-free” status is determined by reference to the definitions and standards of the European Union Deforestation-free Regulation (EUDR). This commitment is currently
being validated by act4nature international.
(7) Calculated on the basis of 2023 volumes per supplier, from which deforestation-free volumes are calculated pro rata to the number of assessed hectares. Supply chain segmentation(e.g., volumes from large plantations or smallholders) by production plant is reported based on preceding year data. In subsequent years, only fully segregated volumes will bereported as deforestation-free.

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NON-FINANCIAL STATEMENT
Sustainable Development Report

Results
SDGs
supported(1)CSR risks/issues

2020

2021

2022

2030
2023 Objectives

Percentage of suppliers meeting thehuman rights target

86%

89%

89%

91%

>95%

Percentage of natural rubber volumes
used by the Group covered by humanrights assessments (RubberWay®)

30%

41%

58%

69%

80% in2025

60/10065/100 70/100 72/100

80/100Percentage of women in management
and supervisory positions

28.2%

28.9%

28.9%

30.1%

35%

Percentage of women among the Group’s
600 most senior executives

15.5%

17.2%

18.7%

21.5%

35%

95%

98.5%

100%(2)

100% in2025

Key performance indicators

Baselineyear

EMPLOYEE RELATIONS AND HUMAN RIGHTS
DECENT WORK AT OUR SUPPLIERS

Supplier failure torespect human rights

DIVERSITY, INCLUSION AND EQUAL OPPORTUNITY
IMDI(1): a composite indicator tracking
diversity and inclusion*
 Gender balance Identity
 Nationality
 Disability
Discriminationand harassment

 Age Social background

Percentage of employees receivinga decent wage in each host country
HEALTH AND SAFETY
Employee andcontractor health andsafety

TCIR*

1.19

1.29

1.07

1.01

<0.5

Engagement rate*

82%

80%

83%

84%

85%

76%

79%

79%

80%

38.9

41.6

42.7

+10 points

5,000

10,90019,700

Number of alerts to the ethics hotline

1,226

1,740

2,233

Percentage of employees trained in anticorruption practices

New

92%

98%

>98%

New

84%

90.4%

>90%

Workplace well-being indicator
CONSUMER SAFETY

Product safetyat our partners

Partner Net Promoter Score (NPS)*(1)

2020

40.3

VOLUNTEER SERVICE
Employee volunteer
service

Number of Michelin Volunteers program
initiatives(3)ETHICS AND ANTI-CORRUPTIONETHICS

Ethics violations
Non-compliance with
our Supplier Relations
Code of Conduct

Percentage of purchasing employees
trained in ethical risks in supplier relations* A balanced scorecard indicator.
(1) 2020 and 2021 data have been recalculated following a change in the method of calculating certain sub-indicators.

(1) SDG: United Nations Sustainable Development Goals.
(2) Scope of the 2023 campaign = 100% of Group companies, representing 100% of Group employees, excluding companies either acquired very recently (acquired in 2023 as well as
the 4 RLU companies), or in the process of being sold.
(3) Our current systems are unable to identify whether the same person has participated in several volunteering initiatives. The ultimate goal is to have 20% of employees taking part insuch initiatives.

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Sustainable Development Report

4.1.1 The Environment

In exercising its social responsibility, Michelin has in recent years
assessed and addressed the environmental impact of its operations
across the entire life cycle of its products, from the extraction andprocessing of raw materials to product use and end-of-life recycling.

Life cycle assessments have shown that production phases, fromraw materials to finished product, can account for up to 30% of atire’s environmental impact, compared to up to 96% for the inuse phase, depending on the type of tire and vehicle.

THE LIFE CYCLE OF A TIRE

4

In response, Michelin has deployed policies to attenuate the risks
associated with the environmental footprint of its products,
services and business operations (purchasing, manufacturing
and supply chain), to help combat climate change, protect
biodiversity and ecosystems and conserve water and otherresources. Targets for improvement have been set andperformance indicators have been introduced in all these areas.

In 2020, the Group’s commitment was expressed in the
preparation and publication of the Michelin Environmental
Policy(1), which is designed to manage pollution risks and draw
down its environmental footprint to total neutrality. The levers foraction have been ranked according to the following prioritizing
hierarchy:(1) https://www.michelin.com/en/sustainability/company/planet

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Sustainable Development Report

AVOID

REDUCEREUSE

The hierarchy defines the medium-term issues for action
proportionally to the challenges that must be addressed
throughout the product life cycle. Applicable to every Group unit,
it will effectively align the initiatives underway in the different
business segments with the Group’s environmental goals and its
3P-based All Sustainable vision.
In addition, the Group is actively supporting the circular economy
through the “Michelin 4R” strategy, which is designed to address

RECYCLERENEW

the challenges of resource preservation and end-of-life productmanagement by activating four levers: Reduce, Reuse, Recycle
and Renew.
The following section presents the outcomes of the application of
the environmental policies now in place.
It does not cover the dealership networks, which do not have any
manufacturing operations and whose environmental impact isestimated at less than 5% of the Group total.

Environmental Governance
The Environmental Governance body is chaired by the Executive
Vice President of Manufacturing, and the Executive Vice Presidentof the Research and Development, who are both members of
the Group Executive Committee. Led jointly by the Group
Environment Director and the Sustainable Development Director,
the body also comprises nine other standing members
representing the Standards and Regulations, Sustainable
Development and Impact, Materials Research, Risk Management,
Purchasing, Public Affairs and Industrial Strategy Departments,
the Sustainable Materials Operational Department and the HighTech Materials Business Line.

4.1.1.1 Implementing a climate strategy

The Environmental Governance body meets at least four times ayear to validate environmental policies, objectives and strategies,
and to track the proper execution of the action plans deployed tomeet the objectives. It ensures that environmental risk is undercontrol and that, if necessary, effective preventive or remedial
measures have been defined and implemented. It is supportedby the work of five multidisciplinary Operational Committees
dedicated to Climate Change, the Circular Economy, Biodiversity
and, since 2023, Water and Pollution. They are tasked withcoordinating initiatives, detecting weak signals, assessing
emerging risks and identifying opportunities to reduce
environmental impacts in their respective remits(1).

SDG 13.1, 13.2 and 13.3.

Climate change risks
As a global manufacturer, the Michelin Group extensively interacts with the natural environment throughout the life cycle of its
products and services. The main climate change impact factors identified by the materiality analysis(2) concern the carbon
emissions from the Group’s direct operations (Scopes 1 and 2)(3) and from its transportation operations, the operations of
its suppliers(4) and the use of its products(5) (Scope 3)(6).
In addition, the physical consequences of climate change on its business, and the possible impacts from the inadequate
management of the environmental transition, have also been identified as risk factors by the Group’s risk management
system(7).
The policies, objectives, levers for action and indicators in place to mitigate these risks have been integrated into the Transition Plan
and the Adaptation Plan described below, in line with TCFD recommendations.

(1)
(2)
(3)
(4)

See section 4.1 Sustainable Development Report/Governance/Oversight by the Group Management Committee (CDG).
See section 4.1. Sustainable Development Report/Materiality matrix.
See section 4.1.1.1 a) Transition plan: decarbonizing our operations/Scopes 1 and 2: reaching net-zero emissions in the manufacturing operations by 2050.
See section 4.1.1.1 a) Transition plan: decarbonizing our operations/Scope 3: reducing emissions from our transportation operations/Scope 3: reducing emissions from purchased
raw materials and components.
(5) See section 4.1.1.1 b) Transition plan: Company strategy/Designing highly energy efficient products.
(6) See section 2.1 Risk factors specific to Michelin, description and related management systems/Impact 7 – Environmental effects of our products.
(7) See section 2.1 Risk factors specific to Michelin, description and related management systems/Risk 1 – Physical effects of climate change/Risk 3 – Environmental transition risks.

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Sustainable Development Report

The Group’s climate strategy is organized around two key
components: (i) a transition plan comprising both initiatives todecarbonize direct and indirect activities in the value chain(Scopes 1, 2 and 3) and a resilient strategic plan to move towards
a low-carbon economy; and (ii) an adaptation plan to prepare forthe physical effects of climate change.

4.1.1.1 a) Transition plan: decarbonizing
our operations
ny’s overall str
mpa
ate
Co
gy
ate strategy
Clim

The strategy is based on three principles:● achieve net-zero emissions by 2050 by fulfilling our external
emission reduction commitments by 2030;● identify risks and opportunities based on climate change
scenarios;● transparently disclose the information expected by our
external stakeholders.

Transition
Plan

AdaptationPlan• Decarbonization• Evolving strategy

for physical risksny’s overall strat
egy
mpa
Co
ate strategy
Clim

Transition
Plan

AdaptationPlan• Decarbonization• Evolving strategy

for physical risks

As part of its decarbonization plan, Michelin aims to reach netzero emissions by 2050(1) in Scopes 1, 2 and 3(2), with initially apriority focus on reducing to as close to zero as possible
emissions from:● all its production plants;

4● its supply chain with its raw materials and components
suppliers;● its transportation operations.

(1) For Michelin, setting course to net zero means (i) reducing carbon emissions from its own operations and the operations of its value chain by 90% and (ii) over the longer term,
preparing solutions to capture and store enough carbon to offset each year’s residual emissions. This is aligned with the process defined in the SBTi’s Corporate Net-Zero Standard,
October 2021.
(2) Scope 3 (excluding the in-use phase): see section 4.1.1.1 a) Transition plan: decarbonizing our operations/Scope 3: reducing emissions from our transportation operations/Scope 3:
reducing emissions from purchased raw materials and components/Scope 3: reducing emissions from upstream purchased energy and end‑of-life treatment of sold products.

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Sustainable Development Report

In July 2021, Michelin joined the “Race To Zero” campaign,answering the call to action by the international consortium
comprising the Science Based Targets initiative (SBTi), the United
Nations Global Compact and We Mean Business. Under thiscommitment, the Group has defined short-term (2024–2034)
milestones and long-term (2035–2050) targets for reductions in

all three scopes (excluding the in-use phase) and will offset any
residual emissions every year to reach net-zero by 2050. The
short-term milestones presented below, which are all consistent
with the “well below 2°C” global warming scenario, were approvedby the SBTi(1) in January 2023.

2030
MANUFACTURING

Scopes 1 & 2

Reduce energy use

Transition to cleaner energy

50%

in CO2 emissions
by 2030 vs. 2010

2030

TRANSPORT

Scope 315%

Transport less, better, differently

in CO2 emissions
by 2030 vs. 2018

2024

RAW
MATERIALS

Scope 370%of supplier emissions covered byscience-based targets (SBT)2030

UPSTREAM
ENERGY

Scope 315%

in CO2 emissions
by 2030 vs. 2018

2030

END-OF-LIFE
PROCESSING

Scope 315%

in CO2 emissions
by 2030 vs. 2018

In January 2024, the Group submitted to the SBTi pathway new short and long-term targets aligned with a 1.5°C
scenario. They were not reflected in the 2023 reporting exercise underpinning this report.

(1) The four short-term Scope 3 milestones, which were originally set in 2019, were reapproved by the SBTi in January 2023. The Scope 1 and 2 milestone has been recalculated to reflect
recent acquisitions and a more recent baseline year (see Methodology/Environmental performance of acquisitions). The recalculation, which does not invalidate the initial milestone
set in 2020, was approved in 2023 but has not been factored into this report.

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Sustainable Development Report

The Group’s carbon footprint
Michelin regularly updates its inventory of CO2 emissions from its activities in accordance with the Greenhouse Gas Protocol(1).
INVENTORY OF SCOPE 1, 2 AND 3 CO2 EMISSIONSScope
SCOPE 1Inventory(millions of
tonnes of
CO2)
1.04(2)

Group sources covered by theYear inventory
Comments
2023 CO2 emissions from the heating
plants at production and R&D
sites

Michelin controls the assets that use the energy generating CO2
emissions.
The change in emissions volumes in 2023 compared with the 2019baseline is presented below (see Scope 1 and Scope 2 CO2 Emissions).
GRI 305-1: Direct (Scope 1) GHG emissions
GRI 305-2: Direct (Scope 2) GHG emissions

SCOPE 2

1.27(2)2023 CO2 emissions from generating
the electricity and steam usedby the production and R&D
sites

REQUIREDSCOPE 3132023 CO2 emissions from the relevant
activity categories
corresponding to the Group’s
value chain (see Breakdown of
Scope 3 CO2 emissions by
category)

Michelin’s ability to influence activities in the value chain varies by
category.

2023 Indirect CO2 emissions fromsold tires in use

Thanks to its research and development expertise, Michelin has asignificant impact on CO2 emissions through the energy efficiency of
its tires(3). Inventoried tires include all passenger car, light truck,
heavy truck and bus tires intended for on-road use, but not twowheel tires, which account for less than 1% of emissions. The
reported figure’s estimated ±30% margin of uncertainty reflects theassumptions concerning the number of vehicles fitted with tires
sold worldwide by the Group, whether the vehicles have internal
combustion or electric powertrains, the distance traveled over thereporting year, the lifespan of the sold tires and the energy mix inthe countries where the vehicles are used.

OPTIONAL
SCOPE 3~130

The tonnage is an estimate, with the margin of uncertainty ranging
from ±10% to ±30%, depending on the category.

4

GRI 305-3: Other indirect (Scope 3) GHG emissions.

(1) See Scope of the Report/The Group’s carbon footprint.
(2) See section 4.1.1.4 b) Reducing the environmental footprint of the production plants/Summary table of environmental data – Group.
(3) See section 4.1.1.1 b) Transition plan: company strategy/Opportunities and risks/Designing ultra-energy efficient products.

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Sustainable Development Report

CHANGES IN SCOPE 1 AND 2 CO2 EMISSIONS

Total required Scope 3 emissions data for 2022 have beenrevised, to 13.9 million tonnes from the 16 million tonnes
reported in the 2022 Universal Registration Document. The
correction reflected two significant factors:(market-based)(millions of tonnes of CO2)

3.22
0.30

3.08
0.32

2.57
0.26

2.31
0.15

2.92

2019

2.76

2021

2.31

2.16

2023

2022

Scope 1 & 2 i-MEP
Scope 1 & 2 acquisitions

Note 1: In the above charts, the “acquisitions” scope of reporting includes
emissions from the Multistrada, Camso and Fenner facilities from 2019 to 2022.
In 2023, Multistrada was included in the i-MEP scope of reporting.

● The revision of the GHG Protocol, the benchmark formeasuring the Group’s emissions, which changed the method
for calculating categories 5 “waste generated in operations”
and 12 “end-of-life treatment of sold products.” Emissions
from the recovery and reuse of waste as raw materials or fuelare no longer included in these two categories, because therecovery and the resulting emissions are also measured in theemissions of companies that use this same waste as an input.
(Impact: around a 3.8 Mt reduction);● The first-time measurement of emissions from Multistrada,
Camso and Fenner (Impact: a 1.1 Mt increase);● Other impacts (a 0.5 Mt increase).
The 2019 data have been restated for the correction.
BREAKDOWN OF REQUIRED SCOPE 3 CO2 EMISSIONS BY
CATEGORY

Note 2: In 2023, the baseline year for the reporting of Group’s CO2 emissions
was changed to 2019, in line with the Group’s SBTi commitments.

Total 2023: 13 MtCO2

TOTAL REQUIRED SCOPE 3 CO2 EMISSIONS(1)Other categories*(millions of tonnes of CO2)

1.5
0.5

14.5

13.9

13.0

Fuel and energy-related
activities

0.7
Downstream
transportation& distribution

1.2

Upstreamtransportation& distribution

2019

2022

2023

9.1
Purchased goods
and services* Other categories (MtCO2)

2023

Capital goods

0.50

Waste generated in operations

0.04

Business travel

0.02

Employee commuting

0.22

Upstream leased assets

0.04

End-of-life treatment of sold products

0.25

Franchises

0.25

Investments

0.19

TOTAL

1.51

(1) For each one, the 2023 scope of reporting covers the Group’s long-standing member companies, as well as all the categories material to Multistrada, Camso and Fenner. Work isunderway to integrate emissions from the non-material categories, i.e., categories 6, 8, 12 and 14 for Multistrada, categories 5, 6, 8, 12 and 14 for Camso and categories 4, 5, 6, 8, 9,
12 and 14 for Fenner.

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Sustainable Development Report

Scopes 1 and 2: reaching net-zero emissions in the manufacturing operations by 2050
OUR AMBITIOUS OBJECTIVES
To help combat climate change, Michelin has been steadilymeasuring and reducing its CO2 emissions since 2005. The Groupaims to achieve net zero carbon emissions from its entire
production base (Scopes 1 and 2) by 2050.
For 2019, the Group had set the target of reducing emissions
from its production plants by 50% by 2030 compared with 2010.

Then, in January 2023, the SBTi approved the following new
reduction target, which is consistent with the “well below 2°C”
global warming scenario:
Michelin commits to reducing its absolute Scope 1 and 2
greenhouse gas emissions by 27.5% by 2030 from a 2019baseline year(1).

In January 2024, Michelin submitted to the SBTi a new Scope 1 and 2 emissions reduction target consistent with the “1.5°C” global
warming scenario. The new target is much more ambitious, aiming for an absolute reduction of 47.2% over the same 2019-2030
period. However, it is still pending approval and was therefore not reflected in the 2023 reporting exercise.
In addition, it encompasses data outside the legacy scope of reporting, described in the Scope of the Report section above:● it includes recent acquisitions;● it has been realigned with the 2019 baseline year.
In this paragraph, CO2 emissions have calculated for the new boundary and the 2019 baseline. Trends since 2010 are occasionallycited, for information purposes, based on the current scope of reporting. However, the 2010 benchmark is gradually being phasedout.

4

Our levers for action:
The emissions reduction program is built around two major processes:● consuming less (energy efficiency)(2);● consuming better (energy transition)(2).
Because the challenge of carbon neutrality can be met only if global energy demand is kept under control, the Group has defined a“prioritizing hierarchy of levers,” applicable to every project impacting energy use in its production plants.
THE PRIORITIZING HIERARCHY OF LEVERS APPLIED TO THE NET ZERO EMISSIONS PROGRAM

AVOID
Scrutinize the need(design and size)• Instill an"energy-efficient"cultureREDUCE

REUSE

RECYCLE

RENEW

Energy efficiency levers

Emission factor levers• Reduce by doing more with less. Use insulation, automation,• Use of renewable energies

more energy-efficient equipment• Reuse by closing heat transfer loops
Recycle by capturing heat for another application
Install dual-flow ventilation and heat pump systems(1) The target boundary includes biogenic emissions and removals from bioenergy feedstocks.
(2) See section 4.1.1.4 c) Reducing energy use and greenhouse gas emissions.

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NON-FINANCIAL STATEMENT
Sustainable Development Report● Key performance indicators tonnes of CO2 in absolute value and in gigajoules per tonne of semi-finished and finished product.
REDUCTION IN CO2 EMISSIONSFROM THE MANUFACTURING FACILITIESMichelin’s carbon pricing system(millions of tonnes of CO2)
BASELINE

2019
2021

-4.4%
-20.5%

2022
2023-28.3%

2030-27.5%-47.2%
target submitted to SBTI

2050

Net zero emissions

Note 1: The above chart covers the Group scope of reporting, including theformer Multistrada, Camso and Fenner facilities.
Note 2: The baseline year is 2019, in line with the Group’s SBTi
commitments. Compared with 2010, the reduction stood at 44.2% in 2023.

IMPROVEMENT IN THE ENERGY EFFICIENCYOF THE MANUFACTURING FACILITIES(1)(in Gigajoules per tonne of finished and semi-finished product.)2019

Baseline

2021

-0.5%

2022

-1.2%

2023

-2.2%

2030

● improve energy efficiency;● increase production capacity, upgrade heating plants andimprove logistics.
In 2023, the internal carbon price was increased from €100 from€200 per tonne of CO2.
Carbon quota systems

target validated by SBTI

2030

Since 2016, the Group has incorporated an internal carbon priceinto its method of calculating return on investment for capitalprojects undertaken to:-24%

In the European Union countries, direct CO2 emissions from the
13 Group facilities that operated heating plants with more than
20 MW capacity in 2023 are subject to allowances issued under
the EU’s Emissions Trading Scheme (ETS). With the start of ETS
phase 4, free allocations of allowances have fallen sharply, to just
33% of requirements in 2023 from 76% in 2020. Since 2017, theGroup has gradually purchased allowances on the market, which
are covering returns from the plants and smoothing the related
costs.
In China, emissions trading schemes were introduced in 2013 inseven cities and provinces. The one in Shanghai, covering an
initial three-year period until 2015, is still in effect while waiting fora national system to be introduced. Over the 2013-2023 period,
overall emissions from the two plants concerned were coveredby the allowances.
Created in 2005, the CO2 Allowance Management Committee
tracks legislation governing carbon markets and taxes in all of thecountries where Group production facilities are located.
Comprising specialists in greenhouse gases, energy buying,energy efficiency, finance and accounting, its role is to define CO2
allowance management principles and guidelines, ensure theirproper application and conduct the necessary forecastingstudies.

Note 1: The above chart is based on the i-MEP scope of reporting.
Note 2: The baseline year is 2019. Compared with 2010, the improvement
came to 20.2% for the year.

(1) Until 2020, the energy efficiency indicator was reported per tonne of finished product. With i-MEP, as indicated in the “Scope” section at the beginning of Chapter 4, the performance
ratio is expressed per tonne of total manufactured output of both finished and semi-finished products. The 2010 value of total gigajoules per tonne, which was not tracked at thetime, has been recalculated and presented here for reference. The recalculation was based on the fact that the proportion of semi-finished products in total output remained relatively
constant between 2010 and 2019 and that the energy efficiency programs targeted all forms of energy used in the production plants.

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Sustainable Development Report

OUR LEVERS FOR ACTION:

Scope 3: reducing emissions from ourtransportation operations

Transporting less, the fundamental lever

OUR CURRENT OBJECTIVE :(1)

To reduce CO2 emissions from logistics operations, in tonnes,
by 15% between 2018 and 2030. This objective, which wasapproved by the SBTi in January 2023, covers:● The supply of raw materials, such as natural and synthetic
rubber, metal and textile reinforcements, to the production
plants to manufacture semi-finished products;● The inter-plant transportation of semi-finished products;

The second lever consists of optimizing current transportation
systems, based on three avenues to improvement:● Warehouse operations.
Key performance indicator: tonnes of CO2 in absolute value.

Engaging with our transportation partners

CO2 EMISSIONS FROM TRANSPORTATION OPERATIONS(2)(millions of tonnes of CO2)

Baseline

2019

+0.4%
+16.2%

2021
2022
2023

2030

In 2023, intercontinental shipment tonnages declined by 15%
over the year.
Transporting better, an operational lever● The delivery of finished products to customers;

2018

The transporting less lever involves analyzing where inventory
should be ideally located to improve product availability, while
reducing the need for transportation. The analytics also guide thesiting of production units, with a preference for local facilities tolimit the transfer of finished products between producing andconsuming regions.

-13.6%-25%-15%

Emissions are measured using EcoTransIT World software(3),which supports sustainable and sufficiently reliable and dataconsistent calculation for driving progress in every host region.
CO2 emissions from transportation operations stood at 1.38
million tonnes in 2018(4).
In 2023, CO2 emissions declined to 1.03 million tonnes,
corresponding to a 25% reduction on 2018. This performance
primarily stemmed from a reduction in intercontinental supply
flows, thanks to the local-to-local strategy, as well as from thedecreasing use of air freight and structural improvements in theoperating regions.

Michelin firmly believes that partnerships with logistics providers
are mutually beneficial over the long term, by enabling them toinvest in decarbonization solutions.
Optimizing our current transportation systems

Improved governance has helped to drive a sharp reduction in
the use of air freight, to the extent that it accounted for less than
2% of CO2 emissions from logistics activities in 2023.
In collaboration with a large number of stakeholders, a response
to a call for expressions of interest was submitted in France via
the France Supply Chain association. The response, which
concerned the use of the 32-meter European Modular System(EMS) articulated double-trailer truck, is currently being reviewed.

4

Promoting and developing multimodal solutions

Michelin is continuing to develop and deploy multimodaltransportation solutions. In 2023, for example, nearly 23% of theGroup’s intra-regional shipments in the United States werecarried by rail, while in Europe, a multimodal hub was built during
the year and brought on stream in early 2024. It will eventuallyenable the modal shift of 2,200 containers, avoiding the releaseof an estimated 1,100 tonnes of CO2 per year.

These structural improvements are reflected in the “tonne of CO2
released per tonne sold” indicator, which decreased by 16%
between 2018 and 2023, attesting to the effectiveness of
initiatives to transport less, transport better and transportdifferently.

(1)
(2)
(3)
(4)

Objective approved by the SBTi in January 2023.
This figure differs from the one reported in the 2022 Universal Registration Document due to the inclusion of Camso in 2019 and other adjustments.
Accredited by the Global Logistics Emissions Council (GLEC) Framework and compliant with the EN 16258 standard and the GHG Protocol.
This figure differs from the one reported in the 2022 Universal Registration Document due to the inclusion of Camso in 2019 and other adjustments.

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Transporting differently, a lever for innovation

The third lever consists of implementing innovative solutions,informed by two processes:
Collaborating with outside organizations

Michelin is continuing to play a leading role in a number oforganizations, such as France Supply Chain, Smart Freight Centerand the New Energy Coalition. Involvement in these organizations
is helping to identify actionable levers, while laying thefoundations for collaborative work on innovative issues
supporting decarbonized transportation.
Innovating to deploy more environmentally friendly
technologies and practices

Overland shipping:Michelin takes an active part in discussions about the future oflogistics, in a commitment to promoting and deploying innovativetechnologies.
In Europe, electric semi-trucks are being trialed for deployment
as early as 2024, when the first EVs could also come into service
in Thailand and China. Three use cases for hydrogen-powered
rigid and semi-truck units are currently being activated, forscheduled roll-out in 2025.
Maritime shipping: Michelin is participating in the Shippers’
Coalition for Low Carbon Maritime Transport (SCLMT) to support
a north transatlantic (Europe-North America) service operated bywind-powered container ships. This innovative, energy-efficientshipping solution is expected to be deployed in 2026. It will
reduce by 50% the environmental impact of more than 100,000
TEUs(1) a year, including 8,000 for Michelin.

Scope 3: reducing emissions from purchased raw
materials and components
OUR OBJECTIVE:
In 2020, the SBTi approved the Group’s greenhouse gas
emissions reduction targets, including one relating to purchased
goods and services. Suppliers representing 70% of greenhousegas emissions from purchased goods and services (Scope 3,
category 1) are expected to set science-based reduction targets
by 2024.
Key performance indicator: percentage of CO2 emissions fromsuppliers of purchased goods and services (Scope 3, category 1) thathave set science-based greenhouse gas emission reduction targets for
2024.

PERCENTAGE OF EMISSIONS FROM PURCHASED GOODS
AND SERVICES SOURCED FROM SUPPLIERS WITHSCIENCE-BASED TARGETS
2020
2021

21%

2022
2023

30%
42%*

Target 2024

70%

* The 42% figure corresponds to a Group-wide calculation. Excluding Fenner,
Camso and Multistrada, to establish a comparable scope of reporting withthe 2020 to 2022 period, the figure would amount to 45%.

Purchased goods and services: inventory
Emissions from purchased goods and services (Scope 3,
category 1 in the Greenhouse Gas Protocol, which excludes
emissions related to purchased logistics services) represent
around two-thirds of all Scope 3 emissions excluding the in-use
phase (category 11).
Given that raw materials account for around 85% of emissions
from purchased goods and services, programs to reduce supplychain related emissions prioritize the supply of raw materials,
alongside the significant gains being made in purchased logistics
services.
OUR LEVERS FOR ACTION:
The Group has taken a proactive approach to identifying thepurchasing categories and raw materials suppliers that represent
the largest sources of GHG emissions. These suppliers areencouraged to initiate, step up or accelerate their commitment to
reducing their GHG emissions.
The CDP questionnaire provides a comprehensive system fordisclosing environmental information in order to assess thestrategies in place to abate climate change. In 2018, Michelin
joined the CDP’s Supply Chain Program and engaged its leading
raw materials suppliers to participate in it, encouraging them tomeasure and disclose their greenhouse gas emissions and todevelop strategies to reduce them.

(1) Twenty-foot equivalent units, the standard unit of container capacity.

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A new campaign was conducted in 2020 and every year sincethen. Of the 116 raw material suppliers asked to submit data in
2023, nearly 95% responded. Together, they represented
approximately 66% of the emissions from the Group’s purchased
goods and services. In addition, 68% of the suppliers who
responded to the CDP Climate Change questionnaire scored Bor higher, indicating that their emissions abatement systems
were fairly mature.
In 2023, the CDP recognized the Michelin
Group’s ability to engage its suppliers in reducing
carbon emissions with a CDP Supplier
Engagement Leader award.

Scope 3: reducing emissions from upstream
purchased energy and end-of-life treatment ofsold products
The Scope 3 CO2 emission reduction targets approved by the
SBTi in January 2023 include two indirect activities in the value
chain, as defined by the GHG Protocol:● Upstream purchased energy: the extraction, production
and transportation of fuels, purchased or acquired by acompany or consumed in the generation of electricity or
heat;

CO2 EMISSIONS FROM UPSTREAM PURCHASED ENERGY(millions of tonnes of CO2)

2018

Baseline

2019

-2%
+2%

2021
2022

-12%

2023

-20%

2030

-15%

OUR LEVERS FOR ACTION:
Reducing energy use and gradually phasing in renewables, which
is being planned and managed to meet the Group’s Scope 1 and2 objectives. This is based on the assumption that the upstream
generation and delivery of fuel from renewable sources generally
releases less CO2 than fossil fuels.
2023 OUTCOMES:The year-on-year reduction in 2023 was led by the decline inenergy use by the production plants and by the increased
proportion of renewables in their energy mix(1).

4● the end-of-life treatment of sold products.
The change in the method of measuring emissions from the endof-life treatment of sold products, following the revision in the
GHG Protocol, has resulted in a reduction in these emissions, to
0.3 million tonnes of CO2 from 3.7 million tonnes previously,
which makes them much less material in the Scope 3 outcomes.
This is why Michelin’s initiatives in this area will now be presented
only in section 4.1.1.2 Enhancing the circularity of our products.
The new target submitted to the SBTi in January 2024 reflected
this change of scope.
OUR OBJECTIVE:
Reduce CO2 emissions from upstream purchased energy, inabsolute value, by 15% between 2018 and 2030.
Key performance indicator: tonnes of CO2 in absolute value fromupstream purchased energy.

NEW SCOPE 3 OBJECTIVE: A new, more ambitious
emissions reduction target, aligned with our outcomes and“Race to Zero” commitment, was submitted to the SBTi in
January 2024 and is pending validation. It covers not only
Scopes 1 and 2, but also three Scope 3 categories –purchased goods and services, upstream anddownstream transportation, and upstream purchased
energy – which it aims to reduce by 27.5% in absoluteterms between 2019 and 2030. Over the longer term, to2050, the target is also designed to reduce all required
Scope 3 emissions by 90% in absolute terms.

Investing in socially responsible funds
Since 2014, Michelin has invested €5.96 million in two Livelihoods
Carbon Funds (LCF1 and LCF2), which support reforestation,
agroforestry and low-carbon cookstove projects on threecontinents. Conducted in collaboration with local NGOs, its
projects help to reduce GHG emissions, while improving qualityof life in local communities(2).
The Group is still aligned with its net-zero emissions targets
for 2050, which are being pursued without using any carbon
credits to offset CO2 emissions from its direct or indirect
activities, in accordance with SBTi standards. As a result, thecarbon credits derived from Livelihoods projects are neither
set off against the Group's carbon footprint nor sold.

(1) See section 4.1.1.4 c) Reducing energy use and greenhouse gas emissions.
(2) Visit https://livelihoods.eu/lcf/.

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4.1.1.1 b) Transition plan: company strategy
Offering the most efficient mobility solutions withoutcompromising on safety is the very heart of Michelin’s past,present and future positioning, as reflected in products that leadthe market in energy efficiency, CO2 emissions abatement andlong-lasting performance. As part of its strategic plan, the Groupis continuing to innovate to nurture the transition to low-carbon
mobility for people and goods, in particular by:● designing products that are ultra-energy efficientthroughout their life cycle, from production and use to
end-of-life recycling;● developing services and solutions that optimize the use
and management of vehicle fleets, while improving theirfuel/energy efficiency;● driving the emergence of new mobility solutions, led byecosystem-driven innovation and, notably, the developmentof the hydrogen mobility industry.
ny’s overall strat
egy
mpa
Co
ate strategy
Clim

Transition
Plan

AdaptationPlan• Decarbonization• Evolving strategy

for physical risks

Scope of reporting: In 2023, the indicator’s scope of reporting
was broadened to include the Mining, Agricultural, Aviation andConstruction tire segments, in addition to the Passenger car,
Light truck and Truck tire segments in the legacy scope.
IMPROVING THE ENERGY EFFICIENCY OF PRODUCTS SOLD
(base 100)

2020

Baseline

2021

+0.5%

2022

+1.8%

2023

2030

+10%

In 2023, Michelin improved the energy efficiency of tires soldduring the year by 2.9% compared with tires sold in 2020.
OUR LEVERS FOR ACTION:
Reducing a tire’s rolling resistance helps to improve a vehicle’s
fuel efficiency, which in turn reduces both CO2 emissions during
use and ambient air pollutants, such as NOx and SOx. Lower
rolling resistance also increases the range of electric vehicles.
Over the past 20 years or more, Michelin has improved the fuelefficiency of its tires by more than 20%, without evercompromising on safety or longevity. Between now and 2030, theGroup will continue to drive progress in its tire product plan,
supported and amplified by the deployment of eco-design
processes in the Research and Development Department.

Climate change opportunities and risks in light of TCFD principles
are presented in section 4.1.1.1 d) Engagement and transparency/
Applying the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD).

Designing energy-efficient products
Using a tire on a vehicle requires additional energy that entails, in
an internal combustion vehicle, either the burning of fuel (andtherefore the release of greenhouse gases) or the use of the car's
engine battery.
OUR OBJECTIVE:
Improve the energy efficiency of tires by 10% in 2030 compared
to 2020.

Reducing the rolling resistance of Passenger car
and Light truck tires
Improvements in the rolling resistance of tires brought to market
in 2023 were led by two lines, the MICHELIN e.Primacy and the
MICHELIN Pilot Sport EV, both of which deliver a wide array of
new technologies.
On average, driving on MICHELIN e.Primacy tires reduces avehicle’s fuel consumption by 0.2l/100km and its CO2 emissions
by 5g/km, which throughout the life of the tire represents 174kg
in avoided CO2 emissions. For drivers of electric vehicles, thisrecord energy efficiency translates into 7% longer range.
Additionally, the MICHELIN Pilot Sport EV, the first sport tire
specifically designed for electric cars, improves range by 10%
while significantly reducing CO2 emissions.

Key performance indicator: improvement in tire rolling resistancecompared with the 2020 baseline, weighted by sales tonnages in thereporting year.

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The life cycle assessments (LCAs) of both these lines weredisclosed in an Environmental Product Declaration (EPD)(1).

Developing services and solutions that optimize
the use and management of vehicle fleets

In addition to these two examples, the Michelin Group is steadily
improving the rolling resistance of all its tires with each new
generation. This development is aligned with the Group’s All
Sustainable vision, which is focused on gradually attenuating theenvironmental impact of its tires.

Another pathway to reducing CO2 emissions is the productservice economy, which involves either (i) supplying both aproduct and a service to manage and maintain tires in ways that
optimize their energy efficiency and other performance features;or (ii) providing a service alone to streamline certain cumbersome
fleet processes to make driving fleet vehicles more efficient, safer
and greener.

Supporting the rising demand for electric vehicles
Michelin also fully supports the development of electric vehicles,
which, while not requiring special tires, run better on tires capableof meeting their more demanding needs (weight, torque, range,noise, etc.). All MICHELIN tires are EV-compatible. Their Total
Performance technology offers owners the longest tread life andhighest performance regardless of vehicle type, thanks to theGroup’s long years of innovation, investment and cooperation
with the world's leading carmakers.

Reducing the rolling resistance of Truck tires
In Truck tires, a myriad of technological advances is delivering not
only improvements in fuel efficiency and with them reductions in
CO2 emissions, but also the ability to run the tire down to the last
millimeter of the legal wear limit thanks to remarkably long tread
life. Brought to market in 2016, the MICHELIN X® LINE™ ENERGY™
tires for long-haul trucks were the first set of big rig tires to be
rated A in energy efficiency, on any axle, under EU tire-labelingrules.

Today, Michelin’s Services & Solutions business line designs,
develops and prototypes new, data-enabled solutions. Michelin
helps fleet customers to optimize their management, improvetheir safety performance and margins, and reduce their carbon
footprint with a wide range of solutions, such as:● EFFITIRES™, which facilitates tire maintenance by using an
automated inspection system to improve operating
efficiency, safety, the carbon footprint and raw materials use;
● Michelin Connected Fleet, which helps to reduce empty
kilometers and thereby optimize fleet operations and vehicle
use. It also offers an innovative carbon dashboard that
improves energy efficiency and reduces the carbon footprint;● Michelin Connected Fleet’s MoveElectric solution, which
guides commercial fleets through the planning and transition
process and supports EV operations once they are up andrunning;

Since 2021, Michelin has sustained its innovation drive in thisarea by renewing and expanding its MICHELIN X® LINE™
ENERGY™ and MICHELIN X® MULTI™ ENERGY™ ranges to meetthe challenges of CO2 emissions standards in Europe and North
America. The ENERGY™ lines are now being deployed in the fastgrowing markets of Brazil, China and India.

● Watèa by Michelin, an all-in-one offering combining the
supply of battery or hydrogen fuel cell EVs with recharging
solutions, a package of services and long-term support,favoring the energy transition both operationally andfinancially. By helping customers shift their fleets to lowcarbon operations sooner, Michelin is making a significant
contribution to mitigating their impact on the environment;

2021 also saw the launch of a number of new products to enable
more sustainable mobility in both long-distance and urban
transportation environments.

● MICHELIN Consulting & Services offers mining companies
advanced productivity and safety solutions that reduce theenvironmental impact of their operations;With the introduction of the MICHELIN X® Incity™ EV Z tire,
MICHELIN is supporting the electrification of city buses, withimproved energy efficiency(2) and load bearing capacity(3).
To further the environmental transition in the road transportationindustry(4), Michelin is supporting the deployment of zeroemission vehicles by forging partnerships with its OEM
customers.

(1)
(2)
(3)
(4)

4

● MICHELIN MEMS® 4, the world’s leading remote tirepressure and temperature monitoring system for mining
machines, reduces equipment downtime and helps increase
tire life by warning of failures and avoiding premature
replacement.

The EPDs have been certified by an independent third party and may be found at environdec.com.
Michelin calculations based on rolling resistance values.
Load bearing capacity increased to a maximum of eight tonnes, or 15% more than the previous X® Incity™ XZU range.
The SuperTruck programs in the United States and the European Consortium.

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Developing new hydrogen mobility solutions
A pioneer in hydrogen fuel cells, the Michelin Group has beenworking for more than 20 years to make hydrogen one of its
sources of future growth.
Michelin was an early believer in hydrogen and in Symbio, which
the Group acquired before turning it into a joint venture with
Forvia in 2019. Since 2023, Symbio has been owned equally by
Forvia, Michelin and Stellantis, with the goal of producing 100,000
StackPack fuel-cell systems a year by 2028 and accelerating the
deployment of a form of clean mobility that safeguards theenvironment and human health.
In 2023, Symbio strengthened its technological and industrial
leadership with the inauguration of the SymphonHy complex,
comprising both its first gigafactory and its center of technologicaland industrial excellence. Located in Saint-Fons, in the AuvergneRhône-Alpes region in France, SymphonHy is the largest
integrated fuel cell production site in Europe.

battery-electric vehicles. The new service will enable Watèa
customers to enjoy all the benefits of hydrogen mobility.
To spur the deployment of hydrogen-electric mobility in local
French communities, since 2019, Michelin has been ashareholder in HYmpulsion, a public-private partnership,
alongside the Auvergne-Rhône-Alpes regional authority, Engie,
Crédit Agricole and Banque des Territoires. The goal is to open
the green hydrogen mobility market in the Auvergne-RhôneAlpes region by building and operating 20 hydrogen charging
stations for light and heavy vehicles.
Lastly, Michelin is pursuing a robust R&D commitment,
capitalizing on all its proven expertise and capabilities, particularlyin the field of sustainable high-tech materials, which play a keyrole in hydrogen fuel cell and electrolyzer performance.

4.1.1.1 c) Adaptation plan: responding to thephysical risks of climate change

HyMotive, Symbio's strategic technological and industrial project,represents a total investment of €1 billion over seven years. The
project is also developing a breakthrough technology to improvefuel-cell cost competitiveness, with the goal of bringing it in linewith battery-powered electric and internal combustion
powertrains by 2030.
Symbio has also operated in the United States since 2021, with apilot plant in California initially supplied by the Group’s European
facilities.

ny’s overall stra
mpa
teg
Co
y
ate strategy
Clim

Transition
Plan

AdaptationPlan• Decarbonization• Evolving strategy

for physical risks

From 50 employees in 2019, Symbio now employs more than
750 people, and plans to create a further 1,000 jobs with the
HyMotive project. Moreover, Symbio has joined with Germany’s
Schaeffler Group to form Innoplate, a 50/50-owned joint venture
based in Alsace that will start up production of bipolar plates(BPP), a strategic fuel cell component, in the first quarter of 2024.
Fuel cell technology is proving to be an indispensable source of
supplemental power to lengthen the range of light trucks, vansand other EVs. At the Solutrans trade show in November 2023,
the Watèa by Michelin subsidiary announced the launch of a new
solution offering a range of hydrogen vehicles, alongside its_188

The roadmap to define the plan to adapt to the physical risks ofclimate change is prepared by a dedicated climate risk team,which is actively involved in the Group’s risk management
process.

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Since 2022, these risks have been factored into long-term
decisions, such as approving raw material suppliers, building or
expanding production and logistics facilities and merger/
acquisition projects.
In 2023, the Group’s Adapting to Physical Climate Risks Policy wasposted on the Group's website(1).
It is designed to adapt all the relevant value chain links by:● 2030, for risks identified as intolerable by that date.
● 2050, for risks identified as intolerable by that date.
It expresses Michelin’s principles with regards to:● influencing and collaborating with outside stakeholders,
wherever the Group deems it useful, in particular to support
adaptation across the value chain;● avoiding poor or mis-adaptation.
In 2023, a study of the physical risks of climate change in 2030
and 2050 was carried out for around 100 Group facilities,
including 90 that have been designated as priority, based on their
number of employees and business continuity risks. The study
especially underscored the need for a more granular assessmentof the actual degree of vulnerability of certain facilities to heatwaves and flooding.
Risks related to extreme weather events have in fact long
been managed as part of the Operational Continuity Plan, acomprehensive process designed to manage all of the Group’sbusiness interruption and continuity of supply risks, whether
climate-related or not. The Group’s crisis management
capabilities reduce the potential impact of major crises(2).
Risks impacting natural rubber supplies. Rubber tree plants
can only grow in the planet’s narrow intertropical convergencezone. Although these plants are particularly resilient, they are
exposed in these regions to direct and indirect climate changerelated impacts and to the increasing scarcity of arable land.
Michelin teams are developing and promoting highly resilient
agricultural practices, in particular to preserve soil quality andvitality by maintaining a permanent plant cover. The Group tracks

(1)
(2)
(3)
(4)
(5)
(6)

and models changing climate and health conditions in the
production regions, directly on the plantations it supports and in
partnership with its natural rubber suppliers and the researchorganizations in the International Rubber Research andDevelopment Board (IRRDB). It remains committed to shrinking
the carbon footprint related to its natural rubber operations.
Lastly, the Group is pursuing its research and development andeco-design programs to optimize the quantity of natural rubber
used per thousand kilometers traveled by the tires. In addition to
managing physical risks, the Group has opportunities to produce
sustainable, responsible natural rubber(3).

4.1.1.1 d) Engagement and transparency
CDP Climate Change
In 2023, CDP ranked Michelin among the most forward-looking
companies in the areas of transparency and combating climatechange, awarding it a score of A- in recognition of its effective
strategy, its success in reducing CO2 emissions and its long-term
commitment to further shrinking its carbon footprint.
Each year, the Michelin Group responds to the CDP Climate
Change(4), CDP Water Security(5) and since 2021, the CDP Forest
questionnaires. The CDP is an independent, non-financial ratingorganization. Michelin’s full response may be found on the CDP
platform(6) and on the Group’s website.

4

Applying the recommendations of the Task Forceon Climate-related Financial Disclosures (TCFD)
Since 2018, the Michelin Group has been gradually applying therecommended guidelines issued on June 29, 2017 by the TCFD
and, in 2020, demonstrated its support for the task force as asignatory.
Embracing TCFD principles implies driving change up, down andacross the entire organization as it shifts to a market strategy andoperations consistent with the below 2°C global warming
scenario, while addressing the impacts arising from above
2°C scenarios.

https://www.michelin.com/en/sustainability/company/planet/climate-action.
See section 2.1 Risk factors specific to Michelin, description and related management systems/Risk 1 – Physical effects of climate change.
See section 4.1.4.2 c) A dedicated approach for natural rubber.
https://www.michelin.com/en/sustainability/company/planet/climate-action.
https://www.michelin.com/en/sustainability/entreprise/planet/natural-resources-preservation.
https://www.cdp.net/en/responses.

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Detailed information concerning the application of TCFD recommendations may be found in the public answers to the CDP Climate
Change 2023 questionnaire (see https://www.cdp.net/en/responses). A summary of these disclosures is presented below(1):GOVERNANCE
Roles,
responsibilities
and control

Climate strategy
As part of the Supervisory Board’s role of exercising permanent oversight of the Group’s management, its CSR Committee
reviews the climate strategy, including the transition plan and the adaptation plan, and issues recommendations.
Transition plan/decarbonizing our operations and adaptation plan
The Environmental Governance body reviews climate-related and energy transition issues impacting the Group’s business
operations and under this remit, makes decisions on behalf of the Group Executive Committee. It ensures that targets for
decarbonizing operations are met and that climate-related physical risks are identified and properly managed. The body comprises
two Executive Committee members and representatives from nine departments, supported by a group of in-house experts forming
the Climate Change Committee(2). Via the Executive Committee, it may receive opinions concerning the Group’s climate change
strategy issued by the Corporate Stakeholders Committee(3).
Transition plan/Company strategy
The Group Executive Committee manages the transition plan in relation to the Group’s strategy, based on its analysis of the climate
scenarios. Climate change-related transition issues are identified in the strategic planning process and the resulting priorities arethen defined in the business line strategic plans.

STRATEGYTime horizons
consideredwhen identifying,assessing andmanaging risks
and opportunities

Long-term (16 to 30 years)
Build a roadmap to lower the carbon intensity of the Group’s business operations, aligned with the Paris Agreement/1.5°C scenario
and the goal of reaching net zero emissions in Scopes 1, 2 and 3 by 2050; analyze physical risks with global warming scenario
modeling; review climate change/societal scenarios for strategic or innovation purposes (see below).
Medium-term (6 to 15 years)
Manage strategic risks and opportunities requiring decisions related to (i) manufacturing facilities (type of energy, energy utilities,
deployment of new technologies and/or processes); (ii) future CO2 allowance costs; (iii) research and development priorities(environmental footprint of future tire generations, new powertrains and high-tech materials); (iv) the strategic foresight analysis of
the economic environment and trends in the mobility of people and goods; (v) responses to forthcoming changes in standards andregulations; (vi) the review of climate change/societal scenarios for strategic or innovation purposes (see below); (vii) the building andmanagement of decarbonization roadmaps to meet CO2 emission reduction targets; and (viii) the analysis of physical risks with
global warming scenario modeling and preparation of adaptation plans.
Short-term (0 to 5 years)
Operational management: (i) analyze exogenous factors, such as investors, customers, competitors, peers, NGOs, institutions andother stakeholders; (ii) make decisions concerning reductions in Scope 1 and 2 carbon emissions (e.g., energy efficiency projects andrenewable energy purchases) and Scope 3 emissions (e.g., supply chain organization, engagement with suppliers and new
partnerships); (iii) manage regulated carbon quotas; (iv) prepare strategic plans and create new solutions and partnerships;(v) implement R&D projects in low carbon/energy efficient materials, products and services; (vi) deploy a tactical strategy to address
standards and regulations; (vii) manage prevention and protection measures against extreme weather events; (viii) manage media
coverage of climate change-related social responsibility issues; (ix) engage with public and private sustainable mobility stakeholders
to support the decarbonization of the transportation industry via the Movin’On ecosystem and the Transport Decarbonization
Alliance.

(1) This information has been structured according to the framework recommended for energy and transportation companies in “Climate-related financial reporting: Operationalframework for a constructive dialogue between investors and companies,” issued in July 2018 by the MEDEF French business network, the French Insurance Federation and theFrench Asset Management Association.
(2) See section 4.1.1 The Environment/Environmental governance.
(3) See section 4.1.2.3 a) Dialogue with stakeholders.

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Climatescenarios used

Scope 1 and 2 emissions pathways
In 2019, the 2030 and 2050 reduction targets(1) were determined on the basis of the 1.5°C scenario: “In model pathways with no or
limited overshoot of 1.5°C, global net anthropogenic CO2 emissions decline by about 45% from 2010 levels by 2030 (40-60% interquartile
range), reaching net zero around 2050 (2045-2055 interquartile range)”. IPCC Special Report: Global warming of 1.5°C.
In January 2023, the SBTi approved a revised short-term target, consistent with the “well below 2°C” global warming scenario andcovering both the legacy scope of business and the most recent acquisitions.
In January 2024, the Group submitted to the SBTi a new short-term target, consistent with a “1.5°C” scenario, which is still being assessed andwas therefore not reflected in the 2023 reporting exercise.
Physical risks
Two global warming scenarios were used, RCP 4.5 and RCP 8.5, over two time frames, 2030 and 2050, in developing a physical risk
assessment application for direct operations (production facilities) and indirect operations (key raw material suppliers).
Strategy and innovation
Working with international transition experts and applying state-of-the-art practices, the Group has prepared four possible climate change/societal scenarios(2) for how its business environment could evolve under the impact of climate change and the policies likely to emerge asa result(3). The scenarios are distinct from one another and based on contrasting, yet equally plausible assumptions. Each is described by: a qualitative narrative built around both planetary boundaries and a range of desirable and undesirable, complex andparadoxical factors, covering political, technological, socio-economic and legal/regulatory issues;
 quantitative Kaya identity indicators (global population, GDP per capita, energy intensity and carbon footprint of consumed
energy) and a set of public indicators representative of each scenario that enable us to identify their implications and assess theirmateriality over time; a global map displaying the scenario or blend of scenarios deemed most likely for each country.
Use of scenarios

4

In recent years, scenarios have been used by the business lines and operating units for strategic planning and/or innovation
purposes. In 2021, the Executive Committee reassessed the Group’s strategy in light of the four scenarios and came to the following
conclusions:
1. strategic fundamentals are validated in every scenario;
2. regardless of the scenario, connectivity and outside partnerships will play an important role;
3. trends in vehicle fleets, urban mobility, micro-mobility and intermobility will have a favorable impact and environmental
degradation will have a negative impact;
4. there are several innovation priorities, including the development of end-of-life tire management solutions and the adaptation of
products, services and operations to higher temperatures;
5. most of the organization would benefit from continuing to develop carbon emission reduction solutions for their customers andupgrading operations across the value chain to manage physical and transitional risks more effectively;
6. climate scenarios should continue to be analyzed and the five-year strategic plan adjusted accordingly.
The Executive Committee decided to reassess the Group’s strategy in light of the latest scenarios at least every three years and/or in
the event of one of the following events: a regulatory requirement, a new strategy or the failure of the current strategy, or theavailability of likely new scenarios. The assessment will therefore be performed again in 2024.
Summary of key assumptions and indicators
Increase in global mean surface temperature: four global warming pathways ranging from 1.7°C to 3.7°C by the end of the century.
Time horizons: 2035, with a qualitative description, a quantitative characterization based on a set of macro-indicators and a global
representation of scenarios by country;
 2050, with elaborate, situational narratives painting a vivid picture of life in each scenario.
Contextual assumptions underlying all four scenarios:
 the coexistence of four CO2 pathways over the coming decades in the different countries of the world; a closer look at the key decade from 2024 to 2035;
 consideration of environmental issues other than climate change (resource depletion, collapse of biodiversity, impact of various
forms of pollution).

(1) See section 4.1.1.1 a) Transition plan: decarbonizing our operations.
(2) An additional, extremely pessimistic alternative scenario was used to test the values attributed to the Group’s plant and equipment. The results are presented in note 2.6 to theconsolidated financial statements.
(3) See section 4.1.1.1 b) Transition plan: Company strategy.

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Constant assumptions: UN population forecasts;
 human beings are essentially driven by their own interests and the interests of their loved ones and communities;
 a world as politically and socio-economically fragmented as today’s, in which countries choose a variety of different strategies;
 an irreversibly digitalized world.
Variable assumptions:
 the landscape of environmental crises and shocks having an impact on society; the economic system and economic growth; the pace of energy decarbonization;
 the development of technological inventions and strategies, particularly those supporting the climate transition and climatechange adaptation;
 predominant lifestyles and consumer spending patterns;
 the political regime and its priorities.
Main risks andopportunities
and their
potential
financial impacts

Transition opportunities Market: develop and promote mobility products and services that are low-carbon and/or suitable for use in adverse weather
conditions, in response to market trends driven by legislation (emissions standards, minimum tire performance standards),
technology (growing take-up of electric vehicles) or emerging new demand from corporate customers (fleet management) andconsumers.
See section 4.1.1.7 2023 report on the Michelin Group’s activities in respect of the European Taxonomy Regulation, Eligible
Proportion of 2023 Sales, Capital Expenditure and Operating Expenditure/activities 3.6 and 8.2).
 Technologies: develop and bring to market hydrogen propulsion systems supporting the energy transition on a variety ofvehicles. Annual revenue over the medium term estimated at €1,500 million.
Transition risks
 Market: achieving net zero emissions by 2050, thereby meeting customer and investor expectations, entails higher costs tointroduce or deploy new practices, technologies, processes and organizations. Over the medium term, the provisional averageannual cost of reducing the Scope 1 and 2 carbon footprint is estimated at €90 million in capital expenditure.
 Legal and regulatory compliance: increasing CO2 allowance costs on regulated markets. Annual operating expenses overthe short term are estimated at €22 million.
Physical risks
 Extreme weather events: deterioration of production capacity in facilities operated by the Group and its suppliers caused byincreasingly frequent and severe extreme weather events (production shutdowns, supply chain disruptions, damage to
production assets). Over the short term, the maximum net impact on annual operating income is estimated at €150 million to€400 million.

METRICS AND TARGETS
Greenhouse gas
emissions

CO2 emissions, Scopes 1, 2 and 3: see section 4.1.1.1 a) Transition plan: decarbonizing our operations/Inventory of Scope 1, 2
and 3 CO2 emissions.

Reduction
targets

Scopes 1 and 2: see section 4.1.1.1 a) Transition plan: decarbonizing our activities/Scopes 1 and 2: reaching net zero emissions in
the manufacturing operations by 2050.
Required Scope 3 (excluding the in-use phase): see section 4.1.1.1 a) Transition plan: decarbonizing our operations/Scope 3:
reducing emissions from our transportation operations/Scope 3: reducing emissions from purchased raw materials andcomponents/Scope 3: reducing emissions from upstream purchased energy and end-of-life treatment of sold products
Optional Scope 3 (in-use phase): see section 4.1.1.1 b) Transition plan: company strategy/Designing ultra-energy efficient
products.

Spending

Manufacturing operations: €114 million was invested in 2023 as part of the production plant decarbonization plan
(Scopes 1 and 2).
CapEx of environmentally sustainable activities (Taxonomy-aligned): €601.4 million was invested in 2023 to enable
the introduction of technologies to improve the rolling resistance of our tire products and the installation of new tire linesthat reduce rolling resistance compared to the previous generations. See section 4.1.1.7 2023 report on the Michelin Group’s
activities in respect of the European Taxonomy Regulation, activity 3.6.

Taxonomy reporting: See section 4.1.1.7 2023 report on the Michelin Group’s activities in respect of the European Taxonomy Regulation.

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4.1.1.2 Enhancing the circularity of our products

SDG 8.4, 9.4, 12.2, 12.4, 12.5, 13.2 and 17.17

Risks related to other impacts of raw materials on the environment (excluding climate change)(1)
As the only point of contact between a vehicle and the road, tires play a vital role in road safety. It is made of around 200 different
materials, such as elastomers (natural and synthetic rubber), plasticizers and chemicals, that are all essential to delivering
performance.
Raw material factors, such as their natural or fossil origin, their production or extraction method and pressure from increasing
demand can generate environmental impacts, including resource depletion, pollution and/or loss of biodiversity.
Inadequate management of these impacts or of the environmental transition may have repercussions for the Group(2).
In addition, the emission of tire and road wear particles (TRWP)(3) generated by abrasion during a tire’s in-use phase can also have an
impact on the environment.
Through a policy of continuous innovation, focused onsustainable mobility, Michelin is making every effort to conserve
resources and attenuate the adverse environmental impact of its
products throughout their life cycle.
This policy is grounded in eco-design practices, the use of life
cycle assessments, and the deployment of a circular economy
approach known as Michelin 4R.

4.1.1.2 a) Incrementing the use of renewable orrecycled materials
In 2023, following the annual meeting with the External
Stakeholders Committee, the Group decided, in line with theCommittee’s recommendation to use clearer, more precise
vocabulary, to replace the term "sustainable materials" with“renewable or recycled materials.”
Renewable materials(4) are made from raw materials derived
from natural resources that are naturally replenished on ahuman timescale, such as biomass. This excludes fossil fuels likeoil, natural gas and coal, as well as minerals.
Recycled materials(5) are made from raw materials or feedstocks
recovered from industrial or household waste that has been
reprocessed into products, materials or substances. Recycling
does not include energy recovery or the reprocessing intomaterials that are to be used as fuels. Similarly, the reuse in a
production process of its own wastage is not counted asrecycling, as the material is not actually waste at this stage.

(1)
(2)
(3)
(4)
(5)

OUR OBJECTIVE:
The Group’s ambitious objective is to manufacture its tires
entirely from renewable or recycled materials by 2050,
backed by a commitment to incorporating an average of
40% renewable or recycled materials by 2030.
This commitment is measured by the renewable or recycledmaterials ratio.

4

THE RENEWABLE OR RECYCLED MATERIALS RATIO
2019

28%

2021

29%

2022

30%

2023

28%

2030
2050

40%
100%

The ratio stood at 28% in 2023, down two points on 2022.
As output declined during the year, there was a concomitant
reduction in the quantity of raw material inputs, particularly
natural rubber. This trend was accentuated by the steeper falloff
in the production of Truck tires, which, along with specialty tires,use more of this renewable material than passenger car tires.

See section 4.1 Sustainable Development Report/Challenges and performance/Materiality matrix.
In respect to the policy and legal, technology, market and reputational aspects defined in the Task Force on Climate Related Financial Disclosures (TCFD) nomenclature.
See section 2.1 Risk factors specific to Michelin, description and related management systems/Impact 7 – Environmental effects of our products.
As defined by the OECD and the American Chemical Society in “12 Principles of Green Chemistry.”
As defined in European Directive 2008/98/EC on waste.

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Given that natural rubber is the largest component in the
renewable or recycled materials ratio, the sharp drop inpurchasing volumes fed through to a reduction of around threepoints in the ratio compared with the prior year.
However, the Group pursued its commitment to developing newrenewable and recycled materials in 2023, and in line with theroadmap, delivered a gain of around one point year-on-year thatpartially attenuated the adverse impact of lower natural rubber
volumes.
The Group remains very confident in the robustness of its
roadmap and in its ability to meet its objective of having
renewable and recycled materials account for 40% of tire content
by 2030.
THE EMPREINTE PROJECT
To take its All Sustainable approach to the next level, Michelin
launched the EMPREINTE project in late 2020.
Funded by the French government as part of the Programmed’Investissements d’Avenir (PIA) and now included in the France
2030 program and run by ADEME, EMPREINTE is expected todeliver effective solutions for recycling or bio-sourcing
materials and for eco-designing products. These solutions will
improve the overall environmental footprint of tires by
guaranteeing in-use performance fully aligned with expectations
for new vehicles and emerging mobility needs.
By addressing the major challenges of sustainable mobility,
EMPREINTE is targeting two strategic markets: personal mobility(Passenger car tires) and passenger and freight transportation(bus and truck tires).
In October 2022, Michelin unveiled two new tires designed aspart of the EMPREINTE project that feature, respectively, 45%
renewable or recycled materials in the passenger car tire and
58% in the bus tire. Compared with current models, thisrepresents a 100% increase for the car tire and a 50% increase
for the bus tire. The new fitments have been approved for open
road use and offer the same environmental performance, asattested by life cycle assessments, and the same premium
performance as the current MICHELIN benchmark tires.
Their renewable or recycled materials could be more widely
deployed in some of the tires that MICHELIN will bring to market
starting in 2025.
In addition, tires with even higher renewable or recycled materials
ratios are already being engineered in the EMPREINTE project toprepare for the next stage in 2024-2025.

_1944.1.1.2 b) Deploying eco-design practices
Michelin is gradually rolling out a process to systematically assess
the environmental footprint of all its new tire product and service
projects based on eco-design principles.
In 2020, Michelin joined the Pôle Eco-conception association,
France’s leading center for eco-design and life cycle performance
management, to improve its methods, make its process morerobust and continue to develop its eco-design capabilities.
Introduced in 2021, an Eco-design Charter, based on guidelines
in the ISO 14006: 2020 and NF X30-264: 2013, presents key ecodesign principles and specifies the basic rules that all Group units
are expected to apply to any project engaged in an eco-design
process (e.g., involving research, products, services or business,digital and/or production processes). Moreover, to raise
employee awareness of these practices, a wide-ranging training
campaign for stakeholders across the design chain is now
underway, with 2,200 people already attending in 2023.

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4.1.1.2 c) Broadening the use of life cycle
assessments (LCAs)
Since 2022, around 5,000 people have been trained in first-level
LCA practices that they can then use to guide their design
choices. Since 2012, Michelin has been involved with ten otherinternational corporations in the International ResearchConsortium on Life Cycle Assessment and Sustainable Transition,
the primary research unit of the International Reference Centerfor the Life Cycle of Products, Processes and Services (CIRAIG).
Michelin is also a member of SCORELCA, a French associationthat conducts research commissioned by its 18 active members
and partners. Complementing those pursued by the International
Reference Centre for the Life Cycle of Products, Processes andServices (CIRAIG), its research programs are enhancing themethodological skills of the Group’s LCA expertise unit.
Similarly, Michelin has worked for several years with othertiremakers in the Tire Industry Project (TIP)(1) to draft world-classproduct category rules (PCRs) capable of supporting consistent,
seamless assessments of a tire’s environmental impact based ona set of industry-specific, ISO 14025-compliant guidelines.

4.1.1.2 d) The Michelin 4R circular economy
process

LCAs have shown that production phases, from raw materials
to finished product, can account for up to 30% of a tire’s
environmental impact. This poses a variety of challenges, such as
reducing the impact of mobility on ecosystems, natural resources
and human health, limiting its effects on climate change andsecuring supply. To ensure that natural resources are used more
wisely, Michelin is simultaneously rolling out four initiatives under
the Michelin 4R banner, for Reduce, Reuse, Recycle andRenew.
This 4R strategy is grounded in the following four principles:
ReduceIn addition to its initiatives to improve tire energy efficiency to
reduce the CO2 released during the in-use phase(2), the Michelin
Group is also leading research and development programs
focused on reducing resource consumption and harmful
pollution from the use of its products.

Reducing resource consumption
The Group’s research and development is guided by acommitment to designing and manufacturing new tires with lessmaterial, but without sacrificing any other performance factors.
On the contrary, Michelin is constantly lengthening the service
lives of its tires and enabling them to deliver the same safe driving
experience and ever-improved performance.

4

Michelin is also committed to delivering performance over timeby extensively testing worn tires, to demonstrate that tires canand should deliver very high performance until the tread wear
indicators appear. If motorists were confident that their tires
would remain safe throughout their useful lives, they would be
encouraged to use them until they reached the legal minimum
tread depth – of 1.6 mm in Europe – which would avoid theunnecessary use of 400 million tires a year worldwide and reduce
both raw materials consumption and cut CO2 emissions by up to
35 million tonnes a year (estimates based on calculations for
Europe).
In 2019, the European Union approved the introduction of wet
grip performance standards for worn tires, which will come into
force in July 2024 for new tire product approvals and in July 2026
for all tires.

(1) Tire Industry Project: Launched in 2005, the Tire Industry Project is a voluntary initiative dedicated to addressing the tire industry’s sustainability challenges and issues. It currently
comprises 10 of the world’s leading tiremakers: Bridgestone Corporation, Continental AG, The Goodyear Tire & Rubber Company, Hankook Tire Company, Kumho Tire Company,
Inc., Michelin Group, Pirelli Tyre SpA., Sumitomo Rubber Industries, Ltd., Toyo Tire & Rubber Company Ltd., and Yokohama Rubber Co., Ltd. The TIP operates under the auspices ofthe World Business Council for Sustainable Development (WBCSD).
(2) See section 4.1.1.1 b) Transition plan: Company strategy/Designing ultra-energy efficient products.

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Reducing harmful pollution from the use of our
products: tire and road wear particles (TRWPs)
Factoring in the environmental impact of its business activities is amajor concern at Michelin(1). That’s why the Group is proactively
engaged with the tire industry in analyzing the potential impacts
from tire and road wear particles (TRWPs), the mixture of tire
tread and road surface debris generated by the friction between
tires and the road.
Michelin carefully tracks the research being conducted worldwide
that could serve to enhance scientific knowledge. Since 2006,
with other tiremakers, the Tire Industry Project (TIP) has
undertaken research programs to collect, characterize andunderstand both the composition and flow of these particles, aswell as to assess their potential impact on the environment andhuman health. Its research findings may be found on thehttps://tireparticles.info/ website.
A wide variety of studies commissioned by the TIP or conductedby other research organizations are providing converging signalsthat TRWPs account for a small percentage of total urban air
pollution particles. According to a geospatial model of the Seine
watershed, for example, only 2% to 5% of TRWPs released into
the environment reach estuaries and potentially the marine
environment.
In November 2023, the Chief Executive Officers of the ten TIP
member tire manufacturers approved a new work plan for 2024
and 2025, focused on:● a new research cycle for deepening current understanding of
how tires generate particles, sampling TRWP presence indifferent environmental compartments (air, soil, rivers andestuaries), modeling TRWP fate in the environment, analyzing
their degradation and investigating their potential
environmental and health impacts;● an increasingly solution-oriented approach to generate data
and methods to guide mitigation actions and the launch of
TRWP-mitigation pilot projects.
In addition to these studies, Michelin is conducting its own
research. For example, BioDLab, a joint laboratory created in
December 2023 by Michelin, the French national research
institute CNRS and the University of Clermont Auvergne, isdedicated to the study of tire rubber degradation andbiodegradation. It is seeking to better understand the tire
degradation process stemming from their use, as well as todevelop technological solutions for the environmental issues
associated with the wear particles resulting from contact between
road and tire.

July 2018 launched the Tyre and Roadwear Platform, a multistakeholder platform dedicated to sharing scientific knowledge
and co-designing mitigation options to reduce the environmental
impact of TRWPs. Working with representatives fromgovernments, academia, non-governmental organizations andindustries, it seeks to foster open, inclusive dialogue among all
stakeholders, in order to holistically explore the TRWP challenge.
In the United States, the U.S. Tire Manufacturers Association(USTMA) has actively and voluntarily engaged with the California
Department of Toxic Substances Control (DSTC) to advance theassessment of 6PPD in tires as a Priority Product under the Safer
Consumer Product Regulations (SCPR). In December 2020, a
scientific paper published by researchers at the University ofWashington and the Washington Stormwater Center (Tian et al.)identified a transformation product of 6PPD they called 6PPDQuinone and alleged that it was toxic to coho salmon and could
cause problems in urban watersheds. 6PPD-Quinone had notbeen reported in previous studies on 6PPD transformation
products. Research on this subject is dynamic and continues to
evolve.
Lastly, it is already possible to start making a contribution to
reducing TRWP releases, both collectively and individually.
Collectively, by defining a standardized test and using it to remove
the worst performing tires from the market by enforcing tireabrasion thresholds. To support regulation that would limit
acceptable levels of particle releases from all tires worldwide,
Michelin and other ETRMA members are helping to define astandardized TRWP emissions testing method.
In December 2023, the European Parliament and Council
reached a provisional agreement on the Euro VII standards,
which are designed to reduce gaseous and solid particulate
pollutant emissions. Compared with current Euro VI standards,
Euro VII is extended to wear particle emissions from brakes andtires. It contains an article addressing the reduction of particle
emissions from tires through compliance thresholds, which could
be based on the abrasion test method defined by the UNECE.(2)Michelin supports this approach, which will help to reduce thequantity of particles released into the environment.
Individually, by developing innovations that enable the Group to
design tires that help to further reduce TRWP emissions. Michelin
has always led the way in using materials more efficiently. This
process has driven a steady reduction in TRWP emissions from its
tires. The Group is committed to further reducing overall
particulate emissions from its new tire families.

Similar research is being pursued in Europe by the European
Tyre and Rubber Manufacturers Association (ETRMA), which in(1) See section 2.1 Risk factors specific to Michelin, description and related management systems/Impact 7 – Environmental effects of our products.
(2) The United Nations Economic Commission for Europe.

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PARTICULATE EMISSIONS ARE BEING REDUCED WITH EACH NEW RANGEMICHELINMICHELINMICHELIN

e.Primacy

CrossClimate 2

Pilot Sport 5

-20%

-13%

-20%

vs MICHELIN
Primacy 4

vs MICHELIN
CrossClimate +vs MICHELIN
Pilot Sport 4

DEKRA studies in 2020 (MARK20B, MARK20E) and 2021 (MARK21E).

In 2022, the Allgemeiner Deutscher Automobil-Club (ADAC)
updated its comprehensive study on determining whether tires
with lower TRWP emissions are less safe, by measuring tireabrasion from around 100 tire models of different sizes andcomparing the releases to the results of braking distance tests ondry, wet and, for winter tires, snowy roads.
Analysis of the ADAC results shows that MICHELIN often ranked
first as the brand releasing the fewest particles per kilometer, on
average, among all the tires tested, while still delivering excellent
performance in the safety-relevant categories.
TRWP EMISSIONS: MICHELIN VS. OTHER
PREMIUM TIREMAKERS
Per vehicle
Unit: g/1,000km

131 136
107

In conclusion, Michelin remains highly engaged, both internallyand with its ecosystems, in reducing TRWP emissions by:4● leading or monitoring research to improve our knowledge ofthe fate of TRWPs through biodegradation, their pathways inthe various environmental compartments and their potential
impacts;● helping to pass new legislation to raise the standards for tires
brought to market;● innovating in performance tradeoffs by developing newtechnologies to reduce tire abrasion and incorporate bioassimilable materials;

128

115

● leading results-oriented initiatives with the tire industry andthe ecosystems to abate TRWP dispersal.
Reuse

average95

MICHELIN

2023 Michelin rolled out a specific TRWP program, withdedicated resources and a management team reporting to theEnvironmental Governance body.

Premium competitors

Source: ADAC Tyre test: Tyre abrasion – On road tests, April 2022

To coordinate its TRWP initiatives more effectively, both internallyand with such outside ecosystems as the tire industry andregulatory agencies, and to drive further progress in significantly
reducing these emissions and improving their bio-assimilability, in

Solutions such as repairing, regrooving and retreading tires help
to conserve raw materials because they extend a casing’s usefullife and use less raw material compared to manufacturing a newtire. The Group is extending these solutions to Truck, Aircraft andEarthmover tires.
MICHELIN Truck tires can be regrooved when the tread is worn,then mold-cure retreaded using the Remix process or pre-cureretreaded and regrooved a second time before the components
are reused in end-of-life tire recovery solutions. For example,
assuming the tire has a theoretical lifespan of 100,000 km,
regrooving can add 25,000 km without any additional material.
Retreading can then add a further 100,000 km using four times
less raw material than it takes to make a new tire. Lastly, the final
regrooving increases total tread life by another 25,000 km.

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In all, with one retreading and two regroovings, a MICHELIN Truck
tire can last 2.5 times longer than a new MICHELIN tire, with onlyaround 30% additional material.

The unit will enable the Group to accelerate the take-up of endof-life tire recovery and reuse technologies that it has beendeveloping:This offers three benefits compared with a non-retreadable, nonregroovable tire, whether premium or budget:

Lehigh Technologies, a US company acquired in 2017, which
designs and manufactures micronized rubber powders derived
from recycled end-of-life tires and other rubber-based industrial
products. In 2022, the Group began building a LehighTechnologies workshop at its Olsztyn plant in Poland, where
production got underway in 2023.

● a financial benefit from the lower cost per kilometer;● environmental benefits, by considerably reducing raw
materials use;
● social benefits, by creating more jobs. Everywhere that
retreading/regrooving is practiced, the logistics operations
and related services (collection, inspection, maintenance,
retailing, etc.) help to stimulate the local economy.
RecycleThe deployment of technically and economically viable
ecosystems to recycle and treat end-of-life tires is a major
challenge that Michelin is determined to address, in every
country, in cooperation with all of the stakeholders concerned.
Indeed, for many years, the Group has been encouraging the
introduction of effective solutions and continues to play a leadingrole.
A 2019 TIP study showed that between 57% and 88% of all endof-life tires, regardless of brand, sold in the 45 countries underreview were collected. The study also found that 42% of end-oflife tires were reused to make new materials and 15% wereburned as fuel to recover heat and power(1).
In 2023, Michelin deepened its engagement with the creation of anew operating unit, in charge of supporting the circular economy
with renewable and recycled materials. It is tasked withorchestrating the transition to circularity with other Group units
across the organization, as well as with outside ecosystems
through partnerships forged in every value chain. In this way, it
will help to develop new recycling channels, in particular for endof-life tires, and to secure the supply of primary inputs and newrenewable and recycled materials, while minimizing carbon
emissions, water, biodiversity and other environmental impacts,
and the amount of energy used in tire production.

Enviro, a Swedish company that partnered with the Group in2020 to develop and mass produce a highly innovative pyrolysis
technology that recovers high-quality products like recycled
carbon black, pyrolysis oil, steel and gas, which can then be reincorporated into the production cycle of various industries. In
2023, Enviro formed a joint venture with the Antin InfrastructurePartners investment fund that will use Enviro’s patented
technology to build several end-of-life tire recycling plants in
Europe with the combined capacity of one million tonnes ofrecycled end-of-life tires by 2030. The new venture has signed amulti-year supply agreement with Michelin.
Michelin is also involved in other recycling ventures, such as thepartnership formed
Carbios has developed a recycling process using an enzyme
capable of specifically depolymerizing the PET contained inbottles, food trays, polyester clothing and other plastic and textile
products. The innovation enables infinite recycling of all types of
PET waste and the production of 100% recycled and 100%
recyclable PET products of quality equivalent to virgin PET, suchas the polyester yarn used in tire manufacturing that Michelin
successfully tested in 2021. The Carbios technology is currently inthe process engineering phase.

(1) Estimated figures. Collecting worldwide end-of-life tire data is difficult, making them incomplete and sometimes highly uncertain.

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The Group's commitment to increasing materials circularity is also
supported by its ability to work in cooperation with competitors.
Known as coopetition, this new form of collaboration is built
around a shared objective: to speed the construction of new
ecosystems. In 2021, for example, Michelin and Bridgestone
jointly issued a call to action during the Smithers rCB 2021
conference to enrich the recycling ecosystem for end-of-life tires
and promote circularity in the rubber industry. The two main
global tire leaders hope to enable and increase the use ofrecovered carbon black (rCB) from recycled tires. Following thecall, Bridgestone and Michelin jointly published "Recovered
Carbon Black Guidelines"(1), a technical white paper sharing theresults of their initiative with stakeholders in the rCB community
to develop a proposed global standard to increase the utilizationof recovered carbon black material in tires. The shift from a linear
value chain to a circular ecosystem presents a major challenge
requiring a change in mindset and greater adaptability. The
coopetition between Bridgestone and Michelin serves as a prime
illustration of this transition.
To further spur the emergence of new circular economy
ecosystems, Michelin has also launched a number of projects aspart of the European Union’s Horizon 2020 research andinnovation programs. These include:

advances by focusing on the reuse in new tires of extensively
reprocessed polyethylene terephthalate (PET) fibers derived
from end-of-life tires. Its primary objective is to develop acircular solution to convert complex, multi-material, textilebased plastic waste from items such as rubber products (tires),composites (hoses) and multilayer textiles (clothing) into
products with high added value. WhiteCycle is a four-year
European public-private partnership comprising 16 member
organizations. It envisions that by 2030 the uptake anddeployment of its circular solution will lead to the annual
recycling of more than two million tonnes of PET, the third
most widely used plastic in the world. It is also expected toprevent the landfilling or incineration of more than 1.8 million
tonnes of PET a year, while avoiding the release of around
two million tonnes of CO2.
In 2023, the Group continued to participate in end-of-life tire
recycling programs through its active membership in a variety ofindustry associations, including in particular:● The TIP: to build on the knowledge acquired in recent years
on volumes and recovery methods, since 2021 the TIP hasorganized discussions in Europe, the United States, China
and India to bring together value chain stakeholders, gain
greater insight into local management and recycling issues
and identify pathways to improvement. In 2023, the TIP
prepared proposals for revising two international guidelines,
the Harmonized System of Customs Codes and the Basel
Convention on the Control of Transboundary Movements ofHazardous Wastes, to encourage the development of circularmodels for marketing secondary raw materials derived fromend-of-life tires.

● BlackCycle: Launched in April 2020, Michelin’s first European
project is focused on recycling all forms of rubber-based raw
materials from end-of-life tires. It brings together
13 organizations(2) in a European public-private partnershipthat is creating, developing and optimizing an end-to-end value
chain, from ELT feedstock to secondary raw materials (SRMs),
with no waste of resources at any stage and a careful focus onenvironmental impacts. The SRMs will be used to develop new
ranges of passenger car and truck tires, which will be soldcommercially in European and global markets. The consortium
is based in five European countries (France, Spain, Germany,
Greece and Switzerland) and includes seven industrial
partners, five research & technological organizations (RTOs)
and an innovation cluster. By 2023, the project had alreadydemonstrated that it was possible to produce several tonnesof sustainable carbon black (s-CB) by replacing fossil feedstockwith distilled end-of life tire pyrolysis oil. Also during the year,
BlackCycle won the Recircle Award in the “Best Tyre Recycling
Research Project” category(3).

● Industry associations, including the European Tyre andRubber Manufacturers Association (ETRMA), the UnitedStates Tire Manufacturers Association (USTMA) and the Japan
Automobile Tyre Manufacturers Association (JATMA). In its
joint programs with these associations, Michelin is making
every effort to ensure that end-of-life tires are properly
collected and processed. As part of this commitment, it
supports the concept of extended producer responsibility
and is exercising its influence to encourage materials
recovery, which optimizes the reuse of tire components as
secondary raw materials and generally offers a smaller
carbon footprint than energy recovery.

● WhiteCycle(4): The second European project, launched in July
2022 and coordinated by Michelin, is building on BlackCycle’s

For more than ten years, the Group has pursued a policy ofrecovering and reusing all its tire manufacturing waste(5).

4(1) https://rcbrubber.com/.
(2) Michelin, Orion Engineered Carbons, Pyrum Innovations, Quantis, CSIC-Instituto de Carboquímica (ICB), CPERI/CERTH, Sisener Ingenieros SL, Aliapur, Estato Umweltservice GmbH,HERA Holding, AXELERA, Ineris and Fundación ICAMCYL. (https://blackcycle-project.eu/).
(3) https://recircleawards.com/categories/best-tyre-recycling-research-project-2023/.
(4) https://www.whitecycle-project.eu/.
(5) See section 4.1.1.4 e) Reducing and managing waste.

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Renew
Michelin is committed to ensuring that by 2050, all the materials
used to make its tires are renewable or recycled. To meet thismajor challenge, the Group is encouraging the use of recycled
and/or bio-based materials such as natural rubber and certain
plant-based oils and resins. In the case of bio-based materials,
large-scale projects have been launched to transform supply
chains or improve the sustainability of natural materials.
● Project BioButterfly, in partnership with Axens and IFPEN, is
expected to enable the development of a butadiene
production process using ethanol, a bio-based feedstock.
The resulting butadiene will be used to produce innovativesynthetic rubbers that are more environmentally responsible.
Following the development phase launched in 2015, an

4.1.1.3 Supporting biodiversity

industrial demonstrator was commissioned in early 2023,
and several tonnes of butadiene have already been
produced. In 2024, the demonstrator will be used to
optimize the process and build the process book for the firstfull-scale production plant.
● BioImpulse, a collaborative public/private research projectthat is helping to create a new, fully bio-based adhesive resinthat is safer for human health. The consortium is coordinatedby Michelin subsidiary ResiCare.
● Michelin is also a member of BioSpeed, a consortium ofcompanies committed to accelerating the market uptake ofnext generation bio-based materials.
Lastly, Michelin is sustainably and responsibly developing its
natural rubber supply chain(1).

SDG 8.4 and 15.9

Like every company, Michelin relies on biodiversity and ecosystem services to ensure the supply of raw materials and water, regulate theclimate and create conditions for conducting its business sustainably. This is why the Group is stepping up its commitments andinitiatives to combat climate change, conserve resources and safeguard biodiversity.

4.1.1.3 a) The Biodiversity Operational Committee
Created in 2018 and led by the Sustainability and Impact
Department, the multidisciplinary Biodiversity Committee brings
together experts from two other Departments, Research andDevelopment and Purchasing, and a team of agronomists incharge of natural rubber production on Michelin rubber tree

farms. It prepares the Group’s biodiversity strategy and submits itto the Environmental Governance body. It is tasked with
detecting even the most latent issues, assessing emerging risks
and defining targets for reducing the biodiversity impact of theGroup’s operations. It leads the preparation of roadmaps for theoperating units and oversees the deployment network.

4.1.1.3 b) Dependencies and impacts of Michelin’s operations on nature
Dependencies
Of the 200 or so materials used to make a tire, natural rubber accounts for around 21%(2) of the Group’s purchased raw materials
inputs. This means that Michelin is highly dependent on natural rubber to manufacture its products and, in turn, that its income
depends on maintaining proper environments for biodiversity and ecosystems.

(1) See section 4.1.4.2 c) A dedicated approach for natural rubber.
(2) See section 5.1.3 c) Other income statement items .

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Value
chain

Upstream

MATERIAL DEPENDENCIESON NATURE

Ecosystem
services...

Direct Operations(Natural Rubber Production)

Production of raw materials
from biomass...for regulation purposes• Climate• Water cycle• Erosion management• Diseases and pests...that enable theproduction of natural
raw materials• Groundwater• Pollination• Soil quality...for supply purposes• Natural rubber and otherraw materials• Surface water• Energy...that mitigate
direct impacts• Natural bioremediation• Bioregeneration

Level of dependence

Very highDirect Operations

Downstream

Production facilities

Storage, Transport,
Usage, End-of-life• Extreme
weather events• Energy from biomass• Groundwater and surface
water

The data
establishingthe dependencies
of downstream operations
are not yet
available

4
High

MediumLow

Very low

The table above is a non-exhaustive illustration that does not reflect weak dependencies.

Potential impacts
According to in-house studies conducted on the basis of raw materials life cycle assessments, confirmed by the use of Encore© andother external analytical tools and the findings of the first two steps in the Sciences-Based Targets for Nature (SBTN) method, the main
potential impacts of the Group’s operations, illustrated in the table below, stem from:● rubber-tree farming (land use); and● manufacturing operations (climate change, water withdrawals and waste production).

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EXAMPLES OF PROCESSES THAT CAN CAUSE SUCH IMPACTS

Value
chain

Upstream

Potential
Impacts

PressureDirect Operations(Natural Rubber Production)

Production of natural rubber
and other raw materials

Direct Operations

Downstream

Production Facilities

Storage, Transportation,
Usage, End-of-life• Deforestation• Biodiversity
loss• Habitat loss

• Unsustainable
forest management• Landscape conversion and/or
fragmentation• Soil artiﬁcialization andsealing• Fragmentation of natural areas• Biomass energy use

Over
exploitation of
Resources• Waterresources
depletion• Nursery irrigation (e.g. natural
rubber)• Other water-intensive raw
materials• Water withdrawals

ClimateChange• Increase inatmospheric CO2• Production, processing andtransportation of fossil-based raw
materials• Production and transportationof raw materials
from biomass• Energy use• Transportation• Vehicle fuel consumption
caused by tires• Recycling• Increased GHG
concentration in
the atmosphere• Water and soil
quality changes• Eutrophication• Use of pesticides
and fertilizers• Use of chemicals• Wastewater discharges• Waste••••• Waste fromtire abrasion• Elimination of waste
in landﬁlls• Biodiversity
loss• Habitats loss

• Introduction of non-native
speciesLand
usechange(Water use)

(CO2 emissions)

Air, water andsoil pollution

Invasive species

Level of potential impact

Very highUse of chemicals
Wastewater discharges
Waste
Air emissions• Soil artiﬁcialization andsealing• Fragmentation of natural
areas• TransportationHigh

MediumLow

Not yet determined

Source: internal analyses, Encore®and SBTN Steps 1&2 test results.

Active in rubber tree farming and natural rubber procurement for
many years, the Michelin Group has deployed a Sustainable
Natural Rubber Policy(1) and a dedicated process with its suppliers
to safeguard this resource and manage the impact of its
production on the environment and local communities.
With regard to manufacturing operations, the Group’s
Environmental Policy(2) addresses the management of pollution
risks and the reduction of the environmental impact of the
production facilities. Impacts related to climate change, water

withdrawals and waste are covered by dedicated programs andreduction targets for 2030(3).
In 2018, Michelin expanded on these policies with specificcommitments to safeguarding biodiversity and ecosystems,
undertaken with the act4nature international initiative. These
commitments were strengthened in 2021, when targets for 2030
were defined for research and development, raw materials andmanufacturing and research facilities.

(1) https://natural-rubber.michelin.com/fr/committments-and-transparency/overall-approach.
(2) https://www.michelin.com/en/sustainability/company/planet.
(3) See section 4.1.14 Reducing the environmental footprint of our manufacturing operations.

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4.1.1.3 c) Michelin’s commitment to biodiversity
The Michelin Group is aware of its nature dependencies and theneed to preserve natural resources and restore biodiversity andecosystems in order to conduct its business sustainably. As such,it is bringing its vision and initiatives in line with the KunmingMontreal Global Biodiversity Framework with a focus on thefollowing targets:● 7 Reduce pollution risks from excess nutrients lost to theenvironment, pesticides and highly hazardous chemicals by atleast half.
● 10 Sustainably manage land areas allocated to agriculture,
aquaculture and fisheries.

operations, supply and value chains and portfolios; provide
information needed for consumers to promote sustainableconsumption patterns.
As part of this process, in 2023, Michelin further strengthened its
act4nature international commitments by adding two newtargets for its natural rubber value chain (see section 4.1.1.3 d)below).
Moreover, at the World Economic Forum in Davos in January2024, Michelin expressed its intention to apply therecommendations of the Task Force on Nature-related Financial
Disclosures (TNFD) in its 2025 non-financial reporting exercise, aspart of TNFD’s inaugural cohort of Early Adopters(1).

● 15 Encourage companies to regularly assess and disclose theirrisks, dependencies and impacts on biodiversity across their
MICHELIN’S 2030 COMMITMENTS TO BIODIVERSITY AND 2023 OUTCOMES

4(1) https://tnfd.global/engage/inaugural-tnfd-early-adopters/?_sfm_adoption_year=2025.

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4.1.1.3 d) Preserving biodiversity and ecosystems in rubber tree farming
Combating deforestation(1)Natural rubber production entails a risk of deforestation, which is
why in 2016 Michelin included a “zero deforestation”
commitment among the environmental criteria in its Sustainable
Natural Rubber Policy.
To exercise its duty of care in its sourcing countries(2) and ensurethat its natural rubber inputs do not come from deforested land,Michelin has in recent years been deploying both the
RubberWay®(3) application, which maps at-risk jurisdictions, and a
deforestation risk analysis tool developed with the WWF. Basedon this risk analysis, prevention and mitigation measures wereintroduced to reach a significant portion of the farmers in thejurisdictions concerned(4).
In 2023, Michelin expressed this commitment as a measurable
target for 2030 and replaced its former act4nature commitment(In 2030, 80% of the natural rubber volumes used by the Group will
be assessed for compliance with the environmental criteria in its
Sustainable Natural Rubber Policy), with a more ambitious
commitment that is clearer for external stakeholders:
In 2030, 100% of natural rubber volumes used by the Group will
be assessed as deforestation-free(5). This commitment iscurrently being validated by act4nature international.
Reducing pesticide use
While natural rubber production does not require the intensive
use of pesticides, their judicious use at various stages in the
production cycle may help to improve efficiency, for example bytreating certain plant diseases.
In addition to banning pesticides and herbicides in production
plant groundskeeping by 2023, Michelin has defined a newcommitment to reducing the use of pesticides in the productionof natural rubber:
Reduce the amount of pesticide used per hectare on rubber tree
farms operated by the Michelin Group and its joint ventures(6)by 70% in 2030(7). This commitment is also currently being
validated by act4nature international.
Michelin also promotes best practices across the industry toscale back the use of pesticides and herbicides.

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

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Helping to transform the supply chain
To help move the supply chain towards more sustainable
practices, the Group is mapping social and environmental risks
using the RubberWay® application. When at-risk jurisdictions are
identified, Michelin works with its partners to offer training
programs for village farmers and their families.
From 2021 to 2023, a total of 1,437 farmers were trained inbiodiversity and agroecological practices(8). The Group iscommitted to training 30,000 farmers by 2030.
In addition, the Group is sharing identified best practices withstakeholders across the industry through the Global Platform for
Sustainable Natural Rubber (GPSNR)(9).
Restoration and conservation initiatives
The Michelin Ecological Reserve in Bahia, Brazil

The 3,350-hectare Michelin Ecological Reserve (REM) in Bahia,
Brazil, was created in 2005 to safeguard areas of the Atlantic
Forest, one of the world’s most species-rich biomes, in a region
suffering from widespread deforestation and environmental
degradation. In 2021, the reserve was expanded by 550 hectares
and now covers a total 3,900 hectares.
To protect the Reserve from hunters, forest rangers were hired to
conduct regular day and night patrols, which have reduced
hunting by 91%, allowing wildlife abundances to increase to 117%
since the Reserve’s creation. Certain species critically threatenedwith extinction, such as the yellow-breasted capuchin monkey(Sapajus xanthosternos) and the red-billed curassow (Crax
blumenbachii), are once again flourishing in the Reserve, which
has become essential for their long-term survival.
Every year, more than 100 scientists are supported by the REM
research program, which has funded 134 ecological studies overthe past 17 years, resulting in the publication of 163 scientificpapers, including some on the forty previously unknown species
found since the Reserve was opened.
As part of the program launched in 2005 to restore deforested
areas, REM has planted 110,000 trees spanning 275 species,
enabling the forest to regain 300 hectares. The Reserve also
protects the 61-meter high Pandaca Grande waterfalls, which are
visited by more than 80,000 tourists a year.

See section 4.1.4.2 c) A dedicated approach for natural rubber/Supply chain risk assessments.
https://purchasing.michelin.com/en/we-care-about-the-environment/.
https://rubberway.tech/.
See section 4.1.4.2 c) A dedicated approach for natural rubber/Supply chain risk assessments.
“Deforestation-free” status is determined by reference to the definitions and standards of the European Union Deforestation-free Regulation (EUDR).
Joint ventures in which Michelin holds a minority stake.
Compared with the 2019 baseline year.
See section 4.1.4.2 c) A dedicated approach for natural rubber/Frontline initiatives.
See section 4.1.4.2 c) A dedicated approach for natural rubber/The Global Platform for Sustainable Natural Rubber (GPSNR).

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The REM educational outreach program helps young people inneighboring communities increase their awareness ofenvironmental issues and encourages them to seek sustainable
solutions for their communities.
Today, REM is one of the best-protected areas of the Atlantic
Forest.
RLU, Indonesia

A wholly owned Michelin Group subsidiary since 2022, RLU iscommitted to fostering sustainable natural rubber production ona vast 70,000 hectare site in the province of Jambi (Sumatra), as
well as on an 18,000 hectare site in the province of East
Kalimantan (Borneo). Both areas had been severely degradedand deforested prior to Michelin’s involvement in 2015, and are
currently home to some 50,000 people.
RLU is part of a long-term sustainable development strategy witha strong environmental focus:● “zero deforestation” commitments;● programs to safeguard and restore tropical forests, the natural
habitat of the Sumatran elephants and tigers, hornbills andBornean orangutans that live in and around RLU concessions.

4.1.1.3 e) Preserving biodiversity around Group
manufacturing and research facilities
A commitment to pesticide-free groundskeeping
As of end-2023, 22 Group facilities were maintaining their
grounds without using any pesticides or herbicides, versus 12
the year before, while two others had phased out all but one
product, under a maximum three-year waiver.
Biodiversity management plans
Biodiversity management plans are designed to explicitly embedbiodiversity into each facility’s environmental management
system.
In 2023, the Group issued a standard template, based on thepilot project carried out in 2022 at the Technology Center in
Ladoux, France, in partnership with the Auvergne Regional
Nature Conservancy (CENA). These standardized plans call for athree-pronged action program aimed at:● Improving knowledge, with studies, inventories and mapping;● Leading and facilitating initiatives;● Preserving and restoring biodiversity.

Of the total land area across three concessions, almost 30% isplanted in rubber trees, 17% is virgin or restored rainforest andaround 50% is used by the local communities for agroforestry
production and food crops. In a spirit of outreach andtransparency, RLU works with local and international biodiversity
experts and ensures that all its operations comply with its
sustainability commitments.

To deliver outcomes and create synergies more quickly, twocollaborative workshops were organized in 2023 at the plants inGreenville SC, United States in May and in Campo Grande, Brazil
in December. The week-long events, which began with a
Biodiversity Collage workshop, were attended by a number ofenvironmental managers, who shared resources and worked
together on management plans for ten facilities.

The Group actively seeks out constructive opinions that could
help it to secure a sustainable supply of natural rubber, while
protecting the environment and supporting local communities.

Several other facilities completed their management plans during
the year, under the supervision of their region’s Biodiversity
Officer. By year-end, a total of 16 production or researchfacilities had prepared a management plan.

As of year-end 2023:● An 11,764-hectare wildlife conservation area was protecting
forests and providing critical habitats where elephants, tigers,orangutans, gibbons and tapirs have returned to live.
● A team of 28 forest rangers had patrolled a distance of
116,088 kilometers, in a commitment to preserving
biodiversity and preventing poaching.
● Camera traps had documented 42 mammal species, some ofwhich are critically endangered, and 238 bird species had
been directly observed.
● 13,760 native trees had been planted over 88 hectares since
2018, with more than 80 species collected locally.
● Natural forest regeneration was underway on 334 hectares.

4

Two new workshops are currently being organized in Asia andEurope.
The initiatives undertaken by the facilities to address biodiversity
exceed the scope of the act4nature objectives:● For the past ten years, nearby areas classified as protectedhave been covered by each facility's environmental
management system.
● For the past two years, a network of Biodiversity Champion
Sites has been developed to drive faster progress.
● An employee awareness campaign has been launched, witheven more ambitious programs undertaken at facilities withhigh biodiversity potential.

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Systematically identifying nearby protected areas
Every five years since 2013, the Group’s production plants andresearch facilities have conducted surveys to identify areas
classified as protected under supranational, national or local
legislation and located within a five-kilometer radius of their site.
In 2023, the five-year update inventoried 240 nearby
protected areas. When the updated data was analyzed withregard to the GRI 101-5-b-i indicator, it showed that 28 facilities
in seven countries, representing a total surface area of 6,100
hectares, are located less than a kilometer from one ormore protected areas.
In addition to the facilities covered by prior-year inventories,
almost half of the former Camso facilities(1) performed inventories
in 2023 and are included in the above results.
The findings of these inventories are integrated into each facility’senvironmental risk analysis, as well as in the biodiversity
management plans mentioned above.
A network of Biodiversity Champion Sites
A network of Biodiversity Champion Sites was set up in 2022, withseven facilities volunteering for initial participation. Anotherseven sites joined in 2023, when the network met five times toshare best practices, discuss difficulties and prepare a handbook
for implementing a biodiversity program, based on theirexperience. These facilities are leading the way in fulfilling theGroup’s act4nature objectives for the implementation ofmanagement plans and the switchover to pesticide andherbicide-free groundskeeping.
Raising employee awarenessIn the same way as the Climate Fresk(2), the Biodiversity Collage
has been chosen as the preferred tool for giving employees
greater insight and a shared language with regard to the causes
and consequences of the collapse of biodiversity. In 2023, a
network of 25 facilitators were trained and organized and
27 Collage workshops involving 212 people were conducted.

Ladoux, France: a high biodiversity potential facility inaction.
CENA – In 2023, the agreement between the Michelin facility andthe Auvergne Regional Nature Conservancy was renewed for atleast another five years. It ensures the protection of a 5.2-hectare
area containing continental salt meadows, which are extremelyrare in Europe and have been designated as a priority forconservation. They are home to protected maritime species in
the Auvergne region, such as sea plantain and Juncus Gerardii
black grass.
NATURA'LADOUX – The Natura’Ladoux association has beenleading local preservation programs and organizing activities toraise employee awareness since 2016. In 2023, it helped to
deploy the biodiversity management plan at Ladoux by leading
three teambuilding exercises that involved planting 180 shrubs inhedges to help protect water and soil resources, preserve
biodiversity and improve the quality of life.
Cropland – In 2020, for the first time, the cropland used as testing
grounds for agricultural tires was rehabilitated using only farmmachinery, without any pesticides. In 2023, no insecticides wereused in the wheat and barley fields. Buckwheat, whose extensive
plant cover smothers weeds, was grown without using any
pesticides or herbicides. The possibility of planting otherpesticide-free crops, such as lavender, hemp and alfalfa, are now
being reviewed.
Rif – A project to restore the Rif canal was undertaken in 2021 torevitalize around one hundred meters of the waterway and limit
bank erosion with a variety of vegetation engineering techniques(combs, aquatic plant weirs, vegetated berms). A new permit
application was submitted to the Loire-Bretagne Water Agency in2023.

(1) Camso facilities will be fully integrated into the Group’s environmental reporting system in 2024 (see the Scope of the Report section above).
(2) See section 4.1 Sustainable Development Report/Transforming the Group from within.

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4.1.1.4 Reducing the environmental footprint of our manufacturing operations
SDG 6.3, 6.4, 7.2, 7.3, 8.4, 9.4, 11.6, 12.2, 12.4, 12.5 and 14.1.

Risks related to manufacturing operations
The main environmental impacts arising from the tire manufacturing process are caused by the use of energy, water and raw
materials resources, the release of pollutants into the air, water and soil, the production of waste and the release of greenhouse gas
emissions.
The Group is exposed to the risk of legal or financial consequences if its operations cause soil, water or air pollution or if it fails tocomply with the applicable local, national or international environmental regulations and standards(1). These risks are effectively
controlled through the Environmental Management System(2).
The Group’s environmental policy is aligned with the 3P Vision(People, Profit, Planet). Since 2020, the Environmental Policy has
affirmed, in its general policy section, both the fundamental
principles for addressing environmental issues and the Group’s
ambitious objectives in the area. A section dedicated to the
production plants and offices defines how these principles
should be applied to enable each one to manage its operations
sustainably. This process is impelled by three main drivers:● improving
impacts;

environmental

performance

andreducing● identifying and managing environmental opportunities andrisks;● complying with applicable legislation and Group guidelines.
Improvements in environmental performance are being led byfour programs(3) (Energy/CO2, Volatile Organic Compounds,
Waste and Water), each with two objectives:● ensure that the Group’s 2030 targets are met by defining aroadmap and the technical levers to be deployed;● prepare for the future by defining ambitious improvementtargets for 2050, as well as effective intermediate milestones.
Each program is managed by a program leader, with the support
of a multidisciplinary team of experts who perform medium andlong-term opportunity and feasibility studies. They are alloverseen by the Environmental Governance body(4). Each
program’s policies and outcomes are described in detail in thissection.
The pace of progress in the four programs is tracked consistently
across every production plant and manufacturing unit by ashared composite indicator, i-MEP, which is described in themethodological note. However, while perfectly suited to tire
operations, the i-MEP can be more difficult to interpret in the

(1)
(2)
(3)
(4)
(5)

Group’s new businesses. In response, a review was initiated in
2023 to revise the metric.
At the same time, the Group has developed an Environmental
Management System to prevent the risks of soil contaminationand to protect sensitive ecosystems around its facilities.

4.1.1.4 a) An Environmental Management Systembacked by a network of experts
The Group’s EMS is designed to enable each plant to manage its
impact on the environment, on both a day-to-day and long-termbasis. It comprises a process to track compliance with legislationand Michelin standards, the obligation to define and meet, every
year, improvement targets aligned with local issues and Group
commitments, and procedures to attenuate the risks ofaccidental pollution. It is structured into processes, so as toensure compliance with ISO 14001-2015 standards. Since 2018,all of the production plants subject to certification have beencertified to these standards.

4

Group guidelines dictate that every new production facility mustearn ISO 14001 certification within five years of start-up. In 2023,
93.4% of all facilities were certified(5). ISO 14001-certified
facilities accounted for 98.3% of the products produced
during the year.
To ensure the effectiveness of both the system’s operatingprocedures and the implemented solutions, a networked
organization is in place, comprising around 100 specialists basedin every plant, in all host countries and in the Operating andCorporate Departments.
Dedicated training courses to support EMS deployment haveraised environmental awareness among all of the nearly 80,000
employees working on certified sites, along with a varying numberof subcontractors and temporary workers.

See section 2.1 Risk factors specific to Michelin, description and related management systems/Risk 3: Environmental transition risks.
See section 4.1.1.4 a) An Environmental Management System backed by a network of experts.
See Methodology.
See section 4.1.1 The Environment/Environmental Governance.
Including the production plants, natural rubber processing facilities and Technology Centers having a material impact on the environment.

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In 2023, €117 million, or 100% more than in 2022, wascommitted to projects to enhance the environmental
performance of the production facilities.
These budget amounts are based on the definition
recommended by the French Accounting Board (CNC
recommendation 2003-R02 of October 21, 2003), which covers

only outlays that are “supplementary” (i.e., excluding routine
maintenance, operating costs, waste management and similar
expenses) and “exclusively environmental” (i.e., excluding theenvironmental aspects of capital expenditure projects).

Budget allocation is analyzed in the following table.
Total expenditure

Group
2023

2022

2021

Air pollution prevention

13,025

3,953

9,750

(in € thousands)

Surface water pollution prevention

2,691

2,963

2,200

Soil and subsurface water pollution prevention

3,419

4,703

3,147

Waste reduction and recycling

2,265

2,539

3,264

Sustainable use of water resources

5,988

4,140

2,259

Sustainable use of energy resources

41,232

27,49816,479Reduction of greenhouse gas emissions

46,467

10,855

2,402

205

668

-

Preserving biodiversity

(1)

Other

1,466

1,299

623

TOTAL

116,758

58,61840,124As of December 31, 2023, total consolidated provisions for environmental risk amounted to €27.1 million.

4.1.1.4 b) Reducing the environmental footprint of
the production plants
Since 2005, Michelin has measured the key impacts from its
manufacturing operations. Improvements driven by the four
environmental programs are tracked at every level, from the sites
to the Group Executive Committee, through the i-MEP(2)composite performance indicator, which measures five variables:
energy consumption and water withdrawals, CO2 emissions,volatile organic compound (VOC) consumption and the amountof waste generated. The i-MEP is displayed in the Group’sbalanced scorecard and is one of the strategic indicators thatevery plant must track to measure its operational excellence.
In 2020, each program defined its 2030 roadmaps. Based on theidentified technical levers, the i-MEP indicator is expected to
decline by one-third over the period to 2030. The objectivesof the four programs are described in more detail below.

Improvement in the industrial – Michelin
Environmental Performance (i-MEP) Indicator
100

83.9

90
80
70

Target 2030 = -1/3

60
50
40
2019

2030

2023

The 2023 performance is analyzed in the following tables.
Improvement in the industrial – Michelin Environmental Performance (i-MEP) Indicator
Ambitions for 2030
i–MEP (in points)

2030 ambition
compared with 2019

2019

2023

2024 target% change
2023/2019

-1/3

100

83.9

80

-16.1

(1) In 2020 and 2021, outlays for “preserving biodiversity” were recognized in “Other”.
(2) The i-MEP was introduced in 2021 to replace the MEF indicator used from 2005 to 2020.

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Summary table of Group environmental data, i-MEP scope of reporting(1)Absolute values by
i-MEP component – Group

Ratios2023

2019% change2023 vs.
2019(GJ/t of SF+FP)

4.28

4.40

-2.7%

Michelin point sources

1.82

2.24

-18.8%GRI 302-3
GRI 302-4

i-MEP component

2023
37,5032019

Unit% change2023 vs. GRI and SASB
indicators(1)2019Energy consumption
40,302x 10³ GJ

-6.9%

GRI 302-1
TR-AP-130a.1

Steam purchased, net

0.59

0.36

63.9%

Electricity purchased, net

1.87

1.80

3.9%

(t/t of SF+FP)

0.25

0.32

-21.9%

2,164

2,919

x 103 t-25.9%GRI 305-1

Direct emissions from Michelin point
sources (Scope 1)

0.11

0.15

-26.7%

999

1,401

x 10³ t-28.7%GRI 305-2

Indirect emissions, steam generation(Scope 2)

0.04

0.02

100%

346

162

x 10³ t113.6%GRI 305-4

Indirect emissions, electricity generation(Scope 2)

0.09

0.15

-40%

819

1,356

x 10³ t-39.6%GRI 305-5

CO2 emissions(2)Water withdrawals(cu.m/t of SF+FP weighted by water stress)

2.90

3.36

-13.7%

23,43428,227x 10
cu.m-17.1%GRI 303-1

Organic solvent consumption (kg/t of
SF+FP)

0.60

0.83-27.7%

5,275

7,634

t

-31%

GRI 305-7

3

4

GRI 306-2

Waste generated(kg/t of SF+FP)

31.2

36.10

-13.6%I-MEP INDICATOR PERFORMANCE(IN POINTS)

83.9

100

-16.1%

273,129 330,836

t-17.4%

TR-AP-150a.1

Other environmental indicators
Total Michelin direct and indirectemissions avoided
57,100(tonnes of CO2)

GRI 305-5

33,000(4)Sulfur dioxide emissions(kg/t of SF+FP)

0.09

0.15

-40%

GRI 305-7

0.13

0.17

-23%

GRI 305-7

Nitrogen dioxide emissions(kg/t of SF+FP)

GRI 306-2

Hazardous waste generated(kg/t of SF+FP)

2.98

3.05

-2.9%

26,06928,85228
facilities(3)totaling
6,100ha

Number and total surface area of facilities
located less than one kilometer from aprotected area

In 2023, the Michelin Group did not incur any significant fines or non-monetary sanctions for non-compliancewith environmental legislation and/or regulations.

tTR-AP-150a.1

GRI 101-5-b-i
GRI 307-1(1) GRI = Global Reporting Initiative Standards, 2016; SASB = Sustainability Accounting Standard Board, Auto parts, 2018.
(2) “The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, revised edition”, World Business Council for Sustainable Development andWorld Resources Institute.
(3) Inventoried in 2023. The inventory is updated every five years.
(4) The 2019 figure has been revised following the detection of an emissions factor error.

(1) The CO2 emissions data shown in the table below concern the i-MEP scope of reporting, i.e. excluding the former Camso and Fenner facilities, whose emissions are reported in
sections 4.1.1.1 Implementing a climate strategy and 4.1.1.4 c) Reducing energy use and greenhouse gas emissions.

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4.1.1.4 c) Reducing energy use and greenhouse gas
emissions
OUR AMBITIOUS OBJECTIVESCHANGE IN CO2 EMISSIONS*(total scope of reporting(3))(base 100)

100

The Group’s overarching goal is to achieve net zero carbon
emissions(1) across its entire production base by 2050.

9680

In 2019, the Group set the following ambitious objectives for
2030:

72

● improve production plant energy efficiency by 37% versus
2010 (indicator: MWh used per tonne produced);● eliminate the use of coal to generate own or purchased
heat (indicator: % of coal in our heat sources);● reduce emissions from Group production facilities by
50% versus 2010 in absolute terms (indicator: tonnes of
Scope 1 and 2 CO2 released).
In 2023, this objective was updated to align it with an SBTitarget consistent with the “well below 2°C” global warming
scenario, as follows:
Michelin commits to reducing its absolute Scope 1 and 2
greenhouse gas emissions 27.5% by 2030 from a 2019 baselineyear(2).

2019
*

2021

2022

2023

Absolute value in Scopes 1 and 2

CO2 EMISSIONS*(i-MEP scope of reporting)100

The new objective also encompasses emissions from Camso andFenner and has entailed a change in the baseline to 2019 from
2010.

95
79

74

In this section, the CO2 emission figures are presented for boththe new boundary and 2019 baseline and for the i-MEP scope ofreporting. The figures for the other i-MEP components – energy
consumption, water withdrawals, VOC consumption and amountof waste generated – do not yet include data from the former
Camso and Fenner facilities.
In January 2024, Michelin submitted to the SBTi a new
Scope 1 and 2 emissions reduction target consistent withthe “1.5°C” global warming scenario. The new target ismuch more ambitious, aiming for an absolute reduction of
47.2% over the same 2019-2030 period. Submitted in early
2024, it was not reflected in the 2023 reporting exercise.

2019
*

2021

2022

2023

Absolute value in Scopes 1 and 2

In 2023, total CO2 emissions from the Group’s production plants,
including the Camso and Fenner facilities, declined by 10% yearon-year and by 28.3% versus 2019.
In the i-MEP scope of reporting, the decline was 25.9%, or 44.2%
compared with 2010. The ratio of CO2 emissions per tonne of
output stood at 0.25, versus 0.32 in 2019.

(1) Net emissions = Scope 1 and 2 emissions less absorptions from the atmosphere.
(2) The target boundary includes biogenic emissions and removals from bioenergy feedstocks.
(3) Total scope of reporting = i-MEP plus Camso and Fenner.

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These improvements were driven by a two-pronged strategy
designed to:
1. reduce energy use;
2. shift to a less carbon-intensive energy mix.
The first objective is being pursued through an energy efficiency
process in the production plants, while the second is being met
by activating both structural levers, to upgrade energy supply
infrastructure to use less carbon-intensive energy solutions, suchas electric steam boilers, and market levers to purchase lesscarbon-intensive energies.
In 2023, CO2 emissions in the i-MEP scope of reporting decreased
by 6.1% year-on-year, despite the inclusion of Multistrada
emissions (110,000 tonnes of CO2). The decline was attributableto:● the 4.8% decrease in output ;(1)● a 1.56% improvement in energy efficiency, led by suchfactors as the implementation of net-zero roadmaps
reviewed by each facility, the application of best practices incuring, compounding and building air management, andprocess electrification; and● an increase in the proportion of electricity from guaranteed
renewable sources in the power mix, to 54% from 52%.

Together, these projects are expected to improve energy
efficiency by 37% in 2030 compared to 2010, including a 24%
improvement between 2019 and 2030.
2023 Outcomes

Energy efficiency improved by 1.56% year-on-year in 2023. The
performance, which fell short of the targeted 3% a year, stemmed
from fixed energy use.
In response to the energy crisis in Europe, in 2022 the Grouplaunched an energy conservation plan based on the disciplined
application of best practices:● recommended thermostat settings by building and byseason;● tighter fluid leakage control;● management of production shutdowns and restarts.
In all, 361 projects were completed in 2023, requiring€114 million in capital expenditure, committed as follows:● Application of best practices: 39%;
● Process electrification: 42%;
● Heating plant and utility decarbonization projects: 19%.
2024-2028 plan

Improving energy efficiency

The 2024-2028 strategic plan is built on a forecast gain in energy
performance of around 3% a year. The capital budget to meet
our objectives will remain around an average €90 million a year.

ENERGY USE, 2019-2023* (i-MEP scope of reporting)

Driving the Group’s energy transition(base 100)

2030 Roadmap

100

2019
*

4

103

2021

97

2022

93

2023

Absolute value.

As part of its commitment to achieving net zero carbon emissions
across its entire production base by 2050, the Group has set anintermediate target of reducing its emissions by 27.5% by 2030
compared to 2019. In addition to improving energy efficiency, theGroup is exploring a wide array of sustainable solutions to use
renewable sources to generate not only electricity but also heatby burning biomass and biogas as fuel. The latter is a moredifficult challenge, as the commercial supply of sustainably
produced biogas and biomass is not growing as fast as the
supply of electricity from guaranteed renewable sources.
At the end of 2023, 69 plants prepared their 2030 roadmap,
based on a combination of the most fit-for-purpose projects todrive energy efficiency (consuming less) and the energy transition(consuming better).
2023 Outcomes

2030 Roadmap

Increasing the use of renewable energies

Since 2020, the technical levers to be activated over the current
decade have been identified and organized into three families:

In a commitment to sustainably reducing the Group’s carbon
footprint, strategies have been in place since 2008 to increase theuse of renewable energies.

1. Applications of best technical practices.
2. Process electrification.
3. Heating plant and utility decarbonization projects.

(1) Of finished and semi-finished products.

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Today, 22 Group facilities are equipped with renewable energy
installations:● Photovoltaic panels on four facilities in Thailand, six in
Germany, three in China, two in Spain and one each in India
and France;

In 2023, the percentage of coal in total energy use declined
versus 2019 at three of the above plants, in Bassens, France (to28% from 46%), in Olsztyn, Poland (to 40% from 95%), and at
Louisville KY, United States (to 41% from 74%).

● Biomass-fired boilers at two plants in France;

During the year, the Olsztyn plant delivered two important
improvements:● Purchase of heat generated by a household waste
incinerator at two facilities in France;● a second coal-fired boiler was replaced by a gas-fired unit (thefirst was replaced in 2019);● Purchase of heat from biomass-fired facilities at one plant inFrance.

● a contract was signed for the supply of supplementary heating,which will enable the facility to decommission its third coalfired boiler in 2025. The supplemental heat will be generated
by fuels comprising at least 50% biomass and no more than
50% coal. As a result, in 2025, coal will account for just 5% of
the facility’s energy use, with even these residual coal-fired
sources scheduled to be eliminated by 2030.

Compared with the emissions from previously used energy
sources, these on-site renewable energy installations
avoided the release of almost 57,100 tonnes of CO2 in 2023,
of which 47,000 tonnes directly reduced the Group’s total CO2
emissions (versus 33,000 in 2019).
In 2023, the plant in Shenyang, China brought into service a 19.8
MWp photovoltaic panel array, adding to the 6 MWp of installedcapacity.
The plant in Almeria, Spain was equipped with a new 3 MWp
photovoltaic system, which came on stream in January 2024 after
successful trials in late 2023.
The plant in Nyiregyhaza, Hungary commissioned its first electricboiler in 2023, with a second unit undergoing final trials at yearend. At the same time, heat pumps entered service to heat onsite buildings and warehouses.
In France, the Golbey plant is currently commissioning two heatpumps, which are scheduled to go fully operational in firstquarter 2024. These new utilities are powered by electricity fromguaranteed renewable sources.
A number of other projects were under review at year-end 2023,
including the installation of a biomass-fired boiler andphotovoltaic panels in Cuneo, Italy and the installation of
biomass-fired boilers at the Campo Grande plant in Brazil andthe Montceau-les-Mines facility in France.
Lastly, three photovoltaic projects are currently the subject of indepth reviews in Germany, Indonesia and the United States.
Eliminating coal
Today, four of the Group’s manufacturing facilities are still equippedwith coal-fired boilers, Olsztyn (Poland), Louisville KY (United States),
Bassens (France) and Pirot (Serbia), while another, in Shenyang,
China, purchases steam from a coal-fired plant. In 2018, theEnvironmental Governance body(1) approved the goal of eliminating
coal as an energy source in the production plants by 2030. Studies
are underway at each of the five plants to replace coal with anotherprimary energy source, such as natural gas or biomass fromsustainably managed sources.

Replacing fossil heavy fuel oil with fuel oil derived frombiomass waste
In late 2023, the Waterville, Canada plant completed combustion
trials with a new low-carbon fuel oil (LCFO) made from sawdust
and forest residues. The two-week trial was sponsored by theNova Scotia government, Atlantic Canada Opportunities Agency
and Nova Scotia Innovation Hub. As part of the trial, one of
Waterville’s boilers was retrofitted for the use of LCFO fuel. A
white paper assessing the results is currently being prepared byan independent laboratory.
Purchasing electricity from guaranteed renewablesources
Since 2017, all of the Group’s production plants in the European
Union use electricity from renewable sources, mainly throughdirect purchases of electricity with guarantees of origin as definedby Directive (EU) 2018/2001(2) but also, to a lesser extent,
through the purchase of unbundled guarantees of origin.
Electricity with renewable energy certificates has been purchased
in Brazil, Serbia and China since 2021, and in Thailand since 2022.
In 2023, this represented over 2,389,000 MWh, for which thecorresponding I-RECs were duly canceled in the registry. In all,they covered more than 52% of consumed electric power andavoided the release of 727,000 tonnes of CO2 during the year.
Without these purchases, the Group’s emissions would havebeen 34% higher for the year.
In 2023, the Group continued its strategy of purchasing
renewable electricity in the United States and Mexico, with
contracts to be deployed in 2024.
On-site power generation
In Asia, eight plants use electricity generated on-site fromrenewable sources under on-site power purchase agreements,
which account for 1% of Group consumption.
In all, 23.9% of the heat and power used by the Group in
2023 came from renewable sources [SASB TR-AP-130a.1].

(1) See section 4.1.1 The Environment/Environmental Governance.
(2) https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=uriserv:OJ.L_.2018.328.01.0082.01.ENG.

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4.1.1.4 d) Reducing harmful air emissions

2023 Outcomes

Reducing volatile organic compound (VOC) emissions

In 2023, VOCs used per tonne of finished product decreased by
7.4% year-on-year, pursuing the long-term downward trend inline with the 2030 target, despite the decline in output over theyear.

OUR AMBITIOUS OBJECTIVESThe Group’s strategy to lower its VOC emissions is based on
reducing the use of organic solvents in production processes.
The objective for 2050 is to phase out all VOC-generatingorganic solvents completely from the tire manufacturing
processes. The 2030 milestone is to reduce VOC use by 50%
compared to 2019. Some sites, such as Nyiregyhaza in Hungary
and Shenyang in China, have set the challenge of going VOC-freewell before 2050 and possibly by 2030.
To meet these targets, levers have been defined by a VOC
program underway since 2017. Since the vast majority of
VOC-generating organic solvents are used in the assemblyplants, the program is managed by tracking the quantity ofsolvents used, in kilograms per tonne of finished product(tires). This calculation method is different from the one used to
track the VOCs in the i-MEP, but it enables more efficientmanagement of the VOC program by focusing only on tire
production, which uses VOC-generating solvents.
Achieving this objective means activating the three levers foraction described below and launching innovative research
projects to overcome the main technical obstacles.

The Group’s VOC strategy is based on activating three key levers:
1. Deploying good manufacturing practices to optimize
solvent use, in particular by tracking quantities used,precisely selecting and adjusting the solvent applicators,
using just the right amount of solvent and maintaining
production and product performance over time. In
some cases, this also means undertaking studies toimprove our understanding of the interactions between
the various production parameters and VOC
consumption.
The following examples illustrate a few of these practices:

ReDUcE●CHANGE IN VOC EMISSIONS*(base 100)
●

100
89
78
69

●

2019
*

Absolute value.

2021

2022

2023
●

a large number of plants have been equipped with portableflowmeters that measure solvent use in real time. Analyzing
the data enables us to compare solvent application bymachine, by size and by product, so that practices can bealigned. The plants are continuing to apply best practices,with a primary focus on reducing use to just the rightamount and rethinking solvent consumption points;

4

the plant in Chennai, India reduced its VOC use by around
30% in 2023. Most of this improvement was led by the dayto-day management of VOC use, to collect data and analyze
variances, implement cross-functional action plans andempower teams. Programs are underway to share thesepractices with other plants. The Nongkae plant in Thailand
saw a 15% reduction in use following the deployment of adigital VOC consumption tracking system, whose real-timedata access supports contextual data analysis and theability to make the right decisions at the right time;a solution to partially refresh product interfaces, which has
been shown to reduce solvent use by 20%, was installed at
the Homburg, Germany and Alessandria, Italy plants in
2023.
Organic solvent use reduction criteria have been
incorporated into every project from the research anddevelopment phases, so as to minimize VOC emissions
from the production of new products.

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2. The introduction of new process, materials and productsolutions designed to reduce or remove organic solvents
at certain interfaces. For example:

AVOID
●

●

The industrial robustness of a VOC-free water-based
solution was demonstrated at two plants, one in Italy andthe other in France. The latter’s advanced understanding of
the solution’s implementation process is likely to facilitate its
large-scale deployment in 2024.
A large number of plants continued to replace solvents witha thin rubber film on an interface between two products. In
Asia, this solution reduced VOC use in Passenger car tire
production by 19%.

AVOID

3. An exploratory project launched in 2022 is being
pursued to examine the complete elimination of VOCs
on the most solvent-intensive interface.
These three pathways are being shared and documented by the
VOC program, which comprises a network of experts who meet
twice a year to discuss the take-up of best practices, thedevelopment of new process, material and product solutions andthe progress on innovative research projects. Similar networks
are in place for groups of plants with identical processes and/or
identical solutions. This ability to work together will undoubtedly
make it possible to meet the 2030 target.
Nitrogen oxide (NOx) and sulfur oxide (SOx) emissions
In general, reported data concern nitrogen oxide and sulfur oxide
emissions from the Group’s heating plants that can vary widelyfrom year to year, because they are calculated based on the
periodic (often quarterly) measurement of emission
concentrations. In addition, given that purchased steam is notincluded in the calculation, reported data depend on the mix
between generated and purchased steam.
In 2023, specific NOx emissions amounted to 0.13 kg per tonneof output, versus a calculated 0.17 kg in 2019. SOx emissions
came to 0.09kg per tonne of output, versus a calculated 0.15 kg
in 2019.
In 2015 and 2016, four upgrades helped to significantly reduce
NOx and SOx emissions by: (i) replacing the use of fuel oil withnatural gas at three production facilities in Canada; (ii) closing theformer Shenyang plant in China, which used a coal-fired boiler; (iii)
replacing the on-site coal-fired steam generation facility at the
Shanghai plant with the purchase of steam from a gas-fired CHP
power station; and (iv) fitting a DeSOx/DeNOx scrubber on thecoal-fired boiler at the Bassens plant in France. In 2020, a coalfired boiler was replaced by a gas-fired installation at the Olsztyn
plant in Poland. The progress made in 2023 in phasing out coal
use also contributed to the decline over the year. The totalelimination of coal-fired boilers in all of the Group’s production
facilities by 2030 will drive a significant reduction in theseemissions(1).
Other pollutants
The production plants all track their releases into the air, waterand soil, in full compliance with their legal obligations in each hostcommunity. Installations are designed to limit such releases
during normal operation, but to prepare for any accidents, plantteams have defined emergency response scenarios that are
regularly stress-tested to minimize any potential impacts. In 2023,
discussions were initiated to determine which releases would be
the most relevant to track Group-wide, with respect to ourbusiness activities, so that policies could be defined to manage
and abate them. These discussions are being led by the Pollution
Operational Committee created in 2023, which will submit its
recommendations to the Environmental Governance body.

4.1.1.4 e) Reducing and managing waste
OUR AMBITIOUS OBJECTIVES
By 2050, the Group hopes to reduce the amount of waste
produced per tonne of total output by 50% compared to2019 (indicator: kilogram of waste per tonne of semi-finished andfinished product). To support progress towards this ambitiousgoal, an intermediate milestone of a 25% decrease versus
2019 has been set for 2030.
To meet all these reduction targets, the waste program iscapitalizing on the digitization of waste data and the Group’s 4R
strategy:

AVOID

Eliminate waste at the source. Examples of levers include:● avoiding single-use products;● encouraging suppliers to re-use returnable packaging;● reducing boiler ash by phasing out coal as an energy source.

(1) See section 4.1.1.4 c) Reducing energy use and greenhouse gas emissions/Eliminating coal.

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employees, lifted by local work sessions focused on identifying
waste sources and corrective actions.
ReDUcE

Reduce the amount of waste. Examples of levers include:● improving process management (higher compliance rates);● developing technological upgrades (less materials wastage);● applying good manufacturing practices and raising employee
awareness.

Reuse

Reduce the amount of waste by instilling a reuse culture.
Examples of levers include:● fixing what can be fixed;● reusing industrial equipment among plants;● reusing non-compliant materials across the Group by
creating synergies among the business lines or withacquisitions.

RECYCLEWhen waste cannot be avoided, prefer materials recovery
and reuse solutions to recovering energy through incineration. In
this way, waste can be reused to manufacture new products.
Examples include recycling unvulcanized rubber waste to makegaskets, wheels and a variety of other non-tire rubber products,
regenerating solvents and reusing process sludge to makeoutdoor flooring tiles.
In addition to reducing waste, the Group is committed torecovering and reusing all the waste it does produce. As a result,
its Waste Management Policy prohibits landfilling, unless it can beshown that there is no technically and environmentally viable
treatment option for the waste in question. However, this is only
to be used as a stopgap while waiting for a recovery and reuse
solution.

In all, the waste performance ratio improved by 5.7% year-onyear and the amount of waste produced declined by 8% over theperiod, to 273 kt.
During the year, 95.2% of this waste was recovered and reused
as fuel or as new materials, which represented a slight decline
from the 2022 rate [SASB TR-AP-150a.1].
By focusing on materials recovery instead of other waste
treatment channels, 72.7% of all waste was recovered asreusable materials in 2023, and this figure continues to grow.
Lastly, 9.5% of total waste generated in 2023 was classified ashazardous
under
each
country’s
legislation.
[SASB TR-AP-150a.1].
In 2023, a study was conducted at seven pilot facilities to select a
digital solution capable of improving the collection and traceabilityof all the Group’s waste data. Scheduled for widespread
deployment in 2024, the new solution will enable the Group tostrengthen its roadmap by:● Automatically centralizing the collection and traceability of
waste management data, in particular to maintain compliancewith forthcoming EU legislation (e.g., the Corporate Sustainability
Reporting Directive, applicable from 2025);4● Facilitating the work of on-site waste coordinators by
optimizing their administrative tasks;● Precisely identifying process waste flows in order to implement
new waste reduction projects, followed by new waste recovery
and reuse solutions.
WASTE PERFORMANCE(Ratio in kilograms of waste per tonne of finished and semi-finished product)

36.1

33.3

33.1

2021

2022

31.2

2023 Outcomes

In 2023, the Group’s waste expert network, which was
restructured by geography (Asia, Europe and the United States) in
2022, and the updated guidelines helped to impel a stronger 4R
dynamic in every production plant. In addition, the decline inproduction volumes had a positive impact on the Group's waste
production in 2023, as did the heightened awareness of plant

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WASTE PRODUCED*(base 100)

100

95

Reuse

90

RECYCLE● optimizing recycling and/or reuse.

83

Organization in place to meet the objective

Introduced in 2017, the Water Program is structured around theWater Expert Team (WET), a network of water stakeholders whomeet quarterly to:● identify levers to reduce water withdrawals;● find and share best practices;● identify possible synergies with energy-related initiatives andstakeholders;
2019
*

2021

2022

● organize the deployment of these levers and practices.

2023

Absolute value.

WASTE GENERATED

(kt)

2019

330.8

2021

315.4

2022

296.9

2023

273.1

4.1.1.4 f) Reducing water withdrawals and effluent
discharge
OUR AMBITIOUS OBJECTIVESIn 2020, a Group-level water roadmap was defined for 20202030, based on the potential gains from each lever. In 2021 and
2022, the production facilities prepared their own waterroadmaps to 2030, using the Group levers, shared best practices
and site-specific diagnostics or workshops.
2022 saw the launch of the Lean Water process, which lays down
a methodological foundation for meeting the 2030 water
objectives more effectively. Following the phases in the Define,Measure, Analyze, Implement and Control (DMAIC) process, all
the tools and methods needed to meet and document progress
on a production site were listed and a three-year plan was
defined to finalize their creation.
WATER WITHDRAWALS*(base 100)

The Group is committed to eliminating all of its impact onwater availability in local communities by 2050.

100

97

92
83

It is well aware of the growing scarcity of this vital resource and ispursuing its strategy of steadily reducing withdrawals. Its 2030
objective is to reduce these withdrawals, weighted for eachfacility’s specific water stress coefficient, by 33% compared
to 2019 (indicator: water stress x cu.m per tonne of semifinished and finished product).
To meet this 2030 target, the Group is activating levers aimed at:

2019

ReDUcE● reducing and eliminating leaks;*● reducing steam consumption;

2022

2023

Absolute value.

● reducing evaporation;

2023 Outcomes● using water-saving systems;

In 2023, the water performance ratio of withdrawals per tonne ofsemi-finished and finished product improved significantly,
decreasing by 8.1% year-on-year despite the 4.8% decline in
output at constant scope over the period and the surge incooling water use during the summer heatwaves in Europe andthe United States. In absolute terms, water withdrawals declinedby 10.2% over the year.

● measuring and controlling water use;
● raising people’s awareness of water issues;

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This remarkable improvement was driven by gains from projects
to further reduce water withdrawals and by initiatives reflecting achanging attitude to water resources and a greater awareness ofways to conserve them.

support the definition of an appropriate target for effluent
quality, which is intrinsically linked to each facility’s local
conditions.

The following examples illustrate how the levers are being
activated in support of the Group’s strategy to reduce its water
withdrawals:

Since 2016, Michelin has responded to the CDP Water Security
questionnaire to disclose its water withdrawals by source and bywater stressed area (in line with GRI-303-3). The Group received
a score of B in 2023(1).

● Resende, Brazil: a heat pump fitted to the cold waterproduction system has reduced the plant’s steam
consumption, saving 7,000 cu.m of water a year, or 1.6% of theplant’s annual withdrawals.
● Manaus, Brazil: seal water from certain vacuum pumps is now
reused in the plant’s boilers, reducing withdrawals by 15,500
cu.m a year.
● Laem-Chabang, Thailand: the facility has successfully reduced
the amount of cooling tower blowdown water. Optimizing
biocide dosing and flow rate management has increased thecycles of concentration by a factor of 1.75, thereby reducing
tower makeup water by 1,660 cu.m a month.

Water use disclosures

4.1.1.4 g) Preventing releases to soil
and groundwater
The Group’s Environmental Management System includes a
dedicated process to prevent the risk of chronic or accidental
spills based on three fundamentals: (i) clearly defined operatingprocedures, (ii) environmental impact awareness building; and (iii)
results-oriented actions.

● Nongkae, Thailand: condensate from air handling units is now
recovered and reused in the cooling towers, reducing
withdrawals by 700 cu.m a month.

In addition to the pollution risk prevention measures, all the
production plants are expected to follow the contaminated sites
and soil (CSS) procedures designed to mitigate any risks tohuman health and/or the environment from the Group’s
operations, thereby enabling further business development.
These procedures call for:● Vitoria, Spain: cooling tower blowdown water is now reused as
backup water in the metal reinforcement manufacturing
process, after reverse osmosis treatment. This has reduced
the plant’s water withdrawals by 20,000 cu.m a year.

● applying a step-by-step methodology in accordance withinternational CSS study standards (desktop reviews, on-site
inspections, choice of remediation strategy, remediation andmonitoring);

In parallel with these projects, three water audits were performedat the plants in Victoria, Romania, Laem Chabang, Thailand andResende, Brazil. They identified additional levers that have now
been incorporated into the plant’s action plans.

● seeking support from expert CSS service providers;

EFFLUENT DISCHARGE
Michelin is in the process of defining a strategy to improve thequality of process effluent discharged by its production facilities.
At present, all these facilities comply with the regulatory limits
stipulated in their operating permits. The degree of regulatorycompliance is an indicator tracked by each facility as part of its
Environmental Management System (EMS), which is regularly
audited.
Aware of the need to exceed the requirements of local legislation,in 2023 the Michelin Group launched a plan to improve its
understanding of the potential impact of effluent discharged into
the receiving environments.
Two methodologies are being tested on three pilot sites, one
inspired by the Science-Based Targets for Nature step 3:
Freshwater, and another inspired by the French Ministry of theEnvironment on the compatibility of effluent with the receiving
environment. The Group hopes that this improved knowledge will4

● factoring in current and future uses;● addressing, if needed, the potential off-site impacts
downstream from a spill in addition to the impacts within thephysical perimeter of the Group’s property.
These procedures do not replace compliance with prevailing local
legislation, particularly if the latter is inadequate to protect
human health, the environment and the Group’s reputation. They
apply at every stage in the Group’s business life cycle(acquisitions, mergers, integration, soil displacement on sites inoperation, leasing, disposal).

4.1.1.4 h) Abating noise pollution and odors
Although entirely innocuous, odors are nonetheless an issue forMichelin plants, some of which are located in built-up areas.
These odors may be generated by the process used to produce
certain types of natural rubber components used in tire
manufacturing.
The standard solution, based on the thermal oxidation of
effluents, has been retrofitted at several European facilities and at
the plant in Shenyang, China. New technologies are also being
explored.

(1) https://www.michelin.com/en/sustainability/entreprise/planet/natural-resources-preservation.

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In the case of noise pollution, manufacturing operations whose
noise levels are not particularly significant consistently comply
with local legislation in every host community. When designing
new facilities or extensions, guidelines are followed to ensure thatnoise-generating equipment, such as fans and other auxiliary
systems, are installed far from the property boundaries.

More generally, the on-site teams work with Group experts toabate the odors, noise and other potential environmental
nuisances that manufacturing operations may cause local
residents.

4.1.1.5 Measuring and reducing the environmental impact of digital technology
An integral part of the Group’s All Sustainable vision, the Digital
Sustainability initiative is one of the key levers for attenuating
impacts and reaching our decarbonization targets by 2050.

On the IT services side, applications and servers have been
decommissioned and an annual campaign to replace obsolete
network hardware is also underway.

It is also helping to build the right balance between People, Planet
and Profit from three perspectives:

IT for Green: leveraging digital technology to meet ourPlanet ambitions more quickly

Green IT: minimizing the environmental impact of digitaltechnology

In 2023, the IT for Green program was structured around aportfolio of more than eighty initiatives, including around 20 witha strong IT contribution.

The Group’s digital activities represent the equivalent of 2.3% of
its Scope 1 and 2 emissions, or 50 ktCO2e per year as of end2023.
With half of these emissions coming from user equipment, a plan
has been deployed to reduce the impact by recovering unused
hardware, with around 9,300 computers and 7,550 fixed-line
telephones already collected.

A project to digitalize non-financial reporting has been deployed
to prepare Group units to comply more efficiently with theEuropean Corporate Sustainability Reporting Directive (CSRD).
The Digital Manufacturing transformation project has avoided therelease of 11.6 ktCO2e, while saving 27,960 MWh of power and€4,194,000 in costs.

4.1.1.6 Valuing environmental externalities
In 2020, Michelin initiated an exercise to place a monetary value
on its environmental impacts, starting with the ones addressedby commitments to the planet.
Undertaken as part of the All Sustainable strategy, the exercise isdesigned to facilitate the representation of environmental issues,enhance transparency with stakeholders and provide a valuation
method for use in assessing the performance of Group units or
during acquisitions.

These volumes are as follows:● total tonnes of Scopes 1 and 2 CO2 emissions, as describedin section 4.1.1.4 b) /Summary table of environmental data Group;● total tonnes of CO2 emissions in part of Scope 3, covering the
upstream and downstream transportation and distributionof natural rubber, semi-finished products and finishedproducts (see section 4.1.1.1 a));● total tonnes used of organic solvents generating volatileorganic compounds (VOCs) (see section 4.1.1.4 d));● total cubic meters of water withdrawn, both used anddischarged (see section 4.1.1.4 f)).

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The initial valuation, whose methodology is described below, wasperformed on the basis of volumes in 2019, which was chosen asa baseline because it was the last year before the health crisis.
The production facilities covered by the valuation are the same asin the scope of reporting for the environmental indicators, as
described in the Scope of the Report section above. For the 2024
forecast, the scope also included the Camso, Fenner andMultistrada acquisitions.
The valuation method used is based on the OECD definition ofvaluing “avoidance costs”, with input from ISO 14007:
Environmental management – Guidelines for determining
environmental costs and benefits and ISO 14008: Monetaryvaluation of environmental impacts and related environmental
aspects.
It is based on determining the euro cost, per tonne or cubic
meter of reduction, of the solutions implemented or scheduled
to be implemented to reduce emissions, use or withdrawals of
the selected externalities. The value of these externalities is thencalculated by applying the unit cost to the total volume of current
emissions, use or withdrawals.
The cost calculations for the solution always include thenecessary capital expenditure. They also include operating
expenses when (i) additional consumables must be purchased
after VOC-generating organic solvents have been replaced byaqueous solutions; and (ii) additional treatment products must bepurchased when wastewater or effluent is reused.
This valuation method is limited by the fact that it is based on thecost of eliminating volumes that are reducible using known
solutions. There remains the unknown potential cost of disposingof the residual volumes, whose disposal generally costs the mostor requires technologies that do not yet exist and whose cost is
unknown (and which could cost more or less than existing
technologies).
To offset this limitation, which could cause us to underestimate
the cost of negative externalities, the following conservative
approaches have been factored into the calculation method:● The assumption is that the solutions implemented orscheduled to be implemented would reduce the amounts
emitted, used or withdrawn over the depreciation period forthe corresponding purchased equipment, i.e. 12 years;● We increased the cost of certain capital expenditure outlays(e.g., by 20% when valuing water withdrawals).
● The calculations are cross-checked against outside
benchmarks to confirm that the unit externality costs
determined by our generic method rank at the top of therange calculated according to these outside methods.
In the end, the unit costs used to value the three externalities are:● for water, €2.40 per cu.m, as determined by the method;● for VOCs: €2,100 per tonne, based on the outside
benchmark, which was higher than the calculation from themethod;● For CO2: updating the avoidance cost calculation resulted in acost of €120 per tonne for 2023, the same as the prior year.
The outside benchmarks used for cross-checking were as follows:● CO2: (i) the prices applied by leading corporations in theirinternal carbon fees; (ii) the price indicated in Delft
University’s Environmental Prices Handbook 2017
(Environmental prices for average atmospheric emissions in the
Netherlands – “central” carbon dioxide price); and (iii) carbon
quota prices on the European market;● VOCs: the price indicated in Delft University’s Environmental
Prices Handbook 2017 (Environmental prices for averageatmospheric emissions in the Netherlands – “central” volatileorganic compounds price);4● Water: the initially calculated cost was compared to what it
would have been had we applied the three methods used by
19 companies that answered yes to the question “Does yourcompany use an internal price on water?” on the CDP 2020
Water Security questionnaire and were attributed an
A (18 companies) or A- (1 company) score.
To take the monetary measurement of its externalities to thenext level, in March 2021, Michelin joined the Value Balancing
Alliance (VBA), an organization of multinational companies from avariety of industries that is developing and testing a methodology
capable of translating environmental, social and economic
impacts into comparable financial data.
In 2023, the total cost of valued externalities excluding recent
acquisitions (€451 million including Multistrada) was down 11.5%
year-on-year and down 23.6% from the 2019 baseline.

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COST OF TARGETED NEGATIVE EXTERNALITIES2019 Actual2022 Actual

2023 Actual2024 Forecast

Excludingacquisitions

Excludingacquisitions

with
Multistrada

withMultistrada

with Camso,
Fenner* andMultistrada

2,919

2,304

2,164

1,897

2,037

Scope 1 and 2 CO2 emissions

Thousandsof tonnes

Unit cost

€/t

120

120

120

120

120

Fair value

In € millions

350

276

260

228

244

Scope 3 CO2 emissions: from upstream
and downstream transportation anddistribution **/***

Thousandsof tonnes

1,302

1,182

1,032

1,047

1,047

Unit cost

€/t

120

120

120

120

120

Fair value

In € millions

156

142

124

126

126

VOC consumption

t

7,634

5,917

5,275

4,853

5,408

Unit cost

€/t

2,100

2,100

2,100

2,100

2,100

Fair value

In € millions

16

12

11

10

11

Water withdrawals

Thousandsof cu.m

28,227

26,101

23,434

22,37923,380

Unit cost€/cu.m

2.4

2.4

2.4

2.4

2.4

Fair value

In € millions

68

63

56

53

56

TOTAL COSTIn € millions

590

493

451

417

438

-23.6%-29.3%

Change from 2019

* Except for Fenner’s Scope 3 emissions.
** Proportion of Scope 3 upstream and downstream transport and distribution corresponding to our SBTi commitments.
*** Camso and Multistrada Scope 3 emissions included from 2022.

The 2023 performance was attributable to the following factors:● Scope 1 and 2 CO2 emissions:●●●

The more than 4% decline in production over the year.
The continued improvement in the ratio of emissions per
tonne of output, led by the take-up of best practices andthe capital expenditure committed under the production
plant decarbonization plan, which have driven around a 5%
improvement every year.

● Scope 3 emissions from upstream and downstream
transportation and distribution:
●
●

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● VOC consumption:

The 4.7% decline in sales.
The structural improvement in the “tonne of CO2 released
per tonne sold” indicator, as a result of initiatives around thethree strategic levers of transport less, transport better andtransport differently, which have driven around a 7%
decline per tonne sold every year.

●

The more than 4% decline in production over the year.
The ongoing activation of the three levers of the Group's
VOC strategy, which has driven a decline of around 7% per
tonne produced every year.

– Deploying and sharing good manufacturing practices tooptimize solvent use.
– Introducing new process, materials and product solutions
designed to reduce or remove organic solvents.
– Including organic solvent use reduction criteria in every projectfrom the research and development phases.
● Water withdrawals:●●

The more than 4% decline in production over the year.
The positive impact from the completion of a range of
projects to reduce water withdrawals, despite the summer
heatwaves in Europe and North America, which increased
the cooling water needs in the manufacturing process. In all,these projects have driven a decline of around 5.5% per
tonne produce every year.

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ANALYSIS OF EXTERNALITY COSTS(in € millions)

590

-104
CO2
Scopes
1&2

+14
-32

-12

CO2
Scope 3 (2)

-5

Water

Volatileorganic
compounds

451

438

Multistrada

2019 (1)2023 (3)2024 (4)(1) Based on a CO2 cost of €120/tonne over the whole period.
(2) Inbound and outbound transportation and distribution of natural rubber, semi-finished and finished product.
(3) 2023 with Multistrada.
(4) 2024 with Camso, Fenner (except for Scope 3 emissions) and Multistrada.

4.1.1.7 2023 report on the Michelin Group’s activities in respectof the European Taxonomy Regulation
Introduction

2023 scope of reporting

Regulation (EU) No. 2020/852 of June 18, 2020 (the “Taxonomy
Regulation”) establishes a framework to encourage investment insustainable economic activities by requiring companies todisclose the proportion of their sales, capital expenditure andoperating expenditure that contributes substantially to theenvironmental objectives:

As in 2022, companies had to disclose in the 2023 reporting
exercise the proportion of their economic activities aligned withthe climate objectives (climate change mitigation and climatechange adaptation). Following publication of the new European
Commission texts in June 2023, companies must now also
disclose the proportion of their economic activities identified as
eligible with regard to the environmental objectives (water,
circular economy, pollution and biodiversity).

● climate change mitigation;● climate change adaptation;● sustainable use and protection of water and marine
resources;● transition to a circular economy;● pollution prevention and control;● protection and restoration of biodiversity and ecosystems.
This information must be disclosed every year in the
Non‑Financial Statement, which in France is included in the
management report for the year.

4

The sales, capital expenditure and operating expenses reviewed
for the purpose of this report concern all of the Michelin Group’s
worldwide operations, corresponding to the scope of
consolidated financial reporting for the year, in accordance withthe provisions of the Delegated Act.
Reporting cycle
As with the Non-Financial Statement, the reporting cycle isannual, with the data used for this year’s report covering the
12 months from January 1 to December 31, 2023.

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Joint ventures and associates
Because disclosures must be aligned with IFRS financial ratios,companies in which the Group exercises joint control orsignificant influence are excluded from the calculation of the KPIs
defined by the Delegated Act of the Taxonomy Regulation. As aresult, only fully consolidated subsidiaries of the Michelin Groupare included in the calculation of the sales, capital expenditureand operating expense indicators. On the other hand, theDelegated Act provides for the possibility of reporting additionalratios that would include joint ventures and associates.
Partnerships with joint ventures are an integral part of theGroup’s All Sustainable growth strategy with, around and beyond
tires. As such, their relationship with taxonomy-eligible activities isdiscussed even though their activity is excluded from thedisclosed indicators. For example, Symbio, a joint venture owned

equally by Michelin and Forvia, is dedicated to designing,
manufacturing and marketing hydrogen fuel cell systems for all
types of electric vehicles. Its business therefore falls within thescope of activity 3.2 “Manufacture of equipment for the
production and use of hydrogen” and contributes to theenvironmental objective of mitigating climate risk.
Methodology for assessing eligible and aligned
activities.
To assess the contribution of its activities to the environmental
objectives, the Group has followed a four-step process:
Identification ofeligible activities

substantial
contribution

List deﬁned in thedelegated acts

To one or moreenvironmental objectives

compliancewith minimum
safeguards

DNSH
Do no signiﬁcant harm

Do not cause any signiﬁcantharm to any of the otherobjectives

Human Rights & Fundamental
Principles and Rights at Work4.1.1.7 a) Identifying eligible activities
The following table shows all of the Michelin Group’s activities identified as eligible (excluding the activities of joint ventures andassociates):
Corresponding
Michelin Group
activity

European Taxonomy
Economic
activity_222

Description

Michelin activity

3.6 Manufactureof other lowcarbon
technologies

Manufacture of technologies
aimed at substantial GHG
emission reductions

Passenger car, Light
truck and Truck tire
manufacturing

8.2 Data-driven
solutions for GHG
emission
reductions

Development or use of ICT
solutions that are aimed atcollecting, transmitting and storingdata and at its modeling and use
where those activities are
predominantly aimed at theprovision of data and analytics
enabling GHG emission reductions

Development of fleet
management
telematics solutions toimprove fleet fuelefficiency

5.1 Repair,refurbishment
andremanufacturing

Repair, refurbishment andremanufacturing of goods thathave been used for their intended
purpose before by a customer

Truck tire retreading(replacing worn treadwith new tread)

Substantial contribution to one of
the environmental objectives

Net
sales

CapEx

OpEx

X

X

X

X

X

X

X

X

X

X

X

Mitigation

Adaptation

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Circulareconomy

Reported KPIs

X

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The Group has assessed the climate change adaptation objective
in relation to activity 3.6, as part of a multi-objective reporting
exercise. The Group was unable to assess with sufficientrobustness the proportion of CapEx specifically allocated toclimate change adaptation in 2023. In addition, because this
proportion was estimated to be immaterial over the year, itseligibility with regard to the objective has not been reported (see,however, the analysis below concerning the climate change
adaptation objective). This outcome did not have any impact on
the key performance indicators.
The detailed tables of these indicators, which comply with DelegatedAct (EU) 2021/2178 rules concerning the content and presentation of
Taxonomy-related disclosures, are presented at the end of themethodology section (4.1.1.7 e below).
In respect to the climate change mitigation objective, thefollowing activities have been identified:● Activity 3.6: corresponds to the manufacturing of Passenger
car, Light truck and Truck tires. In 2023, as in 2022, theactivity excludes the manufacturing of tires with class E rolling
resistance(1) (see “Activity 3.6 – rolling resistance as a technicalscreening criterion” below for further explanation of theassessment methodology).
● Activity 8.2: corresponds to the fleet management services
and solutions activities, which include the Masternaut, Sascar
and Nextraq businesses conducted under the Michelin
Connected Fleet brand. The fleet management business,
which relies heavily on the collection, processing andreporting of requisite data, focuses on lowering customer
fuel consumption, for example by offering solutions to
optimize routes or driving practices.
With respect to the transition to a circular economy objective:● Activity 5.1: corresponds to Truck tire retreading services
and other activities, excluding retreading activities licensed(e.g., Recamic) or franchised (e.g., Michelin Retread
Technologies) by the Group, where Michelin is not the sellerof the retreaded tires.

Treatment of activity 3.6 – rolling resistance as atechnical screening criterion
As noted in 2021 and 2022, the “manufacture of rubber tyres andtubes, retreading and rebuilding of rubber tyres” (NACE Code
C2211) is not one of the economic activities listed in theTaxonomy with specific screening criteria, even though the tire
industry could contribute substantially to meeting the trucking
industry’s greenhouse gas emission reduction targets.
Pending recognition of this economic activity with specific criteria,
the Michelin Group has identified, for reporting purposes,
economic activity “3.6 Manufacture of other low-carbon
technologies,” as corresponding to its tire manufacturing activities,
in as much as it comprises the “manufacture of technologies aimed
at substantial GHG emission reductions in other sectors of theeconomy. The economic activities in this category could be associatedwith several NACE codes, in particular from C22 (...) in accordancewith the statistical classification of economic activities established byRegulation (EC) No. 1893/2006.”
As in 2022, and pending clarification from the European
Commission, the Group is using tire rolling resistance as thetechnical screening criterion for activity 3.6. This is because tires
play an important role in a vehicle’s energy efficiency (see pages
201-202 of the 2022 Universal Registration Document). An extensive
amount of external research has demonstrated the close
correlation between rolling resistance and carbon emissions(2).
This means that using tires with lower or higher rolling resistancefeeds through to a more or less substantial reduction in a
vehicle's carbon footprint.

4

European tire-labeling regulation EU 2020/740 provides for theobjective measurement of tire rolling resistance using an EUvalidated process, comprising calculation methods, EU-approved
reference laboratories and the alignment of measuringmachines. Measurement results are registered in the European
Commission’s EPREL energy labeling database. Michelin uses the
EU ecolabel regulation to define the eligible and aligned
proportion of Taxonomy activity 3.6 and considers that all theabove factors enable the Group to meet the requirement forverification by an independent third party. The vast majority oftires sold outside Europe are also measured for rolling resistance,
which means that the proportion of these sales meeting thescreening criteria can be included in the totals.

(1) See p. 201 of the 2022 Universal Registration Document for an explanation of the rolling resistance labeling scale.
(2) See, for example, “Influence of Rolling Resistance on CO2” International Council on Clean Transportation (ICCT), Working Paper 2012-6, November 9, 2012; “Reducing Tire Rolling
Resistance to Save Fuel and Lower Emissions,” Barrand & Bokar, SAE, Technical Paper 2008-01-0154.

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Sales KPIThe Group will continue to assess the eligibility of activities in
2024 in consultation with the Platform on Sustainable Financeand the European Commission.

At the 2022 scope of taxonomy reporting (activities 3.6 and 8.2
contributing to climate change objectives), 53% of Michelin Groupsales were Taxonomy-eligible in 2023 (53% in 2022).

Michelin has not identified any activities eligible for the water,
pollution prevention and control and biodiversity objectives. For
the climate change adaptation objective, see above.

At the 2023 enlarged scope of eligible activities reporting(adding activity 5.1 contributing to the transition to a circular
economy objective), 54% of Michelin Group sales were
Taxonomy-eligible.

4.1.1.7 b) Substantial contribution screening
criteria

Change in reported Taxonomy-eligible activities,
2022‑2023(1)CapEx and OpEx KPIs:

At the 2022 scope of taxonomy reporting (activities 3.6 and 8.2
contributing to the climate change objectives), 58% of Michelin
Group CapEx and 53% of its OpEx was Taxonomy-eligible in 2023
(64% and 53% respectively in 2022).
At the 2023 enlarged scope of eligible activities reporting(adding activity 5.1 contributing to the transition to a circular
economy objective), 59% of Michelin Group CapEx and 54% of its
OpEx was Taxonomy-eligible.
In 2023, the proportions aligned with the substantial
contribution criteria stood at 16% of sales, 22% of capital
expenditure and 16% of operating expenditure.
Analysis of Taxonomy-non-eligible Group activities
Under the current Regulation, some of the Group’s activities do
not meet the eligibility screening criteria even though they have apotentially positive impact on the environment:● Process electrification capital projects to support the Group's
decarbonization plan:
These projects are delivering substantial gains in energy
efficiency and a smaller carbon footprint, but they are not yet
recognized in the European Taxonomy. In December 2023,
the Group submitted a request concerning this issue to the
AMF Platform on Sustainable Finance created by theEuropean Commission;● Agricultural, mining, aircraft and two-wheel tires:
These types of tires are not covered by a labeling regulationand therefore cannot be reported in the Taxonomy, eventhough they provide an array of customer benefits, including
improved energy efficiency and with it, lower carbon
emissions;● Tire-as-a-service activities:
The Group is developing fleet management and otherservices and solutions that optimize the use andmanagement of vehicle fleets, while improving their fuel/energy efficiency. This activity is not deemed Taxonomyeligible under activity 5.5 because it does not meet thecriterion of the service provider retaining ownership of the
product.

As in 2022, the Michelin Group has assessed the substantial
contribution of activities 3.6 and 8.2 to the climate change
mitigation objective. In accordance with the Delegated Act
published in June 2023, the aligned proportion of activities 5.1 will
be assessed in 2024 for disclosure in 2025.
● In the case of activity 3.6, as in 2022, the Group considers
that the “substantial contribution to climate change mitigation”
criterion is met by tires in the two highest populated rolling
resistance classes [A and B], as defined by European tireenergy efficiency labeling rules. The criterion of verification by
an independent third party is met insofar as the calculation
method is defined by European regulations and the testingmachines are approved by the European Union (Regulation(EU) [2020/740, Annex V], which defines the concept ofreference laboratory and the alignment procedure for rolling
resistance measuring machines);● In the case of activity 8.2, as in 2022, the Group has notdisclosed the aligned proportion because (i) the activity is notdeemed sufficiently material (less than 3% of sales); and(ii) there is a lack of data to demonstrate alignment with thecriterion defined by the European Taxonomy(2). The Groupplans to perform additional assessments at a future date.

4.1.1.7 c) Do no significant harm (DNSH) screening
criteria
In 2023, as in 2022, the Group assessed compliance with thecriteria of doing no significant harm to the other fiveenvironmental objectives in connection with activity 3.6“Manufacture of other low-carbon technologies”.
Objective 1: Climate change adaptation
The Taxonomy Regulation requires us to:
Identify the materiality of a list of chronic and acute climate
phenomena with respect to the Group’s activities:
After review, retain all the relevant climate phenomena tosupport assessments. Select the 90 priority sites for assessmenton the basis of their materiality:● Sites with the most employees;● Sites critical to business continuity.

(1) For the principles used to calculate the sales, CapEx and OpEx KPIs, see section 4.1.1.7 e) below.
(2) Communication on Commission Work Programme 2024, October 17, 2023, p. 5: “no assessment is needed from undertakings for activities that are not material to their business
and where they lack evidence or data to prove compliance with the technical screening criteria of the EU Taxonomy”.

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Assess their potential impacts:
The first assessments of the physical risks of climate change
were undertaken in 2021 at a small number of pilot sites, todefine the working method. In 2022, they were extended to:● new facility projects;● supplier sites during the new supplier approval process;● sites involved in mergers and acquisitions.
In 2023, the physical risks of climate change were assessed at the
90 priority sites.
Assessments of all the Group’s existing sites are scheduled for2024 and 2025.
Define adaptation solutions capable of attenuating the mostsignificant impacts:
Solutions have already been identified as part of the supply andbusiness continuity risk management process. Examples include:● building strategic stocks of finished products or raw materials;● creating a storage area at a different facility for a production
plant’s output; finding a second supplier;● process engineering a Group product for back-up production
in a different plant;● approving another raw material as a substitute.
Where necessary, additional adaptation solutions will beidentified starting from 2024.
Define an implementation plan for these solutions:
Solutions have already been implemented as part of the supply
and business continuity risk management process (see above).
An initial comprehensive costing of requirements for additional
adaptation solutions will be carried out in 2024.
Objective 3: Sustainable use and protection of waterand marine resources
The Taxonomy Regulation requires us to:
Identify material risks related to preserving water quality or
avoiding water stress caused by our activity:
These risks have been identified and are regularly reviewed:● Materiality of a water stress risk: Nine sites are located in highwater stress areas according to the WRI Aqueduct Water Risk
Atlas (baseline water stress index) or the WWF Water Risk Filter(water depletion aspect). Two of these sites are in Europe;● Materiality of a water quality risk: Our manufacturing facilities
are classified as installations whose activity may pose a risk or
disadvantage to people and the environment (ICPE
classification in France or the equivalent in other European
countries).
If the risk is material:
Perform environmental impact assessments in line with
Directive 2011/92/EU and manage the risks to achieve “goodwater status” and “good ecological potential”.

Impact studies are required under national legislation for every
project likely to have a significant impact on the environment.
● Water stress:
In the past, the Michelin Group has demonstrated the ability
to meet its targets for reducing water withdrawals by its
facilities, including both use and discharges. In 2019, forexample, it had already reduced the volume of water
withdrawals by 28% compared to 2010.
The 2030 objective is to reduce water withdrawals, including
both use and discharges, weighted by each plant’s water
stress coefficient, by 33% compared to 2019.
The Group is committed to eliminating all of its impact onwater availability in local communities by 2050.
● Water quality:
We operate in full compliance with local legislation in every
host country, particularly in Europe where each member
state is responsible for transposing the provisions of theWater Framework Directive 2000/60/EU into local law.
Impact studies are performed in compliance with national
legislation for every project likely to have a significant impact
on the environment.
In 2023, a plan was launched to improve our understandingof the discharges and effluent from our facilities, exceeding
the requirements of local legislation, and of the capacity of
the receiving environments. The study was still underway on
three pilot sites in early 2024.

4

Michelin has responded to the CDP Water Security questionnaire
since 2016 and was attributed a B score in 2023.
The condition(1) that the activity does not hamper theachievement of good environmental status for marine waters ordoes not deteriorate marine waters that already have goodenvironmental status, as defined in item 5 of Article 3 of Directive
2008/56/EC, does not apply to Michelin, whose operations do notdischarge water directly into the sea.
Objective 4: Transition to a circular economy, waste
prevention and recycling
The Taxonomy Regulation requires that the activity assess theavailability and, whenever possible, the deployment of techniquesthat support:
Reusing and using secondary raw materials and recovered
components in fabricated products:
Michelin is deeply engaged in making better use of resources andis leveraging its 4R (Reduce, Reuse, Recycle, Renew) circular
economy approach to incorporate a growing percentage of
renewable and recycled materials into its products (see section
4.1.1.2). This approach is grounded in eco-design practices andthe use of life cycle assessments. Michelin is also fast tracking its
innovations and has formed a new Operational Department toorchestrate the circularity of renewable and recycled materials.
To explore this technological frontier, Michelin is continuing toinvest in R&D, technologies and materials. Even more importantfor circularity, the Group is forging an increasingly number ofpartnerships with a variety of public and private sector
stakeholders to support the creation of new ecosystems enabling
the emergence of new value chains for these renewable and(1) Added by Delegated Regulation (EU) 2023/2485 of June 27, 2023.

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recycled materials. The Group is committed to achieving fullcircularity in its tires by 2050. Already by 2030, its tires will be 40%
made of renewable and recycled materials.
Designing fabricated products for highrecyclability, easy disassembly and adaptability:

durability,

Michelin is activating a number of levers to reduce theenvironmental impact of its activities, products and services.
● Life cycle assessments:
Michelin has long used life cycle assessments (LCAs) and issteadily improving its expertise in measuring the lifetime
environmental impact of its products via 16 indicators,
including climate change, the use of fossil resources,
particulate matter emissions, land use and biodiversity
impacts. This approach, which is based on ISO 14040-14044
guidelines, provides greater insight into these impacts thatthen informs the design choices made to reduce them.
● Eco-design:
Eco-design provides a framework for innovation that helps toreduce the environmental footprint of new solutions byimproving our knowledge of life cycle impacts and our ability
to manage them, while supporting even closer collaboration
among people in the Group’s different job families.
● Improving a tire’s mass efficiency:
Improving mass efficiency means using less product to travel
the same distance, which can be achieved in two main ways:●●

Reducing mass and delivering the same performance:
reducing mass by optimizing tire design so that the same
distance can be traveled using less raw material.
Increasing a tire’s service life (in kilometers), using the same
mass and delivering the same performance: a tire’s service
life can be lengthened by optimizing the design or bychanging usage patterns.

● End-of-life treatment of sold products.
Managing process waste with a focus on recycling rather
than disposal:
Between 2005 and 2020, the quantity of process waste
generated per tonne of tire has decreased by around 32%, andthe quantity of waste landfilled has fallen by more than 92%.
By 2050, the goal is to reduce the amount of waste produced per
tonne of total output by 50% compared to 2020 (in kilograms
per tonne of semi-finished and finished product).
A 2030 milestone has been set at a 25% reduction versus 2020 in
the quantity of waste produced per tonne of total output(in kilograms per tonne of semi-finished and finished product).

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Information and traceability of substances of very highconcern (SVHC) throughout a fabricated product’s life cycle:
SVHCs are fully traceable, in compliance with legislation.
Objective 5: Pollution prevention and control
The Michelin Group has addressed the changes introduced in
the June 2023 Delegated Regulation concerning screening criteria
for “do no significant harm” to pollution prevention and control(removal of the reference to the concept of use essential forsociety, introduction of thresholds or performance levels, theconcepts of suitable alternative substances and use undercontrolled conditions).
Under the Taxonomy Regulation:
An activity must not lead to the manufacture, placing on themarket or use of the following chemicals regulated by
European legislation:(a) Persistent organic pollutants (POPs Regulation);(b) Chemicals containing mercury or mercury compounds;(c) Ozone-depleting substances;(d) Hazardous chemical substances in electrical andelectronic equipment, unless they comply with Article 4of the Waste Electrical and Electronic Equipment (WEEE)
Directive;(e) Substances restricted by the Registration, Evaluation,
Authorisation and Restriction of Chemicals (REACH)
regulation, unless they meet the conditions in Annex XVII.
In its tire manufacturing activities, Michelin complies with these
European regulations and meets the criteria defined by theEuropean Taxonomy in paragraphs a) to e) of Appendix C
hereafter.
In compliance with paragraph (f), raw materials, semifinished and finished products must not contain more than
0.1% substances of very high concern (SVHC) on the REACH
candidate list, unless the absence of suitable alternatives
and use under controlled conditions can be demonstrated.
Chemicals play a core role both in our tire manufacturing process
and in delivering key performance attributes such as safety,
endurance and a small environmental footprint. Michelin applies
a chemical risk management policy designed to protect humanhealth and the environment from the harmful effects of chemicaluse. In particular, prioritized action plans are defined anddeployed to restrict the use of the highest-risk chemicals or
replace them whenever technically feasible. The policy also
addresses substances of very high concern (SVHC) on the REACH
candidate list.

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In 2023, Michelin performed a diagnostic review of the 800 raw
materials used in its tires, excluding special-purpose products
used by the production plants such as maintenance products
and detergents. Only one SVHC was identified with aconcentration of more than 0.1% in the raw materials, and asuitable alternative was identified as a replacement. The SVHC is
not quantifiable in the finished product and has been replaced in
80% of production capacity. In 2023, it was used in less than 1%of total output, in full compliance with local health andenvironmental regulations. It is being tracked through ourprocess of prioritizing the most at-risk substances, with a view toreplacing it entirely. Subject to these reservations, Michelin meetsthe criteria of paragraph f) of the European Taxonomy.
Michelin will review compliance with criterion f) of the Taxonomy
in 2024, taking into account the extended scope of the candidate
list.
Objective 6: Protection and restoration of biodiversity
and ecosystems
The Taxonomy Regulation requires:
An Environmental Impact Assessment (EIA) or screening to
be completed in accordance with Directive 2011/92/EU.
Where an EIA has been carried out, the required mitigationand compensation measures for protecting theenvironment have been implemented.
For sites/operations located in or near biodiversity-sensitive areas(including the Natura 2000 network of protected areas, UNESCOWorld Heritage sites and Key Biodiversity Areas, as well as otherprotected areas), an appropriate assessment, where applicable,
has been conducted and, based on its conclusions, the necessary
mitigation measures have been implemented.

●

The Group has assessed its compliance with minimum social
safeguards and affirms that it upholds the highest international
human rights standards both in conducting its business and in its
value chain.
It has been a signatory of the UN Global Compact since 2010.
The Group’s approach is rooted in recognized international
standards, in particular the Universal Declaration of Human
Rights, the United Nations Guiding Principles on Business andHuman Rights and the fundamental conventions of theInternational Labour Organization (ILO), in particular as concerns
child labor, forced labor, non-discrimination, freedom of
association and collective bargaining, and workplace health andsafety.

the presence of plant or animal species classified by theInternational Union for the Conservation of Nature (IUCN).

Every year since 2017, Michelin has published a Duty of Care
Plan, which describes the main human rights risks incurred inGroup and supply chain operations, along with the measures inplace to prevent such risks.

the presence of protected natural areas;● These assessments are part of the following process:●“The minimum safeguards referred to in point (c) of Article 3 shall beprocedures implemented by an undertaking that is carrying out an
economic activity to ensure the alignment with the OECD Guidelines
for Multinational Enterprises and the UN Guiding Principles on
Business and Human Rights, including the principles and rights set
out in the eight fundamental conventions identified in the Declarationof the International Labour Organization on Fundamental Principles
and Rights at Work and the International Bill of Human Rights.”

addresses

assessment

Each new project on a site is also subject to an environmental risk
assessment using the process defined in the Environmental and
Risk Prevention Management System (SMEP), before being
factored into the site’s environmental risk assessment during its
regular update in compliance with the 14001 standard.
●

The 2020 Taxonomy Regulation specifies in Article 18 that:

Since 2014, the approach has been coordinated by amultidisciplinary Operational Committee, overseen at the highest
level of the Company by a Human Rights Governance Body
chaired by the Executive Vice President & Chief Personnel Officer
with input from the Executive Vice President, Engagement and
Brands, both of whom are members of the Group Executive
Committee.

● Each site’s environmental riskbiodiversity through two criteria:●

4.1.1.7 d) Compliance with minimum social
safeguards (MSS)In 2021, Michelin renewed its commitment to easing thepressure on biodiversity from its operations across thevalue chain, by setting 2030 objectives for research anddevelopment, raw materials and the manufacturing facilities
as part of its All Sustainable strategy.
ISO 14001 certification of the manufacturing facilities andthe continuous upgrades in Group standards ensure that
the Group’s environmental policy is properly applied.

For the other Taxonomy-eligible activities, the Group plans toassess compliance with the DNSH criteria in 2024, according totheir materiality.

4

Since 2017, Michelin has been a member of Businesses for
Human Rights (EDH), a French association that supports
companies in their human rights commitment.
By commissioning sustainability rating agency EcoVadis toconduct desktop supplier reviews, Michelin is tracking theperformance of its main suppliers in 21 CSR metrics in four areas:
the environment, labor relations & human rights, business ethics
and responsible procurement. In this way, the Group isaddressing minimum social safeguard criteria across its value
chain. Each year, a growing number of Michelin suppliers areassessed by EcoVadis. In 2022, for example, 87% of assessed
suppliers were confirmed as compliant with Group CSR
standards and assessed suppliers accounted for 66% of Grouppurchases (92% of natural rubber inputs and 93% of other raw
materials purchases). In October 2023, for the sixth year in a row,
Michelin itself was awarded a EcoVadis score of 80/100 in
Responsible Purchasing, ranking it in the top 1% of companies

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rated in the “Manufacture of Rubber Products” category. As
regards compliance with minimum safeguards and the Group’s
value chain, see section [4.1.4.2 “Demonstrating our CSR
commitments through responsible procurement policies”] below.
The Michelin Duty of Care Plan and the Master Policy on Human
Rights may be found on the Michelin website:

https://www.michelin.com/en/sustainability/company/people

In the case where some capital expenditure is associated with anactivity that is not marketed by the Group, these outlays arereported separately to avoid double counting.

In addition, section [4.1.4.1] below describes Michelin’s
commitment to ethical business practices, including:

To assess aligned capital expenditure, the following criteria
were used:● the global ethical framework;

For activity 3.6:https://www.michelin.com/en/investor/regulatory-information● preventing corruption;● protecting employee privacy and personal data;● combating tax evasion;● upholding competition law.

4.1.1.7 e) Calculation principles, tables
and conclusion
The following paragraphs present in detail the principles used to
calculate the three key performance indicators required by theEuropean Taxonomy Regulations.
1. Sales KPI

For activity 3.6, alignment is assessed for sales of Passenger car,
Light truck and Truck tires with class A and B rolling resistance.
To calculate the percentage of eligible and aligned sales, theamount of the above sales are divided by the Group’s total
consolidated sales, as reported in the consolidated financial
statements (see the consolidated income statement in chapter 5
below).
2. CapEx KPIThe European Taxonomy defines the methods for calculatingalignment ratios. By analogy, the Group reports its eligible capital
expenditure, which may be:● associated with the activity’s eligible sales;● associated with a capital plan to expand eligible activities or totransform eligible activities into aligned activities within five
years, or up to ten years if warranted by the features of theactivity in question;● individual capital outlays that are not associated with an activity
intended to be marketed by the Group.
Some of the Group’s capital expenditure is directly committed toeach activity. For other capital expenditure (in infrastructure
shared by several activities, for example, or in semi-finished_228

goods production units serving several activities), the Group uses
an allocation method based on each activity’s proportion of useof the assets concerned. The capital expenditure reported for agiven activity is therefore all of the capital expenditure directly
committed to it plus the indirect capital expenditure allocated toit, less capital expenditure on corporate projects.

● capital expenditure committed to introduce technologies
designed to improve the rolling resistance of our tire products;● capital expenditure related to the molds for the new tire linesthat reduce rolling resistance compared to the previous
generations;● indirect capital outlays enabling the production of the aligned
proportion of sales.
In accordance with Article 8 of the Delegated Act, the capital
expenditure denominator used to calculate eligible and aligned
portions includes additions to (i) tangible and intangible assets; (ii)right-of-use assets recognized under IFRS 16; and (iii) tangible
and intangible assets resulting from business combinations (seenotes 13 and 14 to the consolidated financial statements
presented in chapter 5 below). As a result, it differs from theamount of capital expenditure usually reported by the Group.
3. OpEx KPIIn accordance with the European Taxonomy, the only operating
expenses disclosed in this report are direct non-capitalized costs
relating to research and development, building renovations,maintenance and repair, short-term leases and any other direct
expenses related to the day-to-day servicing of the property,
plant and equipment assets. These expenses, which constitutethe denominator by which the eligible and aligned expenses will
be divided to determine the KPI, are recorded in the Group’s
information systems at the level of the consolidated financial
statements. They are not recorded on a more granular level,
however, making it impossible to calculate the total amountincluded in the numerator to determine the proportion of eligible
and aligned operating expenses without performing complex
estimates, which would in any case be too approximate to bemeaningful. Eligible/aligned operating expenses are therefore
calculated proportionally to the percentage of eligible/aligned
sales.

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Sustainable Development Report

Detailed presentation of the eligible and aligned proportions of 2023 sales, capital expenditureand operating expenditure in compliance with Delegated Act (EU) 2021/2178 on the content and presentationof Taxonomy-related disclosures.
TABLE 1 – SALES

Proportion of sales from products or services associated with Taxonomy-aligned economic activities – disclosure covering 2023.
Substantial contribution criteria

Climate change
adaptation

Water

Pollution

Circular economy

Biodiversity

Climate change
mitigation

Climate change
adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1)
or Taxonomy-eligible (A.2)
proportion of turnover Year 2022

Category enabling activity

16%

YES

N/A

N/A

N/A

N/A

N/A

N/A

YES

YES

YES

YES

YES

YES

0%

E

4,531

16%

16%

0%

0%

0%

0%

0%

N/A

YES

YES

YES

YES

YES

YES

0%

Of which enabling

16%

16%

0%

0%

0%

0%

0%

N/A

YES

YES

YES

YES

YES

YES

0%

Of which transitional

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

Economic activities

Absolute turnover (€)
4,531

Code

Climate change
mitigation

Do no significant harm criteria

Proportion of turnoverYear 2023

Category transitional activity(in € millions)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of other low-carbon technologies

3.6

Sales of environmentally sustainable
activities (Taxonomy-aligned) (A.1)

A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned)
Manufacture of other low-carbon technologies

3.6

10,097

36%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

52%

Data-driven solutions for GHG emission reductions

8.2

234

1%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

1%

Repair, refurbishment and remanufacturing

5.1

381

1%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0%

Sales of Taxonomy-eligible but notenvironmentally sustainable activities(not Taxonomy-aligned) (A.2)

10,712

38%

37%

0%

0%

0%

1%

0%

53%

A. SALES OF TAXONOMY-ELIGIBLE
ACTIVITIES(A.1 + A.2)

15,243

54%

53%

0%

0%

0%

1%

0%

53%

Sales of Taxonomy-non-eligible activities (B)13,09946%

TOTAL

28,342

100%

E
T

4

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

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TABLE 2 – CAPITAL EXPENDITURE

Climate change
adaptation

Water

Pollution

Circular economy

Biodiversity

Climate change
mitigation

Climate change
adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1)
or Taxonomy-eligible (A.2)
proportion of CapEx Year 2022

Category enabling activity

601

22%

YES

N/A

N/A

N/A

N/A

N/A

N/A

YES

YES

YES

YES

YES

YES

0%

E

601

22%

22%

N/A

N/A

N/A

N/A

N/A

N/A

YES

YES

YES

YES

YES

YES

0%

Of which enabling

0%

22%

N/A

N/A

N/A

N/A

N/A

N/A

YES

YES

YES

YES

YES

YES

0%

Of which transitional

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

(in € millions)

Substantial contribution criteria
Proportion of CapEx

Economic activities

CapEx (€)

CodeYear 2023

Does not significantly harm criteria

Category transitional activity

Climate change
mitigation

Proportion of capital expenditure from products or services associated with Taxonomy-aligned economic activities – disclosure covering
2023.

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. ENVIRONMENTALLY SUSTAINABLE ACTIVITIES (TAXONOMY-ALIGNED)
Manufacture of other low-carbon technologies

3.6

CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)

A.2. TAXONOMY-ELIGIBLE BUT NOT ENVIRONMENTALLY SUSTAINABLE ACTIVITIES (NOT TAXONOMY-ALIGNED)
Manufacture of other low-carbon technologies

3.6

990

36%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

60%

Data-driven solutions for GHG emission
reductions

8.2

36

1%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

4%

Repair, refurbishment and remanufacturing

5.1

24

1%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0%

CapEx of Taxonomy-eligible but notenvironmentally sustainable activities(not Taxonomy-aligned) (A.2)

1,050

38%

37%

0%

0%

0%

1%

0%

64%

A. CAPEX OF TAXONOMY-ELIGIBLE
ACTIVITIES (A.1 + A.2)

1,651

59%

59%

0%

0%

0%

1%

0%

64%

CapEx of Taxonomy-non-eligible activities

1,134

41%

TOTAL

2,785

100%

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TABLE 3 – OPERATING EXPENSES(in € millions)

Substantial contribution criteria

Water

Pollution

Circular economy

Biodiversity

Climate change
mitigation

Climate change
adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1)
or Taxonomy-eligible (A.2)
proportion of OpEx Year 2022

Category enabling activity

16%

YES

N/A

N/A

N/A

N/A

N/A

N/A

YES

YES

YES

YES

YES

YES

0%

E

283

16%

16%

0%

0%

0%

0%

0%

N/A

YES

YES

YES

YES

YES

YES

0%

Of which enabling

16%

16%

0%

0%

0%

0%

0%

N/A

YES

YES

YES

YES

YES

YES

0%

Of which transitional

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

OpEx (€)

Economic activities

Proportion of OpEx

283

Code

Climate change
adaptation

Does not significantly harm criteria

Climate change
mitigation

Year 2023

Category transitional activity

Proportion of operating expenses from products or services associated with Taxonomy-aligned economic activities – disclosure covering
2023.

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. ENVIRONMENTALLY SUSTAINABLE ACTIVITIES (TAXONOMY-ALIGNED)
Manufacture of other low-carbon technologies

3.6

OpEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)

E
T

A.2. TAXONOMY-ELIGIBLE BUT NOT ENVIRONMENTALLY SUSTAINABLE ACTIVITIES (NOT TAXONOMY-ALIGNED)
Manufacture of other low-carbon technologies

3.6

639

36%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

52%

Data-driven solutions for GHG emission
reductions

8.2

18

1%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

1%

Repair, refurbishment and remanufacturing

5.1

18

1%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0%

OpEx of Taxonomy-eligible but notenvironmentally sustainable activities(not Taxonomy-aligned) (A.2)

675

38%

37%

0%

0%

0%

1%

0%

53%

A. OPEX OF TAXONOMY-ELIGIBLE
ACTIVITIES (A.1 + A.2)

958

54%

53%

0%

0%

0%

1%

0%

53%

816

46%

1,774

100%

4

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESOpEx of Taxonomy-non-eligible activities
TOTAL

TABLES 4 - MULTI-OBJECTIVES
Proportion of OpEx/
Total OpEx

Proportion of CapEx/
Total CapEx

Taxonomyaligned per
objective

Taxonomyeligible per
objective

CCM

16%

53%

CCA

0%

0%

WTR

0%

CE
PPC
BIO

Proportion of turnover/Total turnover
Taxonomyaligned per
objective

Taxonomyeligible per
objective

CCM

16%

53%

CCA

0%

0%

0%

WTR

0%

0%

0%

1%

CE

0%

1%

0%

0%

PPC

0%

0%

0%

0%

BIO

0%

0%

Taxonomyaligned per
objective

Taxonomyeligible per
objective

CCM

22%

59%

CCA

0%

0%

0%

WTR

0%

0%

1%

CE

0%

0%

PPC

0%

0%

BIO

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4.1.2 Human rights and employee relations

4.1.2.1 Ensuring respect for human rights

SDG 8.7, 17 and 16

4.1.2.1 a) Employee relations standards andresponsibilities
Michelin makes every effort to uphold human rights in all its
businesses and in every host community. The Groupembraces the universal principles of human rights and theleading international labor conventions.
A process grounded in international principles
The Michelin Group:● has been a member of the United Nations Global Compact
since 2010 and supports its ten fundamental principles;● upholds the OECD Guidelines for Multinational Enterprises;● supports the UN Guiding Principles on Business and Human
Rights;● embraces the International Labour Organization’s
fundamental Conventions, particularly in relation to:●●

freedom of association and protection of the right toorganize,the elimination of discrimination in employment andoccupation,●

the abolition of forced labor,●

the effective abolition of child labor, and●the right to a safe and healthy work environment.

These principles have also inspired the Group’s internal reference
documents, including:● the Code of Ethics;● the Anti-Corruption Code of Practice;● the Michelin Purchasing Principles;● a Master Policy on Human Rights.
In 2022, for the first time, a Master Policy on Human Rights
was issued and distributed across the Group. Widely
promoted among employees worldwide, the above documents
have been translated into French and English and are available
for consultation at any time on each country organization’s
intranet site. They may also be found on the corporate website:
https://www.michelin.com/publications/politique-des-droits-humains/

To enhance its expertise and capitalize on best practices, in 2017,
Michelin also joined the EDH association(1), which comprises
around 20 French companies engaging with these issues.
In addition, the Group is a member of the Global Deal initiative,
which promotes social dialogue and decent work around theworld, and of the Business 4 Inclusive Growth initiative incooperation with the OECD. After chairing the Human Rights Clubof the Global Compact France in 2021 and 2022, Michelin now
sits on the Club’s steering committee.

4.1.2.1 b) Organization and ambitions
A governance body led by senior management
The Group’s human rights policies, objectives and strategy arevalidated twice a year by the Human Rights Governance Body,
which is chaired by the Executive Vice President & Chief
Personnel Officer (a member of the Executive Committee) andco-chaired by the Executive Vice President, Engagement and
Brands. Other governance members include: the Executive Vice
Presidents of Manufacturing and of Engagement and Brands(both members of the Executive Committee), the Chief
Procurement Officer, the General Counsel and the Vice
Presidents of Public Affairs, Corporate Sustainable Development
and Impact, Internal Control and Safety & the Environment.
Note that health and safety issues are managed by a separateorganization, the Employee Health and Safety Governance Body.
The Human Rights Governance Body is supported by input froma multidisciplinary Operational Committee comprising
representatives from the corporate departments in charge of
Sustainable Development and Impact, Purchasing, Personnel,
Internal Control, Risk Management, Employee Relations, Public
Affairs, Diversity & Inclusion, Legal Affairs/Compliance, andManufacturing. It prepares an annual action plan engaging
Michelin in a continuous improvement process.

(1) Entreprises pour les droits de l’homme (Businesses for Human Rights).

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A Master Policy on Human Rights
In 2022, a Master Policy on Human Rights was prepared,
distributed across the whole Group and posted on thecorporate website(1). It expresses Michelin’s principles concerningnine issues:● discrimination;● harassment;● health & safety;● decent wage and social protection;● freedom of association and collective bargaining;● privacy and personal data;● child labor;● forced labor;● impact on local communities.
The Master Policy defines the scope of application, suppliercompliance guidelines, recommended duty of care procedures
and the principles of application in each operating region. For
most issues, this umbrella policy refers back to the more detailed
policies already in effect across the organization.

In 2023, the Master Policy was widely rolled out to Regional
Presidents and regional Personnel managers, who appointed
Human Rights Correspondents in every geographic unit. Training
based on 90-minute webinars was organized across the Groupfor these correspondents, as well as for Sustainable
Development
andImpactCorrespondents,
EthicsCorrespondents and Regional General Counsels. The issue wasalso addressed at a two-hour in-person session during theannual meeting of the Group's purchasing management teams.
Lastly, the corporate officers sitting on the boards of companies
in which Michelin owns a minority stake were also directly offeredthese courses so that as directors, they can exercise due
diligence in human rights issues. The courses were introduced bya video from the Group's Managing Chairman, emphasizing theimportance of the issue.
To support this acculturation and prevention measure, a humanrights risk self-assessment questionnaire was devised anddeployed, while a human rights e-learning module wasdeveloped for the first time. The latter is available to any
employee worldwide and mandatory for the Group’s senior
executives.

4(1) https://www.michelin.com/en/sustainability/company/people

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2030 ambitions and their performance indicators
Policy implementation is being supported by the ambitions defined for 2030, with performance tracked by measurable targets andindicators. The six ambitions are as follows(1):Objective

Indicator

2019

2020

2021

2022

2023

2030 Objective

1 – A company where
everyone feels physically safe
at work

TCIR(2)

1.43

1.19

1.29

1.07

1.01

<0.5

Percentage of employees
receiving a decent wage in eachhost country

-

-

95%

98.5%

100%

100% in 2025

Percentage of employees withsocial protection floor of healthinsurance, life insurance andparental leave for birth/adoption--

New in2021--

75% in 2025 and100% in 2030

Percentage of suppliers assessedthat comply with the Group’s
human rights standards

85%

86%

89%

89%

91%

≥95%

Percentage of natural rubber
volumes used by the Group
covered by human rights
assessments of a representative
sample of farmers (via the
RubberWay® application)

20%

30%

41%

58%

69%

80% from 2025

Number of village smallholders
whose working conditions and/or
livelihoods have improved as aresult of remediation projects--

New in
2021

467

1,855

30,0004 – A company that allows
diversity to flourish in all its
forms

IMDI, a composite indicator
tracking inclusion and diversity(see section 4.1.2.2 b)

-

60

65

70

72

80/100 points

5 – A company that listens to
the opinions of internal
stakeholders

Percentage of employees who
respond positively to the Moving
Forward Together survey question:“I feel like my opinion mattersand my ideas are taken into
account in my company.”

-

-

69%

71%

72%

80%

-

5,000

10,90019,7002 – A company offering adecent wage and supportive
employee benefits

3 – A company whose supply
chain ensures decent work forevery employee

6 – A company that blends
harmoniously into its
environment and is beneficial
for its local host communities

Number of volunteering
initiatives(3)Note that some of the newly defined indicators do not yet have any prior-year comparatives.
Human rights risks identified and factored into
the Group’s risk management process● employee health and safety (see section 4.1.3 Employee
health and safety);

In 2022, the Risk Management Department defined a humanrights risk category that addresses the following policy points:● decent wage and social protection (see section 4.1.2.3 h)Offering fair compensation and benefits);● harassment and discrimination (see section 4.1.2.2 Instilling
an inclusive culture of diversity and preventing
discrimination);● freedom of association (see section 4.1.2.3 Promoting
responsible social dialogue);(1) The three ambitions expressed in the 2021 Universal Registration Document – to be (i) a company where employees develop their employability; (ii) a company in which everyone
feels like an owner/stakeholder; and (iii) a company where employees are motivated/engaged – have been maintained, but are no longer being led by the Human Rights Governancebody.
(2) Total Case Incident Rate.
(3) Our current systems are unable to identify whether the same person has participated in several volunteering initiatives. The ultimate goal is to have 20% of employees taking part insuch initiatives.

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Sustainable Development Report● product safety (see section 4.1.4.3 Guaranteeing the qualityof our products and services); protecting employee privacy
and personal data (see section 4.1.4.1 Ensuring ethicalbusiness practices);● child labor (see below: decent work-related risks now being
assessed);● forced labor (see below: decent work-related risks now being
assessed);● potentially negative impacts on local communities (seesection 4.1.2.5 d) Addressing the risk of potentially negative
impacts of our business on local communities).

Harassment risks have been managed as part of normal
business operations since 2022.
A harassment prevention program is currently underway, basedon the initiatives developed during the Integrity project and thevarious compliance programs already in place across the Group.
In 2023, the Group updated existing internal controls concerning
harassment issues, formed a working group on support forpeople contacted as part of an investigation and pursued its
awareness-raising initiatives.
By year-end, the e-learning module on harassment had
been completed by more than 39,000 Group employees,
representing 98% of the target(1).

The management of risks relating to discrimination, harassment,
employee relations, health & safety, psychosocial issues, forcedlabor, child labor and personal data is continuously tracked by
the Internal Control department using self-assessments and test
audits, whose results are followed up with the implementation ofaction plans.

These various harassment information initiatives at Group level
and in the operating regions continued to encourage people tospeak up, causing harassment complaints to increase to 23% of
all reports to the ethics hotline in 2023.

A deeper understanding of several issues in 2023

Assessing human rights risks in the contracting chain

Based on the findings of the 2021 audit, a human rights action
plan for the 2022-2025 period was prepared, supported by 16
task sheets, each assigned to an implementation leader withdedicated objectives and milestones. Scheduled actions include
drafting a policy (completed in 2022), implementing programs toaddress possible shortfalls in the areas of discrimination andforced labor, and strengthening the human rights clauses inacquisition contracts.

The mapping exercise for supplier human rights risks wascompletely overhauled in 2020 and updated in 2022, whichenabled purchasing categories to be ranked according to their
human rights risks. When cross-referenced with the analysis
based on sourcing countries posing human rights risks, thiscategory analysis enabled us to prioritize supplier assessments
and deployment of preventive actions (see section 4.1.4.2 b).
Suppliers are generally assessed with desktop reviews, whichassign them an overall score and separate scores by issue,
including a dedicated score in “labor and human rights”
performance. More rarely, they may be asked to respond to selfassessment questionnaires (see section 4.1.4.3). In 2021, an
indicator was introduced to track supplier human rights
compliance, with the 2030 objective that 95% of assessed active
suppliers earn the expected score. The Group’s whistleblowing
system is also open to suppliers.

In 2023, a network of managers from each of the Group's leading
manufacturing host countries was formed to lead initiatives toprevent human rights risks across the Group.
As part of this process, a dedicated review analyzed possible
forced labor concerning most at-risk suppliers.
After launching a living wage initiative, all Group companies
have been certified by the Fair Wage Network as a Living
Wage Global Employer, guaranteeing that every employee ispaid at least the equivalent of the living wage benchmark.
In 2022, a new milestone was reached with the launch of theMichelin One Care Program, designed to provide every
employee with social protection covering parenthood, death
and access to healthcare.

4

To address human rights risks in the natural rubber supply chain,
the RubberWay®(2) mobile application deployed by the Groupin seven countries since 2017 has gathered information from239,583 village smallholders on such topics as income, working
hours, working conditions and child labor. Following a more indepth analysis by district to identify the highest risk regions, anumber of projects to improve farmers’ living and working
conditions have been launched since 2020 (see section 4.1.4.2.c).

(1) The 2023 target was set on December 31, 2022, based on companies with Intouch capabilities at that date, i.e., for categories 1 to 4 employees, 40,152 people. It will be updated in
2024 based on the progress in Intouch deployment and the Intouch categorization of people in the 2023 workforce.
(2) 4.1.4.2 c) A dedicated approach for natural rubber/The RubberWay® application.

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4.1.2.2 Instilling an inclusive culture of diversity
and preventing discrimination

SDG 4.3, 4.4, 4.5, 5.1, 5.5, 8.5, 8.6, 10.2 and 10.3.

Discrimination risks
Every person is unique and contributes to diversity. Respecting individuals in all their uniqueness is the basis of the Group’s
Diversities & Inclusion Policy. Diversity comes in many forms, including gender, age, culture, religion, social background, disability,
sexual orientation, union membership, family situation, political opinion and physical appearance.
Michelin’s approach to diversity and inclusion is guided by three intentions: (i) that its teams be representative of all the diversity
found in their local host communities; (ii) that each person be treated fairly and feel free to express their authentic self anduniqueness; and (iii) that diversity be experienced in a spirit of inclusion and tolerance, so that it can also help to drive
collective performance.
Reflecting and supporting these intentions, Michelin does not tolerate any form of discrimination anywhere in the Group, withrespect to anyone or for any reason whatsoever, including in cases allowed by local practice or custom. Employees have access torecourse in every country.

4.1.2.2 a) A comprehensive, worldwide
commitment
Policies and objectives
First deployed in 2005, the Group's diversity process was formallydescribed in a Diversity & Inclusion Policy that sets out guidelines
for the entire Group, as well as an objective for 2030. Progress
towards the objective is being measured by the Diversity &Inclusion Management Index (IMDI), a composite indicator
comprising 12 sub-indicators in five metrics: gender diversity,
identity, multi-national management, disability and equal
opportunity in promotions. Each of the five metrics is weighted
equally in calculating the Index.
In addition, the Code of Ethics emphasizes Michelin’s
commitment to combating all forms of discrimination, specifies a
number of sensitive situations (hiring, promotions, training,
various employee benefits, etc.), cites 12 discrimination criteria as
examples and describes real-world situations demonstrating
conduct to be encouraged or avoided.
Governance and organization
Diversity management is built on a multi-level global organization.
Led by the Corporate Vice President, Sustainable Development
and Mobility, the process is managed by a Steering Committee
comprising the Executive Vice President, Personnel and theheads of Training, Hiring, Employee Relations and Sustainable
Development. The guiding objectives are approved by the
Human Rights Governance body.
An international Diversity & Inclusion network bringing together
D&I managers from each geographic region meets every_236

two months. It is led by the Group so that each region can workon every aspect of diversity and help to drive improvements in
the IMDI indicator. In 2023, for example, each operating region
defined measurable targets for several diversity issues.
Team initiatives around the world

Impelled by the Group, a wide range of programs and initiatives
have been undertaken in the country organizations, including:● local Diversity & Inclusion Councils tasked with organizing andfostering diversity in North America, Brazil, Mexico and North
Europe;● Diversity charters or company agreements, such as the one
signed in France in November 2023 that includes a section
addressing end-of-career issues;● In-house diversity events, such as the Cultural Diversity Festival
in the Africa/India/Middle East region, Diversity and Inclusion
Day in Mexico and the Live Event in Brazil;● Local networks formed in the United States (11 communitybased business resource groups), Europe (Better Together),
Hungary (Seniors’ Club) and Brazil (Women in Sales);● Diversity and Inclusion pages on country and regional
intranets, and video messages from leading regional
executives addressing the issue, in France, the United States,
Mexico, Brazil and other countries;● Outside partnerships with local associations in the UnitedStates, Brazil, India, Poland and other countries. A highlight of2023 was Michelin France’s engagement with the FACE
Foundation, which advocates against domestic violence.

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Training to encourage inclusion and attenuate the riskof discrimination

A variety of training and sensitivity programs are being led to
instill a culture of diversity and inclusion and to encourage
everyone to treat people solely on the basis of their skills,
avoiding any bias based on prejudice or discriminatory

stereotypes. In particular, a half-day class-based bias andstereotype awareness seminar has been offered for all Groupmanagers since 2020. In 2023, more than 4,000 new participants
were trained, particularly in Europe and the United States,
bringing the number of employees having completed theprogram over the past three years to more than 28,000.

4.1.2.2 b) Targeted initiatives in the five areas of diversity
To track and improve diversity across the organization, Michelin has introduced a composite indicator reflecting five diversity metrics,
each with a target for 2030.
2030 IMDI objective

80/100 points

The five IMDI metrics

IMDI 2023

IMDI 2022

IMDI 2021

IMDI 2020

72

70

65

60

2023 score2022 score2021 score2020 score

Gender equality in the workplace

73.9

69.2

56.2

48.2

Identity (age, religion, sexual orientation, etc.)

77.7

72.3

73

69.7

Multi-national management

73.6

76.2

76.6

69.4

Disability

66.6

66.7

56.2

50.8

Equal opportunity

68.1

66.6

64.1

64.1

The IMDI composite indicator continued to improve in 2023,
rising by two points to 72/100 from 70/100 the year before. The
strongest gains were in (i) the percentage of women in
management positions (30.1%, from 29.4% in 2022) and in the
600 most senior management positions (21.5%, from 18.8% in2022) and (ii) the perceived acceptance of diversity (the “identity”

metric). On the other hand, the percentage of country
organizations with more than 1,000 employees with at least 2%of the workforce recognized as disabled declined slightly over theyear, to 35.3% from 35.7% in 2022, following the inclusion of
three new countries (Sri Lanka, Indonesia and Canada) in thescope of reporting.

4

GENDER EQUALITY IN THE WORKPLACE
Group objective: “Aim to set the gender balance benchmark in our industry” and achieve gender balance among Group senior
executives and managers by 2030.
Issue

Indicator

Gender equality % of women in positions of responsibility at leastin the workplace equivalent to supervisors

2023

2022

2021

2020

Ambition 2030

30.1%

29.4%

28.9%

28.2%

35%

% of women in the Group’s 600 most senior
management positions

21.5%

18.7%

17.2%

15.5%

35%

Compa gap ratio, men/women, excluding
production operators

2.5%

2.6%

3.4%

3.6%

<2.2

Women accounted for 19.9% of the consolidated workforce
as of year-end 2023. After declining somewhat last year due tothe inclusion of Sri Lanka in the scope of reporting, this new
improvement was led by the long-standing commitment to hiring
more women and upgrading factory workstation ergonomics.
Although, much like in the automotive industry as a whole,
women accounted for just 13.9% of production operators in

2023 (excluding the dealership networks). They were better
represented among technical staff (27.9%) and, to a lesser extent,
in management and supervisory positions (30.1%). In 2023,
about 39% of new hires were women in the administrative
employees, technicians, supervisors and managers
categories.

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WOMEN AS A PERCENTAGE OF EMPLOYEES AT DECEMBER 31, 2023

Production
operators

Administrative
employees andtechnicians

Managers andsupervisors(1)

Total

GRI Indicator

North America

16.5%

29.8%

26.9%

20.1%

GRI 102-08

South America

16.1%

27.1%

32.5%

20.2%

GRI 102-08

Europe

14.7%

27.6%

30.8%

21.4%

GRI 102-08

Africa/India/Middle East

1.7%

22.6%

27.5%

11.9%

GRI 102-08% of women by employee category andregionAsia (excluding India)

12.3%

30.9%

33.7%

19.2%

GRI 102-08

GROUP TOTAL

13.9%

27.9%

30.1%

19.9%

GRI 102-08(1) Employees with a level of individual responsibility of A to N, according to the Hay method used by the Group.

Supported by a multi-year improvement plan, three Executive
Committee members are leading the Group’s progress in hiringand promoting women in Marketing & Sales, R&D and
Manufacturing. Every year, the Regional Presidents set
measurable annual targets, backed by action plans.

working from home (see section 4.1.3.4 a), daycare facilities andnursing rooms, financial aid for childcare, service centers, andmaternity support in particular.

Making Group jobs more appealing to women

A dedicated action plan is being pursued in every region toincrease the number of women in management. The percentage
of management and supervisory positions held by women
has risen steadily since 2013, from 22.5% to 30.1% in 2023. To
maintain this momentum and break the glass ceiling, theobjective is now to reach 35% by 2030, along with a second
target of having women account for 35% of so-called “GroupManager” positions by 2030 versus 21.5% in 2023.

To enhance manufacturing’s appeal to women, Michelin ispursuing initiatives in schools and universities around the worldin view of presenting the diversity of industrial jobs and theirinterest to women in the surrounding communities. Plant tours
for students and meetings with women employees in a variety ofinspiring roles enable girls to see themselves meeting challenges
in the manufacturing industry. To support this process, women
employees can now volunteer to act as ambassadors for theirjobs, not only in manufacturing but also in other job families witha low percentage of women, such as marketing and sales,
R&D, IS/IT and digital technology. At the “Trucks Are For Girls”
event in the United States, marketing and sales employees raised
young womens’ awareness of careers in the trucking industry.
With the same objective of attracting more women to the
shopfloor, the production plants are deploying a variety of
programs to improve workstation ergonomics. At workshops
in every host country, workstations are being individually analyzed
to identify those accessible to women and to upgrade others to
improve accessibility. In 2023, for example, 12 workstations were
upgraded for this purpose in Poland. These studies aresupporting the hiring of a growing number of women in the
production plants, including in operator positions.
In 2023, a plan to improve sales force gender diversity was rolled
out in all the operating regions. It comprises a method foranalyzing pathways to progress, a brochure with dozens ofrecommendations and the introduction of a dedicatedgovernance structure in each region.
Michelin is also committed to facilitating work-life balance with avariety of supportive benefits, including flextime arrangements,

Increasing the percentage of women in management
and on executive bodies

At January 1, 2023, the Executive Committee was made up ofnine members (four of which were women), whose role is toassist the Group’s two Managers. In 2023, five of the 11 membersof the CGEM Supervisory Board and two of the four members oneach of the three Board Committees (Audit, Compensation andAppointments, and CSR) were women(1). The Supervisory Boardand its CSR Committee are both chaired by women.
Ensuring wage equality worldwide
Every year, country Personnel Department managers analyze thecompensation of men and women employees and define actionplans to close any gaps. For many years, the Group has used thecompa ratio gap indicator to measure the difference between
men and women’s compensation, based on the market rate for asimilar position. Applying this method to a sample of 37,500
employees, the overall gender gap was -2.54% in 2023, versus 2.61% in 2022. In France, an independent study by researchersat the French National Institute of Demographic Research (INED)
found that once again in 2023, the residual value of the like-forlike gender pay gap was less than 1% in every employee category.
Lastly, since early 2019, MFPM has calculated and disclosed its
Gender Equality Index, which again stood at 99/100 in 2023.

(1) See also section 3.1.3.3 Diverse profiles and experiences represented on the Board – gender balance on management bodies (categories 1 to 4).

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IDENTITY (THE SUM OF AN INDIVIDUAL’S PERSONAL CHARACTERISTICS, SUCH AS AGE, SEXUAL ORIENTATION,ETHNICITY OR RELIGION):
Group objective: “Enable every person to be who they really are and to bring their authentic selves to work.”
2023

2022

2021

2020

Ambition 2030

MFT question(1): “In my workplace, I am treated with respect, regardlessof who I am or what my position is.”

85%

85%

84%

83%

>80%

MFT question: “In my workplace, I believe that people are treated fairly(for job assignments, promotions, etc.) regardless of their background,personal characteristics or other differences.”

68%

67%

65%

61%

Difference between the highest score in an age category and the lowest
score in an age category on the MFT survey question: “I can fulfill mycareer objectives at Michelin.”

Michelin seeks to encourage people to express their differences
so that they can feel at ease in the corporate community.
To enhance everyone’s ability to embrace a multitude ofdifferences, the Group organizes bias and stereotype sensitivity
training (see section 4.1.2.2 a).
In 2022, a project was undertaken to ensure that the Group’s
communication to employees and outside stakeholders speaks
to everyone, regardless of their gender identity. Following
presentations to regional Ethics Committees, these practices
were adopted in 2023 in certain regions, such as North America,
where HR systems were reviewed to enable the identification ofpeople regardless of their gender identity. In Brazil, a brochure on
inclusive communication was published.
In June 2023, country organizations in the United States, Canada,
Mexico, Brazil, Thailand, the United Kingdom and Germany
celebrated Pride Month with employee parades and otherfestive events, as well as with webinars on LGBTQ issues. Also
during the year, Michelin Mexico was certified as a “Best Place toWork for LGBTQ+ Equality” by the Human Rights Campaign
Foundation.

4 points(2)7 points>80%
No difference
among the age
categories

3 points

A wide range of initiatives were undertaken to address agerelated issues, such as the agreement signed with the unions inFrance specifying a variety of measures for people nearing
retirement. In addition, Michelin Brazil rolled out the“Generational Forum” corporate initiative during the year andorganized training courses to prepare employees for retirement.
Aware that people's physical appearance is also subject tostereotyping, Michelin Brazil created a working group on dress
codes to ensure that employees enjoy a safe space.
In the Group’s most diverse region, Africa/India/Middle East,
more than 1,000 employees in nine countries took part in a
cultural diversity festival, sharing their customs, foodways andtraditional dress in the workplace.

4

In Australia, the five local Michelin companies have embarked on
a Reconciliation Action Plan to support Aboriginal and Torres
Strait Islander peoples. The Plan comprises 13 actions to ensurethat these communities benefit from the opportunities createdby the industries Michelin serves and that the workplace is a safe
space for them.

MULTI-NATIONAL MANAGEMENT:Group objective: “All of the Group’s host country nationalities and cultures are represented in all the corporate functions in theoperating regions and at headquarters, in line with the geographical footprint of each business. In each country and region, more than
80% of management positions are held by locals.”
2023

2022

2021

2020

Ambition 2030

Percentage of employees with a level of responsibility from A to I
working in a growth region who signed their first employment
contract in that growth region

86.1%

85.8%

83.2%

78.8%

80%

Percentage of non-French nationals among the Group’s 100 mostsenior executives

30.6%

33.3%

35%

30%

50%

Particular attention is paid to fostering the emergence of local
managers in the growth regions of South and Central America,
Southeast Asia, China and Africa/India/Middle East, where 86.1%
of managers were locals in 2023. In addition, Michelin is aiming

for half of its 100 most senior executives to be non-Frenchnationals by 2030. In 2023, the percentage declined slightly to
30.6%.

(1) Moving Forward Together survey.
(2) Based on a new methodology in 2023 following the addition of a new age category.

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DISABILITY:Group objective: “Michelin offers career paths to people of all abilities, in accordance with its talent development policy”.
2023

2022

2021

2020

2030 Objective

Percentage of country organizations with more than 1,000 employeeswith at least 2% of the workforce recognized as disabled

35.3%

35.7%

26.6%

33.3%

100%

Percentage of country organizations that have appointed an
Ambassador with expertise in workplace disability issues

97.9%

97.6%

85.8%

68.2%

100%

Michelin has long pursued a commitment to hiring people withdisabilities and retaining employees who become disabled atsome point in their careers. The Group’s objective that people
recognized as disabled should account for at least 2% of theworkforce in every country organization with more than 1,000
employees has inspired new units to plot a course to progress
and to share best practices. After deploying a roadmap, Mexico
commissioned a specialist firm to hire autistic individuals in 2023.
Mental disabilities were also the subject of training andadaptation programs in Hungary, Mexico, Poland and othercountries. In 2023, extending the IMDI4 scope of reporting tothree new country organizations, in Canada, Sri Lanka andIndonesia, slightly reduced the percentage of organizations
reaching the 2% target.
Disabled employees made up 6.49% of MFPM’s French workforce
in 2023, once again exceeding the legally mandated quota of 6%.
In Brazil, hearing-impaired people have long been hired inworkshops, with training and support provided to thedepartments concerned.

EQUAL OPPORTUNITY
Group objective: “Every employee can develop their talents in the company, regardless of where they started at Michelin. As amanufacturing company, Michelin pays particular attention to promoting production operators (category 5)”.
2023

2022

2020

2030 target

Percentage of managers who began their careers as production
operators (category 5)

15.5%

14.8%

13.8%

13.4%

20%

Percentage of managers(1) promoted from within

68.4%

69.8%

72.7%

73.9%

80%

Promoting from within is one of the Group’s core values, which is
why the new IMDI indicator includes targets for the careerdevelopment of people hired as production operators and forthe percentage of managers promoted from within.
In addition to these two targets, Michelin strives to support thesocial inclusion of disadvantaged people in its hostneighborhoods.

In France, for example, three maintenance skills training and job
opportunity programs offered to refugees in collaboration with
the Hope association resulted in the hiring of more than 30
people under vocational training contracts, of which 14 wereconverted into permanent and fixed-term contracts.

(1) Categories 1 to 4 or A to N.

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4.1.2.3 Dialogue with stakeholders

SDG 8.5, 8.8 and 10.4.

By “stakeholders”, Michelin means the people or groups ofpeople who are impacted by its business or who may impact
it in return, so that corporate strategy reflects their needs
and expectations.

Regulators

Building trust-based relationships with stakeholders is an
opportunity for the Group to improve its ability to foresee andpurposefully challenge its social responsibility commitments.

Customers

Employees
and employee
representatives

NGOs

Shareholders/
Investors

Civil society/
Host communities

4

Public authorities

Academia

Suppliers/
Subcontractors

Michelin has long nurtured continuous dialogue with all its
stakeholders,
includingcustomers,
investors,
employeerepresentatives, suppliers, public authorities, local communities,
international organizations and NGOs. For example, the associatedGroup departments organize specific meetings every year witheach category of stakeholders, led by one or several engagement
managers.

Media

Within the Group, the Sales, Marketing, Investor Relations,Purchasing, NGO Relations, Public Affairs, Employee Relations
and Personnel Management departments, as well as plantcommunication managers, are responsible for taking into
account and responding constructively to the expectations of
their stakeholders. To this end, the departments regularly contact
and meet with Group stakeholders throughout the year, at boththe corporate and local levels.

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4.1.2.3 a) The Corporate Stakeholder Committee

4.1.2.3 b) Dialogue with civil society organizations

The Corporate Stakeholder Committee is made up of
independent members from outside the Group who are
representative of the Group’s key stakeholders. They are selectedby a Steering Committee, which is also tasked with organizing
meetings and events. Its members include one of the two
Managers of the Group, the Executive Vice Presidents ofEngagement and Brands and Urban and Long-DistanceTransportation and the Presidents of the European Regions, all ofwhom are members of the Group Executive Committee.

Michelin nurtures ongoing dialogue with civil society
organizations involved in both environmental and social
responsibility issues.

Members of the Corporate Stakeholder Committee are chosen
for their ability to represent the Group’s various stakeholders, aswell as for their expertise, geographic origin and interest in
sustainable development issues. They are appointed forthree‑year terms, renewable once.
The Committee offers advice and support in assessing thealignment of Michelin’s sustainable development strategy withoutside needs and expectations. It meets with the Group
Executive Committee once a year.
In 2023, the Committee comprised 12 members from Europe,Asia, North America, Africa and other regions who were all
representative of the Group’s key stakeholders, i.e., a supplier,two customers, a trade union, two NGOs, an investor, aninternational organization, a philosopher, a leading urban mobility
transformation researcher, a representative of the new economy
and a young person.
Held in person at the Blanzy plant (France) on October 4 and 5,
2023, the Committee’s eighth annual meeting with members of
the Group Executive Committee focused on three main issues.
First, the meeting offered an opportunity to act on the Corporate
Stakeholder Committee’s 2022 comments concerning the new
definition of the term "sustainable materials.” The new term“renewable or recycled materials” was approved and a“committed to sustainable tires” approach was defined.
Then, two working sessions were organized on how renewableenergies are allocated to customers and on how the Michelin
Group exercises its duty of care with non-Tier 1 suppliers.
The recommendations report was shared with the teams for
input into the action plans.

A corporate Relations with Civil Society Organizations unit, inplace since 2014, is supported by a network of 29
correspondents around the world. Trained both internally andexternally, the correspondents can draw upon both a handbook(A Practical Guide to NGO Relations) and a methodology. They
are subject to an internal quality control audit every two years on
average. The correspondents are tasked with identifying at-risk
issues in their country, identifying and initiating dialogue with
NGOs on targeted issues, and addressing their expectations andquestions.
They regularly engage with such social and human rights NGOs
as Amnesty International, Global Witness, the International
Federation for Human Rights (FIDH), Human Rights Watch andReporters Without Borders. In 2020 and 2021, for example,
Michelin addressed a controversy concerning a Belarusian
supplier (with which it has since suspended all business relations)by working closely with the Belarus Helsinki Committee, theDanish Institute for Human Rights, the FIDH, Free our Belarus, theInternational Center for Civil Initiative – Our House (ICCI), and theBusiness and Human Rights Resource Center (BHR, Kiev), as wellas with the Professional Union of Belarusians in Britain (PUBB),
the IndustriALL Global Union and the International Labour
Organization. In 2022 and 2023, the Group engaged in sustained
dialogue with several NGOs concerning the war in Ukraine andMichelin’s withdrawal from Russia.
In 2015, Michelin set up a special stakeholder committee(1)dedicated to sustainable natural rubber issues. Meetings were
held in 2016, 2018, 2020 and, most recently, in November 2022.
The Group reviewed its progress over the past two years andpresented its action objectives and performance metrics for the
next five years. Discussions focused on two issues in particular:
initiatives to support local communities involved in rubber
farming and improvements in traceability in rubber farming. In
addition, in November 2023, the Group engaged with otherNGOs, including the WWF, Transport & Environment and theEuropean Climate Foundation, on technical issues in the plan todecarbonize its manufacturing operations.

(1) The committee brings together around 20 social and environmental NGOs, as well as representatives of producers, manufacturers and academia.

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4.1.2.3 c) Working with sustainable development
institutions
Michelin also addresses sustainable development issues byworking closely with its extended ecosystem, comprised of a wide
range of both national and international institutions, associations
and NGOs. These collaborations are designed to drive

continuous improvement in every aspect of sustainability,
including business models, climate, biodiversity and humanrights, by acquiring expertise and sharing best practices. As
regards lobbying, the positions taken by Michelin’s public affairs
teams are seamlessly aligned with its climate strategy andconsistent with the Paris Agreements.

Organization

Category

Major issues

UN Global Compact

International institution

Deploying the Sustainable Development Goals

World Business Council for Sustainable Development International association(WBCSD)

Climate, nature, labor relations, transportation, training

Tire Industry Project (TIP), part of the WBCSD

International association

Tire industry, ESG

Business for Inclusive Growth (B4IG), part of the
WBCSD

International association

Diversity and inclusion, human rights, living wage, justtransition

GreenBiz

European association

Sustainability news and events

Entreprises pour l'Environnement (EpE)

French association

Climate, biodiversity, finance, public affairs

Orée

French association

Biodiversity, circular economy, ESG

Entreprises pour les droits de l'homme (Businesses for
Human Rights)

French association

Human rights, duty of care plan

French Sustainable Development Executives
Association (C3D)

French association

CSR business model

Common Stake

French association

Intersectional civil society and CSR

Center for Life Cycle Assessment and Sustainable
Transition (CIRAIG)

Think tankLife cycle assessment (LCA) methods

Ellen McArthur Foundation

Think tank

Circular economy

Institute for Sustainable Development andInternational Relations (IDDRI)

Think tank

Academia - climate, biodiversity, transportation, analysis
of international negotiations

WWF

NGO/think tank

Strategic cooperation - climate, nature, bio-basedmaterials

International Transport Forum (ITF)

International institution

Mobility and sustainable development research

Sustainable Mobility for All (SUM4ALL)

International institution

Sustainable mobility concepts and guidelines

4.1.2.3 d) Fostering closer relations withenvironmental protection associations
Whenever appropriate, Michelin nurtures close ties withenvironmental protection associations and organizations.
These initiatives concern not only the production facilities or theTechnology Center, but also office facilities. Partnerships havealso been formed with local, national and international
associations, in particular to support biodiversity(1).
In 2022, Michelin pursued the cooperation agreement with theWorld Wildlife Fund (WWF) signed in 2015 and renewed in 2018
to promote sustainable natural rubber around the world. The
Group is a founding member and active supporter of the Global
Platform for Sustainable Natural Rubber (GPSNR), a multistakeholder platform that encourages best practices across thenatural rubber value chain. In addition to the WWF, several otherNGOs are actively participating in the platform’s activities,
including Birdlife International, the International Federation of4

Human Rights Leagues, the Forest Stewardship Council, Global
Witness, Mighty Earth, the Rainforest Alliance and EarthWorm.
Lastly, the Group nurtures attentive dialogue with a wide varietyof national and local NGOs to help protect the environment andencourage the development of good practices.

4.1.2.3 e) Dialogue with investors
In 2023, the corporate Investor Relations team, accompanied by
the Managing Chairman and/or the General Manager and Chief
Financial Officer, engaged with institutional shareholders in avariety of ways, including leading in-person and digital roadshows,participating in automotive, ESG and general-interest
conferences and organizing various shareholder events.
In early October 2023, for the second year in a row, a roadshow
dedicated to governance issues was organized by the Investor
Relations team and the Group’s General Counsel, accompaniedby the Chair of the Supervisory Board.

(1) See section 4.1.1.3 Supporting biodiversity.

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During the year, the Investor Relations team met with or
responded to questionnaires from rating agencies, credit rating
agencies and proxy advisors.
In 2023, the Group posted its third ESG data report for 2022
online in a single spreadsheet to facilitate stakeholder access.
Lastly, the Investor Relations team supports ongoing
communication and dialogue with individual shareholders
through a variety of channels, including regularly publishednewsletters, invitations to the Annual Shareholders Meeting,participation in specialized conferences (such as the Investir Day
event in 2023) and the deliberations of the Michelin Shareholders
Committee.

4.1.2.3 f) Dialogue with customers
The Group pays particular attention to customers, who play acentral role in realizing its strategic vision and meeting its
objectives.
Customer satisfaction has been steadily improving since 2020,
with an NPS(1) of 42.7 in 2023, exceeding the target for the year.
The Group is leading a number of initiatives to constantly
enhance customer intimacy and satisfaction. For example, theCustomer Centricity Board brings together the chief executives of
the Group’s leading business units once a quarter, and regularly
meets with customers or companies to improve our ability tosatisfy increasingly demanding customers, in particular as regards
sustainable development.

In a commitment to enhancing the effectiveness of the social
dialogue process in all its host communities, in line with their
particular features and characteristics, Michelin has been amember of the Global Deal since 2017.
It was in this same spirit that Michelin set up a Global Works
Council (MWC), where it hopes to encourage, in the form of an
economic, social and environmental observatory, a social
dialogue process commensurate with its image and capable ofdriving its overall performance. Michelin is partnering with theIndustriALL Global Union, which participates in the Council.
In 2023, the Global Works Council began its second three-year
term (2023-2026) with a broader membership, after welcoming
new representatives from India, Sri Lanka, Indonesia andAustralia. The Council now comprises 49 employee
representatives from 19 countries.
It held its first meeting in the new term on September 27 and 28,
2023 at the Ladoux Technology Center in France, where
representatives were able to see and test the latest productinnovations on the testing grounds. The participants, including
two Group Executive Committee members, reviewed in detailMichelin’s All Sustainable strategy focused on the People, Profit,
Planet (3P) bottom lines, as well as its application in the
production plants and the B2B business. Employee relations
issues were addressed, particularly during question and answer
sessions.
In compliance with European legislation, the Group also has aEuropean Works Council whose 32 employee representatives
from 16 EU countries meet twice a year.

4.1.2.3 g) An assertive social dialogue process

Demonstrating the intentions of the new policy

Michelin’s identity and philosophy have always impelled theGroup to engage in an assertive social dialogue process,which it sees as a driver of sustainable performance.
The Duty of Care Plan and the risk mapping exercise cover thequality of social dialogue as an issue, with the risks to the Group
primarily concerning employer attractiveness, skills and employee
engagement (see section 4.1.2.4 Supporting employee growthand development).

The notion of social dialogue, which implies, in particular, sharing
key issues more broadly and deeply so as to encourage theentire workforce to participate in defining strategy, is gradually
informing all of the Group’s management practices. The Group
provides all the information stakeholders need to form an
objective, reasoned opinion and express it with confidence aspart of the social dialogue process. The structure and content of
this information are negotiated with employee representatives
and comply with legal obligations in each country. The Michelin
European Works Council (CEEM) and Global Works Council(MWC) are also widely used as sharing platforms.

Its Group Policy recognizes the positive contribution of
freedom of association, collective bargaining and staff
representation independent of management, which are asource of proposals, and ensures that employees’ fundamental
needs are taken into account in every host community.
Its application is overseen by a Group Director of Social
Development, who is also tasked with improving social dialogue
where it falls short of Group standards. This initiative is helping todrive steady progress, especially for production operators. In
addition, managers receive training in the legal aspects of labor
relations.
Compliance with Policy commitments is also verified by aninternal control process.

Restructuring is a fact of business life, an exceptional, yet incertain circumstances unavoidable, event that must be
undertaken to maintain the Company’s viability. It therefore has
to be managed responsibly, aligned with the three pillars of theGroup’s All Sustainable vision. In this regard, should restructuring
be necessary, the Group takes care to ensure that all of theaffected employees are accompanied in finding a new job, if theyso wish, while easing the impact on local communities with, inparticular, revitalization initiatives. In addition, Group policy
specifies that any project must be announced as soon as
possible and carried out in accordance with the procedures
negotiated with employee representatives.

(1) Net Promoter Score.

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In every country represented in the European and Global Works
Councils, meetings are periodically organized to share financial
and employee relations information with employee
representatives. Transparently explaining the issues so that they
are understood by all parties creates conditions conducive to
responsible dialogue during negotiations.
In Germany, reviews of plant performance and market trends led
to the decision to close certain facilities and wind down
operations. Implementation of the related projects, which havebeen discussed in detail with employee representatives, willcontinue in 2024 and 2025 with support plans for each of theemployees concerned. Particular attention is also being paid torevitalizing the impacted sites(1).
In the United States, the phase-out of tire manufacturing
operations at the Ardmore Oklahoma plant due to thetechnological obsolescence of the production equipment is being
accompanied by in-depth interviews with each impacted
employee so that personalized support plans can be defined foreach one. Particular attention is also being paid, with local
partners, to site rehabilitation(1).
An increasingly mature social dialogue process
and workplace sentiment in every operating region
In Western Europe, while conditions in the Passenger car andTruck tire markets have forced the Group to continuereconfiguring its manufacturing footprint, responsible social
dialogue has been constantly maintained with employee
representatives, so that everyone can work together to jointly
define the most effective procedures for implementing the
restructuring process.
The quality of social dialogue generally improved around theworld, and particularly in Europe, as seen in the findings of the2023 engagement survey.
Moreover, the health crisis and the geopolitical instability that
impacted every region of the world revealed a very deep social
cohesion across all our geographies, by strengthening ties
between local management and employee representatives.
Led by the Group Director of Social Development, a network oflabor relations managers from the Group's 15 leading
manufacturing host countries meet regularly to share the latest
information on employee sentiment and labor relations in theirunits, as well as best practices and local experience.

A social dialogue indicatorInternationally, employees are represented by the European
Works Council (CEEM) and the Global Works Council (MWC).
74% of host country organizations with more than
100 employees have an employee representative body(2).
● Total number of countries where the Michelin Group has
more than 100 employees: 31.
● Total number of countries represented on the European and
Global Works Councils: 23.
91% of employees are represented by an employee
representative body(2).
● Total number of Michelin Group employees: 126,628.
● Total number of Michelin Group employees in the countries
represented on the European and Global Works Councils:
115,492
Listening to employees via the annual
engagement survey
Employee engagement is an important driver of operational
excellence and the ability to meet the Group’s performance
objectives. Michelin has set the particularly ambitious objective of
becoming a world-class leader in this area by reaching andmaintaining an 85% employee engagement rate. Every year, theMoving Forward Together: Your Voice for Action survey measuresthe engagement rate and employee feelings about their jobs.

4

In 2023, the survey was conducted Group-wide for the eleventh
year running, with a 91% response rate that was two points
higher than the year before. Employee confidence in the survey
illustrates how managers are increasingly using it to support
dialogue in their teams and drive continuous improvement. The
credibility of the findings was also raised by the high response
rate, with more than 110,000 employees participating.
In 2023, the overall employee engagement rate rose by one
point, to 84%, with rates showing significant gains among
administrative employees and managers and holding steadyamong production operators. The improvement was achieved ina highly tense environment, roiled by inflation and supply chain
disruptions.
The survey also showed that the priority issues remained largely
the same as in 2022, i.e., (i) preparing employees for new
challenges; (ii) simplifying procedures and resolving
dysfunctions; and (iii) enhancing well-being in theworkplace.

(1) See section 4.1.2.3 i) Transparency: information concerning redundancy plans, job retention initiatives and retraining, placement and support programs during the year.
(2) Based on the consolidated workforce at April 30, 2023, when the Councils were set up.

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Encouraging employees to submit Progress Ideas

Encouraging intrapreneurshipFirst introduced in 1927, Michelin’s pioneering participatory
innovation process, known as Progress Ideas, offers every
employee the opportunity, spontaneously and at any time, to act
as an agent of continuous improvement across the Group bysuggesting solutions to improve a situation or solve a problem,
thereby contributing to the innovation dynamic. Managers are
expected to encourage their team members to submit theseideas and then make them a reality.

In the Innovation and Partnerships Department, the Michelin
Innovation Lab incubator offers a supportive environment,
open to the outside world, to any Group employee seeking to
explore new businesses around and beyond tires that could
make a lasting contribution to society in the future.
Launched in 2014, the intrapreunarial program is now open to
all employees in Europe, North America, China and India.
In 2023, it supported more than 100 ideas submitted fromacross the organization. Over 20 are currently in the incubation
stage, with objectives and a budget, with a view to becoming new
business activities.

The results attest to the success of the Progress Idea system in
the Group, with more than 19,000 employees submitting at least
one idea in 2023, or 27% of the workforce that had access to theprocess.

The MIL also supports employee skills development throughcoaching programs that encourage personal empowerment, risktaking (and therefore the possibility of failure), innovative thinking
and unlimited curiosity.

Of the total 38,116 ideas received in 2023, more than 16,145
were implemented during the year, delivering improvements
in areas of special interest to the Group, such as safety, quality,
working conditions, cost savings, diversity and the environment.

4.1.2.3 h) Offering fair compensation and benefits
Compensation, payroll taxes and other employee benefits
Employee benefits expense amounted to €7,401 million in 2023.

Group

Total employee
benefits expensein 2023 (in € millions)

Production
operators

7,401

2,850

For the entire Group, the allocation of employee benefit costs byfunction (wages and salaries, payroll taxes, etc.) is presented innote 7 “Employee benefit costs” in section 5.2 Consolidated
financial statements for the year ended December 31, 2023.
Ensuring that compensation reflects each employee’s
performance and level of responsibility
Michelin is committed to offering every employee compensationthat is personalized, fair and market-competitive, and that reflects
their individual performance and level of responsibility.
Compensation policies are implemented with a long-term view,
taking into account each person’s professional development, so
as to enable people to advance according to their aspirations andabilities and the needs of the Group. Compensation is also
carefully aligned with evolving market conditions and local
practices.
In every host country, compensation is competitively set andraised with a constant eye on achieving the right balance
between employee satisfaction and financial performance. The
Group’s variable compensation policy is designed to:● enhance its ability to attract and retain talented employees inevery host country;● empower and incentivize everyone to meet our growth
challenges;_246

Administrative
employees and Management
technicians
staff
2,656

Provisions andprovision reversals
for pension
obligations

Taxes andprovisions

16

428

1,449

● encourage collaborative working methods;● give everyone a stake in the Group’s earnings and sharecreated value more equitably.
Variable compensation comprises three bonuses:● a Group Bonus tied to how well the Group meets its People,
Profit and Planet objectives, which is granted to every Group
employee regardless of job position, business line, level of
responsibility or country;● a Team Bonus, based on shared objectives and indexed to
the Group’s financial results, which rewards collaborative
work practices and the alignment of everyone’s job
performance with Group priorities (does not apply to sales
forces and production operators);● a Special Bonus for sales forces and production operators.
Integrating CSR performance criteria into thecompensation of the Group’s 100 most senior executives

Tasked with helping to define Group strategy and its execution,
the Strategic Operations Group (GOS) comprises the Group’s 100
most senior executives, including the Managers, the members of
the Group Executive Committee (CEG) and the members of theGroup Management Committee (CDG).

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A significant portion of their annual compensation involves along-term incentive in the form of performance share rights, 40%of whose vesting criteria are based on the Group’s CSR
performance. The number of rights granted to each member
depends on his or her:▪ level of responsibility;▪ country of posting (or of origin in the case of expatriates);▪ individual performance against objectives,
managerial performance (I CARE model).

including

The performance condition is based on three closely related
criteria reflecting different aspects of Michelin’s People, Profit andPlanet strategy, which are presented in detail in Chapter 6 of the
Universal Registration Document, Investor relations (see section
6.5.4 Share grants and performance shares).
If all the performance criteria were fully met, these rights, whengranted, would represent no less than 20% of the fixedcompensation of these employees.
The GOS members’ short-term incentive, or Michelin Bonus,
comprises two components:● the Group Bonus, 20% of which is based on CSR criteria (TCIRand Scopes 1 and 2 carbon emissions);● the Team Bonus, which depends on each member’s choice ofshared objectives. At least 20% of the amount depends on a
CSR criterion, since every member has the objective of
increasing the proportion of women in senior management to20%.
Compensation for the Managers is described in section 3.3.2
Compensation policy: the Managers.
Guaranteeing a living wage for all employees

In 2020, Michelin worked with independent expert Fair Wage
Network to develop a methodology to analyze employeecompensation in the Group. Since 2021, it has been committed
to guaranteeing that all employees are paid a living wage, i.e.,compensation that is high enough to support a decent standardof living by enabling employees and their families to pay for food,housing, education, healthcare and other basic needs.
The system is based on the living wage benchmarks defined by
the Fair Wage Network for a family of four, comprising two adults
and two children.

In 2023, a review of Group compensation(1) found that all
employees are paid at least the equivalent of the living wage
benchmarks defined by the Fair Wage Network.
Also during the year, the process of earning Fair Wage Network
certification was undertaken, resulting in the award of Living
Wage Global Employer certification for all Group
companies(1) around the world.
Offering a variety of supplementary compensation
Depending on the country and local labor market practices,
employees may be offered various forms of supplementarycompensation. In France, for example, the 2023-2024
discretionary profit-sharing agreement renegotiated with thetrade unions is structured in two tiers:● the first defines the profit-sharing framework applicable byeach company;● the second defines specific profit-sharing criteria for eachplant or office, such as achieving production targets, reducing
energy consumption and ensuring product quality. These
profit-shares, which are paid in the first quarter of thefollowing year, can amount to up to 8% of an employee’ssalary.
Employee benefit policies reflecting Michelin’ssocial responsibility

4

Employee benefit policies are designed to support all employees
and their families at important moments in their lives.
In 2021, Michelin defined the Michelin One Care Program, apackage of basic social protection benefits to which every
employee is entitled. Roll-out of this program began in 2022, forscheduled completion in 2025. Michelin One Care reflects theGroup’s commitment to supplementing national systems to:● give every employee time to welcome a new child into thefamily;● protect employees’ families financially in the event of death;● facilitate healthcare for employees and their families.
This universal floor is supplemented by the enhanced, diverse
array of tailored employee benefit policies offered by each Group
company, which are regularly updated in response to socialchanges, local legislation and the economic environment.

(1) The 2023 campaign surveyed 100% of Group companies, representing 100% of Group employees, except for companies either acquired in 2023 (plus the four RLU companies) or in
the process of being sold.

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Protecting employees from the financial consequencesof an accident or illness

Enabling every employee to become a shareholder
on preferential terms

Michelin is continuing to deploy and upgrade systems tosafeguard employees, as well as their spouses and children,
against the potentially significant financial consequences of an
illness or an accident. In most countries, healthcare plans cover
medical expenses and insurance coverage guarantees an incomein the case of disability leave or death.

For the Group, increasing the percentage of capital held byemployees is a core process, which helps to strengthen theunique, business-critical role that everyone plays in realizing
Michelin’s strategic vision.

A wide range of proactive workplace health and safety initiatives
are being assertively deployed (see section 4.1.3.2 a), regularly
informing all employees, systematically monitoring employee
health, preventing and managing occupational illnesses andconducting public health campaigns on such topics as nutritionand vaccinations on-site.
Supplementing national pension systems

With life expectancy on the rise, national pension systems in a
growing number of countries may no longer be sufficient to meet
employees’ expectations. In response, in certain countries,
Michelin has implemented systems that support employees inbuilding up retirement savings.
For more details concerning Michelin pension plans, pleaserefer to Note 27 “Employee benefit obligations” in section 5.2
Consolidated financial statements for the year ended December
31, 2023.

By becoming shareholders, employees can directly contribute toand share in the value created by their Company, which iscommitted to ensuring the fair distribution of the value-added
generated by its operations.
For more than 20 years, the Group has regularly offeredemployees the opportunity, during a defined period, to invest in
Company stock on preferential terms.
Share ownership is a strong indicator of employee confidence in
the Group’s future and strategic vision, as well as a real-world
illustration of the “I am Michelin” transformation program.
As of year-end 2023, some 72,000 active employees, or morethan half the global workforce, were Michelin shareholders.
This represents an aggregate 2.10% of the Group’s issued capitaland offers a compelling demonstration of employee engagementin the Company.

4.1.2.3 i) Transparency: information concerning redundancy plans, job retention initiatives andretraining, placement and support programs during the year
FranceThe La Roche-sur-Yon plant

On October 10, 2019, MFPM announced its plan to close the
La Roche-sur-Yon plant in France before the end of 2020, which
would also have a direct impact on the semi-finished products
workshop at the Cholet plant.
An agreement on job retention initiatives was signed with amajority of trade union representatives on January 23, 2020 and
implemented on April 1, 2020. At that time, 613 jobs were
eliminated at the La Roche-sur-Yon plant and 68 in thesemi-finished products workshop at the Cholet plant.
As of December 31, 2023, 94 employees had opted for early
retirement, 126 had accepted a transfer within the Group and
482 had been outplaced. Of the employees who took retraining
leave with the support of an outplacement firm, 71% have founda job or started their own business and 1% are still being assistedby the firm in finding a job or starting their own business.

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A three-year revitalization agreement signed with the Frenchgovernment on June 30, 2020 will help to create 613 new jobs. By
year-end 2023, authorities had approved applications to support
685 jobs, of which 502 had been created.
Separately, Michelin began working with leading public-sector
stakeholders in the region to transform the site into a multipurpose center of excellence, combining manufacturing,
research and training activities focused on future-facing
technologies.
In 2023, Michelin acquired a founding 45% interest in ATINEA
SAS, which was set up to lead the transformation of the former
truck tire production site closed in late 2020. The €50 million
project is fully aligned with the Vendée region’s economic
development strategy. The new ecosystem is structured aroundsustainable mobility and the energies of the future. Already, forexample, a green multi-energy station is up and running on thesite, and in December 2023, Paris transit authority RATP
announced it would be home to a new national training centerdedicated to hydrogen-powered bus maintenance.

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and corporate and administrative operations

On January 6, 2021, Michelin announced the roll-out of a strategic
project to transition its operations in France over the 2021-2023
period, specifying that it would not entail any layoffs.
On April 27, 2021, Michelin and the unions signed the ADAPTFrance 21-23 framework agreement defining the support
measures for all impacted employees, whether they wished toremain with the Group or preferred to pursue their careers
elsewhere.
The agreement called for the negotiation of mutually agreed
annual severance packages (RCCs), which were to be used tosupport the changes in the workforce and jobs over the following
three years.
For employees who volunteered to leave the Group, support
measures included early retirement opportunities open to all
eligible employees and an outplacement program.
Under the 2021, 2022 and 2023 RCC agreements, 1,157
employees requested early retirement and 428 opted foroutplacement.
Transfer of unit assembly operations from the Poitiers plant
to the Bourges plant
On May 17, 2022, MFPM announced a project to transfer its unit
assembly operations from the Poitiers plant to Bourges in 2023,
without any loss of jobs.
The impacted employees were offered the opportunity totransfer to the Bourges plant to pursue the same job under thesame employment contract. Of these employees, 13 refused toamend their contracts, leading MFPM to consider dismissing
them for economic reasons.
An agreement on job retention initiatives was signed with amajority of trade union representatives on January 27, 2023 andimplemented on February 11, 2023.
As of December 31, 2023, three employees had opted for early
retirement and ten had been outplaced. Of the employees who
took retraining leave with the support of an outplacement firm,
30% have found a job or started their own business and 70% arestill being assisted by the firm in finding a job or starting their own
business.

Italy
In Italy, as part of the Group’s initiatives for the 2021-2023 period,organizational changes in the services business and the
production plants were supported by collective early retirementagreements concerning 102 people.
Germany: Karlsruhe/Trier/Homburg plant
On November 28, 2023, Michelin announced that it would phaseout production at its plants in Karlsruhe and Trier, Germany, as
well as the manufacture of new tires and semi-finished productsin Homburg. In addition, the Customer Contact Center will betransferred from Karlsruhe to Poland. A total of 1,532 employees
will be impacted by these operations, which should be completed
by the end of 2025.
The decision was prompted by the growing competition fromlow-cost truck tires and the German operations’ lack ofcompetitiveness in European and export markets.
Michelin’s priority is to offer a comprehensive range of measures
to individually support each of the impacted employees as theyseek new career opportunities. Discussions are still underwaywith the works councils and the IGBCE union concerning
deployment of the shopfloor changes and the future use of theformer sites.
Michelin is engaging with its partner communities to explore
every option for converting the impacted sites to support thecreation of new jobs.

4

By the end of 2023, 94 jobs had been created on site, including
14 at CTIP, the company managing the innovation park.
Rehabilitation work is underway, particularly on the innovationhub, which in coming months will welcome a large number ofcompanies, employees and researchers.
United Kingdom: Marfleet/Hull plant
On December 13, 2022, Fenner Dunlop Engineered Conveyor
Solutions announced the closure of its Marfleet/Hull plant in
2023, which affected 70 jobs.
A significant proportion of the plant’s business involved sales to
Russia, which have since been halted by the war in Ukraine.
An employee support plan, including financial compensation andaccess to outside retraining and recruitment services, wasnegotiated and accepted by the employees.
After ceasing production in September 2023, the Marfleet site willbe transferred to new owners in 2024.
A full 80% of employees had access to a comprehensive training
program, and 85% of them changed jobs or retired.

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United States: Ardmore, Oklahoma plant
On October 26, 2023, Michelin North America announced that it
would wind down tire production at its plant in Ardmore,
Oklahoma, which will impact around 1,400 people. Rubbermixing operations are, however, expected to continue.
This decision was informed by shifting markets and the profoundtransformations in the North American market, as well as by theinability of the plant to deliver tires at competitive costs to meet
evolving demand. The phase out should be completed by theend of 2025.
In line with its values, Michelin is committed to supporting
employees, the community and its partners throughout thetransition. Specific details were discussed directly with employees.
Going forward, Michelin will offer retention bonuses andoutplacement services to achieve a smooth transition for
employees and customers. When staffing reductions begin in
2024, employees will be offered a combination of early
retirement, separation benefits and financial incentives forrelocation support. The Company will work closely with public andprivate sector partners to explore new uses for the site, in thebest interests of the community and our employees.
Michelin will support the creation of local jobs in the Ardmore
community.

4.1.2.4 Supporting employee growth and development

SDG 4.3, 4.4 and 4.5.

As part of its All Sustainable strategy, the Group has to attract
and retain new talent to protect its independence and continue
to innovate.

Employee Development, Employee and Team Compensation,
Diversities & Inclusion, Employee Relations, Health, Safety andQuality of Worklife, and Anti-Harassment.

In response, the Corporate Personnel Department (DCP) strives
to foster an environment in which employee growth anddevelopment are embedded in the heart of the Michelin saga (viathe Manufacture des Talents, for example).

The front-line outcomes of these policies are primarily measured
by the annual employee engagement rate, as determined by thefindings of the global "Moving Forward Together" survey. With asurvey response rate of 91%, the engagement rate stood at 84%
in 2023, a one-point year-on-year gain that attests to the trustthat has been forged between the Group and its employees over
the years. The target engagement rate is 85% in 2030.

It is tasked with ensuring that:
●

●

●

●

the requisite skills and talents are available to the Company
in the right place at the right time,
employees have access to a full range of resources to growprofessionally (a skills management system, development
solutions, etc.) and boost their employability,
the employee development process is focused on acquiring
leadership and behavioral skills,social dialogue is consistently high-quality.

The Department upholds the values of respect, diversity andinclusion and the equal treatment of all employees, in particularby ensuring compliance with the seven personnel policies: Hiring,

Every unit has a Development Partner reporting to the Corporate
Personnel Department and supported by the unit’s line
managers and Competency Managers. Employee support anddevelopment processes are based on the Group-wide Workday
HR information system.
Workforce overview
The number of employees was virtually unchanged in 2023,
ending the year at 132,496 people(1).

(1) Including the dealership networks and recently acquired companies.

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NUMBER OF EMPLOYEES AT DECEMBER 31, 2023(1)Africa, India,
Middle East North America South AmericaAsia(excluding
India)

Group total

EuropeEMPLOYEES ON PAYROLL, consolidated companies, under any form of work contract, excluding temp agency workers
2023

8,295

26,082

8,363

23,21366,543

132,496

2022

8,258

24,8708,290

23,55067,245132,213

FULL-TIME EQUIVALENT EMPLOYEES OF CONSOLIDATED COMPANIES, excluding interns, work-study trainees, apprentices and temp
agency workers
2023

8,211

24,8107,464

22,50162,008

124,994

2022

8,216

23,797

7,474

22,656

62,774

124,918

Employees by gender at December 31(1)

2022

2023

Men

80.4%

80.1%

Women

19.6%

19.9%

(1) In the consolidated companies, under any form of work contract, excluding interns, work-study trainees, apprentices and temp agency workers.

Employees by category at December 31(1)

2022

2023

Production operators

62.3%

61.9%

Administrative and technical staff and supervisors

7.1%

7%

Management staff

30.5%

31.1%

4

(1) In the consolidated companies, under any form of work contract, excluding interns, work-study trainees, apprentices and temp agency workers.

4.1.2.4 a) Human resources planningand development
For the new skills development process to work, units andemployees should be informed and advised about the talents
and skills needed both immediately and over the next three tofive years. This means accurately foreseeing both the emergenceof new professions, jobs and skill-sets and the ways in which they
will inevitably evolve in response to the ever-faster transformationof our ecosystem.
The ultimate goal of the Strategic Workforce Planning (SWP)
process is to have the right number of skills in the right place at
the right time and at the right cost, so that Michelin can realize its
ambitions in current and future markets.
Aware of these challenges, Michelin implements a SWP processthat consists of identifying the Group’s skills and workforce needs
over a five-year period and recommending action plans toaddress them with hiring, reskilling and upskilling solutions.

Led by the Competency Managers, the process is carried out inthe form of a project in response to a specific problem posed, forexample, by a new organization, significant changes in a job familyor skill needs, or a strategic issue raised by the Group Executive
Committee.
AGE PYRAMID(2)≥65 years

0.5%

55-64 years

11.1%

45-54 years

24.9%

35-44 years

31.6%

25-34 years≤24 years

25.5%
6.4%

(1) The sum of the figures rounded up or down to the nearest whole number generates a one-FTE difference.
(2) Concerns all employees except Group managers and senior managers, InTouch classification.

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After two years of intense recruitment, in 2021 and 2022, hiring
declined in 2023, primarily among production operators and inregions (North America, Central Europe and Asia) that had
experienced periods of high turnover and/or ramp-up.

SENIORITY(1)23.3%> 20 years
15-20 years
10-15 years

14.2%

5-10 years
2-5 years≤ 2 years

Michelin consistently prefers to promote from within. As of2023, 68% of people in management have come up throughthe ranks and have been promoted one or more times after
their induction period. In addition, potential reviews serve as abasis for effectively managing the people most likely to progresswithin the organization.

12.0%

19.2%

Employee movements as of December 31, 2023

13.9%

NEW HIRES

17.3%

New hires under permanent work contracts.

4,601

Contract employees
The number of contract employees declined in 2023, to 2.5%of full-time equivalent employees, compared with 3.9% in
2022 and 4.1% in 2021.

3,305

Temp agency workers
The number of temp agency workers declined in 2023, to
1.09% of employees on payroll.

4.1.2.4 b) Employer appeal, promoting from within,team succession plans

1,273
630

The new hiring policy introduced in 2018 reaffirmed the following
vision: “The MICHELIN Employer Brand is a factor ofdifferentiation in hiring the people the Group needs, in addition
to promotions and transfers from within the organization.”
In 2023, each of the nearly 10,643 people hired underpermanent contracts during the year attended an induction
program that guided them through their first days on the job andgave them first-hand insights into Michelin’s culture and history.

North
AmericaSouth
America

EuropeAfrica,India,
Middle East

834

Asia,
Australia,
China

In all, 10,643 people were hired over the year, of whom morethan 29% were women.

SEPARATIONS BY REASON

Separations in 2023
Group

Resignation

Dismissal/
termination bymutualagreement

Retirement

Death

Total

3,188

5,565

1,324

128

10,205

Scope: Employees under permanent work contracts, excluding the dealership networks and recently acquired companies.

The three main reasons for separation are dismissals and terminations, resignations and retirement.
In all, the Group’s attrition rate stood at 9.8% for the year.

(1) Concerns all employees except Group managers and senior managers, InTouch classification.

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4.1.2.4 c) Employee growth and development
A core component of the employee development policy, job
mobility is now defined as a “differentiating factor needed to fulfill
the Group’s strategic vision. It is an indispensable lever for developing
people, enriching their experience and improving their ability to takeon broader responsibilities, for their own benefit and for the benefit of
the Group.” Offers of job mobility are based on potential reviews
that assess behavior, results and skills.
The system deployed since 2018 ensures that employees are
fully and transparently informed of the performance standards,
development aspects and mobility opportunities for a given
posting or job, in alignment with the needs of the Group’s
organizations and business lines and their own personal aspirations.
Team succession plans are now being managed by the teamleader, and “underwritten” by the Personnel Department in
a support role. As a result, keeping everyone aware of job
vacancies is the cornerstone of the Job Posting process, which is
now being deployed across the Group as part of the Workday
human resource information system.
In addition, a continuous skills development process has been
introduced with three objectives:● ensure that the person has the critical skills required for thejob, thanks to certification by their manager;● enable the person to improve their job performance, so as toincrease their contribution to the performance of their teamor unit;● guide the person in their career development and offer them
opportunities to move to a new posting, job or job family.
Employee growth and development are at the very heart ofMichelin’s Purpose and the Group strongly believes thatsuccessfully adapting to changes in the workplace depends on its
ability to prepare employees for the jobs of tomorrow. Thismeans continuously reassessing jobs and skills needs, while
enhancing people’s employability to sustain the Group’s
performance.
This process is structured by regular performance reviews(1)for more than 90% of employees, while a career development
system based on People Reviews concerns more than 73%(2).
In response to today’s volatile, uncertain, complex andambiguous world, Michelin has set up a talent campus to support
employees in their career development or retraining. Known as
the Manufacture des Talents, it enables people to cultivate theirlifelong-learning mindset, while helping to enhance theattractiveness of the Group’s host communities and improvetalent retention with the promise: “We’re here to help, but thejourney is yours.”

Manufacture des Talents campuses will eventually be set up in
every operating region. The first, which opened in 2022, is a2,500 sq.m space in Clermont-Ferrand, France that offers
Michelin employees a unique learning experience focused on
innovation, excellence and inclusion, built around both training
courses (job skills and practices) and services (career guidance,etc.).

4.1.2.4 d) A division of roles to support the process
Michelin is committed to “enabling every employee to take an activerole in managing their career and professional development, with thesupport of line managers”.
Each team has been assigned a Local Development Partner anda network of Local Competency Managers, who all work together
with team managers to cover the risk of a skills gap:
● the Development Partner, each team’s initial contact
person, whose primary mission is to support managers inleading the personal and professional development of theirteam members. In terms of risk management, they ensurethat Group policies are effectively applied on-site, at the frontline. Depending on the circumstances, they are qualified to
examine any Personnel-related appeals or requests;● the Competency Manager, who is an expert both in skills
management and in their job family. They support thedevelopment partners in ensuring that the new skills
management system is being properly deployed and used bymanagers and employees.

4

4.1.2.4 e) Enhancing skills through training
Investment in employee growth and development in 2023
remained close to that of the prior year. Group employees
completed 4.65 million hours of training during the year.
The percentage of training hours per total hours worked came toan estimated 2.45%, compared with 2.42% in 2022. The numberof hours delivered online was stable, at nearly 820,000 over theyear. With an average of 41.6 hours of training per employee,
the Group amply exceeds industry standards, in a clear
commitment to investing in the employability andadaptability of all its employees. The Learning & Development
function comprises 1,055 full-time professionals, of whom
more than half are dedicated to training production operators.
The “InTouch Learn” learning management system lets
employees directly access both global and local training courses
and content. Managers are automatically informed when one of
their employees signs up for a course. Everyone is therefore free
to choose the courses they need, in compliance with local rules.

(1) Frequent feedback interviews for categories 1 to 4, InTouch classification.
(2) Applies to all employees except production operators.

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4.1.2.5 Encouraging employee and corporate engagement in local communities
SDG 8.3, 10.2 and
11.4.
Michelin believes that the relationships with all its
stakeholders, especially the communities near its facilities,
are of paramount importance. As part of this holistic vision, theGroup is involving all of its suppliers in the community
engagement process, requiring them to meet its own highstandards and supporting them through outreach.
The Group is also deeply involved in developing andpromoting its host communities, by respecting andaddressing their expectations and interests. This commitment
is manifested in job creation initiatives, training programs, asignificant proportion of local sourcing, the payment of local
income and other taxes, support for the preservation of each
community’s natural and cultural heritage, and financial support
for projects led by NGOs, associations and other players.
These actions significantly enhance Michelin’s impact in all its
locations, thereby contributing to initiatives undertaken toprevent the risk of diminished attractiveness as an employer.
To coordinate these objectives more effectively, the Group hasorganized four major worldwide action programs: Michelin
Volunteers (formerly known as Local Community Engagement),
Michelin Development, skills-sharing and the Michelin
Foundation.

4.1.2.5 a) Supporting local jobs and businesses
with Michelin Development

MORE THAN
42,000jobs created with the support ofMichelin Development, of which

31,000IN FRANCESINCE 1990
Supporting local companies with expertiseand funding
Michelin is actively involved in creating jobs through its Michelin
Development business. The only organization of its kind with auniquely flexible approach, Michelin Development provides
local companies with expertise and technical support in a wide
variety of areas, including industrial organization, workplacesafety, energy efficiency, information technology, the supply chain
and more.
This support can be backed by funding in the form of subsidies orfive-year, low-interest, collateral-free loans, designed to create
leverage with individual or institutional investors, thereby kickstarting a dynamic process of local job creation.

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The start-ups supported in 2023 covered a very diverse array ofbusinesses. Projects in any industry are eligible for support
as long as they are sound and their champion is competentand motivated.
Over the past 30 years, Michelin Development has helped tocreate more than 42,000 jobs in France, Spain, Italy, the United
Kingdom, Canada and the United States.
A sustained, active presence in local labor markets
in France
Since it was formed in 1990, Michelin Development has helped tocreate more than 31,000 jobs in France.
Most of its activities involve spontaneous support for local jobs. In
2023, 85 agreements were signed engaging Michelin to support
the creation of 984 jobs in local companies, backed by the
granting of around €2.5 million in loans and subsidies. In 2023,
Michelin Development refocused on communities with the lowest
employment rates, so that it could offer more impactful support
to companies where it was most needed.
Over the year, a little under half of its financial commitments werededicated to production plants being reorganized that werecovered by a revitalization agreement. The closure of the
La Roche-sur-Yon plant in late 2019 was supported by arevitalization agreement to create 613 jobs, of which 500 had
been filled by the end of 2023.
During the year, the supported SOHOs and SMEs createdjobs in a very wide variety of sectors, including:● In the Cher region, several associations spearheading local
inclusive labor market initiatives have joined together in asocial solidarity consortium (GESS) to improve theirperformance by pooling their administrative, financial,training
andmanagement
departments.
Michelin
Development is supporting the project by subsidizing thehiring of business, technical, quality and partnershipmanagers capable of securing sustainable growth in the
consortium’s revenue from manufacturing and businessservices, which has risen by 15% a year since 2019, excluding
the COVID period. This direct involvement in job creation is
also helping to improve supply-demand alignment in thelocal job market, while lifting around a hundred people a year
out of vulnerable situations.
● In the Morbihan region of Brittany, Michelin Development isworking with the Acsomur association, as part of a zero longterm unemployment zone program (TZCLD), to support thestart-up of an EBE social solidarity company focused on
creating jobs in the city of Vannes. Approved by the French
Ministry of Labor, the project is enabling people alienatedfrom the workforce who live in the disadvantaged Ménimur
neighborhood to gradually regain their confidence in a
supportive environment.

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Sustainable Development Report● In addition to an existing agreement, Michelin Development
and France Active Auvergne are leading a three-year trial
program aimed at creating 180 jobs at a cost of €270,000.
The program extends Michelin Development’s reach andstrengthens its contribution to economic growth bysupporting projects that create at least five permanent jobs.
In both the Puy-de-Dôme and Haute-Loire labor markets, thepartners’ shared commitment is to drive the emergence of
new projects, foster entrepreneurship and consolidate andcontribute to the creation of new jobs in the two regions. For
Michelin Development, the partnership is a structural vector
for enhancing the appeal of its host labor markets andmaximizing its jobs impact.
● Michelin Development helped to create L’Abel Initiative, thefirst EBE in the Vosges region, by providing technical support
and funding to the TZCLD association in Thaon-Vincey. In
addition, Michelin Development signed a partnershipagreement with L'Abel Initiative to subsidize the creation of
the first 30 new jobs with a grant of €30,000. The new
employees, based in three facilities, were offered a variety ofjobs, such as shoe sorting, fabric cutting for industrial wipes
and woodworking (carpentry, Christmas decorations, etc.).
Applying a similar approach in many countries
Since 2002, similar organizations have been set up in othercountries.
In Spain, Michelin Development’s operations are managed by
Fundación Michelin España Portugal, which supported the creationof 18 jobs in four companies in 2023. Since 2004, Michelin
Development has committed more than €8.7 million in Spain,
enabling the creation of 4,500 jobs in more than 700 companies
based in labor markets around the Group’s four Spanish plants.
In Italy, Fondazione Michelin Sviluppo (FMS) was especially active in
2023 in forging and strengthening ties with local stakeholders,such as incubators and manufacturers associations. Its
engagement, both as sponsor and/or jury member in specializedcompetitions, enabled it to showcase the start-ups in its portfolio.
No new projects were approved during the year, but
preparations were made for 2024.
In all, around 2,500 jobs have been created since 2005 and some
€2.4 million in direct funding has been granted to 334 approved
applicants.
In the United Kingdom, following the announcement inNovember 2018 that it was phasing out tire production at its
Dundee plant, Michelin approached local public authorities with aplan to co-construct an ambitious project to transform the site.
In December 2018, a memorandum of understanding was
signed between Michelin, Dundee City Council and Scottish

Enterprise, Scotland’s national economic development agency. In
June 2019, the three parties became equal shareholders in a newcompany, Michelin Scotland Innovation Parc (MSIP), which
acquired the Dundee site’s 32 hectares of land and buildings on
January 1, 2021 with funding provided equally by the Scottish
public authorities and Michelin.
Since then, facilities have been leased to 14 public and privatesector companies, with the creation of net 35 jobs bringing thetotal number of jobs on the site to 188. The objective remains tocreate as many jobs on site by 2030 as when tire production was
terminated.

4.1.2.5 b) Participating harmoniously in local
community life through our employees
Michelin is pursuing its long tradition of social engagement, with awide range of philanthropic and community outreach initiatives
conducted locally and regionally by the plants, the country
organizations, the Regions and, since 2014, the Michelin
Foundation.
The Michelin Volunteers program reflects the Group’scommitment to encouraging volunteer work in community
outreach initiatives, to foster engagement, pride and thedevelopment of new, non-job related skills. The Group-widetarget of 20% of employees involved in such initiatives in
2030 is closely tracked by a new reporting process, based on
an internal web platform whose easy access from any Michelin
facility simplifies data acquisition and consolidation.

4

Participation again climbed sharply in 2023, with close to
19,700 employees engaging in voluntary initiatives in every
region of the world. Compared with the nearly 10,900
participants in 2022, the strong upturn attests to employees’
enthusiastic embrace of the revised policy. During the year, themain initiatives concerned health and community outreach (29%of projects) and education (26%), followed by environmental
protection (12%), sports (9%), inclusion and culture (7% each).
In all, Michelin employees donated around 8,600 days to projects
in local communities around the world. Examples include:● a road safety initiative in partnership with the Shanghai police
in China, in which 200 Michelin employees volunteered totalk with and raise the consciousness of road users;● training courses in a variety of skills, from management tosustainable development, for young farmers in southern
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Sustainable Development Report● a project to renovate restrooms in a kindergarten andelementary school in Thailand’s Chonburi province;● nature workshops in association with the Auvergne Regional
Nature Conservancy (CENA) to preserve biodiversity inFrance.
In addition, €2.6 million was donated to local communities
during the year, of which the majority was allocated tohealth and outreach projects.

4.1.2.5 c) The Michelin Foundation: demonstrating
our corporate culture and values€10.8 MILLION
allocated in 2023 by the Michelin
Foundation to

77 PROJECTSIn November 2023, the Michelin Corporate Foundation's
mandate was renewed for another five years, in a reaffirmation of
the Michelin Group’s dedication to acting as a good corporate
citizen and its commitment to pursuing its philanthropic andoutreach initiatives in regional and global communities.
As part of the Group’s corporate social responsibility, and inaccordance with its purpose and values, the Foundation has
defined a new strategic vision that will guide its actions in coming
years and strengthen its positive impact for the common
good. Areas of focus will include future-facing jobs, equal
opportunity and inclusion, healthy living and eating, sustainablemobility, forest biodiversity, collaborative social models andregional development.
Already in 2023, a number of these Foundation-supported
projects illustrated the new areas of action for the 2024-2028
period.
Future-facing jobs

The Viva Fabrica Foundation (under the aegis of FACE(1)) is
creating and leading annual nationwide events to change
perceptions and encourage the embrace and inclusion of all
kinds of people in manufacturing professions. In 2023, 18,000

people, including 6,000 middle school students, visited these gettogethers.
Inclusion and equal opportunity

Libraries Without Borders is developing Bonjour France, a new,free digital French language learning application designed
specifically for refugees and immigrants. Ten new workplace
health and safety training modules will be added to help Arabicspeakers to learn French quickly in ways that can be used
immediately to enter the job market (note that there are four
million native Arabic speakers in France).
CeCler is supporting the mobility of refugees as they enter thejob market in the Auvergne-Rhône-Alpes region and managing
mobility solutions to enable people to return to work in the rural
areas of the Puy-de-Dôme region. The program hopes to offer
appropriate mobility solutions to 50 people.
Healthy eating and living

ASM Omnisports’ initiatives are fostering social inclusion foreveryone through sports, while sharing best practices for ahealthy, well-adjusted lifestyle. In one example, kitchen-truckcooking workshops held on October 18, 2023 at ASM
Omnisports in partnership with the Les Insatiables (Groupe SOS)
association gave some 60 budding young athletes a taste of ahealthy, balanced diet.
Forest biodiversity

WWF Brazil is maintaining biodiversity in the Amazon rainforest
by developing alternative deforestation-free business models for
local communities. The social and environmental impact
concerned 522 families or 2,600 people in 2023, when, in
addition, a forest conservation reserve was extended to
1,380,000 hectares.
Regional development

Clermont Auvergne Opéra – On stage!: supporting thecreation of an inclusive musical comedy involving around 15
amateur singers with various disabilities, to demonstrate thattalent knows no handicap. The five performances in the Auvergne
region in June 2023 were a huge success, with 1,535 spectatorsand the production of a documentary by Centre France entitled“En scène, dans les coulisses du spectacle.”
These projects are described on the Foundation’s website,
fondation.michelin.com/en/(1) FACE is a French state-approved umbrella charity that brings together public, private-sector and associative stakeholders to combat exclusion, discrimination and poverty.

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4.1.2.5 d) Addressing the risk of potentiallynegative impacts of our business on local
communities
While its plants and other facilities deliver benefits to local
communities, the Group is aware that they can also havepotentially negative impacts.
In 2019, action principles designed to prevent any risk of anegative impact on local communities were defined based onfour situations: building a new production plant, production
plants in operation, closing a production plant and buying andmanaging rubber tree plantations. Key principles include
identifying possible negative impact risks, deploying remedialaction plans, maintaining dialogue with neighboring stakeholders,introducing a complaints mechanism, focusing on hiring locallyand training people in the local community. The document was
prepared with input from a variety of stakeholders, including
WWF France.
One outcome is that new plant construction projects now include
local community impact studies, covering such areas as access toland, respect for the community’s cultural heritage and free, priorand informed consent of communities. Independent studies ofthis type have been performed in India, Indonesia and Mexico,
resulting in recommendations that were followed by the Group.
In Mexico, for example, before construction began on a new tire
plant, the study found a risk concerning land rights in the local
community. The Group then determined that it had the legal rightto acquire the land and made sure that the project was
beneficial to local economic development. In particular, it helped
to finance the renovation of local public infrastructure and thecreation of a vocational school.

4.1.2.5 e) Making a public commitment tosupporting sustainable mobility
Transitioning to a low-carbon economy, including low-carbon
mobility for people and goods, requires systemic change at every
level of society. The challenges are collective by nature, involving
international institutions, national and local public decisionmakers, civil society and the private sector. This is why Michelin
has long been committed to bringing together a wide range ofstakeholders around such sustainable mobility issues as
minimizing its environmental footprint (GHG emissions, noise andair pollution), optimizing its operating efficiency, protecting
people’s health and safety and ensuring universal access(1).

In 2023, Michelin maintained its active commitment to various
major global institutional partnerships, and is now
internationally recognized as one of the leading championsof sustainable mobility, even in areas outside its core tirebusiness.
● For example, the Group is proud to be the only private-sector
representative on the steering committee of the
Sustainable Mobility for All (SuM4All) consortium, a major
initiative to support countries in the Global South, led by theWorld Bank and involving a number of UN agencies andmultilateral development banks.
● Michelin also expanded its role in the Transport
Decarbonisation Alliance (TDA), a coalition of the “3 Cs”(Countries, Cities/Regions and Companies) currently chairedby the state of California, which is advocating for real-world
collective solutions for a net-zero emissions transportationindustry by 2050.
● Michelin also pursued its active support for the Sustainable
Low Carbon Transport (SLOCAT) platform, as the industry’s
focal point for the UNFCCC(2), tasked with organizing theparticipation of non-state transportation stakeholders insuccessive COPs. Over the years, SLOCAT has become one of
the Group’s leading partners in the international arena.
In 2023, Michelin further raised its global profile insustainable mobility issues, with invitations to speak at anumber of headline international events during the year,
such as the annual Transforming Transportation Summit
organized by the World Bank and the 2023 International
Transport Forum in May, where the Group participated in around-table on the transportation industry and the circular
economy. At the COP28 Conference in Dubai in late November
and early December, Michelin was represented through SLOCAT
and
other
partners.
TheGroup
supportedthe#FossilFreeTransport initiative(3) and participated in a United
Nations Global Compact France Network Round Table on thecontribution of Compact member companies to climate change.

4

In 2017, Michelin created the Movin'On ecosystem, which itleads alongside around 30 member companies bringing
together more than 300 public and private stakeholders.
Movin'On is the world’s leading international platform forbusiness-led, multimodal, cross-sectoral, ecosystem-driven
innovation. It is dedicated to enabling the emergence of realworld solutions and fostering the behavioral changes that
support the sustainable mobility the planet needs.

(1) Initiated in 2017 by the World Bank-led Sustainable Mobility for All (SuM4All) consortium, this definition of sustainable mobility based on four policy goals (universal access/efficiency/
safety/green) is now a global benchmark.
(2) The United Nations Framework Convention on Climate Change, which is responsible for implementing the Paris Agreement on Climate Change adopted in 2015 at COP 21.
(3) A call to double the share of energy efficient, fossil-free forms of land transport for people and goods by 2030, by focusing on shifts to public transport, walking, cycling and rail
freight, as well as electric vehicles and railways.

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Throughout the year, the Movin'On ecosystem reviewssustainable mobility issues and organizes physical and online
events to move its projects forward. In 2023, Movin’On
represented:● the collective contribution of 15 Communities of Interest to
the most urgent sustainable mobility issues;● the creation of the Movin'On Leadership Day in Brussels, acatalyst for engagement among the ecosystem’s more than
180 members;● the organization of four Movin'On Impact events, attended
by more than 600 people in Montreal, Paris, Antwerp and
Broward County, Florida;● the release of nine new episodes of Mobility Stories, thesustainable mobility podcast channel, bringing the total to 29.
About Movin'On Communities of Interest
Communities of Interest are working groups that bring together
several ecosystem stakeholders. They investigate a common
chosen sustainable mobility topic, develop a shared vision andexperiment new mobility solutions together.
To find out more, please visit the Movin’On Connect website
at https://www.movinonconnect.com/● the “Movin’On Inside” talk show dedicated to sustainablemobility, whose three episodes were watched by more than
150,000 people;_258

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4.1.3 Employee and contractor health, safety and security

Risks related to the health and safety of employees and contractors
Michelin directly employs more than 132,400 people worldwide and also uses temporary employment agencies and subcontractors.
These people work in a very wide variety of environments, both in industrial facilities – where they use machines and equipment
ranging from manual to automated, depending on the type of product manufactured and the model of the machines – and inlogistics and services operations and dealerships.
Given the nature of our business, Group employees and temporary agency workers face a very diverse array of risks and obligations,depending on whether they work in a production plant or an office, on the road or behind a desk. For example, shopfloor employees
are exposed to risks related to:● site equipment and organization (mechanical and electrical risks, installation ergonomics risks);● the general working environment (heat, working at heights, psychosocial risks, and exposure to country-specific risks such aspolitical instability, terrorism or kidnappings);● exposure to chemicals;● industrial accidents and natural disasters;● handling tires.

4

Office-based, itinerant and sales personnel are exposed to:● business travel risks (accidents and health risks);● psychosocial risks.
These risks can affect the health, well-being and sometimes the physical integrity of Michelin employees and other people who workin Group facilities. They are addressed by applying dedicated preventive and mitigation measures.

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Employee health and safety governance
The Employee Health and Safety Governance body is chaired by
the Executive Vice President & Chief Personnel Officer and cochaired by the Executive Vice President, Manufacturing, who areboth members of the Group Executive Committee. Led by theGroup Health Coordination Director, the body also comprises
standing members representing:● Corporate Departments: Planning, Prevention andProtection, Internal Audit, Risk Management, Internal Control
and Quality, Legal Affairs and Sustainable Development andImpact;● Operational Departments: Manufacturing and Supply
Chain;● Business Lines: High-Tech Materials and Distribution.
The Governance body meets twice a year. It determines therelated policies, objectives and strategies, and ensures thatappropriate resources are allocated to drive the timely, successful
completion of the action plans defined and deployed to meet theobjectives.

4.1.3.1 Engaging in health, safety and quality of worklife policies
In full alignment with its fundamental value of respect for people,
Michelin is actively deploying a comprehensive range of health,safety and quality of worklife policies, as described in:● the 2023 Health and Safety Declaration;● the 2018 Health, Safety and Quality of Worklife Policy, theupdated version of the Health Policy;● the 2022 Environment,
Guidance Letter.

Prevention

andSecurity

The Health and Safety Declaration states that “above all else,
Michelin’s wish is to ensure safe and healthy conditions foreveryone working in the Group.” For Michelin, these conditions
include the physical and psychological well-being of employees,
the quality of the working environment, and a healthy work-lifebalance.
These commitments are based on the recommendations
issued by key international organizations, such as the UN,
the ILO and the OECD, and prevailing standards andlegislation, including ISO 26000 and the French Commercial
Code.
The Health, Safety and Quality of Worklife Policy defines theGroup’s fundamentals and vision, in alignment with its
transformation objectives for 2030 and 2050.
The Environment, Prevention and Security Guidance Letter
specifies the short- and medium-term targets for fulfilling thatvision, while setting the guidelines that every unit must follow. The
scope of reporting does not include newly acquired companies
being integrated into the system, where Group procedures arebeing deployed through a dedicated process.
The Group’s risk management procedures are also being applied
to employee health, safety and well-being, as part of a disciplined
continuous improvement process.
The policies are set out and implemented through theEnvironment and Prevention Management System, which isbased on the international ISO 14001 and ISO 45001
standards. Its application by every employee on every site acrossthe Group (with the exception of companies not yet fully_260

integrated into the system) is delivering consistent outcomes andcontinuous improvement in performance. The various risks andopportunities have been identified and their impacts assessed.
Prevention, protection and response procedures have been
defined and implemented and are periodically assessed to
manage their impacts.
Every Michelin facility is staffed with risk prevention professionals,
such as OSH experts, ergonomists and hygienists, and healthcare
providers, like doctors and nurses.
These professionals share best practices and leverage acquired
experience at a regional, national and Group-wide level, as part ofa continuous improvement process.
In the production operations, the Environment and Prevention
Management System is an integral part of the operational
excellence fundamentals of the Michelin Manufacturing Way(MMW) management system, which identifies and promotes
good manufacturing practices.
In this way, a full array of improvement drivers are being activatedacross the organization. Mandatory training courses andprograms are helping to instill a culture of vigilance,engagement and alertness in every employee, both forthemselves and for others. The emphasis is on encouraging
employees to embrace and demonstrate this culture ofsafety in the workplace (see section 4.1.3.2).
Improvements are guided by specific indicators. To manage risks,effective working methods, rule procedures and practices havebeen defined and are verified by an internal control process.
In recent years, a prioritized risk map has been created, based ondata from standardized risk assessments conducted for every
workstation.
Priorities in the annual or multi-year action plans are set basedon field data and the Group’s objectives and targets. The plans
are supported by programs to drive continuous improvement
both in existing equipment and processes and in the design of
new equipment and processes.

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4.1.3.2 Safeguarding employee health
According to the World Health Organization, “health is a state ofcomplete physical, mental and social well-being and not merely
the absence of disease or infirmity.”

To supplement the general protection measures against
chemical risks, employees systematically wear personal protective
equipment at workstations deemed at risk(1).

This definition underscores that the concept of health now
exceeds the simple absence of any disorders and that physical,
mental and social factors play an important role in fostering astate of well-being. In particular, mental health is increasingly
becoming an area of concern.

A documentary watch is in place to track changes in productknowledge, potential hazards and classifications and to upgrade
protection plans accordingly.

The initiatives undertaken worldwide in alignment with the
Health, Safety and Quality of Worklife Policy are designed tonurture a general sense of well-being across the Group.

4.1.3.2 a) Systematically monitoring employee
health, to prevent and manage
occupational illnesses
A majority of employees are under the care of an occupational
physician, in accordance with local legislation. Medical check-ups
are offered to expatriate employees before and during their
expatriation.
In the regions and large European countries where the numberof Group employees and national legislation warrant a local
approach, health coordination committees are helping to aligncare systems and the roll-out of the Health, Safety and Quality ofWorklife recommendations.
Initiatives to prevent and detect occupational illnesses primarily
concern the risks related to lifting, repetitive stress, physicalexertion, noise exposure and chemicals.
Occupational illnesses are reported every year to help guide
remedial action plans. The Group’s definition of occupational
illness depends on each host country’s legislation.
The majority of the recognized occupational illnesses occurring
Group-wide are associated with job-related physical activity. The
program to improve workstation ergonomics is helping inparticular to reduce the occurrence of musculoskeletal
disorders.

4.1.3.2 b) Safeguarding health and ability to work
To protect employees from impairments in health or the inability
to work, the programs to attenuate occupational risks are also
supplemented with local health education initiatives andpublic health campaigns.
These programs are designed to instill healthy behavior in
employees, both on and off the job. Examples include:● introducing medical check-ups in 2018 for all expatriate
employees and their families, regardless of their home orhost country, before and during expatriation, to prevent atrisk situations. During the Covid-19 response, these checkups proved especially useful in managing vulnerable people;● encouraging employees to engage in physical activities
and sports by installing fitness and athletic equipment andpaying a portion of the registration fees for sports activities;4● offering awareness-building and prevention training
concerning addictive behavior, nutrition, cardiovasculardisease, cancer and other issues that may be defined inconnection with local priorities. In some countries, these
programs are organized as part of quality-of-life initiatives,
such as “Balance”, in Germany, “De Bem Com a Vida” in Brazil,“Oxygène” in France, and “Choose Well Live Well” in the UnitedStates. These measures, which have been in place for anumber of years now, are fully aligned with the workplace
health reforms supported by the French Ministry of Laborand other organizations;● paying
particularattentiontowork-from-homearrangements, which are becoming increasingly prevalent;● more closely monitoring for any signs of mental healthissues.

(1) See section 4.1.3.2 d) Improving production workstation ergonomics.

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4.1.3.2 c) Managing industrial hygiene risks toprotect employee healthMichelin’s industrial hygiene policy is designed to protect people’s
health from the harmful effects of the use of chemicals or
chemical compounds or from exposure to certain process fumes
or asbestos.
The following five core principles are being followed, by order ofpriority:
1. Plan for emerging risks and avoid introducing risks
from new chemicals or processes. Before any new
product can be used, its possible risks are managed
through a dedicated assessment procedure performed
prior to issuing an authorization for use. The proceduregauges the substance’s potential impact on human healthand, if it is deemed hazardous, defines the conditions
designed for safe use. In some cases, its use may beprohibited.
2. Recognize and assess the existing health risks ofchemicals. The production plants are using astandardized chemical risk assessment method to define
degrees of risk and respond with effective management
practices.
3. Manage risks by implementing and maintaining
effective practices, by order of priority:●●●

replace substances of very high concern, if technicallyfeasible. Monitoring committees meet periodically toidentify and prioritize components to be replaced andphased out;
install and use collective protective equipment and facilities,(containment processes, hoods, extractors). Such systems
are designed into new processes and/or new materials. If
existing collective protective equipment is deemed
inadequate, they are upgraded and improved whenevertechnically feasible;

5. Inform and train employees in risk awareness.
Employees are informed of chemical risks and trained torespond to them. Safety data sheets (SDS) for chemicals
compliant with REACH legislation in Europe, and with the
Global Harmonized System (GHS) everywhere else, areavailable in the host country language. In some plants, thesame information is presented on product data sheets
attached to the workstation.
Risks that may arise from a chemical’s reasonably foreseeableconditions of use are addressed across the product life-cycle.

4.1.3.2 d) Improving production workstation
ergonomics
Musculoskeletal (MSK) disorders account for the majority ofoccupational illnesses and, depending on the business, 25% to35% of health-related impairments are caused by faulty
ergonomics. Since 2002, MSK impairments have been a major
focus of the Group’s health and safety policies.
Their prevention is taken into account at the design stage of every
industrial project, so as to attenuate any potentially negative
impact on working conditions over the medium and long term.
The production facilities and logistics hubs plot and regularly
update their workstation maps to identify action priorities andput in place tailored solutions.
Issues related to ergonomics and working conditions are
addressed across the business base every year with adedicated capital budget, which has increased sharply in recent
years. Further progress demands greater investment as
improvements become increasingly complex and technical innature.
CAPITAL EXPENDITURE DEDICATED TO ERGONOMIC
PROJECTS(€m)

use personal protective equipment as the final bulwark for
employee protection.

4. Confirm the application and effectiveness of risk
management practices. The effective application of risk
management practices is confirmed through a variety of
periodically scheduled maintenance, verification and audit
plans. Employee exposure levels are measured inaccordance with applicable regulatory standards andidentified risks. Employees assigned to exposed
workstations are monitored as necessary with regular
medical checkups.

50.1

28.4
14.8
8.4

2020

2021

2022

2023

Projects to improve ergonomics are implemented by ergonomistled multidisciplinary teams comprised of managers, operators,
prevention specialists and physicians. Except in units not yet fully
integrated into the system, each plant is deploying a five-year
improvement plan.

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In addition to protecting employee health, reducing ergonomic
hardship is also making the workstations more accessible andappealing to a wider range of people. In turn, this is supporting
diversity, making workstations a more attractive job option, andenhancing people’s well-being and motivation, with a positive
impact on workplace accidents.

This avenue to improvement is being explored with studies andtrials, in particular to analyze more precisely a workstation’s
cognitive load, in addition to the current focus on a station’s
physical load.

4.1.3.3 Assessing and preventing workplace safety and security risks
In its Health and Safety Statement, Michelin affirms that “Eachperson must be responsible for their own health and safety, as well as
the health and safety of others, by striving every day to improve
everyone’s health and safety through their behavior and active
contribution.” To embed a culture of safety and prevention in
every aspect of the Group’s business, three essential principles
are being instilled across the organization:● correct behavior begins with compliance with safety
guidelines;● through their active commitment, employees are responsible
for everyone’s health and safety, both their own and thatof others;● personal engagement drives continuous improvement.
This process emphasizes risk prevention, compliance, employee
empowerment and management involvement, so that the
Declaration is effectively demonstrated in daily work practices.
In recent years, a comprehensive, prioritized risk map has beencreated, based on data from standardized risk assessments
conducted for every workstation. These data are also being used
to set priorities in the annual or multi-year action plans. In France,
they are consolidated into the comprehensive risk assessment
review (Document Unique d’Evaluation des Risques Professionnels),
which addresses all the possible risk factors.

4.1.3.3 a) Managing workplace safety
Michelin encourages every employee to embrace a cultureof accident prevention based on anticipating, analyzing,
managing and mitigating health and safety risks.
Prevention and mitigation measures are structured into threemain interconnected categories:● technical measures, focused on five Group Safety Programs
addressing the specific risks that the Group wants to reduceand manage. They are supported by prioritized responses tothe most serious machinery and ergonomic risks, in liaison
with the engineering departments;● behavioral measures, combined into an innovative
approach that heightens employee alertness and engages
them to demonstrate preventive practices for themselves
and their colleagues. It draws on behavioral sciences to

SDG 8.8

encourage engagement through managerial leadership andthe active participation of every employee (safety coalitions);● organizational measures, both to support the effective
management and mitigation of risks with a robust
management system and to develop employee skills.
A culture of safety at work is embraced by employees across theorganization, as seen in:● the uncompromising support of managers, from theexecutive suite to the shopfloor;● the dissemination and sharing of best practices andfeedback;● the corporate communication media issued by the Group;● the programs aimed at detecting and responding toemerging risks.
Before conducting any on-site operations in the production
plants or offices(1), outside contractors must work with Michelin
to prepare a dedicated risk prevention plan addressing all thetasks to be performed under the contract.

4

An indirect metric attests to the importance of safety for Michelin
employees and the outstanding example set by managers.
In 2023: 88% of employees(2) felt that “we never compromise ourown safety to meet other targets” (costs, deadlines, etc.). This
was two points higher than in the 2021 survey.

4.1.3.3 b) Protecting employees at a time ofintensifying international crises
Business travelers
To guarantee the security and safety of the Group’s businesstravelers, the Corporate Planning, Prevention and Protection
Department (DCAPP) primarily uses an online platform, managed
by an international service provider(3) and connected to theGroup’s travel agency, where employees are required to booktheir tickets and hotels. The site informs travelers of potential
risks, offers health, safety and security guidelines, alerts them inthe event of an incident and validates that they meet theconditions for approved travel to at-risk countries. Any travel toan at-risk country must be approved by the security department,
the regional manager or the head of the DCAPP, depending on
the destination’s level of risk.

(1) Except in units not yet fully integrated into the system.
(2) Who responded to the “Moving Forward Together” survey.
(3) Canada-based GardaWorld, one of the world’s leading providers of security solutions.

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To this end, the corporate Security Department maintains anddistributes, through the DCAPP and Travel Managers portals on
the intranet and other channels, a risk map with countries plotted
according to four levels of risk. This means that the internationalsituation is being constantly monitored by the DCAPP and its
international network, which are committed to protecting
employees and supporting decision-making across the Group.

operations, through the Euromaster business, were also amajor source of progress, with a 7% improvement in theiraggregate TCIR.
ANALYSIS OF 2023 CONSOLIDATED TCIR
49%

This process has become even more important with the conflictin Ukraine and the war between Hamas and Israel.
Expatriates
These same risk prevention principles apply to the safety of
expatriate employees and their families. People assigned to atrisk countries receive security training prior to departure.
Expatriates are also tracked by the Group’s online security
platform.
Group events

Lost-time incidents

3%

21%

Occupational illnesses

Treatment*

27%
Workstation
adjustments***

Treatment represents more intensive medical care than first aid, which
involves stabilizing victims by cleaning their wounds or keeping them cool

In 2023, at a time of heightened tensions stemming in particularfrom the involvement of civil society in environmental issues, the
DCAPP assisted organizers of major Group events in foreseeing
and mitigating risks. This was notably the case for the Group’s
Annual Shareholders Meeting and the increasing number of highprofile MICHELIN Guide media events that were held in France
and abroad throughout the year.

4.1.3.3 c) Measuring and tracking occupational
accidents

or warm. The various types of first aid have been identified in a list. Chart
data also include accidents without lost time involving temporary-agency
workers. The lost-time incident category applies to the frequency rate scopeof reporting (i.e. only Michelin employees).
** The workstation adjustments category includes lost time incidents involving
temp agency workers.

IMPROVEMENT IN CONSOLIDATED TCIR
2.14
1.93

In 2023, a review of the consolidated incident data, covering
more than 90% of the Group’s workforce for the year, enabledmanagement, the ergonomist and the occupational medicine
team to prepare effective health and safety improvement plans.
Information, awareness-building and training programs
continued to be conducted with the designated health and safety
experts in every region and time zone.
During the year, the scope of reporting workplace accidents was
extended to temporary agency workers in the distribution
operations and to employees of Fenner and other recently
acquired companies. In 2024, newly acquired companies willcontinue to be added to the scope in phase with their integration
schedule, but they are not expected to have a material impact.
Occupational accidents are tracked using a set of indicators built
around the TCIR, which measures the number of accidents andcases of occupational illness recorded per 200,000 hours
worked.
Despite the additions of Fenner and temp agency workers in the
distribution operations to the scope of reporting, which increased
incident rates, the 2023 outcomes confirmed that after the
upturn observed in 2022, the pace of improvement remains inline with the Group’s objective.
In 2023, consolidated TCIR(1) improved to 1.01 from 1.07 theyear before. Technical and behavioral prevention initiatives
in the production plants reduced the number of recordable
incidents by more than 10% over the year. The distribution

1.43
1.19

2017

2018

2020

2021

1.07

1.01

2022

2023

The Group’s objective is to achieve TCIR of below 0.5 in 2030
(including temp agency workers).
Since 2018, the TA+ indicator has tracked the incident rate, withor without lost time, of a list of accidents that the Group hasprioritized, with each incident reported directly to the membersof the Group Executive Committee. It supports a more granularapproach to these accidents, while helping to improve theconsistency of multi-country data. The number of TA+ accidents
is recorded by a dedicated committee chaired by the Group
Safety Manager, which meets once a month with ergonomics
experts from the Safety Department and the Group physician
after monthly indicator data have been reported. The number ofthese accidents is steadily falling, with a significant reduction
in 2023.

(1) Total Case Incident Rate: the number of accidents and cases of occupational illness recorded per 200,000 hours worked.

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Every month, a TA+ accident case study is presented in detail to
the Group Executive Committee, with an analysis of the causes
and the deployment of an action plan to attenuate the risk of thesame type of accident occurring in the future.
In 2023, the Michelin community was saddened by two fatal
accidents, one in North America, in one of CAMSO Solideal’s
dealerships in Florida, and the other in a traffic accident inNorthern Europe, in the course of our sales and marketing
activities.

4.1.3.4 Ensuring well-being in the workplace:
improving work-life balanceMichelin wishes to create working conditions that foster a senseof balance and personal well-being. Initiatives are being deployed
to improve the workplace environment and organization. In
addition, the country organizations and plants have been
empowered to make headway on local priorities, in accordancewith the needs expressed by their employees.
Year after year, the results of the Moving Forward Together
survey(1) express employee aspirations for a better work-lifebalance.

4.1.3.4 a) Adjusting working hours
Adjusting office work schedules
Local initiatives to encourage working from home are still being
promoted. Teleworkers feel that one of the main benefits is thesignificant reduction in their weekly commute, particularly in

Brazil, Romania, the United States and other countries wheretraffic congestion is on the rise. Operations in Germany, Canada,
Spain, France and the Nordic countries have introduced work-athome options in response to the need expressed by employees
for a better work-life balance.
In France, as part of its commitment to diversity, special attention
is paid to requests from disabled employees, pre- and postmaternity leave employees, seniors and people working part-timeafter sick leave (see section 4.1.2.2 b).
Initiatives for production operator work schedules
While more challenging to implement for operators working in avariety of shifts to keep production plants running around theclock (3x8 hours, 4x8 hours, 5x8 hours, 2x12 hours), a number ofshopfloor work-life balance initiatives have been deployed, inparticular as part of the empowerment process. Any adjustments
to production schedules are announced as far in advanceas possible.
Offering more flexible part-time options
Michelin encourages part-time working, which plays an importantrole in improving quality of life and work-life balance, while
opening up job opportunities for people from diverse
backgrounds. Procedures for implementing these arrangements
vary by country, depending on local legislation, expectations andpractices. To the extent possible, they also reflect input from
employee representatives.

4

2.4% of employees opted to work part-time in 2023.

PART-TIME EMPLOYEES BY GENDER
Women

Men

2023

2022

Production operators

5.3%

Administrative and technical staff and supervisors

5.8%

Total

2023

2022

2023

2022

4.8%

2%

2.2%

2.5%

2.5%

5.8%

1.1%

1.2%

2.6%

2.6%

Management staff

4.8%

5.0%

1%

0.9%

2.1%

2.0%

GROUP TOTAL

5.5%

5.3%

1.7%

1.8%

2.4%

2.5%

(1) See section 4.1.2.3 g) An assertive social dialogue process.

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4.1.3.4 b) Quality of work-life: listening to needs
and measuring performance

4.1.3.4 c) Psychosocial risks: adapting preventive
measures to local cultures

Improvement plans to address employee needs

In a commitment to safeguarding employees from thepsychosocial effects of stress and harassment, a variety of
programs aligned with local needs and regulations have been
deployed to provide:

In a large majority of plants and offices worldwide, initiatives toimprove the quality of worklife (QWL) are underway with theactive participation of employees and, whenever possible, theirrepresentatives.
These and other programs to enhance the quality of worklife arebeing incorporated, with employee input, into each facility’s
improvement action plans by on-site Health, Safety and Quality ofWorklife Steering Committees.
Positive quality-of-worklife scoresin the engagement survey
The percentage of employees who are satisfied with their qualityof worklife was relatively stable in 2023, at 78%.
This overall result reflects how employees feel about theirwork‑life balance and personal job fulfillment, their workplaceenvironment and workstation safety issues. Work-life balanceremains a priority for employees.
To track it, a new “Balance Index” indicator has been developed,
corresponding to three questions in the Moving Forward
Together survey(1).
The Group hopes to use this new metric to manage attrition,
improve engagement and enhance employee well-being.
In 2023, the Balance Index stood at 73 points, a two-point
improvement on 2022.

● primary prevention, through reviews, sensitivity training
and initiatives to improve the quality of management. These
measures, which help employees to protect themselves andimprove managers’ ability to detect and respond to at-risksituations, have been rolled out in most of the Group’s hostcountries (United States and Canada, France, Hungary,
Poland, Romania, Serbia, Spain and the United Kingdom);● secondary prevention, through training and organizational
improvement initiatives, particularly in at-risk segments/jobs.
Programs to prevent stress with new workplace organization
practices have been introduced in Germany, North America,
South America, China, Spain, France, Hungary, Poland,
Romania and the United Kingdom;● tertiary prevention, through coaching, relaxation therapy,
support groups and individual counseling. Since 2018, someof the Group’s psychosocial risk prevention programs havebeen audited by the Internal Control Department, todetermine how well the corresponding resources have been
deployed during the current period of streamlining corporate
operating procedures. Certain individual reassignments are
helping to offset the impact of psychosocial risks.
Almost all of the plants and offices are leading quality-of-worklife
programs that help to attenuate stress or facilitate access to
medical or psychological assistance for people seeking support.

(1) The organization is taking appropriate steps to help employees stay physically & mentally healthy; I experience manageable levels of stress and tension; Work allows adequate worklife balance.

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4.1.4 Ethics and complianceMichelin is formally committed to respecting ethical standards and fighting corruption.

The Group has a dedicated organization in place to address ethical and compliance issues.
Organization
Chaired by the General Manager, the Group Ethics Committee
includes eight other standing members representing the
Corporate Customer Experience Department, the Impact andSustainable Development Department, the Corporate Internal
Audit, Risk Management, Internal Control and Quality
Department, the Purchasing Operational Department, theCorporate Legal Department (with two representatives, theGroup General Counsel and the Chief Compliance Officer), theCorporate Information Systems Security, Safety & Security andEnvironment Department, and the Corporate Personnel
Department.
The Ethics Committee meets at least four times a year, with theremit to:● promote a culture of ethics and compliance throughout theGroup and in its relations with third parties;● define the Group’s ethics and compliance strategy and its
effective, consistent deployment in the regional organizations
and every Group member company;● approve the Group’s anti-corruption and other complianceprograms, the resulting key corporate procedures and theinitiatives required to drive continuous improvement acrossall these programs.

The corporate organization is supported by a local organization
structured around Ethics Committees in each Region, chaired by
the Regional Presidents and responsible for managing ethicalrisks in their remit, and by a compliance network of local
Compliance Officers. The Compliance network is tasked withinstilling the values and principles of the Code of Ethics, deploying
training initiatives and ensuring proper application of theprocedures. Regular meetings are organized with local
Compliance Officers to ensure that the regional organizations arewidely and effectively deploying compliance programs andsharing best practices.
Since 2021, a Chief Compliance Officer (CCO) has been
appointed to prevent and manage risks of non-compliance insuch areas as corruption and influence peddling, competition
rules, privacy and personal data, the environment, ethics,
harassment and fraud.

4

As part of the Corporate Legal Department, the CCO heads a
multi-disciplinary Compliance Support Group (CSG) made up of
experts in various ethics and compliance issues and a number ofoperations compliance officers. It is in charge of (i) managing thedigital applications in place across the Group to address ethicalissues (whistleblowing system, third party due diligence); (ii)leading certain dedicated projects (corruption and fraud risk
mapping exercises, third-party corruption due diligence); and (iii)
coordinating ethics investigations, internal legal, ethics andcompliance audits, and the training and communication plan
concerning issues within the Compliance Support Group’s remit.

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GROUP CHIEF COMPLIANCE OFFICER (CCO)PERSONAL DATACORRUPTIONETHICSHARASSMENT
HUMAN RIGHTSENVIRONMENTEXPERTSANTITRUSTFRAUD• Risk mapping• Communication plan
• Training plan

• Ethics Line• Investigations• Internal Control• Third Party Assessment

The CSG takes a holistic, multidisciplinary approach to ethical andcompliance risks. Its primary mission is to maintain high-quality
protection for the Group and its employees through the creationand deployment of robust compliance programs. It works in close
collaboration with the Compliance network and other corporate
departments (personnel, audit, internal control, communication,
sustainable development & impact, purchasing, etc.).

4.1.4.1 Ensuring ethical business practice

TOOLS &PROCESSESCOMPLIANCE OPERATIONSIn January 2023, Michelin won the “Best Overall
Transparency” award at the 2022 Ethics & ComplianceTransparency Awards, organized by Labrador Ethics &Compliance. The award was based on an analysis of 75 objective
criteria covering the accessibility, accuracy and comparability ofthe media made public by listed companies in the SBF 120 index
to address ethics and compliance issues, including the Universal
Registration Document, the Code of Ethics, the Anti-Corruption
Code of Conduct, the Duty of Care plan, ethics and compliancepolicies and procedures, and the website.

SDG 16.5

Risk of ethics and compliance violations
The Group pays particular attention to the risk of ethics violations or failures to comply with laws and regulations and expects every
employee to act consistently with integrity, in respect of the internal and external standards that have underpinned its corporate
culture for over a century. Any conduct that runs counter to these values could expose Michelin to the risk of infringing an ethicalstandard or an applicable law or regulation.
Note that the Ethics risk family includes a risk factor specifically addressing the social responsibility of Group suppliers (seesection 4.1.4.2).

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4.1.4.1 a) Establishing a global ethical framework
Code of Ethics
The Group’s ethical standards are expressed in the Michelin
Code of Ethics, which applies to all Group employees without
exception, as well as to people working on Group sites or on
behalf of a Group entity. Initially published in 2010 and updated
in 2014 and 2020, the Code of Ethics was reviewed andexpanded in 2021, in particular to strengthen the Group’scommitments in areas like human rights and the environment,
while responding more effectively to employee questions andmaking the Code easier to read.
Specifically, the new Code of Ethics:● reiterates the Group’s values and fundamental guiding
principles;● tells employees how to respond to the most frequently
encountered situations;● clearly expresses the behaviors to adopt in line with Groupvalues and procedures (“Dos/Don’ts” section);● deals with more complex situations and explains the courseof action to be taken (“Practical Cases” section);● provides a list of experts to consult in case of doubts (“Whomto contact” section);● proposes a list of additional documents to explore issues inmore depth (“References” section).
The principles of the Code of Ethics are described in four
categories: “At Work”, “Doing Business”, “External Interactions” and“My Work and the Environment”. They cover 25 issues, some ofwhich are addressed by specific procedures presented
elsewhere. Personal data protection, for example, is covered bymore detailed guidelines in the Group Personal Data Protection
Directive and its supporting documents.
Now subtitled “Acting Ethically Every Day,” the Code of Ethics isprefaced by a statement from the Managers emphasizing theGroup’s commitment to ethics, which is based on the ethicalbehavior of each employee, acting as an “ambassador ofMichelin’s values.” Translated into 21 languages, the Code can be
downloaded from the Group’s intranet sites and a dedicatedwebsite (https://ethique.michelin.com/en/). An easier to read
digital format is also available in 21 languages, with versions in
the other Group languages being finalized.
Deployment of the revised 2021 Code of Ethics was supported bydedicated e-learning modules, videos and events organized bothby the Group and by the regional organizations in their member
countries.
Compliance control
Compliance with the rules of conduct in the Code of Ethics is
ensured through the application of internal procedures andverified during internal control and audit assignments.
Internal control procedures specifically focused on ethics andcompliance issues are being steadily stepped up across theorganization, with the number of audits rising by 20% in 2023
after increasing by 55% in 2022.
Alert mechanisms and procedures
The Group takes care to conduct all its business activities in an
ethical fashion and wants employees and external stakeholders
to speak up and report suspected violations of the Michelin Codeof Ethics.
Since 2021, a single Group-wide whistleblowing system has been
deployed in every Group entity, replacing the regional alert
mechanisms that had been in place since 2005. Available in
30 languages, the system may be accessed by Group employees,
contractor employees and temporary workers, as well as bycustomers, suppliers, service providers and other outside
stakeholders via a hotline and a secure website hosted by anindependent company. The system allows whistleblowers toanonymously and confidentially report any behavior, practice orsituation that allegedly violates applicable laws, internal
procedures or the Group’s values and principles as set out in the
Code of Ethics.
As stated in the Code, possible violations may also be reported
through the following traditional channels:
ALERT MECHANISM STAKEHOLDERS

4

Legal Affairs Department

Ethics Hotline(by telephone or online)

Ethics Correspondent orRegional Compliance Officer

Planning, Prevention andProtection Department

Personnel Department

Occupational prevention
and health office

Employee representative
Direct or othermanager

All reports are consolidated in the Group’s alert hotline andregularly presented to the Corporate Ethics Committee and theGroup Management Committee.
In 2023, the Group issued a new Group Whistleblowing
Procedure, which provides a transparent, detailed description of
the people involved in the whistleblowing system and how alerts
are collected and processed.
The Procedure is available in 20 languages to all employees andexternal stakeholders on the Corporate website, the Code of
Ethics website (https://ethique.michelin.com) and the Ethics
Hotline website. The following chart summarizes the key stages inprocessing a whistleblowing report.

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MAIN STEPS FOR PROCESSING AN ALERTALERT SENTALERTRECEIVEDINVESTIGATORAPPOINTMENTINVESTIGATIONREPORT

COMMITTEEDECISION

6 MONTHS >1 YEAR LATER

Whistleblowers
will be informedthat their Alert
has been
received withinseven (7) days inthe form of areceipt.

Alerts will beanalyzed foradmissibility
based on theinformation
received from theWhistleblower.

Investigations aredone foradmissible Alerts,
to check whether
the allegations
are true, basedon factual
information(interviews,
witnesses’
statements,
forensic analysis)

The
investigations’conclusions arepresented to thecompetent Ethics
Committee which
will decide on thenecessarymeasures toimplement.

The
Whistleblower,
the implicatedperson andanyone who
participated in
the Alert’s
processing are
informed that theinvestigation has
been closed.

The situation ismonitored after
closure to ensurethat there is no
retaliation andthat thecorrective
measures are
implemented.

RECEIPTADMISSIBILITYINVESTIGATIONDECISION

CLOSINGALERT MECHANISM STAKEHOLDERS
Possible infringements or violations of Michelin’s values,
applicable legislation or the Code of Ethics may be reported
through a variety of internal whistleblowing channels:● the Ethics Hotline (by telephone or online),● a direct or other manager,● the occupational prevention and health office,● an employee representative,● the Legal Affairs Department,● the Personnel Department,● the Planning, Prevention and Protection Department,● the Ethics Correspondent or Regional Compliance Officer.
Reports are analyzed and processed by authorized personnel inaccordance with the Group Whistleblowing Procedure and theGroup-wide internal investigation procedure defined by the
Corporate Legal Department and the Corporate Planning,
Prevention and Protection Department.

Based on the reported information, the regional Ethics
Committees concerned decide if the alert is admissible and if itwarrants an internal investigation. If the investigation
substantiates the alleged violations, the Committees define anddeploy action plans with remedial measures and/or disciplinary
sanctions up to and including dismissal.
In 2023, a total of 2,233 suspected cases of non-compliance(1)were reported across the Group, but not all of them were
substantiated as violations of the Code of Ethics.
The figure corresponds to the total consolidated number ofreports received directly on the Ethics Hotline or throughtraditional whistleblowing channels.
Of the 1,472 processed reports, 34% turned out to be
unfounded, 8% lacked sufficient information for an investigation
to be launched and 56% resulted in remedial and disciplinary
measures including dismissals.
Of the total, 2% were duplicates. Among the cases resulting in
remedial and disciplinary action, some concerned situations
where non-compliance was not substantiated, but which werestill addressed with measures to improve control procedures orinternal processes.

(1) Total consolidated number of reports received directly on the ethics hotline or through traditional reporting channels.

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FOLLOW UP OF
MEASURES AND
NO RETALIATION

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CASES BY ISSUE
13%
Environment and safety

13%
Business ethics

5%
9%

Protection of goods

Discrimination

23%
Harassment6%
Non-compliance with internal policies

28%
Employee relations

3%
Confidentiality

CASES BY REGION
19%

15%

EuropeAfrica, India,
Middle East

11%
Asia

17%
South America

38%
North America● reinforcing the third-party due diligence process (including
specific anti-corruption due diligence prior to any merger or
acquisition) and addressing ESG aspects in due diligence
audits;● continuing and expanding the training curriculum with amandatory online anti-corruption course and dedicatedclassroom courses for people in the most exposed positions;● regularly updating the internal ethics and compliance
procedures, covering in particular details of the anticorruption compliance program, gifts and invitations, andconflicts of interest;● strengthening existing internal controls;● conducting internal audits.
As part of the anti-corruption compliance program, the Michelin
Group has also introduced a key performance indicator tracking
the percentage of employees who have undergone anticorruption training. Deployed since fourth-quarter 2021, the elearning program, which reviews the fundamental principles ofthe fight against corruption, is designed for all managers andemployees worldwide. The tracking target is ≥ 98%.
As of December 31, 2023, more than 39,000 Michelin Group
employees had completed the course, representing 98% of thetarget, a full six points higher than in 2022.

4

4.1.4.1 c) Taking a firm stand against fraud
4.1.4.1 b) Taking a firm stand against corruption
Attesting to the Group’s commitment to deploying a policyof zero tolerance for any form of corruption, a clear,practical Anti-Corruption Code of Practice was issued to all
employees and outside partners in 2015 and updated in 2020.
The Code is designed to raise employee awareness of actions
that could be construed as bribery or corruption, by providing
examples and indicating the course of action when confronted
with such events or situations. In particular, it deals with such
issues as bribes, kickbacks and payoffs, the use of agents andbrokers, payments for favors or other inducements, charitable orpolitical contributions, gifts and invitations.
The Code of Ethics, first issued in 2021 and now being updated,
reaffirms the principles that should govern the decisions of any
employee confronted with a situation that could be construed as
corruption.
Since 2021, Michelin has continued to improve its anticorruption compliance program by:Consistent with its ethical values, Michelin condemns andassertively combats any form of fraud throughout the Group.
This commitment is enshrined in the Code of Ethics and, since2023, in a new version of the internal fraud risk management
procedure.
This procedure describes the mechanisms for preventing,detecting and dealing with suspected fraud and specifies thecompulsory process for tracking the action plans undertaken in
response to substantiated fraud. It also describes the governancesystem in place to manage fraud risk.
The procedure was deployed Group-wide in 2023.

4.1.4.1 d) Competition law
Michelin has long adhered to the highest standards ofcompetition law compliance. Since 2004, a dedicated antitrust
compliance program (ACP) has been in place, using classroom
training courses to help foster a strong culture of competition law
compliance across the Group.

● reiterating the commitment of senior management in the2021 Code of Ethics;

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Updated in 2023, the Program is based on a risk map, plottedwith the support of an outside provider, and covers:● competition law procedures and guidelines, some general andothers specific to certain issues;● tracking the business contracts listed in dedicated databases;● managing sensitive information flows, arising in particular fromthe Group’s vertical integration in both production anddistribution;● awareness-building initiatives and classroom and e-learning
courses for employees in the most exposed jobs, particularly
in sales or in positions that have an impact on the Group’s
market behavior;

Employees are informed of these principles, in accordance with
the Group protection of personal data directive. In addition, theGroup has issued binding corporate rules concerning thetransfer of personal data outside the European Union.
Michelin takes special care to properly manage customer anduser requests and complaints. In each country concerned,
data protection teams are tasked with responding appropriately
to each requester in a timely manner. Similarly, in the event of apersonal data breach, the Privacy teams are systematically called
in, in particular to identify cases where user data has been
compromised, and who must be notified with full details so thatthey can take appropriate measures.

● specific internal control procedures;

Lastly, personal data protection is an integral part of the Group’s
internal control process and is periodically audited internally.

● internal audits.

4.1.4.1 f) Combating tax evasion

The ACP Program is led by the Group Competition Officer anddeployed in the operating regions by a network of experts in the
Regional Legal Affairs Departments. Each expert is tasked withensuring the program’s effective deployment in his or her remit
across every Group unit, in accordance with the risk ownershipprinciple.

Michelin’s tax policies are defined and implemented in line with
its operating objectives in responsible and sustainable businessdevelopment. In this regard, the Group’s primary responsibility is
to ensure that it fulfills all of its international, regional and local tax
obligations, in both the spirit and the letter of the law. Moreover,Michelin has defined its own fundamental guidelines, in acommitment to securing its positions and ensuring that theGroup fairly pays all of the taxes due in its host communities.

● deployment tracking procedures;

The Program contains a “tone at the top” message from theManagers urging employees to ensure compliance, which isshared with participants during the training sessions.
As from 2024, deployment of the ACP Program will be reported
to the Group Ethics Committee.

4.1.4.1 e) Protecting employee privacy andpersonal data
Michelin pays special attention to protecting the personal data ofcustomers, employees, job applicants, shareholders andsuppliers.
As part of this commitment, it has deployed a governance system
based on a Global Personal Data Protection Committee, a Group
Data Protection Officer (DPO), a corporate Privacy team in the
Compliance Support Group, and a network of local privacy
managers/DPOs, Privacy Operation Partners and Privacy
Champions. This system tracks compliance with applicablelegislation, including the European Union’s General Data
Protection Regulation (EU) 2016/679 (GDPR), China’s Personal
Information Protection Law (PIPL)(1), the US Foreign Corrupt
Practices Act (CCPA)(2), and Brazil’s General Data Protection Law(LGPD)(3), as well as the Group’s own internal privacy policies.
The Group encourages every subsidiary, regardless of location, toapply these same personal data protection principles.

This is why Michelin systematically interprets tax legislation incompliance with both the law and the legislator’s intent, without
taking advantage of any possible loopholes.
The Group also recognizes the need and the value of nurturing
trust-based relationships with tax authorities. As a result, theGroup Vice President of Tax Affairs and members of his network
foster, nurture and maintain ongoing, transparent relationships
with tax authorities at every level.
Whenever possible, the Group seeks to foster such relationships
in every host geography. In 2019, for example, the Group signed
a partnership agreement with the French tax authorities, underthe "relationship of trust" framework set up by the Budget
Ministry, whereby we will transparently share any major events
likely to have a tax impact.
Naturally, the Group’s tax policies strongly condemn all
forms of tax evasion and expressly forbid managementfrom taking advantage of tax regimes deemed to be
prejudicial or non-transparent. Similarly, Michelin does notengage in any transaction, financial or otherwise, that would havethe effect of evading taxes or of optimizing its corporate tax
liability without generating any other operational or economic
benefit.

(1) PIPL: Personal Information Protection Law.
(2) CCPA: California Consumer Privacy Act.
(3) LGPD: Lei Geral de Proteção de Dados Pessoais.

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A recurring effective tax rate of close to 20% and the lack ofany tax adjustments or convictions for tax fraud attest to
the effectiveness of the initiatives and tax governance inplace to combat tax evasion. Furthermore, the Group’s
presence in a given geography is based solely on operational
decisions concerning our manufacturing or marketing operations
and never on tax considerations.
To ensure the consistent deployment of key tax policy measures,in 2023, the Group created the position of Executive Vice
President, Tax Governance, who during this first year primarily
focused on:● reminding everyone to comply with best tax practices
consistently across the Group;● helping to improve the security of worldwide intra-Grouptransactions, in particular by deploying the transfer pricing
policy.
Tax risk management policies are based on:● a transfer pricing policy deployed in accordance with the latest
OECD guidelines, with compensation of Group units
determined on an arm’s length basis, with fair compensation
for key functions;● application of the transfer pricing policy across the entire
Group, with understandable, transparent information
systematically provided as requested by the local tax
authorities;● protection of shareholder value by implementing a full rangeof procedures to mitigate the risk of double taxation of profits,
involving the use of all forms of recourse, as necessary,
including internal recourse, governing authorities andarbitration;● the assurance that all of the tax positions taken are consistent
with the Group’s core values, including respect for facts, theenvironment and people;● a preference for solutions that avoid unnecessarily complex
tax analyses, to reduce the risk of divergent interpretations
that may lead to tax disputes, while improving transparency.
All tax risks are tracked specifically by the Tax Affairs Department,
under the supervision of the Corporate Finance Department. The
system for managing these risks is also governed by the Group’s
tax policies.
In line with its new obligations, the Group is deploying andtracking compliance with the global minimum taxation rules
issued by the OECD’s Pillar Two initiative.
Lastly, in addition to these tax evasion mitigation measures, theGroup is preparing a tax transparency report for publication in
2024, which will make its tax-related information even moreaccessible by presenting its worldwide tax position with respect
to 2023.

4

4.1.4.2 Demonstrating our CSR commitments through responsible procurement policies
SDG 2.3, 2.4, 8.4, 10.1, 12.6, 12.8, 15.2 and 15.5.
The primary conduit for expressing Michelin’s social
responsibility commitments to suppliers is the Purchasing
Department. Its mission is to guarantee the availability of
products and services the Group needs by selecting suppliers
that meet not only our quality, cost, deadline and reliability
standards, but also our expectations concerning social andenvironmental issues. The teams are guided by the Group’s
Code of Ethics, while making sure that the duty of care is properly
exercised.
At around €16 billion in 2023, purchases represented close to
60% of consolidated sales for the year.

Risk factors
Among other objectives, the Responsible Purchasing policy is designed to mitigate the impact of the following risks:● supplier failure to respect human rights;● the climate change impact of our suppliers(1);● impact of our raw materials on the environment;● non-compliance with the Supplier Relations Code of Conduct.

(1) See section 4.1.1 The Environment.

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4.1.4.2 a) Governance and organization
Clearly defined policies
In April 2021, Michelin published its Sustainable Purchasing Policy, which defines the Group’s main responsible sourcing
guidelines and commitments, covering such issues as the environment, human rights and ethics. It may be downloaded fromhttps://purchasing.michelin.com/en/sustainable-purchasing/.
The Policy is built on three of the Michelin Purchasing Department’s fundamental reference documents:
Michelin Purchasing Principles

Issued in 2012 and revamped in 2020
Specify the Group’s environmental, social and ethical standards and expected performance
Included in every Group procurement contract and the general terms and conditions of purchase

Supplier Relations Code of
Conduct

Issued in 2021
Concerns all Group employees involved in supplier relations
An integral part of the Group’s Code of Ethics

Sustainable Natural Rubber
PolicySee section 4.1.4.3.c

A global organization
The Group has around 40,000 suppliers located on every
continent, while the Purchasing Department has some 770
employees based around the world.
The Purchasing Department
procurement categories:
Rawmaterials

Naturalrubberis

structured

Industryand energy

aroundfour

Services

It is seamlessly integrated into the Group’s CSR Governancesystem. The Chief Procurement Officer is a member of theEnvironment and the Human Rights Governance bodies and the
Ethics Committee. Reporting directly to this position is a
Sustainable Development Manager, who participates in theGroup’s operational committees dealing with the circular
economy, climate change, biodiversity, human rights and ethics.
The responsible purchasing process is coordinated at thecorporate level and managed in each purchasing category andeach Region, with the support of a global Responsible Purchasing
network. The Chief Procurement Officer is also a member of theGroup Management Committee.
A continuous, award-winning process
The Group’s assertive commitment to responsible procurement
is reflected in the performance improvement initiatives led year
after year, the suite of dedicated indicators tracked bydepartment teams, and the continuous training buyers receive in
CSR issues. Recently acquired companies are integrated into theGroup’s purchasing processes gradually, following their own
timetable.

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A signatory of France’s Responsible
Supplier Relationships Charter since
October 2012, Michelin was awarded thelabel of the same name in June 2014. In 2019
and again in July 2022, Michelin wasawardedtheFrenchgovernment’s
Responsible Supplier Relations andProcurement label, which highlights French
companies that have demonstrated theability to foster balanced, sustainable
relations with their suppliers. The label was
renewed in 2023.
In 2019 and again in 2022, Michelin’s purchasing practices werecertified as mature with regard to the new international
ISO 20400 “Sustainable Procurement” standard. Issued by anapproved third-party organization, the certificate attests to thedemonstrated effectiveness of the Group’s responsible
procurement practices.
Lastly, following its CSR audit by EcoVadis, in
2023, Michelin was awarded a score of
80/100 in " Responsible Purchasing ", forthe sixth year running, ranking the Groupamong the top 1% of suppliers rated in
the “Manufacture of Rubber Products”
category.

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Concerning the specific issue of climatechange, in 2023, for the fourth year in arow, the CDP recognized the Michelin
Group’s ability to engage its suppliers in
reducing carbon emissions with a CDP
Supplier Engagement Leader award.

The award attests to the dedicated commitment to responsible
procurement practices of all the Group’s purchasing teams andtheir internal partners.

Of all the purchasing categories, natural rubber warrants
the most attention to both its environmental and its societal
impacts. This is because 90% of world’s production comesfrom Asia, and over 85% of the volumes are sourced fromsmallholders, usually on farms of less than four hectares. The
supply chain is particularly complex and fragmented. As aresult, a dedicated approach has been devised fornatural rubber, which is described in detail at the end of
this section.
Supplier assessments

4.1.4.2 b) Identifying categories and countries atrisk and assessing suppliers

Since 2012, Michelin has assessed its key suppliers’ CSR
performance in a variety of ways, depending on the issues
involved.

Identifying categories and countries at risk

Desktop reviews

To supplement the Group’s risk map, the Purchasing Department
has mapped its social responsibility risks in the supply chain. Thismap ranks purchasing categories according to their CSR risks infour areas:

Michelin has commissioned CSR rating company EcoVadis
to conduct desktop reviews of how its leading suppliers standin 21 CSR indicators tracking their performance in theenvironment, labor relations & human rights, business ethics andresponsible procurement.

● The Environment,● Human Rights,● Health & Safety,● Business Ethics.
Aggravating factors, such as the complexity of the supply chain,
have also been taken into account. The exercise also identified
the countries with high environmental and human rights risks,
based on third-party databases.
The mapping exercise helps to prioritize the scheduling of CSR
performance reviews and the deployment of preventive
measures aligned with each purchasing category’s characteristics
and environment(1).

DEPLOYMENT % OF PURCHASE SPEND COVERED BYECOVADIS SUPPLIER REVIEWS
In all, 72% of the Group’s purchase spend is covered, andspecifically:4

By purchase category
 96% of natural rubber procurement
 92% of other raw materials procurement
 around 95%(2) of raw materials sourced from countries posing
environmental or human rights risks.

In 2021 and 2022 respectively, Camso and Multistrada began
to perform CSR assessments of their most at-risk suppliers. The
process was extended to Fenner suppliers in 2023.
Every year, desktop reviews are performed in additional risk
categories, with a focus on those identified during the mapping
phase.

(1) For more information, see the Duty of Care Plan.
(2) Based on an estimate for Fenner.

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SUPPLIER CSR ASSESSMENTS

84%
77%

84%

87%

85%

1,221
1,121

78%
965
828
654

547

89%

715

1,092

973

817
697

604

513

422

2017

2018

2019

2020

2021

2022

2023

Number of suppliers assessed for CSR compliance
Number of suppliers confirmed in compliance with Group CSR standards% of suppliers confirmed in compliance with Group CSR standards

Along with the deployed corrective actions, the careful attention
paid to the assessments by both the Group’s purchasing teams
and its suppliers is helping to drive steady progress. By year-end
2023, for example, of the 1,041 suppliers with an assessment
track record, 66% had improved and 15% had maintained theirscore. Lastly, of the suppliers whose low scores in previous
assessments had prevented them from being “confirmed” ascompliant with Michelin standards, 64% had delivered the
expected performance over the year.
Particular attention is paid to the scores on the topic of “socialand human rights” which has its own target. See the box below
on “Supplier failure to respect human rights.”
Tracking and follow-up

Suppliers who fall short of confirmed compliance must
implement a CSR performance improvement plan, whose
progress is tracked by the purchasing teams. To manage thedeployment of these remedial action plans more effectively, an
indicator measures the percentage of suppliers concerned who
actually created such a plan or implemented remedial actions.
Successful deployment is systematically confirmed by a follow-up
review. Results deemed to be structurally insufficient or a lack ofengagement with sustainable development issues may lead thePurchasing Department to revise or terminate its contractual
relationship with the supplier. Such a decision is always made byconsensus, after discussing all of the potential consequences.

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A simplified questionnaire

A quick, simplified CSR self-assessment questionnaire wasprepared and issued to front-line Purchasing Department teams,
who may ask suppliers to complete it whenever they deem itnecessary, either during the tender phase or while the contract isin effect. The questions measure the maturity of a supplier’s CSR
practices, which can be used as a selection criterion if warranted.
The questionnaire is used only for suppliers whose CSR
performance is not assessed by desktop reviews.
On-site audits

To support supplier compliance with its Quality standards andPurchasing Principles, Michelin has introduced a “supplierquality system audit procedure” (ESQF), which is performed
on-site. Aside from quality issues, it also addresses the applicationof the health, safety, environmental and human rights standards
stipulated in or derived from the Michelin Purchasing Principles.
Following an ESQF, Michelin auditors assign a separate score forcompliance with the Purchasing Principles. Where the score isless than 80%, the supplier is required to take the identified
corrective measures and improve overall performance with acontinuous improvement process. The initial score is thenreassessed in light of the actions implemented by the supplier.
Note: a dedicated CSR assessment and risk mapping exercise has
been deployed for natural rubber suppliers (see section 4.1.1.3 a).

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Levers for action deployed and dedicated
CSR risk procedures
Cross-functional levers for action deployed
Enhancing the professionalism of employees and stakeholders

Considerable resources have been deployed to enhance
the professional skills of the procurement teams and to makepurchasing processes more efficient. A series of 15 online
modules focused on responsible purchasing practices
ensures that high-quality training is available at any time forteams around the world. In 2023, the mandatory modules forbuyers were taken by more than 70 people worldwide.
Supplier training

A dedicated supplier training module covering CSR
fundamentals and desktop review practices has been developed
to supplement the training available to suppliers on the EcoVadis
platform (EcoVadis Academy) and on the CDP platform. 248
suppliers have completed at least one EcoVadis Academy
module since 2021.
Addressing CSR issues in appropriate purchasing processes

The Group’s procurement strategy pays particular attention to
CSR issues in the case of certain high-risk categories, which can
result in purchases being consolidated and sourced from certain
specifically approved suppliers.
Buyers are increasingly encouraged to factor CSR criteria into
their calls for tender. These criteria, which may concern the CSR
performance of both the potential vendors and their products,
services or solutions, address three critical issues:● climate change and CO2 emissions;● the circular economy and natural resources;● ethics and people.
Supplier transparency concerning CSR issues and their CSR
performance are also taken into consideration:● in the Supplier Relationship Management (SRM) process, inparticular when suppliers are segmented and during theregular meetings that drive the process forward;● when defining purchasing strategies.
Diversifying the supplier baseMichelin operates globally, but it consistently strives to source
locally, as well as from sheltered work centers and social
enterprises, in addition to the major international suppliers whomeet its exacting requirements and embrace the principles ofsustainable development.

Critical materials [SASB TR-AP-440a.1]

The term critical material – defined as any substance whose use
is highly necessary but whose supply is subject to risk – generally
refers to certain ores and rare earths. Very few are used in tire
manufacturing. At Michelin, they are managed in accordance withthe system in place to manage supply risk(1) for all types of raw
materials, which deploys a dedicated risk management response
for any material identified in the mapping exercise as posing aparticular risk. These responses include signing multi-year
contracts, seeking new suppliers, maintaining strategic buffer
inventory, finding substitute products, and, in the case of conflictminerals, maintaining duty of care procedures (see paragraphbelow).
Climate change impact of our suppliers

The Group has taken a proactive approach to identifying thepurchasing categories and suppliers that represent the largest
sources of GHG emissions. These suppliers are actively
encouraged to initiate, step up or accelerate their commitment to
reducing their GHG emissions (see section 4.1.1.1 a) Transition
plan: decarbonizing our operations/Scope 3: reducing emissions fromour transportation operations).
Impact of our raw materials on the environment
Circular economy

To support the Group’s commitment to using sustainable
materials, the main raw materials suppliers have been requested
to submit a roadmap for developing materials made fromrenewable or recycled sources. (see section 4.1.1.2 Enhancing thecircularity of our products/Incrementing the use of sustainable
materials).

4

In the other purchasing categories, a wide variety of initiatives areunderway to support the circular economy. Examples include
purchasing refurbished replacement parts for automatedmachinery, using more eco-friendly marketing materials andreplacing laptops less frequently. Other initiatives are addressing
raw materials packaging, for example by testing reusable pallets.
Biodiversity

Purchasing is also a stakeholder in the Group’s biodiversity
initiatives, for example by getting natural rubber and raw
materials suppliers involved in the Science-Based Targets
Network (SBTN(2)) survey in 2021-2022 or by engaging
landscaping service providers in the programs to reduce the useof pesticides and herbicides (see section 4.1.1.3 Supporting
biodiversity).

Since 2021, procurement from sheltered work centers andsocial enterprises has been particularly encouraged in
France: creation of a dedicated intranet page, training module,
directory and videos shared over several communication
channels.

(1) See section 2.1, risk 5 - Supply chain.
(2) SBTN: Building on the momentum of the SBTi, the SBTN is working to enable companies and cities to set targets for climate and nature.

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Supplier failure to respect human rights
Supplier assessments
Supplier CSR assessments include a dedicated indicator to track their labor relations and human rights performance. The 2030
objective is that 95% of assessed suppliers are confirmed as compliant with Michelin’s labor relations and human rights standards,
compared with 91% at year-end 2023.

Conflict minerals
Michelin diligently tracks the origin of certain minerals used in its products, even though the quantities are very small. Commonlyreferred to as “conflict minerals,” they include gold, tin, tantalum and tungsten. Since 2019, Michelin has also included cobalt in thisapproach. The Group exercises its duty of care by applying the related OECD recommendations and using the applications developedby the Responsible Minerals Initiative (RMI). The materials and components used in Group products that contain these minerals or
their derivatives have been identified and their suppliers are periodically requested to submit the RMI reporting template. These
forms and inventories are then verified for compliance with the RMI lists. For all these minerals, this process enables Michelin to verify
that the reporting supplier works with RMI-approved smelters.
Around twenty raw materials suppliers are concerned by this process.

Chemicals
The Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) regulation, which the European Union introduced tomitigate the adverse impact of chemical substances on human health and the environment, stipulates that manufacturers andimporters of more than one tonne of a given chemical per year must register the substance with the European Chemicals Agency(ECHA). Producers must identify and manage the risks associated with the chemicals they make and market in the EU, demonstrating
to the ECHA how the substance can be safely used and informing users of the proper risk management procedures.
Michelin complies with this registration requirement as a manufacturer or importer of chemicals or articles containing chemicals andverifies that the chemicals or articles it uses have been registered by the suppliers.

Non-compliance with the Supplier Relations Code of Conduct
The Supplier Relations Code of Conduct and dedicated training module
The Supplier Relations Code of Conduct drafted in 2021 is an integral part of the Group’s Code of Ethics and applies not only tobuyers, but also to any Group employee involved in supplier relations.
To ensure compliance with ethical guidelines, a dedicated online training module has been rolled out across the Purchasingorganization and among internal partners in contact with suppliers. It reviews current legislation and expected behavior, in line with
the Michelin Purchasing Principles, and offers certain recommendations. As of end-2023, 90% of the Purchasing organization(1)had been trained. Additional training may be offered in the various regional organizations.

On-time payment of supplier invoices
Michelin pays careful attention to the timely payment of supplier invoices and offers a variety of effective invoicing solutions, including
electronic invoicing in PDF or EDI file formats. A new unified global invoice processing platform deployed in 2021 offers new paperlesssolutions. Blocked invoices are tracked weekly, as are open invoices with a close due date or whose receipt has not been inputted
into the information system. A payment schedule dashboard displays a number of indicators, including the percentage of invoices
paid on time (POT(2), 91.9% worldwide in 2023), as well as related sub-indicators to give advance warning of potential problems.
Following a review, appropriate actions are taken with the purchasing department, internal partners or the suppliers. Suppliers who
submit late invoices are contacted to raise their awareness of the issue and avoid settlement delays.

(1) Percentage of Purchasing employees in contact with suppliers and with more than three months on the job.
(2) POT: Payment On Time.

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Mediation with suppliers
Since 2012, suppliers can use the Purchasing Department website to contact the customer-supplier relations mediator with respect
to any alleged or observed violation of the Michelin Purchasing Principles. The mediator intervenes only when suppliers have failed toresolve the issue with their usual contacts in the Group. Over the 2017-2023 period, suppliers have requested mediation at most
twice per year. These cases generally concerned invoice payment problems or disputes, which were quickly resolved by the mediator.

4.1.4.2 c) A dedicated approach for natural rubber
Paying special attention to natural rubber suppliers
As one of the world’s leading purchasers of natural rubber, acritical raw material in tire manufacturing, Michelin is especiallyattentive to its rubber-tree farming upstream, and is committed
to responsible, sustainable management of natural rubber
production.
Of the 30 million people who depend on rubber-tree farming fora living worldwide, six million are village smallholders, who
produce over 85% of the world’s output on small farms generally
covering less than four hectares.
In 2023, for the second year running, Michelin was ranked
No. 1 in the tiremaker category by SPOTT, a natural rubber
ESG disclosure platform, with a score of 80% (No. 2 in the generalnatural rubber category). The score demonstrates that Michelin
leads the global tire industry in sustainability disclosure andperformance.
Partnering with the WWF and nurturing dialogue
with civil society
To preserve rubber and manage its impacts, the World Wildlife
Fund (WWF) and Michelin have been working together since 2015
to transform the natural rubber market by instilling moresustainable practices across the entire value chain.
At the same time, Michelin is continuing to consult regularly withboth stakeholders and the leading civil society organizations
involved in these issues. Every two years, for example, the Group
brings together civil society organizations to report on the
progress made across the natural rubber value chain and to

discuss possible pathways to further improvement. The lastinformation and consultation meeting was held in ClermontFerrand in November 2022. In addition to these biennial forums,
Michelin regularly works with NGOs, researchers, academics andgovernment agencies on natural rubber sustainability issues.
In addition, the Group is involved in several think tanks exploring
ways to prevent imported deforestation. In France, it is actively
engaged in the talks being led by the French Ministry for the
Ecological and Inclusive Transition to define a strategy to counter
imported deforestation (see also section 4.1.2.5 a).
Sustainable natural rubber policy
In 2015, Michelin was the first tire manufacturer to publish acommitment to sustainable, responsible natural rubber
production and procurement. The Sustainable Natural Rubber
Policy was updated in 2021 and has been approved by the
GPSNR platform(1).

4

Drafted with input from environmental and human rights NGOs
and other stakeholders, the Sustainable Natural Rubber Policy is
now a contractual reference document for Group suppliers.
Downloadable from the Michelin purchasing website(2), the policy
precisely defines the conditions for farming natural rubber, bothin terms of the environment (zero deforestation, protection andpreservation of peatlands, High Conservation Value areas andHigh Carbon Stock areas), and in terms of social responsibility
and human rights (working conditions, free, prior and informed
consent of the local communities, etc.). Michelin expects every
stakeholder across the supply chain to embrace responsible
social, environmental and governance practices, so as to maintainrubber tree farming in a virtuous cycle of progress.

(1) The Global Platform for Sustainable Natural Rubber (GPSNR).
(2) https://purchasing.michelin.com/en/sustainable-natural-rubber-policy/.

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The Sustainable Natural Rubber Policy is based on five corecommitments:● respect all stakeholders in the natural rubber
production chain, by promoting conflict resolution related
to land ownership and improving working conditions andliving environments;● make rubber tree farming environmentally friendly, by
combating deforestation and controlling the potential impact
of rubber cultivation on fauna and flora;● take action to improve farming practices, by helping toinstill more efficient practices across the natural rubber
production chain, especially among village smallholders, in acommitment to increasing agricultural yields;● encourage the careful use of natural resources by
increasing the material efficiency of natural rubber used intires. Michelin is constantly developing new technicalprocesses that optimize the use of rubber in its products;● make rubber tree farming a source of better governancepractices. Michelin is an engaged stakeholder in the rubber
tree farming industry, communicating transparently, refusing
all forms of corruption and interacting with local andinternational stakeholders.
Since 2016, the policy has been included in every Michelin supply
contract. In addition, Michelin encourages its suppliers to
implement policies aligned with GPSNR recommendations.
Assessing stakeholders across the supply chain
CSR practices in the Group’s natural rubber supply chain areassessed differently depending on the stakeholder:● for our direct suppliers, desktop reviews are submitted to
EcoVadis and on-site audits are performed;● for our direct suppliers’ production facilities and upstream
supply chain, risks are mapped using the RubberWay®
application and deforestation risks are analyzed.

EcoVadis desktop reviews

The Group’s natural rubber suppliers have been participating in
EcoVadis reviews of their social responsibility and environmental
performance since 2013. If their results fall short of compliance,
remedial action plans are deployed. In 2023, reviews covered thevast majority of our natural rubber suppliers and the CSR
maturity of suppliers representing 94% of total spend wasconfirmed as compliant with Michelin standards(1).
On-site audits

A dedicated team performs on-site audits of every facility
supplying natural rubber to the Group. These audits primarily
focus on quality performance, but also cover CSR issues, such as
the environment (water treatment, etc.) and employee health andsafety. Each facility is audited at least once every two years.
Follow‑up audits are systematically conducted, with remedialaction plans mandated in the event of shortcomings.
Supply chain risk assessments

To understand and mitigate deforestation, human rights andother risks in its natural rubber supply chain, Michelin issystematically deploying a variety of risk assessment tools andsystems.
Developed in 2017, the RubberWay® risk-mapping system uses
a mobile app to map environmental and social risks in thenatural rubber supply chain. Supply chain stakeholders, including
raw rubber processing plants, brokers, large plantations andsmallholders, are asked to respond to a questionnaire about
their practices in such areas as human rights, the environment,
agricultural training and market transparency.
The inputted data are then analyzed and summarized on an
online platform to create a map highlighting the areas of potentialsocial and environmental risk. The results are shared with direct
Michelin suppliers and can be used to prepare improvement
plans or deploy mutually designed risk mitigation projects.

(1) This corresponds to 98% of the spending covered by the reviews (see section 4.1.1.3 b).

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In 2019, a joint venture was formed with Continental AG andsoftware publisher SMAG to make RubberWay® a stand-alone
solution, accessible to every natural rubber stakeholder. By 2023,
five tiremakers were using the RubberWay® system, helping todrive faster take-up of sustainable practices across the natural
rubber industry.
SOURCED RUBBER VOLUMES COVEREDBY THE RUBBERWAY® APPLICATION
100

80%

80

69%

64%
55%

60

45%
40

83%

58%

30%
20%

20

7%

0
2018

2019

2020

2021

2023

2022

Deployment with production plant direct suppliers
Deployment with village smallholders

NUMBER OF RUBBERWAY® QUESTIONNAIRESCOMPLETED BY VILLAGE SMALLHOLDERS (CUMULATIVE)
239,583

143,766

27,36542,053Michelin requests that suppliers initially deploy the RubberWay®
app in their production facilities and with their own direct
suppliers. In this way, 83% of sourced natural rubber volumes
were mapped in 2023.
However, the application is most impactful at the farmer level.
Given their vast numbers (around six million worldwide), Michelin
wants enough of them to participate in the RubberWay®
mapping exercise to ensure that it is representative of theirfarming practices. By the end of 2023, this minimum
representativeness had been reached for 69% of Michelin’ssourced volumes, out of a targeted 80% by 2025.
Progress in deploying the RubberWay app and a summary of therisk findings are transparently reported on the Michelin
Purchasing website(1).

41%

25%

The app is currently deployed in Indonesia, Thailand, Malaysia,
Vietnam, Côte d’Ivoire, Ghana, Guinea, Nigeria, Liberia and Brazil.
A total of 239,583 questionnaires had been completed by
the end of 2023.

Michelin is tracking the specific risks of deforestation in its
smallholder supply sheds using a dedicated assessment tool
developed in association with the WWF. In 2021, a preliminary
analysis was conducted, covering the main sourcing countries.
Initially, the tool analyzes the environmentally sensitive areas
around each natural rubber processing plant, based on a
uniform radius. The factories are then prioritized, based on therisk found, for a detailed mapping of the supply chain. In 2022,
eight plants and action plans were identified based on the resultsof this second analysis phase. In 2023, Michelin took thiscommitment to the next level by working with its natural rubber
network and suppliers to geolocate all the smallholder rubber
farms across its supply chain, in line with the new European
Union Regulation of Deforestation-free Products. These farms
were then assessed to confirm their compliance with bothMichelin commitments and deforestation legislation. Wide-scale
deployment and systematic assessment of deforestation-free
operations are now underway.

4

The Group is engaging with suppliers in combating deforestation,in particular by seeking opportunities to directly address the risks
in priority geographies.

52,267

11,278
2018

2019

2020

2021

2022

2023

(1) https://purchasing.michelin.com/en/sustainable-natural-rubber-policy/.

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Frontline initiatives

MICHELIN COMMITMENTS TO DEVELOP A MORE SUSTAINABLE NATURAL RUBBER SUPPLY CHAIN
Target to develop capacity building for 30,000 smallholders by 2030
AGROFORESTRY (Thailand)
Biodiversity & livelihood
Project: 2022 - 2025
1,000 village smallholders
Co-financed by Group Renault
under GPSNR(3) umbrella

SIPH (Ivory Coast-Ghana)
Labor contact & land tenure
Since: 2021
National supply chain
With APROMAC(1), FIRCA(2)MAHAKAM, (Indonesia, East Kalimantan)
Livelihood & environment
Project: 2022 - 2025
Financed by Michelin
2,000 village smallholders
AMAZONAS (Brazil)
Livelihood & forest preservation
Since: 2021
~ 800 ‘seringueiros’
Financed by Michelin Foundation
Deployed by WWF

(1)
(2)
(3)

RIVER (Sri Lanka)
Livelihood & environment
Project: 2022 - 2025
6,000 village smallholders
Co-financed by French Finance
Ministry

Association des Professionnels du Caoutchouc Naturel de Côte d'Ivoire
Fonds Interprofessionnel pour la Recherche et le Conseil Agricoles
Global Platform for Sustainable Natural Rubber

RLU CPP (Sumatra & East Kalimantan)
Livelihood & environment
Since: 2020
1,000 village smallholders
Financed by Michelin

CASCADE (Indonesia, Sumatra)
Livelihood & environment
Project: 2020 - 2024
1,000 village smallholders + 5,500 smallholders (Boost)Co-financed by Porsche

The Global Platform for Sustainable Natural Rubber(GPSNR)and Objectives, Smallholder Representation, Capacity Building,Shared Responsibility and Risk Assessment.

To drive faster progress toward a more sustainable natural
rubber supply chain, Michelin worked with a diverse group of
stakeholders to create the multi-stakeholder Global Platform for
Sustainable Natural Rubber (GPSNR).

For more information, please visit www.gpsnr.org.

It is now leading improvements in the environmental and socioeconomic performance of the entire natural rubber industry.
GPSNR brings together stakeholders from across the natural
rubber value chain, including farmers, processors and brokers,
tiremakers and other users, automakers and civil society, with theparticipation of a large number of NGOs.
Michelin chaired the GPSNR Executive Committee until the end of2021 and remains one of the organization’s most active
members. In 2023, it participated in six GPSNR working groups:
Transparent Reporting Task Force, Assurance Model, Strategy

To find out more:

More extensive information about our natural rubbercommitments may be found on the dedicated Michelin
Purchasing website(1), which presents the following documents,
generally organized around the four themes of people, theenvironment, farmers and stakeholders:● the latest version of the Sustainable Natural Rubber Policy;● the Sustainable Natural Rubber Roadmap 2020-2025;● annual reports on Michelin Natural Rubber Operations andSupply Chain;● a set of comprehensive, regularly updated indicators thattrack progress on the sustainable natural rubber policy.

(1) https://purchasing.michelin.com/en/sustainable-natural-rubber-policy/.

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4.1.4.3 Guaranteeing the quality of our products and services

SDG 3.6 and 11.2

Offering our customers the finest quality products and services in each market segment we decide to serve.

Safety risks associated with tire products
Tires are still Michelin’s core business, in which it holds robust leadership positions around the world and across every operating
segment: automotive, road transportation (bus and subway tires) and specialty markets (two-wheel, aircraft, earthmover, agriculture,
construction and materials handling tires).
Like all tiremakers, if defects were to appear in its products during their use or if they failed to comply with applicable regulations,
Michelin could be faced with liability claims or be required to recall the products.

Specific nature of the risk
Michelin’s focus on customer needs and the quality of its products and services has built confidence in the MICHELIN brand andcontributed to the Group’s performance.
Although there have been no material events in recent years, should a safety failure occur, this would have a serious adverse effect on
the reputation of the MICHELIN brand(1).

Michelin Quality
Throughout Michelin’s history, the attention that the women andthe men of the Company have paid to the needs of its customers
and to the quality of its products and services has fosteredconfidence in the MICHELIN Brand and nurtured the Group’s
performance. Quality remains critical to the safety of products
and services and to their compliance with applicablerequirements.
Since its founding, Michelin has always nurtured a powerful
quality culture. Enhancing the mobility of people and goods
requires an uncompromising attitude towards the safety andquality of every product and service. Every Group employee, at
every point in the value chain, is trained and engaged in delivering
Michelin Quality to his or her customers.
“Together, through the contribution of each employee and ourcommitment to continual improvement of our Quality Management
System, we strive every day to guarantee the core promises we maketo our Customers and Stakeholders.” (2)The product and service quality governance systemcomprises:● a Corporate Internal Audit, Risk Management, Internal
Control and Quality Department, which reports to theGroup’s management bodies;

The governance system defines the Group’s quality policies,
including quality guidelines and standards underpinning its ability
to sustainably deliver high value-added products and services to
its customers and nurture their trust, as well as the trust of all of
its other stakeholders.

4

In each of the major areas of quality control – raw material andcomponent procurement, product and service design andproduct manufacturing – the quality teams are empowered toperform their role and mission independently, including when
deciding to bring a new product to market or to recall a productthat does not comply with Group quality standards.
The Quality Process
Known as the Customer Promise Guarantee, the Michelin Quality
Process is designed to deliver total customer satisfaction. Applied
to every aspect of the business, it ensures that the Group:● knows its customers and markets;● develops products and solutions aligned with their needs;● fulfills its commitments in implementing its solutions;● clearly communicates its Promises to customers;● detects shortfalls and responds quickly;● measures customer satisfaction.

● a Quality Network at the operations level, comprising the
Quality Departments in the business lines, operating units
and regional organizations.

(1) See section 2.1 Risk factors specific to Michelin, description and related management systems/Risk 12: Product safety.
(2) Excerpt from Michelin’s Quality Statement.

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GU
A
R
A
N

We measure thesatisfaction of
our Customers.

WE KEEPOUR
PROMISESBECAUSE...

We respect ourcommitments throughour operations.
We clearly communicate
the promises containedin our oﬀers.

G
U
A
R

These six steps could not be implemented without thefoundation underpinning the Customer Promise Guarantee:● management’s unflagging commitment;● a special focus on the employee experience;● skills;● standards;● reliable data and indicators.

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s
R
E

Mindset& SKILLSSYMMETRY OFCONSIDERATIONS

We develop oﬀers
that meet their
expectations.

STANDARDS

We respect ourcommitments throughour operations.

ROMISES TO
RP
C
US
OU
T
O
M

We know ourCustomers andour markets.

We detect deviations
from our promises andreact promptly.

MANAGEMENTCOMMITMENTETEOMISES
R PR
TO
U
O
CU
E
E
ST
T
N
A

s
ER
M
O

RELIABLE
DATA

KPI's

CLOSE UP: “We fulfill our commitments
in implementing our solutions”

Supplier quality assuranceWith regard to suppliers, Product/Service Safety standards arefactored into raw materials specifications. Suppliers agree toensure that these standards are properly understood andapplied by their employees, with compliance verified during
supplier audits.

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Revised in 2020 and integrated into the Michelin Purchasing
Principles, the Supplier Quality Assurance process specifies how
Michelin intends to apply its quality policies in its supplier
relations and in managing the quality of purchased products andservices. The process of selecting suppliers, and then monitoring
their performance, involves more than 200 supplier quality
system audit (ESQF) procedures and on-site technical inspections
performed by experienced Michelin quality auditors and/or
technical experts in each field(1). The audit framework is based onMichelin standards that reflect the ISO 9001: 2015 and IATF
16949: 2016 quality standards and the specifications of OEM
customers. Following each audit, Michelin auditors assign a score
to the supplier, who must agree to take any corrective action
required in response to the audit findings. If necessary, a followup audit or technical inspection is scheduled.
The annual audit plan is validated and tracked by a governancebody comprising representatives from the Purchasing, Quality,
Technical and Manufacturing departments.
Quality management system
In the case of product design and manufacturing, the Michelin
Quality Approach is defined and instilled into every aspect ofthese processes by a quality organization supported by a quality
management system. This approach is designed to manage andcontinuously improve how the Group operates to guarantee
quality throughout the design and production of its products andservices and, more generally, fulfill its customer promises. It
defines the fundamental practices that are integrated into
employee training so that they are understood and applied byeveryone in their respective areas of responsibility.
The Michelin Group’s quality standards are based on theindustry’s highest international standards and strictest legislation
covering consumer health & safety and environmental
protection.
To verify the compliance of its quality management system,
Michelin regularly seeks certification from independent
organizations.

100%of Michelin tire manufacturing
plants and support processes havebeen certified to

In response to automaker customers, the plants that
manufacture and deliver original equipment tires have beencertified to IATF 16949: 2016, which specifically describe thedevelopment and production processes for auto parts.
In addition, the Group conducts internal and external
assessments to guarantee the quality specified by certain OEM
customers, such as VDA 6.3, FORD Q1, GM QPR.
Safety trials and tests
Products designed and manufactured by the Group areextensively tested and assessed to ensure that they meet all thesafety standards defined by Michelin in addition to regulatory
standards.
In the case of regulations, the Group performs the tests definedin applicable legislation(2) to earn initial approval for its products
and ensure their long-term conformity of production (CoP).
In 2023, for example, the Group performed several thousand
regulatory tests, representing a run-time of more than 220,000
hours.
Annual CoP control plans addressing all the regulations in force inthe markets served by the Group(3) are prepared for eachproduction unit(3). Implementation of these plans and theiroutcomes are tracked internally by the Quality Department and, if
necessary, externally by government-mandated bodies at theirrequest.

4

Drawing upon its technical expertise and market intelligence, theMichelin Group has also defined its own safety standards foreach type of product and each usage category. These standards
are approved and reviewed quarterly by dedicated steeringcommittees, made up of the technical and quality managers
concerned. All of them are expressed in internal standards
manuals that refer to the corresponding tests approved for CoP
control. To offer customers products that meet Michelin’s highest
safety standards, more than 1,500,000(4) hours of safety testing
are conducted every year(5) on the Group’s tracks or inits laboratories.
Most of these regular tests are performed by the Group. For thispurpose, Michelin has a network of material measurementlaboratories and tire testing centers in Europe, Asia and theUnited States, which are all certified to the NF EN ISO/CEI
17025 standard.

ISO 9001: 2015
STANDARDS(1) See section 4.1.4.2 Demonstrating our CSR commitments through responsible procurement policies.
(2) Such as the various UNECE regulatory standards (R30, R54, R75, R106, R109, R117, R2017/2400, etc.) applied in China, India, Indonesia, Thailand, the United States, Brazil and the
Gulf States.
(3) Because it depends on the number of products in production, the number of products tested and tests performed can vary from one year to the next.
(4) Actual hours of testing in 2023.
(5) Including safety tests requested by our OEM customers.

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Product/Service Safety Training
Every employee in operations that could potentially have an
impact on safety is trained in Product/Service Safety practices.
In the design offices, the training curriculum for design engineers
is informed by a culture of risk management. The validation andcertification earned after completing the courses attest that they
have acquired the requisite knowledge and expertise, which arethen regularly monitored by management and specialized
experts in each discipline. Internal control campaigns assess thetraining’s compliance with risk management guidelines and safety
and regulatory standards.
In the production workshops, safety protocols are the building
blocks of the “Cardinal Rules of Quality” that are applied acrossthe Michelin manufacturing base. During induction training, theRules are taught to all newly hired production operators, who aretested prior to taking up their positions to ensure that they haveunderstood each one and how it is implemented. Regularrefresher courses are also offered. Employees pay carefulattention to the Cardinal Rules of Quality, which are continuously
assessed by management, especially during on-site visits.
Any form of non-compliance triggers an appropriate
management response. Retraining is periodically offered andregular information keeps everyone alert and aware. For themost sensitive positions, certification is awarded only after
independent validation by the Quality Department, thereby
ensuring that the employee has acquired the requisite skills.
Dedicated control plans are in place to ensure that thesecapabilities are tracked and maintained over the long term.
Training in the Cardinal Rules of Quality and Quality Culture areaudited by an internal control process.
Quality managers act as customer risk management experts.
In particular, the Design Quality Assurers and the Manufacturing
Operations Quality Managers are trained in Product Safety andCompliance in accordance with prevailing standards.
Customer training and support
Another significant focus of the Group’s quality standards is toensure that Michelin-delivered products and services are alignedwith customer usage conditions. The marketing and sales teams
constantly strive to understand customer needs and the risks
arising from unusual or extreme conditions of use in
the geographies where the products and services are sold.
Their feedback is noted in the specification sheets and addressedby the research and development teams. Advice and support in
the proper use of products and services is provided throughtechnical brochures and training, including an ongoing, Michelinled program of customer training courses.

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We detect deviations
from our promises andreact promptly.

CLOSE-UP “We detect shortfalls andrespond quickly”

Monitoring markets and responding to quality
eventsMichelin has also deployed a system for constantly tracking thereal-world performance of its products and customer service inorder to detect even the most latent issues and respond quickly
and effectively if necessary. This system is based on:● Customer rooms, located close to key markets and equippedwith all the necessary capabilities, that capture customer
dissatisfaction and then respond, as quickly as possible, withinitiatives that effectively fulfill the customer promise. If
necessary, they can hand the problem over to the Quality
Platforms;● Quality Platforms, generally organized by product segment,that oversee the tracking of in-market product performance.
They review all available information and data to assess any
impacts on the safety of product users. This information may
come from outside, via the customer rooms or othersources, such as in-use safety incident reports, or from inhouse, via alerts from the design, manufacturing or test
teams;● a review by the Product Performance Monitoring Board threetimes a year to ensure that the system is consistent with theGroup’s Quality Policy provisions and procedures.
In a situation where a product or service designed and/or
manufactured and/or marketed by the Michelin Group and/or
bearing one of the Group’s brands exposes customers to apotential or proven safety risk, the appropriate Quality Platform
will initiate a dedicated process, defined and supervised by the
Corporate Quality Department, to assess the potential impact on
customer safety. If need be, a decision may be made to recall the
product from the market to ensure customer safety. Suchvoluntary recalls are consistently carried out in compliance withlegislation applicable at the date of the decision.
In 2023, across the entire Group, all its brands and all its tire
products, five voluntary recalls were issued, concerning 622,460
products of the total 200 million or so manufactured every yearby the Group [SASB TR-AP-250a.1].

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These recalls applied to:● 98 passenger car tires, which were recalled in March 2023 insupport of a car manufacturer. Under certain specific/extreme
conditions of use, a manufacturing issue may have resulted ina loss of pressure.
● 365 passenger car tires sold primarily in Europe, which wererecalled in April 2023 in association with a car manufacturer.
The component used for the tread does not meet our internal
specifications and could lead to a potential problem with thevehicle handling and/or longer braking distance, mainly on wet
surfaces.
● 619,716 Agilis CrossClimate C-Metric tires which were recalledin April 2023 in North America. These tires are marked withthe three peak mountain snowflake symbol but do not meet
the test requirements for traction in severe snow conditions.
● 1,829 passenger car tires, which were recalled in July 2023 inSouth-east Asia and Mexico. These products do not meet ourinternal specifications. Balancing difficulties and vibrations mayalert the user, but a rapid loss of pressure cannot be totallyruled out under certain sustained and prolonged conditions ofuse.
● 452 tires fitted on vintage cars in North America, as anextension of the recall already launched end of 2022 due tothe absence of “DOT” letters on the sidewall markings.
All of the recalls were issued voluntarily as a preventive measure
and carried out in a fully transparent manner. Each one specified
the model number, date of manufacture and other information
enabling the recalled product to be easily identified, as well asa description of the defect, an assessment of the risks, anidentification of the root causes and the corrective actions taken.
Where applicable, regulatory authorities were informed in fullcompliance with prevailing legislation and guidelines.
Stakeholders such as automakers, wholesalers, dealer networks
and customers were also informed through appropriate
channels. During each recall campaign, a multidisciplinary teammanaged deployment of the action plan in accordance withGroup procedures. To assess the recall’s effectiveness, thecampaign is continuously and systematically tracked by the
Quality Department.

We measure thesatisfaction of
our Customers.

CLOSE-UP “We measure customer
satisfaction”

The Group has used the Net Promoter Score® (NPS®) as anindicator to measure customer satisfaction and, if needed, to takecorrective action to improve it.
Since 2020, the Group has been tracking the Partner NPS, a
composite metric that is the weighted average of the OEMs anddealers macro-clusters.
In addition, the new End Customer NPS indicator will be deployedin 2024.
OUR OBJECTIVE:
The Group is committed to increasing the Partner NPS
by ten points by 2023 compared to 2020.
NPS

40.3 points

41.6 points

42.7 points

Target:50 points

2020

2022

2023

2030

NPS

In 2023, the score improved by 1.1 points to 42.7, with gains
among both OEM and dealer customers.
The quality of the Group’s products and its brand identity areclearly esteemed. On the downside, some customers
commented negatively on certain price increases or expected
improvements in the supply and delivery chains, although in thelatter case, the comments improved over the year.

4

In addition, in 2023, customers and independent rating agencies
continued to recognize the commitment of the Group and all its
employees to improving their experience. The Group received awide array of awards and distinctions.
For the 20th year in a row, the J.D. Power US Original Equipment
Tire Customer Satisfaction Study® once again ranked Michelin at
the top in the Luxury and Truck/Utility segments in North
America.

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Our OEM customers also recognized our excellent relations witha number of awards, including the Supplier Excellence Award
from Caterpillar; a Masters of Quality Award from Daimler Truck;
the Best Supplier Award from Jiangxi Copper Group for the fifth
straight year; the 2024 Competitive Tire Partners Award fromBMW AG; and the 2023-2025 Preferred Partner Award by
Mercedes Benz China.
For the fourth year running, its Customer Call Centers werenamed Best Customer Service of the Year in the tire
manufacturer category in its three European host countries(France, Germany and Spain).

4.1.4.4 Playing an active role in ensuring consumers’ safety on the road and safeguarding
the environment
Minimum performance standards

Tire labeling

European legislators have introduced minimum tire-performancestandards, as specified in Regulation EC No. 661/2009 andUnited Nations’ ECE Regulation 117. The Michelin Groupsupported the introduction of these regulations, offering dataand other input to help define the minimum performance levels.
These standards cover:The new version of the EU tire labeling regulation (2020/740) has
pushed the labeling beyond rolling resistance, wet grip and noise
performance, in particular by improving consumer information.
The “3PMSF snow” and “ice” logos are now displayed on the label
and technical information is registered in the publicly accessible
EPREL database. Published in 2020, this labeling regulation has
been in effect since May 1, 2021. Label information will be
extended in the future to other performance parameters, suchas the rolling resistance of retreaded tires or tire abrasion, as
soon as suitable testing methods are available.

● rolling resistance;● noise;● wet grip.
They are designed to limit a tire’s environmental impact andimprove road safety. Introduced in 2012 for all new products, thelegislation has been gradually extended, in precisely definedphases, to products already on the market. Compliance of new
Passenger car, Light truck and Truck tires is verified bygovernment technical services when the product is certified.
Stricter rolling resistance thresholds derived from Regulation
No. 117 have been applied in the European Union sinceNovember 2016.
In 2023, as proposed by the tire industry, even higher rolling
resistance and wet grip standards were approved by the UN for
application over the 2024-2026 period.
The setting of regulated performance levels, which was originallya European initiative, is now being extended via UNECE
Regulation No. 117, in legislation passed by countries that signed
the UN’s 1958 agreement concerning uniform technicalprescriptions for wheeled vehicles. Since then, many countries,
such as Turkey, Israel, Brazil and Russia, have introduced similar
legislation and Japan is planning to do so in 2024.
Among the countries that did not sign the 1958 agreement, theUnited States and India have decided to introduce at some futuredate the same type of standards to protect the environment andimprove consumer safety. Other countries, like China, South
Africa, Morocco, Thailand and the Gulf States, are also discussing
such measures. In each of these countries, Michelin has been
supportive of the application of these standards and whenrequested, is helping to define the minimum requirements.

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Other countries have introduced similar regulations for certain
tire categories. In each one, the Michelin Group, when requested,
helped to define the terms (e.g.: India, Morocco in progress).
In 2023, the Group did not incur any fines or penalties for noncompliance with regulations and/or voluntary codes concerning
product and service information and labeling [GRI 417-2].
The impact of tires on vehicular CO2 emissions
The rolling resistance of Passenger car, Light truck or Truck tires
accounts for 15% to 30% of an internal combustion vehicle’s fuelconsumption and therefore its CO2 emissions, depending on thevehicle, its use and how it is driven. This is why Michelin is
encouraging the use of vehicular carbon emission assessment
methods that are precise enough to accurately ascertain thecontribution of the various factors, including tire rolling
resistance. For example, Michelin proposed including a metric in
the R154 and WLTP regulations measuring actual emissions withvery low rolling resistance tires. Its proposal was accepted in thelatest UNECE regulation on October 8, 2022. This approachencourages transparency by suppliers and technical competition
to reduce rolling resistance and, with it, carbon emissions.

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Moreover, in Europe, the Vehicle Energy Consumption Calculation
Tool (VECTO) developed for the European Commission serves as
the basis for Regulation (EU) No. 2017/2400 on the determinationof CO2 emissions and fuel consumption of heavy-duty vehicles.
The regulation, which has been in effect since January 1, 2019 andwas extended to buses, coaches and heavy vans in 2022, takes
into account the energy performance of a vehicle’s different
components, including tire rolling resistance.

Once this method is available, the Euro VII working group willdefine minimum abrasion standards. Tires may be sold in Europe
only if they meet this minimum standard after measurement andhomologation.

In the United States, the Environmental Protection Agency (EPA)
and the National Highway Traffic Safety Administration (NHTSA)
have issued Phase 2 of their greenhouse gas emissions and fuelefficiency standards for medium and heavy-duty engines.
The standards, which have been in effect since the 2018 model
year, are becoming stricter every year. On November 12, 2021,
however, the regulation’s scope of application was changed when
the U.S. Court of Appeals, D.C. Circuit ruled that the EPA and the
NHTSA did not have the authority to regulate trailers pulled byhauling trucks. As a result, the regulation no longer applies totrailers. However, all other types of motor vehicles listed in theregulation must continue to comply with the law.

Many countries, particularly in Europe, now require drivers to fit
winter tires on their vehicles, either for a given period or when
demanded by weather conditions, or else in particular regions or
at particular times. However, while these rules generally stipulatethat only manufacturer-marked Mud and Snow (M+S, M.S. or
M&S) tires may be mounted, such markings do not correspondto the tire’s demonstrated performance in snowy conditions.
Michelin is urging that national highway codes be amended withan obligation to fit only winter tires marked with the Three-Peak
Mountain Snow Flake (3PMSF) symbol, which means that they
have demonstrated minimum required snow grip. France
introduced such markings in March 2017, followed by Sweden in
2019.

These standards stipulate that, before certification, a new vehicle
must be tested for compliance using the Greenhouse Gas
Emissions Model (GEM) simulation tool, two of whose variables
are tire rolling resistance and vehicle weight.
The impact of tires on vehicular particle emissions(1)

In December 2023, the European Parliament and Council
reached a provisional agreement on the Euro VII regulation.
As part of the regulation’s development, since April 2022, Michelin
has been an active member of a UN working group formed todefine a suitable method of measuring abrasion performance inpassenger tires and setting acceptable abrasion limits.
The introduction of Euro VII standards, which are designed toreduce gaseous, particulate and solid pollutant emissions, andthe ensuing sale of compliant vehicles will have a direct impact ontires. Compared with current Euro VI standards, Euro VII will be
extended to wear particle emissions from brakes and tires. Thesetire road wear particles (TRWPs) are the physical result ofabrasion from a tire’s grip on the road. A method to measuresuch abrasion is currently being developed by the UN’s Working
Party on Noise and Tyres, which proposes to measure tire weightloss per kilometer traveled and per tonne of load on the tire.

Michelin supports this approach, which will help to reduce thequantity of particles in the environment.
Snow performance of winter tires

Worn tire performance
The existing minimum standards for rolling resistance, noise andwet grip concern the measured performance of new tires.
However, newness is fleeting and a tire’s performance evolves as
it wears. In the case of rolling resistance and noise, for example,
performance remains the same and sometimes actually
improves with wear, so it makes sense to define their minimum
standards on the basis of a new tire, as is currently the case.
On the other hand, a tire’s wet grip declines as it wears. In 2019,
the EU approved the introduction of a regulation governing thewet-grip performance of worn tires. Michelin participated in the
United Nations working group that is developing the regulatory
method (R117-04) for introducing a minimum wet grip
performance standard in 2024 on worn tires still within the legal
wear limit, so as to ensure that tires deliver acceptableperformance throughout their useful lives.

4

Compliance with materials standards
A multidisciplinary team of experts continuously tracks changes inregulations governing chemicals, the environment and health,enabling the Group to factor them into its strategy and productdesign processes.

(1) See section 4.1.1.2 d) The Michelin 4R circular economy process/ Reduce/Reducing harmful pollution from the use of our products: tire and road wear particles (TRWPs).

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NON-FINANCIAL STATEMENT
Sustainable Development ReportMichelin supports the use of RFID tags to connect
tires and develop new services
Embedding RFID tags into every tire means that each one can beelectronically identified across its entire life cycle. Moreover,associating data with each of these unique IDs is driving the
emergence of new connected services capable of increasing
efficiency, enhancing the user experience and supporting moresustainable mobility. In its commitment to connecting tires,
Michelin is actively encouraging the widespread take-up of RFID
technology. In this way, it has made a major contribution to thedefinition of international ISO standards and the introduction ofstandardized access to tire data. Through a licensing program,Michelin is facilitating access to its intellectual property
concerning RFID tags and embedding processes. Through its
ecosystem, Michelin is supporting its customers in using RFID andfeels that its approach will play a role in the gradual introductionof Europe’s Digital Product Passport.

An active private-sector stakeholder in safe
mobility partnerships
Safety has been part of Michelin’s culture for 130 years. This is
why safe mobility is a priority for the Group, whose initiatives arealigned with the general thrust of the second Decade of Action
for Road Safety 2021-2030, a worldwide United Nations program
aimed at preventing at least 50% of road traffic deaths andinjuries by 2030. Currently around 1.2 million people die on theroad every year.
To meet this goal, Michelin is engaging both its own financial
resources and funds from the Corporate Foundation. The Groupis taking a multi-faceted partnership approach, combining
collaborative programs with multilateral institutions and nongovernmental organizations (NGOs), which are critical local
stakeholders, and businesses.
In 2023, Michelin pursued its commitments to globalorganizations acting under the aegis of the United Nations,
including the SUM4ALL initiative, the United Nations Road
Safety Fund (UNRSF)2 and UNICEF.

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As part of the SUM4ALL initiative, Michelin is engaging in (i) indepth discussions to develop a shared vision of safe mobility (the“Enhancing Policy and Action for Safe Mobility” report presented
at the Leipzig summit in May 2023) and (ii) operational initiatives
to develop actionable policy guidelines to shape national-levelroad safety regulations in the Global South.
The Michelin Foundation is working with the UNRSF to help
support initiatives in low and middle-income countries, with a
special focus on public policy and infrastructure. Examples
include initiatives to introduce speed limits, crosswalks and othersafety measures in Argentina, to develop a regulatory frameworkfor drivers (particularly concerning seatbelts) in Jordan and to
train around 100 police officers in Brazil.
In late June 2022, the Group also formed a new three-year
partnership with UNICEF focused on children’s road safety
education programs in China, Cambodia and the Philippines.
In addition to these multilateral institutional partnerships,
Michelin stepped up its joint initiatives with NGOs in 2023. The
Group continued to support the Youth for Road Safety (YOURS)
NGO, which is dedicated to reaching out to the younger
generation with such creative initiatives as exhibitions and project
sessions to improve safety on city streets. Michelin also remains
committed to its partnership with the Global Alliance of NGOs forRoad Safety, with such capacity-building initiatives as upgrading
infrastructure with data capture (regulating traffic, improving
helmet availability) and supporting a multi-NGO incubator.
Lastly, the Group is working to improve road safety in partnershipwith other major private-sector stakeholders, such as the Global
Road Safety Partnership (GRSP) and the VIA road safety
education program. The latter, which is financed by the Michelin
Foundation and Total Energies in more than 40 countries,
develops road safety training modules that over 600,000
young people have participated in.

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NON-FINANCIAL STATEMENT
Non-Financial Statement

4.2

NON-FINANCIAL STATEMENT

Non-Financial Statement disclosures, as stipulated in Articles
L. 225-102-1(1) and R. 225-105 of the French Commercial Code,may be found in the sections listed in the table of concordance
below (4.2.2).

The business and value creation model is presented in Chapter 1.
It is illustrated by a summary diagram entitled "Our Growth andValue Creation Model" and its components are describedthroughout the section.
All of the other Statement disclosures have been included in the
Sustainable Development and Mobility Report (4.1).

4.2.1 Identification of the main risks
As part of its social responsibility commitment, the Group has
plotted a materiality matrix. This exercise has helped tostrengthen the robustness and relevance of the main identified
issues and to enhance the Group’s overall risk management
process (section 4.1 Sustainable Development Report/
Introduction – Michelin Sustainable Development/Materiality
matrix).
The concerns identified in the new matrix represent not only
opportunities for Michelin to grow and develop its businesses,
but also issues that could involve risks. For this reason, themateriality matrix is closely aligned with the risk map, according to
the table of concordance below, with updates to one resulting inchanges in the other. As such, the materiality matrix serves as theframe of reference in identifying the “main risks” that structure
this Non-Financial Statement, even though these issues are notexpressed negatively as risks. For example, the matrix speaks of“diversity” whereas the risk map is concerned with“discrimination.” Moreover, unlike the risk map, the materiality
matrix also incorporates the perception of Michelin stakeholders.

The method of identifying risks and the systems for managing
them are described in Chapter 2, Risk Management. The main
CSR risk families and the guidelines for managing them areindicated in the introduction to each section of the Sustainable
Development and Mobility Report, according to the methodology
for plotting the materiality matrix and the definitions of theGroup’s risk factors. They have also been post-audited by theInternal Control Department. The risks mentioned in Chapter 4
are “operational” risks. Policies and due diligence procedures arepresented in extensive detail following these introductions, inparticular to express the Group’s sustainable development
strategy quantitatively, qualitatively, transparently and in amanner comparable with reports from prior years.

4

The performance indicators for each of the main risks are mostly
derived from the six strategic objectives for 2030. Means
indicators have also been defined for the main opportunities. For
each of the main risks, an essential indicator has been highlighted
in the Non-Financial Statement table of concordance andpresented in the summary table of key CSR performanceindicators(2). In the interests of transparency and materiality,
however, other indicators have been presented alongside thedeployed policies, depending on the issues addressed.

(1) Information on (i) the impact that the Company’s business operations and the use of its products and services may have on climate change; (ii) the Company’s social commitments to
supporting sustainable development and the circular economy, reducing food waste and combating food insecurity, respecting animal welfare and responsible, fair, sustainable
food systems; (iii) the collective agreements signed in the Company and their impact on business performance and working conditions; (iv) initiatives to prevent discrimination andpromote diversity; (v) measures taken in favor of the disabled; and (vi) the impact of the Company’s business on respect for human rights and the fight against corruption and tax
evasion.
(2) See section 4.1 Sustainable Development Report/Introduction.

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NON-FINANCIAL STATEMENT
Non-Financial Statement

4.2.2 Table of Concordance – Non-Financial Statement
Business and Value Creation Model
Our purpose: “Offering everyone a betterway forward.”

Chapter 1
ProfileScope, organization and main resources

Chapter 1

Our All Sustainable vision for 2030

Chapter 1

Governance

Chapter 3

Michelin investor relations

Chapter 5

Risk management

Chapter 2

Business and value creation model (diagram)

Our business model

Chapter 1

Core businesses, operational excellence andoutcomes

Growing With tires, Around tires, Beyond tires

Chapter 1

Challenges, strategy and performance

Message from the Managing Chairman

Chapter 1

Into the future

Chapter 1

Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
Materiality matrix
No. issue
1

Employee health andsafetyMain risk
identified in the
CSR map
9 – Employee andcontractor healthand safety

Policies, due diligence and outcomes

Key Performance Indicators
and Objectives/Key outcomes

4.1.3 Employee and contractor health,safety and security

 Achieve a total case incident rate (TCIR) of
less than 0.5 in 2030
 Achieve and maintain an 85% employee
engagement rate Workplace well-being indicator, with atarget of 80% by 2030

2

Quality and safety of 8 – Tire productproducts and services safety3

4.1.1.1 a) Transition plan: decarbonizing our
Direct contribution to 6 – Climate change
climate change
impact of our Scope operations/Scopes 1 & 2: reaching net zero
(Scopes 1 & 2)
1 & 2 operations
emissions in the manufacturing operations
by 20504_292

Environmental
impact of raw
materials

4 – Non-climatechange-related
impact of our raw
materials on theenvironment

4.1.4.3 Guaranteeing the quality of our
products and services

4.1.1.2 Enhancing the circularity of our
products

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN Improve the Partner NPS by ten points
and the End Customer NPS by five points
by 2030
 Scopes 1 & 2: reaching net zero emissions
in the manufacturing operations by 2050
 Composite i-MEP indicator, with a targetof a one-third reduction by 2030 versus
2019 Use only renewable or recycled materials
by 2050. Commitment to using 40%
renewable or recycled materials by 2030
 Percentage of natural rubber volumes
used by the Group assessed as
deforestation-free, with a target of 100%in 2030

4

NON-FINANCIAL STATEMENT
Non-Financial Statement

Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
Materiality matrix
No. issue
5

Indirect contribution
to climate change(Scope 3)

Main risk
identified in the
CSR map
3 – Climate change
impact of our
suppliers (Scope 3)

Policies, due diligence and outcomes
4.1.1.1 a) Transition plan: decarbonizing
our operations
Scope 3: reducing emissions fromour transportation operations
Scope 3: reducing emissions frompurchased raw materials and components

Key Performance Indicators
and Objectives/Key outcomes Reduce CO2 emissions in transport
activities by 15% in 2030 compared with2018
 Percentage of CO2 emissions fromsuppliers of purchased goods andservices (Scope 3, category 1) that haveset science-based greenhouse gas
emission reduction targets.

1 – Climate change
impacts fromthe use of our
products (Scope 3)

4.1.1.1 b) Transition plan: company strategy/  Improve the energy efficiency of tires by
10% in 2030 compared to 2020
Designing ultra-energy efficient products

4.1.4.2 Demonstrating our CSR
commitments through responsible
procurement policies

6

Respect for humanrights in the supplychain

2 – Supplier failure
to respect humanrights7

Sustainable sourcing
and responsible
supplier relations

5b – Noncompliance with our
Supplier Relations
Code of Conduct Percentage of suppliers confirmed
as compliant with Michelin’s human rights
standards, with a target of at least 95% in
2030
 Percentage of natural rubber volumes
used by the Group covered by humanrights assessments of a representative
sample of farmers (via the RubberWay®
application), with a target of 80% in 2025

4

 More than 90% of purchasing employees
trained in ethical risks in supplier relations
8

Development of
Chapter 1: Our Michelin in Motion 2030 strategic plan is designed to grow our business with, aroundproducts and services and beyond tires. We are seeking targeted growth in tires and investing in growth territories aroundbeyond tires
and beyond tires, with the goal of generating 20% to 30% of our revenue from these new businesses.
Strategic risk addressed in section 2: M&A and image

9

Diversity and equal
opportunity

7 – Discrimination

4.1.2.2 Instilling an inclusive culture ofdiversity and preventing discrimination

 IMDI: Composite indicator tracking
diversity and inclusion – target of 80/100
in 2030
 Percentage of women in management
and among senior executives, witha target of 35% in 2030
 Percentage of employees receiving adecent wage, with a target of 100% in
2025

10

Business ethics

5a – Ethicalviolations

4.1.4.1 Ensuring ethical business practices

 98% of employees trained inanti‑corruption practices in 2030
 Number of alerts to the ethics hotline

Impact of the Group’s business operations
 on respect for human rights

4.1.2.1 Ensuring respect for human rights
4.1.4.2 Demonstrating our CSR commitments through responsible procurement policies

 on the fight against corruption

4.1.4.1 b) Taking a firm stand against corruption

 on the fight against tax evasion

4.1.4.1 f) Combating tax evasion

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NON-FINANCIAL STATEMENT
Non-Financial Statement

Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
Materiality matrix
No. issue

Main risk
identified in the
CSR map

Policies, due diligence and outcomes

Key Performance Indicators
and Objectives/Key outcomes

Impacts on climate change
4.1.1.1 Implementing a climate strategy

 of the Company’s business operations

4.1.1.1 a) Transition plan: decarbonizing our operations/Scopes 1 & 2: reaching net zero
emissions in the manufacturing operations by 2050
4.1.1.4 c) Reducing energy use and greenhouse gas emissions
4.1.1.1 a) Transition plan: decarbonizing our operations/Scope 3: reducing emissions
from our transportation operations
4.1.1.1 a) Transition plan: decarbonizing our operations/Scope 3: reducing emissions
from purchased raw materials and components
 of the use of the Company’s products andservices

4.1.1.1 b) Transition plan: company strategy/Designing ultra-energy efficient products

Social responsibility commitments to supporting
4.1.1.3 Supporting biodiversity

 sustainable development

4.1.2.5 Encouraging employee and corporate engagement in local communities
 the circular economy

4.1.1.2 Enhancing the circularity of our products

 initiatives to reduce food waste

Given the nature of the Michelin Group’s manufacturing operations, this information
does not correspond to a major risk. However, related initiatives are being undertakenby the Group’s food service providers at the local level.
In addition, as part of its Maps & Guides business, Michelin has created the Sustainable
Gastronomy distinction, which was awarded for the first time in 2019. The MICHELIN
Green Star award enables users and readers to find restaurants in the various
selections that are leading the way in environmentally responsible fine dining. In this way,
the MICHELIN Guide hopes to raise awareness and encourage action in the restaurant
industry and among consumers. Lastly, by showcasing the restaurants through all its
interfaces and communication channels, the MICHELIN Guide is expressing its
commitment to bringing together gastronomic transition stakeholders and encouraging
positive emulation across the sustainable fine dining and food community.

● stronger ties between French citizens andthe armed forces and enlistment in thereserves

Signed in 2017, the first agreement to support the military reserves policy was renewedin 2022 under the same conditions.
Under its terms, reservist employees of MFPM and its subsidiaries(1) may be granted up
to 12 working days of paid leave per year to facilitate their service in the French Army, Air
Force or Navy, the National Gendarmerie, the National Police Force, or armed forces
support organizations such as the Armed Forces Health Service, the Defense
Procurement Agency (DGA), the Services of Supply, the Operational Energy Service (SEO)
and the Defense Infrastructure Service (SID). There are currently around 70 reservists
among Michelin employees in France.
The various aspects of the employee reservist system are explained in detail on a
dedicated intranet page.
To raise employee awareness of opportunities to serve in the military reserves, eventsare periodically organized at Group facilities, at Carmes, Cataroux and Ladoux in 2020,
for example, and at Montceau in 2023.
In addition, Michelin received the 2021 National Guard Award in recognition of its
commitment to supporting its reservist employees. Health restrictions that year
prevented the presentation of the award, which was finally presented in March 2023.
Note as well that Florent Menegaux is a colonel in the French Army’s citizen's reserve.

(1) Pneu Laurent and the Bassens plant operated by Société du Caoutchouc Synthétique Michelin.

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NON-FINANCIAL STATEMENT
Non-Financial Statement

Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
Materiality matrix
No. issue

Main risk
identified in the
CSR map

Policies, due diligence and outcomes

Key Performance Indicators
and Objectives/Key outcomes initiatives to combat food insecurity

Given the nature of the Michelin Group’s manufacturing operations, this information
does not correspond to a major risk.

 responsible, fair, sustainable food choices

Given the nature of the Michelin Group’s manufacturing operations, this information
does not correspond to a major risk.

 animal rights and welfare

Given the nature of the Michelin Group’s manufacturing operations, this information
does not correspond to a major risk.

Information on collective bargaining agreements signed in the Company and their impact on business performance and employee
working conditions
Since these issues do not represent a major risk, they are not discussed in this report.
Initiatives to prevent discrimination and promote diversity, and measures taken in favor of the disabled
4.1.2.2 Instilling an inclusive culture of diversity and preventing discrimination

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Non-Financial Statement

4.2.3 Table of Concordance – Other CSR Issues
Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
No. Materiality matrix

Other identified risks andissuesDescription

Policies, due diligence and outcomes

4.1.2.5 Encouraging employee
and corporate engagement inlocal communities

4.1.2.5 a) Supporting local jobs andbusinesses with Michelin Development

HUMAN RIGHTS
17

Local community
development

4.1.2.5 b) Participating harmoniously in local
community life through our employees
4.1.2.5 c) The Michelin Foundation:
demonstrating our corporate culture andvalues
4.1.2.5 d) Addressing the risk of potentiallynegative impacts of our business on local
communities

19

Attracting
and retaining talent

Lack of attractiveness4.1.2.4 Supporting employee
growth and development

4.1.2.4 b) Employer appeal, promoting
from within, team succession plans
4.1.2.4 c) Employee growth and development
4.1.2.4 d) A division of roles to support theprocess
4.1.2.4 e) Enhancing skills through training
2.1 Risk factors specific to Michelin/Risk 10:
Lack of employer attractiveness/employee
retention

20

Developing
employee skills

Managing social cohesion,
people and human rights/
Employee skills mismatch

4.1.2.4 Supporting employee
growth and development

4.1.2.4 a) Human resources planningand development
4.1.2.4 c) Employee growth and development
4.1.2.4 d) A division of roles to support theprocess
4.1.2.4 e) Enhancing skills through training

22

Employee volunteer
service

4.1.2.5.b) Participating harmoniously in local community life through our
employees/Michelin Volunteers guidelines

EMPLOYEE HEALTH AND SAFETY
21

Fostering workplace
well-being

4.1.3.4 Ensuring well-being in the workplace: improving work-life balance

ENVIRONMENT AND CLIMATE CHANGE
14

Air quality

Air and water pollution

4.1.1.4 c) Reducing energy use and greenhouse gas emissions
4.1.1.4 d) Reducing harmful emissions

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15

Eco-design of our
products andservices

Environmental risks from raw 4.1.1.2 b) Deploying eco‑design practices
materials and end-of-life
tires

16

End-of-life products

Environmental risks from raw 4.1.1.2 d) The Michelin 4R circular economy processmaterials and end-of-life
tires

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NON-FINANCIAL STATEMENT
Non-Financial Statement

Managing the social and environmental impact of our business operations
4.1 Sustainable Development Report
No. Materiality matrix
24

25

Other identified risks andissuesDescription

Policies, due diligence and outcomes

Responding toenvironmental
damageRisks related to the physicaleffects of climate change

Addressed in Chapter 2 Risk Management

Protecting soil
quality andbiodiversity

Damage to biodiversity

4.1.1.3 Supporting biodiversity

Section 2.1 Risk factors specific to Michelin, descriptions and related
management systems/Risk 1 – Physical effects of climate change
4.1.1.3 a) The Biodiversity Operational
Committee
4.1.1.3 b) Dependencies and impacts ofMichelin’s operations on nature
4.1.1.3 c) Michelin's commitment tobiodiversity
4.1.1.3 d) Preserving biodiversity andecosystems in rubber tree farming
4.1.1.3 e) Preserving biodiversity around
Group manufacturing and research facilities

26

27

Waste management

Responsible water
management

Risks arising from the tire
manufacturing process andend-of-life tires

4.1.1.4 e) Reducing and managing waste

Air and water pollution

4.1.1.4 f) Reducing water withdrawals and effluent discharge

4.1.1.2 d) The Michelin 4R circular economy process

4

OTHER MATERIALITY MATRIX ISSUES
12

Data protection

4.1.4.1 e) Protecting employee privacy and personal data

13

Responsible governance

4.1 Sustainable Development Report/Introduction – Michelin Sustainable
Development/Governance

18

Transparency and access to information

4.1 Sustainable Development Report/Introduction – Michelin Sustainable
Development/Non-Financial Statement: Michelin, a recognized All Sustainableapproach
4.1.2.3 i) Transparency: information concerning redundancy plans, job retention
initiatives and retraining, placement and support programs during the year

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NON-FINANCIAL STATEMENT
Non-Financial Statement

4.2.4 Report by one of the Statutory Auditors, appointed as
independent third party, on the verification of theconsolidated non‑financial statement(For the year ended December 31, 2023)
This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for theconvenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law
and professional standards applicable in France.
Compagnie Générale des Établissements Michelin
23 place des Carmes-Déchaux
63000 Clermont-FerrandIn our capacity as Statutory Auditor of the company Compagnie Générale des Etablissements Michelin (hereinafter the “Entity”),
appointed as independent third party (“third party”) and accredited by the French Accreditation Committee (Cofrac), (Cofrac Inspection
Accreditation, n°3-1862,scope available at www.cofrac.fr), we have undertaken a limited assurance engagement on the historicalinformation (observed or extrapolated) in the consolidated non-financial statement, prepared in accordance with the Entity’s procedures(hereinafter the “Guidelines”), for the year ended December 31, 2023 (hereinafter the “Information” and the “Statement”, respectively),presented in the group management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R.
225-105-1 of the French Commercial Code (code de commerce).

Conclusion
Based on the procedures we have performed as described under the “Nature and scope of procedures” and the evidence we haveobtained, nothing has come to our attention that causes us to believe that the consolidated non-financial statement is not prepared inaccordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented fairly in accordancewith the Guidelines.

Preparation of the non-financial performance statement
The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw
to evaluate and measure the Information allows for different, but acceptable, measurement techniques that can affect comparability
between entities and over time.
Consequently, the Information needs to be read and understood together with the Guidelines, the significant elements of which areavailable on request at the company's headquarters.

Inherent Limitations in preparing the Information
As stated in the Statement, the Information may be subject to uncertainty inherent to the state of scientific and economic knowledge
and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions or estimatesused for its preparation and presented in the Statement.

Responsibility of the Entity
Management is responsible for:● selecting or establishing suitable criteria for preparing the Information;● preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, a description of
the main non-financial risks, a presentation of the policies implemented considering those risks and the outcomes of said policies,
including key performance indicators and the information set out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy);● preparing the Statement by applying the Entity’s “Guidelines” as referred above; and● implementing internal control over information relevant to the preparation of the Information that is free from material
misstatement, whether due to fraud or error.
The Statement has been prepared by the Head of Michelin Group.

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NON-FINANCIAL STATEMENT
Non-Financial Statement

Responsibility of the Statutory Auditor appointed as independent third party
Based on our work, our responsibility is to express a limited assurance conclusion on:● the compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code;● the fairness of the information provided pursuant to part 3 of sections I and II of Article R. 225-105 of the French Commercial
Code, i.e. the outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the“Information.”
As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be
involved in the preparation of the Information as doing so may compromise our independence.
It is not our responsibility to report on:● the Entity’s compliance with other applicable legal and regulatory provisions, particularly with regard to the information set out in
Article 8 of Regulation (EU) 2020/852 (Green taxonomy),● the fairness of information set out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy),● the compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, the professional
guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to suchengagement, in particular the professional guidance issued by the Compagnie Nationale des Commissaires aux Comptes, Intervention ducommissaire aux comptes – Intervention de l’OTI – déclaration de performance extra-financière, and acting as the verification programme andwith the international standard ISAE 3000 (revised) - Assurance engagements other than audits or reviews of historical financial information.

Independence and quality control

4

Our independence is defined by the provisions of Article L. 822-11 of the French Commercial Code and French Code of Ethics for
Statutory Auditors (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including
documented policies and procedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethicalrequirements and the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires
aux Comptes) relating to this engagement.

Means and resources
Our work engaged the skills of 8 people between September 2023 and February 2024 and took a total of 22 weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted 23
interviews with people responsible for preparing the Statement, representing in particular CSR direction, administration and finance, risk
management, compliance, human resources, health and safety, environmental and purchasing.

Nature and scope of procedures
We are required to plan and perform our work to address the areas where we have identified that a material misstatement of theInformation is likely to arise.
The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on the
Information, we:● obtained an understanding of all the consolidated entities’ activities and the description of the main risks associated;● assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality andunderstandability, taking into account, where appropriate, best practices within the sector;● verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III as wellas information regarding compliance with human rights and anti corruption and tax avoidance legislation;● verified that the Statement provides the information required under Article R. 225-105 II of the French Commercial Code where
relevant with respect to the main risks, and includes, where applicable, an explanation for the absence of the information required
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NON-FINANCIAL STATEMENT
Non-Financial Statement● verified that the Statement presents the business model and a description of the main risks associated with all the consolidated
entities’ activities, including where relevant and proportionate, the risks associated with its business relationships, its products orservices, as well as its policies, measures and the outcomes thereof, including key performance indicators associated with the mainrisks;● referred to documentary sources and conducted interviews to:●●assess the process used to identify and confirm the main risks as well as the consistency of the outcomes, including the key
performance indicators used, with respect to the main risks and the policies presented, andcorroborate the qualitative information (measures and outcomes) that we considered to be the most important presented inAppendix; For some risks, fight against corruption, fight against tax evasion, safety of tire products, non-respect of human rights bysuppliers, impact of product use (scope 3) on climate change, impact of suppliers (scope 3) on climate change, non-compliancewith the supplier relations code of conduct, development of products and services beyond tires, our work was carried out on the
consolidating entity; for other risks, our work was carried out on the consolidating entity and on a selection of sites: Ardmore, Fort
Wayne, Louisville, Norwood (United States), Campo Grande, Resende (Brazil), Aranda, Lasarte (Spain), Bourges (France), Euromaster
ATS, Euromaster Trucktire (United Kingdom), Bucharest (Romania), Karlsruhe (Germany), Olsztyn (Poland), Nyiregyhaza (Hungary),
Hat Yai (Thailand), Cilegon (Indonesia), Shanghai (China);● verified that the Statement covers the consolidated scope, i.e. all the entities within the consolidation scope in accordance with
Article L. 233-16 of the French Commercial Code within the limitations set out in the Statement;● obtained an understanding of internal control and risk management procedures the Entity has implemented and assessed thedata collection process aimed at ensuring the completeness and fairness of the Information;● for the key performance indicators and other quantitative outcomes that we considered to be the most important presented inAppendix, implemented:●●

analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data;
tests of details, using sampling techniques, in order to verify the proper application of definitions and procedures and reconcile thedata with supporting documents. This work was carried out on a selection of contributing sites: Ardmore, Fort Wayne, Louisville,
Norwood (United States), Campo Grande, Resende (Brazil), Aranda, Lasarte (Spain), Bourges (France), Euromaster ATS, Euromaster
Trucktire (United Kingdom), Bucharest (Romania), Karlsruhe (Germany), Olsztyn (Poland), Nyiregyhaza (Hungary), Hat Yai (Thailand),Cilegon (Indonesia), Shanghai (China), and covers between 19% and 42% of the consolidated data relating to the key performanceindicators and outcomes selected for these tests;● assessed the overall consistency of the Statement in relation to our knowledge of all the consolidated entities.
The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion in accordance withthe professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes); ahigher level of assurance would have required us to carry out more extensive procedures.

Neuilly-sur-Seine, February 16, 2024
One of the Statutory Auditors
PricewaterhouseCoopers Audit_300

Jean-Christophe Georghiou

Sylvain LambertPartner

Sustainable Development Partner

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NON-FINANCIAL STATEMENT
Non-Financial Statement

Appendix: List of information we considered most important
Key performance indicators and other quantitative results:● CO2 emissions from “Scope 3 – Essential” of which Scope 3
categories of the carbon footprint disclosed separately in thereport: upstream and downstream logistics activities,
purchases of raw materials and components, and upstream
energy● Improvement of the energy efficiency of pneumatic products
compared to the 2020 baseline● Percentage of sustainable materials (renewable biosourced
or from recycled materials) used in the manufacture of tyres;● I-MEP and its components (energy, water, volatile organic
compounds, CO2 (scope 1 and 2), waste)● Workforce and feminization● Diversity of inclusion management index and its components(diversity, identity, multi-nationality of management,
disability, equal opportunity)● Rate of engagement of Group staff, as resulting from theannual “Moving Forward Together” study, other indicators
linked to the annual study, and participation rate
● Percentage of employees receiving a living wage in the
countries in which the Group operates● Rate of access to training● Total Case Incident Rate and Serious Accident Frequency
Rate● Number and nature of referrals to the ethics alert line
● Percentage of employees trained in anti-corruption● Percentage of total procurement spend covered by Ecovadis● Share of suppliers assessed by EcoVadis reaching the"confirmed" level● Share of suppliers at the “confirmed” level (according to
Ecovadis) on the “social and human rights” theme● Share (in CO2 emissions) of suppliers of goods and services
with a "science-based" target● Natural rubber purchase volumes assessed by documentary
audits (Ecovadis) and purchase volumes assessed at the“confirmed” level● Percentage of rubber used by the group assessed as“deforestation free”● Percentage of the volume of natural rubber used by theGroup evaluated on the basis of criteria relating to humanrights (Rubberway)● Proportion of purchasers trained in ethical risk in supplier
relations● Number of volunteer acts performed

4● Partner Net Promoter Score (NPS)

Qualitative information (actions and results):● Energy transition and decarbonization (new SBTi target,
multimodal platform, participation in “Coalition des Chargeurs
pour un Transport Maritime Décarboné”, improved rolling
resistance on certain tires, climate risk adaptation policy,“fresque du climat”);● Environmental footprint of industrial operations (renewableenergy initiatives, biodiversity and VOC initiatives, water
initiatives, responsible AI manifesto, environmental
externalities, ISO 14001 certification);● Natural rubber (deployment and participation of growers in
the Rubberway program, fight against deforestation,community partnership program, training of growers);● Human rights (self-assessment tool, human rights training,
forced labor analysis, Michelin One Care Program, fightagainst harassment initiatives) and responsible purchasing(certification on purchasing practices, mapping of risks
related to supply chain CSR issues, training)● Diversity and inclusion (feminization, internal diversity events,
engagement with the FACE Foundation, diversity & inclusion
training, initiative for disability, social dialogue, and identity);● Workforce (age pyramid, seniority, part-time, use of
temporaryworkers,
hiringthanksto“Michelin
Développement”, volunteering, employee share ownership);● Safety at work (ISO 45 001 certification, Health and Safety
Declaration 2023, health assessment programs, investments
in ergonomics, Quality of Life program);● Safety and quality of Michelin products and services (safety
training and testing, Best Supplier Award, product recall,safety measures).

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NON-FINANCIAL STATEMENT
Duty of care plan

4.3

DUTY OF CARE PLAN

4.3.1 Methodology
For the seventh year in a row, Michelin has prepared a Duty ofCare Plan in compliance with French Act No. 2017-399 ofMarch 27, 2017. It describes all of the risks incurred by the Groupand its main subcontractors as regards the environment, health& safety and human rights, along with the measures taken toprevent and mitigate them. For Michelin, the plan is a means toconsolidate and strengthen its proactive approach to deploying
risk prevention and management processes in these three areas,
as well as an opportunity to increasingly deepen, year after year,
its due diligence with subcontractors as part of a continuous
improvement process. The Duty of Care Plan is fully aligned with
the Group’s purpose, values and its commitment to conducting
its business responsibly with regard to all its stakeholders, who
are discussed in a dedicated section.
This commitment is supported by strategic management at thehighest level of the Company.
The plan is based on the information and initiatives alreadyembedded in the Group’s policies, which underpin its sustainable
development commitment. These include the Code of Ethics, thePurchasing Principles, the Supplier Relations Code of Conduct,
the Health Policy, the Environment and Prevention General Policy
Note, the Employee Relations Policy, the Diversity and Inclusion
Policy and the Human Rights Policy. It presents the relevant
information disclosed by the Group in its Universal Registration
Document, including its Non-Financial Statement and otherannual reports.

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The Group has defined standards of compliance that meet andoften exceed prevailing standards and legislation in its hostcountries. Even when local legislation is not as strict as its own,Michelin continues to require compliance with its highly
demanding environmental, health & safety and human rights
standards. With respect to international environmental andhuman rights standards, the Group has pledged to support the
UN Global Compact and upholds the UN Guiding Principles on
Business and Human Rights, the fundamental conventions of theInternational Labour Organization and the OECD Guidelines forMultinational Enterprises. These international standards also
inform the Duty of Care Plan.
In 2023, the Duty of Care Plan was coordinated and updated by
the Sustainability and Impact Department, in liaison with theInternal Control, Risk Management, Environment and Prevention,
Purchasing, Legal and Employee Relations Departments.
It is published in the Universal Registration Document in the formof a concordance table referring more broadly back to the issues
addressed in the Sustainable Development Report to avoid
repetitions and redundancies and to facilitate comprehension. A
comprehensive, fully written, stand-alone Duty of Care Plan
may be found on the Group’s corporate website,www.michelin.com.
In addition, in 2023, Michelin Germany ensured compliance withrecent German duty of care legislation, in particular by posting astatement on its website, assessing risks in Germany-sourced
procurement and introducing an internal governance system toprevent and mitigate duty-of-care risks.

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NON-FINANCIAL STATEMENT
Duty of care plan

4.3.2 Table of concordance
Risk family

Risks

Risk definitionand prevention(1)Dialogue withstakeholders

4.1.2.3 Dialogue withstakeholders

Indicators

Implementation trackers

GENERAL INFORMATION
 Methodology and risk mapping– Materiality matrix– Map of the most critical non-financial risks– Mapping methodology
 Scope of the duty of care plan and risk management
procedures in recently acquired companies– Integrating recently acquired companies into the CSR
reporting process
1. HUMAN RIGHTS RISKSPRESENTATION OF HUMAN RIGHTS RISKS
Supplier failure torespect humanrights

4.1.4.2 Demonstrating our CSR  Percentage of purchasecommitments throughspend covered
responsible procurementby EcoVadis supplier
policies
reviews

Supplier training at the
EcoVadis Academy in 2023

 Number of suppliers
assessed for CSR
compliance4 Number of suppliersconfirmed in compliancewith Group CSR
standards
Discrimination

4.1.2.2 Instilling an inclusive
culture of diversity andpreventing discrimination
4.1.2.2 a) A comprehensive,
worldwide commitment

IMDI: a composite
indicator tracking themanagement of diversity
and inclusion in five areas:

Deployment and outcomesof the measures taken todrive improvement in the five
IMDI metrics

 gender equality
in the workplace

4.1.2.2 b) Targeted initiatives in identity (age, religion,
the five areas of diversity
sexual orientation, etc.)
 multi-national
management
 disability equal opportunity
Harassment

4.1.2.1 b) Organization andambitions Number of alerts
reported Alert mechanisms andprocedures

 Number of employees
who took the e-learning
course E-learning training(1) Chapter/section where the information is present.

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NON-FINANCIAL STATEMENT
Duty of care plan

Risk family

Risks

Risk definitionand prevention(1)Freedom of
association

4.1.2.3 Dialogue withstakeholders
4.1.2.3 e) Dialogue with investors
4.1.2.3 i) Transparency:
information concerning
redundancy plans,
job retention initiatives
and retraining, placement andsupport programs during theyear

Indicators

Implementation trackers

The Group-wide employee
engagement rate asmeasured by the annual“Moving Forward
Together” survey

Deployment and outcomes ofMichelin’s Labor Relations
PolicyDeployment and outcomesof the annual “Moving Forward
Together” survey and employee
engagement rate in 2023

4.1.2.4 Supporting employee
growth and development
Application of personal dataprotection principles
in every subsidiaryNon-compliancewith personal dataprotection
legislation

4.1.4.1 e) Protecting employee
privacy and personal data

Compensation andsocial protection

4.1.2.3 h) Offering faircompensation and benefits

Percentage of employees
paid a decent wage

Implementation of the decent
wage policy

4.1.2.1 b) Human rights:
Organization and ambitions/
Decent wage-related risks now
being assessed in thecontracting chain

Percentage of employeeswith a social protection
floor

Feasibility study for the creationof a social protection floor

Number of Michelin
Volunteers program
initiatives

 Drafting of guidelines
for preventing risks to local
communities

4.1.2.1 b) Human rights:
Organization and ambitions/A
deeper understanding ofseveral issues in 2023
Local communities

4.1.2.5 Encouraging employee
and corporate engagement inlocal communities
4.1.2.5 c) The Michelin
Foundation: demonstrating
our corporate culture andvalues Deployment and outcomesof the Michelin Volunteers
program in 2023

4.1.2.5 d) Addressing the riskof potentially negative impactsof our business on local
communities
Product andservice safety

4.1.4.3 Guaranteeing
NPS: Net Promoter Score
the quality of our products andservices(1) Chapter/section where the information is present.

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Implementation and tracking

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NON-FINANCIAL STATEMENT
Duty of care plan

Risk definitionand prevention(1)Risk family

Risks

Indicators

Implementation trackers

2. HEALTH AND
SAFETY RISKSPRESENTATION OF RISK FACTORS RELATED TO THE HEALTH AND SAFETY OF EMPLOYEES AND OTHERS IN
THE WORKPLACE
Occupational
accidents

4.1.3.3 c) Measuring
and tracking occupational
accidents

Total Case Incident Rate
(TCIR)

Measures introduced to prevent
occupational accidents

Exposure tochemicals

4.1.3.2 c) Managing industrial
hygiene risks to protect
employee health

Product safety data sheets  Deployment and outcomesin the local languageof the measures taken to
manage chemical risks in 2023
 Production facilities are
entirely asbestos-free

4.1.3.2 d) Improving
production workstation
ergonomics

Ergonomics

Capital expenditure
dedicated to ergonomic
projects

Deployment and outcomes ofthe measures taken to prevent
ergonomic risks in Michelin
production plants in 2023
Change in capital expenditure
dedicated to ergonomic
projects in 2023

Malaise at work

4.1.3.3 Assessing andpreventing workplace safety
and security risks
4.1.3.4 Ensuring well-being in
the workplace: improving
work-life balance
4.1.3.4 b) Quality of work-life:
listening to needs andmeasuring performance
4.1.3.4 c) Psychosocial risks:
adapting preventive measures
to local cultures

Risk to employee
safety3. ENVIRONMENTAL
RISKS

4.1.3.3 a) Managing workplacesafetyThe Group-wide employee
engagement rate asmeasured by the annual“Moving Forward Together”
surveyEmployee response rate
to the Moving Forward
Together survey

Tracking the “Moving Forward
Together” survey on this issue
in 2023
Deployment and outcomesof the measures to prevent
psychosocial risks in 2023

4

Quality of Work Life (QWL)
satisfaction index
Balance Index
Risk mapping

Deployment and outcomesof the measures taken toprevent workplace safety risks

PRESENTATION OF RISKS RELATED TO ENVIRONMENTAL AND CLIMATE CHANGEPRESENTATION OF RISK FACTORS RELATED TO THE ENVIRONMENTAL IMPACT OF PRODUCTSPRESENTATION OF ENVIRONMENTAL RISK FACTORS RELATED TO PRODUCTION AND SUPPLY CHAIN
OPERATIONSClimate change
4.1.1.1 a) Transition plan:
impact of our Scope decarbonizing our operations/
Scopes 1 and 2: reaching net
1 & 2 operations
zero emissions in manufacturing
operations by 2050

CO2 emissions
from manufacturing
operations

Deployment and outcomes ofcarbon footprint targets for 2030
and preparation of a pathway
to reaching net zero emissions
in manufacturing operations
by 2050
Deployment and outcomes of the
reduction in carbon emissions
Deployment and outcomes of theuse of renewable energy sourcesin 2023(1) Chapter/section where the information is present.

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NON-FINANCIAL STATEMENT
Duty of care plan

Risk family

Risk definitionand prevention(1)Risks
Climate change
impacts from theuse of our products(Scope 3)

4.1.1.1 a) Transition plan:
decarbonizing our operations

Climate change
impact of our
suppliers (Scope 3)

4.1.1.1 a) Transition plan:
decarbonizing our operations/
Scope 3: reducing emissions
from our transportation
operations

Other impacts inthe value chain

Indicators

Implementation trackers

Tire energy efficiency

Inventory of Scope 3 CO2emissions
Tracking tire energy efficiency
Reducing the rolling resistanceof passenger car, light truck
and heavy truck tires

Percentage of raw material
suppliers responding to the
CDP
Percentage of emissions
from purchased goods andservices sourced fromsuppliers with sciencebased targets

Tracking these indicators to reachnet zero emissions in the supply
chain with raw materials andcomponents vendors

4.1.1.1 a) Transition plan:
decarbonizing our operations/
upstream energy

Percentage reduction in CO2  Deployment and outcomesof the reduction in carbon
emissionsemissions
CO2 emissions from
Deployment
and outcomes
4.1.1.1 a) Transition plan:
the end-of-life treatment ofof the use of renewable energy
decarbonizing our activities/End- sold tires
sources in 2023
of-life treatment of sold products
Implementation of several
projects:
 Construction of a tire recycling
plant in a joint venturewith Enviro Participation in
the BlackCycle project

Air and waterpollution

Non-climatechange-related
impact of our raw
materials on theenvironment

Risk of harming
biodiversity

4.1.1.4 c) Reducing energy use
and greenhouse gas emissions

Michelin Environmental
Performance (i-MEP)

4.1.1.4 d) Reducing harmful air
emissions

Deployment and outcomes of
the reduction in VOC emissions

4.1.1.4 f) Reducing water
withdrawals and effluent
discharge

Tracking water withdrawals,
weighted for water stress4.1.1.2 Enhancing thecircularity of our products

Deployment and outcomesof the reduction in SOx
and NOx emissions
Sustainable materials
rate (SMR)

4.1.1.2 a) Incrementing the use ofsustainable materials

4.1.1.3 Supporting biodiversity

Deployment and outcomesof waste reduction in 2023
 Percentage of sourced
rubber volumes coveredby the RubberWay®
application

4.1.1.1 c) Adaptation plan:
responding to the physical risksof climate change(1) Chapter/section where the information is present.

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Deployment and outcomesof the increase in the percentageof recyclable materials in 2023
Deployment and outcomes ofthe Michelin 4R strategy in 2023

4.1.1.2 b) Deploying eco‑design
practices Number of completed
RubberWay®
questionnaires
Physical risksof climate change

Improvement in i-MEP
performance, 2019-2022

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 Analysis of the 2022 resultsfrom the RubberWay®
application andimplementation of on-siteaction projects as needed Tracking the commitmentswith act4nature international

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NON-FINANCIAL STATEMENT
Duty of care plan

Risk definitionand prevention(1)Risk family

Risks

Indicators

4. RISKS ASSOCIATED
WITH SUPPLIERS’ CSR
PRACTICESDEMONSTRATING OUR CSR COMMITMENTS THROUGH RESPONSIBLE PROCUREMENT POLICIESCSR risks based on 4.1.4.2 Demonstrating our CSR Number of suppliers
nature andassessed by EcoVadis
commitments throughpurchasing category responsible procurement
Spending covered
policiesby EcoVadis assessments(based on procurement
4.1.4.2 a) Governancecategories and countries atand organizationrisk)
4.1.4.2 b) Identifying categories
Percentage of suppliersand countries at risk andassessing suppliers
assessed by EcoVadis thatare confirmed as compliant
Climate change
impact of our
suppliers

Impact of raw
materials on theenvironment

4.1.1.1 a) Transition plan:
decarbonizing our operations/
Scope 3: reducing emissions
from our transportation
operations

CO2 emissions fromtransportation operations

4.1.4.2 b) Identifying categories
and countries at risk andassessing suppliers/Climatechange impact of our suppliers Percentage of raw
material suppliers
responding to the CDP

4.1.1.2 Enhancing the circularityof our products

Average Sustainable
Materials Rate (ASMR)

4.1.1.2 a) Increment the use ofsustainable materials

4.1.4.2 Demonstrating our CSR
commitments throughresponsible procurement
policies

Compliance with the Michelin
Purchasing Principles,
the Supplier Relations Codeof Conduct and the Sustainable
Natural Rubber Policy

Tracking these indicators to reachnet zero emissions in the supply
chain with raw materials
and components vendors

4 Percentage of emissions
from purchased goods
and services sourced
from suppliers with
science-based targets
Deployment and outcomesof the increase in the percentageof recyclable materials in 2023
Deployment and outcomes ofthe Michelin 4R strategy in 2023

4.1.1.2 b) Deploying eco‑design
practices
Supplier failure torespect humanrights

Implementation trackers

 Percentage of purchasespend coveredby EcoVadis supplierreviews

Supplier training at the EcoVadis
Academy in 2023

 Number of suppliers
assessed for CSR
compliance Number of suppliersconfirmed in compliancewith Group CSR
standards(1) Chapter/section where the information is present.

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NON-FINANCIAL STATEMENT
Duty of care plan

Risk family

Risks

Risk definitionand prevention(1)Indicators

Implementation trackers

Non-compliancewith the Supplier
Relations Code of
Conduct

4.1.4.2 b) Identifying categories
and countries at risk andassessing suppliers/Noncompliance with the Supplier
Relations Code of Conduct

Number of Purchasing
employees trainedin addressing ethical risks insupplier relations

Deployment of the training
module on ethical risks insupplier relations

Specific risks ofnatural rubber

4.1.4.2 c) A dedicated approachfor natural rubber

 Sourced volumes
covered by the
RubberWay® application

 Deployment and outcomesof the various natural rubber
partnerships in 2023
(WWF and GPSNR)

 Number of RubberWay®
questionnaires

 Analysis of the 2023 resultsfrom the RubberWay®
application andimplementation of on-siteaction projects

5. WHISTLEBLOWING SYSTEMS
4.1.4.1 a) Establishing a global ethical framework (ethics hotline open to both employees and third parties)
4.1.4.2 b) Identifying categories and countries at risk and assessing suppliers/Non-compliance with the Supplier Relations Code of Conduct/
Mediation with suppliers
6. SUMMARY OF KEY PERFORMANCE INDICATORS
7.

TABLE OF CONCORDANCE WITH THE DUTY OF CARE PLAN

(1) Chapter/section where the information is present.

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4.4

OTHER TABLES OF CONCORDANCE

4.4.1 Global Reporting Initiative (GRI)
This report has been prepared in compliance with GRI (Global Reporting Initiative) standards specified in GRI 1: Foundation. The
following table cross-references sections in the report that are aligned with GRI indicators, according to the standards updated on
December 31, 2023.
Statement of Use

Compagnie Générale des Établissements Michelin has disclosed the information in this GRI content
index for the 12 months from January 1, 2023 to December 31, 2023

GRI 1 used

GRI 1: Foundation 2021

Applicable GRI Sector Standard(s)The GRI Sector Standards do not apply to Michelin

Disclosures that are not applicable are shaded in gray.
These concern only the reasons for omission and the reference
number of the corresponding GRI sector standard.

Disclosure

Description

SectionMinimum GRI compliance disclosures.

Cross-reference (or reason for omission)

4

UNIVERSAL STANDARDSGRI 2 – GENERAL DISCLOSURES
1. THE ORGANIZATION AND ITS REPORTING PRACTICES
2-1

2-2

2-3

Organization details

1

The Michelin partnership limited by shares

Note 36

List of consolidated companies

6.1

Information about the Company

Entities included in theorganization’s sustainability
reporting4

Methodology

Note 36

List of consolidated companies

Reporting period, frequency andcontact point

4

Methodology

Contents

AMF disclaimer

back cover
2-4

Restatements of information

4

Methodology

2-5

External assurance

4.2.4

Report by one of the Statutory Auditors, appointed as an independent third
party, on the consolidated non‑financial statement

1

Our businesses

1

Our business model

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

4.1.2.3 i)

Transparency: information concerning redundancy plans, job retention
initiatives and retraining, placement and support programs during the year

5.1.11Significant change in financial or trading position

4.1.2.4

Supporting employee growth and development

2. ACTIVITIES AND WORKERS
2-6

2-7

Activities, value chain and otherbusiness relationships

Employees2023 ESG data
Incomplete information. The human resources management system does not list
temporary workers by gender or region.
2-8

Workers who are not employees

Information not available. The human resources management system does not list
workers who are not employees.

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NON-FINANCIAL STATEMENTOther tables of concordance

Disclosure

Description

SectionCross-reference (or reason for omission)

Governance structure andcomposition

1

Governance

3.1

Administrative, management and supervisory bodies

3.2.11

Corporate Social Responsibility Committee (CRSC)

4.1

Sustainable Development Report/Governance

3. GOVERNANCE
2-9

2-10

Nomination and selectionof the highest governance body

3.1

Administrative, management and supervisory bodies

2-11

Chair of the highest governance
body

3.1

Administrative, management and supervisory bodies

2-12Role of highest governance bodyin overseeing the managementof impacts

3.1.1

An experienced, stable and responsible management team

3.1.1.2

Role and responsibilities

3.2.11

Corporate Social Responsibility Committee (CRSC)

4.1

Sustainable Development Report/Governance

4.1.1

The Environment/Environmental Governance4.1.2.1 b)

Human rights and employee relations/ Organization and ambitions

4.1.3

Employee and contractor health, safety and security

4.1.4

Ethics and compliance/Organization

3.2.11

Corporate Social Responsibility Committee (CRSC)

4.1

Sustainable Development Report – Governance

4.1.1

The Environment/Environmental Governance4.1.2.1 b)

Human rights and employee relations/ Organization and ambitions

4.1.2.2

Instilling an inclusive culture of diversity and preventing discrimination/
Governance and organization

4.1.3

Employee and contractor health, safety and security

4.1.4

Ethics and compliance/Organization

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

2-13

2-14

Role of the highest governancebody in sustainability reporting

3.2.11

Corporate Social Responsibility Committee (CRSC)

4.1

Sustainable Development Report/Introduction

2-15

Conflicts of interest

3.2.6

Review of Supervisory Board members’ independence and any conflicts ofinterest

2-16

Communication of critical concerns

4.1.4.1 a)

Establishing a global ethical framework

2-17

Collective knowledge of the highest
governance body

3.2.3

Training for Supervisory Board members

2-18

Evaluation of the performanceof the highest governance body

3.2

Supervisory Board practices – Activities in 2023

3.2.7

Assessment of the Supervisory Board’s practices

3.3Management and Supervisory Board compensation policies for 2024

4.1.2.3 h)Offering fair compensation and benefits

Process for determining
remuneration

3.3

Management and Supervisory Board compensation policies for 2024

3.5

Individual compensation paid or awarded to the Managers and the Chair of
the Supervisory Board for 2023

Annual total compensation ratio

3.4.5

Compensation ratios of the Managers and the Chair of the Supervisory Board

2-19

2-20

2-21

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Delegation of responsibility
for managing impacts

Remuneration policies

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NON-FINANCIAL STATEMENTOther tables of concordance

Disclosure

Description

SectionCross-reference (or reason for omission)

4. STRATEGY, POLICIES AND PRACTICES
2-22

Statement on sustainable
development strategy

1

Message from the Managing Chairman

2-23

Policy commitments

1

Our All Sustainable vision

4.1.2.1 a)

Employee relations standards and responsibilities

4.1.2.2 a)

A comprehensive, worldwide commitment

4.1.3.1

Engaging in health, safety and quality of worklife policies

4.1.4.1 a)

Establishing a global ethical framework

4.1.4.2 a)Governance and organization/Clearly defined policies

4.3

Duty of Care Plan

4.1.2.1 b)

Human rights and employee relations/ Organization and ambitions

4.1.3.2

Safeguarding employee health

4.1.4.1

Ensuring ethical business practices

4.1.4.2 b)

Identifying categories and countries at risk and assessing suppliers

2-24

2-25

2-26

2-27

2-28

Embedding policy commitments

4.1.4.2 c)

A dedicated approach for natural rubber

4.3

Duty of Care Plan

4.1.2.2 a)

A comprehensive, worldwide commitment

4.1.2.3

Dialogue with stakeholders

4.1.2.5 d)Addressing the risk of potentially negative impacts of our business on local
communities

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

Mechanisms for seeking advice
and raising concerns

4.1.2.3

Dialogue with stakeholders

4.1.4.2 b)

Non-compliance with the Supplier Relations Code of Conduct

Compliance with laws andregulations

4.1.4.1 b)

Taking a firm stand against corruption

Processes to remediate negative
impacts

Membership of associations

4.1.4.1 e)Combating tax evasion

4.1.4.1 c)

Competition law

4.1.1.3

Supporting biodiversity

4.1.2.3

Dialogue with stakeholders

4.1.2.3 c)

Fostering closer relations with environmental protection associations

4.1.2.5 e)

Making a public commitment to supporting sustainable mobility

4.1.4.2 c)

A dedicated approach for natural rubber

4.1.2.3

Dialogue with stakeholders

4

5. STAKEHOLDER ENGAGEMENT
2-29

Approach to stakeholder
engagement

2-30

Collective bargaining agreements

Information not available. We do not have an indicator
for the percentage of employees covered by collective bargaining
agreements.

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NON-FINANCIAL STATEMENTOther tables of concordance

Disclosure

Description

SectionCross-reference (or reason for omission)

GRI 3 – MATERIAL TOPICS
3-1

Process to determine material
topics4.1

Sustainable Development Report/Challenges and performance

3-2

List of material topics

4.1

Sustainable Development Report/Materiality matrix

3-3Management of material topics

4.1

Sustainable Development Report/Materiality matrix

1. Climate change impacts from the use of our products(Scope 3)

4.1.1.1 b)

Transition plan: company strategy/Opportunities and risks/Designing ultraenergy efficient products

2. Supplier failure to respect human rights

4.1.4.2 b)

Identifying categories and countries at risk and assessing suppliers/Supplierfailure to respect human rights

See also GRI 414 – Supplier social assessment
3. Climate change impact of our suppliers (Scope 3)

4.1.1.1 a)

Transition plan: decarbonizing our operations/Scope 3: reducing emissions
from purchased raw materials and components

See also GRI 308 - Supplier environmental assessment
4. Non-climate change-related impacts of our raw
materials on the environment

4.1.1.2

Enhancing the circularity of our products

5. Ethics violations

4.1.4.1

Ensuring ethical business practices

See also GRI 205 - Anti-Corruption and GRI 206 - Anti-Competitive Behavior
6. Non-compliance with our Supplier Relations Code of
Conduct

4.1.4.2 b)

Identifying categories and countries at risk and assessing suppliers/Noncompliance with the Supplier Relations Code of Conduct

7. Climate change impact of our Scope 1 and 2
operations

4.1.1.1 a)

Transition plan: decarbonizing our operations/Scopes 1 and 2: reaching net
zero emissions in the manufacturing operations by 2050

8. Discrimination

See GRI 405 – Diversity and Equal Opportunity and GRI 406 – Non-discrimination

9. Tire product safety

4.1.4.3

10. Employee and contractor health and safety

See GRI 403 – Occupational health and safety

See also GRI 302 – Energy and GRI 305 – Emissions

Guaranteeing the quality of our products and services

GRI 200: ECONOMICGRI 201 – ECONOMIC PERFORMANCE
201-1

201-2

Direct economic value generated
and distributed

Financial implications and otherrisks and opportunities due toclimate change

1

The Michelin share

5.1.3

Consolidated income statement review

5.2

Consolidated financial statements for the year ended December 31, 2023

2.1

Risk 1 – Physical effects of climate change

5.2

Note 2.6: Climate risk

4.1.2.2 b)

Targeted initiative in the five areas of diversity

4.1.2.5 a)

Supporting local jobs and businesses with Michelin Development

4.1.2.5 b)

Participating harmoniously in local community life through our employees

4.1.2.5 c)

The Michelin Foundation: demonstrating our corporate culture and values

GRI 202 – MARKET PRESENCE
202-2

Proportion of senior management
hired from the local community

GRI 203 – INDIRECT ECONOMIC IMPACTS
203-1

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Infrastructure investments andservices supported

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Disclosure

Description

SectionCross-reference (or reason for omission)

4.1.4.2 b)

Identifying categories and countries at risk and assessing suppliers –Diversifying the supplier base

GRI 204 – PROCUREMENT PRACTICES
204-1

Proportion of spending on local
suppliers

Reason for omission of the figure: not applicable – Group procurement is managed globally. While operating globally and purchasing from majorinternational suppliers who meet its exacting standards and embrace the principles of sustainable development, Michelin, in line with its Purchasing
Principles, also strives to source locally, as well as from sheltered work centers and social enterprises. These local purchases are not tracked by a Groupwide KPI.
GRI 205 – ANTI-CORRUPTION
205-1

Operations assessed for risks
related to corruption

Reason for omission of certain data: lack of information/confidentiality issues – All of
the Group’s host regions have been reviewed and assessed for corruption risks. The
findings are not available at the site or facility level. For confidentiality reasons, Michelin
does not publicly disclose the material risks of corruption identified during theassessments.

205-2

Communication and training aboutanti-corruption policies andprocedures

4.1.4.1 a)

Establishing a global ethical framework

4.1.4.1 b)

Taking a firm stand against corruption

4.1.4.1 a)

Establishing a global ethical framework/Alert mechanisms and procedures

4.1.4.1 c)

Competition law

205-3

Confirmed incidents of corruption
and actions taken

GRI 206 – ANTI-COMPETITIVE BEHAVIOR
206-1

Legal actions for anti-competitive
behavior, anti-trust, and monopoly
practices

Reason for omission: Confidentiality issues – the requested information ishighly sensitive and its disclosure could be detrimental to trade secrets4

GRI 300: ENVIRONMENTAL DISCLOSURESGRI 301 – MATERIALS
Recycled input materials used

4.1.1.2 a)

Incrementing the use of sustainable materials

302-1

Energy consumption within theorganization

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

302-3

Energy intensity

4.1.1.1 a)

Transition plan: decarbonizing our operations/Energy efficiency of production
plants302-4

Reduction of energy consumption

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

Water withdrawals

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

4.1.1.3 d)

Preserving biodiversity around Group manufacturing and research facilities

4.1.1.3 d)

Preserving biodiversity around Group manufacturing and research facilities

301-2
GRI 302 – ENERGYGRI 303 – WATER
303-3

GRI 304 – BIODIVERSITY
304-1

304-3

Operational sites owned, leased or
managed in or adjacent toprotected areas or areas of highbiodiversity value outside protected
areas
Habitats protected or restored

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Disclosure

Description

SectionCross-reference (or reason for omission)

4.1.1.1 a)

Transition plan: decarbonizing our operations/The Group’s carbon footprint

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

4.1.1.1 a)

Transition plan: decarbonizing our operations/The Group’s carbon footprint

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – GroupGRI 305 – EMISSIONS
305-1

305-2

Direct (Scope 1) GHG emissions

Indirect (Scope 2) GHG emissions

305-3

Other indirect (Scope 3) GHG
emissions4.1.1.1 a)

Transition plan: decarbonizing our operations/The Group’s carbon footprint

305-5

Reduction of GHG emissions

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

4.1.1.4 c)

Reducing energy use and greenhouse gas emissions

305-7

Nitrogen oxides (NOx), sulfur oxides 4.1.1.4 b)(SOx), and other significant air
emissions4.1.1.4 d)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – GroupManagement of significant
waste‑related impacts

Reducing harmful air emissions

GRI 306 – WASTE
306-2

306-3

Waste generated

4.1.1.2 d)

The Michelin 4R circular economy process

4.1.1.4 e)

Reducing and managing waste

4.1.1.4 b)

Reducing the environmental footprint of the production plants/Summary
table of environmental data – Group

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

4.1.2.4 b)

Employer appeal, promoting from within, team succession plans

4.1.2.3 e)

An assertive social dialogue process

GRI 308 – SUPPLIER ENVIRONMENTAL ASSESSMENT
308-2

Negative environmental impacts inthe supply chain and actions taken

GRI 400: SOCIALGRI 401 – EMPLOYMENT
401-1

New employee hires
and employee turnover

GRI 402 – LABOR/MANAGEMENT RELATIONS
402-1

Minimum notice periods regarding
operational changes

GRI 403 – OCCUPATIONAL HEALTH AND SAFETY

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403-1

Occupational health and safety
management system

4.1.3.1

Health, Safety and Quality of Worklife Policy

403-2

Hazard identification, risk
assessment, and incident
investigation

4.1.3.2 c)

Managing industrial hygiene risks to protect employee health

4.1.3.3

Assessing and preventing workplace safety and security risks

403-3

Occupational health services

4.1.3.2

Safeguarding employee health403-9

Occupational accidents

4.1.3.3 c)

Measuring and tracking occupational accidents

403-10Occupational illnesses

4.1.3.3 c)

Measuring and tracking occupational accidents

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NON-FINANCIAL STATEMENTOther tables of concordance

Disclosure

Description

SectionCross-reference (or reason for omission)

GRI 404 – TRAINING AND EDUCATION
404-1

Average hours of training per year
per employee

4.1.2.4 e)

Enhancing skills through training

404-2

Programs for upgrading employee
skills and transition assistanceprograms

4.1.2.4 c)

Employee growth and development

404-3

Percentage of employees receiving
regular performance and careerdevelopment reviews

4.1.2.4 c)

Employee growth and development

GRI 405 – DIVERSITY AND EQUAL OPPORTUNITY
405-1

Diversity of governance bodies
and employees

4.1.2.2 b)

Targeted initiatives in the five areas of diversity

405-2

Ratio of basic salary andremuneration of women to men

4.1.2.2 b)

Targeted initiatives in the five areas of diversity/Ensuring wage equality
worldwide

4.1.2.2 a)Training to encourage inclusion and attenuate the risk of discrimination

4.1.4.1 a)

Establishing a global ethical framework

GRI 406 – NON-DISCRIMINATION
406-1

Incidents of discriminationand corrective actions taken

GRI 407 – FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING
407-1

Operations and suppliers in which
the right to freedom of associationand collective bargaining may be atrisk

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

4.1.2.1 b)

Organization and ambitions/Clearly defined expectations for each humanrights issue

4.1.2.1 b)

Organization and ambitions/Clearly defined expectations for each humanrights issue

4.1.2.1 b)

Organization and ambitions/Clearly defined expectations for each humanrights issue/A deeper understanding of several issues

4.1.2.5 c)

Participating harmoniously in local community life through our employees

4

GRI 408 – CHILD LABOR
408-1

Operations and suppliers at
significant risk for incidents of childlabor

GRI 409 – FORCED OR COMPULSORY LABOR
409-1

Operations and suppliers at
significant risk for incidents offorced or compulsory labor

GRI 410 – SECURITY PRACTICES
410-1

Security personnel trained inhuman rights policies orprocedures

GRI 413 – LOCAL COMMUNITIES
413-1

Operations with local community
engagement, impact assessments,
and development programs

GRI 414 – SUPPLIER SOCIAL ASSESSMENT
414-1

New suppliers that were screenedusing social criteria

4.1.4.2

Demonstrating our CSR commitments through responsible procurement
policies

414-2

Negative social impacts in the
supply chain and actions taken

4.1.4.2 b)

Identifying categories and countries at risk and assessing suppliers

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NON-FINANCIAL STATEMENTOther tables of concordance

Disclosure

Description

SectionCross-reference (or reason for omission)

Code of
Ethics“Michelin does not make political contributions. The Group considers that it
may legitimately express its point of view, with integrity, in explaining to publicdecision-makers its positions on matters of interest to the Group. The
exchanges are made in accordance with the principles of honesty and in theinterest of our stakeholders, such as shareholders, customers, partners,
employees and the relevant jurisdiction (country, province, state, municipality,etc.).”GRI 415 – PUBLIC POLICY
415-1

Political contributions

GRI 416 – CUSTOMER HEALTH AND SAFETY
416-1

Assessment of the health and safety 4.1.4.3
impacts of product and service
categories

Guaranteeing the quality of our products and services

GRI 417 – MARKETING AND LABELING
417-1

Requirements for product andservice information and labeling

4.1.4.4

Playing an active role in ensuring consumers’ safety on the roadand safeguarding the environment/Tire labeling

GRI 418 – CUSTOMER PRIVACY
418-1

4.1.4.1 d)
Substantiated complaints
concerning breaches of customer
privacy and losses of customer data

“Michelin takes special care to properly manage customer and user requests
and complaints. In each country concerned, data protection teams are tasked
with responding appropriately to each requester in a timely manner.
Similarly, in the event of a personal data breach, the Privacy teams are
systematically called in, in particular to identify cases where the incident
presents a high risk for customers or users whose data have been
compromised, and who must be notified with full details so that they can takeappropriate measures.”_316

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4.4.2 Table of concordance for the SASB
(Sustainability Accounting Standard Board)
The following table cross-references sections in the report that are aligned with the Sustainability Accounting Standard Board Transportation Standard Index - Autoparts, according to the standards updated on December 31, 2023.
Topic

Accounting metric

SectionEnergy management

Total energy consumed

4.1.1.4 b) Reducing the environmental footprint of the production
plants/Summary table of environmental data – Group

Percentage renewable

4.1.1.4 c) Reducing energy use and greenhouse gas emissions/Driving
the Group’s energy transition

Total amount of waste frommanufacturing

4.1.1.4 b) Reducing the environmental footprint of the production
plants/Summary table of environmental data – Group

Percentage hazardous

4.1.1.4 e) Reducing and managing waste

Percentage recycled

4.1.1.4 e) Reducing and managing waste

Number of recalls issued,
total units recalled

4.1.4.3 Guaranteeing the quality of our products and services/Michelin
Quality

Revenue from products designed
to increase fuel efficiency and/or
reduce emissions

4.1.1.1 d) Engagement and transparency

TR-AP-130a.1

Waste management
TR-AP-150a.1

Product safety
TR-AP-250a.1
Design for fuel efficiency
TR-AP-410a.1
Materials sourcing
TR-AP-440a.1
Materials efficiency
TR‑AP‑440b.1
Materials efficiency
TR‑AP‑440b.2
Competitive behavior
TR-AP-520a.1

4.1.1.7 2023 report on the Michelin Group’s activities in respect of theEuropean Taxonomy Regulation

Description of the management of risks 4.1.4.2 b) Identifying categories and countries at risk and assessing
associated with the use of criticalsuppliers/Critical materials
materials
Percentage of products sold thatare recyclable

This information was not available at the date of publication of thereport.

Percentage of input materials fromrecycled or remanufactured content

4.1.1.2 a) Incrementing the use of sustainable materials

Total amount of monetary losses as aresult of legal proceedings associatedwith anti-competitive behavior
regulations

4.1.4.1 c) Competition law

Activity metric

Code

4

During the period, the Group did not incur monetary losses as a resultof legal proceedings pursuant to regulations on anti-competitive
behavior(1).

SectionNumber of parts produced

TR-AP-000.A

4.1.4.3 Guaranteeing the quality of our products and services/Michelin Quality

Weight of parts produced

TR-AP-000.B

3,289,207 tonnes (scope: i-MEP)

Area of manufacturing plants

TR-AP-000.C

3,431 hectares(1)(1) This information was added after the review by the independent third-party and was therefore not subject to its review procedures.

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4.4.3 Sustainable Development Goals
Customers

Employeewell‑being anddevelopment

Financialperformance

Product
performance

Responsible
industry Local communities
4.1.2.5 b, c, dsee Michelin.com

4.1.4.3

4.1.3

4.1.4.3

4.1.2.5

4.1.1.4

4.1.2.5 c, d

4.1.2.4

4.1.2.5 c, d

4.1.2.2 a, b

4.1.2.5 c, d

4.1.1.4 f

4.1.1.4 c
4.1.2.1

Chapter 5

4.1.2.2 b

4.1.1.2

4.1.1.3

4.1.2.5 b

4.1.1.2

4.1.1.4

4.1.2.5

4.1.2.2

4.1.2.5 c, d

4.1.4.4

4.1.1.2 d4.1.4.2 c

4.1.1.1 b

4.1.2.5 d

4.1.4.4 e
4.1.1.4 c
4.1.1.1.a
4.1.1.4 f
4.1.4.2 c
4.1.1.3
4.1.1.4
4.1.4.1.b4.1.2.1 aContribution to the objective: ■■ Low■■ Moderate

4.1.2.5 g■■ Highhttps://www.michelin.com/en/sustainability/commitments_318

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5.1

Financialperformance

REPORT OF THE
MANAGERS
322
5.1.1 Tire markets
322
5.1.2 Sales
328
5.1.3 Consolidated income statement review
333
5.1.4 Consolidated balance sheet review
341
5.1.5 Consolidated cash flow statement347
review349
5.1.6 Return on capital employed (ROCE)
5.1.7 Trend information
350
5.1.8 Highlights
350
5.1.9 Material contracts355
5.1.10 Information concerning payment terms
355
5.1.11 Significant change in financial or trading
position356
5.1.12 Information disclosed in compliancewith Articles L. 225-102-1 andR. 225-105‑1 of the French
Commercial Code356
5.1.13 Disclosure pursuant to France’s Duty ofCare Act applicable to parent
companies and subcontracting
companies356
5.1.14 Five-year summary of consolidated key
figures and ratios
357

5.2

2023 CONSOLIDATEDFINANCIAL STATEMENTS
5.2.1 Consolidated statement – year ended
December 31, 2023
Consolidated income statement
Consolidated statement ofcomprehensive income
Consolidated statement of financial
position
Consolidated statement of changes inequityConsolidated statement of cash flows
Notes to the consolidated financial
statements
5.2.2 Statutory Auditors' report on the
consolidated financial statements

358
358
358
358
359
360
361
362
445

5.3

FINANCIAL STATEMENTS 449
5.3.1 Review of the financial statements ofCompagnie Générale desÉtablissements Michelin
449
5.3.2 Financial statements of Compagnie
Générale des Établissements Michelin(parent)450
Notes to the financial statements
452
5.3.3 Statutory Auditors' report on the annual
financial statements
464
5.3.4 Statutory Auditors’ special report on
related-party agreements
468
5.3.5 Statement of changes in equity
469
5.3.6 Appropriation of 2023 net income
469
5.3.7 Five-year financial summary
470

5.4

ADDITIONAL
INFORMATION
5.4.1 Person responsible for the Universal
Registration Document
5.4.2 Statutory Auditors
5.4.3 Statements incorporated by reference

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471
471
472

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5.1

REPORT OF THE MANAGERS

5.1.1 Tire markets
5.1.1 a)A global market worth some $190 billion in 2022

The global tire market rose by 5% year-on-year in 2022, toaround $190 billion, with light-vehicle tires accounting for
approximately 60% of the total and truck tires 30%. By volume,the market represented a little more than 1.5 billion car andlight truck tires and some 220 million truck and bus tires.
Around three out of four tires were sold in the Replacement
market.
Longer term, tire demand is likely to expand by 0-2% a year
on average in mature markets and by 2-4% a year on
average in the new markets. In this environment, Michelin istargeting growing, high value-added market segments, with afocus on premium segments.

Changes in tire standards
In recent years, mandatory tire performance ratings, displayed onstandardized labels, have been introduced in the European
Union and many other regions around the world. Similar systems
with minimum performance standards and regulated tirelabeling have also been deployed in India and are underconsideration in China and the United States. Labeling systems
now cover the Three Peak Mountain Snowflake (3PMSF) and Ice
markings, which show that the tires have demonstrated
minimum required snow or ice grip, and will be extended incoming years to the rolling resistance of retreaded tires and totire abrasion.
In addition, environmental legislation requiring car and truck
manufacturers to reduce carbon emissions is helping to drive
demand for low rolling resistance tires, of which Michelin is aworld-leading manufacturer.
Such legislation is currently being extended to a broader range ofvehicles. For example, the European Union's VECTO carbon
emissions simulation model, which introduced tire rolling
resistance as a prime parameter in calculating truck emissions,5.1.1 b)Following on from the EU introduction in 2019 of wet grip
performance standards for worn tires, the United Nations has
worked on the R117-04 regulation, with the goal of introducing,effective July 2024, a minimum wet grip performance standard forworn tires still within the legal wear limit. This will help to ensurethat tires deliver at least minimum acceptable performancethroughout their useful lives.
Lastly, embedding RFID tags into every tire means that each one
can be electronically identified across its entire life cycle.
Moreover, associating data with each of these unique IDs isdriving the emergence of new connected services capable ofincreasing efficiency, enhancing the user experience andsupporting more sustainable mobility. In its commitment toconnecting tires, Michelin is actively encouraging the widespread
take-up of RFID technology.
THE GLOBAL TIRE MARKET BY MANUFACTURER IN 2022
36.2%

15.1%

Other tiremakers(2)Michelin

14.2%
Bridgestone

24.9%

9.6%

Mid-sized tiremakers(1)Goodyear

Source: 2022 sales in US dollars, published in Tire Business.
(1) Tiremakers with a 2-7% market share according to the Tire Businessranking.
(2) Tiremakers with less than a 2% market share according to the Tire
Business ranking.

Tire markets in 2023

In 2023, sell-in demand was more volatile than sell-out, due tothe impact of inventory drawdowns in every dealer channel, inboth the Passenger car and Light truck and Truck tire markets.

_322

has now been extended to passenger transportation vehicles(buses and coaches), as well as to heavy vans.

By year-end, however, inventories had returned to normal levels
and sell-in demand is now expected to move more closely in linewith sell-out.

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any association. These estimates are based primarily on importexport statistics and are expressed in the number of tires sold.
They are regularly adjusted and may be updated following theirinitial publication.

Methodological note: Tire market estimates reflect sell-in data
published by local tiremaker associations (sales of manufacturers
to dealers and vehicle manufacturers), plus Michelin's own
estimates of sales by tire manufacturers that do not belong to

5.1.1 c)Passenger car and Light truck tire markets in 2023

The global Original Equipment and Replacement Passenger car and Light truck tire market grew by 2% year-on-year in 2023, lifting
demand back to 2019 levels in both segments.
THE GLOBAL PASSENGER CAR AND LIGHT TRUCK TIRE MARKET, 2023 VS. 2022
Original Equipment
Replacement

13%
11%

9%

9%

10%

9%

9%

3%

1%

2%

0%

0%
-4%

-4%
Europe(1)North America(2)ChinaSouth America

Asia(exc. China)

Africa, India,
Middle-East

Total(1) Including Turkey and Eastern Europe.
(2) Including Central America.

5

Michelin estimates.

Original Equipment
In the Original Equipment segment, global demand climbed by 9% year-on-year, impelled by an expanding market dynamic as
automakers took advantage of easing supply chain restrictions to steadily rebuild vehicle inventory. Robust EV sales, particularly in
China, also helped to support demand for new vehicle tires.
Passenger car andLight truck tire markets
Original Equipment(in millions of tires)

2023

SecondFourthThirdSecondFirsthalf
quarterquarterFirst-halfquarterquarter
2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022

(1)

83

75

+11%

+7%

+9%

+5%

+14%

+14%

+15%

North America(2)

75

69

+9%

+6%

+4%

+7%

+12%

+15%

+9%

EuropeSouth America

15

14

+3%

-2%

-3%

0%

+8%

+7%

+9%

China

132

121

+9%

+11%

+21%

+2%

+7%

+22%

-6%

Asia (excluding China)

77

70

+10%

+5%

+6%

+4%

+16%

+18%

+15%

Africa/India/Middle East

36

36

+1%

+1%

-3%

+5%

+2%

+4%

0%

TOTAL

417

384

+9%

+7%

+10%

+4%

+11%

+16%

+6%

(1) Including Turkey and Eastern Europe.
(2) Including Central America.
Michelin estimates.

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In Europe, the market rose by 11% over the year, buoyed byfavorable prior-year comparatives. This was particularly the casein the first half, when demand climbed 14% compared with the2022 period, which was adversely impacted by automaker supply
shortages and the outbreak of the war in Ukraine. The market
gained a further 7% in the second half, during which mostautomakers completed the process of replenishing their vehicle
inventories. Nevertheless, the European market ended the year
well below its 2019 level, with an 18% shortfall.
The North American market expanded by 9% in 2023, led bysustained new car demand throughout the year. The automakerstrikes called in late third quarter and early fourth quarterweighed somewhat on second-half growth (up 6%), although they
did not prevent automakers from rebuilding their vehicle
inventories. Nevertheless, the North American market ended theyear 5% down on 2019.
THE OE PASSENGER CAR AND LIGHT TRUCK MARKETIN EUROPE

The market in China improved by 9% over the year, with wide
swings from one quarter to the next. The 7% overall gain in thefirst half, for example, reflected a 6% drop in the first quarter,
stemming from the high inventory overhang from year-end 2022,
and a 22% rebound in the second three months due to thefavorable comparison with second-quarter 2022, when thehealth crisis re-emerged in April and May. As well, the second
half’s 11% growth comprised a slight 2% increase in the third
quarter from high prior-year comparatives, which were boosted
by the lifting of health restrictions in June and by government new
car rebates, and a sharp 21% upsurge on favorable prior-yearcomparatives in the final three months, driven by rising exports ofdomestically manufactured EVs to the rest of the world. EVs
accounted for around 30% of new vehicle sales in 2023, up morethan five points year-on-year.

THE OE PASSENGER CAR AND LIGHT TRUCK MARKETIN NORTH AMERICA(in millions of tires – moving 12 months)(in millions of tires – moving 12 months)

105

85

100

80

95

75

90

70

85
65

80

60

75

55

70
65
2020

2021

2023

2022

Michelin estimates.

50
2020

2021

2023

2022

Michelin estimates.

Replacement
In Replacement tires, the stability of global demand compared with 2022 hid significant disparities by region, with brisk growth in China
offsetting a decline in Europe.
Passenger car andLight truck tire markets
Replacement(in millions of tires)

2023

SecondFourthThirdSecondFirsthalf
quarterquarterFirst-halfquarterquarter
2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022

Europe

371

385

316
79

(1)

North America(2)South America

-4%

-1%

+3%

316

0%

+9%

+12%

+6%

73

+9%

+7%

+4%

+10%

-6%

-4%

-8%

-9%

-8%

-10%

+11%

+18%

+4%

China

133

117

+13%

+11%

+14%

+8%

+16%

+32%

+3%

Asia (excluding China)

143

148

-4%

-5%

0%

-11%

-3%

-1%

-4%

Africa/India/Middle East

114

111

+2%

+2%

+2%

+2%

+2%

+2%

+2%

TOTAL

1156

1151

0%

+3%

+6%

+1%

-3%

0%

-5%

(1) Including Turkey and Eastern Europe.
(2) Including Central America.
Michelin estimates.

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-4%

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In Europe, sell-in demand contracted by 4% over the year,
primarily due to sustained dealer destocking throughout theperiod, with a particularly negative impact on winter tire sales.
Sell-out demand, which is shaped by the number of kilometers
traveled by motorists, was more resilient. By year-end, inventory
across the value chain had returned to normal levels, including in
the winter tire segment.

trend upwards (by 9%) in a resilient economy, with favorable
prior-year comparatives emerging in September (in 2022, dealer
buying – and therefore sell-in – had already started to slow by
year-end following the massive wave of low-cost imports in Julyand August). Year-end 2023 inventory levels had returned tonormal.

The North American sell-in market was unchanged over theyear, with demand dampened, as in Europe, by dealer inventory
drawdowns. In the second half, however, demand continued to

In China, the market grew by 13% over the year, as domestic
mobility rebounded in 2023 from the sharp restrictions on
motorists’ freedom of movement imposed during the resurgent
health crises in the second and fourth quarters of 2022.

THE REPLACEMENT PASSENGER CAR AND LIGHT TRUCKTIRE MARKET IN EUROPE

THE REPLACEMENT PASSENGER CAR AND LIGHT TRUCKTIRE MARKET IN NORTH AMERICA

400

340

390

330

380

320

370

310

360

300

350

290

340

280

(in millions of tires – moving 12 months)

330
2020

2021

(in millions of tires – moving 12 months)

270

2023

2022

2020

Michelin estimates.

5.1.1 d)

2021

2023

2022

Michelin estimates.

5

Truck tire markets in 2023

The worldwide Truck tire sell-in market (excluding China) declined by 4% in 2023.
In China, where the Group’s presence is negligible, demand increased by 14% over the year.
THE GLOBAL TRUCK TIRE MARKET, 2023 VS. 2022
Original Equipment
Replacement

27%
6%

5%

-7%

11%
3%

9%
1%

-3%

-4%

1%
-5%

-15%
-25%
Europe(1)North America(2)South America

Asia(exc. China)

Africa, India,
Middle-East

Total(exc. China)

China(1) Including Turkey and Eastern Europe.
(2) Including Central America.
Michelin estimates – new tire market only.

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Original Equipment
In Original Equipment, the global Truck tire market (excluding China) was stable overall for the year, with just a 1% gain.
Truck tire markets
Original Equipment(in millions of tires)

2023

Europe(1)North America

SecondFourthThirdSecondFirsthalf
quarterquarterFirst-halfquarterquarter
2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022

7.4

7.1

+5%

0%

-4%

+6%

+9%

+9%

+10%

6.4

6.7

-4%

-8%

-14%

-3%

-1%

-9%

+9%

South America

1.9

2.5

-25%

-27%

-30%

-25%

-22%

-26%

-19%

Asia (excluding China)

4.5

4.3

+3%

+1%

+2%

-1%

+6%

+8%

+5%

(2)

Africa/India/Middle East

5.8

5.3

+11%

+18%

+17%

+19%

+5%

+23%

-9%

TOTAL (EXCL. CHINA)

26.1

25.9

+1%

-1%

-4%

+1%

+2%

+3%

+2%

China

20.7

16.3

+27%

+37%

+39%

+36%

+19%

+41%

+2%

(1) Including Turkey and Eastern Europe.
(2) Including Central America.
Michelin estimates.

In Europe (up 5%) and in North and Central America(down 4%) demand was sustained over the year, albeit on thebasis of very high prior-year comparatives. This was particularly
the case in North America where, despite some persistent truck
maker difficulties with supply and labor shortages, demand wasbuoyed by truck purchases ahead of the introduction of a new
greenhouse gas emissions standard on January 1, 2024.

THE OE TRUCK TIRE MARKET IN EUROPE

THE OE TRUCK TIRE MARKET IN NORTH AMERICA(in millions of new tires – moving 12 months)(in millions of new tires – moving 12 months)

Demand in South America was down 25% at the end of
December, following extensive new truck buying in 2022 ahead of
the introduction of a new emissions standard on
January 1, 2023.

8

8

7
7
6
6
5

5
2020
Michelin estimates.

_326

2021

2022

2023

4
2020
Michelin estimates.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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Replacement
In Replacement tires, the global sell-in market (excluding China) ended 2023 down 5% due to extensive destocking by dealers andfleets throughout the year, despite resilient freight demand.
Truck tire markets
Replacement

SecondFourthThirdSecondFirsthalf
quarterquarterFirst-halfquarterquarter
2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022 2023/2022(in millions of tires)

2023

Europe

(1)

25.5

27.5

-7%

-2%

-2%

-2%

-12%

-11%

-14%

North America(2)

30.5

35.7

-15%

-13%

-8%

-17%

-17%

-24%

-7%

South America

16.4

15.5

+6%

+3%

+1%

+4%

+9%

+22%

-3%

Asia (excluding China)

22.1

22.6

-3%

-3%

+2%

-9%

-2%

+3%

-6%

Africa/India/Middle East

28.9

28.7

+1%

-5%

+2%

-12%

+6%

+4%

+9%

TOTAL (EXCL. CHINA)

123.4

130.1

-5%

-5%

-2%

-9%

-5%

-6%

-5%

China

41.5

38.1

+9%

+1%

-1%

+2%

+20%

+27%

+13%

(1) Including Turkey and Eastern Europe.
(2) Including Central America.
Michelin estimates.

Sell-in demand contracted by 7% year-on-year in Europe, wherean economic slowdown, particularly in Northern Europe, has led
to a glut in overland freight capacity, exacerbated by the steep
reduction in Truck tire inventories across the supply chain
throughout 2023. However, most dealer and fleet inventories had
returned to normal levels as of year-end.

In North America, demand declined by 15% over the year,
reflecting both particularly high comparatives and extensive
dealer and fleet destocking that brought inventory levels back tonormal by year-end.

THE REPLACEMENT TRUCK TIRE MARKET IN EUROPE

THE REPLACEMENT TRUCK TIRE MARKETIN NORTH AMERICA(in millions of new tires – moving 12 months)

In South America, demand rose by 6% over the year andremains robust, supported in particular by opportunistic dealer
buying of low-cost imports.

5(in millions of new tires – moving 12 months)

30

38
36

28

34
26

32
30

24

28
26

22
2020
Michelin estimates.

2021

2022

2023

24
2020

2021

2022

2023

Michelin estimates.

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5.1.1 e)Specialty tire markets in 2023

Mining tires: Mining tire purchases are growing at a relatively
stable rate year after year, led by ever-increasing ore mining
needs. Sell-in demand was somewhat volatile over the year, due totemporary inventory reductions or rebuilding by mine operators,
but remains robust.
Agricultural, Infrastructure and Materials Handling tires:
Original Equipment demand rose overall during the year, buoyedby relatively high farm commodity prices and the wide array of
infrastructure projects that are raising demand for equipment.
Replacement demand, on the other hand, fell sharply over theperiod, dragged down by massive destocking in every dealer
channel. By the year-end, inventories had returned to more orless normal levels.

Two-wheel tires: Demand plunged in 2023, in both the
motorcycle and bicycle tire segments, due to the sharp reduction
in dealer inventories throughout the year. By year-end, inventories
had returned to normal levels.
Aircraft tires: The market is expanding and has exceeded 2019
levels, led by an upturn in passenger traffic on regional flights,
particularly in China.
Conveyor belts: The market for conveyor belts remains robust,
both in the mining segment, driven by strong demand forcommodities, and in the manufacturing segment, supported byhigh capital spending.
Specialty polymers: Global demand flattened out as the
economy cooled and inventories were reduced across the value
chain.

5.1.2 Sales

28,590+1,623+131+146

29,154
28,343- 811-1,336

Tire Businesses

2022

Scope

VolumesPrix-mix

Sales for the year amounted to €28,343 million, down a slight
0.9% from €28,590 million in 2022. Sales were up 2.0% atconstant exchange rates.
The year-on-year change reflected the combined impact of thefollowing factors:● a 4.7% decline in tire volumes, stemming from extensive
destocking across every segment and value chain as theuncertain economic environment and soaring interest rates
prompted dealers and business customers alike to drasticallydraw down inventory and reduce their standard stock levels.
The volume decline was partially offset by an increase in sales
in the Group’s proprietary dealership networks, reflecting
more resilient sell-out demand;_328

Non-tire2023
at constantexchange rate

Currency2023
at current
exchange rate

● a 5.7% increase from the positive price-mix effect. The€1,286 million positive price effect, comprising €1,130 million in
the first half and €156 million in the second, resulted from thefull-year impact of the price increases introduced in 2022 andearly 2023 to cover the full range of cost inflation factors (rawmaterials, freight, energy, payroll, etc.). The price effectremained positive over the second half, it declined comparedto first half 2023 due to prior-year comparatives and, to alesser extent, the deferred impact on certain activities of raw
materials-based and other indexation clauses. The highly
positive €337 million mix effect reflected the priority focus on
the MICHELIN brand and on high value-added products andservices, as well as growth in sales of 18-inch and larger
Passenger car tires;

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Report of the Managers● a 2.9% decrease from the negative currency effect, due inparticular to the decline in the US dollar, as well as the Chinese
yuan and the Turkish lira, against the euro;● a 0.5% increase from changes in the scope of consolidation,
led by the inclusion of FCG on September 26, 2023, of CPS in
Australia, acquired in July 2022, and of US-based Blacksmith,(in € millions and %)SALES
Change, year-on-year2023

Second-half
2023

28,343

14,264

following the acquisition of all its outstanding shares in
April 2023.
Sales from the non-tire businesses (particularly conveyors, finedining and travel services, and fleet connected mobility solutions)rose by 10% over the year, adding 0.5% to consolidated 2023
sales growth.

Fourth- Third-quarter
quarter 2023
2023
7,191

First-half2023

Secondquarter 2023

First-quarter
2023

7,073

14,079

7,118

6,961

-247

-1,037

-667

-370

+790

+310

+480

Volumes-1,336

-839

-585

-254

-497

-68

-429

Price-mix+1,623

+369

+120

+249

+1,254+457+797

Currency effect

-811

-679

-266

-413

-132

-186

+54

Scope of consolidation

+131

+77

+52

+25

+54

+42

+12

Non-tire sales

+146

+35

+12

+23

+111

+65

+46

Change, year-on-year

-0.9%

-6.8%

-8.5%

-5.0%

+5.9%

+4.6%

+7.4%

Volumes

-4.7%

-5.5%

-7.4%

-3.4%

-3.7%

-1.0%

-6.6%

Price-mix

+5.7%

+2.4%

+1.5%

+3.3%

+9.4%

+6.7%

+12.3%

Currency effect

-2.9%

-4.4%

-3.4%

-5.6%

-1.0%

-2.7%

+0.8%

Scope of consolidation

+0.5%

+0.5%

+0.7%

+0.3%

+0.4%

+0.6%

+0.2%

Non-tire sales

+0.5%

+0.2%

+0.2%

+0.3%

+0.8%

+1.0%

+0.7%

5.1.2 a)Sales by reporting segment

Segment information is presented according to the following
three operating segments:● automotive and related distribution;● road transportation and related distribution;● specialty businesses and related distribution.
The Specialty businesses include the Mining, Beyond-road,Two‑wheel and Aircraft tire activities, as well as the High-TechMaterials activities. The Services & Solutions businesses areincluded for the most part in the “Road transportation andrelated distribution” segment.
Operating segment performance is measured primarily on thebasis of sales and segment operating income, according to thesame measurement principles used in the consolidated income
statement.

2023

Second-half
2023

GROUP

28,343

14,264

7,191

Automotive and related
distribution

14,3397,315Road transportation andrelated distribution

6,975

Specialty businesses andrelated distribution(in € millions)5

Fourth- Third-quarter
quarter 2023
2023

First-half2023

Secondquarter 2023

First-quarter
2023

7,073

14,079

7,118

6,961

3,728

3,587

7,024

3,567

3,457

3,578

1,802

1,776

3,397

1,701

1,696

7,029

3,371

1,661

1,710

3,658

1,850

1,808

Change, year-on-year

-0.9%

-6.8%

-8.5%

-5.0%

+5.9%

+4.6%

+7.4%

Automotive and related
distribution

+1.4%

-3.0%

-4.4%

-1.4%

+6.4%

+6.6%

+6.2%

Road transportation andrelated distribution-6.5%-10.4%-12.5%

-8.2%

-2.1%

-5.2%

+1.3%

Specialty businesses andrelated distribution+0.6%-10.6%-12.5%-8.6%+13.6%+10.9%+16.4%

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5.1.2 b)Automotive and related distribution – Analysis of sales

Sales in the Automotive and related distribution segment rose by
1.4% year-on-year to €14,339 million in 2023.
Volumes sold declined by 1.9% over the period, reflecting an
increase in Original Equipment sales and a contraction in
Replacement sales, which were impacted by extensive dealer
inventory drawdowns through to the final quarter.
In the midst of this steady return to standard stock levels, spurredby higher interest rates, the Group focused on the mostvalue‑accretive market segments, by continuing to broaden its
product portfolio and growing its sales of premium 18-inch andlarger tires. As a result, the reporting segment enjoyed a very
positive mix over the year, with the product and geographic
mixes amply offsetting the unfavorable OE/Replacement mix.
Sales were positively impacted by the price increases introduced
in 2022 and early 2023 to offset sharply rising costs.
Original Equipment volumes sold rose over the period, lifted by
the return to normal conditions in automotive supply chains,particularly for semiconductors. This helped to drive gains inevery operating region except China, where the reduction ingovernment incentives weighed on local demand. In addition,
sales continued to be lifted by growth in the electric vehicle
segment. Backed by its technological leadership, the Group istargeting the premium segments of the EV market, and continues
to enjoy significantly higher market share in electric vehicle tires
than in internal combustion vehicle tires.
In the Replacement segment, sales volumes declined year-onyear, at a time of economic uncertainty and extensive dealer
inventory drawdowns. The geographic mix had a positive impact,
reflecting more favorable dynamics in the most profitableregions, with sales holding firm in North America, growing in
China and declining in Europe. The percentage of 18-inch andlarger tires in the sales mix continued to rise sharply over theperiod, led by a fast growing market in which the Group
maintained its positions.
The sustained success of the MICHELIN Cross Climate 2 attests to
the Group’s leadership in the all-season segment.
The Group continued to roll out its distribution strategy by(i) expanding its presence in online channels, as seen in thedevelopment of Allopneus in France and BlackCircles in the UK;(ii) pursuing franchising programs in several countries (Canada,
Egypt and South Africa); and (iii) acquiring, in late 2023, online tire
retailer Tyroola in Australia and New Zealand.

_330

In Europe, sales declined as dealers steadily drew down
inventory all year long, with Southern Europe (France, Spain and
Italy) proving more resilient than the other operating regions.
Thanks to a significant improvement in its customer service
performance, the Group gained market share in the 18-inch andlarger segment in the second half.
In the intermediate or “Tier 2” segment, Kléber brand sales
enjoyed robust growth and continued to move upmarket.
Sales volumes held firm in North America, reflecting resilientdemand and kilometers traveled, particularly in the second halfwhen MICHELIN-branded sales rose year-on-year despite
inventory drawdowns that continued through to year-end.
In South America, where fast-growing demand is being driven byimports, the Group further enhanced its mix and gained newmarket share in the 18-inch and larger segment, particularly in
Brazil.
Group sales in China rose from favorable prior-yearcomparatives, which were impacted by the lockdowns thatdampened demand in spring and autumn 2022. The Group
continued to support the market’s move up the value chain,stabilizing its overall share and increasing its penetration of the18-inch and larger segment.
In a Southeast Asian market that was down year-on-year, largely
due to reduced demand in Japan and Australia, the Group
increased its share and enjoyed a favorable mix, reflecting thestronger market share gains in the 18-inch and larger tiresegment.
In the highly competitive Africa/India/Middle East markets,
Group sales were impacted by extensive inventory drawdowns,
but sell-out market share rose in the 18-inch and larger segmentin the most profitable countries (the United Arab Emirates,
South Africa and Egypt). In India, the sales are very strongly heldback by drastic restrictions in imports, the volumes sold by theGroup in the country have dropped 90% over the last three
years.
Michelin Lifestyle (formerly Michelin Experiences) reported
robust sales growth for the year, primarily in the fine dining,
hospitality and travel markets. Michelin Lifestyle remains an
unrivaled vehicle for promoting the MICHELIN brand and its
premium positioning.

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5.1.2 c)Road transportation and related distribution – Analysis of sales

Sales in the Road transportation and related distribution segment
totaled €6,975 million in 2023, down 6.5% from the prior year.
After two post-Covid years shaped by very strong overland freight
demand and highly constricted supply conditions across every
value chain, the Road transportation business contracted sharply
in 2023, particularly in Europe.
Volumes sold declined by 8.5% over the year, reflecting both
unfavorable comparatives, particularly in the second half, and themassive fleet and dealer destocking that continued through toyear-end in every geography. In this environment, the Grouppursued its selective marketing strategy with a sharper focus on
the MICHELIN brand and the highest value-creating regions.
In the Original Equipment segment, OEM output continued totrend upwards during the year and the Group increased its
market share, especially in the higher value-creating
North American market. Environmental standards aimed at
reducing CO2 emissions and difficulties in hiring truck drivers in
Europe and North America are prompting trucking companies to
upgrade their fleets, offering the Group an opportunity todemonstrate its technological leadership, its knowledge of usage
practices and the energy efficiency of its products. In addition,
Group sales were supported by local price adjustments designed
to capture the full value of this technological leadership.
In the Replacement segment, worldwide new tire demand(excluding China) fell a steep 5% during the year due to extensive
inventory drawdowns by dealers and fleets. In this challenging
environment, the Group focused on its value-added offerings, led
by the MICHELIN brand and retreading solutions. The portfolio of
connected mobility service solutions was further broadened during2023, notably in November when the Group presented Michelin
Connected Mobility, a comprehensive solution combining end-toend tire management (fitting, maintenance, end-of-life
management) with a suite of digital support services. In thepassenger transportation segment, the Group reaffirmed its
leadership for example in the highly profitable subway tire

5.1.2 d)segment, especially in emerging markets. Lastly, the growth inonline shopping, while somewhat slower than in the post-Covid
years, continued to underpin demand in the last-mile delivery
segment, where the MICHELIN Agilis 3 tire remained a best seller.
In the European market, in a market with high transport
overcapacity which is readjusting downward, marked by a strong
increase in imports of Asian tires, the Group sales declined
during the year, albeit to a lesser extent overall inSouthern Europe. The Group is pursuing its value-driven strategy
and optimizing its retreading solutions to support customers intheir commitment to increasingly sustainable trucking.
In North America, stronger economic growth kept businessmore buoyant than in the other operating regions. The Group isgaining market share thanks to its geographic coverage and its
network of fleet service centers.
The South American market remained buoyant, but growth washeld back by economic conditions in Argentina and high inflationin Colombia, Chile and many other countries in the region. In
addition, the mix moved downmarket due to the significant
upsurge in imports from Asia, particularly in Brazil. The Group
strengthened its positions in the premium segment by prioritizing
its MICHELIN brand sales, again particularly in Brazil.
Sascar’s fleet management solutions remained on a growthtrajectory, with a steady upmarket shift in the portfolio and asignificant increase in the number of vehicles under contract.
In Asia (excluding China), where the economy was more
lackluster during the year, the Group stepped up its value-driven
approach to targeting market segments that appreciate
MICHELIN solutions for their technological content.

5

The Group consolidated its positions in the Africa/India/MiddleEast region. In India, the ongoing shift to radials, a segment where
the Group can capitalize on its technological advantage, helped todrive market share gains. The Group also locally raised prices tooffset adverse currency movements, particularly in Nigeria.

Specialty businesses and related distribution – Analysis of sales

Surface mining tires: In an ore market still positioned for longterm growth impelled by rising demand for metals, in particular to
support the energy transition, Group sales experienced two very
different half-year periods in 2023. After rising quickly in the firstsix months, led by restored operating efficiency and a significant
improvement in maritime shipping capacity, sales were hurt in
the second half by inventory drawdowns at certain mining
companies. In addition, with sales hitting all-time highs in several
months of second-half 2022, prior-year comparatives wereparticularly unfavorable. Despite a slight reduction in indexed

prices on July 1 due to the decline in commodity prices in 2022,
prices still had a favorable impact over the year, led by theincreases introduced in 2022 and first-half 2023 to offset inflation
factors unrelated to raw materials, especially energy costs andpayroll costs. Digital tire management services continued to deliver
sustained growth. This was particularly the case for the Michelin
Earthmover Monitoring System (MEMS) connected tire, which
offers major competitive advantages in the areas of safety andoperational productivity.

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Aircraft tires: As overall air traffic rose above its 2019 levels,
both in number of flights and in passenger load factors, theCommercial segment rebounded sharply over the year.

Beyond-road tires: In the Original Equipment markets, which
trended upwards over the year, particularly in the first half, Groupsales were lifted by market share gains in the premium
Agricultural tire segment in Europe and North America, as well as
in the Materials Handling segment.

Overall, Group sales volumes rose significantly and exceeded2019 levels. Sales revenue was also lifted by a favorable priceeffect, reflecting the market value of the Group’s technologicalsuperiority and capacity for innovation, as illustrated by the
introduction of the new MICHELIN Air X Sky Light tire.

On the Replacement side, where demand contracted in 2023, theGroup pursued its value-driven approach by targeting the higher
value-added segments.
The agricultural tracks business, where margins are high and theGroup is market leader, maintained its strong growth momentum
in the United States, Brazil and other parts of the Americas.

The High-Tech Materials business reported growth for the year,
driven in particular by the Conveyors business. Momentum wasvery strong in the first half, but slowed in the second six months
due to the extensive inventory drawdowns across the value
chain. FCG, which has been consolidated since September 26,
2023, contributed around €50 million to segment sales.

Two-wheel tires: Group sales declined from unfavorable
comparatives and in a highly competitive environment, dragged
down by massive destocking in both the motorcycle and bicycle
tire segments. The drawdowns followed on from two
post‑Covid years of very brisk demand and favorable financing
conditions, which had pushed dealers to maintain high levels
of inventory.

In all, sales by the Specialty businesses reporting segment
increased by 0.6% year-on-year, to €7,029 million. Exchange rate
movements, particularly the decline in the US dollar against theeuro, had an unfavorable impact on the segment’s sales.

Sales were nevertheless supported by a favorable price effect.

5.1.2 e)Changes in exchange rates for the main operating currencies

At current exchange rates, consolidated sales ended 2023 down 0.9%.
The reported decline included the 2.9% (€811 million) negative impact of the decrease against the euro during the year in a large
number of currencies, such as the US dollar, which accounts for 40% of consolidated sales, the Chinese yuan and the Turkish lira.
2023

2022

ChangeEuro/USD

1.082

1.054

+2.6%

USD

Euro/CNY

7.656

7.081

+8.1%

Euro/AUD

1.627

1.516

+7.3%

Euro/GBP

0.870

0.852

Euro/BRL

5.401

Euro/CAD

Currency

%

40%

TRY

1%

EUR

31%

THB

1%

CNY

6%

Other

6%

+2.2%

BRL

4%

5.435

-0.6%

GBP

3%

1.460

1.370

+6.5%

AUD

3%

Euro/JPY

151.564137.587+10.2%

CAD

3%

Euro/MXN

19.17721.206

-9.6%

JPY

1%

Euro/THB

37.61736.874

+2.0%

MXN

1%

Euro/TRY

24.89917.209+44.7%

TOTAL

5.1.2 f)Currency%

100%

Sales by region
2023

2023/2022

Second-half 2023

First-half 2023

GROUP

28,343-0.9%

14,264

14,079Europe

9,891

-2.5%

4,990

4,901

(in € millions)_332

Sales break down as follows by currency:

Average exchange
rateof which France

2,502

+0.7%

1,282

1,220

North America (incl. Mexico)

11,098

+1.6%

5,685

5,413

Other regions

7,354

-2.3%

3,589

3,765

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2023(in € millions)

GROUP% of total

2022

28,343% of total

28,590Europe

9,891

34.9%

10,14035.5%

of which France

2,502

8.8%

2,484

8.7%

North America (incl. Mexico)

11,09839.2%

10,92038.2%

Other regions

7,354

25.9%

7,530

26.3%

2023 (as a % ofsales)

2022 (as a % ofsales)

Consolidated sales rose in North America, but declined in Europe and the other operating regions.
Around 65% of consolidated sales were generated outside Europe and more than 90% outside France.

5.1.3 Consolidated income statement review
2023

2022

2023/2022

Sales

28,34328,590-0.9%

Cost of sales(20,395)(21,052)

-3.1%

72.0%

73.6%

(in € millions, except per share data)

GROSS INCOME

7,948

7,538

+5.4%

28.0%

26.4%

Sales and marketing expenses(1,210)(1,174)

+3.1%

4.3%

4.1%

Research and development expenses

(756)

(698)

+8.3%

2.7%

2.4%

General and administrative expenses(2,336)(2,244)

+4.1%

8.2%

7.8%

Segment other income and expenses

(74)

(26)

+184.6%

0.3%

0.1%

SEGMENT OPERATING INCOME

3,572

3,396

+5.2%

12.6%

11.9%

Other operating income and expenses

(920)

(375)

+145.3%

3.2%

1.3%

OPERATING INCOME

2,652

3,021

-12.2%

9.4%

10.6%

Cost of net debt

(198)

(239)

-17.2%

0.7%

0.8%

2

(22)

-109.1%

0.0%

0.1%

(94)

(45)

+108.9%

0.3%

0.2%

Other financial income and expenses
Net interest on employee benefit obligations
Share of profit/(loss) from equity-accounted
companies

128

(59)

-316.9%

0.5%

0.2%

INCOME BEFORE TAXES

2,490

2,656

-6.3%

8.8%

9.3%

Income tax

(507)

(647)

-21.6%

1.8%

2.3%

NET INCOME

1,983

2,009

-1.3%

7.0%

7.0%

 Attributable to the shareholders of theCompany

1,983

2,001

-0.9%

7.0%

7.0%

0

8

-100.0% Basic

2.77

2.81

-1.2%

 Diluted

2.75

2.79

-1.3%

 Attributable to the non-controlling interests

5

EARNINGS PER SHARE (in €)2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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5.1.3 a)Analysis of segment operating income(in € millions)+1,463

+115

+6
-76

3,396

+32

3,866

-108

3,572

-260
-294
-702

Tire Businesses

2022
operatingincome(1)

Scope

Volumes

Price-mix

Rawmaterials

Manufacturing
and logistics
Performance

SG&A
tires

Non-tire(contribution
to change in SOI)

Other

2023
Currency
at constantexchange rate(1)2023
operatingincome (1)(1) Segment operating income.

Segment operating income amounted to €3,572 million or
12.6% of sales for the year ended December 31, 2023, comparedwith €3,396 million and 11.9% in 2022.
The €176 million improvement reflected the net impact of thefollowing factors:● a €32 million increase from changes in the scope of
consolidation, primarily in the non-tire businesses, most notably
the acquisition of Flex Composite Group in late September2023;● a €702 million decrease reflecting:●●the decline in volumes sold;the fixed cost shortfall resulting from the decline in
output and the general under-utilization of production
capacity;● a €1,463 million increase from the highly favorable pricemix effect, led by:●●

the full-year impact of the price increases introduced in
2022 and early 2023 in response to sharply rising costs.
A significant proportion of these increases helped tooffset the steep decline in certain very high inflation or
hyperinflation currencies,
a mix enhanced by the sustained growth in sales of
18-inch and larger tires in the Passenger car segment,
offsetting a market mix impacted by robust gains in
Original Equipment sales across every business;● a slight €76 million decrease from the rise in manufacturing
and logistics costs, as the reduction in finished productshipping costs did not fully offset the increase in payroll andother manufacturing costs;● a €108 million decrease from the year-on-year growth in
SG&A expenses (including research and development
outlays) in the Tire operations, reflecting the impact ofinflation, particularly on payroll costs;● a €260 million decrease from other unfavorable cost
factors, primarily comprising an adjustment in the variable
compensation paid in respect to 2023;● a €294 million decrease from exchange rate movements, led
by the highly unfavorable impact of the increase in the euro
against the US dollar, the Turkish lira, the Argentine peso andmost other operating currencies.
Other operating income and expenses unallocated to theoperating segments represented a net expense of €920 million in
2023 versus a net expense of €375 million in 2022. The€545 million increase was mainly attributable to the impact ofindustrial restructuring projects in Germany and theUnited States.
Other operating income and expenses are described in moredetail in note 9 to the consolidated financial statements.

● a €115 million increase from the decline in the cost of raw
materials used in production from their peak in 2022;_334

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5.1.3 b)Segment operating income

Segment information is presented according to the following
three operating segments:● automotive and related distribution;● road transportation and related distribution;● specialty businesses and related distribution.
The Specialty businesses include the Mining, Beyond-road,Two‑wheel and Aircraft tire activities as well as the High-TechMaterials activities. The Services & Solutions businesses areincluded for the most part in the “Road transportation andrelated distribution” segment.
Operating segment performance is measured primarily on thebasis of sales and segment operating income, according to thesame measurement principles used in the consolidated income
statement.
2023

2022

Sales

14,339Segment operating income

1,959

Segment operating margin(in € millions)

Second-half 2023

First-half 2023

14,138

7,315

7,024

1,711

1,093

866

13.7%

12.1%

14.9%

12.3%

6,975

7,462

3,578

3,397

AUTOMOTIVE AND RELATED DISTRIBUTION

ROAD TRANSPORTATION AND RELATED DISTRIBUTION
Sales
Segment operating income

456

641

288

168

Segment operating margin

6.5%

8.6%

8.0%

5.0%

Sales

7,029

6,990

3,371

3,658

Segment operating income

1,157

1,044

487

670

Segment operating margin

16.5%

14.9%

14.5%

18.3%

28,34328,59014,264

14,079SPECIALTY BUSINESSES AND RELATED DISTRIBUTION

GROUP
Sales
Segment operating income

3,572

3,396

1,868

1,704

Segment operating margin

12.6%

11.9%

13.1%

12.1%

5

Segment operating margin(in € millions)

248

113

3,396

2022
2023

3,572

-185

16.5%
14.9%

13.7%
12.1%

11.9%

12.6%

8.6%
6.5%

AutomotiveRoad
transportation

Specialty
businessesGroup2022 (1)Automotive

Road
Specialtytransportation businesses

2023 (1)(1) Segment operating income.

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Automotive and related distribution – Analysis of segment operating income

2023

2022

2023/2022

2023 (% ofconsolidated
total)

Sales

14,33914,138

+1.4%

50%

50%

Change in volumes

-1.9%
55%

50%

Automotive and related distribution(in € millions)

Segment operating income

1,959

1,711

+14.5%

Segment operating margin

13.7%

12.1%

+1.6 pts

2022 (% ofconsolidated
total)

Automotive segment operating income amounted to€1,959 million or 13.7% of sales, versus €1,711 million and 12.1%
in 2022.

sales of 18-inch and larger tires and the solid results achieved in
the most profitable regions, in both the Original Equipment andReplacement segments.

Despite the 1.9% decline in volumes sold and an unfavorable
market mix, the segment delivered excellent results, led primarily
by the very robust mix effect. Prices were lifted by the full-year
impact of the 2022 increases and the policy of targeted priceadjustments, while the mix was improved by sustained growth inDistribution operations contributed positively to segment
operating income, with a significant year-on-year gain driven by
growth in the service activities.
Exchange rate movements had a negative impact on segment
operating income.

Road transportation and related distribution – Analysis of segment operating income

2023/2022

2023 (% ofconsolidated
total)

2022 (% ofconsolidated
total)

7,462

-6.5%

25%

26%

13%

19%

Road transportation and related distribution(in € millions)

2023

2022

Sales

6,975

Change in volumes-8.5%

Segment operating income

456

641

-28.9%

Segment operating margin

6.5%

8.6%

-2.1 pts

Road transportation segment operating income totaled€456 million or 6.5% of sales, versus €641 million and 8.6%
in 2022.
At a time of steeply falling tire demand, shaped by massive
inventory destocking across the entire value chain, volumes sold
contracted by 8.5% over the year, resulting in a slowdown in
production plant output that in turn had a highly unfavorable
impact on fixed costs absorption.
In addition, the mix was adversely affected by fast growth inOriginal Equipment demand, spurred by buying ahead of theintroduction of new environmental standards in North America.

On the other hand, the decline in raw material costs helped tomaintain a favorable economic equation.
The Services & Solutions operations, now combined under theMichelin Connected Fleet brand, continued to expand in 2023
and delivered higher year-on-year operating income, thanks
in particular to more appropriate pricing for their solutions.
Exchange rate movements had a negative impact on segment
operating income.

Specialty businesses and related distribution – Analysis of segment operating income
2022 (% ofconsolidated
total)

6,990

+0.6%

25%

24%

32%

31%

2023

2022

Sales

7,029

Change in volumes-4.6%

Segment operating income

1,157

1,044

+10.8%

Segment operating margin

16.5%

14.9%

+1.6 pts

Segment operating income from the Specialty businesses
amounted to €1,157 million or 16.5% of sales, versus€1,044 million and 14.9% the year before.

_336

2023/2022

2023 (% ofconsolidated
total)

Specialty businesses and related distribution(in € millions)

Mining tires: Volumes edged down over the year after secondhalf performance was dampened by unfavorable comparatives
and inventory drawdowns at certain customers. However, with alarge percentage of the mining operator contracts covered by2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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raw material and shipping cost indexation clauses, 2023 segment
operating income was lifted by favorable prior-yearcomparatives, particularly in the first half.
Beyond Road tires: Excluding the currency effect, segment
operating income held firm thanks to a highly selective
marketing strategy that supported favorable pricing, which
offset the lower volumes and the adverse market mix causedby the fast growth in Original Equipment sales.
Two-wheel tires: Extensive inventory drawdowns weighed onvolumes sold, which declined year-on-year. This was particularly

5.1.3 c)the case in the bicycle tire segment, which has emerged from its
post-Covid bubble.
Aircraft tires: In a favorable environment shaped by a recovery
in air traffic, volumes sold turned in a very good performanceand exceeded pre-Covid levels, helping to boost segment
operating income.
The Conveyor Belt business enjoyed relatively sustained demand
over the year, particularly in the first half.
Exchange rate movements had a negative impact on segment
operating income.

Other income statement items

Raw materials
The cost of raw materials reported in cost of sales has been
estimated at €5.9 billion in 2023 versus €6.7 billion in 2022.

RAW MATERIALS RECOGNIZED IN 2023 COST OF SALES(€5.9 BILLION)23%

It is calculated on the basis of:● the price and mix of the Group’s raw materials purchases;● sales and production volumes, which fell sharply in 2023,
spurred by the steep reductions in inventory;● the valuation of raw materials, semi-finished and finishedproduct inventories using the weighted average cost
method. This method tends to spread fluctuations inpurchase costs over time and delay their recognition incost of sales, due to timing differences between thepurchase of the raw materials and the sale of the finishedproduct;● exchange rate movements, which correspond to (i) the
impact of converting local currency purchasing costs into
the consolidation currency; and (ii) a residual currency
effect resulting from the difference between thepurchasing companies’ local currency and the currency
used to purchase their raw materials.
In 2023, the raw materials costs and the related transportation
costs recognized in cost of sales included a €115 million
favorable price impact, including a residual exchange rate effect.
Changes in natural rubber and butadiene prices feed throughto the income statement around three to six months later.
Based on estimated 2023 production volumes, the sensitivity of
cash purchasing outlays to fluctuations in natural rubber and oil
prices is as follows:● a $0.10 per kg decrease in natural rubber prices would
feed through to around an $111 million reduction in fullyear purchasing costs;● a $1.00 per barrel decline in oil prices would feed throughto a $7 million decrease in full-year purchasing costs.

Synthetic rubber

24%
Fillers

21%
15%

Natural rubber

Chemicals

7%

10%

TextileSteelcord

5

NATURAL RUBBER PRICES (SICOM)(USD/kg)

RSS 3
TSR 20
2.5

2.0

1.5

1.0

0.5
Jan.
2019

Jan.
2020

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Jan.
2021

Jan.
2022

Jan.
2023

Dec.
2023

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BUTADIENE PRICES

Employee benefit costs and number of employees
US Gulf (USD/t)
Europe (EUR/t)

2,500

2,000
1,500

The relative year-on-year stability in headcount may be attributed
to the efforts to streamline and reorganize the Group’s corporate
operations, which offset the slight increase from the acquisitionof Flex Composite Group in September 2023.(1)

1,000

500
0
Jan.
2019

Employee benefit costs came to €7,401 million or 26.1% ofsales, up €451 million year-on-year, reflecting, in particular,
adjustments in the compensation policy in response to highinflation. The 1.8-point year-on-year increase as a percentage
of sales was also due to the time lag between the priceincreases (most of which were introduced prior to 2023) andthe ongoing impact of inflation on payroll costs in 2023.
Nevertheless, the rate remains slightly lower than in 2019.

Jan.
2020

Jan.
2021

Jan.
2023

Jan.
2022

Dec.
2023

In 2023, €7,397 million in expenses were recognized in segment
operating income and €4 million in other operating income andexpenses (see notes 6 and 9 to the consolidated financial
statements).

(in € millions and number of people)

2023

2022

ChangeTotal employee benefit costs

7,401

6,950

+6.5%

26.1%

24.3%

+1.8 pts

Employees on payroll at December 31

132,500

132,200+0.2%

Number of full-time equivalent employees at December 31

125,000

124,900+0.1%

Average number of full-time equivalent employees

125,000

121,700+2.7%(in € millions)

2023

2022

ChangeTotal depreciation and amortization

2,008

1,944

+3.3%

As a % of sales

7.1%

6.8%

As a % of sales

Depreciation and amortization

Depreciation and amortization charges rose by €64 million to€2,008 million for the year. The modest increase stemmed fromthe slight uptick in capital expenditure, which returned to suitablelevels after several years shaped by the Covid-19 crisis and its
impact on the global economy.

Of the total, €1,917 million was recognized in segment
operating income and €91 million in other operating income
and expenses (see notes 6 and 9 to the consolidated financial
statements).

(1) See note 4.1.1 to the consolidated financial statements.

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Transportation costs(in € millions)

2023

2022

ChangeTransportation costs

1,485

2,056

-27.8%As a % of sales

5.2%

7.2%

Transportation costs came to €1,485 million in 2023, down 28%
on 2022. The steep reduction was driven by a number offactors, including (i) the decline in volumes sold; (ii) the fall inmaritime shipping costs since late 2022, which fed fully throughto logistics costs in 2023; and (iii) the Group’s performance inraising supply chain productivity, curtailing the use of air freightand rationalizing finished product delivery modes by improving
the tonnes carried/tonnes sold ratio.
In addition, the shipping market is mainly denominated in
US dollars, so the decline in the dollar against the euro over theyear contributed to the decrease in transportation costs.

Sales and marketing expenses
Sales and marketing expenses represented 4.3% of sales in
2023, versus 4.1% in 2022. In value and on a like-for-like basis,
they rose by €36 million year-on-year, primarily due to cost
inflation. Nevertheless, they remained lower than in 2019.
The year-on-year increase as a percentage of sales primarilyreflected the time lag between price increases and the impact ofinflation on payroll.

Research and development expenses
2023(in € millions)2022

Change+8.2%

Research and development expenses

756

698

As a % of sales

2.7%

2.4%

Research and development expenses rose by €58 million
year‑on-year to €756 million. This increase attested both to theGroup's commitment to maintaining its technological leadershipin delivering performance and sustainability in its products andservices, and to the impact of inflation on research anddevelopment expenses.

Segment other income and expenses

They represented 2.7% of sales for the year, versus 2.4% in 2022
and more or less on a par with 2019.

Other operating income and expenses correspond to items
that are not taken into account by Management whenmeasuring the performance of the operating segments due totheir nature or their significant, unusual or abnormal
characteristics.

General and administrative expenses
General and administrative expenses amounted to€2,336 million, a €92 million year-on-year increase that was
primarily attributable to inflation.
They represented 8.2% of sales for the year, up 0.4 points
compared with 2022.

Segment other income and expenses represented a net
expense of €74 million in 2023, up from a net expense of€26 million in 2022.

5

Other operating income and expenses

Other operating income and expenses represented a net
expense of €920 million in 2023, versus a net expense of€375 million in 2022.
The €545 million increase mainly corresponded to therecognition of provisions for restructuring, following the Group's
announcements in October and November 2023 that it intended
to terminate certain production operations in, respectively, theUnited States and Germany. To a lesser extent, the depreciationof a number of rubber cropland plots in Indonesia also increased
net expense for the year.
Other operating income and expenses are described in moredetail in note 9 to the consolidated financial statements.

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Cost of net debt
(in € millions)

2023

2022

ChangeCost of net debt

198

239

-41

At €198 million, the cost of net debt was down €41 million
compared with 2022, mainly as a result of the following factors:● a significant €123 million reduction in net interest expenseto €172 million, reflecting the net impact of:●relatively stable interest expense, due to the lack of any
material change in either average debt or the interest rates
on it, the majority of which have been fixed in recent years●

a sharp increase in interest income, to €118 million, as
higher interest rates lifted the return on cash investments,
most of which are euro-denominated and variable rate;● an €89 million decline in the impact of exchange rate
derivatives, due mainly to the drop in US dollar interest
rates over the course of 2023 (compared with an increasein rates in 2022);● an aggregate €7 million decrease from movements inother factors.

Other financial income and expenses(in € millions)

2023

2022

Change

2

(22)

+24

Other financial income and expenses

Despite net exchange losses, due in part to unhedged currencies, other financial income and expenses represented a gain of€2 million in 2023, up €24 million on 2022, thanks to net income from financial assets, whose return was also improved by higher
interest rates, and other financial items, whose favorable impact primarily stemmed from the treatment of hyperinflation in Argentina.

Income tax(in € millions)

2023

2022

ChangeIncome before taxes

2,490

2,656

-166

Income tax

(507)

(647)

+140

Current tax

(816)

(586)

-230

Withholding tax

(33)

(39)

+6

Deferred tax

342

(22)

+364

Income tax amounted to €507 million in 2023, a €140 million
year-on-year decrease. However, current tax rose by€224 million to €849 million for the year. The difference
reflected the increase in deferred taxes, due in large part to
the restructuring provisions recognized in 2023.

The effective tax rate for 2023 stood at 20.4%, versus 24.4% theyear before. The four-point difference stemmed from thenon‑recurring impact in 2023 of the share of profit fromequity‑accounted companies, in particular the TBC joint venture(see note 17 to the consolidated financial statements).
Restated for this non-recurring income, the year-on-yearincrease in the tax rate was 2.3 points.

Consolidated net income and earnings per share(in € millions)

2023

2022

Net income

1,983

2,009

-26

As a % of sales

7.0%

7.0%

0.0 pts

 Attributable to the shareholders of the Company

1,983

2,001

-18

0

8

-8

 Basic

2.77

2.81

-0.04

 Diluted

2.75

2.79

-0.04

 Attributable to the non-controlling interests

ChangeEarnings per share (in €)_340

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Net income came to €1,983 million for the year, or 7.0% of sales,
compared with €2,009 million and also 7.0% of sales in 2022.

● unfavorable factors:●

The €26 million decline reflected the following factors:● favorable factors:●●

the €176 million increase in segment operating income,the €545 million increase in other operating expenses
unallocated to the operating segments, corresponding
primarily to provisions for restructuring operations inGermany and the United States.

the €187 million increase in profit from equity-accounted
companies, corresponding mainly to disposal gains realized
by two joint ventures, TBC (disposal of retail operations) andSymbio (sale of a one-third equity stake),●the €140 million decrease in income tax expense,●the €41 million reduction in the cost of net debt;

5.1.4 Consolidated balance sheet review
Methodological note: translation adjustments in the balance sheet primarily stem from the translation into euros of prior-year assets andliabilities at the closing exchange rate.

Assets
December 31, 2023

(in € millions)

December 31, 2022

Total Translation
change adjustments

Movement

Goodwill

2,982

2,430

+552

-46

+598

Intangible assets

1,794

1,803

-9

0

-9

Property, plant and equipment

12,26012,136

+124

-154

+278

Right-of-use assets

1,082

1,010

+72

-23

+95

Non-current financial assets and other non-current
assets

1,605

1,161

+444

-15

+459

871

1,102

-231

-29

-202

Investments in equity-accounted companies
Deferred tax assets

932

630

+302

-7

+309

Non-current assets

21,526

20,272+1,254-273+1,527

Inventories(1)

5,447

6,318

-871

-154

-717

Trade receivables

3,850

4,205

-355

-110

-245

Current financial assets

512

652

-140

-3

-137

Other current assets

1,345

1,315

+30

+87

-57

Cash and cash equivalents

2,515

2,584

-69

-90

+21

Current assets

13,66915,074-1,405-269-1,136TOTAL ASSETS

35,19535,346

-151

-542

+391

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Equity and liabilities
December 31, 2023

(in € millions)Share capital

December 31, 2022

Total Translation
change adjustments

Movement

357

357

0

0

Share premiums

2,702

2,702

0

0

Reserves

14,896

14,051+845-316+1,161

3

6

-3

0

-3

Total equity

17,958

17,116+842-316+1,158Non-current financial liabilities

4,672

4,705

-33

-16

-17

Non-current lease liabilities

738

690

+48

-13

+61

Provisions for employee benefit obligations

2,726

2,561

+165

-34

+199

Provisions and other non-current liabilities

860

695

+165

-8

+173

Non-controlling interests

Deferred tax liabilities

497

541

-44

-6

-38

Non-current liabilities

9,493

9,192

+301

-77

+378

Current financial liabilities

591

1,826

-1,235-32-1,203Current lease liabilities
Trade payables

241

233

+8

-4

+12

3,075

3,416

-341

-58

-283

Trade payables under reverse factoring agreements

530

595

-65

-16

-49

Provisions and other current liabilities(1)

3,307

2,968

+339

-61

+400

Current liabilities

7,744

9,038

-1,294-171-1,123TOTAL EQUITY AND LIABILITIES

35,19535,346

-151

-564

+413

5.1.4 a)Goodwill

Goodwill before translation adjustments rose by €598 million in
the year to December 31, 2023, primarily due to the following
factors:● the recognition of €576 million in provisional goodwill following
the Group’s acquisition on September 26, 2023 of Flex

5.1.4 b)Composite Group, Europe’s leading manufacturer of high-techfabrics and films;● the recognition of €18 million in goodwill following the Group’s
acquisition on January 31, 2023 of EGC Enterprises, Inc. a US
manufacturer of graphite-based sealing products(1).

Intangible assets

Intangible assets stood at €1,794 million for the year, a €9 million decrease from December 31, 2022 before translation adjustments.
The stability reflected the fact that additions to intangible assets were more or less in line with amortization charges for the year,
particularly for software.

5.1.4 c)Property, plant and equipment

Property, plant and equipment stood at €12,260 million at
December 31, 2023, up €278 million before translation
adjustments. The carefully managed increase reflected theGroup’s commitment to pursuing the steady upturn in capital
expenditure underway since 2022, following the period of slower
growth caused by the Covid-19 crisis.

Additions to property, plant and equipment amounted to€2,004 million for the year, compared with €1,919 million in
2022. Three quarters of total outlays were committed to
production equipment and facilities.
In addition, the acquisition of Flex Composite Group andcompletion of the purchase price allocation for RLU led to anincrease in the property, plant and equipment base.

(1) See notes 4.1.1 and 4.1.2 to the consolidated financial statements.

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5.1.4 d)Right-of-use assets

Right-of-use assets, which are recognized separately fromproperty, plant and equipment, came to €1,082 million at
December 31, 2023, up €95 million year-on-year before

5.1.4 e)Non-current financial assets and other non-current assets

Non-current financial assets and other non-current assets
stood at €1,605 million at year-end, a €459 million increase(before translation adjustments) that was largely attributable tothe net increase in loans due to mainly two factors:● a €254 million loan contracted to fund pension obligations in
the United Kingdom;

5.1.4 f)translation adjustments. New leases on land and buildings
exceeded depreciation on prior-year leases.

● the recognition of a $200 million receivable corresponding toan installment of the special $375 million dividend paid by theNorth American dealership joint venture TBC to eachco‑shareholder. Conversely, a long-standing $100 million loan
granted in 2018 when the joint venture was set up was repaid
during the year.

Investments in equity-accounted companies

Excluding translation adjustments, investments in equity-accounted companies declined by €202 million over the year to€871 million. The decrease stemmed mainly from dividend payments, particularly those by the TBC joint venture mentioned above.

5.1.4 g)Deferred tax

At December 31, 2023, the Group held a net deferred tax assetof €435 million, representing a year-on-year increase of€347 million before translation adjustments. The increase was

5.1.4 h)led by the recognition of tax loss carryforwards and the rise inemployee benefit obligations following a reduction in the
discount rates.

Trade working capital(in € millions)

December 31, 2023 December 31, 2022

Change2023 (as a % ofsales)

2022 (as a % ofsales)

Inventories

5,447

6,318

-871

19.2%

22.1%

Trade receivables

3,850

4,205

-355

13.6%

14.7%

Trade payables(3,075)(3,416)+341-10.8%-11.9%

Trade payables under reverse factoring
agreements

(530)

(595)

+65

-1.9%

-2.1%

TRADE WORKING CAPITAL

5,692

6,512

-820

20.1%

22.8%

5

Trade working capital requirement declined by €820 million over the year, primarily due to the reduced level of inventories.

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Representing 19.2% of sales at end-2023, inventories fell by€871 million year-on-year to come in at €5,447 million. The
decrease was mainly attributable to:● a €154 million favorable currency effect;● efficient inventory management, which reduced volumes fromend-2022 levels, particularly for raw materials andsemi‑finished products;● lower average raw material costs in 2023, which fed through toa favorable price effect across every inventory class.
Trade receivables stood at €3,850 million or 13.6% of sales, ayear-on-year decrease of €355 million, of which around a third, or

5.1.4 i)

€110 million, resulted from translation adjustments. The decline
was primarily due to the decrease in volumes sold over theyear and, to a lesser extent, the disposal of certain receivables
following the introduction of off-balance sheet factoring
programs.
Trade payables, including those covered by reverse factoring
contracts, declined by €406 million year-on-year to€3,605 million, representing 12.7% of sales. The decrease wasdriven by reduction in purchased inputs, both by volume (due todecline in output) and by value (due to lower raw materials costs).

Cash and cash equivalents

Cash and cash equivalents were relatively stable at€2,515 million, down a slight €69 million year-on-year (excludingtranslation adjustments) as a result of the following main factors:●● increases from:●the exceptionally favorable €2,343 million in free cash flow,●€28 million in various favorable items;●● decreases from:

5.1.4 j)the payment of €896 million in dividends and other
distributions.

Total equity

Including the €316 million unfavorable change in translation
adjustments, total equity rose by €842 million over the year torepresent €17,958 million at December 31, 2023.

● the €896 million impact from dividends and other payments;

The €1,158 million increase excluding translation adjustments
was primarily due to the following factors:

As a result, at December 31, 2023, the share capital ofCompagnie Générale des Établissements Michelin stood at€357,479,113, comprising 714,958,226 shares outstanding
corresponding to 990,275,053 voting rights.

● the €2,024 million increase in comprehensive income for theyear, including:
●
●

●

●

●

_344

a €1,455 million reduction in debt, stemming mainly fromthe redemption of a non-dilutive convertible bond issue inNovember 2023 for €553 million, the decline in commercial
paper drawdowns for €355 million, and the repayment ofbank loans in Thailand, Indonesia and other countries, for€211 million,● the €30 million favorable impact from service costs on
performance share plans.

€1,983 million in net income,the €50 million unfavorable impact from post-employment
benefit obligations,an €18 million favorable tax impact relating to thoseobligations,a €57 million increase from the reversal of translation
adjustments on company disposals, mainly in Russia,€16 million in other favorable items;

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5.1.4 k)Net debt

Net debt stood at €3,281 million at December 31, 2023, down
€1,039 million from December 31, 2022, mainly as a result of thefollowing factors:● the absence of any share buybacks and employee shareownership plans, compared with a €196 million impact in2022;● the positive €2,343 million in free cash flow;● a €363 million increase from the recognition of newleases;● €896 million in distributions, of which €893 million in
dividends;● a €23 million increase arising on changes in the scope of
consolidation;● a €25 million increase from translation adjustments.

CHANGES IN NET DEBT
(in € millions)

December 31, 2023

December 31, 2022

At January 1

4,320

2,789

Free cash flow(1) before M&A and financing of joint ventures and associates-2,804+67

Investments in new ventures

+666

+76

Net financing of joint ventures and associates

-205

+37

Free cash flow(1)-2,343+180

Distributions and other

+896

+809

0

+120

Share buybacks
Employee share issue – Bib’Action

0+76

New leases

+363

+198

Changes in scope of consolidation

+23

+193

Translation adjustments

+25

+77

-3

-122

AT DECEMBER 31+3,281+4,320

CHANGE

-1,039+1,531Other

5(1) See definition in section 1.5.3.

Gearing
Gearing declined to 18.3% at December 31, 2023 from 25.2% at end-2022, primarily due to the year-on-year reduction in net debt withthe sharp improvement in free cash flow, even as equity rose more slowly over the period.

Credit ratings
The solicited corporate credit ratings of Compagnie Générale des Établissements Michelin (CGEM), Compagnie Financière Michelin SA
and CFM Suisse SA are as follows:

Short termLong term

Outlook

CGEM

Compagnie Financière Michelin SA

CFM SuisseStandard & Poor's

A-2

A-2

A-2

Fitch Ratings

F2

F2

F2

Standard & Poor's

A-

A-

A-

Fitch Ratings

A-

A-

A-

Standard & Poor's

StableStableStableFitch Ratings

StableStableStableMoody’s, whose rating has not been solicited since July 1, 2020, nevertheless affirmed CGEM’s “A3” long-term credit rating and “stable”
outlook on January 17, 2024.

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5.1.4 l)Provisions

Provisions and other non-current liabilities rose by€165 million over the year as reported, to €860 million from€695 million at December 31, 2022. Excluding the negative€8 million in translation adjustments, the €173 million increase
was attributable to the recognition in 2023 of new provisions forthe restructuring programs announced late in the year, whichmainly concerned the United States and Germany. At the sametime, payments out of restructuring provisions set aside in prioryears, in particular for the French simplification andcompetitiveness plan, were lower than the new provisions written
in 2023.

5.1.4 m) Employee benefit obligations
CHANGE IN THE FAIR VALUE OF THE NET DEFINED BENEFIT OBLIGATION
Pension plans Other plans(in € millions)

At January 1

2023

2022

1,005

1,325

2,330

3,030

Contributions paid to the funds

(11)

-

(11)

(19)

Benefits paid directly to the beneficiaries

(39)

(57)

(96)

(102)

-

3

3

2

18

52

70

107

-

1

1

(8)

Effect of plan amendments, curtailments or settlements

(13)

12

(1)

(116)

Other items

18

-

18

9

37

58

95

39

Translation adjustments

(15)

(23)

(38)

60

Actuarial (gains) or losses

20

38

58

(655)

Other movements
ITEMS RECOGNIZED IN OPERATING INCOME
Current service cost
Actuarial (gains) or losses recognized on other long-term benefit plans

ITEMS RECOGNIZED OUTSIDE OPERATING INCOME
Net interest on employee benefit obligations
ITEMS RECOGNIZED IN OTHER COMPREHENSIVE INCOME

Unrecognized assets due to the effect of the asset ceiling
AT DECEMBER 31

The net defined benefit obligation recognized at December 31,
2023 stood at €2,421 million, a year-on-year increase of€91 million as reported and of €129 million excluding translation
adjustments.
The increase reflected the following main factors:€11 million in contributions paid to fund management
institutions (2022: €19 million),●€96 million in benefits paid directly to employees (2022:€102 million);● a €70 million expense recognized in operating income in 2023
(2022: €107 million), which resulted from the cost of defined
benefit plans;

(8)

(17)

2,421

2,330

● the €58 million in actuarial losses recorded in 2023
(2022: actuarial gains of €655 million), which corresponded to:
●

●

(1)
1,408

● the €95 million in net interest expense on the net defined
benefit obligation, recognized outside of operating income(2022: €39 million);● the total €107 million in contributions and benefits paidin 2023 (2022: €121 million), of which:
●

(7)
1,013

€93 million in actuarial losses on defined benefit obligations,
resulting mainly from decreases in discount rates,€35 million in actuarial gains on plan assets, due to the factthat the actual rate of return on plan assets was higher thanthe discount rate.

In addition, contributions paid by the Group to defined
contribution plans amounted to €256 million in 2023, up€3 million on 2022.

● a €1 million gain recognized in operating income(2022: €116 million, of which €118 million stemming from the
French simplification and competitiveness plan announced on
January 6, 2021);_346

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5.1.5 Consolidated cash flow statement review
5.1.5 a)Cash flows from operating activities(in € millions)

2023

2022

ChangeSegment EBITDA

5,489

5,262

+227

Change in net inventories

775-1,055+1,830Change in net trade receivables

254

-746

+1,000Change in net trade payables

-276

+9

-285

Restructuring cash costs

-188

-181

-7

Other changes in provisions

-30

-53

+23

Interest and other financial income and expenses received and paid, net

-193

-323

+130

Income tax paid

-776

-697

-79

Other

+232

-285

+517

NET CASH FROM OPERATING ACTIVITIES

5,287

1,931

+3,356

At €5,489 million, or 19.4% of sales, segment EBITDA was up€227 million compared with 2022 (18.4% of sales), lifted by the€176 million increase in segment operating income over the year.

● a €517 million increase from the change in other receivables
and payables;

Cash flows from operating activities rose by a very robust€3,356 million over the year, to €5,287 million with, in addition to
the increase in EBITDA:● a €79 million decrease from the increase in income tax paid;● a highly positive impact from the €2,545 million improvementin trade working capital, led by the reduction in both net
inventories (due to their disciplined management and decline
in value) and trade receivables (primarily due to the fall-off involumes sold at year-end);

5.1.5 b)● a €130 million increase from the reduction in net interest paid;● an aggregate €16 million increase from other factors.
Restructuring-related outlays rose by just €7 million over the year.

5

Capital expenditure(in € millions)

2023

2022

2023/2022

2023 (as a % ofsales)

2022 (as a % ofsales)

Additions to intangible assets and PP&E

7.9%

7.5%

2,236

2,141

+95

Investment grants received and change in capital
expenditure payables

32

(100)

+132

0.1%

(0.3)%

Proceeds from sales of intangible assets and PP&E

(47)

(33)

-14

(0.2)%(0.1)%NET ADDITIONS TO INTANGIBLE ASSETSAND PROPERTY, PLANT AND EQUIPMENT

2,221

2,008

+213

7.8%

7.0%

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Additions to intangible assets and property, plant andequipment amounted to €2,236 million in 2023, compared with
€2,141 million in 2022.
Capital expenditure committed during the year rose somewhat
versus 2022 and returned to suitable levels after several years
shaped by the Covid-19 crisis and its impact on the global
economy.
By Business Line, the main capital projects completed during theyear or still underway as part of competitiveness, product line
renewal and growth investment programs are as follows:

CAPITAL EXPENDITURE(in € billions)

2.1
1.7

1.8

1.7
7.9%

1.2
7.6%

7.5%

7.5%

Automotive tires:

2.2

7.1%
6.0%

● in Mexico, North America and China;
Road transportation tires:● in Romania and North America;

2018

Specialty products:

In € billions● Mining tires;● Beyond-road tires, with a focus on tread production in
North America.
All these capital projects were supported by the commitments
presented below.

5.1.5 c)

2020

2021

2022

2023

As % of sales“Investment grants received and change in capital expenditure
payables” corresponds mainly to changes in capital expenditure
payables.

Free cash flow

Free cash flow, which is stated before dividend payments andfinancing transactions, corresponds to net cash from operating
activities less net cash used in investing activities, adjusted for net

cash flows relating to cash management financial assets andborrowing collaterals.

(in € millions)

2023

2022

ChangeNet cash from operating activities

5,287

1,931

+3,356

Routine capital expenditure (maintenance, IT, dealerships, etc.)

(933)

(744)

-189

(1,108)(1,202)+94

Investments in new ventures

(195)

(194)

-1

Other

(42)

105

-147

3,009

(104)

+3,113Competitiveness and growth investments

FREE CASH FLOW BEFORE ACQUISITIONS
Acquisitions

(666)

(76)

-590

FREE CASH FLOW AFTER ACQUISITIONS

2,343

(180)

+2,523

Free cash flow before acquisitions ended 2023 at a positive€3,009 million, compared to a negative €104 million a year earlier.
This was after €2,236 million in capital expenditure andinvestments, of which €1,108 million was earmarked forcompetitiveness and growth projects.

_348

2019

Free cash flow after acquisitions stood at a positive€2,343 million. The net €666 million in net acquisition outlays
primarily corresponded to the acquisition of Flex Composite
Group in September 2023 and the sale of a partial stake in
Symbio in July.

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5.1.6 Return on capital employed (ROCE)
The return on capital employed by the Group is measured by
dividing net operating profit after tax (NOPAT) by the average
economic assets employed during the year.
In calculating NOPAT, amortization of acquired intangible assets
and the Group's share of profit/(loss) from equity-accounted
companies are added to segment operating income.
For 2023, the theoretical tax liability was calculated at the same
25% standard rate as in prior years, which corresponds to theGroup’s normal average effective tax rate.
Non-euro currencies are translated at year-end rates for balance
sheet items and average rates for income statement items.

Based on a theoretical balance between equity and debt,
depending on the financed assets, the Group's weighted average
cost of capital (WACC) was estimated at 9%, which is in line withexternal benchmarks. The rates used are determined (i) for
equity capital, based on the yield on Michelin shares expected by
the stock markets; and (ii) for debt capital, on the market risk-freerate plus the risk premium applied to Michelin by the markets, asadjusted for the tax effect.
ROCE rose to 11.4% in 2023, a 0.6-point year-on-year gain led by
growth in segment operating income and the share of profit fromequity-accounted companies, which was improved in particularby active asset portfolio management during the year.

If ROCE is greater than the weighted average cost of capital(WACC) for the year, then the Group has created value during theperiod.
(in € millions)

2023

2022

Segment operating income restated for ROCE calculation

3,608

3,258

Average standard income tax rate used for ROCE calculation

25%

25%

Segment operating income after tax (NOPAT)

2,706

2,444

Economic assets at December 31

23,58524,087

Average economic assets

23,836

22,621

Consolidated ROCE

11.4%

10.8%

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5.1.7 Trend information
OutlookIn 2024, tire markets are expected to remain stable overall
compared with 2023 in each of the three reporting segments(Automotive, Road Transportation and Specialties).
In this market environment, the Group expects volumes sold to
end the year between -2% and 0% compared to 2023.

Based on this scenario, Michelin's objectives are to deliver fullyear segment operating income in excess of €3.5 billion atconstant exchange rates and a reported Free cash flow before
acquisitions of more than €1.5 billion.
This outlook has been established and prepared on a basis
comparable to historical financial information and in accordancewith the accounting methods described following this chapter.

Recent events
Michelin is one of the European tire manufacturers under investigation by the European Commission. The Group reaffirms that it
scrupulously complies with antitrust legislation in every host country. As a result, it categorically denies the existence of any
anticompetitive practices, as alleged by the European Commission in its January 30, 2024 press release, much less any pricecoordination.
No impact has been recognized in the 2023 financial statements.

5.1.8 Highlights
January 5-8, 2023 [High-Tech Materials] – Symbio, the Group’shydrogen joint-venture with Faurecia, unveils its next-generationfuel cell technology at the 2023 Las Vegas Consumer Electronics
Show. The new cells are designed to meet the needs of a fullrange of carbon-free mobility applications, thereby providing aneffective response to today’s most pressing environmental
challenges.
January 10, 2023 [Tires] – MICHELIN UPTIS, the prototype
airless, puncture-proof tire, will be fitted on nearly 50 DHL
delivery vehicles in Singapore by end-2023. Based on internal
research, Michelin projects that UPTIS airless technology could
prevent the premature scrapping of up to 200 million tires a year
worldwide. This major breakthrough demonstrates Michelin’s
ability to innovate in support of mobility that is safer and betterfor the environment.
February 2, 2023 [High-Tech Materials] – CDI Energy Products,
which is part of the High-Tech Materials Division and an industry
leader in the custom manufacturing of high-performancepolymer products, announced the acquisition of EGC Enterprises,
Inc. a leading manufacturer of graphite-based sealing products
located in Ohio and North Carolina. The acquisition reflects theassertive deployment of the Group’s growth strategy in high-techmaterials.
February 15, 2023 [Tires] – Michelin launches MICHELINEVOBIB, the first tractor tire designed specifically for use withcentral tire inflation systems (CTIS), whose variable tread pattern_350

delivers excellent performance on the road and in the field. With
its promise of longer tread life, better soil protection and greater
fuel savings, MICHELIN EVOBIB is a further illustration of theGroup’s capacity for innovation and its commitment to theenvironment.
February 22, 2023 [People and Planet] – Michelin formalizes its
commitment to small-scale natural rubber estate owners in
Sri Lanka as part of the River Project, a three-year public-private
project co-funded with the French Ministry of the Economy and
Finance. Designed to improve the skills of 6,000 growers with aninnovative training model, the project is expected to have apositive impact on approximately 30,000 people.
March 1, 2023 [Tires] – The Group launches its new MICHELIN
Power Adventure gravel tire, whose hybrid tread design isengineered for cyclists who spend 80% of their time on roads
and 20% on trails. The MICHELIN Power Adventure offers
superior durability thanks to an additional protective layer
surrounding the entire casing, based on the innovative“BEAD 2 BEAD” technology.
March 6, 2023 [Lifestyle] – MICHELIN Guide 2023 – At an eventin Strasbourg, France, Michelin announces the selection ofrestaurants curated for the MICHELIN Guide France 2023.
Awarded for the fourth year in a row, the MICHELIN Green Star
promotes the efforts of inspiring, pioneering restaurants that are
fully invested in sustainable gastronomy. The award is also fullyaligned with the Group’s “All Sustainable” vision.

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March 13, 2023 [Group] – At the “Michelin in Motion 2030 –Strategy Progress Update” Capital Markets Day, Michelin’s top
management reaffirmed the validity of the Group’s strategic focus
on creating more value and strengthening its resilience by driving
growth in tires, fleet services and solutions, and high-techmaterials. The Managers again noted that the target of a morethan 10.5% return on capital employed includes the impact of
future acquisitions.
March 14, 2023 [Group] – Michelin announces a C$300 million(around €200 million) investment in its plants in Nova Scotia,
Canada, to accelerate sustainable mobility and improve its
environmental footprint.
March 15, 2023 [Planet] – For the third year in a row, Michelin
has been recognized by international non-profit CDP as a“Supplier Engagement Leader” for the initiatives undertaken with
its suppliers and partners to address global warming across its
supply chain.
March 22, 2023 [Tires] – Michelin wins two awards at the Tire
Technology Expo 2023, confirming the Group’s leadership ininnovation. They are the prestigious Tire Manufacturer of theYear award, won for the sixth time, and the Environmental
Achievement of the Year award, recognizing the Group’s first tworoad-approved tires made from 45% and 58% sustainable
materials, respectively, one for cars and the other for buses.
March 28, 2023 [People and Planet] – With a score exceeding
80%, Michelin leads the list of tire companies assessed by ZSLSPOTT, an ESG rating platform focused on soft commodities. The
ranking demonstrates the Group’s commitment to ESG
transparency and its efforts to improve the sustainability of theentire natural rubber value chain.
March 29, 2023 [Planet] – With Michelin’s support, Scandinavian
Enviro Systems and Antin Infrastructure Partners form a joint
venture to create the world’s first large-scale tire recycling group.
Michelin is planning to partner in the JV as the plants are built in
the future. This is a further demonstration of Michelin’s ability to
reduce the overall environmental impact of its tires throughinnovative partnerships.
March 31, 2023 [People] – In Canada, Michelin’s Pictou County
plant is named Excellence Awardee in the Manufacturingcategory at Canada's Safest Employers Awards 2022. This marks
the sixth year that the Pictou County facility has received theaward, which honors manufacturers with outstanding health andsafety records.
April 7, 2023 [Group] – The Group files its 2022 Universal
Registration Document with the AMF, supplementing the
publication on April 11 with a web-based Excel file presenting
data for all of its ESG indicators.
April 13, 2023 [Group] – At its International Media Day event,
held at its plant in Cuneo, Italy, Michelin presents twotransformations with strategic implications for the Group: theongoing changes in tire markets and the transformation of its

production facilities. During the event, Michelin reaffirmed its
commitment to environmental stewardship, and particularly its
target of using 100% sustainable materials in its tires by 2050.
First-quarter 2023 [High-Tech Materials] – Michelin’s Wisamo
inflatable wing sail system is installed on the Compagnie Maritime
Nantaise’s MN Pelican ro-ro container ship. The vessel is testing
the inflatable system’s endurance and use on its weekly rotations
between Bilbao, Spain and Poole, UK. Feedback generated bythese tests will support the giant wing sail’s ongoingdevelopment.
First-quarter 2023 [People] – Now being deployed across theorganization, the Michelin One Care program incarnates theGroup's dedication to supporting all its employees around theworld at important moments in their lives with a package offundamental benefits. In Sri Lanka, where there is no public social
safety net, Michelin has been one of the country’s firstcompanies to introduce such a system for its employees.
First-quarter 2023 [Tires] – Mercedes-AMG has launched its first
fully electric SUV, the Mercedes AMG EQE, fitted with Michelin
tires as original equipment. As noted in the Mercedes-AMG press
release, “Among other suppliers, the MICHELIN Pilot SportEV MO1 tire specifically designed for electric-drive performancevehicles is worth mentioning. Available in 21- or 22-inch sizes, itfeatures low rolling resistance and superior grip on wet and dryroads.”First-quarter 2023 [Tires] – Ferrari has introduced the Ferrari
Purosangue SUV, its first four-door, four-seater model. Naturally,
the prancing horse brand chose Michelin for both the original
equipment tires and the model-approved winter tires.

5

April 27, 2023 [Group] – Michelin launches the Michelin 3xplorer
Club, an NFT collection depicting the Michelin Man in
5,000 unique versions. The initiative, which reflects the excellence
and innovation associated with the Michelin brand, further
illustrates the Group’s commitment to offering its customers
exclusive new non-tire related experiences.
May 12, 2023 [Group] – Nearly 950 people attend the Annual
Meeting of Michelin shareholders, held in Clermont-Ferrand,
France under the chairmanship of Florent Menegaux, Managing
Chairman.
May 16, 2023 [High-Tech Materials] – Stellantis acquires anequal stake with Faurecia and Michelin in Symbio, a leader inzero-emission hydrogen mobility. The binding agreement will give
each partner a 33.3% interest.
May 17, 2023 [Tires] – Michelin announces the acquisition of
UK based Canopy Simulation, strengthening its position as atechnological leader and data-driven company. Michelin enjoys
unique mathematical data processing expertise. By accelerating
innovation, simulation optimizes Michelin's work with its partners
and vehicle manufacturers, while reducing its Research andDevelopment environmental footprint and providing savings
compared with more traditional development cycles.

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May 22, 2023 [Group] – Michelin announces plans to invest$100 million in its agricultural rubber track plant in Junction City,
Kansas, United States. Designed to increase output to serve theoriginal equipment and aftermarkets, the project will also create
around 200 new jobs.
May 23, 2023 [Tires] – TBC Corporation, the North American tire
distribution joint venture between Michelin and Sumitomo
Corporation, divests its retail portfolio and refocuses on its
wholesale, distribution and franchise business operations.
May 24, 2023 [Group] – As part of the United Nations Decade of
Action for Road Safety, Michelin works with the International Road
Federation (IRF) and the World Bank’s Sustainable Mobility for All(SuM4All) initiative to issue the “Enhancing Policy and Action for
Safe Mobility” report, which provides thought leadership, policy
guidelines and best practices to assist countries in implementinga systemic, integrated approach to road safety.
May 26, 2023 [Group] – After suspending its industrial activities
in Russia on March 15, 2022, Michelin sells its Russian assets toPower International Tires LLC, one of the country’s leading tire
distributors.
June 2023 [Group] – Michelin unveils the first-ever selection ofrestaurants curated for the cities of Hangzhou, China and of
Hanoi and Ho Chi Minh City, Vietnam.
June 1, 2023 [Group] – Michelin announces the launch of the
Collaborative Innovation Hub (PIC) in Clermont-Ferrand, France.
Designed as an innovation accelerator, the new governmentsupported facility is part of the Parc Cataroux program, whichattests to Michelin’s deep attachment to its home region and its
commitment to making a positive contribution to the local
community and society as a whole.
June 2, 2023 [Tires] – 2023 Le Mans 24 Hours – As it celebrates
the centennial of the world’s most prestigious endurance race,
Michelin reasserts motorsport’s key role as an accelerator ofsustainable innovation. In response to today’s overriding
environmental challenges, the nature of auto racing is changing
and the Group’s involvement is about much more than justcollecting trophies. With the unveiling of a tire containing 63%
sustainable materials, Michelin has once again demonstrated its
ability to deliver disruptive new technologies, in line with its goal of
making tires 100% sustainable by 2050.
June 12, 2023 [Group] – Michelin’s Troyes plant celebrates
60 years of agricultural tire excellence. The facility, which accounts
for 40% of Michelin’s worldwide agricultural tire production
capacity, has 760 employees and exports most of its output toEurope and North America. Its customers include such leading
manufacturers as Case New Holland, AGCO, John Deere and
CLAAS.
June 16, 2023 [Group] – The Michelin Group acquires all
outstanding shares in Rugby Club ASM Clermont Auvergne, withthe aim of strengthening the organization and supporting its
transformation.

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June 19, 2023 [High-Tech Materials] – Michelin agrees toacquire 100% of Flex Composite Group (FCG) from IDI for an
enterprise value of €700 million, thereby creating a leader inhigh‑tech engineered fabrics and films.
June 21, 2023 [Tires] – At the Paris Air Show, the Group launches
the MICHELIN Air X Sky Light tire, engineered in response to theairline industry’s decarbonization objectives. It offers a further
illustration of the Group’s ability to develop breakthroughtechnologies to fulfill its sustainable growth ambitions.
June 21, 2023 [Tires and Connected Mobility Solutions] –At the Paris Air Show, the Group announces that Brazilian airline
Azul has chosen the PresSense connected tire and its pressure
measurement system to equip its fleet of nearly 110 Airbus andEmbraer aircraft. The result of a partnership between SafranLanding Systems, the world leader in landing systems, andMichelin, the world leader in mobility solutions, PresSense isintended to simplify airline maintenance operations.
June 22, 2023 [Group] – As it celebrates its twentiethanniversary, the Global Compact France Network elects Florent
Menegaux as President for a three-year term of office. The
national branch of the UN Global Compact is dedicated toundertaking actionable initiatives based on ten universal
principles related to human rights, international labor standards,
the environment and the fight against corruption. It seeks toengage its members in helping to meet the UN’s sustainable
development goals.
June 27, 2023 [Tires] – The French Post Office chooses the
prototype MICHELIN UPTIS puncture-proof airless tire to equip
40 delivery vans by the end of 2024. The MICHELIN UPTIS is the
only airless tire in the world currently in use on open roads inreal-life conditions. The innovation demonstrates both Michelin’s
expertise in high-tech materials and its ability to meet the huge
self-imposed challenge of making all its tires 100% sustainable by
2050.
June 29, 2023 [Group] – Michelin, Banque des territoires and
SEM Oryon have created SAS Atinéa, which will manage the endto-end redevelopment of the Michelin plant in La Roche-sur-Yon,transforming the site into a center of excellence dedicated torenewable energies and sustainable mobility.
July 26, 2023 [Group] – Michelin delivered sales growth of 5.9%
and increased segment operating income by 11.4% in the firsthalf of 2023, in adverse markets. Free cash flow before M&A
reached €922 million. Guidance has been revised upwards.
July 28, 2023 [High-Tech Materials] – Michelin confirms the saleto Stellantis of part of its shareholding in Symbio, its hydrogenjoint-venture with Forvia. Stellantis now owns an equal 33.33% of
the venture, a leading fuel cell mobility enabler, on a par withMichelin and Forvia. The new ownership structure will enable
Symbio to step up its expansion in Europe and the United States.

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September 13, 2023 [Lifestyle] – Colorado joins the MICHELIN
Guides family with 44 restaurants, including five starredestablishments. The latest selection illustrates the Group’scommitment to expanding the MICHELIN Guide internationally.
September 19, 2023 [Group] – Michelin is partnering with thebiggest eSports event ever organized in France, theKCorp Xperience: KCX3–Karmine Corp vs. The World. In this way,
the Group is reaffirming its commitment to raising its profile andenhancing its image across a broad audience. Its engagementwith the gaming community is consistent with its capabilities insimulation, virtual design and other core competencies.
September 23, 2023 [High-Tech Materials] – Michelin
announces a new phase in the development of its innovative
WISAMO wind propulsion solution, which will help to decarbonize
maritime shipping. The 100 sq.m inflatable wing-sail is being
tested in real-world conditions on the ro-ro vessel Pelican,
operated by Brittany Ferries (Compagnie Maritime Nantaise) on
the Poole, UK – Bilbao, Spain route. Feedback from this latest
phase will support the design of an 800 sq.m wing that will be
brought to market in 2026.
September 26, 2023 [Group] – For the ninth year in a row(except for second-quarter 2022), Michelin once again retains its
first place in the Posternak Ifop Barometer, a survey that tracks
the image of leading French corporations.
September 27, 2023 [High-Tech Materials] – Michelin
completes the acquisition of Flex Composite Group, creating aleader in high-tech engineered fabrics and films. In line with theMichelin in Motion 2030 strategy, the acquisition marks asignificant step forward in the development of the Group’s
polymer composites activities. It will increase sales of the Group’s
High-Tech Materials business by around 20%.
September 29, 2023 [People] – The Group has issued its new
Health and Safety Declaration, reaffirming that respect for people
has always been one of its fundamental values. With the new
Declaration, applicable in every host country, the Group isexpressing a commitment, defining a framework and deploying
resources to enable everyone to safeguard and manage theirhealth and safety over time, both in the workplace and in theirpersonal lives.
September 30, 2023 [Tires] – The Michelin UPTIS wins theEngineering Award at EQUIP AUTO’s International Awards for
Automotive Innovation. Presented by a panel of international
journalists and experts, the Award recognizes Michelin’s
technological leadership, as the only tiremaker in the world tooperate an airless tire in real-life conditions.
October 4, 2023 [High-Tech Materials] – Michelin and its
AirCaptif subsidiary launch the MICHELIN Inflatable Lab, an
inflatable clean room structure that provides a secureenvironment where medical or protective operations may be
performed while controlling the purity of the air within. Throughthe MICHELIN Inflatable Lab, Michelin is reaffirming its
commitment to expanding its activities in the field of inflatable
solutions and demonstrating its expertise in high-tech materials.

October 5, 2023 [Lifestyle] – The MICHELIN Guide has createdthe MICHELIN Key, a special distinction celebrating the hotels
offering the most remarkable guest experiences in the world. The
MICHELIN Guide selection teams will unveil the first MICHELIN
Key awards in the first half of 2024.
October 5, 2023 [High-Tech Materials] – In a world first in
Toulouse, France, Michelin has tested an innovative inflatable
shade sail system designed to cool urban heat islands whose
configuration hinders the planting of trees and other vegetation.
The prototype offers another compelling illustration of Michelin’s
expertise in high-tech materials.
October 12, 2023 [Group] – Sumitomo Rubber joins the
RubberWay initiative alongside Michelin, Continental, Goodyear
and Pirelli. Developed in 2017 by Michelin and software company
Smag, the app helps to map social and environmental risks
across the natural rubber procurement chain to drive faster,
wider take-up of sustainable practices.
October 15, 2023 [Tires] – The Indonesian Moto Grand Prix
witnessed a historic moment as Michelin celebrated both its 500th
victory in the Queen class (500cc/MotoGP™) and its 50 years ofinnovation since its first win in 1973. Today, Michelin’s
commitment to motorsports is a powerful accelerator ofsustainable innovation. This is particularly the case for MotoE™, afully electric motorcycle championship held as part of MotoGP™,
for which Michelin has developed rear tires containing 52%
biosourced, renewable, recycled or otherwise sustainable
materials.
October 23, 2023 [Planet] – The Gravanches production facility
in Clermont-Ferrand has reduced its water withdrawals by 60%,
or 10,000 cu.m of water a year, by installing a process supporting
closed-loop water systems. The initiative has made the facility theGroup’s most water-efficient new tire production plant, whiledriving progress towards the target of reducing water use acrossthe Group’s production base by 33% in 2030 compared with
2019.

5

October 24, 2023 [Group] – Michelin reports a 2% increase insales to €21.2 billion in the first nine months of the year, despite
soft volumes and a forex headwind, supported by mix
enhancement, the non-tire businesses and brand leadership.
October 26, 2023 [Group] – Michelin announces plans to wind
down the tire production operations of its Ardmore production
facility, in response to the shifting North American market.
Around 1,400 people will be impacted by the wind-down, whichshould be completed by the end of 2025.
October 2023 [Lifestyle] – The MICHELIN Guide extends its
international coverage by adding three new destinations, Atlanta
in the United States, and Buenos Aires and Mendoza inArgentina. The latter are the first two Hispanic South American
destinations to join the world leader in gourmet dining guides.

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November 9, 2023 [Planet] – Michelin and Bridgestone havepublished a white paper to share the results of their joint initiative
to increase the reuse in new tires of carbon black recoveredfrom end-of-life tires, as part of their journey to material
circularity. The paper follows on from the joint call to action
around recovered carbon black at the 2021 Smithers rCB
conference.
November 9, 2023 [Tires] – Michelin and Lilium have signed anagreement covering the design and serial production of tires for
the Lilium all-electric vertical take-off and landing (eVTOL) jet. The
partnership, which leverages Michelin’s 100 plus years ofexperience working with the aerospace industry, is a perfectillustration of the Group's commitment to supporting thetransformation of aviation to make it more sustainable.
November 16, 2023 [Connected Mobility Solutions] – At the2023 Solutrans trade fair, Michelin presents its range oftransportation-related mobility solutions, while demonstrating its
commitment to enabling carbon-free mobility. The new
MICHELIN Connected Mobility solution brings together all ofMichelin’s unique capabilities to ensure that fleet management
operations are safer, more efficient and more sustainable. As
well, Watèa by Michelin, a mobility operator specialized in theenergy transition of professional fleets, has now integratedhydrogen vehicles into its offering.
November 28, 2023 [Group] – Michelin announces its decision
to restructure operations in Germany, with the gradual shutdownof production operations at its Karlsruhe and Trier plants and of
new tire and semi-finished product manufacturing in Homburg,and the transfer of the Customer Service Center from Karlsruhe
to Poland. A total of 1,532 employees will be impacted by these
operations, which are meant to be completed by the end of2025.
December 5, 2023 [High-Tech Materials] – Symbio, an equally
owned joint venture between Michelin, Forvia and Stellantis,
inaugurates SymphonHy, comprising both the venture’s firstgigafactory and its center of technological and industrial
excellence. Located in Saint-Fons, in the Auvergne-Rhône-Alpes
region in France, SymphonHy will be the largest integrated fuelcell production site in Europe. Symbio has strengthened its
technological and industrial leadership, while reaching a newmilestone on the road to zero-emission mobility.
December 6, 2023 [Planet] – Michelin, the French national
research institute CNRS and the University of Clermont Auvergne
have combined their expertise as part of the new BioDLab joint
research laboratory, dedicated to studying the degradation andbiodegradation of tire wear particles resulting from contact
between road and tire.

January 16, 2024 [Planet] – The Group announces its intention
to apply the recommendations of the Task Force on
Nature‑related Financial Disclosures (TNFD), in alignment with thetargets defined at COP15 in Montreal. The announcement
expands on Michelin’s commitments to biodiversity alreadyexpressed in 2018 through the act4nature international initiative.
January 20-25, 2024 [People] – The Michelin Volunteers
program encourages employees to get involved in local
community engagement initiatives addressing a broad array of
issues, including health, education, emergency relief, safe
mobility, the environment, diversity and inclusion. In 2023, 15.7%of Group employees, or 19,700 people, took part in a volunteer
program, with a target of 20% set for 2030. Their engagement is
helping to support the Group’s deeply held social responsibility
commitment to acting in the common good.
January 19, 2024 [Group] – Michelin, IFPEN and Axens
inaugurate the first industrial-scale demonstrator unit capable ofproducing bio-based butadiene, representing a major milestone
in the creation of a new industry. Built on the Michelin site inBassens, France, the demonstrator is part of the BioButterfly
project, which aims to develop and bring to market butadieneusing ethanol derived from plant biomass to replace butadiene
made from petrochemical feedstocks.
Fourth-quarter 2023 [Planet] – To test the Science-Based
Targets for Nature (SBTN) methodology, which enables
companies to identify biodiversity issues and prioritize theirinitiatives, Michelin joined the Natural Capital Lab initiative
founded by WWF France and the Environmental Accounting
Chair at AgroParisTech in 2020. In 2024, three Group facilities will
pilot the methodology in assessing their water use.
Fourth-quarter 2023 [People] – Through the Michelin One Care
program being gradually rolled out worldwide through 2025, theGroup is committed to offering social protection benefits to every
employee at important moments in their lives. In 2023, forexample, paternity leave was extended, death coverage was
improved and healthcare support was broadened in a number ofcountries. In all, 92% of Group employees benefit fromhealthcare insurance in compliance with defined standards.
Fourth-quarter 2023 [People] – In 2023, Michelin stepped up
deployment of its Diversity and Inclusion process, significantly
improving the percentage of women employees and therecognition of all forms of diversity. Michelin measures the
program’s progress using a composite indicator tracking five
metrics: gender diversity, identity, multi-national management,
disability and equal opportunity in promotions. In 2023 theindicator improved by two points from the prior year, and now
stands at 72, with a target of 80 in 2030.

December 22, 2023 [Group] – Michelin marks its e-commerce
presence in Australia and Asia Pacific with the acquisition of
Tyroola, Australia’s third largest online player for tires and fitting
services. The acquisition will enable the Group to offer customers
the best possible experience, from online information seeking totire fitting.

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5.1.9 Material contracts
There are no material contracts other than those conducted in the ordinary course of the business.

5.1.10 Information concerning payment terms
Article D. 441-I-2°: invoices issued and past due at December 31, 2023
Trade receivables

0 day 1 to 30 days

31 to
60 days

61 to
90 daysMore than
90 days

Total(A) Breakdown of past due payments:
Number of invoices
Total amount of invoices (including tax)
Percentage of total sales for the period (including tax)

2

7

11

20

188

-923

11,094

10,3600.01 %-0.05 %

0.60 %

0.56 %(B) Invoices excluded from (A) relating to disputedor unrecognized payables and receivables-

Number of invoices excluded-

Total amount of invoices excluded-(C) Reference payment terms used (contractualor statutory pursuant to Article L. 441-6 or L. 443-1of the French Commercial Code)Reference payment terms used to calculate past
due payments

30
Contractual terms agreed at initial recognition of the trade receivable30

Article D. 441-I-1°: invoices received and past due at December 31, 2023
0 day 1 to 30 days

31 to
60 days

61 to
90 daysMore than
90 days

Total

29

73

5

36

143

Total amount of invoices (including tax)

-1,68182

5-4,453-6,047

Percentage of total purchases for the period (includingtax)-0.10 %

0.00 %

0.00 %-0.26 %

-0.35 %

Trade payables(A) Breakdown of past due payments:
Number of invoices

5(B) Invoices excluded from (A) relating to disputedor unrecognized payables and receivables
Number of invoices excluded-

TOTAL AMOUNT OF INVOICES EXCLUDED(INCLUDING TAX)-

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FINANCIAL PERFORMANCE
Report of the Managers

5.1.11 Significant change in financial or trading position
There were no significant changes in the Company’s financial or trading position between February 16, 2024 (date of the Statutory
Auditor’s report) and the date on which this Universal Registration Document was filed with the Autorité des marchés financiers.

5.1.12 Information disclosed in compliance with Articles
L. 225-102-1 and R. 225-105‑1 of the French Commercial CodeThe 2023 employee, societal and environmental information disclosed in compliance with Article 225-102-1 of the French Commercial
Code, as well as the Statutory Auditors’ report, may be found in section 4, “Non-financial performance”.

5.1.13 Disclosure pursuant to France’s Duty of Care Act
applicable to parent companies and subcontracting
companies
The 2023 Duty of Care plan, which outlines the risks and preventive measures that the Group and its main subcontractors face inrelation to the environment, public health and safety and human rights, pursuant to the French Duty of Care Act (No 2017-399) of March
27, 2017, is presented in section 4 “Non-financial performance”.

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5.1.14 Five-year summary of consolidated key figures and ratios(in € millions)

2023

2022

2021

2020

2019

Sales

28,34328,59023,795

20,46924,135% change-0.9%+20.2%+16.3%-15.2%+9.6%

Total employee benefit costs

7,401

6,950

6,445

5,996

6,365

As a % of sales

26.1%

24.3%

27.1%

29.3%

26.4%
121,300

Number of full-time equivalent employees at period-end

125,000

124,900

118,400

117,500

Research and development expenses

756

698

682

646

687

As a % of sales

2.7%

2.4%

2.9%

3.2%

2.8%

SEGMENT EBITDA(1)

5,489

5,262

4,700

3,631

4,763

Segment operating income

3,572

3,396

2,966

1,878

3,009

Segment operating margin

12.6%

11.9%

12.5%

9.2%

12.5%

Operating income

2,652

3,021

2,777

1,403

2,691

Operating margin

9.4%

10.6%

11.7%

6.9%

11.1%

Cost of net debt

198

239

192

242

330

2

(22)

(4)

(14)

(5)

2,490

2,656

2,471

979

2,236

Other financial income and expenses
Income before taxes

507

647

626

354

506

Effective tax rate

Income tax

20.4%

24.4%

25.3%

36.2%

22.6%

Net income

1,983

2,009

1,845

625

1,730

As a % of sales

7.0%

7.0%

7.8%

3.1%

7.2%

Dividends

893

803

410

357

666

Net cash from operating activities

5,287

1,931

2,906

3,366

3,321

As a % of sales

18.7%

6.8%

12.2%

16.4%

13.8%

Gross purchases of intangible assets and PP&E

2,236

2,141

1,705

1,221

1,801

As a % of sales

7.9%

7.5%

7.2%

6.0%

7.5%

Net debt(2)

3,281

4,320

2,789

3,531

5,184

Total equity

17,958

17,116

14,971

12,631

13,229

Gearing

18.3%

25.2%

18.6%

28.0%

39.2%

Net debt(2)/segment EBITDA(1)

0.60

0.82

0.59

0.97

1.09

Segment operating income/net interest expense(3)

20.8

11.5

13.7

7.9

10.1

Free cash flow(4)

2,343

(180)

1,357

2,004

1,142

ROE(5)

11.3%

12.5%

13.4%

4.8%

13.6%

Operating ROCE(6)

11.4%

10.8%

10.3%

6.0%

10.0%

Net assets per share(7)

25.1

24.0

20.9

17.7

18.5

Basic earnings per share

2.77

2.81

2.58

0.88

2.42

Diluted earnings per share

2.75

2.79

2.56

3.51

9.66

Price-earnings ratio(8)

11.7

9.3

14.0

29.8

11.3

Dividend for the year(9)

1.35

1.25

1.125

0.575

0.50

Payout ratio(10)

49%

44%

44%

65%

21%

Yield(11)

4.2%

4.8%

3.1%

2.2%

1.8%

5

PER-SHARE DATA* (in €)(1) As defined in note 3.7.2 to the consolidated financial statements.
(2) Net debt: financial liabilities less cash and cash equivalents (excluding cash flows from cash management assets and borrowing collaterals) plus/less derivative assets, as
defined in note 26 to the consolidated financial statements.
(3) Net interest expense: interest financing expenses less interest income from cash and equivalents.
(4) Free cash flow: net cash from operating activities less net cash used in investing activities (adjusted for net cash flows relating to cash management financial assets andborrowing collaterals), as defined in section 1.5.3.
(5) ROE: as from 2022, return on equity is defined as net income divided by average equity for the year (calculated as the average of year-end equity and prior year-end equity)
instead of net income divided by equity at December 31. The 2019 to 2021 figures have been restated for comparison purposes.
(6) Operating ROCE: based on the method in use since 2021 as explained in section 1.6. Full-year 2019 and 2020 ROCE has been remeasured using this method.
(7) Net assets per share: net assets divided by the number of shares outstanding at period-end.
(8) Price-earnings ratio: share price at period-end divided by basic earnings per share.
(9) Subject to approval by the Annual Meeting of May 17, 2024.
(10)Payout ratio: dividend divided by net income.
(11)Yield: dividend per share divided by the share price at December 31.
* The 2019 to 2021 per-share data have been restated to reflect the four-for-one stock split on June 16, 2022.

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5.2

2023 CONSOLIDATED FINANCIAL STATEMENTS

5.2.1 Consolidated statement – year ended December 31, 2023
Consolidated income statement(in € millions, except per-share data)

Sales

Note

2023

2022

5

28,34328,590(21,052)

Cost of sales(20,395)

Gross income

7,948

7,538

Sales and marketing expenses(1,210)(1,174)

Research and development expenses

(756)

(698)

General and administrative expenses(2,336)(2,244)

Segment other income and expenses

8

(74)

(26)

Segment operating income

5

3,572

3,396

Other operating income and expenses

9

Operating income

(920)

(375)

2,652

3,021
(239)

Cost of net debt

10

(198)

Other financial income and expenses

10

2

(22)

27.1

(94)

(45)

Net interest on employee benefit obligations
Share of profit/(loss) from equity-accounted companies

17

Income before taxes
Income tax

11

128

(59)

2,490

2,656

(507)

(647)

NET INCOME

1,983

2,009

Attributable to the shareholders of the Company

1,983

2,001

-

8

Basic

2.77

2.81

Diluted

2.75

2.79

Attributable to the non-controlling interests
EARNINGS PER SHARE (in €)12

Notes 1 to 37 are an integral part of the consolidated financial statements.

Consolidated statement of comprehensive income
Note(in € millions)

Net income
Post-employment benefits
Tax effect – Post-employment benefits
Equity instruments at fair value through OCI – changes in fair value
Tax effect – equity instruments at fair value through OCI
Other
Other comprehensive income/(loss) that will not be reclassified to the income statement
Cash flow hedges – changes in fair value
Currency translation differences
Other
Other comprehensive income/(loss) that may be reclassified to the income statement

2022
2,009

27.1

(50)

672

18

18

(132)

15.1

2

57

18

2

(10)

-

4

(28)

591

2

(10)

(316)

386

67

(1)

(247)

375

Other comprehensive income/(loss)

(275)

966

TOTAL COMPREHENSIVE INCOME

1,708

2,975

Attributable to the shareholders of the Company

1,708

2,968

-

7

Attributable to the non-controlling interests

Notes 1 to 37 are an integral part of the consolidated financial statements.

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2023
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Consolidated statement of financial position
Note

December 31, 2023

December 31, 2022

Goodwill

13

2,982

2,430

Intangible assets

13

1,794

1,803

Property, plant and equipment (PP&E)

14.1

12,26012,136

Right-of-use assets

14.2

1,082

1,010

Non-current financial assets and other non-current assets

15

1,605

1,161

Investments in equity-accounted companies

17

871

1,102

Deferred tax assets

18

932

630

21,526

20,272(in € millions)Non-current assets
Inventories

19

5,447

6,318

Trade receivables

20

3,850

4,205

Current financial assets

21

512

652

Other current assets

22

1,345

1,315

Cash and cash equivalents

23

Current assets
TOTAL ASSETS

2,515

2,584

13,66915,07435,19535,346

Share capital

24

357

357

Share premiums

24

2,702

2,702

Reserves

25

14,896

14,051

3

6

17,958

17,116

Non-controlling interests
Total equity
Non-current financial liabilities

26

4,672

4,705

Non-current lease liabilities

26

738

690

Provisions for employee benefit obligations

27.1

2,726

2,561

Provisions and other non-current liabilities

29

860

695

Deferred tax liabilities

18

Non-current liabilities
Current financial liabilities

26

Current lease liabilities

26

Trade payables
Trade payables under reverse factoring agreements
Provisions and other current liabilities

497

541

9,493

9,192

591

1,826

241

233

3,075

3,416

3.26

530

595

30

3,307

2,968

7,744

9,038

35,19535,346

Current liabilities
TOTAL EQUITY AND LIABILITIES

5

Notes 1 to 37 are an integral part of the consolidated financial statements.

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Consolidated statement of changes in equity(in € millions)

At January 1, 2022

Share capital(note 24)

Sharepremiums(note 24)

Reserves(note 25)

Non-controllinginterests

Total equity

357

2,746

11,871(3)

14,971

Net income

-

-

2,001

8

2,009

Other comprehensive income/(loss)

-

-

967

(1)

966

Total comprehensive income

-

-

2,968

7

2,975

Issuance of shares

2

74

-

-

76

Share buybacks

-

-

(120)

-

(120)

(2)

(118)

120

-

-

Dividends and other appropriations

-

-

(808)

(1)

(809)

Share-based payments – current service cost

-

-

20

-

20

Sales of treasury shares

-

-

-

-

-

Other

-

-

-

3

3

357

2,702

14,051

6

17,116

Net income

-

-

1,983

-

1,983

Other comprehensive income/(loss)

-

-

(275)

-

(275)

Total comprehensive income

-

-

1,708

-

1,708

Issuance of shares

-

-

-

-

-

Share buybacks

-

-

-

-

-

Cancellation of shares

-

-

-

-

-

Dividends and other appropriations

-

-

(894)

(2)

(896)

Cancellation of shares

At December 31, 2022

Share-based payments – current service cost

-

-

30

-

30

Sales of treasury shares

-

-

-

-

-

Other

-

-

1

(1)

-

357

2,702

14,896

3

17,958AT DECEMBER 31, 2023

Notes 1 to 37 are an integral part of the consolidated financial statements.

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Consolidated statement of cash flows
Note(in € millions)

Net income

2023

2022

1,983

2,009

Adjustments
 Cost of net debt

10

198

239

 Other financial income and expenses

10

(2)

22

27.1

94

45

 Net interest on employee benefit obligations
 Income tax

11

507

647

 Amortization and depreciation of intangible assets and PP&E

6

1,917

1,866

 Other operating income and expenses

9

920

375

 Share of loss/(profit) from equity-accounted companies

17

(128)

59

3.7.2

5,489

5,262

31

(218)

(234)

Segment EBITDA
Other operating income and expenses (cash) and changes in provisions
Interest and other financial income and expenses received and paid, net
Income tax paid
Change in working capital, net of impairment

31

(193)

(323)

18.2

(776)

(697)

31

985

(2,077)

5,287

1,931

31

(2,268)(2,041)

Net cash from operating activities
Purchases of intangible assets and PP&E

47

33

Equity investments in consolidated companies, net of cash acquired

Proceeds from sales of intangible assets and PP&E

(793)

(124)

Disposals of equity investments in consolidated companies, net of cash sold

142

65

Purchases of equity instruments at fair value

(15)

(18)

Disposals of equity instruments at fair value--

Cash flows relating to other financial assets

31

Net cash from/(used in) investing activities

(43)

140

(2,930)(1,945)-76

Proceeds from issuance of shares

24

Dividends paid to the shareholders of the Company

24

(893)

(803)

Cash flows relating to financial liabilities

31(1,455)(951)

Share buybacks

24

Other
Net cash from/(used in) financing activities

-

(120)

12

(62)

(2,336)(1,860)Effect of changes in exchange rates

(90)

(24)

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS(69)(1,898)

2,584

4,482

2,515

2,584

Cash and cash equivalents at January 1
Cash and cash equivalents at December 31

23

5Notes 1 to 37 are an integral part of the consolidated financial statements.

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Notes to the consolidated financial statements
DETAILED SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS
Note 1

GENERAL INFORMATION

363

Note 19

INVENTORIES

405

Note 2BASIS OF PREPARATION

363

Note 20

TRADE RECEIVABLES

406

Note 3

ACCOUNTING POLICIES

368

Note 21

CURRENT FINANCIAL ASSETS

407

Note 4

CHANGES IN SCOPE OF
CONSOLIDATION

Note 22OTHER CURRENT ASSETS

407

381

Note 23

CASH AND CASH EQUIVALENTS

407

Note 5

SEGMENT REPORTING

384

Note 24Note 6EXPENSES BY NATURE

385

SHARE CAPITAL AND SHAREPREMIUMS

408

Note 7EMPLOYEE BENEFIT COSTS

386

Note 25

RESERVES

409

Note 8

SEGMENT OTHER INCOME AND
EXPENSES

Note 26

FINANCIAL LIABILITIES410

Note 27PROVISIONS FOR EMPLOYEE BENEFITOBLIGATIONS

413

Note 28

SHARE-BASED PAYMENTS

421

Note 29PROVISIONS AND OTHER NONCURRENT LIABILITIES422

PROVISIONS AND OTHER CURRENT
LIABILITIES423

NOTES TO THE STATEMENT OF CASH
FLOWS

424

COMMITMENTS AND
CONTINGENCIES

425

Note 9OTHER OPERATING INCOME AND
EXPENSES

386

COST OF NET DEBT AND OTHER
FINANCIAL INCOME AND EXPENSES

388

Note 11

INCOME TAX

389

Note 12EARNINGS PER SHARE

390

Note 13GOODWILL AND INTANGIBLE ASSETS

391

Note 14

PROPERTY, PLANT AND EQUIPMENT
AND RIGHT-OF-USE ASSETS

Note 10Note 15394

Note 30
Note 31
Note 32

NON-CURRENT FINANCIAL ASSETSAND OTHER NON-CURRENT ASSETS

396

Note 33

FINANCIAL RISK MANAGEMENT

426

Note 16

DERIVATIVE INSTRUMENTS

397

Note 34

RELATED-PARTY TRANSACTIONS

433

Note 17

INVESTMENTS IN EQUITYACCOUNTED COMPANIESNote 35

EVENTS AFTER THE REPORTING DATE

433

400

Note 36

LIST OF CONSOLIDATED COMPANIES

434

TAXES

403

Note 37

STATUTORY AUDITORS' FEES

444

Note 18_362

386

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Note 1. GENERAL INFORMATION
Compagnie Générale des Établissements Michelin (CGEM or the“Company”) and its subsidiaries (together “the Group”) design,
manufacture and market tires throughout the world. The Groupalso provides its customers with tire- and vehicle-related services
and solutions, mobility experiences and expertise in high-techmaterials.
The Company is a partnership limited by shares (société encommandite par actions) incorporated in Clermont-Ferrand(France).

The Company isCompartment A).

listedonEuronext

Paris(Eurolist

After a review by the Supervisory Board, these consolidated
financial statements were authorized for issue by the Managing
Chairman on February 12, 2024.
Except as otherwise stated, all amounts are presented in millionsof euros (in € millions).

Note 2. BASIS OF PREPARATION
2.1

Statement of compliance

The consolidated financial statements:● have been prepared in accordance with the International
Financial Reporting Standards (IFRS) adopted by theEuropean Union as of the reporting date and applicable tothe period then ended;● have been prepared using the historical cost convention,with the exception of unconsolidated equity investments andfinancial assets and liabilities (including derivatives), which
are measured at fair value through profit and loss or othercomprehensive income.

● also comply with the International Financial ReportingStandards (IFRS) published by the International AccountingStandards Board (IASB); and2.2

Accounting policies

The accounting policies applied in the preparation of the Group's consolidated financial statements are set out in note 3 “Accounting
policies”. Aside from the exceptions described in section 2.3 below, these policies have been consistently applied to all the years
presented.

2.3

5

New standards, amendments to existing standards and interpretations effective fromJanuary 1, 2023 in the European Union

The following new standards and amendments to IFRSs are effective from January 1, 2023; they have no material impact for the Group:

IFRS 17 – Insurance Contracts – Recognition, Measurement and Presentation
The new standard, including the amendments published in June 2020 and December 2021, specifies the principles relating to therecognition, measurement, presentation and disclosure of insurance contracts. It replaces IFRS 4 and was adopted by the European
Union on November 19, 2021. This standard has no material impact on the Group’s consolidated financial statements.

Amendment to IAS 1 – Disclosure of Accounting Policies
This amendment adopted by the European Union on March 2, 2022 requires entities to disclose their accounting policy information only
if it is material. Information about accounting policies applied to non-material transactions and events is itself non-material and is not
required to be disclosed.

Amendment to IAS 8 – Definition of Accounting Estimates
This amendment is designed to help entities distinguish between a change in accounting policies and a change in accounting estimatesby introducing a new definition of accounting estimates. Accounting estimates are monetary amounts in financial statements that are
subject to measurement uncertainty. The amendment is effective for annual periods beginning on or after January 1, 2023.

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Amendment to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The amendment limits the scope of the initial recognition
exemption by excluding transactions for which companies
recognize both an asset and a liability, such as leases anddecommissioning obligations. Companies will now be required torecognize deferred tax on these transactions. The amendment

applies to qualifying transactions occurring on or after the
opening date of the first comparative period presented (i.e.,
January 1, 2022 in the case of the Group). It has no material
impact on the Group’s consolidated financial statements.

Amendment to IAS 12 – International Tax Reform – Pillar Two Model Rules
On December 14, 2022, the European Union adopted a directive
implementing the OECD's Pillar Two reform. France voted for thetransposition of this directive into domestic law as part of the
Finance Bill for 2024. The Pillar Two rules therefore apply to all
entities effectively controlled by Compagnie Générale desEtablissements Michelin.
In May 2023, the IASB published an amendment to IAS 12 which
includes a mandatory temporary exception for 2023 to theapplication of IAS 12 to Pillar Two calculations. This amendment

2.4

was formally adopted by the European Union in November 2023
and is therefore fully applicable. The Group has not recorded any
deferred taxes arising from the jurisdictional implementation of
the Pillar Two model in its financial statements.
At this stage of its work, the Group considers that although it willprobably be subject to Pillar Two rules in certain jurisdictions
from January 1, 2024, it does not expect this to have any
significant tax effect on the financial statements.

New standards, amendments to existing standards and interpretations that are notyet effective

The following new IFRS standards, amendments and interpretations, which were not applicable at December 31, 2023, are not expected
to have a material impact on the consolidated financial statements at their application date:

Amendment to IFRS 16 – lease liability in a sale and leaseback
The amendment, which will be effective for annual periods beginning on or after January 1, 2024, clarifies the subsequent treatment of
the right-of-use asset and lease liability arising from a leaseback transaction (notably in the case of a lease with variable payments notbased on an index or a rate).

Amendments to IAS 7 and IFRS 7 – Presentation of Financial Statements – Reverse Factoring – Supplier Finance
Arrangements
These amendments introduce new disclosure requirements for reverse factoring arrangements, to help assess the effects of thesearrangements on the liabilities, cash flows and liquidity risk exposure of the preparer of the financial statements.

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current – Non-current Liabilities with Covenants
The first amendment clarifies the principles to be applied to classify liabilities as current or non‑current. The second amendment
specifies that covenants to be complied with after the reporting date do not affect the classification between current and non-current
liabilities at the reporting date. It also aims to improve disclosures on long-term debt with covenants.

Amendment to IAS 21 – Lack of Exchangeability
The amendment specifies how to assess whether a currency is exchangeable and how to determine a spot exchange rate if it is not. It
will be applicable for accounting periods beginning on or after January 1, 2025.
There are no other new standards, updates or interpretations published but not yet effective whose impact could be material for theGroup.

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2.5

Climate risk

Climate risk and the Group's stated ambitions in this area havebeen taken into account for the preparation of the financial
statements.
Concerning the energy transition, the Group will eliminate the useof coal as an energy source by 2030. The number of sites stillusing coal is limited and the assets concerned are largely
depreciated. The investments required over the period coveredby the five-year strategic plan are estimated at €60 million (2022:€60 million).
To optimize its energy use, in 2020 the Group launched a
program to electrify its tire curing presses. Capital expenditure on
the program over the period covered by the Group’s five-year
strategic plan is estimated at around €120 million. This
expenditure has been taken into account in the cash flow
forecasts used as a basis for impairment testing (note 13.1
"Goodwill"). Beyond the period covered by the strategic plan, therate at which the program is implemented will depend on theactual energy performance of the initial investments.
The effects of climate risks on cash flows beyond the period
covered by the five-year strategic plan is difficult to predict. They
could arise, for example, from business interruption at sites
exposed to natural disasters, or from regulatory compliance costsin certain countries (taxes or other) related to initiatives toencourage the energy transition. Given the difficulty of preparing
reliable cash flow projections taking these risks into account, asimulated impairment test was carried out, limiting estimates of
future cash flows to the next 20 years based on constant cash
flows after the fifth year (note 13.1).

Concerning measures to adapt to climate change, in 2023
around 100 manufacturing sites and office facilities wereanalyzed to assess the medium- and long-term risks of extreme
climate phenomena (intense heat, floods, etc.). The analysis will
be completed in 2024 by an assessment of the preventive
measures to be put in place, so that the cost of these measures
can be taken into account in the Group’s capital expenditure andoperating expense forecasts.
Additional costs of regulatory compliance are taken into accountin the future cash flows used as a basis for impairment testing(note 13.1), to the extent that the regulations affecting the cash
flows are known. This mainly concerns the CO2 emission
allowances to be acquired by the Group in compliance with
European Union regulations (Emissions Trading Scheme – ETS).
Emissions from sites subject to these European regulations
represent around one‑tenth of the Group’s Scope 1 and 2
emissions. The accounting policies applied to ETS emission
allowances are described in note 3.15.1, and the balance sheet
amounts at the reporting date are shown in note 13.2.4.
The interest rate on the Group's €2,500 million syndicated line ofcredit (€2,500 million in 2022, see note 33.2.1) depends on its
performance in relation to its environmental objectives (CO2emissions and an industrial environmental performanceindicator).

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2.6

Critical accounting estimates and judgments

The preparation of the consolidated financial statements inaccordance with IFRS requires that management use
assumptions and estimates to calculate the value of assets andliabilities at the date of the consolidated statement of financial
position and the amount of income and expenses for thereporting period. Actual results could differ from those estimates.

The main sources of uncertainty relating to key assumptions andjudgments concern impairment of non-financial assets, employee
benefit obligations, income taxes, goodwill, intangible assets
acquired in business combinations and the assets' estimateduseful lives, the definition of the enforceable period of a lease andthe effect on revenue recognition of deferred customer
discounts.

2.6.1 Impairment of non-financial assets
The cash generating units' (CGU) future cash flows used to
calculate value in use (note 3.17) are derived mainly fromforecasts set out in the Group's five-year business plan. The
forecasts are prepared by the Business Departments andBusiness Lines based on the strategic objectives validated by theManagers. The process requires using critical estimates andjudgments, especially to determine market trends, raw material
costs and pricing policies. Consequently, actual cash flows may
differ from the estimates used to calculate the CGUs' value in use(see in particular the comments in note 2.5 concerning therecognition of climate risk).
Quantitative information is provided in note 13.1.

2.6.2 Employee benefit obligations
The Group uses defined contribution plans which generally
require, on top of the portion financed by the Group, acontribution from each salaried employee, defined as apercentage of their compensation.

The rate of salary increases is determined by each country basedon a long-term salary policy and takes into consideration all of therelevant factors including market practices, as well as careerdevelopment, promotion and seniority, among other inputs.

Some subsidiaries also recognize liabilities for pension plans,
jubilees and other post-employment benefits linked to rights
acquired by the employees through plans specific to thesesubsidiaries or resulting from certain legal obligations.

The inflation rates, calculated over standard durations, aredetermined using several methods:

The valuation of these benefits is carried out annually with theassistance of independent actuaries. The actuarial method usedis the projected unit credit method.
In accordance with this method, statistical information andvarious assumptions are used in calculating the expenses,
liabilities and assets related to the benefit plans. Assumptions
mainly include the discount rate, the inflation rate, the long‑termsalary increase rate and the expected rate of growth in future
medical costs. Statistical information is mainly related todemographic assumptions such as mortality, employee turnover,disability and retirement age.
Assumptions and statistical information are determined based oninternal guidelines, in consultation with the actuaries.
Discount rates are determined with the assistance ofindependent actuaries based on the same maturities as theliabilities.

_366● by using actuarial models based on target rates published bycentral banks, forecasts from Consensus Economics andinflation swap curves;● by taking the spread between inflation-linked bonds andconventional securities. The rates are then adjusted witha spread which represents the liquidity and risk premium
embedded in the inflation-linked bonds;● based on historical averages.
The other assumptions (retirement age, employee turnover,healthcare cost trend, mortality and disability) reflect thedemographic and economic situation of the countries andsubsidiaries in which the plans are in force.
The actual data (such as inflation, mortality and real return on
assets) may differ from the long-term actuarial assumptions used.
The resulting difference is recognized as a gain or loss in othercomprehensive income.
Quantitative information is provided in note 27.

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2.6.3 Income tax
Judgments and estimates are required to determine the amountof the deferred tax assets resulting from tax loss carryforwards or
deductible temporary differences.
The expected reversal of tax losses is based on the forecast of
future results validated by the local management and reviewed
by the Group Tax and Accounting Departments. Analyses are also
performed in order to ensure the consistency of the forecastswith the Group's strategic plans validated by management.
Analyses to support the deferred tax positions are performed
periodically, at a date as close as possible to the reporting date.
The period over which tax loss carryforwards are reversed isbased on a reasonable time horizon, taking into account the
specific circumstances of each Group company, such as:● the origin of the historical tax losses (generally exceptionaland non-recurring: restructuring, significant increases in
production capacity, etc.);● forecast future results;● confirmed reorganization projects that will eliminate sourcesof losses;● the time limit for recovering historical tax losses; and● the maximum utilization rate of tax loss carryforwards in agiven year.
Quantitative information is provided in notes 11 and 18.
The companies that make up the Group operate in different, andsometimes uncertain, legal and regulatory environments,
including tax environments. They may be involved, in the normal
course of business, in various types of litigation, disputes or otherproceedings.
Each of the known disputes or ongoing proceedings in which theGroup or one of the Group companies is involved was examinedat the reporting date, where appropriate with the assistance of
external consultants, and provisions have, if necessary, been
booked to cover the estimated risks.

2.6.4 Goodwill, intangible assets acquired in business combinations and their estimated remaining useful life
As part of its acquisitions, the Group identifies, measures andrecognizes intangible assets (trademarks and customer
relationships, for example) and determines their residual useful
lives. The difference between the fair value of assets acquired andliabilities assumed, on the one hand, and the considerationtransferred, on the other, represents goodwill, which is allocatedto the CGUs or to the groups of CGUs benefiting from thesynergies expected from the business combination. In order toperform the purchase price allocation, the Group takes into
account the various strategic and operational objectives
underlying the acquisition and relies on the expertise of valuation
firms.

The value of assets and liabilities recognized on businesscombinations may be impacted in the future if judgments,
estimates and key assumptions made at the time of theacquisition, such as revenue growth rate, operating margin or
discount rates, should differ from reality.

5

2.6.5 Enforceable period of a lease
When the Group enters into a lease, it determines theenforceable period by taking into account all the economic facts
and circumstances, as well as the options to extend andterminate the lease. This information is used to determine themost economically relevant end date for the lease.
For certain categories of leased assets (mainly vehicles), theGroup considers that there is no reasonably certain extension

option. Consequently, the duration is selected to coincide with
the initial term of the lease. For real estate leases, the Groupdefines the reasonable end date of the lease, based on theenforceable period, in line with the asset's expected period ofuse. Accordingly, for leases with a residual term of more than ten
years, the first enforceable exit option is chosen unless specificinformation and economic circumstances lead the Group to
define a longer period.

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Note 3. ACCOUNTING POLICIES
3.1

Consolidation

The Group's consolidated financial statements include all
subsidiaries, joint ventures and associates of Compagnie
Générale des Établissements Michelin.
The Group treats transactions with non-controlling interests, aslong as they do not result in a change of control over the entities
in question (no loss nor gain of control), as equity transactions
having no impact on comprehensive income. Expenses relating
to these transactions are directly accounted for in equity. At thedate the Group gains control of an entity, the carrying amount ofpreviously held non-controlling interests, if any, is adjusted to fairvalue and the difference is recognized in the income statement.
All other related items previously recognized in othercomprehensive income are reclassified to the income statement.
When the Group loses control over an entity but keeps some
non-controlling interests in the entity, the transaction is analyzed
as an exchange, i.e., the disposal of a controlling interest and theacquisition of a non-controlling interest.
Shareholdings in companies which are not subsidiaries, joint
ventures or associates are not consolidated. They are accounted
for as non-derivative financial assets (note 3.18).

3.1.1 Subsidiaries
The Group controls an entity when it has:● power over the investee;● exposure, or rights, to variable returns from its involvementwith the investee; and● the ability to use its power over the investee to affect theamount of the investor's returns.

The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control
commences until the date that control ceases.
Intercompany transactions and balances, as well as unrealized
gains on transactions between Group companies are eliminated.
Unrealized losses are also eliminated unless an impairment loss
on the transferred asset arises on the transaction.
Group accounting policies are applied consistently by all
subsidiaries.

3.1.2 Joint ventures and associates
Joint ventures are joint arrangements (arrangements over which
the Group has joint control with one or more other parties) inwhich the Group has rights to the net assets. Joint control isdefined as the contractually agreed sharing of control over anarrangement, which exists only when decisions about therelevant activities require the unanimous consent of the parties
sharing control.
Associates are all entities over which the Group has significant
influence. Significant influence is the power to participate in thefinancial and operating policy decisions of the investee but is notcontrol or joint control of those policies. Generally, associates areentities in which the Group has a shareholding representing
between 20% and 50% of the voting rights.
Investments in joint ventures and associates are initiallyrecognized at their acquisition cost and are subsequently
accounted for using the equity method. The Group's investments
in joint ventures and associates include goodwill identified at theacquisition date and are presented net of any accumulated
impairment losses.
From the acquisition date to the date that significant influenceceases, the Group's share of its joint ventures' and associates'
profits and losses is recognized in the income statement, and its
share of movements in other comprehensive income is_368

recognized in other comprehensive income. The cumulative postacquisition movements are adjusted against the carrying amountof the investment.
When the Group's share of losses in a joint venture or associateequals or exceeds its interest in the investee, the Group
recognizes its share of the investee's negative net worth and,
where appropriate, the carrying amount of any loans to the joint
venture or associate is reduced by the amount of that negative
net worth.
Unrealized gains on transactions between the Group and its joint
ventures and associates are eliminated to the extent of theGroup's interest in the investee. Unrealized losses are also
eliminated unless an impairment loss on the transferred asset
arises on the transaction.
The profit resulting from downstream transactions carried out
with a joint venture or an associate is deducted from the Group's
proportionate share in profit of equity-accounted company.
In the consolidated income statement, the line "Share of profit/(loss) from equity-accounted companies" also includes the impactof other transactions relating to equity-accounted companies,
such as the recognition of a gain or loss resulting from a
reduction in the Group’s percentage interest in the investee, oran impairment loss on securities and loans.

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3.2

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Group's Management.
The Managing Chairman regularly examines segment operating income to assess segment performance. He has therefore been
identified as the chief operating decision maker of the Group.

3.3

Foreign currency

3.3.1 Presentation and functional currency
The financial statements of the Group entities are measured
using their functional currency, which is the currency of the
primary economic environment in which they operate andcorresponds for most of them to their local currency.

The consolidated financial statements are presented in euros(presentation currency), which is the Company's functional
currency.

3.3.2 Transactions
Foreign currency transactions are translated into the functional
currency using the exchange rate prevailing at the transaction
date. Foreign exchange gains and losses resulting from thesettlement of such transactions and from the revaluation atclosing exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognized in the income
statement.

Exchange differences on unconsolidated equity investments areincluded in other comprehensive income until the investment is
sold.

3.3.3 Translation
The financial statements of the Group entities whose functional
currency is different from the Group's presentation currency aretranslated into euros as follows: assets and liabilities aretranslated at the closing rate at the date of the consolidated
statement of financial position, income and expenses aretranslated at the average rate for the period (as it is considered areasonable approximation to actual rates at the transaction date),
and all resulting exchange differences are recognized in othercomprehensive income.

Cash flows are also translated at the average rate for the period.
When an entity is disposed of, the translation differences
accumulated in other comprehensive income are recycled to theincome statement as part of the gain or loss on disposal.

5

On the acquisition of an entity, goodwill and fair value
adjustments recognized are treated as assets and liabilities of theacquired entity and translated at the spot rate on the transactiondate.

3.3.4 Exchange rates of major currencies
Closing rates

Average rates

Against the euro (EUR):

2023

2022

2023

2022

US dollar (USD)

1.111

1.062

1.082

1.054

Canadian dollar (CAD)

1.466

1.443

1.460

1.370

Mexican peso (MXN)

18.787

20.61119.17721.206

Brazilian real (BRL)

5.364

5.592

5.401

5.435

Pound sterling (GBP)

0.868

0.883

0.870

0.852

Chinese yuan (CNY)

7.899

7.393

7.656

7.081

Indian rupee (INR)

92.50887.90289.33182.732

Thai baht (THB)

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3.4

Derivative instruments

Derivative instruments are used to manage financial exposures.
All derivatives are initially recognized at fair value on the date aderivative contract is entered into and are subsequently measured
at their fair value. The method of recognizing the resulting gain orloss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged (seehedging policy below).
All changes in fair value of derivatives not qualifying as hedges arerecorded as financial income or expense in the period in which
they arise.

3.5

The fair values of listed instruments are based on their market
values.
For unlisted instruments, fair values are determined using
mathematical models, such as option pricing models, or methods
based on discounted future cash flows. These models take into
account market data.
Embedded derivatives are recognized separately if they are notclosely related to the host contract.

Hedging

Some derivative instruments are eligible for hedge accounting
and are therefore designated as either:● hedges of the fair value of recognized assets or liabilities or afirm commitment (fair value hedges);● hedges of highly probable forecast transactions (cash flow
hedges).

At the inception of the transaction, the Group documents therelationship between the hedging instrument and the hedged
item, as well as its risk management objectives and strategies.
The Group also documents its assessment, both at inception andon an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes infair values of hedged items.
Changes in the fair value of derivatives are accounted for
differently depending on the type of hedge.

3.5.1 Fair value hedges
Changes in fair value of derivatives are recorded in financial income and expenses, together with any changes in the fair value of thehedged assets or liabilities that are attributable to the hedged risk.

3.5.2 Cash flow hedges
The effective portion of changes in the fair value of derivatives isrecognized in other reserves. The ineffective portion of the gainor loss is recognized immediately in the income statement, in
operating income (commodity price hedges) or financial income
and expenses (interest rate hedges).
When options are used to hedge future transactions, only thechanges in the options' intrinsic value are designated as hedging
instruments. Changes in the intrinsic value and the time value inrelation to the hedged item ("aligned time value") are recorded inother reserves.
For forward contracts used to hedge future transactions, theGroup designates all the changes in fair value (including theforward points) as hedging instruments. These changes in fairvalue are recorded in other reserves.

Amounts accumulated in other reserves are recognized in theincome statement over the period during which the hedged item
affects the profit and loss, as follows:● when the hedged item is a non-financial asset (for example, aconsolidated investment or an inventory), deferred gains orlosses, as well as deferred gains or losses on the time valueof the option or contract forward points are included in theinitial cost of the asset;● the gains or losses resulting from the interest rate hedge arerecognized in financial income at the same time as theinterest on the loans that are hedged.
When a hedging instrument is sold or expires, or when a hedging
instrument no longer meets the criteria required to qualify forhedge accounting, the amount accumulated in other reserves atthat date is immediately recognized in profit or loss.

3.5.3 Derivatives not qualifying for hedge accounting
Certain other derivative instruments, while offering effective
economic hedging in terms of the Group's financial policy, do notmeet the criteria for hedge accounting or have not been treatedas hedging instruments (refer to the policy relating to derivative
instruments, above). Changes in the market value of these_370

derivatives must therefore be recognized in financial income andexpenses. For example, foreign exchange derivatives used tohedge the currency exposure of financial assets and liabilities
recognized in the consolidated statement of financial position are
not designated as hedging instruments.

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3.6

Fair value of financial instruments

Fair value measurements are disclosed by level in the following
fair value measurement hierarchy:

Specific valuation techniques used to value, generally internally,financial instruments include:● Level 1: quoted prices in active markets. The fair value offinancial instruments traded in active markets is based onquoted market prices at the date of the consolidated statementof financial position. A market is regarded as active if quoted
prices are readily and regularly available from an exchange,
dealer, broker, industry group, pricing service, or regulatory
agency, and those prices represent actual and regularly
occurring market transactions on an arm's length basis. The
quoted market price used for financial assets held by the Groupis the current bid price. These instruments, essentially cash andcash equivalents, as well as quoted unconsolidated equity
investments, are included in level 1.

● quoted market prices or dealer quotes for similar
instruments (level 1);● Level 2: inputs other than quoted prices included within level 1
that are observable for the asset or liability, either directly (i.e., asprices) or indirectly (i.e., derived from prices). The fair value offinancial instruments that are not traded in an active market (forexample, over-the-counter derivatives) is determined by using
valuation techniques. These valuation techniques maximize theuse of observable market data where it is available and rely as
little as possible on entity-specific estimates. If all significant
inputs required to fair value these instruments are observable,
these instruments, essentially cash management financial
assets and derivative instruments, are included in level 2.
● Level 3: inputs for assets or liabilities that are not based on
observable market data (i.e., unobservable inputs). If one ormore of the significant inputs is not based on observable
market data, the instrument, essentially non-quoted
unconsolidated equity investments, is included in level 3.

3.7● the fair value of interest rate swaps calculated internally as
the present value of the estimated future cash flows basedon observable yield curves (level 2);● the fair value of forward foreign exchange contracts
determined internally using spot exchange rates at the dateof the consolidated statement of financial position, applied to
discounted future cash flows (level 2).
Other techniques, such as discounted cash flow analysis, areused internally to determine fair value for the remaining financial
instruments (level 3).
When observable yield curves include negative interest rates,
those are used without adjustment to determine the fair value ofderivatives.
The Group assesses the counterparty risk included in the fairvalue of its over-the-counter derivatives for which there is no
exchange of collateral. The Group includes the effect of its
exposure to the credit risk of the counterparty or thecounterparty's exposure to the credit risk of the Group. The
valuation for long-term derivatives with no exchange of collateralis based on discounted cash flows using a rate including thecounterparty credit risk.

5

Definition of certain indicators presented in the consolidated financial statements

3.7.1 Net debt
Net debt is made up of current and non-current financial
liabilities (including lease liabilities), as they appear on the
consolidated statement of financial position, less:● cash and cash equivalents as they appear on the
consolidated statement of financial position;● derivative instruments included in "Current financial assets
and Non-current financial assets" on the consolidated
statement of financial position;● cash management financial assets included in "Current
financial assets" on the consolidated statement of financial
position (these assets are highly liquid, little affected byinterest rate risk and foreign currency risk); and● borrowing collateral included in "Current financial assets andNon-current financial assets" on the consolidated statementof financial position.

3.7.2 Segment EBITDA
The Group defines Segment EBITDA as segment operating income less depreciation of property, plant and equipment, right-of-use
assets and amortization of intangible assets allocated to segments.

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3.8

Revenue recognition

The sale of tires, in the original equipment or replacement
market, constitutes the majority of Group income. In thereplacement market, tires are sold to distributors (wholesalers,
specialist dealers, etc.) who are customers of the Group. These
distributors have the full and complete possibility to use the tires
for their own benefit, or to market them, and in this case, to fix
the resale price. Furthermore, they carry the inventory risk.
The terms of sale offered by Group companies, in line withnormal market practice, vary according to the customer category
and the country in which the sales are made. They provide
however, that the payment for the goods sold will be made in aperiod appreciably less than one year and there is therefore no
reason to adjust the amount of consideration received from
customers to take into account the effects of a financing
component.
Each delivery of tires, either in the original equipment market withcar manufacturers or in the replacement market, represents a
distinct and separate performance obligation to be fulfilled at apoint in time and which corresponds to the loading of goods ortheir delivery, in accordance with the underlying contract.
The warranties offered to the buyers cover design or
manufacturing defects, which may appear as irregular orexcessive tire wear under normal conditions of use. These
warranties, which do not provide the customer with any
supplementary guarantee, apart from the fact that the tire is
exempt from defects, continue to be accounted for inaccordance with IAS 37 “Provisions, Contingent Liabilities, andContingent Assets”.
The Group agrees, under certain conditions, to give tradeconcessions or to reimburse unsatisfied customers. Occasionallyand under special circumstances, it also grants the right to return
products already sold. This right gives rise to the recognition of aliability and a reduction in income, as well as an asset
representing the Group's right to recover the goods that
customers will return. In addition, the amount that the Groupeffectively receives for the tires delivered, as well as the revenue
from sales recognized in the income statement, can vary as aresult of deferred rebates stipulated in contractual agreements

3.9

and/or at the start of marketing campaigns, which will be paid tothe customers at the end of the reference period and dependingon the achievement of qualitative or quantitative objectives set
for that period. Their value is determined using the expectedvalue method. The Group relies on the analysis of historical dataand its accumulated experience to estimate the probableamount of rebates and discounts to be given to customers.
Income from ordinary activities is therefore recognized taking into
account the uncertainty surrounding the different components
of variable consideration and to the extent that it is highly
probable that the outcome of this uncertainty will not give rise toa significant reduction in the amount of sales already recognized,
once the uncertainty is resolved. The difference between theamounts invoiced to the customers and the level of income
recorded from ordinary activities results in the recognition of aliability in respect of the future reimbursement under “Other
current liabilities” in the consolidated statement of financial
position.
The other sales categories essentially comprise the managementof tires for commercial fleets and the supply of telematics
services, where the main objective is greater fuel economy andfleet efficiency. The services supplied under these contracts
consist of a single performance obligation satisfied over time forwhich the sales revenue is recognized according to the stage ofcompletion, measured on the basis of the work performed andthe costs incurred.
The Group may enter into multi-year agreements with customers,
which include a commitment regarding its capacity to supply the
products, in exchange for a specific amount of consideration. This
is to be paid in advance of fulfillment of the obligations to supply
the products, which will be spread over the duration of thecontract. As such, this commitment is considered to be linked tothe supply of the products and will be recognized as revenue as
and when the supply obligations are fulfilled. When the payment
is received, a contract liability is recognized and split between theline items “Provisions and other non-current liabilities” and“Provisions and other current liabilities” in the consolidated
statement of financial position, depending on the date theperformance obligations are fulfilled.

Cost of sales

Cost of sales for the Group's manufacturing activities comprises
the costs of manufacturing products and the cost of goods
purchased for resale.
It includes the purchase cost of raw materials, production costs
directly related to the manufactured products and all production
overheads, based on the normal capacity of manufacturing
facilities.
Production overheads include depreciation of property, plant andequipment, amortization of intangible assets relating to
production and write-downs of inventories.

bringing the manufactured products to their present location andcondition.
For non-manufacturing activities, especially customer services,cost of sales includes all the costs incurred to produce,
administer or execute a service delivered in the distribution
network. Cost of sales for these activities mainly comprises
employee benefits expense, depreciation of facilities andequipment, energy costs and the cost of acquiring andprocessing the data needed to produce the service.

Cost of sales also includes a relevant portion of general
overheads to the extent that they are directly attributable to_372

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3.10 Research and development expenses
Research costs cannot be capitalized. Development costs arecapitalized as intangible assets when the conditions relating to
the commercial and technical feasibility of the project, the ability
to allocate the costs reliably and the probability of generating
future economic benefits are fulfilled.

Development costs are reviewed annually in order to determine
whether the criteria for recognition as intangible assets are met.

3.11 Segment operating income
Segment operating income measures the performance of the operating segments and is one of the Group's management indicators.

3.12 Other operating income and expenses“Other operating income and expenses” records items that are
not taken into account by management when measuring theperformance of the operating segments due to their nature or
their significant, unusual or abnormal characteristics. They
include, in particular, the costs related to the reorganization andadaptation of activities and those related to major litigation (andthe adjustments in the corresponding provisions), as well as
impairment of goodwill and acquisition-related costs. The

amortization of trademarks and customer relationships
recognized as part of a business combination is also included in“Other operating income and expenses”. They also include gains
and losses on disposals and changes in impairment of property,
plant and equipment and intangible assets, acquisition priceadjustments, as well as gains and losses related to changes inpost-employment benefits. These items are described in moredetail in note 9.

3.13 Income tax
Current and deferred taxes, plus any withholding tax on royalties
and on distributions of retained earnings within the Group, arerecorded in the consolidated income statement except if they
relate to items recognized either in other comprehensive income
or directly in equity, in which case they are also recognized,
respectively, in other comprehensive income or directly in equity.
Current tax is based on the results of Group companies and is
calculated according to local rules, including any adjustments to
tax payable in respect of previous years.
Deferred tax is recognized, using the liability method, on
temporary differences arising between the tax bases of assets
and liabilities and their carrying amount in the consolidated
financial statements, using enacted or substantially enacted tax
rates that are expected to prevail when the temporary
differences reverse.

A deferred tax asset or liability is recognized on initial recognitionof transactions arising from business combinations andimpacting the accounting or taxable profit or loss.
Deferred tax assets are recognized to the extent that it isprobable that future taxable profit will be available against which
the tax loss carryforwards and the temporary differences can beoffset.

5

Deferred tax is calculated on temporary differences arising frominvestments in subsidiaries, joint ventures, and associates:
deferred tax assets are recognized if the reversal is under theentity's control and is also probable. Deferred tax liabilities arerecognized unless their reversal is controlled and not probable.
Tax positions are analyzed periodically and, if any positions are
considered unlikely to be accepted by the tax authorities, aprovision is booked for the most probable amount in order tocover the risk. Assets/liabilities resulting from uncertain tax
treatments are included in current or deferred tax assets or
liabilities in the consolidated statement of financial position.

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3.14 Business combinations and goodwill
When the Group obtains control of an entity, the businesscombination is valued and accounted for by applying theacquisition method. Goodwill is calculated at the acquisition dateas the difference between:● the fair value of the consideration transferred including, ifany, the fair value of any contingent consideration; and● the fair value at the acquisition date of the identifiableacquired assets, the liabilities and contingent liabilities
assumed.

The valuation period for a business combination does not exceed
12 months after the acquisition date.
Goodwill is allocated to cash-generating units (CGUs) or groups of
CGUs that are expected to benefit from the synergies of the
combination and that reflect the level at which the Groupmanages goodwill. Goodwill is tested for impairment annually.

3.15 Intangible assets
Intangible assets are recognized at cost. The cost of an intangible
asset acquired as part of a business combination is its fair value
at the acquisition date.
Intangible assets with indefinite useful lives are not amortized but
are tested for impairment at least once a year. Those with finite

useful lives are amortized on a straight-line basis over theirestimated useful life:● software:● brands and trademarks:● customer relationships:

3-7 years
5-20 years
5-20 years

3.15.1 CO2 emission allowances
The Group participates in the European Union's Emissions
Trading System (EU ETS). The emission allowances received orpurchased are recognized as an intangible asset at their price on
the transaction date. For emission allowances that are received
rather than purchased, a government grant is recognized inliabilities for the same amount. The cost and liability
corresponding to actual emissions and the income
corresponding to the use of the government grant are accounted
for using the price on the grant date.

3.16 Property, plant and equipment
Property, plant and equipment are measured at cost lessaccumulated depreciation and, when necessary, impairment.

expenses, research and development expenses or general andadministrative expenses.

The gross carrying amount includes the cost of acquisition or
production cost and other costs directly attributable to theacquisition or the construction of the asset (including borrowing
costs). Investment grants are initially accounted for as deferredincome and are subsequently recognized as income over theuseful life of the related asset.

The following depreciation periods, based on the expected useful
lives of the respective assets, are applied throughout the Group:

Repair and maintenance costs are expensed as incurred. Other
subsequent expenditures are included in the asset's carrying
amount or recognized as a separate asset if the recognition
criteria are met.
Property, plant and equipment are depreciated on a straight-line
basis, except land, which is not depreciated. Depreciation ofproperty, plant and equipment reflects the pattern in which theasset's future economic benefits are expected to be consumed.
Depreciation is allocated to cost of sales, sales and marketing_374● buildings and general installations of land andbuildings:● petrochemical equipment:● industrial and commercial equipment:● computer and telecommunication equipment:● vehicles:● other:

25 years
25 years
2-12 years
5 years
5 years
5-12 years

The useful lives of the assets and their respective residual values
are reviewed annually.
When assets are sold or otherwise disposed of, the difference
between the net proceeds and the net carrying amounts of theassets is recognized in “Other operating income and expenses”.

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3.16.1 Leases
A contract is, or contains, a lease if it conveys to the lessee in
return for a payment or series of payments the right to use an
asset for an agreed period of time. The Group assesses whether
a contract is or contains a lease on the inception of the lease,which is the earlier of the date of the lease agreement and thedate of commitment by the parties to the principal provisions of
the lease.
Substantially all of the Group's leases are leases where the Groupis the lessee. Leased assets are mainly real estate assets (points
of sale for the Group's integrated distribution network, sales andadministrative offices), passenger cars and forklifts.

Lease liabilities
Lease liabilities correspond to the present value of future lease
payments, excluding variable lease payments that do not dependon an index or a rate.
For contracts that include a lease component and non-lease
components (such as services), only the lease component istaken into account in calculating the present value.
The interest rate implicit in the lease is used as the discount rate
if it can be readily determined. If the implicit rate cannot bereadily determined, each Group entity uses its incremental
borrowing rate reflecting its specific credit risk, the currency of thelease and the weighted average maturity of the outstanding
lease liability.
Over the life of the contract, the interest expense increases thelease liability while the lease payments reduce it.
The carrying amount of the lease liability and the corresponding
right-of-use asset is adjusted to reflect any change in the leaseterm, any change in the assessment of an option to purchase theunderlying asset, any change in the amount that the lessee
expects to have to pay to the lessor under the residual value
guarantee or any change in future lease payments resulting froma change in an index or a rate used to determine thosepayments.

Right-of-use assets
Right-of-use assets corresponding to leased property, plant andequipment are initially measured at cost, corresponding to thesum of the present value of the outstanding lease payments atthe commencement date. Any lease payments made at or before

the commencement date, any initial direct costs and an estimateof costs to be incurred by the Group in dismantling or restoring
the underlying asset, are included in the value of the right-of-use
asset, less any lease incentives.
The right-of-use asset is depreciated over the shorter of the leaseterm and the useful life of the leased asset if the transfer ofownership of the leased asset is uncertain or is not provided forin the contract.

Enforceable period
The enforceable period of a lease is determined by taking into
account all the economic facts and circumstances (such as
contractual terms and conditions for the optional periods
compared with market rates, significant leasehold improvements,
costs relating to the termination of the lease, such as negotiation
costs, relocation costs, costs associated with returning theunderlying asset in a contractually specified condition or to acontractually specified location), and contractual options toextend or terminate the lease. Consequently, for leases that areautomatically renewable and the 3/6/9-year commercial leases
that are common in France, the enforceable period can be longer
than the period to the contractual end date. This information isused to determine the most economically relevant end date forthe lease. For certain categories of leased assets (mainly vehicles),the Group considers that there is no reasonably certain
extension option. Consequently, the duration is selected tocoincide with the initial term of the lease. For real estate leases,
the Group defines the reasonable end date of the lease, basedon the enforceable period, in line with the asset's expectedperiod of use. Accordingly, for leases with a residual term of morethan ten years, the first enforceable exit option is chosen unlessspecific information and economic circumstances lead the Groupto define a longer period.

5

Exceptions
Leases with a term not exceeding 12 months or concerning
low‑value assets (mainly computers, printers and tools) are notrecognized in the consolidated statement of financial position.
The payments related to these leases are expensed on a straightline basis over the duration of the contracts. Variable lease
payments are expensed in the period in which the triggering
event or situation occurs.

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3.17 Impairment of non-financial assets
When there is any indication that the recoverable amount of anasset (goodwill, intangible assets or property, plant andequipment) may be lower than its carrying amount, therecoverable amount of the asset is measured and if needed, an
impairment is recognized. Whether there is an indication of
impairment or not, an annual impairment test is performed for
goodwill, intangible assets with an indefinite useful life andintangible assets not ready for use, by comparing their carrying
amount with their recoverable amount.
At individual asset level, indications of impairment generally relate
to a fall in market value, technical obsolescence or an anticipatedchange of use. The recoverable amount is usually based on themarket value.
At Group level, non-financial assets (including right-of-use assets,
note 3.16.1) are combined for impairment testing purposes inthe smallest identifiable group of assets that generates cash flowsthat are largely independent of cash flows from other assets orgroups of assets (cash-generating units – CGUs).
For the tire business, CGUs are based on industrial asset groups,
generally production plants, working together to manufacture
and provide product offerings that meet the needs of customers
with similar expectations in homogeneous markets or market
segments.
CGUs related to non-tire businesses (Services and Solutions,
Experiences, High-Technology Materials and Distribution)
generally cover the scope of each of these activities.
CGUs to which goodwill has been allocated are tested annuallyfor impairment or more frequently if events or changes incircumstances indicate a potential impairment loss. For the
purpose of impairment testing, goodwill is allocated to a CGU orgroup of CGUs on the same basis as that used by the Group's
management to monitor the performance of the businesses andassess synergies deriving from business combinations.
CGUs to which no goodwill is allocated are tested for impairment
only if there is an indication that they may be impaired. In
assessing whether there is any indication that a CGU may be_376

impaired, the Group has defined three indicators for the tirebusiness CGUs. They measure respectively the trends (i) in themarket served by the CGU, (ii) in financial performance throughthe cost of sales margin and (iii) in the use of the installed
production capacity. For the non-tire business CGUs, as well as
for the distribution CGUs, the indicator used to measure trends
in financial performance serves as the triggering indicator for an
impairment test.
Recoverable amount is the higher of value in use and fair valueless costs of disposal.
For most CGUs, recoverable amount is based on value in use,which is equal to estimated future cash flows calculated using theweighted average cost of capital (WACC) as a discount rate.
Future cash flows are mainly based on the CGUs' five-year cash
flow forecasts plus a terminal value, measured by discounting
projected cash flows using the WACC. The discount rate is basedon the cost of equity capital derived from the market-expected
return on the Company's shares, the cost of debt and a risk
premium reflecting the risks associated with the countries where
the assets are located. The gearing and the beta are based ondata from comparable segments and take into account the
specificities of certain activities.
The recoverable amount of the distribution CGUs is measured atfair value less costs of disposal. Since most of these assets areland and buildings, external appraisals or other real estate
valuation techniques are applied to measure their fair value.
Any impairment loss is recognized first against goodwill, and any
remaining amount is allocated among the other non‑current
assets, proportionally to their net carrying amounts at the closing
date.
When the circumstances which previously caused non-financial
assets to be impaired no longer apply, the impairment losses arereversed accordingly. However, goodwill impairment can neverbe reversed.
Changes in impairment losses, including any reversals, arerecognized in “Other operating income and expenses”.

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3.18 Non-derivative financial assets
3.18.1 Asset categories
The Group classifies and measures its debt instruments in thefollowing categories depending on their alignment with "solely
payment of principal and interest" (SPPI) criteria and with its
business model:● amortized cost: financial assets held to maturity in order tocollect repayments from principal and interest;● fair value through profit or loss: financial assets that do notmeet the criteria to be classified as amortized costs (SPPI andHTC).

The Group measures all its unconsolidated equity investments attheir fair value. The Group chooses to use the irrevocable option
to record fair value adjustments in other comprehensive income
and the realized gains or losses on disposal are not recycled in
the income statement. The impairment losses recognized onequity investments are not shown separately from the otherchanges in fair value.

3.18.2 Initial recognition and derecognition
Purchases and sales of non-derivative financial assets arerecognized on the trade-date, i.e., the date on which the Group
commits to purchase or sell the asset. Non-derivative financial
assets are initially recognized at fair value plus transaction costs
for all financial assets not carried at fair value through profit orloss.

Non-derivative financial assets are derecognized when the rights
to receive cash flows from the assets have expired or have beentransferred and the Group has transferred substantially all therisks and rewards of ownership.

3.18.3 Measurement
Loans and receivables are measured at amortized cost using theeffective interest rate method.
Financial assets at fair value are valued by direct reference toa price quoted in an active market or on the basis of market
assumptions (note 3.6 “Fair value of financial instruments”). Gains
and losses, realized or unrealized, arising from changes in the fairvalue of financial assets at fair value through profit or loss arerecognized immediately in other operating income and expenses.

Gains and losses, realized or unrealized, arising from changes in
the fair value of financial assets at fair value throughcomprehensive income are recorded in other comprehensive
income and never impact the income statement.

5

3.18.4 Impairment
At each reporting date, the Group looks for any objective
indication of impairment of financial assets recorded atamortized cost.

When the credit risk of a financial asset at amortized cost
increases significantly, the expected credit loss is calculated overthe life of the asset.

The model for calculating the expected credit loss is determinedon the basis of the counterparty rating and the associated default
probability. The impairment loss is calculated over a period of
12 months given the non-deterioration of the credit risk of thecounterparties. It is recognized in the income statement.

If there is no longer a reasonable expectation to recover thevalue of a financial asset at amortized cost, the asset isderecognized from the consolidated statement of financial
position and impacts the income statement.

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3.19 Inventories
Inventories are carried at the lower of cost and net realizablevalue.

Net realizable value is the estimated selling price less theestimated costs of completion and sale.

The cost of raw materials, supplies and purchased finished goods
includes the purchase price and other costs directly attributable
to the acquisition. The cost of work in progress andmanufactured finished goods comprises direct labor costs, otherdirect costs and production overheads based on the normal
capacity of production facilities. Borrowing costs are expensed as
incurred. The measurement of inventories and cost of sales using
the standard cost method put in place by the Group, taking
variances into account, is close to what would be obtained using
the actual cost method.

An impairment loss is recognized when net realizable value islower than cost and is reversed when it becomes apparent thatthe circumstances which previously caused inventories to be
written down below cost no longer exist. Indications of
impairment include physical damage, obsolescence, slow‑moving
items, and market changes.

3.20 Trade receivables
Trade receivables are initially recognized at the amount
unconditionally due by the customer. The Group manages its
trade receivables in order to collect the contractual cash flows
and measures its receivables at amortized cost, according to theeffective interest rate method, after deduction of any impairment
losses.
When payment terms are less than one year, the initial fair value
and the subsequent amortized cost are equal to the nominal
amount to the extent that the receivable does not include asignificant financial component.
The Group applies the simplified approach provided under
IFRS 9, which consists of calculating the expected credit loss overthe life of the trade receivable. This model makes it possible todetermine a credit loss expected at maturity for all tradereceivables, as soon as they are recognized.
Expected credit losses are based on customer payment patterns
that have been observed over 36 months, and trade credit losses
historically recorded during this period.

An impairment loss is also recognized whenever there areobjective indications that the Group will not be able to recover allamounts due under the terms of the original transaction.
Bankruptcies, the use of legal procedures to protect against
creditors, cases of known insolvency or disappearance of the
debtor, late payments of more than six months, economic or
political risks in the country of residence of the debtor, as well as
the deterioration of the latter's solvency are all indicators thatsuggest that a trade receivable must be impaired. The amount of
the impairment loss is the difference between the carrying
amount of the asset and the present value of the estimatedfuture cash inflows at the initial effective interest rate. Before
recognizing an impairment loss, the quality of the guarantees
potentially obtained must be assessed, as well as the capacity to
implement them. The impairment loss is recognized in “Sales andmarketing expenses”.
When the receivable is irrecoverable, it is canceled by offsetting it
against the previously recognized impairment loss. Any
subsequent cash inflows corresponding to previously
derecognized receivables are recorded by reducing “Sales andmarketing expenses” in the income statement.

3.21 Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand
deposits and other short-term highly liquid investments withinitial maturities not exceeding three months. Term deposits
maturing in more than three months, but with early withdrawal

terms of less than three months with guaranteed capital andnegligible withdrawal costs are also classified as cash and cash
equivalents.

3.22 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax,
from the proceeds.
Treasury shares are presented separately in reserves. The
amount of the consideration paid, which includes directly_378

attributable costs, net of any tax effects, is recognized as adeduction from equity. When treasury shares are sold, theamount received is recognized as an increase in equity and theresulting surplus or deficit on the transaction is presented within
retained earnings.

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3.23 Non-derivative financial liabilities
Borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for atleast 12 months after the consolidated statement of financial
position date.
Non-derivative financial liabilities are recognized initially at fairvalue, net of transaction costs, and subsequently at amortizedcost. Any difference between the issue proceeds (net oftransaction costs) and the redemption value is recognized in theincome statement over the period of the borrowing using theeffective interest method.
The fair value of the liability portion of a convertible bond isdetermined using a market interest rate for an equivalent
non‑convertible bond. This amount is recorded as a liability atamortized cost. The remainder of the proceeds (after deducting
the debt component), representing the value of the conversion
option, is recognized:● in equity if the exercise of the option results in the delivery ofa fixed amount of shares – the initial value of the option is
not subsequently remeasured; or● as a financial liability at fair value through profit or loss incases where the conversion option does not meet thecriteria for recognition in equity.
To the extent that borrowings are hedged by qualifying fair value
hedges, the carrying amount of the hedged item is adjusted forthe change in fair value attributable to the risk being hedged.

3.24 Employee benefit obligations
Wages, salaries, social security contributions, payments todefined contribution plans, annual leave and sick leave payments,
bonuses and non-monetary benefits are recognized in the year
in which the associated services are rendered by the employees.

Where employee benefits, such as certain pension plans, otherpost-employment benefits and other long-term benefits, areprovided by the Group, a liability or an asset and the related costs
are recognized.

3.24.1 Pension and other post-employment benefits
Post-employment benefits are benefits payable after
employment ceases. The Group provides retirement benefits formost of its employees, either directly or by contributing to
independently administered funds. The benefits provided by theGroup vary according to the legal, tax and economic situation ineach country and are usually based on one or more factors suchas employees' compensation, age and years of service. The
obligations relate both to current retirees and to the entitlementsof future retirees.

Group management policies regarding post-employment
benefits have led to the transformation of defined benefit plans
into defined contribution benefit plans since the early 2000s.
Nevertheless, a significant portion of the post-employment
benefit plans provided by the Group are still defined benefit
plans. They are either externally funded plans (mainly pension
plans), for which the plan assets are held separately inindependently administered funds, or unfunded plans such as
healthcare plans and end-of-service benefit plans.

The Group provides post-employment benefits under defined
contribution plans and defined benefit plans.

Post-employment benefit obligations, and the related current
service cost, are measured using the projected unit credit
method.

In the case of defined contribution plans, the Group pays fixed
contributions to fund managers or insurance companies. Oncethe contributions have been paid, the Group has no legal orconstructive obligation to make further contributions if the funddoes not hold sufficient assets to pay the benefits expected by
the beneficiaries.
The regular contributions are recognized as an expense for theyear in which they are due and, as such, are included in cost of
sales, sales and marketing expenses, research and development
expenses or general and administrative expenses.

5

A defined benefit plan is a plan that defines an amount ofbenefits that the Group is committed to pay to current andformer employees.
All defined benefit plans are subject to actuarial valuations carriedout annually for the largest plans and on a regular basis for otherplans. These actuarial valuations are carried out with the help of
independent actuaries. Actuarial assumptions, primarily discountrates, projected salary increase rates, inflation rates and expected
growth in healthcare costs are incorporated into the actuarial
valuations and reviewed annually.

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The liabilities or assets recognized in the consolidated statementof financial position in respect of defined benefit planscorrespond to the present value of the defined benefit obligation
at the reporting date, less the fair value of plan assets. They take
into account any unrecognized assets not available in the form ofrefunds or a reduction in future contributions.
The present value of the defined benefit obligation corresponds
to the estimated future cash outflows, calculated using a discountrate established by reference to a market rate based on interest
rates of high-quality corporate bonds that have maturities
approximating the duration of the related post‑employment
benefit obligation.
A net asset is recognized only to the extent that it represents afuture economic benefit that is actually available to the Group in
the form of refunds from the plan or reductions in futurecontributions.
When a defined benefit plan is subject to a minimum funding
requirement (MFR), the Group determines whether paying thesecontributions may give rise to a surplus in that defined benefit
plan. To the extent that the surplus in the plan exceeds theavailable economic benefits, the Group immediately recognizes adecrease in the defined benefit asset or an increase in thedefined benefit liability.
Actuarial gains and losses arising from experience adjustments
and changes in actuarial assumptions are recognized in othercomprehensive income in the period in which they arise.
Past service costs may arise when new defined benefit plans are
set up, when changes to benefits payable under an existing
defined benefit plan are introduced or when curtailments occur.
They are recognized immediately in the income statement.
The Group's net benefit plan cost recognized in the income
statement includes the current service cost for the period,
curtailment and settlement gains and losses, past service cost, as
well as actuarial gains and losses arising under other long‑term
benefit plans. Net interest on the net defined benefit liability(asset) is recognized outside operating income.

3.24.2 Share-based payments
Share grants and performance share plans

Employee share ownership plan

The Group may adopt plans to grant free shares of the Company
to certain employees or to its Managers.

The Group may offer most of its employees the opportunity toparticipate in a share ownership plan allowing them to purchase
Company shares.

The grant date is the date when the Managing Chairman decides
on the list of plan beneficiaries and the number of performance
shares granted to them.
The fair value of the performance shares granted corresponds to
the Company's share price on the grant date less:● the present value of dividends that will not be received by the
grantees during the vesting period;● the value of the stock market performance condition on the
grant date, which depends on the probability of the condition
being fulfilled.

These shares, which are subject to certain restrictions relating totheir sale or transfer, may be purchased by the employees at a
subscription price based on the Michelin share price, less a
discount. The benefit granted to the employees equals thedifference between the shares’ fair value and their purchaseprice, multiplied by the number of shares acquired.
It is expensed immediately by the Group, as no vesting period
applies, and is recognized under “Employee benefit costs – sharebased payments”, within “Segment other income and expenses”.

The number of shares that will ultimately be issued at the end of
the vesting period depends on the extent to which the service
conditions and any Group-related performance conditions aremet.
The total benefit cost is based on the fair value of theperformance shares and the estimated number of shares thatwill ultimately be issued. This cost is recognized over the vesting
period and is recognized in “Segment other income andexpenses”.

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3.25 Provisions
Provisions are recognized when a legal or constructive obligation has been incurred that will probably lead to an outflow of resourcesthat can be reasonably estimated.
Provisions for reorganizations and adaptation of activities are recognized when the Group has a detailed formal plan that has beenannounced.
Provisions are recorded at the net present value of the estimated cash outflows.

3.26 Trade payables
Trade payables are recognized initially at fair value and aresubsequently measured at amortized cost using the effective
interest method.

● the date of payment to the supplier or the bank, whichever isthe case, corresponds to the payment date indicated on theinvoice;

The Group has put in place paying agent agreements with several
financial institutions. Under these agreements, the financial
institution acts as a paying agent with respect to invoices due tosuppliers who have entered into a bilateral agreement with thefinancial institution in order to be in position to factor their tradereceivables from the Group.

● the Group is not affected by the factoring cost because thediscount is borne by the supplier and is paid directly to thebank.

The agreements' classification in trade payables is supported by amulti-criteria analysis. In particular:● the factoring transaction is completely independent from thecommercial relationship;

Trade payables concerned by the program are presented
separately in the consolidated statement of financial position
under “Trade payables covered by reverse factoring contracts”. In
the consolidated statement of cash flows, these transactions areincluded in cash flows from operating or investing activities (note31).

● the supplier has full discretion to decide – on a case-by-casebasis – whether to factor its receivables;

5Note 4. CHANGES IN SCOPE OF CONSOLIDATION
4.1

Transactions in 2023

4.1.1 Flex Composite GroupOn September 26, 2023, the Group completed the acquisition of all the outstanding shares of Flex Composite Group, Europe’s leading
manufacturer of high-tech fabrics and films, for an enterprise value of €700 million. This acquisition marks a significant step forward indeveloping the Group beyond mobility and positioning it as a player in polymer composite solutions.
The purchase price allocation process was launched during the period and provisional goodwill of €576 million was recognized at
December 31, 2023, as shown in the following table:
At the acquisition date(in € millions)

Fair value of consideration transferred

554

Consolidated net assets

22

PROVISIONAL GOODWILL

576

The identification and measurement of the identifiable assets acquired and the liabilities assumed at their fair value at the acquisition
date began in the second half of 2023 and will be completed within 12 months of the acquisition date, i.e., no later than September 26,
2024. In the period from its acquisition and full consolidation to the reporting date, Flex Composite Group contributed €46 million to
consolidated sales and €9 million to segment operating income.

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4.1.2 EGC Entreprises
On January 31, 2023, the Group acquired all outstanding shares in US company EGC Enterprises, Inc., a manufacturer of graphite-based
sealing products with locations in Ohio and North Carolina. EGC products are designed for use in high-temperature and high-pressure
applications in the fluid sealing, heavy equipment, aerospace and thermal management sectors.
The company was fully consolidated in the first half of the year, and the purchase price allocation was completed in the second half.
Following this allocation, goodwill of €18 million was recognized at December 31, 2023, as shown in the following table:
At the acquisition date(in € millions)

Fair value of consideration transferred

49

Consolidated net assets(31)

FINAL GOODWILL

18

EGC contributed €14 million to the Group’s sales and €3 million to segment operating income for 2023.

4.1.3 Watèa
Watèa offers a purpose-designed electric mobility solution for light truck fleets.
In April 2023, Crédit Agricole Leasing & Factoring acquired a 30% stake in Watèa by underwriting a €31 million share issue.
In light of the resulting change in its governance structure, the Group considered that Watèa had become a joint venture as of thetransaction date.
Its share of Watèa’s net assets was therefore remeasured at fair value at the transaction date, leading to the recognition of a €68 million
positive fair value adjustment under “Other operating income and expenses” in the consolidated income statement.

4.1.4 Blacksmith
The US company Blacksmith OTR LLC manufactures and markets
tires for height work platforms, such as aerial work platforms andtelescopic forklifts.

On December 31, 2023 the Group sold all of Blacksmith’s
outstanding shares for €60 million, incurring a disposal loss of €5
million.

In April 2023, the Group increased its interest in the company
from 50% to 100%, at a cost of €39 million.

In 2023, Blacksmith was fully consolidated during the period inwhich it was controlled by the Group. During this period, it
contributed €51 million to the Group's sales and €6 million to its
segment operating income.

4.1.5 Russia
Following approval from the relevant Russian authorities, theGroup sold its two subsidiaries, Michelin Russian Tyre
Manufacturing Company LLC (MRTMC) and Camso CIS LLC, on
May 26, 2023.
At December 31, 2022, an impairment loss of €139 million,
corresponding to the portion of the Russian net assets that theGroup believed to be unrecoverable, was recorded in “Other

operating income and expenses”. At December 31, 2023, afurther loss of €54 million was recorded under the same caption(note 9), corresponding for the most part to cumulativetranslation differences reclassified to profit or loss on disposal of
the underlying net assets.

4.1.6 Other
During 2023, the Group completed several other investments and acquisitions that were individually not material, representing a total
investment of €39 million. The companies and controlling interests acquired contributed €6 million to consolidated sales and€0.2 million to segment operating income for the period.

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4.2

Transactions in 2022

4.2.1

Royal Lestari Utama (RLU)

The July 27, 2022 acquisition of RLU led to the recognition of provisional goodwill of €46 million.
The final purchase price allocation resulted in the recognition of goodwill in the amount of €38 million, as shown in the following table:
Net assets(in € millions)

Fair value of consideration transferred

79

Fair value of net assets acquired(41)

of which: value of land recognized in property, plant and equipment as part of the purchase price allocation(15)

FINAL GOODWILL

38

4.2.2 Conveyor Products & Solutions
The final purchase price allocation resulted in the recognition of goodwill in the amount of €26 million at December 31, 2023, as shownin the following table:
Net assets(in € millions)

Fair value of consideration transferred

50

Fair value of net assets acquired(24)of which: contractual customer relationships(23)of which: deferred tax liabilities

7

FINAL GOODWILL

26

Goodwill has been allocated in full to the Mining group of CGUs. In 2023, Conveyor Products & Solutions contributed €45 million to
consolidated sales, €9 million to segment operating income and €4 million to net income.

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Note 5. SEGMENT REPORTING
Segment information is presented according to the following
three operating segments:● automotive and related distribution;● road transportation and related distribution;● specialty businesses and related distribution.
The Specialty businesses include the Mining, Beyond-road,Two‑wheel and Aircraft tire activities as well as the Conveyor Beltsand High-Tech Materials activities. The Services & Solutions
businesses are included for the most part in the “Roadtransportation and related distribution” segment.
Operating segment performance is measured primarily on thebasis of sales and segment operating income, calculated
according to the same measurement principles used in the
consolidated income statement.

Segment assets consist of property, plant and equipment, rightof-use assets, goodwill, other intangible assets, finished productinventories and trade receivables. Corporate intangible assets
and property, plant and equipment are allocated to eachsegment in proportion to the amount of their directly attributed
assets. The amounts provided to the Group's management inrespect of operating segment assets are measured in a mannerconsistent with the consolidated financial statements. Capital
expenditure consists of additions of property, plant andequipment and intangible assets.
No operating liabilities are allocated to the segments in theinternal report provided to the Group's management.

Segment information is as follows:2023(in € millions)Road
Automotive transportation
and related
and related
distribution
distribution

2022
Specialty
businesses
and related
distribution

Total

Road
Automotive transportation
and related
and related
distribution
distribution

Specialty
businesses
and related
distribution

Total

PROFIT AND LOSSINFORMATION
Sales

14,339

6,975

7,029

28,343

14,138

7,462

6,990

28,590

Segment operating
income

1,959

456

1,157

3,572

1,711

641

1,044

3,396

As a percentage
of sales

13.7%

6.5%

16.5%

12.6%

12.1%

8.6%

14.9%

11.9%

Goodwill, otherintangible assets,
PP&E
and right-of-use
assets

8,125

3,925

6,068

18,118

8,100

3,920

5,359

17,379Finished productinventories

1,520

814

1,003

3,337

1,708

951

1,129

3,788

Trade receivables

1,867

1,096

887

3,850

1,789

1,328

1,088

4,205

Total segment
assets

11,512

5,835

7,958

25,305

11,597

6,199

7,576

25,372

1,234

578

424

2,236

1,150

560

431

2,141

SEGMENT ASSETSOTHERINFORMATION
Capital expenditure

Sales recognized at the time when control of the goods orservices is transferred to the customer represented 97.3% ofGroup sales in 2023 (2022: 97.5%). These sales totaled€27,565 million (2022: €27,873 million). They mainly include salesof tires for the original equipment market and the replacement
market, as well as sales of Fenner conveyor belts.

_384

In 2023, the amount recognized in sales for performanceobligations satisfied over time stood at €778 million, representing
2.7% of total sales for the year (2022: €717 million and 2.5%).
This amount corresponds for the most part to revenue derived
from commercial fleet tire management contracts and contracts
for the supply of telematics services, as described in note 3.8.

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2023 consolidated financial statements

Segment reporting assets are reconciled to total Group assets as follows:
December 31, 2023

December 31, 2022

Total segment assets

25,30525,372

Non-current financial assets and other non-current assets

1,605

1,161

871

1,102

(in € millions)

Investments in equity-accounted companies
Deferred tax assets
Other net inventories (raw materials and supplies, work in progress)

932

630

2,110

2,530

Current financial assets

512

652

Other current assets

1,345

1,315

Cash and cash equivalents

2,515

2,584

TOTAL GROUP ASSETS

35,19535,346

Information by region breaks down as follows:
2023

2022

EuropeNorth
America

Other

Total

Sales

9,891

11,098

7,354

Goodwill, other intangible assets,
PP&E and right-of-use assets

7,776

5,563

Capital expenditure

1,118

659

(in € millions)

Europe includes the Western and Eastern European countries.
North America includes Mexico. Asian, South American,
Middle‑Eastern, Oceanic and African countries are includedin Other.
The Group sales information is based on the location of thecustomer.

EuropeNorth
America

Other

Total

28,343

10,14010,9207,530

28,5904,779

18,118

7,194

5,331

4,854

17,379

459

2,236

1,046

685

410

2,141

Sales generated in France amounted to €2,502 million (2022:€2,484 million). The goodwill, intangible assets and PP&E locatedin France amounted to €3,200 million (2022: €2,564 million).
In 2023 and 2022, approximately 80% of North American sales
were generated in the United States.

5

No single external customer accounted for 10% or more of theGroup’s sales in 2023 and 2022.

Note 6. EXPENSES BY NATURE
The following segment operating costs are allocated by function to the appropriate expense headings in the income statement:
2023

2022

(10,684)(10,815)

Employee benefit costs(7,397)(6,938)Transportation of goods(1,485)(2,056)

Depreciation and amortization(1,917)(1,866)

Other expenses(3,288)(3,519)(24,771)(25,194)(in € millions)

Raw materials and consumables used and changes in finished product inventories(1)

EXPENSES BY NATURE(1) Excluding amortization of trademarks and customer relationships acquired through business combinations.

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Note 7. EMPLOYEE BENEFIT COSTS
Employee benefit costs are allocated by function to the appropriate expense headings in the income statement:
2023

2022

Wages and salaries(5,939)(5,545)

Payroll taxes(in € millions)(1,098)(1,027)

Defined benefit plan costs (note 27.1)

(78)

(105)

Defined contribution plan costs (note 27.2)

(256)

(253)

Share-based payments – current service cost (note 25)

(30)

(20)

(7,401)(6,950)EMPLOYEE BENEFIT COSTS(1)(1) Of which €7,397 million recognized in “Segment operating income” (note 6) and €4 million in “Other operating income and expenses” (note 9).

The average number of employees on payroll in 2023 was 132,276 (2022: 128,287).

Note 8. SEGMENT OTHER INCOME AND EXPENSES
Segment other income and expenses are recognized in theincome statement as follows:(in € millions)2023

Share-based payments – current service cost (note 28.1)

(30)

(20)

-

(21)

Employee share ownership plan cost (note 28.2)

2022

Other income/(expenses)

(44)

15

SEGMENT OTHER INCOME AND EXPENSES

(74)

(26)

(in € millions)

2023

2022

Amortization of acquired trademarks and customer relationships (note 9.1)

(91)

(78)

Reorganization and adaptation of activities (note 9.2)

(522)

(73)

Impairment of non-current assets (note 9.3)

(272)

(36)

(4)

(12)

Note 9. OTHER OPERATING INCOME AND EXPENSES
Other operating income and expenses are detailed in the table below:

Employee benefit obligations (note 9.4)
Other (note 9.5)

(31)

(176)

OTHER OPERATING INCOME AND EXPENSES

(920)

(375)

9.1

Amortization of acquired trademarks and customer relationships

Amortization of intangible assets recognized in the course of a business combination amounted to €91 million in 2023 (2022:€78 million):● €39 million related to amortization of brands or trademarks (2022: €27 million);● €52 million related to amortization of customer relationships (2022: €51 million).

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9.2

Reorganizations and adaptation of activities

9.2.1 Year ended December 31, 2023
On October 26, the Group announced its intention to wind down
passenger car tire production activities at its Ardmore plant in the
United States. The wind-down, which impacts approximately
1,400 people, should be completed by the end of 2025.
At December 31, a provision expense of €194 million wasrecorded, primarily covering closure costs of €122 million andimpairment losses of €72 million (Impairment of non-current
assets presented in note 9.3).

On November 28, the Group announced its decision to cease
production at the Karlsruhe and Trier sites, as well as the
manufacture of new tires and semi-finished products at
Homburg. The sites concerned mainly produce truck tires.
Michelin will also transfer the Customer Contact Center fromKarlsruhe to Poland. A total of 1,532 employees will be impacted
by these operations, which should be completed by the end of2025.
At December 31, a provision expense of €412 million wasrecorded, covering closure costs of €316 million and impairment
losses of €96 million (Impairment of non-current assets
presented in note 9.3).

9.2.2 Year ended December 31, 2022
The net amount set aside in provisions in 2022 for the competitiveness plan’s third Collective Settlement Agreement (Accord de Rupture
Conventionnelle Collective 3) in France amounted to €24 million. In addition, various provisions totaling €49 million were set aside tofurther improve the Group's manufacturing and service competitiveness in a number of countries, including the United States, Italy andGermany.

9.3

Impairment of non-current assets

9.3.1 Year ended December 31, 2023
Impairment losses of €168 million were recognized on assets concerned by the restructuring of the Ardmore production plant in the
United States and the German plants (note 9.2.1).
In addition, impairment losses were recognized on:5● intangible assets, for €12 million;● property, plant and equipment, for €92 million, mainly on plantations.

9.3.2 Year ended December 31, 2022
This amount includes impairment losses on intangible assets for €21 million and on property, plant and equipment for €15 million.

9.4

Employee benefit obligations

No material events occurred in 2023 or 2022.

9.5

Other

9.5.1 Year ended December 31, 2023
The amount reported under this caption includes income of €68 million corresponding to the fair value adjustment of Watèa's net
assets retained by the Group (note 4.1.3), a loss of €54 million corresponding to the additional loss recognized on disposal of theGroup’s operations in Russia and consisting for the most part of the translation reserve reclassified to the income statement (note
4.1.5), and a cost of €24 million relating to Group perimeter changes.

9.5.2 Year ended December 31, 2022
The amount of €176 million mainly included impairment losses and provisions related to the Group’s operations in Russia, for €139
million (note 4.1.5) and a €13 million provision for the restructuring of Fenner’s conveyor belt business in the United Kingdom which isheavily exposed to the Russian market.

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Note 10. COST OF NET DEBT AND OTHER FINANCIAL INCOME AND EXPENSES
Cost of net debt and other financial income and expenses are broken down in the table below:(in € millions)

2023

2022

Interest expense

(259)

(276)

Interest expense on lease liabilities

(43)

(31)

Interest income on cash, cash equivalents and cash management financial assets

130

12

Interest rate derivatives

(29)

60

Fees on credit lines

(6)

(8)

Capitalized borrowing costs

9

4

(198)

(239)

COST OF NET DEBT
Net income from financial assets (other than cash and cash equivalents and cash management financial
assets)52

21

Currency remeasurement (including currency derivatives)

(87)

(59)

Other

37

16

OTHER FINANCIAL INCOME AND EXPENSES

2

(22)

10.1 Derivatives not accounted for using hedge accounting
As described in the financial risk management policy, the Group's
financing activities are mostly centralized (note 33.1.2) and theinterest rate risk is managed through the use of "plain vanilla"
derivative instruments (note 33.1.4). As a consequence:● most borrowings are denominated in euros (note 26);
● some of these borrowings are subsequently swapped into
foreign currencies to finance the foreign subsidiaries; and● derivatives are purchased to manage the interest rate risk inthese currencies (note 16).

The process is described in the summary table in note 33.2.3.
Although these transactions provide effective economic hedges,
they do not qualify for hedge accounting under IFRS and
therefore they cannot be recognized as cash flow hedges as
described in note 3.5. Fluctuations in the derivatives' fair values
are therefore accounted for in the income statement. The
decrease in fair value during the year due to changes in interest
rates amounted to €29 million (2022: increase of €60 million) andis included in “Cost of net debt” under "Interest rate derivatives".

10.2 Ineffective hedges
The effectiveness of the hedge is determined at the beginning of
the hedging relationship and through periodic prospective
effectiveness assessments to ensure that an economic
relationship exists between the hedged item and the hedging_388

instrument. A hedging relationship may become ineffective if thetiming of the planned transaction changes from the original
estimate. This ineffectiveness is not material.

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2023 consolidated financial statements

Note 11. INCOME TAX(in € millions)

2023

2022

Current tax expense (note 18.2)

(849)

(625)

Deferred tax benefit/(expense) (note 18.1)

342

(22)

INCOME TAX

(507)

(647)

Current tax includes €33 million of withholding tax on royalties and retained earnings distributed between Group companies (2022:€39 million). Current tax rose by €224 million in 2023.
The Group's tax proof is presented in the table below:(in € millions)

2023

2022

Income before taxes

2,490

2,656

Tax calculated using domestic tax rates applicable to income in the respective countries

(472)

(556)

Tax effect of: untaxed transactions

(13)

(52)

 deferred tax assets not recognized during the year

(41)

(47)

 net change in unrecognized deferred tax assets

1143

 changes in tax rates
 taxes with no tax base (tax credits, withholding tax, etc.)

-

(5)

(2)

(20)

 other items

10

(10)

INCOME TAX

(507)

(647)

Effective tax rate

20.4%

24.4%

The Group has operations in various countries that have different
tax laws and rates. The weighted average domestic tax rate ofGroup companies may therefore vary from year to year
depending on the relative size of taxable incomes.

The difference between effective tax rates and theoretical rates(18.9%) is particularly due to unrecognized deferred tax assets,
withholding taxes, tax credits and other taxes not based on
income.

In 2023, the effective tax rate stood at 20.4% (2022: 24.4%). The
difference is due to unrecognized deferred tax assets in 2022
(primarily related to Russia) and the increase in profit fromequity‑accounted companies in 2023.

The utilization of deferred tax assets is periodically reviewed at
the tax entity level and may lead to the recognition of previously
unrecognized deferred tax assets.

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2023 consolidated financial statements

Note 12. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing income
attributable to the shareholders of the Company by the weighted
average number of shares outstanding during the year, excluding
shares bought back by the Group and held as treasury shares.
Diluted earnings per share are calculated by adjusting theweighted average number of shares outstanding to assume
conversion of all dilutive potential shares. At December 31, 2023,

the only potentially dilutive financial instruments consisted ofperformance shares (note 28.1).
No share transactions affecting the weighted average number ofshares used to calculate basic earnings per share and diluted
earnings per share occurred after the end of the 2023 reporting
period.

Net income (in € millions), excluding non-controlling interests
 Less, estimated General Partners’ profit shares

2023

2022

1,983

2,001

(3)

(2)

Net income attributable to the shareholders of the Company used to calculate basic earnings
per share

1,980

1,999

Weighted average number of shares outstanding (thousands of shares) used to calculate basic
earnings per share

714,188712,364

5,450

4,886

719,638

717,250

 Basic

2.77

2.81

 Diluted

2.75

2.79

 Plus, adjustment for performance shares
Weighted average number of shares used to calculate diluted earnings per share
EARNINGS PER SHARE (in €)_390

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Note 13. GOODWILL AND INTANGIBLE ASSETS
Changes in goodwill and intangible assets are as follows:(in € millions)

Gross carrying amounts at January 1, 2022

Goodwill

Intangible assets

Total

2,393

4,125

6,518

Translation adjustments

88

31

119

Additions (including new emission allowances: €56 million)

-

278

278

Disposals

-

(200)

(200)

107

34

141

-

9

9

2,588

4,277

6,865

(50)

(17)

(67)

-

276

276

-

(122)

(122)

601

47

648

Changes in scope of consolidation
Transfers and other
Gross carrying amounts at December 31, 2022
Translation adjustments
Additions (including new emission allowances: €44 million)
Disposals
Changes in scope of consolidation
Transfers and other

-

12

12

Gross carrying amounts at December 31, 2023

3,139

4,473

7,612

Amortization and impairment at January 1, 2022

(107)

(2,314)(2,421)

Translation adjustments

1

(34)

(33)

Amortization

-

(286)

(286)

Net impairment

(52)

(15)

(67)

Disposals

-

174

174

Changes in scope of consolidation

-

3

3

Transfers and other

-

(2)

(2)

(158)

(2,474)(2,632)

Amortization and impairment at December 31, 2022
Translation adjustments

3

17

20

Amortization

-

(304)

(304)

Net impairment

(11)

1

(10)

Disposals

-

82

82

Changes in scope of consolidation

9

3

12

Transfers and other

-

(4)

(4)

(157)

(2,679)(2,836)

Amortization and impairment at December 31, 2023
NET CARRYING AMOUNTS AT DECEMBER 31, 2023

2,982

1,794

4,776

Net carrying amounts at December 31, 2022

2,430

1,803

4,233

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13.1 Goodwill
At December 31, 2023, goodwill allocated to the CGUs or groups of CGUs is as follows:
December 31, 2023

December 31, 2022

Passenger car tires – global brands CGU group

435

429

(in € millions)

Passenger car tires – regional brands CGU

165

172

Light truck and Truck tires CGU group

641

644

Mining CGU group

278

289

Two-wheel tires CGU

21

20

Beyond-road tires CGU

707

741

High-Tech Materials CGU group

159

135

Flex Composite Group*

576

-

2,982

2,430

GOODWILL*

pending completion of the allocation

Goodwill has been tested for impairment using the following two
main assumptions:● the terminal value takes into account an annual growth ratethat depends on the type of business and the countries
where the assets are located;● the CGUs' future cash flows are discounted using the aftertax weighted average cost of capital (WACC) applied to aftertax cash flows. They are determined by geographical region
taking into account the features of the business.

After-tax discount rates and perpetual growth rates used in 2023 for terminal value calculations are presented in the table below:
WACC

Perpetual growth rate

8.7

1.5

Passenger car tires – regional brands CGU

8.1

1.2

Light truck and Truck tires CGU group

9.1

1.1

Mining CGU group

10.1

1.5

Two-wheel tires CGU

9.0

1.4

Beyond-road tires CGU

8.5

1.8

High-Tech Materials CGU group

9.1

2.5

(%)

Passenger car tires – global brands CGU group

A 50-basis point increase in WACC combined with a 100-basis
point decrease in the perpetual growth rate applied to thegroups of CGUs would not lead the Group to recognize any
significant amount of impairment.
Projected future cash flows used for impairment testing of fixed
assets include capital expenditure to be made to fulfill theGroup's energy transition ambitions (note 2.5).
Internal analyses of the effects of climate change have not led tothe identification of any significant risk that could lead to an
impairment in value of the Group’s assets.

_392

For CGUs or groups of CGUs to which goodwill has been
allocated, a simulated impairment test has been carried out bylimiting estimates of future cash flows to the next 20 years basedon constant cash flows after the fifth year. Under this unfavorable
scenario, total future cash flows would represent €170 million
less than the value of the Group’s assets.
To take into account the effect of applying IFRS 16, right-of-use
assets have been included in the assets to be tested, thecorresponding lease liabilities have been deducted from thevalue of the CGUs concerned and values in use include lease
payments determined in accordance with IFRS 16.

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13.2 Intangible assets
In 2023, additions to intangible assets, amounted to €276 million (2022: €278 million), breaking down as follows:● software: €207 million;● CO2 emission allowances: €44 million;● other: €25 million.

13.2.1 Software
The net carrying amount of software at December 31, 2023 was €704 million (2022: €692 million). Software is initially recognized at cost,
including the cost of acquisition or production and other costs directly attributable to the acquisition or production of the software.

13.2.2 Brands and trademarks
At December 31, 2023 the net carrying amount of trademarks was €294 million (2022: €323 million), of which € 9 million related to
trademarks with indefinite useful lives. These amounts correspond mainly to the value of brands and trademarks recognized as part ofbusiness combinations.

13.2.3 Customer relationships
At December 31, 2023, the net carrying amount of customer relationships in the consolidated statement of financial position was €602
million (2022: €612 million). These amounts correspond primarily to the value of customer lists recognized in connection with businesscombinations (mainly Fenner and Camso).

13.2.4 CO2emission allowances (EU ETS)At December 31, 2023 the net carrying amount of emission allowances was €105 million (2022: €89 million) for 2.1 million tonnes (2022:
2.2 million tonnes).

13.2.5 Development costs
No tire development costs were capitalized in 2023 or 2022 as
the criteria for recognition as intangible assets were not met. To
be recognized as an asset, the development costs incurred for a
new product or a significant product renewal project must fulfill
six criteria. One of these criteria requires the entity todemonstrate the existence of a market for the output of theintangible asset. The existence of a market is demonstrated only
when the Group has obtained OEM approval and when themargin generated by the purchase volumes proposed by the
manufacturers is in line with Group objectives. In practice, thecorresponding development costs are incurred at a stage of the
project which is prior to OEM approval.

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2023 consolidated financial statements

Note 14. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS
14.1 Property, plant and equipment
Changes in property, plant and equipment are as follows:(in € millions)

Gross carrying amounts at January 1, 2022

Land andbuildings

Plant andindustrial
equipment

Otherequipment

Total

7,067

21,4391,537

30,043

Translation adjustments

154

600

15

769

Acquisitions

377

1,415

127

1,919

Disposals

(77)

(463)

(47)

(587)

Changes in scope of consolidation

15

12

197

224

Transfers and other

41

(29)

1

13

Gross carrying amounts at December 31, 2022

7,577

22,974

1,830

32,381

Translation adjustments

(107)

(410)

(30)

(547)

Acquisitions

350

1,511

143

2,004

Disposals

(94)

(534)

(49)

(677)

Changes in scope of consolidation

(21)

(27)

5

(43)

Transfers and other

(33)

22

1

(10)

Gross carrying amounts at December 31, 2023

7,672

23,536

1,900

33,108Depreciation and impairment at January 1, 2022

(3,407)(14,298)(1,107)(18,812)

Translation adjustments

(59)

(376)

(20)

(455)

Depreciation(201)(1,132)(85)(1,418)Net impairment

(14)

(16)

(6)

(36)

Disposals

56

418

38

512

Changes in scope of consolidation

(4)

(7)

(14)

(25)

Transfers and other

(14)

(6)

9

(11)

(3,643)(15,417)(1,185)(20,245)

67

305

21

393

Depreciation(205)(1,160)(91)(1,456)

Net impairment

(30)

(150)

(78)

(258)

Disposals

48

521

45

614

Changes in scope of consolidation

40

49

11

100

Depreciation and impairment at December 31, 2022
Translation adjustments

(4)

7

1

4

Depreciation and impairment at December 31, 2023

Transfers and other(3,727)(15,845)(1,276)(20,848)

NET CARRYING AMOUNTS AT DECEMBER 31, 2023

3,945

7,691

624

12,260Net carrying amounts at December 31, 2022

3,934

7,557

645

12,136

PP&E in progress amounted to €2,589 million (2022: €2,433 million).
Accumulated impairment losses included in total "Depreciation and impairment" at December 31, 2023 amounted to €645 million(2022: €487 million).

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14.2 Right-of-use assets
Right-of-use assets can be analyzed as follows:
Right-of-use assets
Right-of-use assets Plant and industrial Right-of-use assets
Land and buildings
equipment
Other equipment(in € millions)

Gross carrying amounts at January 1, 2022

Total

1,286

132

295

1,713

Translation adjustments

22

5

6

33

New leases

150

9

39

198

Disposals

(58)

(28)

(26)

(112)

Changes in scope of consolidation

18

-

2

20

Transfers and other

(15)

(1)

(2)

(18)

1,403

117

314

1,834

Translation adjustments

Gross carrying amounts at December 31, 2022

(28)

(2)

(6)

(36)

New leases

270

27

66

363

Disposals

(84)

(27)

(24)

(135)

8

1

(11)

(2)

Changes in scope of consolidation
Transfers and other

(17)

(1)

(10)

(28)

Gross carrying amounts at December 31, 2023

1,552

115

329

1,996

Depreciation and impairment at January 1, 2022

(484)

(61)

(134)

(679)

Translation adjustments
Depreciation

(5)

(2)

(2)

(9)

(154)

(34)

(52)

(240)

Net impairment

(4)

-

(1)

(5)

Disposals

55

28

25

108

-

-

-

-

(5)

4

2

1

(597)

(65)

(162)

(824)

Changes in scope of consolidation
Transfers and other
Depreciation and impairment at December 31, 2022
Translation adjustments
Depreciation

10

1

3

14

(168)

(28)

(52)

(248)

Net impairment

(2)

-

-

(2)

Disposals

84

27

24

135

Changes in scope of consolidation

4

-

1

5

Transfers and other

(2)

-

8

6

Depreciation and impairment at December 31, 2023

(671)

(65)

(178)

(914)

NET CARRYING AMOUNTS AT DECEMBER 31, 2023

881

50

151

1,082

Net carrying amounts at December 31, 2022

806

52

152

1,010

Some leases are recorded directly as an expense in the income
statement on a straight-line basis over the life of the lease.

● leases of low-value assets, representing an expense of €49
million in 2023 (2022: €41 million);

This is the case for:● variable lease payments not taken into account to determine
the lease liability, representing an expense of €14 million in
2023 (2022: €22 million).

● Short-term leases, representing an expense of €51 million in
2023 (2022: €51 million);

5

Undiscounted future lease payments are analyzed by maturity innote 33.2.1.

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Note 15. NON-CURRENT FINANCIAL ASSETS AND OTHER NON-CURRENT ASSETS
The carrying amount of the non-current financial assets and other non-current assets is analyzed in the table below:
December 31, 2023

December 31, 2022

Equity investments (note 15.1)

412

387

Loans and deposits (note 15.2)

540

229

Solesis preferred shares

250

249

(in € millions)

Derivative instruments (note 16.1)

83

55

Pension plan surpluses (note 27.1)

305

231

Other

15

10

1,605

1,161

NON-CURRENT FINANCIAL ASSETS AND OTHER NON-CURRENT ASSETS

15.1 Equity investments
Unconsolidated equity investments consist primarily of a portfolio of shares in unlisted companies (note 33.4).
Movements in the portfolio during the year are presented in the table below:(in € millions)

2023

2022

At January 1

387

279

Translation adjustments(5)5Acquisitions

28

46

Disposals--

Changes in scope of consolidation--

Fair value changes

257

AT DECEMBER 31

412

387

December 31, 2023

December 31, 2022

618

274

15.2 Loans and deposits
The carrying amount of loans and deposits is analyzed in the table below:(in € millions)

Gross loans and deposits
Impairment

(78)

(45)

TOTAL

540

229

Loans and deposits mainly include loans to companies accounted for by the equity method and various loans to customers, pension
funds and employees.
The increase in loans and deposits at December 31, 2023 primarily reflected a €254 million loan to the UK pension fund as part of theasset buyback project under the current plan.

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Note 16. DERIVATIVE INSTRUMENTS
As mentioned in note 3.5, some derivatives, while complying with the Group's financial risk management policies, do not qualify or havenot been designated as hedging instruments for hedge accounting purposes.

16.1 Derivatives recognized as assets(in € millions)

December 31, 2023

December 31, 2022--

Derivatives qualifying as fair value hedges
Derivatives qualifying as cash flow hedges
 Currency derivatives--

 Interest rate derivatives--

 Other derivatives--

 Currency derivatives

83

54

 Interest rate derivatives-

1

 Other derivatives(1)

-

-

83

55

-

-

Derivatives not qualifying for hedge accounting

Non-current derivative instruments (note 15)
Derivatives qualifying as fair value hedges
Derivatives qualifying as cash flow hedges
 Currency derivatives-

118

 Interest rate derivatives--

 Other derivatives--

 Currency derivatives

34

33

 Interest rate derivatives

11 Other derivatives-

1

Derivatives not qualifying for hedge accounting(1)

Current derivative instruments (note 21)

35

153

TOTAL ASSETS

118

208

5

(1) The amount at December 31, 2022 corresponded primarily to the financial instruments acquired as hedges of the options embedded in convertible bonds(note 26.1).

The Group grants cash collateral to cover counterparties' credit risk on derivatives with a positive fair value. Collateral given at December
31, 2023 amounted to €43 million (2022: €57 million).

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16.2 Derivatives recognized as liabilities
December 31, 2023

December 31, 2022--

 Currency derivatives--

 Interest rate derivatives--

 Other derivatives--

 Currency derivatives

412

 Interest rate derivatives-

2

 Other derivatives(1)--Non-current derivative instruments (note 26)

414

Derivatives qualifying as fair value hedges--(in € millions)

Derivatives qualifying as fair value hedges
Derivatives qualifying as cash flow hedges

Derivatives not qualifying for hedge accounting

Derivatives qualifying as cash flow hedges
 Currency derivatives--

 Interest rate derivatives--

 Other derivatives--

 Currency derivatives

1698 Interest rate derivatives--

 Other derivatives(1)-2Derivatives not qualifying for hedge accounting

Current derivative instruments (note 26)

16

100

TOTAL LIABILITIES

20

114

(1) The amount at December 31, 2022 corresponded to the options embedded in convertible bonds (note 26.1).

The Group holds cash collateral covering its credit risk on derivatives with a negative fair value. Collateral received at December 31, 2023
amounted to €51 million (2022: €110 million).

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16.3 Contractual amounts of derivatives
The contractual amounts of derivative instruments are presented in the table below:
December 31, 2023

December 31, 2022

Current

Noncurrent

Total

Current

Noncurrent

Total

Currency derivatives

5,084

1,752

6,836

4,588

1,754

6,342

Interest rate derivatives

76

237

313

94

324

418

(in € millions)

Other

-

-

-

1,130

-

1,130

5,160

1,989

7,149

5,812

2,078

7,890

-

-

-

-

-

-

Derivatives qualifying as fair value hedges

-

-

-

-

-

-

Currency derivatives

7

-

7

462

-

462

Derivatives not qualifying for hedge accounting
Interest rate derivatives

Interest rate derivatives

-

-

-

-

-

-

Other

3

1

4

7

1

8

Derivatives qualifying as cash flow hedges

10

1

11

469

1

470

5,170

1,990

7,160

6,281

2,079

8,360

TOTAL

At December 31, 2022, “Other” derivatives not qualifying for hedge accounting included options embedded in convertible bonds in USD(notes 16.1, 16.2 and 26).

16.4 Hedge accounting
Summarized financial data for hedging instruments are set out in the table below:(in € millions)Notional
amount of thehedging
instrument

Carrying amountof the hedging
instrument inassets/(liabilities)

5

Amountrecognizedin profit
or loss

Line item affectedin profit or loss-

(7)

Cost of net debt/Other
financial income andexpenseCash flow
hedge
reserve

DERIVATIVES QUALIFYING AS CASH FLOWHEDGES
Forward foreign exchange contracts on bonds
denominated in foreign currencies--

Commodity price risk – forward purchase
contracts

4

-

-

(1)

Operating income

Interest rate swaps

-

-

(11)

(3)

Cost of net debt

Interest component of cross currency swaps

-

-

-

-

Cost of net debt

Forward foreign exchange contracts onforecast sales

4

-

-

1

Operating income

Hedges of currency risk on raw materials
purchases

3

-

-

(1)

Operating income

CURRENT AND NON-CURRENT HEDGINGINSTRUMENTS

11

-

(11)

(11)

Gains and losses on cash flow hedges are included in equity,
under "Other reserves" (note 25). These reserves are used torecognize the effective portion of derivatives that qualify forhedge accounting (note 3.5.2). The gains and losses accumulated
in the reserve are subsequently reclassified as part of the initialcost of a non‑financial asset or transferred to the income

statement. Cash flow hedge reserves correspond mainly toadvance hedging of interest rate risks on the August 2018 bondissues for a negative amount of €11 million (note 26.1). The gains
and losses are reclassified to the income statement when theinterest affects profit or loss.

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Note 17. INVESTMENTS IN EQUITY-ACCOUNTED COMPANIESAssociates and joint ventures are listed in note 36 to the consolidated financial statements.

17.1 Investments in equity-accounted companies
Changes in investments in equity-accounted companies are as follows:
Investments inassociates

Investments injoint ventures

Total investments inequity-accounted
companies

At January 1, 2022

97

1,006

1,103

Share of profit/(loss) from equity-accounted companies

5

(10)

(5)

Impairment

-

(14)

(14)

Dividends

(3)

(8)

(11)

Changes in scope of consolidation and changes in percentage
interest

(40)

31

(9)

Translation adjustments

(2)

43

41

-

(3)

(3)

At December 31, 2022

57

1,045

1,102

Share of profit from equity-accounted companies

2

58

60

Impairment

-

-

-

Dividends

(1)

(364)

(365)

(in € millions)

Other

Changes in scope of consolidation and changes in percentage
interest

6

81

87

Translation adjustments

(1)

(28)

(29)

Other
AT DECEMBER 31, 2023

The main equity-accounted companies are TBC (note 17.2) andSolesis (note 17.3). All of the other companies represent lesssignificant investments.
Changes in 2023 mainly concern TBC and are described innote 17.2.
The effect of changes in the scope of consolidation in 2023
corresponds mainly to the €72 million effect of the loss of control
over Watèa (note 4.1.3).

-

16

16

63

808

871

The share of profit/(loss) from equity-accounted companies also
reflects the following:● On July 27, 2023, the Group sold a third of its stake in Symbio
to Stellantis. The transaction enabled Stellantis to acquire astake alongside Michelin and Forvia in the leading company forfuel cell mobility, with each shareholder holding 33.33%. The
sale of the 33.33% stake generated a gain of €121 million forMichelin. It had no effect on the accounting method used forthe joint venture, which continues to be accounted for by theequity method.
● At December 31, 2023, a €51 million impairment loss wasrecognized on loans to the Addup joint venture.

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17.2 TBC Joint Venture
TBC sold its NTB and Tire Kingdom retail outlets to Mavis Tire
Express Service Corp. on June 1, 2023, to concentrate on its corewholesale and franchise activities. The transaction led to therecognition in TBC’s accounts of a disposal gain, net of tax, of€304 million ($328 million).

TBC also approved the distribution of a $750 million dividend. Of
the total, $350 million was paid in the first half. The balance,
which is payable no later than March 2025, was recorded under“Financial assets” in the consolidated statement of financial
position.

Summarized financial data for the TBC joint venture are set out in the table below:
December 31, 2023

December 31, 2022

2,311

2,145

14

21

Non-current assets

1,046

1,694

 of which goodwill

135

141

TOTAL ASSETS

3,357

3,839

Current liabilities

1,994

1,524

(in € millions)

Current assets
 of which cash and cash equivalents

 of which current financial liabilities

395

223

Non-current liabilities

645

1,115

 of which non-current financial liabilities

506

963

Equity718

1200

TOTAL LIABILITIES AND EQUITY

3,357

3,839

(in € millions)

2023

2022

Sales

4,403

5,291

Segment EBITDA

75

279

Other operating income and expenses

374-Interest income

44Interest expense

(64)

(59)

Depreciation, amortization and impairment

(68)

(199)

Income tax

(80)

(2)

NET INCOME

241

23

December 31, 2023

December 31, 2022

Net assets (including goodwill)

718

1,200

(in € millions)Share of net assets (including goodwill)

359

600

Elimination of profit from downstream transactions (net of tax)

(41)

(35)

CARRYING AMOUNT OF NET INTEREST IN THE JOINT VENTURE

318

565

5

The equity-accounted share of TBC included in the Group’s consolidated income statement (including elimination of downstream
transactions, net of taxes, and the above-mentioned €152 million disposal gain) is a profit of €113 million in 2023 (2022: profit of€9 million).

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17.3 Solesis joint venture
Summarized financial data in respect of Solesis are set out in the table below:(in € millions)

December 31, 2023

December 31, 2022

51

59

Current assets

78

Non-current assets

 of which cash and cash equivalents

685

702

 of which goodwill

199

225

of which cash allocated to preferred stock

250

251

TOTAL ASSETS

736

761

Current liabilities

133

134

 of which current financial liabilities

111

110

Non-current liabilities

253

251

3

-

250

251

 of which non-current financial liabilities
 of which preferred stock
Equity350

376

TOTAL LIABILITIES AND EQUITY

736

761

(in € millions)

2023

2022

Sales

105

97

Segment EBITDA

34

32

Other operating income and expenses

(7)

(11)

Interest income--

Interest expense

(10)

(6)

Depreciation, amortization and impairment

(15)

(19)

Income tax-(1)

NET INCOME/(LOSS)

2(5)

December 31, 2023

December 31, 2022

Net assets (including goodwill)

350

376

CARRYING AMOUNT OF NET INTEREST IN THE JOINT VENTURE

172

184

(in € millions)

The equity-accounted share of Solesis’ results included in the Group’s 2023 consolidated income statement represented a profit of€1 million (2022: €2 million loss).

17.4 Financial information about equity-accounted companies
The financial statements of equity-accounted companies other than TBC and Solesis, which are not material taken individually, include
the following amounts (information presented on a 100% basis):_402(in € millions)

2023

2022

Assets

3,103

2,758

Liabilities

2,328

1,881

Sales

2,727

2,953

Net income/(loss)

(104)

(10)

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17.5 Transactions with equity-accounted companies (related parties)
Transactions and balances between the Group and its associates and joint ventures are presented in the table below:
2023(in € millions)2022

INCOME STATEMENT
Income for the sale of goods or supply of services

608

556

Expenses for the purchase of products or supply of services

(248)

(299)

Financial liabilities

(22)

(1)

Trade payables

(10)

(5)

STATEMENT OF FINANCIAL POSITION

Financial assets

479

497

Accounts receivable

242

328

December 31, 2023

December 31, 2022

Deferred tax assets

932

630

Deferred tax liabilities

(497)

(541)

NET DEFERRED TAX ASSET

435

89

December 31, 2023

December 31, 2022

Employee benefit obligations

438

375

Inventories

146

155

Financial instruments

(37)

(80)

Note 18. TAXES
18.1 Deferred tax
Deferred taxes in the consolidated statement of financial position are as follows:(in € millions)Deferred tax assets and liabilities at the end of the period, before netting, are as follows:(in € millions)

Provisions

45

21

Unused tax losses

258

155

Unused tax credits--

Goodwill and intangible assets

(223)

(229)

Lease liabilities

111

92

Right-of-use assets

(110)

(93)

Property, plant and equipment

(400)

(495)

Other

207

188

NET DEFERRED TAX ASSET

435

89

Deferred tax assets have been recognized for tax loss
carryforwards to the extent that it is probable that future taxable
profit will be available against which the unused tax losses can beutilized, taking into account the restrictions applicable in local tax
jurisdictions. The probability that unused tax losses will be utilized

5

is assessed according to the entity and its taxable profit
projections. These projections are prepared using assumptions
that are consistent with the short- and medium-term budgets
prepared by Group entities.

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The change in the net deferred tax asset over the period is as follows:(in € millions)

2023

2022

At January 1

89

248

Translation adjustments(1)

6

Deferred tax benefit/(expense) (note 11)

342

(22)

Tax recognized in other comprehensive income

20

(139)

Changes in scope of consolidation

(15)

(3)

Other
AT DECEMBER 31

-

(1)

435

89

In 2023, the increase in the net deferred tax asset was due mainly to the restructuring announced during the year and the increase inemployee benefit obligations.
The deferred income tax recognized in other comprehensive income is as follows:
December 31, 2023

(in € millions)

December 31, 2022

Post-employment benefits

113

95

Unconsolidated equity investments and other financial instruments

(37)

(39)

Financial instruments

2

2

TOTAL DEFERRED TAX RECOGNIZED IN OTHER COMPREHENSIVE INCOME

78

58

In 2023, the change in deferred tax recognized in other comprehensive income primarily reflects increased pension benefit obligations.
Unrecognized deferred tax assets break down as follows:(in € millions)

Deductible temporary differences

December 31, 2023

December 31, 2022

111

55

Tax losses:
 of which expiring in less than one year315

 of which expiring between one to five years

3820

 of which expiring in more than five years

2317

 of which evergreen

420

427

Total tax losses

484

479

Tax credits
TOTAL UNRECOGNIZED DEFERRED TAX ASSETS

9

9

604

543

Unrecognized deferred tax assets in the amount of €604 million mainly concern the tax losses of certain companies in the United
Kingdom and India that are not certain of generating sufficient taxable profit in the coming years and that are subject to certain
restrictions concerning the use of the losses:● in the United Kingdom, tax losses can be carried forward indefinitely but only 50% of the loss can be set off against taxable profit inexcess of £5 million;● in India, operating tax loss carryforwards expire after eight years but there is no limit on the utilization of the remaining balance.

_404

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18.2 Current taxes
Current taxes in the consolidated statement of financial position are as follows:(in € millions)

2023

2022

Taxes receivable (note 22)

347

304

Taxes payable (note 30)

(195)

(238)

Net total at January 1

152

66

Current tax expense (note 11)

(849)

(625)

Income tax paid

776

697

3

1

Changes in scope of consolidation
Translation adjustments and other20

13

Total changes

(50)

86

Taxes receivable (note 22)

295

347

Taxes payable (note 30)

(193)

(195)

NET TOTAL AT DECEMBER 31

102

152

December 31, 2023

December 31, 2022

1,594

2,026

Note 19. INVENTORIESInventories include the following:(in € millions)

Raw materials and work in progress

567

553

Finished products

Supplies

3,434

3,884

Total gross inventory

5,595

6,463

Impairment of raw materials and work in progress

(22)

(18)

Impairment of supplies

(28)

(31)

Impairment of finished products

(97)

(96)

Impairment

(148)

(145)

NET INVENTORIES

5,447

6,318

(in € millions)

2023

2022

At January 1

(145)

(120)

Translation adjustments and other5(1)

Changes in scope of consolidation

11

-

5

Changes in impairment losses on inventory are as follows:

Impairment of trade receivables recognized as an expense in the period

(69)

(63)

Impairment reversals

50

39

AT DECEMBER 31

(148)

(145)

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Note 20. TRADE RECEIVABLES
The carrying amount of trade receivables is analyzed in the table below:(in € millions)

Gross trade receivables
Impairment
TRADE RECEIVABLES

December 31, 2023

December 31, 2022

3,939

4,299

(89)

(94)

3,850

4,205

All trade receivables are due within 12 months.
The following table presents an aging analysis of trade receivables at December 31, 2023:(in € millions)

Gross

Impairment

Net

Trade receivables not yet due

3,571

(17)

3,554

Overdue by less than three months

256

(6)

250

 between three and six months

33

(3)

30

 by more than six months

79

(63)

16

Overdue trade receivables

368

(72)

296

3,939

(89)

3,850

(in € millions)

2023

2022

At January 1

(94)

(102)

Translation adjustments and other2(1)

Changes in scope of consolidation

5-

TRADE RECEIVABLES

Movements in impairment are analyzed in the table below:

Impairment of trade receivables recognized as an expense in the period

(21)

(23)

Impairment reversals

19

32

AT DECEMBER 31

(89)

(94)

Impairment reversals reflect the write-off of the receivables for €14 million (2022: €29 million).

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Note 21. CURRENT FINANCIAL ASSETS
The carrying amount of current financial assets is analyzed in the table below:
December 31, 2023

December 31, 2022

Loans and deposits

192

214

(in € millions)

Cash management financial assets (note 26)

285

285

Derivative instruments (note 16.1)

35

153

CURRENT FINANCIAL ASSETS

512

652

Although cash management financial assets are highly liquid andhave very limited exposure to interest rate risk they do not strictly
fulfill the criteria for classification as cash and cash equivalents(note 3.21). Cash management financial assets are measured atamortized cost (note 3.18).

Loans and deposits include collateral exchanged with financial
institutions of €43 million (2022: €57 million) that is not freely
available.

Note 22. OTHER CURRENT ASSETS
The carrying amount of other current assets is analyzed in the table below:(in € millions)Prepayments to suppliers

December 31, 2023

December 31, 2022

128

161

Income tax payable

295

347

Other taxes receivable

539

494

Other

384

324

Impairment

(1)

(11)

1,345

1,315

December 31, 2023

December 31, 2022

OTHER CURRENT ASSETS

5

Other taxes receivable mainly concern VAT.

Note 23. CASH AND CASH EQUIVALENTS
The carrying amount of cash and cash equivalents is analyzed in the table below:(in € millions)

Money-market funds
Bank deposits subject to up to a three-month notice period
Cash at bank and in hand
CASH AND CASH EQUIVALENTS

911

1,149

1,233

991

371

444

2,515

2,584

The average effective interest rate on cash and cash equivalents was 4.01% in 2023 (2022: 0.27%). Cash and cash equivalents are mainly
held in euros (2023 and 2022: 82%).
Cash and cash equivalents include restricted cash of €159 million whose use is governed by prudential insurance regulations in Ireland(2022: €152 million).

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Note 24. SHARE CAPITAL AND SHARE PREMIUMS
Changes in share capital and share premiums are analyzed in the table below:(in € millions)

At January 1, 2022

Share capital

Share premiums

Total

357

2,746

3,103

Issuance of shares upon exercise of performance share rights

2

74

76

Cancellation of shares

(2)

(118)

(120)

-

-

-

Other

357

2,702

3,059

Issuance of shares upon exercise of performance share rights

At December 31, 2022

-

-

-

Cancellation of shares

-

-

-

Other

-

-

-

357

2,702

3,059

Shares issued

Treasury shares

Sharesoutstanding

714,121,800-

714,121,800

4,322,150-

4,322,150

Share buybacks-(4,326,536)(4,326,536)

Sales of treasury shares

-

-

-

(4,326,536)

4,326,536

-

-

-

-

714,117,414-

714,117,414

AT DECEMBER 31, 2023

Changes in outstanding shares are analyzed in the table below:(number of shares)

At January 1, 2022(1)Issuance of shares upon exercise of performance share rights

Cancellation of shares
Other
At December 31, 2022
Issuance of shares upon exercise of performance share rights

840,651-

840,651

Share buybacks-

34,52934,529

Sales of treasury shares-(34,368)(34,368)

Cancellation of shares

-

-

-

Other
AT DECEMBER 31, 2023

-

-

-

714,958,065

161

714,958,226(1) Data for January 1, 2022 have been restated to reflect the four-for-one stock split on June 16, 2022.

Pursuant to the Annual Shareholders Meeting of May 13, 2022,
for each existing share with a par value of €2.00 held on
June 16, 2022, shareholders received four new shares with a parvalue of €0.50 in exchange, and the total number of sharesmaking up the capital was multiplied by four.
On June 16, 2022, the 178,530,462 outstanding shares weredelisted and 714,121,848 new shares were created and listed onEuronext.

_408

The 2022 dividend paid to shareholders in 2023 was €1.25 pershare. The dividend was paid in full in cash for a net amount of€893 million (2022: €803 million).
The Managing Chairman will propose that shareholders approve
the payment of a 2023 dividend in 2024 of €1.35 per share.

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Note 25. RESERVES(in € millions)

At January 1, 2022

Translation
reserve

TreasurysharesOther
reserves

Retainedearnings

Total

(655)

-

129

12,397

11,871(808)

Dividends and other appropriations

-

-

-

(808)

Share-based payments – current service cost (notes 7 and 8)

-

-

-

20

20

Share buybacks

-

(120)

-

-

(120)

Sale/cancellation of shares

-

120

-

-

120

Other

-

-

-

-

-

Transactions with the shareholders of the Company

-

-

-

(788)

(788)

Net income attributable to the shareholders of the Company

-

-

-

2,001

2,001

Post-employment benefits

-

-

-

672

672

Tax effect – Post-employment benefits

-

-

-

(132)

(132)

Equity instruments at fair value through OCI – changes in fair value

-

-

57

-

57

Tax effect – equity instruments at fair value through OCI

-

-

(10)

-

(10)

Other

-

-

-

4

4

-

-

47

544

591

-

-

(10)

-

(10)

386

-

-

-

386

7

-

1

(8)

-

Other comprehensive income that will not be reclassified to the income
statement

Cash flow hedges – changes in fair value
Currency translation differences
Other
Other comprehensive income/(loss) that may be reclassified to the income
statement

393

-

(9)

(8)

376

Total comprehensive income

393

-

38

2,537

2,968

At December 31, 2022

(262)

-

167

14,146

14,051Dividends and other appropriations

-

-

-

(894)

(894)

Share-based payments – current service cost (notes 7 and 8)

-

-

-

30

30

Share buybacks

-

-

-

-

-

Sale/cancellation of shares

-

-

-

-

-

Other

-

-

-

1

1

Transactions with the shareholders of the Company

-

-

-

(863)

(863)

Net income attributable to the shareholders of the Company

-

-

-

1,983

1,983

Post-employment benefits

-

-

-

(50)

(50)

Tax effect – post-employment benefits

-

-

-

18

18

Equity instruments at fair value through OCI – changes in fair value

-

-

2

-

2

Tax effect – equity instruments at fair value through OCI

-

-

2

-

2

Other

-

-

-

-

-

-

-

4

(32)

(28)

-

-

2

-

2

(316)

-

-

-

(316)

57

-

-

10

67

(259)

-

2

10

(247)

Other comprehensive income/(loss) that will not be reclassified to theincome statement

Cash flow hedges – changes in fair value
Currency translation differences
Other
Other comprehensive income/(loss) that may be reclassified to the income
statement
Total comprehensive income/(loss)

(259)

-

6

1,961

1,708

AT DECEMBER 31, 2023

(521)

-

173

15,244

14,896

5

In 2023, the Group bought back 34,529 shares for €1 million. The shares were immediately sold, with the exception of 161 shares.

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Note 26. FINANCIAL LIABILITIESThe carrying amount of financial liabilities is presented in the table below:
December 31, 2023

December 31, 2022

4,591

4,587

Loans from financial institutions and other

77

104

Derivative instruments

4

14

4,672

4,705

738

690

-

554

(in € millions)

Bonds

Non-current financial liabilities excluding leases
Non-current lease liabilities
Bonds
Commercial paper

295

649

Loans from financial institutions and other

280

523

Derivative instruments

16

100

Current financial liabilities excluding leases

591

1,826

Current lease liabilities

241

233

FINANCIAL LIABILITIES

6,242

7,454

December 31, 2023

December 31, 2022

Financial liabilities

6,242

7,454

Derivatives recognized as assets (note 16.1)

(118)

(208)

Borrowing collaterals (note 32.3.2)

(43)

(57)

Group net debt is analyzed in the table below:(in € millions)

(285)

(285)

Cash and cash equivalents (note 23)

Cash management financial assets (note 21)(2,515)(2,584)

NET DEBT

3,281

4,320

The fair value of non-current financial liabilities, calculated in accordance with note 3.6 “Fair value of financial instruments”, is presented
in the table below:
December 31, 2023

December 31, 2022

4,122

3,843

Loans from financial institutions and other

77

104

Lease liabilities

665

610

4

14

4,868

4,571

(in € millions)

Bonds

Derivative instruments
FAIR VALUE OF NON-CURRENT FINANCIAL LIABILITIES_410

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Changes in financial liabilities and derivatives are detailed by flow in the table below:(in € millions)

Cash flows
from financial
At January 1, 2023
liabilities

Bonds, loans from financial
institutions and other
Lease liabilities
Derivative instruments

Non-cash movements
Conversions

Other

At December 31, 2023

4,691

(10)

(16)

3

4,668

690

-

(13)

61

738

14

(10)

-

-

4

Non-current financial liabilities

5,395

(20)

(29)

64

5,410

Bonds, loans from financial
institutions and other

1,726(1,134)

(32)

15

575

233

(279)

(4)

291

241

Lease liabilities

100

(3)

-

(81)

16

Current financial liabilities

Derivative instruments

2,059(1,416)

(36)

225

832

TOTAL FINANCIAL LIABILITIES

7,454(1,436)

(65)

289

6,242

Derivatives recognized as assets

(208)

(19)

-

109

(118)

Net impact in the consolidated
statement of cash flows(1,455)26.1 Bonds and commercial paper
The table below provides detailed information about the bonds and commercial paper issued by the Group:(in € millions)

December 31, 2023

December 31, 2022

Current

Non-current

Current

Non-current

-

313

-

314

-

496

-

496

-

744

-

744

-

2

-

-

-

497

-

496

Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €302 million5

 issued in September 2015 and September 2016 and due in September 2045
 nominal interest rate of 3.25%
 effective interest rate of 3.02%
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €500 million
 issued in October 2020 and due in November 2040
 nominal interest rate of 0.625%
 effective interest rate of 0.68%
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €750 million
 issued in August 2018 and due in September 2038
 nominal interest rate of 2.50%
 effective interest rate of 2.56%
Bonds repayable by Campus SAS• nominal amount of €1.5 million• issued in June 2008 and due in June 2033
• nominal interest rate of 5.50%• effective interest rate of 5.50%
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €500 million
 issued in October 2020 and due in November 2032
 nominal interest rate of 0.25%
 effective interest rate of 0.32%

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FINANCIAL PERFORMANCE
2023 consolidated financial statements(in € millions)

December 31, 2023

December 31, 2022

Current

Non-current

Current

Non-current

-

994

-

993

-

498

-

498

-

299

-

299

-

748

-

747

-

-

554

-

Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €1,000 million
 issued in August 2018 and due in September 2030
 nominal interest rate of 1.75%
 effective interest rate of 1.84% (2.00% after hedging)
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €500 million
 issued in October 2020 and due in November 2028
 nominal interest rate of 0.00%
 effective interest rate of 0.06%
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €300 million
 issued in May 2015 and due in May 2027
 nominal interest rate of 1.75%
 effective interest rate of 1.86% (1.80% after hedging)
Bonds repayable by Compagnie Générale des Établissements Michelin nominal amount of €750 million
 issued in August 2018 and due in September 2025
 nominal interest rate of 0.875%
 effective interest rate of 1.04% (1.17% after hedging)
Debt component of convertible bonds repayable by Compagnie Générale desÉtablissements Michelin nominal amount of $600 million
 issued in January 2018 and due in November 2023
 nominal interest rate of 0% effective interest rate of 2.50% (0.16% after hedging) conversion price at December 31, 2022 of €42.0367
Commercial paper repayable by Compagnie Générale des Établissements Michelin- in $, euro-equivalent nominal amount: €45 million (2022: €71 million) effective interest rate of 5.65% at December 31, 2023
 in €, nominal amount: €250 million (2022: €580 million)_412

 effective interest rate of 4.00% at December 31, 2023

295

-

649

-

TOTAL

295

4,591

1,203

4,587

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

At December 31, 2023, the weighted average nominal interest
rate for bonds and commercial paper was 1.53% (1.58% after
hedging).

The €554 million decrease in the current portion of bond debt
was due to the redemption at maturity of the convertible bonds
due in November 2023.

26.2 Loans from financial institutions and other
Loans from financial institutions and other consist mainly of drawdowns on the Group's credit lines.
At December 31, 2023, loans from financial institutions totaled €357 million (2022: €627 million). Most of the loans were denominated in
EUR and USD, and most were at variable interest rates.
The contractual re-pricing of the interest rates of these loans is generally less than six months.

Note 27. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONSIn accordance with the laws and regulations applicable in eachcountry, and in application of its social responsibility policy, theGroup takes part mainly in pension, death and disability, medical
insurance and end-of-service benefit plans.
They are either defined benefit plans or defined contributionplans.
Since 2003, the Group has closed its defined benefit plans to newentrants and, in some cases, to future accruals, in order toreduce the risk on the Group's consolidated statement offinancial position. New defined contribution plans havecorrespondingly been put in place or existing ones improved.

on employee benefits and ensure that local benefit programs
comply with them (approval of amendments, introduction of new
benefits, etc.). At the same time, it monitors asset returns andbenchmarks, as well as the de-risking policies put in place by local
boards or committees, and proposes an audit plan.
The Committee is assisted by two teams, the Global Benefits
Policy Team composed of members from the accounting, financeand human resources departments and the Global Benefits
Investment Team composed of the chairs of the investmentcommittees or Chief Investment Officers of the main fundedpension plans and Group experts. In countries with substantial
benefit obligations, a similar organization exists.

The Group has a governance body, the Global Employee Benefit
Board, that monitors benefits. Its role is to define Group policies

527.1 Defined benefit plans
The Group's defined benefit plans are retirement plans andretiree healthcare plans, the vast majority of which are now
closed to new entrants, and in some cases to future accruals, aswell as some minor plans such as long-service awards or
end‑of‑service benefits.

Projected benefit obligations are measured with the assistance ofindependent actuaries who help the Group to determine
demographic and financial assumptions according to a rigorous
process.

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

The financial position of the main defined benefit plans is summarized below:
Pension plans(in € millions)

Other plans December 31, 2023 December 31, 2022

Present value of fully or partly funded obligations

5,092

27

5,119

5,533

Fair value of plan assets(5,194)(18)(5,212)(5,394)

Funded status deficit/(surplus)

(102)

9

(93)

139

Present value of unfunded obligations

1,039

1,396

2,435

2,107

76

3

79

84

1,013

1,408

2,421

2,330

Unrecognized assets due to the effect of the asset ceiling
NET DEFINED BENEFIT OBLIGATION
Amounts recognized in the statement of financial position:
 As assets under non-current financial assets and othernon-current assets (note 15)

(305)

-

(305)

(231)

 Provisions for employee benefit obligations

1318

1408

2,726

2,561

NET LIABILITY

1,013

1,408

2,421

2,330

Most pension plans are grandfathered, but most other plans arenot.

At December 31, 2023, the present value of the defined benefit
obligation comprised €2,170 million for active members (current
employees), €839 million for members who have deferred theirvested benefits and €4,545 million for retired members (2022:
respectively €2,233 million, €863 million and €4,544 million).

The mortality tables used are official national tables that may be
adapted to better reflect the populations concerned.

December 31, 2023
Main life expectancies
by country:_414

UnitedStates Canada

December 31, 2022

UnitedKingdom

Germany

UnitedStates Canada

UnitedKingdom

GermanyLife expectancy for males at 65
at the end of the reporting period

18.5

21.9

20.6

20.2

18.4

21.8

21.1

20.2

Life expectancy for males at 65(15 years after the endof the reporting period)

19.5

23.0

21.8

22.3

19.4

22.9

21.7

22.3

Life expectancy for females at 65
at the end of the reporting period

20.4

24.4

21.2

23.7

20.4

24.3

23.9

23.7

Life expectancy for females at 65(15 years after the endof the reporting period)

21.4

25.4

22.5

25.4

21.4

25.3

25.0

25.4

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

The movements in net defined benefit obligations recognized in the consolidated statement of financial position are shown below:
2023

2022

Pensionplans Other plans(in € millions)

AT JANUARY 1

1,005

1,325

Total, defined
benefit plans
2,330

Pensionplans Other plans
1,256

Total, defined
benefit plans

1,774

3,030

Contributions paid to the funds

(11)

-

(11)

(13)

(6)

(19)

Benefits paid to the beneficiaries

(39)

(57)

(96)

(38)

(64)

(102)

-

3

3

-

2

2

18

52

70

32

75

107

Other movements
ITEMS RECOGNIZED IN OPERATING INCOME
Current service cost

-

1

1

-

(8)

(8)

Plan modifications, curtailments or settlements

Actuarial (gains) or losses

(13)

12

(1)

(61)

(55)

(116)

Other items

18

-

18

9

-

9

Total recognized in operating income

23

65

88

(20)

12

(8)

37

58

95

9

30

39

(15)

(23)

(38)

21

39

60

ITEMS RECOGNIZED OUTSIDE OPERATINGINCOMENet interest on employee benefit
obligations
ITEMS RECOGNIZED IN OTHERCOMPREHENSIVE INCOME
Translation adjustments
Actuarial (gains) or losses Due to changes in demographic assumptions:– Due to changes in assumptions

(81)

(7)

(88)

(10)

18

8

– Due to experience adjustments

(82)

(13)

(95)

8

(19)

(11)

– Due to changes in assumptions

165

52

217

(2,256)(460)(2,716)– Due to experience adjustments

18

6

24

2,069

(5)

2,064

Total actuarial (gains) or losses

20

38

58

(189)

(466)

(655)

Unrecognized assets due to the effectof the asset ceiling

(7)

(1)

(8)

(21)

4

(17)

1,013

1,408

2,421

1,005

1,325

2,330

5

 Due to changes in financial assumptions:

AT DECEMBER 31

The Group's main pension plans are as follows:

United States
The defined benefit plan in the United States is the Michelin
Retirement Plan (MRP).
The plan was closed to new entrants as of January 1, 2004.
Accruals were frozen under the plan as of December 31, 2016. All
employees are enrolled in a defined contribution plan.

The plan provides for a guaranteed monthly annuity atretirement based on a set formula that takes into consideration
the years of plan membership and average pensionable earnings.
Only employees who have voluntarily joined the defined
contribution plan may receive a lump sum payment.
The plan includes a cost-of-living adjustment clause applicable tothe pensions of employees hired before January 1, 1991.
The plan is funded solely by employer contributions.

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

CanadaThere is one major defined benefit plan in Canada, the Pension
Plan for the Employees of Michelin North America (Canada) Inc.
and Participating Employers (MR Plan). Other minor defined
benefit plans, which are closed to new entrants, are valued but
not detailed further.
The MR Plan was closed to new entrants as from January 1, 2005.
Accruals for most of the participants were frozen under the plan
as of December 31, 2015. All employees are enrolled in a defined
contribution plan.

The plan provides for a guaranteed monthly annuity atretirement based on a set formula that takes into consideration
the years of plan membership and total pensionable earnings.
The plan includes an indexation clause applicable to the benefits,based on the increase in the Consumer Price Index less adeduction.
The plan is funded solely by employer contributions.

United Kingdom
The defined benefit retirement plan in the UK is the Michelin
Pension and Life Assurance Plan.
This plan was closed to new entrants as from March 31, 2005. It
was closed to all future accruals as of January 1, 2009 and has
been replaced by a defined contribution plan.
Accruals up to December 31, 2008 are frozen but pensions arestill linked to the average final salary at retirement.

The amount of the annual pension is based on the employee's
pensionable earnings. Most employees opt to receive themaximum amount allowed by tax legislation in the form of a lumpsum.
The amount of the pension benefit is indexed to a capped
inflation rate for members who did not choose the pension
increase exchange option.
The plan is funded solely by employer contributions.

Germany
The main defined benefit retirement plan in Germany is the"Versorgungsordnung 1979" (VO 1979).

The plan provides for a lifetime monthly annuity which is basedon the employee's pensionable earnings.

The plan was closed to new entrants as from January 1, 2000.
Since this date, new entrants have been enrolled in defined
contribution plans.

There is a legal obligation to adjust the pension annuity every
three years for inflation up to the average increase in theemployees' salaries.

FranceThe main defined benefit pension plan is “Régime de retraite
supplémentaire MFPM”. Benefits are payable under this plan only if
the beneficiary is still a Group employee or officer on retirement.

Benefits have been reduced gradually since January 1, 2013. In
accordance with government order 201-697 dated July 3, 2019,
this plan was closed to new members on July 3, 2019 and thevesting period was frozen at December 31, 2019. The plan has
now been replaced by defined contribution plans.

The Group's other main defined benefit plans are as follows:

United States
Some retirees and their dependents are also covered by medical insurance.
For the most part, the retirees concerned were hired before January 1, 2004. This plan is not pre-funded.

CanadaSome retirees and their dependents are also covered by medical insurance.
This plan was closed to new entrants as from January 1, 2005. This plan is not pre-funded.

_416

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

FranceThe main plan is a mandatory rubber division end-of-service benefit plan.
The plan provides for the payment of a lump sum to employees who are present at their retirement date. The normal retirement age is
set at 65. The amount of the lump sum corresponds to a number of months of salary based on years of service at the time ofretirement. This plan is not pre-funded.
The following table analyzes changes in the financial position of the Group's defined benefit plans:
2023

2022

Pension plans(in € millions)

Pension plans

EuropeNorth
Other
UnitedAmerica
defined
Kingdom excluding(UK)
UK and Other benefit plans

UnitedEuropeNorth
Other
Kingdom excluding
America
defined(UK)
UK and Other benefit plans
Total

Total

Obligations at the
beginning of the year

1,843

1,084

3,372

1,341

7,640

3,044

1,630

4,001

1,774

10,449Translation adjustments

32

2

(119)

(23)

(108)

(109)

3

213

39

146

Changes in scopeof consolidation

-

-

-

3

3

-

-

2

-

2

Current service cost

-

16

2

52

70

1

28

3

75

107

Interest expense

89

38

163

58

348

50

13

117

30

210

Administrative costs and
other

15

-

18

3

-

6

-

9

3

-

Plan modifications,curtailments or settlements

-

(17)

4

12

(1)

-

(61)

-

(55)

(116)

Benefits paid during the year

(120)

(37)

(298)

(59)

(514)

(135)

(47)

(303)

(70)

(555)

-

3

-

1

4

1

(24)

3

24

4

Other items
Actuarial (gains) or losses

(61)

68

49

38

94

(1,012)

(458)

(670)

(476)

(2,616)

Obligations at the endof the year (A)

1,786

1,157

3,188

1,423

7,554

1,843

1,084

3,372

1,341

7,640

Fair value of plan assets
at the beginning of the
year

2,074

132

3,168

20

5,394

3,376

183

3,957

-

7,516

34

3

(107)

-

(70)

(122)

2

207

-

87

-

-

-

-

-

-

-

-

-

-

101

4

151

1

257

55

1

117

-

173

Translation adjustments
Changes in scope of
consolidation
Interest income
Contributions paid to the
funds

3

8

-

-

11

6

6

1

6

19

Benefits paid by the plans

(120)

(1)

(296)

(1)

(418)

(135)

(12)

(300)

(6)

(453)

-

3

1

(1)

3

1

(21)

3

22

5

(2)

(6)

44

(1)

35

(1,107)

(27)

(817)

(2)

(1,953)

Other items
Actuarial gains or (losses)
Fair value of plan assets
at the end of the year (B)

2,090

143

2,961

18

5,212

2,074

132

3,168

20

5,394

Deficit/(surplus) (A-B)

(304)

1,014

227

1,405

2,342

(231)

952

204

1,321

2,246

Deferred items at the
beginning of the year

-

-

(80)

(4)

(84)

-

-

(97)

-

(97)

Translation adjustments

-

-

1

-

1

-

-

(1)

-

(1)

Unrecognized assets

-

-

3

1

4

-

-

18

(4)

14

Deferred items at
the end of the year

-

-

(76)

(3)

(79)

-

-

(80)

(4)

(84)

(304)

1,014

303

1,408

2,421

(231)

952

284

1,325

2,330

NET LIABILITY/(ASSET)
AT THE END OF THE YEAR

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

In France, the pension reform of April 14, 2023 (Act 2023-270)
had the effect of reducing the Group’s employee benefit
obligations by €13 million. This amount is recorded as adeduction from the related provision under “Plan modifications,curtailments or settlements”.
In France, the voluntary early retirement and outplacement
measures provided for in the third Collective Settlement
Agreement (Accord de Rupture Conventionnelle Collective 3, seenote 9.2.2) had the effect of reducing the Group's pension
obligations by €62 million and its other post-employment benefit
obligations by €56 million in 2022.
For Canadian pension plans, the Group does not have any rights
to a refund of the plan surplus. The available economic benefits
are measured as the present value of the future service cost.

These pension plans are subject to a minimum funding
requirement. The surplus recognized as an asset is the sum of:● any prepaid amount that would reduce the future minimum
funding requirement; and● the estimated future service cost in each period less theestimated minimum funding requirement contributions thatwould be required for future service.
Any amount exceeding this limit is immediately recognized within
other comprehensive income.
In 2023, an amount of €5 million was recognized on applicationof the asset ceiling.

The main actuarial weighted average assumptions used to measure projected benefit obligations are as follows:
December 31, 2023

December 31, 2022

UnitedKingdom (UK)Europeexcluding UK

North
America

UnitedKingdom (UK)Europeexcluding UK

North
America

Discount rate

4.65%

3.20%

4.76%

4.95%

3.66%

5.01%

Inflation rate

3.15%

2.02%

2.18%

3.35%

2.22%

2.37%

Rate of salary increases*

3.23%

3.12%

3.50%

3.43%

3.10%

3.50%

11.2

13

9.1

12.8

13.5

9.7

Weighted average duration of the defined
benefit obligation*

North America: only the Canadian pension plan is concerned by this assumption, for a non-material group of members.

Assumptions concerning healthcare cost trends are as follows:
December 31, 2023

December 31, 2022

United States

CanadaUnited States

CanadaExpected growth in healthcare costs in the first year

7.95%

4.91%

7.85%

4.69%

Minimum long-term rate of annual growth in healthcare costs

4.50%

4.05%

4.50%

4.05%

Year in which the minimum growth rate will be achieved

2033

2040

2030

2040

Regarding the sensitivity of the fair market value of plan assets due to interest rate movements, it is considered that the entire yield
curve moves up or down by 0.5 point and that only the values of the bonds are impacted, with the values of all other assets remaining
unchanged. The level of sensitivity indicated corresponds to the change in the total value of the portfolio due to the change ininterest rates.

_418

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A 0.5-point change in these rates compared with those used for 2023, all else being equal, would have the following effect:0.5-point increase(in € millions)0.5-point decrease

Change in consolidated statement of financial position
Discount rate on the defined benefit obligation (DBO)

(380)

404

Inflation rate on the defined benefit obligation (DBO)

241

(230)

Salary increase rate on the defined benefit obligation (DBO)

86

(78)

Healthcare cost trend rate on the healthcare defined benefit obligation (DBO)

5

(5)

(241)

258

Interest rates on the fair market value of plan assets
Impact on consolidated income statement
Discount rate on the aggregate of current service cost and interest cost on the obligation

13

(16)

Inflation rate on the aggregate of current service cost and interest cost on the obligation

14

(14)

Salary increase rate on the aggregate of current service cost and interest cost on the obligation

8(7)

Healthcare cost trend rate on the aggregate of the current service cost and interest cost on thehealthcare plan obligation--

The asset allocation of fully and partly funded pension plans is as follows:
December 31, 2023
CanadaUnitedStatesUnitedKingdom

December 31, 2022
Other

Total

CanadaUnitedStatesUnitedKingdom

Other

Total

Equities

4%

10%

0%

0%

4%

4%

6%

0%

0%

3%

Government bonds

66%

29%

34%

19%

37%

64%

34%

32%

19%

38%

Investment-grade
corporate bonds

12%

45%

32%

0%

32%

12%

41%

24%

0%

28%

Other bonds, credit
and cash

10%

4%

13%

3%

9%

11%

5%

24%

2%

13%

Funds managed byinsurance companies

0%

0%

7%

78%

6%

0%

0%

0%

79%

3%

Real assets

7%

7%

1%

0%

4%

7%

8%

5%

0%

7%

Alternatives
TOTAL
Duration in yearsof bonds and cash

2%

5%

14%

0%

8%

2%

6%

15%

0%

8%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

11.9

12.1

14.2

11.2

12.9

11.6

11.7

15.9

10.1

13.3

In the above allocation, “Equities” may include local and global
listed equities and private equities; "Alternatives" may include
hedge funds, mezzanine and distressed private debts;“Government bonds” may include government-like bonds as well
as derivatives used to hedge interest rates and/or inflation;“Investment grade corporate bonds” correspond solely to those
corporate bonds also used to hedge interest rates; “Other bonds,

5

credit and cash” includes all other bonds such as high yield,
senior private debt, etc. and cash; “Real assets” include
investments in real estate or infrastructure funds as well as direct
investments in infrastructure; “Funds managed by insurancecompanies” may include multi‑employer funds. Each manager’s
assets are assigned in their entirety to one of the available
categories which represents its main investment/mandate.

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2023 consolidated financial statements

consultants, banks or investment management firms). The asset
allocation takes into account the structure of employee-related
liabilities and their terms. In the event of a sharp increase in thefunding ratio, an asset allocation analysis should be performed toensure the target allocation is still appropriate.

An internal group of experts, composed of the chairs or
Chief Investment Officers of the main investment committees
and Group specialists, has issued investment guidelines for the
local investment committees presenting investment bestpractices. In particular, the guidelines state that direct
investments should not be made in Michelin securities orproperties used by the Group. Fund managers are not subject tosuch restrictions. The Group has not invested material amounts
in its own securities. Michelin does not occupy or use any of thereal estate assets included in the various portfolios. The Group is
not in possession of comprehensive information on theunderlying assets held in insurance funds or alternative
investments.

Government and investment-grade corporate bonds are used tohedge the interest rate risk as well as, in some cases, the credit
spread and inflation risks. The larger plans also use completion
managers to implement custom solutions in order to hedge key
rates in accordance with the policy set by each pension fund.
These assets are in the “Government bonds” category.
Foreign exchange risks may be hedged when the exposure to aforeign currency is considered to be non-negligible.

In most countries, assets are managed by local independent
boards, in accordance with local pension laws. The boards are
required by their bylaws as well as by law to act in the bestinterest of the fund and all relevant stakeholders, i.e., current andfuture beneficiaries as well as employers.

The liability-driven investment strategy used by theUnited Kingdom pension plans was disrupted by the interest rate
volatility triggered by the publication of the Government's minibudget in September 2022, leading the Michelin Pensions Trust
Ltd to temporarily scale back its interest rate hedging program fora few weeks. The situation returned to normal in early December
2022. The actuarial loss recorded in “Other comprehensive
income” was limited.

Asset allocation analyses are performed periodically, generally
every three to five years, by an independent fiduciary body
(Investment Board, Board of Trustees) based onrecommendations made by independent advisors (actuaries,

Group contributions to pension plans and benefit payments made by these plans in 2023 and to be made over the following ten years
are as follows:
Pension plans(in € millions)

UnitedEuropeKingdom excluding(UK)
UK

Other plans
North
Americaand Other*

UnitedEuropeKingdom excluding
(UK)
UK

North
Americaand Other*

Group
total

CONTRIBUTIONS PAID AND BENEFITSPAID DIRECTLY BY THE GROUP
3

44

3

-

9

48

107

2024

3

63

3

-

16

51

136

2025

3

61

43

-

14

51

172

2026

3

73

59

-

31

49

215

2027

3

89

59

-

27

48

226

2028

1

67

61

-

38

48

215

2029-2033

3

369

291

1

258

223

1145

2023
ESTIMATES OF CONTRIBUTIONS TO BE
PAID AND BENEFITS TO BE PAID
DIRECTLY BY THE GROUP

*

_420

Payments for "Other" are not material.

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27.2 Defined contribution plans
Some companies support their employees in building up retirement savings through defined contribution plans.
In 2023, the contributions paid to defined contribution plans and expensed amounted to €256 million (2022: €253 million).
These plans are mainly found in the United States, Canada, the United Kingdom and France.

United States
The defined contribution plans in the United States include the Michelin Retirement Account Plan (MRAP) and various 401(k) plans. The
401(k) plans are voluntary and are funded by employee contributions with employer matching contributions.

CanadaThe defined contribution plans in Canada include the Defined Contribution Plan for the Employees of Michelin North America (Canada)Inc. as well as a registered retirement savings plan (RRSP). The defined contribution plan is funded by employer contributions andoptional employee contributions with employer matching.

United Kingdom
The main defined contribution pension plan in the United Kingdom is the Michelin Pension and Life Assurance Plan, DC Section.
The plan is funded by employee and employer contributions. Employees may also make optional contributions to the plan, which will be
partly matched by the Group.

FranceThere are two defined contribution pension schemes in France for the majority of employees: PERO (former Article 83) and PERCOL(former PERCO). The PERO is a mandatory retirement savings plan that is funded by contributions from employees and the employer.
The PERCOL is a voluntary retirement savings plan. Employee contributions to the plan are matched by capped employer contributions.

Note 28. SHARE-BASED PAYMENTS

5

28.1 Share grants and performance share plans
Changes in the number of share grants and performance share rights are as follows:
2023

2022

Number of share grants or performance
share rights outstanding

Number of share grants or performance
share rights outstanding

At January 1

5,949,494

5,214,472

Granted

3,257,003

1,899,470

Forfeited(1,061,855)(714,388)

Shares delivered(840,812)(450,060)

AT DECEMBER 31

7,303,830

5,949,494

Excellence Plan
In November 2023, 2,679,985 rights to performance shares were
granted to Group employees and the Managers. The rights are
subject to a four-year vesting period ending in November 2027
without any lock-up period. The shares will vest at the end of thisperiod if the performance objectives are met (stock market
performance, environmental performance of manufacturing
operations, employee engagement rate, sales growth and ROCE).
The fair value of each performance share right is estimated at€20.34. This fair value is based on the share price at the grantdate, less the present value of expected dividends that will not bereceived by grantees during the vesting period. The estimatedvalue of the stock market performance condition is deductedfrom the grant-date fair value of the performance share rights
based on the probability of this condition being met. The€41 million estimated total cost of the 2023 Excellence plan will
be recognized over the vesting period.

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The share grants and performance share plans have the following characteristics:

Vesting date

December 31, 2022
Number of share
grants or
performance sharerights outstanding

FranceOthercountries

FranceOthercountries

Number of share
grants or
performance sharerights outstanding

2019

2023

2023

15.50

15.50

-

852,764

2020

2024

2024

18.91

18.91

948,984

1,939,884

2020

2022

N/A

25.39

N/A

-

-

2021

2025

2025

27.40

27.40

1,228,236

1,257,376

2022

2026

2026

16.40

16.40

1,869,607

1,899,470

2023

2027

2027

20.34

20.34

2,679,985

-

2023

2027

2027

24.48

24.48

Grant date

Fair value at grant date

December 31, 2023

NUMBER OF SHARE GRANTS OR PERFORMANCE SHARE RIGHTS OUTSTANDING

577,018-

7,303,830

5,949,494

The expense recognized in 2023 for performance share plans amounts to €30 million (2022: €20 million). It is included in “Segment
other income and expenses”.

Recognition Plan
In November 2023, the Group granted 577,018 free share rights to employees, with a four-year vesting period ending inNovember 2027 and no lock-up period. The shares will vest automatically at the end of the period provided that the employees
concerned are still on the Group’s payroll at that date. As the allocation per employee does not exceed 250 shares, the Group has not
attached performance conditions to rights granted under the plan. The fair value of each free share right is estimated at €24.48. The€13 million estimated total cost of the Recognition plan will be recognized over the vesting period.

Note 29. PROVISIONS AND OTHER NON-CURRENT LIABILITIESProvisions and other non-current liabilities amount to €860 million (2022: €695 million) and include provisions for reorganizations andadaptation of activities, provisions for claims and litigation, warranties and other contingencies, and the contract liabilities described innote 3.8.

29.1 Changes in provisions (current and non-current)
Changes in provisions during the period are presented below:(in € millions)

At January 1, 2023

Litigation, warranties
and other provisions

Total

314

444

758

Additional provisions

502

156

658

Provisions utilized during the period

(177)

(120)

(298)

(1)

(22)

(23)

Unused provisions reversed during the period
Translation adjustments

(3)

(11)

(14)

Other effects

(1)

(42)

(43)

AT DECEMBER 31, 2023

634

405

1,038

259

106

365

Of which short-term portion (note 30)_422

Reorganizations andadaptation of activities

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29.2 Reorganizations and adaptation of activities
At December 31, the remaining provisions for reorganizations and adaptation of activities relate to the following countries:
December 31, 2023

(in € millions)

December 31, 2022

France159(1)Germany

340

(2)

231
27

United States

107 (3)

8

Other countries

28

48

TOTAL

634

314

(1) The total includes the provision set aside in 2022 for phase 3 of the simplification and competitiveness plan (note 9.2), as well as the balance of provisions set
aside in 2021 for phases 1 and 2.
(2) The total includes the provision set aside in 2023 in connection with the winding down of production at the Karlsruhe and Trier sites, as well as the productionof new tires and semi-finished products at Homburg (note 9.2).
(3) The total includes the provision set aside in 2023 for the winding down of passenger car tire production at the Ardmore plant (note 9.2)

29.3 Provisions for claims and litigation, warranties and other provisions
Provisions at December 31 concern the following risks:
December 31, 2023

December 31, 2022

Provisions for claims and litigation

57

87

Provisions for product warranties (note 3.8)

7876

(in € millions)

Provisions for product liability claims

68

68

Other provisions for contingencies

202

213

TOTAL

405

444

Provisions for claims and litigation mainly concern litigation with URSSAF dating back several years for €12 million (2022: €27 million).

5Note 30. PROVISIONS AND OTHER CURRENT LIABILITIESThe carrying amount of other current liabilities is presented in the table below:(in € millions)

December 31, 2023

December 31, 2022

Customers – Deferred rebates and other liabilities

777

763

Employee benefit obligations

976

752

Payroll tax liabilities

381

339

Provisions for reorganizations and adaptation of activities

259

196

Income tax payable

193

195

Other taxes

267

265

Other

454

458

3,307

2,968

PROVISIONS AND OTHER CURRENT LIABILITIES

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Note 31. NOTES TO THE STATEMENT OF CASH FLOWSCash flows are presented in detail in the table below:(in € millions)

2023

2022

Investment grants recognized in profit or loss

(12)

(12)

Change in employee benefit obligations

(35)

(28)

Change in litigation and other provisions

10

(13)

(188)

(181)

7

-

Other operating income and expenses (cash) and changes in provisions

(218)

(234)

Interest and other financial expenses paid

(407)

(378)

Interest and other financial income received

194

37

Dividends received

20

18

Restructuring costs
Other

Interest and other financial income and expenses received and paid, net

(193)

(323)

Change in inventories

775(1,055)

Change in trade receivables and advances

254

(746)

Change in trade payables and advances

(231)

48

Change in trade payables under reverse factoring agreements

(45)

(39)

Change in other receivables and payables

232

(285)

Change in working capital, net of impairment

985(2,077)Purchases of intangible assets (note 13)
Purchases of PP&E (note 14)
Government grants received

(232)

(222)

(2,004)(1,919)

6

6

(38)

94

Purchases of intangible assets and PP&E

(2,268)(2,041)

Increase in other non-current financial assets

(303)

(26)

Decrease in other non-current financial assets

273

14

Change in capital expenditure payables-

150

Net cash flows from borrowing collaterals

Net cash flows from cash management financial assets

14

17

Net cash flows from other current financial assets

(27)

(15)

Cash flows relating to other financial assets

(43)

140

Increase in non-current financial liabilities

23

67

Decrease in non-current financial liabilities

(33)

(168)

Repayment of lease liabilities

(279)

(268)

(1,134)

(575)

(32)

(7)

(1,455)(951)

 New leases (note 14)

363

198

 New emission allowances granted

1413

 Change in payment commitments for non-consolidated equity investments

(2)

28

Net cash flows from current financial liabilities
Derivatives
Cash flows relating to financial liabilities
Details of non-cash transactions:_424

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Note 32. COMMITMENTS AND CONTINGENCIES
32.1 Commitments
32.1.1 Capital expenditure commitments
Capital expenditure on the main projects which were contracted but not delivered before December 31, 2023, amounts to €322 million(of which €262 million is likely to be delivered in 2024).

32.1.2 Other commitments
The Group has many purchase commitments for goods and services. These commitments are in line with the level of activity expected in
the first half of 2024. They are entered into on arm's length terms in the normal course of business.

32.2 Contingencies
32.2.1 Michelin Pension Trust Ltd UK
Following adoption of the Pensions Act 2004 in the United
Kingdom, a multi-annual plan of contributions to the UK pension
fund (the “Recovery Plan”) was established between the Group's
UK companies and their pension funds. In order to limit theamount of contributions, the Group issued guarantees to thepension funds to cover the contributions to be made by its
subsidiaries. Michelin Pensions Trust Ltd has also received an
additional guarantee covering the possible insolvency of theparticipating entities. The risk is considered unlikely and theguarantee is capped at £100 million.
The last Recovery Plan calculations were performed at March 31,
2023 and the next ones will be performed at March 31, 2026.
The actuarial assumptions used to measure the Recovery Planliability are generally more conservative than the ones used tomeasure defined benefit obligations under IAS 19.

The amount of the Group's guarantee is equal to the difference, if
positive, between the present value of future contributions andthe amount of the provision booked in the accounts. At
December 31, 2023, the present value of future contributions
was less than the provision booked in the accounts.
Consequently, the amount of the guarantees given to theMichelin Pensions Trust Ltd UK and the Fenner Pension Scheme
Trustee Limited was equal to zero at that date.
For the Michelin Pension Trust Ltd, contributions are payable tothe plan if the plan is underfunded. If the plan is overfunded, thecontributions are deposited in an escrow account up to a certain
level of overfunding, after which a contributions holiday is
granted. When the amount in escrow exceeds a certain level, thelocal entity may apply for a refund.

5

For Fenner UK Pension Scheme Trustee Limited, a contributions
holiday is granted once a certain funding level is met.

32.2.2 Other contingencies
In the normal course of business, the Group companies may be
involved in administrative proceedings, litigation and claims.
Although provisions have been recognized when the risks are
established and an outflow of financial resources is probable,
there exist uncertainties concerning some of these administrative
proceedings, litigation and claims.

In the opinion of Group management, there are no othergovernmental, judicial or arbitration proceedings likely to have amaterial impact on the Group's financial position or cash position.

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32.3 Assets pledged as collateral
32.3.1 Property, plant and equipment
Property, plant and equipment pledged as collateral for debt amounted to €33 million (2022: €33 million).

32.3.2 Financial assets
The €125 million held in an escrow account linked to the pension
plan in the United Kingdom (2022: €116 million) is pledged to theplan and is therefore not freely available (note 15.2).

Loans and deposits amounting to €43 million (2022: €57 million)
are pledged as collateral for debt (note 16).

32.3.3 Trade receivables
The Group runs two separate programs whereby certain
European and North American subsidiaries have transferredownership interests in portfolios of eligible trade receivables. The
maximum financing that can be raised from these programs
amounts to €390 million (2022: €488 million). Since the Grouphas retained substantially all the risks and rewards of ownership,

the ownership interests in the trade receivable portfolios sold by
the European and North American subsidiaries have not been
derecognized and the financing received from the financial
institutions, amounting to €15 million at December 31, 2023
(2022: €15 million), has been accounted for as secured debt
(note 26.2).

Note 33. FINANCIAL RISK MANAGEMENT
33.1 Financial risk management policy
33.1.1 Organization of financial risk management
The Corporate Financing Department controls, measures andsupervises financial risks for each company and region, as well as
at Group level. The Corporate Financing Department reports
directly to the Group Finance Department.

All strategic decisions regarding Group financial risk hedging
policy are made by the Group Finance Department. As a generalrule, the Group strictly limits the use of derivatives to the sole
purpose of hedging clearly identified exposures.

One of the Corporate Financing Department's ongoing missions
is the formulation of financial risk management policies,
monitored on the basis of a full array of internal standards,
procedures and authoritative literature. Regional financemanagers oversee the implementation of the Group's financial
risk management policies by the regional treasury centers.
Compliance with financial risk policies is assessed throughinternal audit reviews to evaluate risk control efficiency andidentify areas of improvement.

A Financial Risks Committee is responsible for establishing andvalidating financial risk management policies, identifying andmeasuring these risks and validating and monitoring hedging
programs. The Financial Risks Committee, which is chaired by aManager, meets on a monthly basis and includes members of
the Group Finance Department and the Corporate Financing
Department.

33.1.2 Liquidity risk
Risk factors
Liquidity is defined as the ability to repay borrowings when theyfall due and to find new stable sources of financing so that there
is always sufficient money to cover expenses. In the course of its
business, the Group is exposed to the risk of having insufficient_426

liquid resources to finance its operations and make theinvestments needed to drive its growth. It must therefore
manage its cash reserves and confirmed lines of credit on acontinuous basis.

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Risk management response

The Corporate Financing Department is responsible for ensuringthat the Group has access to adequate financing and liquidity at
the lowest cost. The Group raises financing through long‑term
debt issues (bonds) on the capital markets, as well as throughbank facilities (loans and credit lines), commercial paper
programs and receivables securitization programs. The Group
has also negotiated confirmed back-up credit lines and maintains
cash reserves that are calibrated in order to meet short-term
debt refinancing needs. Long-term financing and confirmed backup credit lines are essentially concentrated at the level of theGroup financial holding companies.
Except in the case of particular restrictions or opportunities dueto the specific features of local financial markets, the Group
companies are financed in accordance with the following model:

For subsidiaries that do not participate in the cash pool,
short‑term financing is the responsibility of the local treasurer.
The management of liquidity risk is supported by a forecasting
system of short-, medium- and long-term financing requirements
based on business forecasts and the strategic plans of theoperating entities.
As a matter of prudent financial policy, the Group guards against
the inclusion in its financial contracts of hard covenants ormaterial adverse change clauses that could affect its ability todraw down credit lines or the facilities' term. At the reporting
date, none of the Group's loan agreements included any clausesof this type. Concerning default and acceleration clauses includedin the Group's loan agreements, the probability of trigger eventsoccurring is low and the possible impact on the Group's financial
position would not be material.

● cash pooling with the Group for the management of day-today liquidity requirements;● intercompany credit lines and loans to meet medium andlong-term requirements.

33.1.3 Currency risk
Risk management response

Risk factors

Currency risk is defined as the impact on financial indicators offluctuations in the exchange rates of foreign currencies used in
the normal course of business. The Group is exposed to currency
risks on its foreign currency transactions (transaction risk) andalso on the translation of its net investment in foreign subsidiaries(translation risk).
Foreign currency transaction risk arises from the monetary assets
and liabilities of the company and its subsidiaries (mainly cash
and cash equivalents, receivables, payables and borrowings) thatare denominated in foreign currencies. It corresponds to the riskof a change in the exchange rate between the date when thesemonetary assets and liabilities are recorded in the accounts andthe date when they are recovered or settled.
Foreign currency translation risk arises from the Group's net
investment in foreign subsidiaries. It corresponds to the risk of achange in the exchange rate used to translate the net investmentin the foreign subsidiary into euros during the consolidation
process.
During certain operations, the Group may face foreign exchange
exposures not recognized in the accounts but which can have asignificant impact on the cash flow of the Group. These are futuretransactions such as the payment of internal Group dividends
and internal Group capital increases, or company acquisitions. In
this case, the Group may put in place hedging of its economic
foreign exchange risk.

Foreign currency transaction risk

Foreign currency transaction risk is monitored locally by theCompany and its subsidiaries and at Group level by the
Corporate Financing Department.
Each Group company continually calculates its accounting
exposure in relation to its functional currency and hedges it
systematically. Temporary exemptions can, however, beapproved by the Group Finance Department when it is notpossible to hedge a currency on the market or when an
exemption is justified due to exceptional market conditions.

5

Foreign currency payables and receivables of the same type
and with equivalent maturities are netted off and only the net
exposure is hedged. This is normally carried out throughCompagnie Financière Michelin Suisse SA, or, alternatively,
through a bank. Compagnie Financière Michelin Suisse SA in turnassesses its own resulting net exposure and hedges it with its
banking partners. The main hedging instruments used are
forward currency contracts. The structural exposure is hedgedusing long-term instruments (with a life of up to four years) andthe operational exposure is hedged using short-term
instruments (generally expiring within three months). Currency
risk monitoring and hedging is based on Group internal
standards and procedures. A system to closely monitor foreign
currency transaction risk is implemented throughout the Group
under the responsibility of the Corporate Financing Department.
Gains and losses on foreign currency transactions are tracked ona monthly basis in a detailed management report.

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Currency translation risk

Foreign currency economic risk

The Group does not use hedging instruments to actively manage
this risk.

The risk is hedged as soon as the transaction is highly probableand is above certain thresholds determined by the Group risk
management policy, approved by the Financial Risks Committee.
The instruments used are mainly currency options.

Investments in foreign subsidiaries are booked in the functional
currency of the parent company and are not included in thelatter's foreign exchange position.

33.1.4 Interest rate risk
Risk factors

Risk management response

The Group's income statement may be affected by interest
rate risk. An unfavorable change in interest rates may
adversely affect future finance costs and cash flows. The
Group is in a net debt position and is exposed to the risk of anincrease in interest rates on the portion of its debt that is atvariable rates. It may also be exposed to an opportunity risk inthe case of a fall in interest rates, if too great a proportion ofdebt is at fixed rates, as well as on financial investments,
depending on their interest terms.

The objective of interest rate management is to minimize
financing costs whilst protecting future cash flows against
unfavorable movements in interest rates. For this purpose, theGroup uses various derivative instruments available in themarket, but restricts itself to the use of "plain vanilla" instruments(mainly interest rate swaps).
Interest rate exposure is analyzed and monitored by the Financial
Risks Committee using monthly performance indicators andmanagement reports.
The interest rate position is centralized by currency by the
Corporate Financing Department, which is the only department
permitted to undertake hedging operations. Interest rate hedging
is concentrated on the main currencies. The Financial Risks
Committee sets hedging limits by currency, taking into
consideration the Group's gearing as hedging needs change inline with this ratio.

33.1.5 Equity risk
Risk factors

Risk management response

The Group holds non-controlling interests in companies whose
share price fluctuates, among other things, in line with changes in
the global stock markets, the multiples applied by the markets tothe industries in which these companies operate and their
specific economic and financial metrics. Equity investments are
made for strategic rather than trading purposes.

The Group Investments Committee, which comprises
representatives from the Finance, Legal Affairs, Mergers &Acquisitions and Strategy Departments, is responsible for
ensuring that investment management and monitoring rules areproperly applied for its non-controlling interests. To this end, it
reviews investments at annual intervals to assess the risk level
and actual results compared to defined targets.

Equities are held under a medium- or long-term strategy, and not
for short-term trading portfolio management. Equity investments
are made for strategic rather than trading purposes. Equities areheld under a medium- or long-term strategy, and not for shortterm trading portfolio management.

33.1.6 Counterparty risk

_428

Risk factors

Risk management responseCounterparty risk is the risk of a debtor refusing or being unable
to fulfill all or part of its obligations. The Group is exposed tocounterparty risk on its contracts and financial instruments.
Counterparty risk may lead to an impairment loss or a loss ofliquidity. The Group is exposed to the risk of impairment losses
arising from the investment of available cash in money market
instruments and other marketable securities, as well as on
finance receivables, derivative instruments and third-party
guarantees. It is exposed to the risk of a loss of liquidity on its
undrawn confirmed lines of credit.

The Group chooses its banks extremely carefully, particularly
when it comes to the management of its cash investments. As it
would be inappropriate to add financial risk to the other risks thatare associated with its operations, the Group gives priority to thesecurity and the liquidity of its cash investments. Cashinvestments consist of (i) financial instruments that are subject tono risk or an insignificant risk of changes in value purchased froma sufficiently diversified group of leading banks, and(ii) unrestricted units in diversified money market funds or
short‑term bond funds.

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The Group is also exposed to counterparty risk on derivative
instruments used for hedging purposes that have a positive fairvalue. These hedging instruments and the level of concentration
by bank are tracked weekly by Group Treasury and monitored
monthly by the Financial Risks Committee.

In order to mitigate counterparty risk on its derivative
instruments, the Group exchanges collateral with its main banks.

33.1.7 Credit risk
Risk factors

Risk management response

Credit risks may arise when the Group grants credit to its
customers. If a customer becomes insolvent or files forbankruptcy, it may default on the receivables held by the Groupand this may have a negative impact on the Group's earnings andcash flows.

The Credit Department, which is part of the Group Financial
Department, sets the maximum payment terms and customer
credit limits to be applied by the operating companies.
It manages and controls credit activity, risk and results, and is also
responsible for managing and collecting trade receivables. The
main policies and procedures are defined at Group level and aremonitored and controlled at both regional and Group level.

33.2 Financial risk data
33.2.1 Liquidity risk
At December 31, 2023, the debt repayment schedule (principal and interest) and the maturities of undrawn confirmed credit lines wereas follows:
2024

2025

2026

2027

2028

Bonds

68

813

59

355

552

53

3,416

Commercial paper

301

-

-

-

-

-

-

Loans from financial institutions and
other

284

40

15

9

4

-

13

Lease liabilities

272

222

172

116

77

49

217

(in € millions)2029 2030 and beyond

Derivative instruments

(18)

(27)

(30)

(23)

-

-

-

DEBT REPAYMENT SCHEDULE

907

1,048

216

457

633

102

3,646

-

-

-

46

2,454

-

-

LONG-TERM UNDRAWNCONFIRMED CREDIT LINESThis table analyzes principal and interest payments on debt by
payment date, as projected using available market data at thereporting date (interest is calculated in each currency on thebasis of market rates, and converted into euros at period-end
rates). The amounts shown are not discounted.
On May 23, 2022, the agreement for the €2,500 million
syndicated credit lines was amended. The new agreement
provided for a new five-year maturity (2027) with two one-year
extension options at the lenders' discretion. The first extension
option was exercised in 2023, extending the maturity of
substantially all the lines to 2028 (€2,454 million).

5

The Group considers that at December 31, 2023 its sources offinancing were sufficient to meet the needs of the business, with:● cash and cash equivalents for €2,515 million;● cash management financial assets for €285 million;● a €2,500 million NEU commercial paper program, of which€250 million had been utilized at December 31, 2023;● a $700 million (€630 million) US commercial paper program,of which $50 million (€45 million) had been utilized at
December 31, 2023;● two €390 million receivables securitization programs that are
utilized based on the availability of sufficient receivables of
the required quality, with securitization debt at December 31,
2023 amounting to €15 million;● €2,500 million in confirmed undrawn lines of credit.

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33.2.2 Currency risk
Foreign currency transaction risk
Net currency hedging positions are presented in the table below:
December 31, 2023
(in € millions)

Hedges

December 31, 2022

EUR

THB

USD

GBP

Other

EUR

CNY

USD

MXN

Other

62

(597)

(3,495)

(491)

(351)

329

(119)

(2,160)(1,049)(1,360)Because of the low volume of cash flow hedges (note 16), thesensitivity of equity to currency risk is not material.

“Other” currencies mainly include currency hedges in AUD and CAD
in 2023, and in GBP, THB and AUD in 2022.
A 1% unfavorable change in exchange rates for the above
currencies against the euro would not have a material adverse
effect on the consolidated income statement. This relatively low
sensitivity to foreign currency transaction risk is consistent withthe objective described in section 33.1.3.

Currency translation risk
A breakdown of equity by currency is provided in the following table:
December 31, 2023

December 31, 2022

EUR

8,537

7,754

USD

4,305

4,369

GBP

1,286

1,082

CNY

1,117

1,056

(in € millions)

BRL

942

1,011

THB

763

704

CAD

429

484

MXN

(9)

99

Other
TOTAL

588

557

17,958

17,11633.2.3 Interest rate risk
Net debt at December 31, 2023 breaks down as follows by type of hedge and by currency:

Net debt before hedging(in € millions)

USD

311

13

Total
324

2,927

Net debt after currency
hedging but before
interest rate hedging

Interest rate
hedging

Net debt after hedging

Fixed Variable

Fixed Variable

Fixed Variable

Total

1,139

3,251

311

2,940

Total
3,251

828

(828)

2,112

GBP

41

(6)

35

496

41

490

531

166

(166)

207

324

531

THB

45

23

68

422

45

445

490

314

(314)

359

131

490

AUD

35

(15)

20

208

35

193

228

124

(124)

159

69

228

BRL

14

(63)

(49)

205

14

142

156

70

(70)

84

72

156

EUR

4,961

(1,936)

3,025(4,408)

4,961(6,344) (1,383)

-

-

4,961

106

(150)

(44)

149

106

-

106

247

(247)

353

(247)

106

5,513

(2,134)

3,379

-

5,513

(2,134)

3,379

1,749

(1,749)7,262(3,883)

3,379

Other currencies
Total before
derivatives
Fair value ofderivatives included in
net debt
NET DEBT(NOTE 26)

_430

Fixed Variable

Currency
hedging(6,344) (1,383)

(98)

(98)

(98)

3,281

3,281

3,281

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The main reference rates to which the Group is exposed are Euribor and SOFR.
Financial instruments that are backed by a benchmark rate subject to the Libor reform have no significant impact on the Group's
consolidated financial statements.
A 1-point parallel shift in the yield curves applied to the net debt components would have the following impact at December 31, 2023:
Fair value impact
Annualized cash
impact recognizedin the income
statement

Recognized in theincomestatement(1)Recognized inothercomprehensive
income(2)Not recognized(3)Total

1-point decrease

(39)

(26)

-

(315)

(341)

1-point increase

39

25

-

315

340

(in € millions)(1) The Group interest rate policy aims at hedging perfectly identified future cash flows. However, some derivative instruments do not qualify for hedge accounting
under IFRS and are measured at fair value through profit or loss.
(2) For derivatives qualifying for hedge accounting (cash flow hedges).
(3) Some fair value impacts are not accounted for since the underlying net debt component is not booked at fair value but at amortized cost.

33.2.4 Equity risk
Equity risk is the risk of a 10% unfavorable change in the price of equities held by the Group.
December 31, 2023

December 31, 2022

Carrying amount (note 15.1)

412

387

IMPACT ON EQUITY OF A 10% UNFAVORABLE CHANGE IN THE PRICE OF EQUITIESHELD BY THE GROUP

(33)

(31)

(in € millions)533.2.5 Counterparty risk
At December 31, 2023, 32% of cash and cash equivalents (including cash management financial assets and borrowing collateral) wasinvested in money market or short term bond funds to allow for a maximum diversification of the counterparty risk. The balance isinvested directly with international banks that meet the counterparty risk management criteria defined by the Group.
Furthermore, most derivatives are contracted with the same banks.

33.2.6 Credit risk
At December 31, 2023, net receivable balances from the tenlargest customers amounted to €541 million (2022: €548 million).
Out of these, five were located in North America and five inEurope. At the same date, 78 customers (2022: 84) had been
granted credit limits in excess of €10 million. Out of these,

29 were located in Europe, 28 in North America, ten in Asia, fourin South America, four in the Africa, India, Middle East region andthree in Central America. No material collateral has been received
to limit the related credit risk. In 2023, credit losses represented
0.05% of sales (2022: 0.10%).

33.2.7 Commodities derivatives
In 2023, the Group did not have any material hedges of commodities purchases (note 16.3).

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33.3 Capital risk management
The Group's objectives when managing its capital are to protect its ability to continue as a going concern and to ensure its development,so that it can provide returns for shareholders and benefits for other stakeholders.
The main indicator used for capital management purposes is gearing. Gearing corresponds to the ratio of net debt to equity.
December 31, 2023

December 31, 2022

Net debt (note 26)

3,281

4,320

Equity17,958

17,1160.18

0.25(in € millions)

GEARING33.4 Classification of financial assets
Group financial assets break down as follows between the categories “at fair value through profit or loss (FVTPL)”, “at fair value throughother comprehensive income (FVOCI)” and “at amortized cost” at December 31, 2023:(in € millions)

Trade receivables

FVTPL

FVOCI

Amortized cost

Total 2023

-

-

3,850

3,850

Current financial assets

78

-

434

512

Cash and cash equivalents

1,282

-

1,233

2,515

Non-current financial assets

468

412

725

1,605

TOTAL FINANCIAL ASSETS

1,828

412

6,242

8,482

Non-current financial assets at fair value through profit or loss consist mainly of the Solesis preferred shares (note 4.2.2) and the escrowaccount related to UK pension plans (note 27).
Investments in non-consolidated companies are measured at fair value through other comprehensive income (note 15).

33.5 Fair value measurement hierarchy
The following tables present Group assets and liabilities measured at fair value at December 31, 2023 and 2022 by level in the fair value
measurement hierarchy:
Level 1(in € millions)

Cash and cash equivalents
Current financial assets (including derivatives)
Non-current financial assets (including derivatives)

Level 2

Level 3

Total 2023

1,282

-

-

1,282

43

35

-

78

159

334

387

880

1,484

369

387

2,240

Derivative instruments (note 16.2)

-

20

-

20

TOTAL LIABILITIES

-

20

-

20

Level 1

Level 2

Level 3

Total 2022

1,593

-

-

1,593

57

153

-

210

TOTAL ASSETS(in € millions)

Cash and cash equivalents
Current financial assets (including derivatives)
Non-current financial assets (including derivatives)
TOTAL ASSETS

145

303

367

815

1,795

456

367

2,618

Derivative instruments (note 16.2)

-

114

-

114

TOTAL LIABILITIES

-

114

-

114

There has been no significant transfer during these two years between level 1 and level 2.

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The following table presents the changes in level 3 instruments for the year ended December 31, 2023:(in € millions)

At January 1, 2023

367

Acquisitions

28

Disposals-

Gains or losses for the year recognized in other comprehensive income

(4)

Other

(4)

AT DECEMBER 31, 2023

387

Note 34. RELATED-PARTY TRANSACTIONSManagement and Supervisory Bodies
In 2023, Florent Menegaux, Managing Chairman and Managing
General Partner of Compagnie Générale des Établissements
Michelin, received a statutory distribution of €0.9 million in 2023
based on 2022 net income (2022 based on 2021 net income:€2.6 million). He was also awarded compensation of €1.5 million(payroll taxes included) as Chairman of Manufacture Française
des Pneumatiques Michelin (2022: €1.4 million). The benefits thatvested during the period in respect of a post-employment
defined benefit plan amounted to €0.4 million (2022:€0.3 million). In addition, an expense of €0.8 million (2022:€0.5 million) was recognized in the Company's 2023 financial
statements, corresponding to performance shares granted to
Florent Menegaux in respect of years after 2019.

Yves Chapot received compensation of €1.9 million (payroll taxes
included) in 2023 as General Manager of Compagnie Générale
des Établissements Michelin (2022: €2.2 million). The benefits thatvested during the period in respect of a post-employment
defined benefit plan amounted to €0.6 million (2022:€0.4 million). A provision of €1.2 million (including payroll taxes)
was recognized at December 31, 2023 based on vested rights
under the annual variable compensation plan. In addition, an
expense of €0.5 million (2022: €0.3 million) was recognized in the
Company's 2023 financial statements, corresponding toperformance shares granted to Yves Chapot in respect of years
after 2019.

At December 31, 2023, the Group Executive Committee had nine members (2022: nine members). Employee benefits costs formembers of the Group Executive Committee break down as follows:
2023

2022

Short-term and termination benefits

9.2

10.3

Post-employment benefits

1.5

1.2

(in € millions)

Other long-term benefits--

Share-based payments

1.5

1.9

COMPENSATION GRANTED TO MEMBERS OF THE GROUP EXECUTIVE COMMITTEE

12.2

13.4

5

The compensation paid in 2023 to the Supervisory Board members was:
● €0.4 million for 2023;● €0.8 million for 2022 (2022 for 2021: €0.7 million).

Note 35. EVENTS AFTER THE REPORTING DATE
Michelin is one of the European tire manufacturers under investigation by the European Commission. The Group reaffirms that it
scrupulously complies with antitrust legislation in every host country. As a result, it categorically denies the existence of any
anticompetitive practices, as alleged by the European Commission in its January 30, 2024 press release, much less any pricecoordination.
No impact has been recognized in the 2023 financial statements.

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Note 36. LIST OF CONSOLIDATED COMPANIESCountries are presented based on the Michelin geographical regions and are listed within each region according to the alphabeticalorder of the French names.
Companies

Consolidation method

Registered officeType%interest

EUROPEGERMANY
Michelin Reifenwerke AG & Co. Kommanditgesellschaft
auf Aktien

Full consolidation method

Karlsruhe

Manufacturing & commercial

100.00Euromaster GmbH

Full consolidation method

Mannheim

Commercial

100.00Euromaster Reifenservice Deutschland GmbH

Full consolidation method

Mannheim

Commercial

100.00Euromaster Immobilien GmbH

Full consolidation method

Mannheim

Commercial

100.00

Advantico GmbH

Full consolidation method

Mannheim

Commercial

60.00

Michelin Deutschland GmbH

Full consolidation method

Karlsruhe

Financial

100.00PTG Reifendruckregelsysteme GmbH

Full consolidation method

Neuss

Commercial

100.00Michelin Finanz Gesellschaft für Beteiligungen AG & Co.
OHG

Full consolidation method

Karlsruhe

Financial

100.00Ihle Tires GmbH

Full consolidation method

Muggensturm

Commercial

100.00

Tirecorp GmbH

Full consolidation method

Muggensturm

Commercial

100.00Ihle International GmbH

Full consolidation method

Muggensturm

Commercial

100.00

ProServ Produktionsservice und Personaldienste GmbH

Equity method

Karlsruhe

Miscellaneous

35.00

Dichtelemente Hallite GmbH

Full consolidation method

Hamburg

Manufacturing & commercial

100.00Camso Deutschland GmbH

Full consolidation method

Duisbourg

Commercial

100.00Masternaut GmbH

Full consolidation method

MunichCommercial

100.00

AUSTRIA
Michelin Reifenverkaufsgesellschaft m.b.H.

Full consolidation method

ViennaMiscellaneous

100.00Euromaster Reifenservice GmbH

Full consolidation method

ViennaCommercial

100.00Camso Austria GmbH

Full consolidation method

Korneubourg

Commercial

100.00BELGIUM
Michelin Belux S.A.

Full consolidation method

ZellikCommercial

100.00Michelin R&D Belgium NV

Full consolidation method

Ghent

Financial

100.00Eurowheel BVBA

Full consolidation method

Herenthout

Manufacturing100.00ITC International Tire NV

Full consolidation method

Wommelgem

Commercial

85.00

Industrial International Tire Company NV

Full consolidation method

Wommelgem

Commercial

85.00

Pennel & Flippo SA

Full consolidation method

Mouscron

Financial

100.00

Full consolidation method

Sofia

Miscellaneous

100.00

Full consolidation method

ZagrebCommercial

100.00

Full consolidation method

Skanderborg

Commercial

100.00Michelin Gummi Compagni A/SFull consolidation method

Frederiksberg

Miscellaneous

100.00Viborg Direct A/SFull consolidation method

Skanderborg

Commercial

100.00Michelin España Portugal, S.A.

Full consolidation method

Valladolid

Manufacturing & commercial

99.81

Euromaster Automoción y Servicios, S.A.

Full consolidation method

MadridCommercial

100.00Nex Tyres, S.L.

Full consolidation method

LleidaCommercial

50.00

Lehigh Spain, S.L.

Full consolidation method

Barcelona

Miscellaneous

100.00Servicios y Asistencia OK24, S.L.

Full consolidation method

MadridCommercial

51.00

Fundación Michelin España Portugal

Full consolidation method

Valladolid

Miscellaneous

99.81

Equity method

LleidaMiscellaneous

20.00

Fenner Dunlop, S.L.

Full consolidation method

Esparreguera

Manufacturing & commercial

100.00Camso Spain, S.L.

Full consolidation method

Saragossa

Commercial

100.00Masternaut Iberica, S.L.

Full consolidation method

MadridCommercial

100.00

BULGARIA
Michelin Bulgaria EOOD
CROATIA
Michelin Hrvatska d.o.o.
DENMARK
Euromaster Danmark A/S

SPAIN

Rodi Metro, S.L.

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CompaniesType%interest

Tallinn

Miscellaneous

100.00Peetri

Manufacturing & commercial

100.00

Full consolidation method

Espoo

Miscellaneous

100.00

Full consolidation method

Pori

Commercial

100.00Consolidation method

Registered officeMichelin Rehvide OÜ

Full consolidation method

Technobalt Eesti OÜ

Full consolidation method

Oy Suomen Michelin Ab
Suomen Euromaster Oy

ESTONIAFINLANDFRANCE
Compagnie Générale des Établissements Michelin

Full consolidation method

Clermont-FerrandParent-Compagnie Financière Michelin

Full consolidation method

Clermont-Ferrand

Financial

100.00

Manufacture Française des Pneumatiques Michelin

Full consolidation method

Clermont-Ferrand

Manufacturing & commercial

100.00Pneu Laurent

Full consolidation method

Avallon

Manufacturing & commercial

100.00

Simorep et Cie - Société du Caoutchouc SynthétiqueMichelin

Full consolidation method

Bassens

Manufacturing100.00Euromaster France

Full consolidation method

MontbonnotSaint‑Martin

Commercial

100.00Michelin Aircraft Tyre

Full consolidation method

Clermont-FerrandCommercial

100.00Transityre France

Full consolidation method

Clermont-FerrandCommercial

100.00Spika

Full consolidation method

Clermont-Ferrand

Financial

100.00Michelin Air Services

Full consolidation method

Clermont-FerrandMiscellaneous

100.00Tyredating

Full consolidation method

Lyon

Commercial

100.00Ihle France

Full consolidation method

Schiltigheim

Commercial

100.00Euromaster Services et Management

Full consolidation method

Clermont-FerrandCommercial

100.00100.00

GIE Michelin Placements

Full consolidation method

Clermont-Ferrand

Financial

Société d'Investissements et de MécaniqueFull consolidation method

Montagny

Miscellaneous

100.00Michelin Ventures SAS

Full consolidation method

Clermont-Ferrand

Financial

100.00

OxymoreFull consolidation method

MontbonnotSaint‑Martin

Commercial

95.00

Teleflow SAS

Full consolidation method

Mably

Miscellaneous

100.00Michelin Middle East

100.00

Full consolidation method

Clermont-Ferrand

Financial

AddUp

Equity method

Cébazat

Manufacturing

59.75

MMM !

Full consolidation method

Paris

Miscellaneous

100.00Allopneus

Full consolidation method

Aix-en-Provence

Commercial

100.00Call For You

Full consolidation method

Aix-en-Provence

Commercial

100.00

Log For You

Full consolidation method

Aix-en-Provence

Commercial

100.00Watèa SAS

Equity method

Clermont-FerrandCommercial

70.00

Société Internationale de Plantations d'Hévéas

Equity method

Courbevoie

Miscellaneous

41.97

SymbioEquity method

Fontaine

Miscellaneous

33.33

Taquipneu

Equity method

Montauban

Miscellaneous

22.92

Hympulsion

Equity method

Lyon

Manufacturing & commercial

22.78

Fenner Dunlop SARL

Full consolidation method

Elancourt

Manufacturing & commercial

100.00Camso France SAS

Full consolidation method

Le Malesherbois

Commercial

100.00Commercial

100.00

Manufacturing100.00100.00Masternaut SAS

Full consolidation method

BoulogneBillancourt

Michelin Engineered Polymers

Full consolidation method

Clermont-FerrandMichelin Inflatable Solutions

Full consolidation method

Trappes

MiscellaneousMichelin Editions SAS

Equity method

Paris

Miscellaneous

40.00

S.A.S. Foncière LePic

Equity method

Clermont-FerrandMiscellaneous

22.00

Flex Composite Group SA

Full consolidation method

Lille

Financial

100.00

Orca Sales

Full consolidation method

Lille

Commercial

100.00

Foncière Centre des Matériaux Durables
ASM Clermont Auvergne

Equity method

Clermont-FerrandMiscellaneous

22.00

Full consolidation method

Clermont-FerrandMiscellaneous

100.00SAS SUPCAM

Full consolidation method

Clermont-FerrandMiscellaneous

100.00PUSCAM

Full consolidation method

Clermont-FerrandMiscellaneous

100.00CAMPUS

Full consolidation method

Clermont-FerrandMiscellaneous

51.00

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Consolidation method

Registered officeType%interest

Full consolidation method

Halandri

Commercial

100.00Michelin Hungaria Tyre Manufacture Ltd.

Full consolidation method

Nyíregyháza

Manufacturing & commercial

100.00Ihle Magyarország Kft.

Full consolidation method

Komárom

Commercial

100.00

Full consolidation method

DublinMiscellaneous

100.00Equity method

Ennis

Miscellaneous

25.00

Companies
GREECE
Elastika Michelin Single Member S.A.
HUNGARYIRELAND
Miripro Insurance Company DAC
Async Technologies Limited
ITALY
Società per Azioni Michelin Italiana

Full consolidation method

Turin

Manufacturing & commercial

100.00Fondazione Michelin Sviluppo

Full consolidation method

Turin

Miscellaneous

100.00Euromaster Italia S.r.l.

Full consolidation method

Milan

Commercial

100.00

MAV S.p.A.

Full consolidation method

Bosentino

Manufacturing & commercial

100.00Hallite Italia S.r.l.

Full consolidation method

Collesalvetti

Manufacturing & commercial

100.00Fenner Dunlop Italia S.r.l.

Full consolidation method

Milan

Manufacturing & commercial

100.00Camso Manufacturing Italy S.r.l.

Full consolidation method

Milan

Manufacturing100.00Camso Italy S.p.A.

Full consolidation method

OzzeroCommercial

100.00Webraska Italia S.r.l.

Full consolidation method

Milan

Miscellaneous

100.00TRK S.r.l.

Full consolidation method

Milan

Commercial

100.00Black Circles Italy

Full consolidation method

Milan

Commercial

100.00Faitplast Dvpt S.p.A.

Full consolidation method

Cellatica

Financial

100.00100.00FCG Composite Italy S.p.A.

Full consolidation method

VeniceFinancial

Fait plast S.p.A.

Full consolidation method

Cellatica

Manufacturing & commercial

100.00Angeloni Group S.r.l.

Full consolidation method

VeniceManufacturing & commercial

100.00SELCOM S.r.l.

Full consolidation method

Fregona

Manufacturing & commercial

100.00

Full consolidation method

Riga

Manufacturing & commercial

100.00

Full consolidation method

Vilnius

Manufacturing & commercial

100.00LATVIATB Industry SIA
LITHUANIATechnobalta UAB
LUXEMBOURG
Camso International S.à.r.l.

Full consolidation method

Luxembourg

Financial

100.00Camso Holding S.à.r.l.

Full consolidation method

Luxembourg

Financial

100.00NORWAY
Norsk Michelin Gummi AS

Full consolidation method

Oslo

Miscellaneous

100.00Fenner Mandals AS

Full consolidation method

MandalManufacturing & commercial

100.00Euromaster Bandenservice B.V.

Full consolidation method

DeventerCommercial

100.00Michelin Nederland N.V.

Full consolidation method

DrunenCommercial

100.00NETHERLANDSTransityre B.V.

Full consolidation method

Breda

Commercial

100.00Michelin Distribution B.V.

Full consolidation method

Breda

Commercial

100.00

Actor B.V.

Full consolidation method

DeventerCommercial

100.00Equity method

Maastricht

Miscellaneous

50.00

Dunlop Service B.V.

Full consolidation method

Klazienaveen

Manufacturing & commercial

100.00Fenner Dunlop B.V.

Full consolidation method

Drachten

Manufacturing & commercial

100.00Dunlop Enerka Netherlands B.V.

Full consolidation method

Drachten

Financial

100.00100.00MC Projects B.V.

_436

Dunlop Service International B.V.

Full consolidation method

Drachten

Financial

Camso Nederland B.V.

Full consolidation method

Nieuwegein

Commercial

100.00Masternaut B.V.

Full consolidation method

Rotterdam

Commercial

100.002023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Companies%
interest

Consolidation method

Registered officeType

Michelin Polska sp. z o.o.

Full consolidation method

Olsztyn

Manufacturing & commercial

100.00Euromaster Polska sp. z.o.o.

Full consolidation method

Olsztyn

Commercial

100.00

POLAND

Michelin Development Foundation (Fundacja Rozwoju
Michelin)

Full consolidation method

Olsztyn

Miscellaneous

100.00Dunlop Conveyor Belting Polska sp. z.o.o.

Full consolidation method

Mikołów

Manufacturing & commercial

100.00Camso Polska S.A.

Full consolidation method

Warsaw

Commercial

100.00Michelin Speciality Materials Recovery Poland sp. z o.o.

Full consolidation method

Olsztyn

Manufacturing & commercial

100.00Michelin-Companhia Luso-Pneu, Limitada

Full consolidation method

LisbonMiscellaneous

100.00Euromaster Portugal - Sociedade Unipessoal, LDA

Full consolidation method

LisbonCommercial

100.00PORTUGALCZECH REPUBLIC
Euromaster Česká republika s.r.o.

Full consolidation method

PragueCommercial

100.00Michelin Česká republika s.r.o.

Full consolidation method

PragueMiscellaneous

100.00Ihle Czech, s.r.o.

Full consolidation method

Plzen

Commercial

100.00

Cemat trading spol s.r.o.

Full consolidation method

Bohumín

Commercial

100.00

Full consolidation method

Voluntari

Manufacturing & commercial

99.86

Euromaster Tyre & Services Romania S.A.

Full consolidation method

Voluntari

Commercial

100.00Ihle Anvelope SRL

Full consolidation method

PitestiCommercial

100.00Michelin Tyre Public Limited Company

Full consolidation method

Stoke-on-Trent

Manufacturing & commercial

100.00ATS Euromaster Limited

Full consolidation method

Birmingham

Commercial

100.00

Associated Tyre Specialists (Investment) Limited

Full consolidation method

Birmingham

Commercial

100.00

ATS Property and Real Estate Limited

Full consolidation method

Birmingham

Commercial

100.00Blackcircles.com Limited

Full consolidation method

Edinburgh

Commercial

100.00Michelin Finance (U.K.) Limited

Full consolidation method

LondonFinancial

100.00Michelin Lifestyle Limited

Full consolidation method

Stoke-on-Trent

Commercial

100.00Michelin Development Limited

Full consolidation method

Stoke-on-Trent

Miscellaneous

100.00

TFM Holdings Limited

Full consolidation method

EastleighCommercial

100.00Fenner Group Holdings Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00Fenner International Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00J.H. Fenner & Co. Limited

Full consolidation method

Stoke-on-Trent

Manufacturing & commercial

100.00Hallite Seals International Limited

Full consolidation method

Stoke-on-Trent

Manufacturing & commercial

100.00James Dawson & Son Limited

Full consolidation method

Stoke-on-Trent

Manufacturing & commercial

100.00Dunlop Conveyor Belting Investments Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00Hall & Hall Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00100.00ROMANIA
Michelin Romania S.A.

UNITED KINGDOM

J.H. Fenner & Co. (Advanced Engineering Products)
LimitedFull consolidation method

Stoke-on-Trent

Financial

J.H. Fenner & Co. (India) Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00James Dawson (China) Limited

Full consolidation method

Stoke-on-Trent

Financial

100.00Fenner Pension Scheme Trustee Limited

Full consolidation method

Stoke-on-Trent

Miscellaneous

100.00

Vulcanisers International Limited

Full consolidation method

Hull

Financial

100.00Camso UK Limited

Full consolidation method

Cowbridge

Commercial

100.00Masternaut Group Holdings Limited

Full consolidation method

Marlow

Financial

100.00Masternaut Limited

Full consolidation method

Aberford

Commercial

100.00Masternaut Bidco Limited

Full consolidation method

LondonFinancial

100.00100.00Masternaut Holdings Limited

Full consolidation method

Marlow

Commercial

Masternaut Risk Solutions Limited

Full consolidation method

Marlow

Commercial

100.00

Old World Limited

Full consolidation method

LondonMiscellaneous

100.00Canopy Technologies Ltd.

Full consolidation method

Southampton

Financial

100.00Canopy Simulations Ltd.

Full consolidation method

Southampton

Miscellaneous

100.002023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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5

FINANCIAL PERFORMANCE
2023 consolidated financial statements

Companies

Consolidation method

Registered officeType%interest

Full consolidation method

Pirot

Manufacturing & commercial

100.00SERBIA
Tigar Tyres d.o.o.
SLOVAKIA
Michelin Slovensko, s.r.o.

Full consolidation method

Bratislava

Miscellaneous

100.00Ihle Slovakia s.r.o.

Full consolidation method

Bratislava

Commercial

100.00Ihle Slovakia Logistic a Servis s.r.o.

Full consolidation method

Bratislava

Commercial

100.00

CEMAT s.r.o. Slovakia

Full consolidation method

Martin-Priekopa

Commercial

100.00Michelin Slovenija, pnevmatike, d.o.o.

Full consolidation method

Ljubljana

Miscellaneous

100.00Ihle pnevmatike, d.o.o.

Full consolidation method

MariborCommercial

100.00SLOVENIASWEDEN
Euromaster AB

Full consolidation method

Varberg

Commercial

100.00Michelin Nordic AB

Full consolidation method

Stockholm

Commercial

100.00Masternaut AB

Full consolidation method

Stockholm

Commercial

100.00Equity method

Gothenburg

Manufacturing & commercial

16.28

Scandinavian Enviro Systems AB
SWITZERLAND
Euromaster (Suisse) S.A.

Full consolidation method

Givisiez

Commercial

100.00

Nitor S.A.

Full consolidation method

Granges-Paccot

Financial

100.00Michelin Suisse S.A.

Full consolidation method

Givisiez

Commercial

100.00Compagnie Financière Michelin Suisse S.A.

Full consolidation method

Granges-Paccot

Financial

100.00Michelin Recherche et Technique S.A.

Full consolidation method

Granges-Paccot

Miscellaneous

100.00Michelin Mexico Properties Sàrl

Full consolidation method

Granges-Paccot

Financial

100.00Michelin Finanz Gesellschaft für Beteiligungen S.A.

Full consolidation method

Granges-Paccot

Financial

100.00Michelin Invest S.A.

Full consolidation method

Granges-Paccot

Financial

100.00100.00Ihle Service & Logistik Schweiz AG

Full consolidation method

BülachCommercial

Michelin Global Mobility S.A.

Full consolidation method

Granges-Paccot

Miscellaneous

100.00Camso Schweiz AG

Full consolidation method

Schaffhouse

Commercial

100.00Michelin Lastikleri Ticaret A.S.

Full consolidation method

Istanbul

Commercial

100.00Euromaster Lastik Ve Servis Limited Sirketi

Full consolidation method

Istanbul

Commercial

100.00Camso Lastik Ticaret Limited Sirketi

Full consolidation method

Istanbul

Commercial

100.00

Full consolidation method

Kyiv

Commercial

100.00

TURKEYUKRAINE
Michelin Ukraine LLC_4382023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Companies

Consolidation method

Registered officeType%interest

AFRICA/INDIA/MIDDLE EAST
SOUTH AFRICA
Michelin Tyre Company South Africa Proprietary Limited

Full consolidation method

Boksburg

Commercial

100.00Fenner (South Africa) (Pty) Limited

Full consolidation method

IsandoFinancial

100.00Fenner Conveyor Belting (South Africa) (Pty) Limited

Full consolidation method

IsandoManufacturing & commercial

100.00Michelin Connected Fleet South Africa (Pty) Limited

Full consolidation method

Boksburg

Miscellaneous

100.00

Full consolidation method

Algiers

Commercial

100.00

ALGERIA
Société d'Applications Techniques Manufacturings
SAUDI ARABIA
E.A. Juffali & Brothers for Tyres
CDI Products Arabia Industrial LLC

Equity method

JeddahCommercial

50.00

Full consolidation method

Al Khobar

Manufacturing & commercial

50.00

Full consolidation method

DoualaCommercial

100.00Equity method

AbidjanMiscellaneous

18.00

Full consolidation method

Dubai

Miscellaneous

100.00

Full consolidation method

Accra

Manufacturing & commercial

100.00100.00CAMEROON
Société Moderne du Pneumatique Camerounais
IVORY COAST
Société Africaine de Plantations d'Hévéas
UNITED ARAB EMIRATESMichelin AIM FZCO
GHANA
Dunlop Conveyor Belting Ghana Limited
INDIA
Michelin India Private Limited

Full consolidation method

Chennai

Manufacturing

Fenner Conveyor Belting Private Limited

Full consolidation method

Madurai

Manufacturing & commercial

100.00Hallite Sealing Solutions India Private Limited

Full consolidation method

Bangalore

Manufacturing & commercial

100.00Camso India LLP

Full consolidation method

GurgaonCommercial

100.00Equity method

Nairobi

Miscellaneous

49.00

Fenner Dunlop Maroc SARL

Full consolidation method

Casablanca

Manufacturing & commercial

100.00Michelin Maroc SARL

Full consolidation method

Casablanca

Commercial

100.00

Full consolidation method

Lagos

Commercial

95.83
100.00

KENYA
Tyre Distribution Africa Limited

5

MOROCCONIGERIA
Michelin Tyre Services Company Ltd.
SRI LANKA
Michelin Lanka (Private) Limited

Full consolidation method

Ja-ElaManufacturingCamso Trading (Private) Limited

Full consolidation method

Ja-ElaCommercial

100.00Camso Global Business Services (Private) Limited

Full consolidation method

ColomboFinancial

100.00100.00NORTH AMERICACANADA
Michelin North America (Canada) Inc.

Full consolidation method

Laval

Manufacturing & commercial

Michelin Retread Technologies (Canada) Inc.

Full consolidation method

New Glasgow

Commercial

100.00Michelin Development (Canada) Inc.

Full consolidation method

New Glasgow

Miscellaneous

100.00

Oliver Rubber Canada Limited

Full consolidation method

Granton, Nova
ScotiaCommercial

100.00Fenner Dunlop (Bracebridge), Inc.

Full consolidation method

Bracebridge

Manufacturing & commercial

100.00Hallite Seals (Canada) Ltd.

Full consolidation method

Mississauga

Manufacturing & commercial

100.00Camso Inc.

Full consolidation method

Magog

Financial

100.00Camso Distribution Canada Inc.

Full consolidation method

Mississauga

Commercial

100.00Klinge Tire Management Consultants CA Ltd.

Full consolidation method

TorontoMiscellaneous

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Companies

Consolidation method

Registered officeType%interest
100.00

UNITED STATES OF AMERICA
Michelin North America, Inc.

Full consolidation method

New York

Manufacturing & commercial

Michelin Retread Technologies, Inc.

Full consolidation method

Wilmington

Commercial

100.00CR Funding Corporation

Full consolidation method

Wilmington

Financial

100.00Michelin Corporation

Full consolidation method

New York

Financial

100.00

Oliver Rubber Company, LLC

Full consolidation method

Wilmington

Manufacturing100.00

NexTraq, LLC

Full consolidation method

Wilmington

Commercial

100.00Tire Centers West, LLC

Full consolidation method

Wilmington

Commercial

100.00

Lehigh Technologies, Inc.

Full consolidation method

Wilmington

Commercial

100.00TBC Corporation

Equity method

Palm Beach
Gardens

Commercial

50.00

T & W Tire, LLC

Equity method

Oklahoma City

Commercial

25.00

Equity method

Greensboro

Commercial

25.00

Fenner Inc.

Snider Tire, Inc.

Full consolidation method

Harrisburg

Manufacturing & commercial

100.00Fenner America, Inc.

Full consolidation method

Wilmington

Financial

100.00Fenner Advanced Sealing Technologies, LLC

Full consolidation method

Wilmington

Financial

100.00American Industrial Plastics, LLC

Full consolidation method

Plantation

Manufacturing & commercial

100.00CDI Energy Products, LLC

Full consolidation method

DallasManufacturing & commercial

100.00Hallite Seals Americas, LLC

Full consolidation method

Plymouth

Manufacturing & commercial

100.00

Solesis, Inc.

Full consolidation method

Harrisburg

Financial

100.00Fenner Dunlop Conveyor Systems and Services, LLC

Full consolidation method

Harrisburg

Manufacturing & commercial

100.00Fenner Dunlop Americas, LLC

Full consolidation method

Harrisburg

Manufacturing & commercial

100.00Fenner Dunlop (Port Clinton), LLC

Full consolidation method

Columbus

Manufacturing & commercial

100.00Fenner Dunlop (Toledo), LLC

Full consolidation method

Columbus

Manufacturing & commercial

100.00Mandals US, LLC

Full consolidation method

DallasManufacturing & commercial

100.00Equity method

Charlotte

Miscellaneous

49.00

Camso Holding USA, LLC

Solesis Holdings, LLC

Full consolidation method

Wilmington

Financial

100.00Camso Manufacturing USA, Ltd.

Full consolidation method

Wilmington

Manufacturing100.00100.00Camso USA Inc.

Full consolidation method

Tallahassee

Commercial

Industrial Tire/DFW, LLC

Full consolidation method

IrvingCommercial

67.00

Airflash, Inc.

Full consolidation method

Saratoga

Miscellaneous

100.00Achilles Tires USA, Inc.

Full consolidation method

Los Angeles

Commercial

99.64

The Wine Advocate, Inc.

Full consolidation method

ParktonMiscellaneous

100.00

Tablet, LLC

Full consolidation method

Wilmington

Miscellaneous

100.00Klinge Tire Management Consultants, Inc.

Full consolidation method

Carson City

Miscellaneous

100.00RoadBotics, Inc. (a Delaware corporation)

Full consolidation method

Pittsburgh

Miscellaneous

100.00Pennel USA, Inc.

Full consolidation method

Wando

Commercial

100.00EGC Operating Company, LLC

Full consolidation method

Chardon

Manufacturing & commercial

100.00Slade Operating Company, LLC

Full consolidation method

Chardon

Manufacturing & commercial

100.00Industrias Michelin, S.A. de C.V.

Full consolidation method

Querétaro

Manufacturing & commercial

100.00Michelin Sascar Mexico S.A. de C.V.

Full consolidation method

Querétaro

Commercial

100.00Michelin Mexico Services, S.A. de C.V.

Full consolidation method

Querétaro

Miscellaneous

100.00Camso Distribución México, S.A. de C.V.

Full consolidation method

Tultitlan

Commercial

100.00

Full consolidation method

PanamaMiscellaneous

100.00MEXICOPANAMA
Michelin Panama Corp.

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Consolidation method

Registered officeType%interestMichelin Argentina Sociedad Anónima, Industrial,
Comercial y Financiera

Full consolidation method

Buenos Aires

Commercial

100.00Rodaco Argentina S.A.U.

Full consolidation method

Buenos Aires

Commercial

100.00Sociedade Michelin de Participações, Indústria eComércio Ltda.

Full consolidation method

Rio de Janeiro

Manufacturing & commercial

100.00Sociedade Tyreplus Brasil Ltda.

Full consolidation method

Rio de Janeiro

Commercial

100.00

Plantações Michelin da Bahia Ltda.

Full consolidation method

Rio de Janeiro

Miscellaneous

100.00Companies
SOUTH AMERICA
ARGENTINA

BRAZIL

Plantações E. Michelin Ltda.

Full consolidation method

Rio de Janeiro

Miscellaneous

100.00

Sascar Tecnologia e Segurança Automotiva S.A.

Full consolidation method

Barueri

Miscellaneous

100.00Seva Engenharia Eletrônica S.A.

Full consolidation method

Contagem

Miscellaneous

100.00CVB Produtos Industriais Ltda.

Full consolidation method

São Paulo

Manufacturing100.00

CHILE
Michelin Chile Ltda.

Full consolidation method

Santiago

Commercial

100.00Conveyor Services S.A.

Full consolidation method

Antofagasta

Manufacturing & commercial

100.00Michelin Specialty Materials Recovery S.p.A.

Full consolidation method

Santiago

Manufacturing & commercial

100.00CPS Conveyors S.p.A.

Full consolidation method

Santiago

Commercial

100.00

Full consolidation method

Bogotá

Commercial

99.96

Full consolidation method

Quito

Commercial

100.00COLOMBIA
Industria Colombiana de Llantas S.A.
ECUADOR
Michelin del Ecuador S.A.
PERU
Michelin del Perú S.A.

Full consolidation method

Lima

Commercial

100.00Conveyor Pulleys & Solutions S.A.C

Full consolidation method

Lima

Commercial

100.00Equity method

Valencia

Commercial

100.00100.00VENEZUELA
Michelin Venezuela, S.A.

5

SOUTHEAST ASIA/AUSTRALIA/CENTRAL ASIA
AUSTRALIA
Michelin Australia Pty Ltd.

Full consolidation method

Melbourne

Commercial

Klinge Holdings Pty Ltd.

Full consolidation method

Brisbane

Miscellaneous

100.00Hallite Seals Australia Pty Limited

Full consolidation method

Wetherill Park

Manufacturing & commercial

100.00Fenner Dunlop Australia Pty Limited

Full consolidation method

West Footscray

Manufacturing & commercial

100.00Fenner (Pacific) Pty Limited

Full consolidation method

West Footscray

Financial

100.00Fenner Australia Financing Pty Limited

Full consolidation method

West Footscray

Financial

100.00Australian Conveyor Engineering Pty Limited

Full consolidation method

West Footscray

Manufacturing & commercial

100.00

Agile Maintenance Services Pty Limited

Full consolidation method

West Footscray

Financial

100.00Fenner Investments Australia Limited Partnership

Full consolidation method

West Footscray

Financial

100.00BBV Partnership

Full consolidation method

West Footscray

Manufacturing & commercial

100.00Belle Banne Conveyor Services Pty Limited

Full consolidation method

West Footscray

Manufacturing & commercial

100.00Bearcat Tyres Pty Ltd.

Full consolidation method

Girraween

Commercial

100.00Conveyor Products & Solutions Pty Ltd.

Full consolidation method

Victoria

Manufacturing & commercial

100.00100.00Conveyor Pulleys & Solutions Pty Ltd.

Full consolidation method

Victoria

Manufacturing & commercial

Wilvic Australia Pty Ltd.

Full consolidation method

Victoria

Manufacturing & commercial

50.00

Michelin Connected Fleet Australia PTY Ltd.

Full consolidation method

Melbourne

Commercial

100.00Tyroola PTY Ltd.

Full consolidation method

SydneyCommercial

100.00Tyroola Holding

Full consolidation method

SydneyFinancial

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

CompaniesType%interest

Jakarta

Commercial

100.00

Jakarta

Manufacturing

55.00

Jakarta

Miscellaneous

100.00Consolidation method

Registered office

PT Michelin Indonesia

Full consolidation method

PT Synthetic Rubber Indonesia

Full consolidation method

PT Royal Lestari Utama

Full consolidation method

INDONESIAPT Lestari Asri Jaya

Full consolidation method

Jakarta

Manufacturing100.00PT Multi Kusuma Cemerlang

Full consolidation method

Jakarta

Manufacturing100.00100.00

PT Wanamukti Wisasa

Full consolidation method

Jakarta

Manufacturing

PT Multistrada Arah Sarana Tbk

Full consolidation method

Bekasi

Manufacturing & commercial

99.64

PT Kawasan Industri Multistrada

Full consolidation method

Bekasi

Miscellaneous

99.63

Full consolidation method

AmaltyCommercial

100.00Michelin Malaysia Sdn. Bhd.

Full consolidation method

Petaling Jaya

Commercial

100.00Michelin Services (S.E.A.) Sdn. Bhd.

Full consolidation method

Petaling Jaya

Miscellaneous

100.00KAZAKHSTAN
Michelin Kazakhstan Limited Liability Partnership
MALAYSIANEW ZEALAND
Tyreline Distributors Limited

Equity method

Hamilton

Commercial

25.00

Beau Ideal Limited

Equity method

Te Awamutu

Commercial

25.01

Camso New Zealand Limited

Full consolidation method

AucklandCommercial

100.00Tyroola Limited

Full consolidation method

AucklandCommercial

100.00Michelin Asia (Singapore) Co. Pte. Ltd.

Full consolidation method

Singapore

Commercial

100.00Michelin Asia-Pacific Pte. Ltd.

Full consolidation method

Singapore

Miscellaneous

100.00SINGAPORE

Michelin Asia-Pacific Import (SG) Pte. Ltd.

Full consolidation method

Singapore

Miscellaneous

100.00Michelin Asia-Pacific Export (SG) Pte. Ltd.

Full consolidation method

Singapore

Miscellaneous

100.00Michelin Asia-Pacific Import-Export (SG) Pte. Ltd.

Full consolidation method

Singapore

Miscellaneous

100.00Société des Matières Premières Tropicales Pte. Ltd.

Full consolidation method

Singapore

Miscellaneous

100.00Wine Advocate Pte. Ltd.

Full consolidation method

Singapore

Commercial

100.00Fenner Singapore Pte. Ltd.

Full consolidation method

Singapore

Financial

100.00CDI Energy Products Pte. Ltd.

Full consolidation method

Singapore

Manufacturing & commercial

100.00Michelin Siam Company Ltd.

Full consolidation method

Bangkok

Manufacturing & commercial

100.00Michelin Experience (E2A) Co., Ltd.

Full consolidation method

Bangkok

Commercial

49.00

Michelin Roh Co., Ltd.

Full consolidation method

Bangkok

Miscellaneous

100.00NTeq Polymer Co., Ltd.

Equity method

Surat Thani

Miscellaneous

45.00

Michelin Vietnam Company Ltd.

Full consolidation method

Ho Chi Minh City

Commercial

100.00Camso Vietnam Co., Ltd

Full consolidation method

Tan Uyen

Manufacturing100.00100.00THAILANDVIETNAM

CHINA
CHINA

_442

Michelin Shenyang Tire Co., Ltd.

Full consolidation method

Shenyang

Manufacturing

Shanghai Michelin Tire Co., Ltd.

Full consolidation method

Shanghai

Manufacturing100.00Michelin Asia (Hong Kong) Ltd.

Full consolidation method

Hong Kong

Commercial

100.00Michelin (China) Investment Co., Ltd.

Full consolidation method

ShanghaiCommercial

100.00Shanghai Suisheng Information Technology Co., Ltd.

Full consolidation method

ShanghaiCommercial

100.00Michelin Tire Research and Development Center(Shanghai) Co., Ltd.

Full consolidation method

Shanghai

Miscellaneous

100.00Tyre Plus (Shanghai) Auto Accessories Trading Co., Ltd.

Full consolidation method

ShanghaiCommercial

100.00Michelin (Shanghai) Aircraft Tires Trading Co., Ltd.

Full consolidation method

ShanghaiCommercial

100.00Dawson Polymer Products (Shanghai) Company Limited

Full consolidation method

Shanghai

Manufacturing & commercial

100.00Hallite Shanghai Company Ltd.

Full consolidation method

Shanghai

Manufacturing & commercial

100.002023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Companies

Consolidation method

Registered officeType%interest

Shanghai Fenner Conveyor Belting Company Ltd.

Full consolidation method

Shanghai

Manufacturing & commercial

92.46

Camso Rubber Products (Qingdao) Co., Ltd.

Full consolidation method

Qingdao

Manufacturing100.00Camso Enterprise Management (China) Co., Ltd.

Full consolidation method

ShanghaiCommercial

100.00Wine Advocate (HK) Ltd.

Full consolidation method

Hong Kong

Miscellaneous

100.00Fait plast Hong Kong Ltd

Full consolidation method

Hong Kong

Commercial

100.00

Full consolidation method

TaipeiCommercial

100.00TAIWAN
Michelin Tire Taiwan Co., Ltd.
JAPAN/KOREA
JAPAN
Nihon Michelin Tire Co., Ltd.

Full consolidation method

Tokyo

Commercial

100.00Camso Japan Co., Ltd.

Full consolidation method

Yokohama

Commercial

100.00

Full consolidation method

Seoul

Commercial

100.00SOUTH KOREA
Michelin Korea Co., Ltd.

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FINANCIAL PERFORMANCE
2023 consolidated financial statements

Note 37. STATUTORY AUDITORS' FEES
Deloitte
Statutory Auditor(Deloitte & Associés)(in € thousands)

Amount%PricewaterhouseCoopers
Statutory Auditor(PricewaterhouseCoopers
Audit)

Network
Amount%Amount%Network
Amount%STATUTORY AUDIT AND HALF-YEAR REVIEWOF THE INDIVIDUAL AND CONSOLIDATEDFINANCIAL STATEMENTS
808

40%

-

-

778

44%

-

-

 Fully consolidated subsidiaries

 Public interest entity

1,227

60%

4,193

100%

1,007

56%

4,462

100%

Sub-total

2,035

100%

4,193

100%

1,785

100%

4,462

100%

-

0%

-

-

252

92%

NON-AUDIT SERVICES
 Issuer(1)- Fully consolidated subsidiaries

89

100%

559

100%

21

8%

1,163

100%

Sub-total

89

100%

559

100%

273

100%

1,163

100%

(2)

TOTAL

2,124

4,752

2,058

5,625

(1) These services consist mainly of an independent third-party body engagement by PricewaterhouseCoopers Audit.
(2) Corresponding chiefly to procedures performed in connection with acquisitions or planned acquisitions, diagnostic reviews, tax compliance reviews andcertifications issued at the request of the audited companies.

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2023 consolidated financial statements

5.2.2 Statutory Auditors' report on the consolidated financial
statements(For the year ended December 31, 2023)
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 includes information specifically required by European regulations or French law, such as information about theappointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law andprofessional auditing standards applicable in France.
To the Shareholders,Compagnie Générale des Établissements Michelin
23 place des Carmes-Déchaux
63000 Clermont Ferrand

5.2.2.1 Opinion
In compliance with the engagement entrusted to us by your Annual Shareholders Meeting, we have audited the accompanying
consolidated financial statements of Compagnie Générale des Etablissements Michelin for the year ended December 31, 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of
the Group as at December 31, 2023 and of the results of its operations for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

5.2.2.2 Basis for opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

5

Our responsibilities under those standards are further described in the “Statutory Auditors' Responsibilities for the Audit of the Consolidated
Financial Statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code decommerce) and the French Code of Ethics (Code de déontologie) for statutory auditors, for the period fom January 1, 2023 to the dateof our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No 537/2014.

5.2.2.3 Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R.821-180 of the French Commercial Code (code de commerce) relating
to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our
professional judgment, were the most significant in our audit of the consolidated financial statements, as well as how we addressed
those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole, approved in theconditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of theconsolidated financial statements.

Measurement of goodwill allocated to sensitive CGUs
Risk identified
At December 31, 2023, the net value of goodwill totaled €2,982 million for total assets of €35,195 million (i.e. 9%).
For the purpose of impairment testing in accordance with IAS 36, goodwill is allocated to cashgenerating units (CGUs) or to groups of
CGUs. Notes‑ 2.6.1, 3.17 and 13.1 to the consolidated financial statements describe the methods used by the Group to ensure that thecarrying amount of non-current non-financial assets (including goodwill) allocated to CGUs does not exceed their recoverable amount.
The note 2.5 specify the Group's approach for factoring climate risk into its impairment tests.

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For the majority of the assets, the recoverable amount corresponding to the value in use is assessed based on future discounted cash
flows, using the forecasts set out in the Group’s five-year business plan. For the Distribution CGUs, the recoverable amount is measured
based on the fair value of land and buildings, which represent most of their assets, less costs of disposal.
We considered the measurement of goodwill allocated to sensitive CGUs with a risk of impairment to be a key audit matter due to its
materiality in the Group’s consolidated statement of financial position and because the determination of its recoverable amountrequires judgment, notably for the cash flow projections.

How our audit addressed this risk
With the assistance of our valuation experts, we performed the following procedures with respect to impairment tests:● examined the compliance of the method applied by the Group with the provisions of IAS 36 "Impairment of Assets";● reconciled the value of goodwill subject to the impairment tests with the consolidated financial statements to ensure that the
CGUs cover all of the Group’s assets;● verified that the cash flow projections used are consistent with the budget forecasts validated by management and thegovernance bodies;● assessed the reasonableness of the forecasts with respect to revenue, EBITDA and investments in renewals – which are the main
assumptions underlying the future cash flow amounts – with the finance managers of the relevant businesses, in particular withrespect to past performance and by performing sensitivity analyses on the various inputs;● assessed the reasonableness of the discount rates and long-term growth rates used to perform the impairment tests, based oncomparable market data;● verified the appropriateness of the disclosures provided in Notes 2.6, 2.8.1, 3.17 and 13.1 to the consolidated financial statements.

Measurement of the employee benefit obligations under defined benefit plans
Risk identified
The Group has set up several post-employment defined benefit plans, mainly pension and health insurance plans and end-of service
benefits. A significant portion is comprised of defined benefit plans for which the Group undertakes to pay the agreed benefits tocurrent or retired employees, mainly in North America and in certain European countries (mainly the United Kingdom, Germany andFrance).
The actuarial value of the Group’s cumulative employee benefit obligations amounted to €7,554 million at December 31, 2023. Given
that some of these liabilities are covered by dedicated assets (plan assets) with a fair value (after the application of the asset ceiling) of€5,212 million, mainly in North America and the United Kingdom. Taking into account other non-material components, the net obligation
recognized in the consolidated statement of financial position at December 31, 2023 amounted to €2,421 million.
In order to measure the Group’s obligations under the defined benefit plans and the expense to be recognized during the period,
management must exercise significant judgment to determine, for each of the relevant countries and plans, the appropriate
assumptions to be used, the main ones being the discount and inflation rates and demographic assumptions such as the long-term rateof change in salaries and mortality tables. These components are described in Note 3.24.1 to the consolidated financial statements.
Changes in any of the key assumptions underlying the measurements can have a material impact on the measurement of therecognized net liability and on the Group’s total comprehensive income. Management calls upon external actuaries to assist in
determining these assumptions.
We considered the measurement of the employee benefit obligations under defined benefit plans to be a key audit matter given theiramounts, the related judgment to determine the main actuarial or demographic assumptions.

How our audit addressed this risk
We made inquiries about the process implemented by management to measure the Group’s obligations under post-employment
defined benefit plans for the main plans in North America, the United Kingdom, Germany and France.
With the assistance of our experts, our procedures first consisted in assessing the reasonableness of the main assumptions used, inparticular the discount and inflation rates, with regard to market conditions and the consistency of the assumptions relating to changes
in salaries and demographic data (mortality tables, inflation rates for medical costs.) with the details of the plans.
Our other procedures consisted in:● assessing the impact of the main amendments made to certain plans and verifying their correct recognition;● regarding plan assets, making inquiries about the process implemented by management to document the existence andmeasurement of these assets and, using sampling techniques, verifying their existence and the consistency of their measurementwith the confirmations from third parties;_446

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FINANCIAL PERFORMANCE
2023 consolidated financial statements● using sampling techniques, confirming that individual data and the actuarial and demographic assumptions used by management
have been correctly transcribed by the external actuaries in their calculation of the Group’s benefit obligations;● verifying the appropriateness of the disclosures presented in Note 27 to the consolidated financial statements.

5.2.2.4 Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws andregulations of the information pertaining to the presented in the Managing Chairman’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the information pertaining to the Group presented in the management report includes the consolidated non-financial
information statement required under Article L. 225-102-1 of the French Commercial Code. However, in accordance with Article
L. 823-10 of the French Commercial Code, we have not verified the fair presentation and consistency with the consolidated financial
statements of the information given in that statement, which will be the subject of a report by an independent third party.

5.2.2.5 Other Legal and Regulatory Verifications or Information
Format of presentation of the consolidated financial statements intended to be included in the annual
financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by thestatutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, thatthe presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L.
451-1-2 of the French Monetary and Financial Code (Code monétaire et financier), prepared under the responsibility of the Managing
Chairman, complies with the single electronic format defined in the European Delegated Regulation No. 2019/815 of December 17,
2018. As it relates to consolidated financial statements, our work includes verifying that the tagging of these consolidated financial
statements complies with the format defined in the above delegated regulation.
Based on the work we have performed, we conclude that the presentation of the consolidated financial statements intended to be
included in the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent in the macro-tagging of the consolidated financial statements in accordance with the European
single electronic reporting format, the content of certain tags in the notes to the financial statements may not be rendered identically tothe consolidated financial statements attached to this report.

5

In addition, it is not our responsibility to ensure that the consolidated financial statements to be included by the Company in the annual
financial report filed with the AMF correspond to those on which we carried out our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Compagnie Générale des Etablissements Michelin by the Annual Shareholders Meeting of
May 14, 2004 for PricewaterhouseCoopers Audit and May 7, 2010 for Deloitte & Associés.
As at December 31, 2023, PricewaterhouseCoopers Audit and Deloitte & Associés were in the twentieth year and fourteenth
consecutive year of their engagement, respectively.

5.2.2.6 Responsibilities of Management and Those Charged with Governance for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it isexpected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks
management systems, as well as, where applicable, any internal audit systems, regarding the accounting and financial reporting
procedures.
The consolidated financial statements were approved by Managing Chairman.

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2023 consolidated financial statements

5.2.2.7 Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial
Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As specified in Article L.821-55 of the French Commercial Code (code de commerce), our audit does not include assurance on theviability or quality of the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory auditors exercises
professional judgment throughout the audit and furthermore:● identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control;● obtain an understanding of internal control procedures relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;● evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management in the consolidated financial statements;● assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditors
conclude that a material uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the
consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;● evaluate the overall presentation of the consolidated financial statements and assess whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation;● obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within theGroup to express an opinion on the consolidated financial statements. The statutory auditors are responsible for the direction,
supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these
consolidated financial statements.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting
and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the mostsignificant for the audit of the consolidated financial statements and which constitute the key audit matters that we are required todescribe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our
independence within the meaning of the rules applicable in France, as defined in particular in Articles L.821-27 to L.821-34 of the French
Commercial Code and in the French Code of Ethics for Statutory auditors. Where appropriate, we discuss any risks to our independence
and the related safeguard measures with the Audit Committee.
Neuilly-sur-Seine and Paris La Défense, February 16, 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Jean-Christophe Georghiou_448

Deloitte & Associés

Itto El Hariri

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Financial statements

5.3

FINANCIAL STATEMENTS

5.3.1 Review of the financial statements of Compagnie Générale
des Établissements Michelin
Compagnie Générale des Établissements Michelin (CGEM) is theGroup's parent company, which directly or indirectly owns all of
its subsidiaries and affiliates.

Further information about the company is available in section 6.1“Information about the company”.

5.3.1.1 Income statement
CGEM reported net income of €272 million in 2023, versus €545 million in 2022.

5.3.1.1.1. Net operating income
Net operating income amounted to €243 million in 2023, compared with €406 million in 2022. Revenue and operating expenses wereaffected in 2023 by the update of the transfer pricing policy (see note 2.1 to the financial statements). Revenue increased by€780 million. Operating expenses increased by €1,046 million to €1,729 million, versus €683 million in 2022.

5.3.1.1.2. Net financial income
Net financial income amounted to €33 million in 2023, compared with €90 million in 2022.

5.3.1.2 Balance sheet
Equity amounted to €7,186 million at December 31, 2023, versus€7,808 million a year earlier, a €622 million decrease.

The year‑on-year change primarily reflects the recognition of2023 net income of €272 million and the payment of dividends
and the General Partners’ profit share for €894 million.

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Financial statements

5.3.2 Financial statements of Compagnie Générale desÉtablissements Michelin (parent)
December 31,
2022

December 31, 2023

(in € thousands)

Note

Cost

Depreciation,amortization &provisions

Intangible assets

5427,379(307,863)

Investments

6

ASSETSNON-CURRENT ASSETS
Receivables
Derivative instruments
Cash

7
8.1

Net

Net

119,516

164,362

11,391,719(109,667)

11,282,052

12,644,258

11,819,098(417,530)

11,401,568

12,808,620

1,349,583-

1,349,583

941,680

43,156(42,906)250

123,293

1,176,393-

1,176,393

1,431,773

Prepaid expenses

4,922

-

4,922

7,015

CURRENT ASSETS

2,574,054(42,906)

2,531,148

2,503,761

30,546(5,171)

25,375

29,13814,423,698(465,607)

13,958,092

15,341,519

Deferred charges and bond call premiums
Conversion losses
TOTAL ASSETSEQUITY AND LIABILITIES(in € thousands)
Share capital

Note December 31, 2023 December 31, 2022
9357,479

357,059

Paid-in capital in excess of par

92,701,774

2,701,903

Revaluation reserve

10624,772

624,772

Other reserves

10

1,282,573

1,282,993

Retained earnings

10

1,885,645

2,235,529

Net income

10272,053544,575

Untaxed reserves

10

EQUITY

61,59861,5987,185,894

7,808,429

Convertible bonds

8.1

565,238

Ordinary bonds and other borrowings

8.2

4,930,951

5,287,294

Other financial liabilities

11

949,606

1,278,405

Accrued taxes and payroll costs

11

3,531

27,995

Other liabilities

11

888,110370,254

Derivative instruments
LIABILITIES--

6,772,198

7,529,186

Conversion gains

3,904

TOTAL EQUITY AND LIABILITIES_450

13,958,092

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FINANCIAL PERFORMANCE
Financial statements

Income statement(in € thousands)

Royalties

Note

2023

2022

13

1,790,853

1,010,962

Other revenue

10,308

3,812

Exchange gains

170,71373,921

Revenue
External charges

14

Taxes other than on income
Payroll costs
Depreciation and amortization

5

1,971,874

1,088,695(1,506,991)(556,109)(1,272)(3,578)(3,502)(2,603)(46,070)(46,480)

Other expenses(1,341)(932)

Exchange losses(169,828)(73,077)(1,729,004)(682,779)

242,870

405,916

82,028342

Operating expenses
NET OPERATING INCOME
Dividends from subsidiaries and affiliates

20Interest income

126,223

Provision reversals

6

Exchange gains

49,389161,971

4,540

1,704

212,791

213,406(82,547)(45,207)

Interest expense(95,682)(73,202)

Exchange losses(1,403)(4,574)(179,632)(122,983)

33,15990,423

276,029496,339

Financial income
Amortization and provision expense

6

Financial expense
NET FINANCIAL INCOME
INCOME BEFORE NON-RECURRING ITEMS AND TAX
Non-recurring income

62,475,763

Non-recurring expenses

6(2,460,627)

15(19,112)

48,236

272,053544,575

NET NON-RECURRING INCOME
Income tax

5

15,136NET INCOME

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Financial statements

Notes to the financial statements
DETAILED SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS_452

Note 1

GENERAL INFORMATION

453

Note 12 RELATED PARTIES

458

Note 2SIGNIFICANT EVENTS OF THE YEAR

453

Note 13 REVENUE

458

Note 3BASIS OF PREPARATION

453

Note 14 EXTERNAL CHARGES

459

Note 4SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

453

Note 15 INCOME TAX

459

Note 5INTANGIBLE ASSETS

455

Note 16 SHARE-BASED PAYMENTS

459

Note 6INVESTMENTS

455

Note 7

MATURITIES OF LOANS AND RECEIVABLES

456

Note 17 MARKET RISKS AND DERIVATIVE FINANCIAL
INSTRUMENTS

460

Note 8

BONDS

456

Note 18 MANAGEMENT COMPENSATION

461

Note 9SHARE CAPITAL AND PAID-IN CAPITAL IN EXCESS OF
PAR

Note 19 FEES PAID TO THE STATUTORY AUDITORS

461

457

Note 20 LIST OF SUBSIDIARIES AND AFFILIATES

462

Note 10 OTHER EQUITY

457

Note 21 FINANCIAL COMMITMENTS

463

Note 11 MATURITIES OF PAYABLES AND LONG- AND
SHORT‑TERM DEBT

Note 22 EVENTS AFTER THE REPORTING DATE

463

458

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Financial statements

Note 1. GENERAL INFORMATION
The financial year of Compagnie Générale des Établissements
Michelin (the Company) covers the 12 months from January 1 to
December 31.

The financial statements were approved for publication by theManaging Chairman on February 12, 2024 after being reviewed
by the Supervisory Board.

The following notes and tables form an integral part of thefinancial statements.

Unless otherwise specified, all amounts are presented inthousands of euros.

Note 2. SIGNIFICANT EVENTS OF THE YEAR
2.1 Transfer pricing policy: In 2023, the Group updated its
transfer pricing policy to comply with the revised OECD transfer
pricing rules. Compared with the previous practice, the newpolicy means that all Group companies are remunerated on thebasis of their businesses’ contribution to the Group. Under thisnew transfer pricing policy, the Company acts as an intermediaryin the billing of the costs incurred by the Group for the provisionof services to the various subsidiaries. The amount concerned,
totaling €915 million in 2023, is reported under “External charges”(costs incurred) and “Revenue” (amounts billed to subsidiaries).
2.2 In March 2023, the Company provided a €47 million capital
injection to Camso, Inc.
2.3 In June 2023, Multistrada paid a dividend of €17 million.
2.4 Significant changes in shares in subsidiaries and affiliates: in
October 2023, the Company transferred all the shares in
Manufacture Française des Pneumatiques Michelin, Spika andMichelin Ventures SAS to Compagnie Financière Michelin at net

book value (€2,445 million). The contra entry for the disposal of
the shares is reported under “Non-recurring expense” and thesale price to Compagnie Financière Michelin is reported under“Non-recurring income”. The purpose of the transfer is for theshares in these operating subsidiaries to be held by anintermediate holding company.
2.5 The 2018-2023 convertible bonds were redeemed in
November 2023 for an amount of €565 million.
2.6 In December 2023, Camso International S.à.r.l. repaid€28 million to Compagnie Générale, deducted from paid-in
capital in excess of par, and also paid a dividend of €64 million.
A provision for impairment in value of Camso International S.à.r.l.
shares was recorded at December 31, 2023 in the amount of€80 million.
2.7 The portfolio of marketable securities included in current
assets was decreased by €356 million during the year.

5

Note 3. BASIS OF PREPARATION
The financial statements of Compagnie Générale desÉtablissements Michelin have been prepared and presented inaccordance with French generally accepted accounting principles,
including regulation ANC 2016-07 dated November 4, 2016 andthe guidance and recommendations issued since that date by
the French Accounting Standards Board (ANC). These principles
have been applied consistently in all periods presented unlessotherwise specified.

Note 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.1

Intangible assets“Brands, patents and other rights” are stated at historical cost.
Brands have an indefinite life and are not amortized. Patents andother rights are amortized on a straight-line basis over sevenyears. If there is any indication that the value of brands, patents

or other rights may be impaired, a provision for impairment isrecorded. Expenses incurred for the creation and protection ofbrands are recognized as expenses for the year.

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Financial statements

4.2

Investments

4.2.1 Shares in subsidiaries and affiliates
Shares in subsidiaries and affiliates are stated at historical cost,
except for investments held at the time of the 1976/1978 legal
revaluation, which are stated at valuation.

value for the investor company. In the event of a lasting decline infair value to below the carrying amount, an impairment loss isrecognized.

At each annual closing, the fair value of shares in subsidiaries andaffiliates is estimated based on the investee's net assets (stated
at valuation if applicable), profitability and outlook, and its fair

Investment acquisition costs are recorded as an expense on thetransaction date.

4.2.2 Loans and advances to subsidiaries and affiliates
Loans and advances to subsidiaries and affiliates are stated at nominal value and a provision for impairment is recognized to cover any
risk of non-recovery.

4.3

Receivables

Accounts receivable are stated at nominal value and a provision for impairment is recognized to cover any risk of non-recovery.

4.4

Paid-in capital in excess of par

This item corresponds to premiums on shares issued for cash or on conversion of bonds, after deducting issuance costs net of tax.
When shares are cancelled, the difference between their purchase cost and par value is recorded as a deduction from paid-in capital inexcess of par.

4.5

Untaxed reserves

Substantially all untaxed reserves correspond to reinvested capital gains qualifying for rollover relief under the former Article 40 of theFrench General Tax Code (Code général des impôts).

4.6

Conversion of foreign currencies

Revenues and expenses in foreign currencies are converted at
the transaction date exchange rate.
Foreign currency receivables and payables are converted at the
year-end exchange rate.

In accordance with regulation ANC 2015-05 dated July 2, 2015,
separate accounting treatments are applied to commercial
transactions in foreign currencies and financial transactions inforeign currencies:● exchange gains and losses on commercial transactions areincluded in operating income and expenses;● exchange gains and losses on financial transactions areincluded in financial income and expenses.

4.7

Derivative instruments

4.7.1 Currency derivatives at fair value through profit or loss
Forward foreign exchange contracts that are outstanding at the balance sheet date are marked to market in the balance sheet.

4.7.2 Currency derivatives qualifying for hedge accounting
Losses and gains arising from remeasurement at fair value of currency derivatives qualified as hedges are recorded in the balance sheet
under conversion losses or conversion gains, to offset the gain or loss on the hedged item.

4.7.3 Options on treasury stock qualifying for hedge accounting
The Company has purchased cash-settled call options to hedge its economic exposure to the potential exercise of the conversion rights
embedded in non-dilutive cash-settled convertible bonds.
Pursuant to regulation ANC 2015-05, Article 628-12, the premium on the purchased options was initially recorded in the balance sheet
and is being amortized through financial expense over the hedging period (five years).

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Financial statements

4.8

Income tax

Income tax in the income statement includes current taxes due by the tax group, tax credits and the fiscal integration gains.

4.9

Other financial liabilities

Other financial liabilities are stated at their nominal value.
Debt issuance costs are recorded in deferred charges.

Note 5. INTANGIBLE ASSETS
December 31, 2022

(in € thousands)

Additions/increases

Disposals/
decreases

December 31, 2023

Brands, patents and other rights

427,758(379)

427,379

Total cost

427,758(379)

427,379

Brands, patents and other rights(263,396)(44,846)379(307,863)

AMORTIZATION(263,396)(44,846)379(307,863)

TOTAL

164,362(44,846)-

119,516

In the income statement, the total depreciation and amortization expense of €46,070 thousand mainly corresponds to amortization ofbrands, patents and other rights.

Note 6. INVESTMENTS

December 31, 2022

(in € thousands)

Shares in subsidiaries and affiliates (note 20)
Loans and advances to subsidiaries and affiliates(note 7)

Additions/increases

9,268,720

2,492,0475

Disposals/
decreases

December 31, 2023

(2,473,321)

9,287,446

250,066

12,787(41,612)221,241

Other loans (note 7)

3,144,931

4,491(1,279,808)

1,869,615

Other equity interests

10,107

3,402

(91)

13,417

12,673,824

2,512,727(3,794,832)

11,391,719(29,566)(80,101)(109,667)---

Total cost
Shares in subsidiaries and affiliates(1) (note 20)
Other loans (note 7)
Impairment
TOTAL(29,566)(80,101)

12,644,258

2,432,626(109,667)(3,794,832)

11,282,052(1) Compared to the amount reported in the income statement under “Amortization and provision expense”, this line also includes
amortization of issue premiums amounting to €2 million.
See notes 2.2, 2.4 and 2.6 – Significant events of the year.

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Financial statements

Note 7. MATURITIES OF LOANS AND RECEIVABLES
Due within one
year(in € thousands)

Due in morethan one year

Cost

ImpairmentNet

NON-CURRENT ASSETS (NOTE 6)
Loans and advances to subsidiaries andaffiliates (note 20)
Other loans

221,241-

221,241-

221,241

1,254,451

615,164

1,869,615-

1,869,615

CURRENT ASSETS
Receivables

1,349,583-

1,349,583-

1,349,583

TOTAL AT DECEMBER 31, 2023

2,825,275

615,164

3,440,439-

3,440,439

Note 8. BONDS
8.1

Convertible bonds
December 31, 2023

(in € thousands)

December 31, 2022

CONVERTIBLE BONDS (NOTE 11)
2017-2022 convertible bond issue-

2018-2023 convertible bond issue565,238

TOTAL

565,238

See note 2 – Significant events of the year.
(in € thousands)

Cost

Amortization

42,905(42,905)

Net

DERIVATIVE INSTRUMENTS (ASSETS)
Conversion risk hedges (options) – 2018-2023 bonds
Currency derivatives

250

TOTAL AT DECEMBER 31, 2023

250

43,155(42,905)250

Annual interest

December 31, 2023

December 31, 2022

2018-2025 bond issue

0.875%

750,000

750,000

2018-2030 bond issue

1.750%

1,000,000

1,000,000

2018-2038 bond issue

2.500%

750,000

750,000

8.2

Ordinary bonds and other borrowings(in € thousands)

ORDINARY BONDS AND OTHER BORROWINGS (NOTE 11)

2015-2027 bond issue

1.750%

300,000

300,000

2015/16-2045 bond issue

3.250%

315,578

316,2022020-2028 bond issue

0.000%

500,000

500,000

2020-2032 bond issue

0.250%

500,000

500,000

2020-2040 bond issue

0.625%

500,000

500,000

Accrued interest on ordinary bonds and other borrowings

20,381

20,436

Negotiable European Commercial Paper (NEU CP)

250,000

580,000

US Commercial Paper (US CP)
TOTAL44,99270,656

4,930,951

5,287,294

The Negotiable European Commercial Paper program totals €2.5 billion, and the US Commercial Paper program amounts to
USD 700 million.

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Financial statements

Note 9. SHARE CAPITAL AND PAID-IN CAPITAL IN EXCESS OF PAR
Share capital and paid-in capital in excess of par break down as follows:(in € thousands)

At January 1, 2023: 714,117,414 shares

Share capital

Share premiums

Total

357,059

2,701,903

3,058,962

(130)

(130)

2,701,773

3,059,253

Performance shares: 840,812 shares delivered (note 16)

420

420

Other
AT DECEMBER 31, 2023: 714,958,226 SHARES

357,479

The shares have a par value of €0.50.
All outstanding shares are registered and fully paid.

Note 10. OTHER EQUITY(in € thousands)

At January 1, 2023

Revaluation
reserve

Other
reserves

Retainedearnings

Net income

Untaxedreserves

Total

624,772

1,282,993

2,235,529

544,575

61,5984,749,467

Appropriation of 2022 net income--(349,884)(544,575)-(894,459)

Share issues

-

(420)

2023 net income

-

-

-

272,053-

272,053624,772

1,282,573

1,885,645

272,053

61,5984,126,641

AT DECEMBER 31, 2023

(420)

At the 2023 Annual Shareholders Meeting, shareholders approved the payment of a dividend of €1.25 per share, representing a total
payout of €893 million after deducting the €2 million profit share allocated to the General Partners in accordance with the Bylaws.

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Note 11. MATURITIES OF PAYABLES AND LONG- AND SHORT‑TERM DEBT
Due within
one yearTotal(in € thousands)

Ordinary bonds and other borrowings (note 8.2)
Other financial liabilities
Accrued taxes and payroll costs
Other liabilities
TOTAL AT DECEMBER 31, 2023

Due in one to five Due in more thanyears
five years

4,930,951

315,373

1,550,000

3,065,578

949,606

949,606

-

-

3,531

3,531

-

-

888,110888,110--

6,772,198

2,156,620

1,550,000

3,065,578

Note 12. RELATED PARTIES
12.1 Related-party assets and liabilities

Note

Related parties

Third parties

Total in the balance
sheet(net book value)

Shares in subsidiaries and affiliates

69,177,777-

9,177,777

Loans and advances to subsidiaries and affiliates

6

221,241-

221,241

Other loans

6

1,869,614-

1,869,614

12,807

12,807

488,718

1,349,583(in € thousands)

Other equity interests

6

Receivables

7

860,865

Other financial liabilities

11

949,606-

949,606

Other liabilities

11885,5122,598

888,11012.2 Related-party transactions
All related-party transactions are on arm's length terms.

Note 13. REVENUE
Revenue consists entirely of royalties received from related companies, as follows:2023(in € thousands)

Companies in France

52,93960,835Companies outside France

1,737,914

950,127

TOTAL

1,790,853

1,010,962

The increase is due to the application of the new transfer pricing policy (note 2.1).

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Financial statements

Note 14. EXTERNAL CHARGES
2023

2022

(1,062,405)(155,403)

Research and development expenses(398,887)(357,991)

Miscellaneous(45,699)(42,715)(1,506,991)(556,109)(in € thousands)

Outsourcing expenses

TOTAL

The increase in outsourcing expenses reflects the application of the new transfer pricing policy (note 2.1).

Note 15. INCOME TAX
Compagnie Générale des Établissements Michelin is the parent
company of a tax group that also comprises 17 French
subsidiaries that are at least 95%-owned directly or indirectly.

would have paid if it had been taxed on a stand-alone basis andany group relief is recorded at the level of Compagnie Générale
des Établissements Michelin.

Under the terms of the group relief agreement, each subsidiary inthe tax group continues to record the income tax expense that it

Income tax recognized in the Company's financial statements
comprises the following:
2023

2022

Current tax due by the Company on a stand-alone basis(28,690)(31,777)

Group relief

17,45574,545

Other(7,877)

5,468

TOTAL

(19,112)

48,236(in € thousands)

5Note 16. SHARE-BASED PAYMENTS
Share grants and performance share plans
Changes in the number of share grants and performance sharerights outstanding are as follows:2023

2022(1)

5,949,494

5,214,472

Granted

3,257,003

1,899,470

Forfeited(1,061,855)(714,388)

At January 1

Exercised(840,812)(450,060)

AT DECEMBER 31

7,303,830

5,949,494(1) Data for 2022 have been restated to reflect the four-for-one stock split on June 16, 2022.

Excellence Plan
In November 2023, 2,679,985 rights to performance shares were
granted to Group employees and the Managers. The rights are
subject to a four-year vesting period ending in November 2027
without any lock-up period. The shares will vest at the end of thisperiod if the performance objectives are met (stock market
performance, environmental performance of manufacturing
operations, employee engagement rate, sales growth and ROCE).

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Financial statements

The share grants and performance share plans have the following characteristics:

Vesting date

Lock-up period

Number of share grants or
performance share rights
outstanding
December 31, 2023

Number of share grants or
performance share rights
outstanding
December 31, 2022(1)FranceOthercountries

FranceOthercountries

2019

2023

2023

None

None

-

852,764

2020

2024

2024

None

None

948,984

1,939,884

2020

2022

-

-

2021

2025

2025

None

None

1,228,236

1,257,376

2022

2026

2026

None

None

1,869,607

1,899,470

2023

2027

2027

None

None

2,679,985

-

2023

2027

2027

None

None

577,018-

7,303,830

5,949,494

Grant date

None

NUMBER OF SHARE GRANTS OR PERFORMANCE SHARE RIGHTSOUTSTANDING(1) Data have been restated to reflect the four-for-one stock split on June 16, 2022.

Recognition Plan
In November 2023, the Group granted 577,018 free share rights to employees, with a four-year vesting period ending inNovember 2027 and no lock-up period. The shares will vest automatically at the end of the period provided that the employees
concerned are still employed by the Group at that date. As the allocation per employee does not exceed 250 shares, they are notsubject to any performance conditions.

Note 17. MARKET RISKS AND DERIVATIVE FINANCIAL INSTRUMENTS
17.1 Interest rate risk
The Company does not hold any interest rate instruments.

17.2 Currency risk
At December 31, 2023, the Company had receivables
corresponding to royalties with a net book value of €163 million.
These receivables have been converted into euros at theyear‑end exchange rate. The policy is to hedge currency risk
through forward foreign currency contracts. The forwards aremeasured at fair value through profit or loss.

17.3 Equity risk
The Company holds shares in subsidiaries and affiliates and other equity interests that are measured at value in use.

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Note 18. MANAGEMENT COMPENSATIONAs per its Bylaws, the Company is administered by one or several
Managers. Managers who are General Partners are entitled to ashare of the income distributed among all the General Partners
in accordance with the provisions of the Bylaws. The General
Manager is paid fixed and variable compensation. The statutory
share of 2022 profit paid in 2023 to Florent Menegaux, Managing
General Partner and Managing Chairman, amounted to€906 thousand (2022 for 2021: €2,649 thousand). The totalcompensation (fixed compensation, variable compensation
payable in 2023 for 2022) paid by the Company to Yves Chapot,
General Manager, amounted to €1,910 thousand (including
payroll taxes) in 2023 (2022: €2,241 thousand). In addition, a€1,233 thousand accrual (including payroll taxes) was recorded at
December 31, 2023 to cover his 2023 bonus payable in 2024.
Benefits in kind amounted to €8 thousand.

Note 19. FEES PAID TO THE STATUTORY AUDITORS(in € thousands)

Deloitte & Associés

PricewaterhouseCoopers Audit

Audit services

808

778

Non-audit services

252

(1)

(1) These services consist mainly of an independent third-party body engagement by PricewaterhouseCoopers Audit.

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Note 20. LIST OF SUBSIDIARIES AND AFFILIATES(in € thousands unlessotherwise specified)Sharecapital(1)(2)

Other equity
excl. % interest
income(1)(2)Book value of shares

Cost

Net

Outstanding Guarantees
loans and given by theadvances
CompanyLastpublishedrevenue(1)(2)-

53,192(USD)

Last
published
Dividends
profit/ received during(loss)(1)(2)
the year

A. SUBSIDIARIES (OVER 50%-OWNED)
Camso Inc.
Magog (Canada)351,000(USD)

46,602(USD)

100.0%

354,316354,316

Camso International
S.à r.l.
Luxemburg(Luxembourg)

22,500(USD)

39,438(USD)

100.0%

195,547

115,537

Camso Vietnam Co., Ltd
Tan Uyen (Vietnam)

32,300(USD)(2,208)(USD)

100.0%

29,84029,840Compagnie Financière
Michelin
Clermont-Ferrand(France)

2,298,311

9,793,415

100.0% 6,770,928

6,770,928

Fenner Group Holdings
Limited
Stoke-on-Trent(United Kingdom)

48,751(GBP)

26,271(GBP)

100.0%

1,365,554

1,365,554

Masternaut Bidco
LimitedLondon (United Kingdom)

85,237

26,157100.0%

85,97556,409Rodaco Argentina S.A.U.
Buenos Aires (Argentina)

170,873(USD)

273,091(USD)

100.0%

4,104

4,104

PT Multistrada Arah
Sarana Tbk
Bekasi (Indonesia)

137,343(USD)

134,575(USD)(3)99.64%

481,051

481,051

-

-

128

-

-

12,807

12,451
(USD)
597
(USD)

-

-

64,294-45,995
(USD)

2,136
(USD)

-

-

-

2,766

-

-

-

(9,361)(GB
P)

-

-

16

-

-

1,659,634(USD)

23,592(USD)--

464,666(USD)(3)52,702(USD)(3)17,302

37

-

-

-

-

12,807

-

-

-

432

B. OTHER SUBSIDIARIES AND AFFILIATES
1 – Subsidiaries not listed under A Foreign companies
2 – Affiliates not listed under A French companies
TOTAL SHARES IN SUBSIDIARIES AND
AFFILIATES AND OTHER EQUITY INTERESTS

9,300,250 9,190,583(1) In thousands of local currency units.
(2) Most recent fiscal year.
(3) Last published consolidated financial statements.

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Note 21. FINANCIAL COMMITMENTS
21.1 Forward currency exchange contracts
At December 31, 2023, the value in euros of the forward foreign exchange contracts was as follows:● currency to be received€672 million;● currency to be delivered€672 million.

21.2 Commitments given: Guarantees
In its role as holding company, the Company may give acommitment to support certain controlled subsidiaries should
the need arise. The Company is committed to paying €5.5 million

to Siparex Associés over the period to 2025, corresponding to
the payment in installments of the nominal amount of Siparex
bonds redeemable for shares.

21.3 Commitments received
On May 23, 2022, the agreement for the €2,500 million syndicated credit lines was amended. The new agreement provided for a new
five-year maturity (2027) with two one-year extension options at the lenders' discretion. The first extension option was exercised in 2023,
extending the maturity of substantially all the lines to 2028 (€2,454 million).

Note 22. EVENTS AFTER THE REPORTING DATE
Michelin is one of the European tire manufacturers under investigation by the European Commission. The Group reaffirms that it
scrupulously complies with antitrust legislation in every host country. As a result, it categorically denies the existence of any
anticompetitive practices, as alleged by the European Commission in its January 30, 2024 press release, much less any pricecoordination. No impact has been recognized in the 2023 financial statements.

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5.3.3 Statutory Auditors' report on the annual financial
statements
For the year ended December 31, 2023
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 includes information specifically required by European regulations or French law, such as information about theappointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law andprofessional auditing standards applicable in France.
To the Shareholders,

5.3.3.1 Opinion
In compliance with the engagement entrusted to us by your Annual Shareholders’ Meeting, we have audited the accompanying financial
statements of Compagnie Générale des Etablissements Michelin for the year ended December 31, 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company
at December 31, 2023 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

5.3.3.2 Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of
the financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code decommerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors, for the period from January 1, 2023 to the dateof our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No 537/2014.

5.3.3.3 Justification of assessments – Key audit matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code relating to the justification of
our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional
judgment, were the most significant in our audit of the financial statements, as well as how we addressed those risks.
These assessments were made as part of our audit of the financial statements as a whole, and therefore contributed to the opinion weformed as expressed above. We do not provide a separate opinion on specific items of the financial statements.

Valuation of shares in subsidiaries and affiliates
Risk identified
At December 31, 2023, the carrying amount of shares in subsidiaries and affiliates was €9,177 million (gross value of €9,287 million),
representing 66% of total assets on the balance sheet. The securities are recognized at historical cost, increased by the impact of value
adjustments made in accordance with the law where applicable.
At the end of each reporting year, the Company estimates the value in use of shares in subsidiaries and affiliates. This value in use isbased either on the net assets (adjusted if necessary) or on the profitability and outlook of the investee as well as its usefulness for theinvestor company. In the event of a lasting decline in value in use to below the carrying amount, an impairment loss is recognized.
To estimate the value in use of the shares, management exercises judgment when choosing the items to be taken into consideration,
depending on the relevant subsidiary or affiliate.
Accordingly, we deemed the measurement of the value in use of shares in subsidiaries and affiliates to be a key audit matter due to themateriality of these assets in the balance sheet, the degree of judgment required by management and the uncertainties inherent indetermining the cash flow assumptions particularly as regards the probability and time frame of achieving the forecasts used bymanagement.
Note 4.2.1 to the annual financial statements describes the methods used to measure shares in subsidiaries and affiliates.

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How our audit addressed this risk
Concerning shares with a material value or which carry a specific risk of impairment, our audit work consisted in:● for valuations based on historical data: verifying that the net asset figures used are consistent with the relevant entities’ financial
statements and that any adjustments made were based on probative documentation;● for valuations based on forecast data: obtaining the cash flow from operations projections prepared by management for the
relevant entities' operations and assessing the consistency of the assumptions with business trends (mainly net sales, margin rates
and general expenses).
Our work also consisted in assessing, with the help of our financial valuation experts, the reasonableness of the perpetual growth rates
and discount rates used by management.

5.3.3.4 Specific vérifications
In accordance with professional standards applicable in France, we have also performed the specific verifications required by French
legal and regulatory provisions.

Information given in the management report and in the other documents provided to the shareholders
with respect to the Company’s financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report prepared by the Managing Chairman and in the other documents provided to the shareholders with respect to
the Company’s financial position and the financial statements provided to the shareholders.
We attest to the fair presentation and the consistency with the financial statements of the information about the payment terms
referred to in Article D. 441-6 of the French Commercial Code.

Report on corporate governance
We attest that the Supervisory Board’s report on corporate governance sets out the information required by Articles L. 225-37-4,
L. 22-10-10 and L. 22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating tocompensation and benefits paid or awarded to corporate officers and any other commitments made in their favor, we have verified its
consistency with the financial statements or with the underlying information used to prepare these financial statements, and, whereapplicable, with the information obtained by the Company from controlled companies within its scope of consolidation. Based on theseprocedures, we attest to the accuracy and fair presentation of this information.

5

Concerning the information given in accordance with the requirements of Article L. 22-10-11 of the French Commercial Code relating tothose items the Company has deemed liable to have an impact in the event of a takeover bid or exchange offer, we have verified its
consistency with the underlying documents that were disclosed to us. Based on these procedures, we have no observations to make on
this information.

Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments and controllinginterests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.

5.3.3.5 Other legal and regulatory verifications or information
Format of presentation of the financial statements to be included in the annual financial report
In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial
statements presented according to the European single electronic reporting format, we have verified that the presentation of thefinancial statements to be included in the annual financial report referred to in paragraph I of Article L. 451-1-2 of the French Monetaryand Financial Code (Code monétaire et financier) and prepared under the Managing Chairman's responsibility, complies with this format,
as defined by European Delegated Regulation No. 2019/815 of December 17, 2018.
Based on the work we have performed, we conclude that the presentation of the financial statements to be included in the annual
financial report complies, in all material respects, with the European single electronic reporting format.
We have no responsibility to verify that the financial statements that will ultimately be included by your company in the annual financial
report filed with the AMF are in agreement with those on which we have performed our work.

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Appointment of the Statutory Auditors
We were appointed Statutory Auditors of Compagnie Générale des Établissements Michelin by the Annual Shareholders’ Meetings heldon May 14, 2004 for PricewaterhouseCoopers Audit and on May 7, 2010 for Deloitte & Associés.
At December 31, 2023, PricewaterhouseCoopers Audit and Deloitte & Associés were in the twentieth and fourteenth consecutive year of
their engagement, respectively.

5.3.3.6 Responsibilities of management and those charged with governance for the financial
statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting
principles, and for such internal control as management determines is necessary to enable the preparation of financial statements thatare free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The financial statements were approved by the Managing Chairmen.

5.3.3.7 Statutory Auditors’ responsibilities for the audit of the financial statements
Objectives and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 821-55 of the French Commercial Code, our audit does not include assurance on the viability or quality of theCompany’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise
professional judgment throughout the audit. They also:● identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design andperform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate toprovide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control;● obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;● evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management
and the related disclosures in the notes to the financial statements;● assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors
conclude that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosuresin the financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of
opinion;● evaluate the overall presentation of the financial statements and assess whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

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Report to the Audit Committee
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding, theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the mostsignificant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in thisreport.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 821-27 to L. 821-34 of theFrench Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our
independence and the related safeguard measures with the Audit Committee.

Neuilly-sur-Seine and Paris-La Défense, February 16, 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Jean-Christophe Georghiou

Deloitte & Associés

Itto El Hariri

Frédéric Gourd

5

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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FINANCIAL PERFORMANCE
Financial statements

5.3.4 Statutory Auditors’ special report on related-party
agreements
Annual Shareholders Meeting for the approval of the financial statements for the year ended December 31, 2023
This is a free translation into English of the Statutory Auditors’ special report on related-party agreements 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 Etablissements Michelin
23 place des Carmes-Déchaux
63000 Clermont-Ferrand
To the Shareholders,In our capacity as Statutory Auditors of Compagnie Générale des Etablissements Michelin, we hereby report to you on related-party
agreements.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions ofagreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as towhy they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed
agreements. Under the provisions of Article R. 226-2 of the French Commercial Code (Code de commerce), it is the responsibility of theshareholders to determine whether the agreements are appropriate and should be approved.
Where applicable, it is also our responsibility to provide shareholders with the information required by Article R. 226-2 of the French
Commercial Code in relation to the implementation during the year of agreements already approved by the Annual Shareholders
Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to suchengagements.

5.3.4.1 Agreements to be submitted for the approval of the Annual Shareholders Meeting
We were not informed of any agreement authorized and entered into during the year to be submitted for the approval of the Annual
Shareholders Meeting pursuant to the provisions of Article L. 226-10 of the French Commercial Code.

5.3.4.2 Agreements already approved by the Annual Shareholders Meeting
We were not informed of any agreement already approved by the Annual Shareholders Meeting which remained in force during the year.

Neuilly-sur-Seine and Paris La Défense, February 16, 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Jean-Christophe Georghiou_468

Deloitte & Associés

Itto El Hariri

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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5

FINANCIAL PERFORMANCE
Financial statements

5.3.5 Statement of changes in equity
2023

2022

272,053544,575(in € thousands and € per share)

NET INCOME
Accounting profit
Total: Net income/(loss)
Per share: Net income/(loss)
RECOMMENDED TOTAL DIVIDEND PAYOUT
Recommended dividend per share

0.38

0.76

965,194(1)892,647

1.35(1)

1.25

2023

2022

7,808,429

8,116,140(1) Subject to approval by shareholders at the Annual Meeting on May 17, 2024.

STATEMENT OF CHANGES IN EQUITY(in € thousands)A) 1. Equity at prior year-end before dividends

2. Dividend approved by the Annual Shareholders MeetingB) Equity at January 1, 2023 after dividends(894,459)(807,879)

6,913,970

7,308,261

420

(2)

(129)

(44,180)

(420)

(225)

C) Movements for the year:

1. Change in capital
2. Change in paid-in capital in excess of par
3. Change in reserves and retained earnings(1)

4. Net income

272,053544,575

D) Equity at December 31, 2023 before dividends

7,185,894

7,808,429

E) TOTAL CHANGES IN EQUITY DURING THE YEAR

271,924

500,16800271,924

500,168F) of which changes due to changes in Group structureG) TOTAL CHANGES IN EQUITY DURING THE YEAR EXCLUDING CHANGES IN GROUPSTRUCTURE

5(1) Excluding appropriation of net income.

5.3.6 Appropriation of 2023 net income(in € thousands)

AMOUNT TO BE
APPROPRIATED
Retained earnings brought forward fromprior year

1,885,645

Net income

272,053RECOMMENDED
APPROPRIATIONSDividend

965,194(1)Statutory share of income attributed to the General Partners

3,300

Retained earnings

1,189,204

AVAILABLE AT DECEMBER 31

2,157,698

2,157,698(1) Subject to approval by shareholders at the Annual Meeting on May 17, 2024.

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FINANCIAL PERFORMANCE
Financial statements

5.3.7 Five-year financial summary(in € thousands and in € per share, unless otherwise specified)I.

CAPITAL AT DECEMBER 31

a)

Share capitalb)

Number of common shares outstanding

2019

2020

2021

2022

2023

357,255

356,680

357,061

357,059

357,479

714,510,220

713,360,344

714,121,800

714,117,414

714,958,226

1,034,805

797,951

959,769

1,010,962

1,790,853

II.

RESULTS OF OPERATIONSa)

Net revenueb)

Earnings before tax, depreciation, amortizationand provisions (EBTDA)

817,567

1,072,009

635,133

426,055

419,782c)

Income tax

30,603(9,773)

18,811(48,236)

19,112d)

Net income

672,105

1,010,644

584,192

544,575

272,053

Earnings per share after tax, before depreciation,amortization and provision expenses (EBDA)

1.10

1.52

0.86

0.66

0.56

b)

Basic earnings per share

0.94

1.42

0.82

0.76

0.38

c)

Dividend per share(1)

0.50

0.58

1.13

1.25

1.35

III. PER-SHARE DATAa)IV. EMPLOYEE DATAa)

Average number of employees

-

1

2

2

2

b)

Total payroll

1,123

2,280

3,190

2,603

3,502

c)

Total benefits

(76)

645

838

765

867

(1) Subject to approval by shareholders at the Annual Meeting on May 17, 2024.

The number of shares making up the Company's capital increased fourfold in 2022, to 714,117,414 shares with a par value of €0.50. As aresult of this change, items for the years 2019 through 2021 have been restated to improve the table’s readability and consistency.

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FINANCIAL PERFORMANCE
Additional information

5.4

ADDITIONAL INFORMATION

5.4.1 Person responsible for the Universal
Registration Document
Person responsible for the Universal Registration
Document and the Annual Financial Report
Florent Menegaux, Managing Chairman.
Statement by the person responsible for the Universal Registration
Document and the Annual Financial Report

I hereby declare that the information contained in the Universal
Registration Document is in accordance with the facts and noinformation has been omitted that would be likely to affect its
import.
I further declare that, to the best of my knowledge, the financial
statements have been prepared in accordance with applicableaccounting standards and give a true and fair view of the assets,

liabilities, financial position and profit of the Company and theundertakings included in the consolidation, and that the
information included in this Universal Registration Document
within the Report of the Managers and listed in the table ofconcordance in section 8.4 of this Universal Registration
Document gives a true and fair view of the business, profit andfinancial position of the Company and the undertakings includedin the consolidation, as well as a description of the main risks anduncertainties they face.
Clermont-Ferrand, April 5, 2024
Florent Menegaux,Managing Chairman

5.4.2 Statutory Auditors
5.4.2.1 Statutory Auditors
Under French law, the accounts of listed companies are required
to be audited by two independent Statutory Auditors. The
purpose of this requirement is to provide assurance that thefinancial statements have been properly prepared and comply
with the true and fair view principle.

Deloitte & Associés

The Statutory Auditors are appointed by the Annual Shareholders
Meeting for a six-year term, based on a recommendation madeby the Supervisory Board following a selection process overseenby the Audit Committee. They may be re-appointed forsuccessive terms. They test the fairness of financial statements
and carry out all of the statutory audit work required by law.
Michelin does not ask them to perform any other engagementsthat might impair their independence.

92908 Paris-La Défense

The Statutory Auditors of Compagnie Générale
Établissements Michelin, Michelin's holding Company are:

Registered member of the Compagnie régionale des Commissaires
aux Comptes de Versailles
6, place de la Pyramide

5

Represented by Frédéric Gourd, Partner
6, place de la Pyramide
92908 Paris-La Défense
There are no legal or financial ties of any sort between the two
firms or the lead partners.

desPricewaterhouseCoopers Audit
Registered member of the Compagnie régionale des Commissaires
aux Comptes de Versailles
63, rue de Villiers
92208 Neuilly-sur-Seine
Represented by Jean-Christophe Georghiou and Itto El Hariri,Partners

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FINANCIAL PERFORMANCE
Additional information

5.4.2.2 Fees paid to the Statutory Auditors of Compagnie Générale des Établissements
Michelin (CGEM)
The following table sets out the details of the fees charged by the Statutory Auditors in respect of 2023:
Deloitte
Statutory Auditor(Deloitte & Associés)(in € thousands)

PricewaterhouseCoopers
Statutory Auditor(PricewaterhouseCoopers
Audit)

Network

Network

Amount%Amount%Amount%Amount

%

808

40%

-

-

778

44%

-

-

STATUTORY AUDIT AND HALF-YEAR REVIEWOF THE INDIVIDUAL AND CONSOLIDATEDFINANCIAL STATEMENTS
 Issuer Fully consolidated subsidiaries

1,227

60%

4,193

100%

1,007

56%

4,462

100%

Sub-total

2,035

100%

4,193

100%

1,785

100%

4,462

100%

NON-AUDIT SERVICES
 Issuer(1) Fully consolidated subsidiaries(2)Sub-total
TOTAL

-

0%

-

-

252

92%

-

-

89

100%

559

100%

21

8%

1,163

100%

89

100%

559

100%

273

100%

1,163

100%

2,124

4,752

2,058

5,625

(1) Corresponding mainly to an independent third-party body engagement performed by PricewaterhouseCoopers Audit.
(2) Corresponding chiefly to procedures performed in connection with acquisitions or planned acquisitions, diagnostic reviews, tax compliance reviews andcertifications issued at the request of the audited companies.

5.4.3 Statements incorporated by reference
In accordance with Article 19 of Regulation (EU) No. 2017/1129 of
the European Parliament and of the Council of June 17, 2017,
this Universal Registration Document incorporates by reference
the following information to which readers are invited to refer:● the management report, the consolidated financial
statements and the parent company financial statements forthe year ended December 31, 2022, as well as the relevant
Statutory Auditors' reports, presented in the Universal
Registration Document filed with the AMF on April 7, 2023
under number D. 23-0253;_472● the management report, the consolidated financial
statements and the parent company financial statements forthe year ended December 31, 2021, as well as the relevant
Statutory Auditors' reports, presented in the Universal
Registration Document filed with the AMF on April 8, 2022
under number D. 22-0265;
The information included in said Universal Registration
Documents, other than the items cited above, are superseded or
updated by the information included in the 2023 Universal
Registration Document. Said Universal Registration Documents
are available for consultation at the Company's registered officeor on its website www.michelin.com.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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Investor relations

INFORMATION ABOUT THE COMPANY

476

SHARE INFORMATIONThe Michelin share
Detailed share data
Per-share data
Capital and ownership structure

477
477
478
478
479

6.3

INVESTOR RELATIONS

480

6.4

DOCUMENTS ON DISPLAY480

ADDITIONAL SHARE INFORMATION
Changes in share capital
Potential shares
Stock options
Share grants and performance shares
Employee share ownership
Information concerning a share buyback program currently in effectDescription of the share buyback program submitted for shareholder approval at the Annual Shareholders
Meeting of May 17, 2024

481
481
481
483
484
494
494

6.1
6.2
6.2.1
6.2.2
6.2.3
6.2.4

6.5
6.5.1
6.5.2
6.5.3
6.5.4
6.5.5
6.5.6
6.5.7

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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6

INVESTOR RELATIONS
Information about the Company

6.1

INFORMATION ABOUT THE COMPANY(1)Legal and commercial name of the Company

Registered office● Compagnie Générale des Établissements Michelin.

● The Company’s registered office is located at 23, place desCarmes-Déchaux – Clermont-Ferrand (Puy-de-Dôme),France.

Place of registration and registration number● The Company is registered in the Clermont-Ferrand Tradeand Companies Register under number 855 200 887.
● LEI code: 549300SOSI58J6VIW052.

● Phone: +33 (0)4 73 32 20 00.
● Corporate website: www.michelin.com

Legal form and governing law

Date of incorporation and term
● The Company was incorporated on July 15, 1863. Its term willend on December 31, 2050, unless it is wound up before
that date or its term is extended.

● The Company is a partnership limited by shares (société encommandite par actions) governed by Articles L. 226-1 to
L. 226-14 of the French Commercial Code (Code decommerce).

Main business● Managing subsidiaries and other interests held in any and all
countries.

Summary organization chart
Compagnie Générale
des Établissements Michelin(CGEM)

Compagnie Financière
Michelin
(CFM)

100%
Manufacturing, sales
and research companies
outside France

100%
Manufacture Française desPneumatiques Michelin (MFPM),
main manufacturing, sales
and research company
in France

The Group’s parent company is Compagnie Générale desÉtablissements Michelin (CGEM), which directly or indirectly owns
all of its subsidiaries and associates.

CGEM is the owner of the Group’s main intellectual property
assets and, as such, has set up licensing and high value-added
service agreements with the operating subsidiaries. Regarding
high value-added services (e.g., development and processengineering work, Group head office services, business line
services, etc.), CGEM tasks certain Group companies (MFPM inparticular) with carrying out the work for subsidiaries. From
January 1, 2023, companies providing high value-added services
will be paid according to the residual profit split method.
Apart from high value-added services, intra-group transactions
involve sizable volumes in such areas as intangible assets, a widearray of services, equipment and facilities, raw materials andsemi-finished and finished products. The corresponding fees or
prices are set using methods that vary by type of transaction.
However, all of the methods are based on the arm’s lengthprinciple as defined in the OECD’s Transfer Pricing Guidelines forMultinational Enterprises and Tax Administrations.

Its main subsidiary is Compagnie Financière Michelin (CFM), which
has owned the entire share capital of Manufacture Française desPneumatiques Michelin (MFPM) since October 31, 2023. MFPM
coordinates all of the Group’s manufacturing, sales and research
operations in France.

(1) See also Chapter 3 for information on the Company’s Bylaws.

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INVESTOR RELATIONS
Share information

6.2

SHARE INFORMATION

6.2.1 The Michelin share
Traded on the Euronext Paris stock exchange● Compartment A;● Par value: €0.50;● Eligible for the SRD deferred settlement system;● Traded in units of: 1.

● ISIN: FR001400AJ45;

Indices
The Michelin share is included in two leading stock market indices:● CAC 40: 1.34% of the index at December 31, 2023;● Stoxx Europe 600
MICHELIN SHARE PERFORMANCE AND TRADING VOLUMES
According to statistical data collected by Euronext Paris.
Monthly trading volume - Michelin

Michelin*

CAC 40*Euro Stoxx 600*

Millionsof shares

160

90

140

80
70

120

60
100
50
80
40

6

60
30
40

20

20
0

*

10

Jan.
2021

June
2021

Dec.
2021

June
2022

Dec.
2022

June
2023

Dec.
2023

0

Standardized monthly averages (base 100 = January 1, 2021).

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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INVESTOR RELATIONS
Share information

6.2.2 Detailed share data
According to statistical data collected by Euronext Paris.
Share price (in €)

2023

2022

2021(1)(restated)2021(reported)

2020

2019

Session high

32.65

38.93

36.50

146.00112.80119.50

Session low

25.60

21.99

25.83

103.30

68.00

83.74

High/low ratio

1.28

1.77

1.41

1.41

1.66

1.43

Closing price, end of period

32.46

25.99

36.04

144.15104.95109.10

Average closing price over the period

32.44

129.7595.49

104.36

28.87

28.53

Change in the Michelin share price over theperiod24.92%-27.89%37.35%

37.35%-3.80%

25.84%

Change in the CAC 40 index over the period

16.52%-9.50%

28.85%

28.85%-7.14%

26.37%

Change in the Stoxx Europe 600 index over theperiod12.73%-12.90%22.25%

22.25%-4.04%-

Average price Stoxx Europe 600 over the period

457.04434.40449.58449.58369.26383.21Market capitalization(at period-end, in € billions)

23.21

18.56

25.74

25.74

18.72

19.49

Average daily trading volume over the period

1,419,300

1,844,574

1,743,820

435,955

548,883

577,545

Average number of shares outstanding

714,258,055

713,400,033

713,512,772

178,378,193

178,497,159

179,669,608

Volume of shares traded over the period

366,179,447

475,900,118

449,905,428

112,476,357

141,062,953

147,273,882(2)(1) Only the 2021 share data have been restated (“2021 restated”) to reflect the four-for-one stock split on June 16, 2022.
(2) Volumes traded on the Euronext platform.

6.2.3 Per-share data(in € per share, except ratios)

2023

2022

2021
(restated)2021(reported)

2020

2019

Net asset value per share

25,1

24.0

20.9

83.9

70.8

74.1

Basic earnings per share

2,77

2.81

2.58

10.31

3.52

9.69

Diluted earnings per share(1)

2,75

2.79

2.56

10.24

3.51

9.66

PRICE-EARNINGS RATIO

11,7

9.3

14.0

14.0

29.8

11.3

Dividend per share(2)

1,35

1.25

1.125

4.50

2.30

2.00

Payout ratio

49 %

44%

44%

44%

65%

21%

Yield

4,2 %

4.8%

3.1%

3.1%

2.2%

1.8%

(3)

(1) Earnings per share adjusted for the impact on net income and on average shares outstanding of the exercise of outstanding dilutive instruments.
(2) Subject to approval by the Annual Shareholders Meeting on May 17, 2024. Only the 2021 share data have been restated (“2021 restated”) to reflect thefour‑for-one stock split on June 16, 2022. Prior year figures correspond to the reported dividend.
(3) Dividend divided by the share price at December 31.

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INVESTOR RELATIONS
Share information

6.2.4 Capital and ownership structure
At December 31, 2023, Michelin’s share capital amounted to €357,479,113.
At December 31, 2023
Number ofshareholders

French institutional
investors
Non-resident
institutional
investors

Sharesoutstanding

Voting rights
Number ofoutstanding shareholders

20.4%

24.0 %

67.0%

61.8 %At December 31, 2022

At December 31, 2021

Sharesoutstanding

Sharesoutstanding

Voting rights
outstanding

23.6%

27.3%

Voting rights
Number ofoutstanding shareholders

22.8%

25.7%

4,509

64.7%

59.7%

4,123

65.5%

59.2%

4 497

Individual
shareholders

170,391

10.5%

11.9 %

156,694

10.3%

12.1%

139,099

9.2%

11.5%

Employee shareownership plan

71,621

2.1%

2.3%

77,557

2.2%

2.5%

62,118

1.7%

2.0%

TOTAL

714,958,226
246,509
SHARES(1)990,275,053
VOTINGRIGHTS714,117,414
238,760
SHARES(1)978,544,459
VOTINGRIGHTS714,121,800
205,340SHARES

952,588,184
VOTINGRIGHTS(1) All fully paid up.

Shares held in the same name for at least four years carry double voting rights.
Due to the 161 Company shares held in treasury, the number of theoretical voting rights outstanding at December 31, 2023 differs fromthe number of voting rights exercisable at that date. To the Company’s knowledge, no material portion of its issued capital has been
pledged.

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6

INVESTOR RELATIONSDocuments on display

6.3

INVESTOR RELATIONSEvery shareholder has access to clear, comprehensive,transparent information, tailored to his or her individual needs.
In particular, extensive information about our business
operations, strategy and financial performance may be found in awide variety of regulatory filings, such as press releases, theUniversal Registration Document, the Interim Financial Report
and the Company Bylaws. All of these publications are readily
available in French and English at www.michelin.com in the
Finance section and on request from the Investor Relations
Department.
More than 1,800 institutional investors and financial analysts
were contacted during the year.

6.4

Each year, all shareholders and proxy solicitors are notified of thedate of the Annual Shareholders Meeting and of the voting
procedures.
In accordance with the Company Bylaws, shares held in the same
name for at least four years carry double voting rights.

DOCUMENTS ON DISPLAY

Historical financial information, Universal Registration Documents(Registration Documents), Notices and Minutes of Shareholders
Meetings, the Company Bylaws, and all of the regulatory filings
within the meaning of Article 221-1 of the AMF General
Regulations (particularly press releases, quarterly reports and the_480

At the same time, Michelin reached out to individual shareholders
at shareholder meetings, as well as at the Investir Day event in
Paris, which on November 28, 2023 brought together
stakeholders from across the retail investing industry. Michelin
also convened its Shareholders’ Committee and added newcontact points with newsletters issued on the release of financial
information and other occasions.

Interim and Annual Reports), may be viewed in French or English
at www.michelin.com. They are also available on the French
website of record (www.info-financiere.fr) and, if necessary, at theCompany’s registered office.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN6

INVESTOR RELATIONS
Additional share information

6.5

ADDITIONAL SHARE INFORMATION

6.5.1 Changes in share capital
Change in capital
Year

2019

2020

2021

2022

Capital (in €)At December 31, 2018

179,847,632

359,695,264

Exercise of stock options

64,178

128,356

3,594,008

Vesting of performance shares

61,566

123,1320(137,856,194)

Cancellation of shares(1,345,821)(2,691,642)

At December 31, 2019

178,627,555

357,255,110

81,518163,036

Vesting of performance shares

0

Exercise of stock options

14,57029,140904,670

Employee share issue

713,983

1,427,966

52,416,948(96,689,419)

Cancellation of shares(1,097,540)(2,195,080)

At December 31, 2020

178,340,086

356,680,172

180,976

361,9520461,514

Vesting of performance shares
Exercise of stock options

9,388

18,776AT DECEMBER 31, 2021

178,530,450

357,060,900

Vesting of performance shares
Adjusted for the four-for-one stock split
Vesting of performance shares

2023

Share premium(in €)

Numberof shares

Transaction

1224

714,121,848

357,060,924-

450,012225,006

0

Employee share issue

3,872,090

1,936,045

74,017,026

Cancellation of shares(4,326,536)(2,163,268)(118,196,732)

AT DECEMBER 31, 2022

714,117,414

357,058,707

Vesting of performance shares

704

352

Vesting of performance shares

1,840

920

Vesting of performance shares

838,268

419,134

714,958,226

357,479,113

AT DECEMBER 31, 2023

66.5.2 Potential shares
6.5.2 a)Outstanding securities convertible, exchangeable, redeemable or otherwise
exercisable for shares

Options to purchase new shares of common stock
Please refer to the detailed information in section 6.5.3.

Performance shares
Please refer to the detailed information in section 6.5.4.

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INVESTOR RELATIONS
Additional share information

6.5.2 b)

Estimated maximum number of potential new shares at December 31, 2023
Capital(in €)

ISSUED CAPITAL AT DECEMBER 31, 2023

357,479,113

Stock options outstanding as of December 31, 2023
The last plan launched in 2012 expired in 2021 and no exercisable stock options remain.

Performance shares outstanding at December 31, 2023

Vesting period ends

Performance shares
outstanding

November 13, 2020 (Excellence, Managers)

November 13, 2024

948,984*

November 17, 2021 (Excellence, Managers)

November 17, 2025

1,228,236*

November 17, 2022 (Excellence, Managers)

November 17, 2026

1,869,607*

November 16, 2023 (Recognition)

November 16, 2027

577,018*

November 17, 2023 (Excellence, Managers)

November 17, 2027

2,679,985*

Grant date

TOTAL PERFORMANCE SHARES OUTSTANDING

7,303,830

MAXIMUM POTENTIAL SHARES AS OF DECEMBER 31, 2023 (REPRESENTING A 1.02% INCREASE IN ISSUED
CAPITAL)*

3,651,915

361,131,028

Before applying the rate of achievement of the performance conditions. Performance share rights have been restated to reflect the four-for-one stock split onJune 16, 2022.

_482

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INVESTOR RELATIONS
Additional share information

6.5.3 Stock options
6.5.3 a)Stock option plans in effect at December 31, 2023 (Table 8 of the AFEP/MEDEF
Corporate Governance Code)The corporate officers did not receive any stock options in respect of their positions under one of the plans adopted by the Company
which, since December 31, 2021, had all expired.

6.5.3 b)Stock options granted and exercised during the year

Stock options granted by CGEM(1) to the ten grantees
other than Managers who received the greatest
number of options and options exercisedby the ten grantees other than Managers
who exercised the greatest number of options

Number of options
granted/exercised

Exercise price(in €)

Options granted

0

Options exercised (new shares issued)0

End of exercise
periodDate grantedby the Managers

-

-

-

-

-

-

(1) No options have been granted by any qualifying company apart from CGEM. The last plan launched in 2012 expired in 2021 and no exercisable stock options remain.

6.5.3 c)Special Report of the Managing Chairman

No stock options were granted during the year.
No Manager holds non-exercisable stock options.
Clermont-Ferrand, February 09, 2024
Florent Menegaux
Managing Chairman

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INVESTOR RELATIONS
Additional share information

6.5.4 Share grants and performance shares
6.5.4 a)Share grants and performance share plans in effect at December 31, 2023 (Table 9 of
the AFEP/MEDEF Corporate Governance Code)The number of shares and performance share rights have been restated to reflect the four-for-one stock split on June 16, 2022.
VESTED PLAN AND PLANS IN EFFECT IN 2023
Plan 10 (Excellence)

Plan 11 (Excellence)

Plan 12 (Managers)

Date of the shareholder authorization

May 17, 2019

June 23, 2020

June 23, 2020

Date granted by the Managers

November 15, 2019

November 13, 2020

November 13, 2020

Number of rights granted

1,509,168

1,944,864

80,080 Florent Menegaux(1)(Managing Chairman)--

48,048 Yves Chapot(General Manager)--

32,032

Vesting date (in years)

November 15, 2023 (4 years)

November 13, 2024 (4 years)

November 13, 2024 (4 years)

End of lock-up period (in years)

N/A

N/A

N/A

Performance conditions(2)(period over which criteria are applied:
3 years)

 Michelin share price that
 Michelin share priceoutperforms the Euro Stoxx
outperforms the CAC 40 by at
600 index by at least 15 points,
least 15 points, comparing thecomparing the average
average closing price between
closing price in 2019 and in
the second half of 2018 and2022
the second half of 2021
 Corporate social responsibility  Corporate social responsibility
objective:
objective:– average change in MEF(3)– average change in MEF(3)of less than -1.5 points overof less than -1.5 points overthe 2020-2022 period
the 2019-2021 period– average change in– average change in
employee engagement rate
employee engagement rateof more than 1.5 pointsof more than 1.5 points
over the 2020‑2022 period
over the 2019-2021 period
 Average annual growth in Average segment operating
revenue (excluding tires andmargin of at least 12% over
distribution) of at least 8%
the 2019-2021 period(4)over the 2019-2021 and2021‑2022 periods(5) Return on capital employed(ROCE) of at least 11% in 2022

 Return on capital employed(ROCE) of at least 11% in 2022

Number of vested sharesat December 31, 2023

840,100

3,648

0Number of canceled or voided
share rights

669,068

1,032,272

40,040NUMBER OF PERFORMANCESHARES OUTSTANDING
AT DECEMBER 31, 2023

0908,944

40,040

Performance conditions:achievement rate

59%

50%

50%

O/w to:(1)(1) Granted in his capacity as Manager.
(2) On a like-for-like consolidated basis, excluding changes in exchange rates for the financial criteria.

_4842023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

 Michelin share priceoutperforms the Euro Stoxx
600 index by at least 15 points,
comparing the average closing
price in 2019 and in 2022
 Corporate social responsibility
objective:– average change in MEF(3)of less than -1.5 points overthe 2020-2022 period– average change in employee
engagement rate of morethan 1.5 points over the
2020‑2022 period
 Average annual growth inrevenue (excluding tires anddistribution) of at least 8% overthe 2019-2020, 2020-2021 and2021‑2022 periods

6

INVESTOR RELATIONS
Additional share information

Plan 14 (Excellence)

Plan 15 (Managers)

Plan 16 (Excellence)

June 23, 2020

June 23, 2020

June 23, 2020

November 17, 2021

November 17, 2021

November 17, 2022

1,222,508

55,9801,791,414-

33,588--22,392-

November 17, 2025 (4 years)

November 17, 2025 (4 years)

November 17, 2026 (4 years)

N/A

N/A

N/A

 Michelin share price outperforms the Euro
Stoxx 600 index by at least 5 points,
comparing the average closing price in 2020
and in 2023

 Michelin share price outperforms the Euro
Stoxx 600 index by at least 5 points,
comparing the average closing price in 2020
and in 2023

 Michelin share price outperforms the Euro
Stoxx 600 index by at least 5 points,
comparing the average closing price in 2021
and in 2024

 Corporate social responsibility objective: Corporate social responsibility objective: Corporate social responsibility objective:– i-MEP below 88 points in 2023

– i-MEP below 88 points in 2023

– i-MEP below 83 points in 2024

– average change in employee engagement
rate of more than 1 point over the2021‑2023 period– average change in employee engagement
rate of more than 1 point over the2021‑2023 period– average change in employee engagement
rate of more than 1 point over the2022‑2024 period

 Average annual growth in revenue (excluding
tires and distribution) of at least 8% over the2020-2021, 2021‑2022 and 2022-2023
periods Average annual growth in revenue (excluding
tires and distribution) of at least 8% over the2020-2021, 2021‑2022 and 2022-2023
periods Average annual growth in revenue (excluding
tires and distribution) of more than 10% overthe 2021-2022, 2022‑2023 and 2023-2024
periods

 Return on capital employed (ROCE) of at least
11% in 2023

 Return on capital employed (ROCE) of at least
11% in 2023

 Return on capital employed (ROCE) strictly
above 11% in 2024

0

0

0

50,252

029,863

1,172,256

55,9801,761,551

62%

62%

6

(3) Michelin Environmental Footprint (MEF) indicator: energy use, water withdrawals, CO2 emissions, volatile organic compound emissions, amount of waste produced andamount of waste landfilled.
(4) Replaces the condition of reporting average consolidated operating income of more than €200 million a year over the 2019-2021 period, which was not feasible given the2020 business environment.
(5) Given the impact of Covid-19 on the business environment, the 2020 result has been factored out of this indicator so that it remains attainable.

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INVESTOR RELATIONS
Additional share information

Date of the shareholder
authorization

Plan 17 (Managers)

Plan 18 (Recognition)

Plan 19 (Excellence)

Plan 20 (Managers)

June 23, 2020

May 12, 2023

May 12, 2023

May 12, 2023

Date granted by the Managers

November 17, 2022

November 16, 2023

November 17, 2023

November 17, 2023

Number of rights granted

108,056

577,018

2,575,723

104,262

 Florent Menegaux(1)(Managing Chairman)

67,983--65,164

 Yves Chapot (General Manager)

40,073--39,098Vesting date (in years)

November 17, 2026
(4 years)November 16, 2027
(4 years)November 17, 2027
(4 years)November 17, 2027
(4 years)

End of lock-up period (in years)

N/A

N/A

N/A

N/A

Performance conditions(2)(period over which criteria areapplied: 3 years)

 Michelin share price N/Aoutperforms theEuro Stoxx 600 index
by at least 5 points,
comparing the
average closing pricein 2021 and in 2024

 Michelin share priceoutperforms the Euro
Stoxx 600 index by atleast 5 points,
comparing the averageclosing price in 2022
and in 2025

 Michelin share priceoutperforms the Euro
Stoxx 600 index by atleast 5 points,
comparing the averageclosing price in 2022
and in 2025

 Corporate social
responsibility
objective: Corporate social
responsibility objective: Corporate social
responsibility objective:– i-MEP below
80 points in 2025

– i-MEP below
80 points in 2025

– employee
engagement rate
exceeding 84.5% in
2025– employee
engagement rate
exceeding 84.5% in
2025

 Average annual growth
in revenue (excluding
tires and distribution)of more than 12% overthe 2022-2023,
2023‑2024 and2024‑2025 periods

 Average annual growth
in revenue (excluding
tires and distribution)of more than 12% overthe 2022-2023,
2023‑2024 and2024‑2025 periods

 Return on capital
employed (ROCE)
strictly above 12% in2025

 Return on capital
employed (ROCE)
strictly above 12% in
2025

O/w to:(1)– i-MEP below
83 points in 2024
– average change in
employeeengagement rateof more than
1 point over the2022‑2024 period
 Average annual
growth in revenue(excluding tires anddistribution) of morethan 10% over the2021-2022,
2022‑2023 and2023-2024 periods
 Return on capital
employed (ROCE)
strictly above 11% in
2024
Number of vested sharesat December 31, 2022

0

0

0

0

Number of canceled or voided
share rights

0

0

0

0

AT DECEMBER 31, 2023

108,056

577,018

2,575,723

104,262

Performance conditions:achievement rate

-

-

-

-

NUMBER OF SHARE GRANTSOR PERFORMANCE SHARESOUTSTANDING(1) Granted in his capacity as Manager.
(2) On a like-for-like consolidated basis, excluding changes in exchange rates for the financial criteria.

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INVESTOR RELATIONS
Additional share information

6.5.4 b)Share grants and performance share granted during the year

Rights to 2,679,985 performance shares and rights to 577,018 one new share were granted during the year.2,679,985 rights toperformance shares and 577,018 rights to bonus shares were granted during the year.

Performance shares granted by CGEM to the ten grantees other than Managers who received thegreatest number of shares

6.5.4 c)Number of shares
grantedDate granted by theManagers

151,090

November 17, 2023

Special Report of the Managing Chairman

November 16, 2023 Plan (Recognition)
The Annual Shareholders Meeting of May 12, 2023 authorized
the grant of shares without consideration to employees of theCompany (including the Managers and the Chairman of theSupervisory Board) and of related companies within the meaningof Articles L. 225-197-1 et seq. of the French Commercial Code,with the number of shares that may be granted limited to 1.5% ofissued capital. The authorization includes the possibility ofgranting up to 250 shares without performance conditions tomore of the Group’s production operators, technicians andmiddle managers, subject only to a service condition, in order tocontinue increasing their engagement and give them a stake in
the Group’s results.
This authorization was used in 2023 to grant 577,018 rights to
one new share of common stock to 4,644 grantees.

● Corporate social responsibility objective: employee
engagement and the environmental performance of
manufacturing operations. This criterion is based on two
indicators: the environmental footprint of Michelin’s
manufacturing operations and the level of employee
engagement:●●

November 17, 2023 Plan (Excellence)
The Annual Shareholders Meeting of May 12, 2023 authorized
the grant of shares without consideration to employees of theCompany (including the Managers and the Chairman of theSupervisory Board) and of related companies within the meaningof Articles L. 225-197-1 et seq. of the French Commercial Code,with the number of shares that may be granted limited to 1.5% ofissued capital.
This authorization was used in 2023 to grant 2,679,985 rights to
one new share of common stock to 2,495 grantees.

These criteria are as follows:● Michelin’s share performance compared with the Stoxx
Europe 600 index: the difference between average closing
prices of the Michelin share for 2022 and for 2025 must
exceed or be equal to the difference between the closing
Stoxx Europe 600 indexes for these same years by at least
5 points. Result calculated on a straight-line basis between
the threshold of 0 and the targeted 5 points.

Since 2013, the annual “Moving Forward Together: Your
Voice for Action” survey has measured the employee
engagement rate. The employee engagement rate must
exceed 84.5% in 2025. Result calculated on a straight-line
basis between the threshold of 83% and the targeted 84.5%.

● operating performance: growth in revenue (excluding
tires and distribution) and return on capital employed(ROCE). This criterion is based on two indicators:
revenue growth excluding tires and distribution, andtotal consolidated ROCE (i.e., including acquisitions andcompanies accounted for by the equity method):●

The performance condition is based on three objectives thattogether demonstrate effective deployment of the Group’sMichelin in Motion strategy.
All grantees are expected to fulfill three performance criteria, as
set out in the report detailing the related resolution of the
May 12, 2023(1) Shareholders Meeting.

The i-MEP indicator tracks the environmental impact of theGroup’s manufacturing operations until 2030. The i-MEP
makes these easier to understand by focusing on fivepriority areas: energy use, CO2 emissions, organic solvent
use, water withdrawals and stress, and waste production.
The i‑MEP must be below 80 points in 2025. Result
calculated on a straight-line basis between the threshold of 86
and the targeted 80 points.

●

6

the growth in the new business revenue indicator (like-forlike growth excluding tires and distribution) measures theGroup’s ability to grow its new businesses (as opposed to its
historical core business). The average growth in new
business revenue from 2022 to 2023, from 2023 to 2024
and from 2024 to 2025 must exceed 12%. Result calculated
on a straight-line basis between the threshold of 7% and thetargeted 12%.
total consolidated ROCE (including acquisitions, related
goodwill and equity-accounted companies) measures therobustness of the Group’s performance. It must exceed
12% in 2025. Result calculated on a straight-line basis between
the threshold of 10% and the targeted 12%.

Provided that the grantee is still employed by the Group at the end of
the vesting period (or qualifies for an exemption from this requirement
under French law or in exceptional cases at the discretion of theManagers), if the achievement rate for all of the above criteria is 100%
then 100% of the performance shares will vest, with the first
criterion accounting for 30%, the second criterion for 40% (20%per indicator) and the third criterion for 30% (15% per indicator).

(1) Please refer to pages 455 to 457 of the 2022 Universal Registration Document.

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INVESTOR RELATIONS
Additional share information

Fulfillment of performance conditions under the performance share plan that vested in 2023
FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 15, 2019 PERFORMANCE SHARE PLAN
In view of the challenging business environment in 2020, the2020 performance on the overall achievement rate of theconditions over the three-year period from 2019 to 2021. ThisManaging Chairman decided to replace the growth in segmentchange does not concern the Managers, for whom none of theoperating income condition by the segment operating margin.
The change is intended to attenuate the impact of theperformance criteria have been adjusted.
Results
Criteria
Share priceperformance

WeightingMichelin share price must outperformthe CAC 40 by at least 15 points,
comparing the average closing pricebetween the second half of 2018 and35%
the second half of 2021

2021 vs. 2018

Achievement
rate+9.0 points

21%

2019

2020

2021

Average

Corporate social Average change in the Michelin
responsibility
Environmental Footprint – MEF (energyuse, water withdrawals, CO2 emissions,performancevolatile organic compound emissions,amount of waste produced andamount of waste landfilled) overthree years (2019-2021 period) mustbe less than -1.5 points

15%-0.5 points+0.1 point-2.5 points-1.0 point

10%

Change in average employee
engagement rate must exceed
1.5 points a year on a like-for-likeconsolidated basis over the 2019‑2021
period15%+1.0 point+2.0 points-2.0 points

0.3 points

3%

Segment operating margin, atcurrent scope of consolidation,
constant accounting methods andcurrent exchange rates, of an average
12% a year over the 2019-2021 period

35%

12.5%

9.2%

12.5%

11.4%

25%

OperatingmarginTOTAL

59%

Given that the performance conditions were partially met, no more than 59% of the performance shares will vest.
Note that the vesting period ended in November 2023 (with no lock-up period) for all grantees.

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INVESTOR RELATIONS
Additional share information

Fulfillment of performance conditions under the performance share plan in effect in 2023
FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 13, 2020 PERFORMANCE SHARE PLAN
FOR EMPLOYEES
Results
Criteria
Share priceperformance

2022 vs. 2019

Achievement
rate

30%

-1.7 points0% Michelin share price must outperformthe Stoxx Europe 600 index by at least
15 points, comparing the average daily
closing price in 2019 and in 2022
 Result calculated on a straight-line basis
between the threshold of 0 and thetargeted 15 points

Corporatesocialresponsibility
performance

Weighting

2020

2021

2022

Average

15%+0.1 point-2.5 points-1.3 points-1.2 points

11%

15%

+2.0 points-2.0 points+3.0 points+1.0 point10%

13%(1)

factored
out

-4.0%

+22.0%

+9%

13%

20%

6.0%

10.3%

10.8%

10.8%

16%

 Average change in the Michelin
Environmental Footprint – MEF (energyuse, water withdrawals, CO2 emissions,volatile organic compound emissions,amount of waste produced and amountof waste landfilled) over three years(2020-2022 period) must be less than
‑1.5 points
 Result calculated on a straight-line basis
between the threshold of 0.5 and thetargeted 1.5 points
 Change in average employee
engagement rate must exceed
1.5 points a year on a like-for-likeconsolidated basis over the 2020‑2022
period Result calculated on a straight-line basis
between the threshold of 0.1 and thetargeted 1.5 points

Operatingperformance Average annual growth in revenue,
excluding tires and distribution, must be
at least 8% over the 2019-2021 and2021-2022 periods(1) Result calculated on a straight-line basis
between the threshold of 3% and thetargeted 8%

6

 Total consolidated ROCE (including
acquisitions, related goodwill andequity‑accounted companies) must be
at least 11% in 2022
 Result calculated on a straight-line basis
between the threshold of 10% and thetargeted 11%
TOTAL

50%

(1) Given the impact of Covid-19 on the business environment, the 2020 result has been factored out of this indicator so that it remains attainable. As a result, theindicator’s achievement rate has been capped at 13%, instead of 20%, to reflect its assessment over two-thirds of the period.

Given that the performance conditions were partially met, no more than 50% of the performance shares will vest.
Note that the vesting period will end in November 2024 (with no lock-up period) for all grantees.

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INVESTOR RELATIONS
Additional share information

FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 13, 2020 PERFORMANCE SHARE PLAN
FOR THE MANAGERS
Results
Criteria
Share priceperformance

Weighting Michelin share price must outperformthe Stoxx Europe 600 index by at least
15 points, comparing the average daily
closing price in 2019 and in 2022
 Result calculated on a straight-line basis
between the threshold of 0 and thetargeted 15 points

Corporatesocialresponsibility
performance

Achievementrate2022 vs. 201930%

-1.7 points

0%

2020

2021

2022

Average

15%+0.1 point-2.5 points-1.3 points-1.2 points

11%

15%

+2.0 points-2.0 points+3.0 points+1.0 point

10%

20%

-10.8%+7.7%+22.0%

+6.3%

13%

20%

6.0%

10.3%

10.8%

10.8%

16%

 Average change in the Michelin
Environmental Footprint – MEF (energyuse, water withdrawals, CO2 emissions,volatile organic compound emissions,amount of waste produced and amountof waste landfilled) over three years(2020-2022 period) must be less than
‑1.5 points
 Result calculated on a straight-line basis
between the threshold of 0.5 and thetargeted 1.5 points
 Change in average employee
engagement rate must exceed
1.5 points a year on a like-for-likeconsolidated basis over the 2020‑2022
period Result calculated on a straight-line basis
between the threshold of 0.1 and thetargeted 1.5 points

Operatingperformance Average annual growth in revenue,
excluding tires and distribution, must be
at least 8% over the 2019‑2020,
2020‑2021 and 2021-2022 periods
 Result calculated on a straight-line basis
between the threshold of 3% and thetargeted 8%
 Total consolidated ROCE (including
acquisitions, related goodwill andequity‑accounted companies) must be
at least 11% in 2022
 Result calculated on a straight-line basis
between the threshold of 10% and thetargeted 11%

TOTAL

50%

Given that the performance conditions were partially met, no more than 50% of the performance shares will vest.
Note that the vesting period will end in November 2024 (with no lock-up period) for all grantees.

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INVESTOR RELATIONS
Additional share information

FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 17, 2021 PERFORMANCE SHARE PLAN
FOR EMPLOYEES AND THE MANAGERS
Results
Criteria
Share priceperformance

2023 vs.
2020

Achievement
rate

30%

-4.6 points0% Michelin share price must outperformthe Stoxx Europe 600 index by at least
5 points, comparing the average closing
price in 2020 and in 2023
 Result calculated on a straight-line basis
between the threshold of 0 and thetargeted 5 points

Corporatesocialresponsibility
performance

Weighting

2021

2022

2023

Average20%

92.6 points

88.8 points

83.9 points

20%-2.0 points+2.8 points+1.0 point

0.6 point (1)

11.7%

15%

+7.7%

+22.0%

10%

13.2%

15%

15%

10.3%

10.8%

11.4%

 Industrial-Michelin Environmental
Performance – i-MEP(1) must be below
88 points in 2023
 Result calculated on a straight-line basis
between the threshold of 92 and thetargeted 88 points

20% Change in average employee
engagement rate must exceed 1 pointa year on a like‑for-like consolidated
basis over the 2021‑2023 period
 Result calculated on a straight-line basis
between the threshold of 0.0 and thetargeted 1.0 point
Operatingperformance Average annual growth in revenue,
excluding tires and distribution, must be
at least 8% over the 2020‑2021, 20212022 and 2022-2023 periods
 Result calculated on a straight-line basis
between the threshold of 3% and thetargeted 8%
 Total consolidated ROCE (including
acquisitions, related goodwill andequity‑accounted companies) must be
at least 11% in 2023
 Result calculated on a straight-line basis
between the threshold of 10% and thetargeted 11%

TOTAL

6

15%
62%

(1) Calculation based on unrounded figures

Given that the performance conditions were partially met, no more than 62% of the performance shares will vest.
Note that the vesting period will end in November 2025 (with no lock-up period) for all grantees.

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INVESTOR RELATIONS
Additional share information

INTERIM FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 17, 2022 PERFORMANCE SHARE PLAN
FOR EMPLOYEES AND THE MANAGERS
Interim results
Criteria
Share priceperformance

2023 vs. 2021

30%

-11.8 points

Michelin share price must outperform the Stoxx
Europe 600 index by at least 5 points, comparing the
average closing price in 2021 and in 2024
Result calculated on a straight-line basis between thethreshold of 0 and the targeted 5 points

Corporate social
responsibility
performance

Weighting

2022

2023

2024

20%

88.8 points

83.9 points-

20%+2.8 points (2)+1.0 point(2)-15%+22.0%

10%

-

15%

10.8%

11.4%

-

Industrial-Michelin Environmental Performance – i-MEP(1)must be below 83 points in 2024
Result calculated on a straight-line basis between thethreshold of 87 and the targeted 83 points
Change in average employee engagement rate must
exceed 1 point a year on a like-for-like consolidated
basis over the 2022-2024 period
Result calculated on a straight-line basis between thethreshold of 0.0 and the targeted 1.0 point

Operatingperformance

Average annual growth in revenue, excluding tires anddistribution, must exceed 10% over the 2021-2022,
2022-2023 and 2023-2024 periods
Result calculated on a straight-line basis between thethreshold of 5% and the targeted 10%
Total consolidated ROCE (including acquisitions, related
goodwill and equity-accounted companies) must exceed
11% in 2024
Result calculated on a straight-line basis between thethreshold of 10% and the targeted 11%(1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group’s financial statements.
(2) Calculation based on unrounded figures_492

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN6

INVESTOR RELATIONS
Additional share information

INTERIM FULFILLMENT OF PERFORMANCE CONDITIONS UNDER THE NOVEMBER 17, 2023 PERFORMANCE SHARE PLAN
FOR EMPLOYEES AND THE MANAGERS
Interim results
Criteria

Weighting2023 vs. 2022

30%

-7.8%

Michelin share price must outperform the Stoxx Europe
600 index by at least 5 points, comparing the averageclosing price in 2022 and in 2025
Share priceperformance

Result calculated on a straight-line basis between thethreshold of 0 and the targeted 5 points

2023

2024

2025

20%

83.9 points

-

-

20%

83.5%

-

-

15%

10%

-

-

15%

11.4%

-

-

Industrial-Michelin Environmental Performance – i-MEP(1)must be below 80 points in 2025
Result calculated on a straight-line basis between thethreshold of 86 and the targeted 80 points
The employee engagement rate must exceed 84.5% in
2025.

Corporate social
responsibility
performance

Result calculated on a pro rata basis between 83% and84.5%, capped at 16%
Result calculated on a pro rata basis between 83% and84.5%, capped at 20%
Average annual growth in revenue, excluding tires anddistribution, must exceed 12% over the 2022-2023,
2023‑2024 and 2024-2025 periods
Result calculated on a straight-line basis between thethreshold of 7% and the targeted 12%
Total consolidated ROCE (including acquisitions, related
goodwill and equity-accounted companies) must exceed
12% in 2025

Operatingperformance

Result calculated on a straight-line basis between thethreshold of 10% and the targeted 12%(1) Annual scope based on reported figures, including acquisitions from the fourth year of consolidation in the Group’s financial statements.

6● the ten employees other than Managers who were granted
the greatest number of share rights:

Performance shares vested and delivered
Note that during 2023:● the two Managers received 104,262 performance sharerights (one received 65,164 and the other received 39,098);●

received 151,090 performance share rights;●

received 61,052 fully vested performance shares.

● the two Managers did not receive any fully vested shares;
Clermont-Ferrand, February 9, 2024
Florent Menegaux
Managing Chairman

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INVESTOR RELATIONS
Additional share information

6.5.5 Employee share ownershipMichelin regularly offers employees opportunities to purchaseshares of Company stock on preferential terms through recurring
employee share ownership plans.

For more than 20 years, the Group has regularly offeredemployees the opportunity, during a defined period, to invest in
Company stock on preferential terms.

For the Group, increasing the percentage of capital held byemployees is a core process, which helps to strengthen theunique, business-critical role that everyone plays in realizing
Michelin’s strategic vision.

Share ownership is a strong indicator of employee confidence in
the Group’s future and strategy, as well as a real-world illustrationof the “I am Michelin” transformation program.

By becoming shareholders, employees can directly contribute toand share in the value created by their Company, which iscommitted to ensuring the fair distribution of the value-added
generated by its operations.

As of year-end, around 72,000 active employees worldwide wereMichelin shareholders, representing an aggregate 2.10% of theGroup’s issued capital and more than half of the global workforce– a compelling demonstration of employee engagement in the
Company.

6.5.6 Information concerning a share buyback program
currently in effect
The following information includes the disclosures reported in the Managing Chairman’s Report in compliance with Article L. 225-211 of
the French Commercial Code.

6.5.6 a)Authorizations granted to the Managers

At the Annual Shareholders Meeting of May 13, 2022,
shareholders granted the Managers an 18-month authorization
to buy or sell shares of Company stock, as part of a new sharebuyback program. The Company was authorized to buy back up
to 10% of total shares outstanding, at a maximum purchase priceof €220 per share (equivalent to €55 after the four-for-one stock
split on June 16, 2022), with the requirement that it not holdmore than 10% of its own share capital at any time.
The authorization was used in 2022 (please refer tosection 6.5.6 b) of the 2022 Universal Registration Document).
At the May 12, 2023 Annual Shareholders Meeting, shareholders
granted the Chief Executive Officer a new authorization, valid for6.5.6 b)18 months or until replaced, to buy or sell shares of Company
stock, under the same terms and conditions as the previous
authorization, at a maximum purchase price of €55. From its
entry into force this authorization has superseded the previous
authorization.
At the Annual Shareholders Meeting on May 17, 2024,
shareholders will be asked to authorize the Managers to buy orsell shares of Company stock as part of a new buyback program,the terms and conditions of which are described below insection 6.5.7 “Description of the share buyback programsubmitted for shareholder approval at the Annual Shareholders
Meeting of May 17, 2024”.

Transactions in the Company’s shares in 2023

The following transactions were carried out under the sharebuyback program authorized by shareholders at the
May 13, 2022 Annual Meeting (for 34,529 shares).

At December 31, 2023, a total of 34,529 shares had been boughtback by the Company during the year, of which 34,368 were
attributed to the Bib’Action employee share ownership plan.

While the Company held no shares in treasury at January 1, 2023,
it held 161 such shares at December 31, 2023.

The shares were bought back at a unit price of €29.46, comparedwith an average daily closing price of €28.87 for 2023.

6.5.6 c)Purpose of shares held in treasury at December 31, 2023

The Company held 161 shares in treasury at December 31, 2023.

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INVESTOR RELATIONS
Additional share information

6.5.6 d)Market value of treasury shares at December 31, 2023

161 shares were held as of December 31, 2023.
Treasury shares bought backand sold during the year
Buybacks

Sales/transfer

Number of shares

34,52934,368Average transaction price per share (in €)

29.46

0

N/A

N/A

1,021,643

0Average exercise priceTotal cost of transactions (in €)Derivative instruments were not used to buy back shares. The Company did not have any open buy or open sell positions in its own
stock at December 31, 2023.

6.5.7 Description of the share buyback program submitted
for shareholder approval at the Annual Shareholders
Meeting of May 17, 2024
The following description has been prepared in accordance with Articles 241-1 et seq. of the General Regulations of the French
securities regulator (AMF) and with European Commission regulations.

Date of the Annual Shareholders Meeting at which
the share buyback program is submitted for approval
May 17, 2024.

Purposes of the new share buyback program
The objectives of the share buyback program are as follows:● to purchase shares for sale or allocation to employees ofGroup companies in accordance with the conditions set
down by law, including (i) on exercise of stock options,(ii) under performance share plans and (iii) by way of transfer
and/or employer matching contributions, directly or
indirectly, in connection with employee rights issues;● to maintain a liquid market for the Company’s sharesthrough a liquidity contract with an independent investment
services provider, using the market practices authorized by
the AMF on July 2, 2018;● to purchase shares for allocation on exercise of rights
attached to securities redeemable, convertible, exchangeable
or otherwise exercisable for shares of the Company;● to purchase shares to be held and subsequently sold,exchanged or otherwise transferred in connection withexternal growth transactions. The maximum number ofshares purchased for the purpose of being held andsubsequently sold or exchanged in connection with amerger, de-merger or asset contribution shall not exceed 5%(five percent) of the Company’s share capital;● to implement any other market practices that may be
authorized in the future;● toacquiresharesforcancellation
shareholder‑approved capital reduction.

underMaximum percentage of issued capital, maximum
number and characteristics of the shares the Company
proposes to buy back and maximum purchase price
The Company would be authorized to buy back up to 10% of thetotal shares outstanding, i.e., 71,495,822 shares at the date of thisreport. Based on the maximum purchase price of €55.00 per
share, this would correspond to a maximum theoretical amountof €3,932,270,210.
In accordance with the law, when shares are bought back for thesecond purpose listed above, the number of shares used to
calculate the 10% limit is the number bought back less thenumber sold during the course of the program.

6

Pursuant to Article L. 22-10-62 et seq. and L. 225-210 et seq. of theFrench Commercial Code, the total value of shares held intreasury may not exceed the amount of available reserves (otherthan the legal reserve) recorded in the Company’s balance sheet
at December 31, 2022.

Duration of the share buyback program
Subject to shareholder approval, the shares may be bought backat any time during the 18 months from the May 17, 2024
Annual Shareholders Meeting, i.e., until the close of trading on
November 17, 2025.
Effective as from the Annual Shareholders Meeting of
May 17, 2024, this authorization would replace the similarauthorization granted by shareholders at the Annual
Shareholders Meeting of May 12, 2023.

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Annual Shareholders
Meeting of May 17, 2024

7.1

REPORT OF THE MANAGING CHAIRMAN AND PROPOSED RESOLUTIONS
7.1.1 Ordinary resolutions (1st to 16th resolutions)7.1.2 Extraordinary resolutions (17th to 27th resolutions)

7.2

REPORT OF THE SUPERVISORY BOARD: RECOMMENDATIONSCONCERNING THE VOTES ON THE PROPOSED RESOLUTIONSElection and re-election of Supervisory Board members (12th to 14th resolutions)Appointment of Statutory Auditors responsible for certifying the Company's sustainability information(15th and 16th resolutions)
Approval of the compensation of the corporate officers (6th to 11th resolutions)
Approval of the financial statements, related-party agreements and financial authorizations(1st to 5th and 17th to 27th resolutions)

7.2.1
7.2.2
7.2.3
7.2.4
7.3

STATUTORY AUDITORS’ REPORTS
7.3.1 Statutory Auditors’ report on the issue of shares and/or various securities, with or without pre-emptive
subscription rights
7.3.2 Statutory Auditors’ report on the rights issue reserved for members of a Group employee shareholder plan
7.3.3 Statutory Auditors' report on the share capital decrease
7.3.4 Other Statutory Auditors’ reports

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498
498
505
518
518
523
524
524
525
525
527
528
528

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

7.1

REPORT OF THE MANAGING CHAIRMAN
AND PROPOSED RESOLUTIONS

Ongoing dialogue between shareholders and issuers, both
before and after Annual Shareholders Meetings, is essential toenable shareholders to effectively exercise their role, and forcompanies to enhance their communications.
One of the ways that companies can ensure the effectiveness ofsuch dialogue is by making efforts to clearly communicate thecontent, rationale and import of the resolutions submitted forshareholder approval.

The resolutions set in blue type below are the resolutions
proposed by the Company that will be included in the Notice ofMeeting published in the Bulletin des annonces légales obligatoires.
Each shareholder will also be sent a copy of the Notice of Meeting
within the period prescribed by law.

7.1.1 Ordinary resolutions (1st to 16th resolutions)
1st and 2nd resolutions
Approval of the Company’s financial statements for the year ended December 31, 2023
Appropriation of net income for the year ended December 31, 2023 and approvalof the recommended dividend
The 1st and 2nd resolutions concern the approval of theCompany’s 2023 financial statements and appropriation of net
income for the year.
Shareholders are invited to approve the transactions reflected in
the Company’s income statement and balance sheet, aspresented, and to appropriate net income for the year whichamounts to €272,053,028.25.
After deducting €3,300,000.00 attributable to the General
Partners in accordance with the Bylaws, the balance of€268,753,028.25 plus €1,885,644,772.78 in retained earnings
brought forward from prior years represents a total of€2,154,397,801.03 available for distribution to shareholders.
We are recommending paying a dividend of €1.35 per share in
respect of 2023.

The ex-dividend date will be May 22, 2024.
The dividend will be paid as from May 24, 2024.
If the ninth resolution (Approval of the components of thecompensation paid or awarded to Florent Menegaux for the year
ended December 31, 2023) is not approved by this Shareholders
Meeting, the amount attributable to the General Partners
referred to above shall be added to the amount available for
distribution, as provided for in Article 12.1 of the Bylaws, and shallbe appropriated to retained earnings, which will be increased to€1,192,504,413.28.
If the Company holds any of its own shares on the dividend
payment date, the distributable profit corresponding to theunpaid dividend on said shares shall be appropriated to retained
earnings.

In order to qualify for the dividend payment, beneficiaries must
be shareholders of record at midnight (CEST) on May 23, 2024
(the record date).

First resolution(Approval of the Company’s financial statements for the year ended December 31, 2023)
Having considered the reports of the Managing Chairman,
the Statutory Auditors and the Supervisory Board, the Ordinary
Shareholders Meeting approves the Company’s financial
statements for the year ended December 31, 2023 which show
net income for the period of €272,053,028.25.

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The Ordinary Shareholders Meeting also approves thetransactions reflected in these financial statements and referred
to in these reports, including those relating to the various
provision accounts.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

Second resolution(Appropriation of net income for the year ended December 31, 2023 and approval of the recommended dividend)
On the recommendation of the Managing Chairman (asapproved by the Supervisory Board), the Ordinary Shareholders
Meeting notes that the total amount available for distribution is
as follows:● net income for the year:€272,053,028.25;● share of profits attributed to theGeneral Partners in accordance with
the Bylaws:€3,300,000.00;● balance:€268,753,028.25;● plus retained earnings brought
forward from prior years:€1,885,644,772.78;● represents a distributable amount of:€2,154,397,801.03.

And resolves:● to pay an aggregate dividend of:● representing:● to appropriate the balance of€965,193,387.75€1.35 per share€1,189,204,413.28

The dividend will be paid as from May 24, 2024.
If the ninth resolution (Approval of the components of thecompensation paid or awarded to Florent Menegaux for the year
ended December 31, 2023) is not approved by this Shareholders
Meeting, the amount attributable to the General Partners
referred to above shall be added to the amount available for
distribution, as provided for in Article 12.1 of the Bylaws, and shallbe appropriated to retained earnings, which will be increased to€1,192,504,413.28.
If the Company holds any of its own shares on the dividend
payment date, the distributable profit corresponding to theunpaid dividend on said shares shall be appropriated to retained
earnings.

For individual shareholders domiciled in France for tax purposes,
the tax treatment of the dividend will be as follows:● in application of Article 200-A of the French General Tax
Code (Code général des impôts), dividends paid to individual
shareholders domiciled in France for tax purposes are
subject to a 30% (thirty percent) flat tax comprising 12.8%(twelve point eight percent) for income tax and 17.2%(seventeen point two percent) for social security
contributions. This flat tax does not discharge theindividual from other tax liabilities;● the 12.8% flat tax will be applied automatically unless the
taxpayer makes an irrevocable election to pay income tax
at the graduated rate on all dividend income. The election
must be made each year, when the taxpayer’s personal
income tax return is filed;● the two-step method of paying tax on dividends ismaintained.
In accordance with Article 119 bis of the French General Tax
Code, dividends paid to shareholders not domiciled in France fortax purposes are subject to withholding tax at the rate applicableto the country in which the shareholder is domiciled.
As required under Article 243 bis of the French General Tax Code,shareholders note that dividends paid for the past three years
were as follows:
Total dividend payout(in €)

Dividend per share(in €)(2)

2020(1)

410,182,197.80

2.30

2021

803,387,025.00

4.50

2022

892,646,767.50

1.25

Year
(1)

(1) Paid on shares with a par value of €2, before the four-for-one stock-split
in June 2022.
(2) The full amount of the dividend was eligible for the 40% tax allowance
provided for in Article 158-3-2° of the French General Tax Code.

3rd resolution

7

Approval of the consolidated financial statements for the year ended December 31, 2023
The purpose of the 3rd resolution is to approve the consolidated
financial statements for the year ended December 31, 2023,
which show net income for the period of €1,982,603 thousand.

The 2023 Universal Registration Document, which can be
downloaded from Michelin’s website (www.michelin.com),contains an analysis of the consolidated financial statements andyear-on-year changes.

Third resolution(Approval of the consolidated financial statements for the year ended December 31, 2023)
Having considered the reports of the Managing Chairman, the Statutory Auditors and the Supervisory Board, the Ordinary Shareholders
Meeting approves the consolidated financial statements for the year ended December 31, 2023, which show net income for the periodof €1,982,603 thousand.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

4th resolution
Related-party agreements
As no related-party agreements were entered into during 2023, shareholders are invited to place on record that there are no suchagreements to approve.
In addition, no related-party agreements approved in previous years remained in force during 2023.

Fourth resolution(Related-party agreements)
Having considered the Statutory Auditors’ special report on related-party agreements governed by Article L. 226-10 of the French
Commercial Code (Code de commerce), the Ordinary Shareholders Meeting approves said report and places on record that no suchagreements requiring shareholder approval were entered into or were in force in 2023.

5th resolution
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 €55
In the 5th resolution, shareholders are invited to renew theauthorization granted to the Company to buy back its own shares
over a period of 18 months. The maximum purchase price pershare under this authorization would be €55 and the maximum
number of shares purchased would not exceed 10% of the total
shares outstanding at the time of the transaction(s).
This authorization is in line with the authorizations given for thesame purpose by the Annual Shareholders Meetings of
May 13, 2022 and May 12, 2023.

During 2023, the Company used the authorization of
May 13, 2022(1) to buy back 34,629 shares. For details of thebuybacks, see section 6.5.6 b of the 2023 Universal Registration
Document.
The proposed authorization could not be used during a public
offer period.

Fifth resolution(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 priceper share of €55)
Having considered the reports of the Managing Chairman and
the Supervisory Board, as well as the description of the sharebuyback program drawn up in accordance with the requirementsof the General Regulations of the French securities regulator(Autorité des marchés financiers – AMF), the Ordinary Shareholders
Meeting authorizes the Managers, or either of them, in
accordance with Articles L. 22-10-62 et seq. and L. 225‑210 et seq.
of the French Commercial Code, to put in place a program for theCompany to buy back its own shares at a maximum purchaseprice per share of €55 (fifty-five euros).

Based on the share capital at December 31, 2023, themaximum amount invested in the program would not exceed€3,932,270,210 (three billion, nine hundred and thirty-two
million, two hundred and seventy thousand, two hundred andten euros), corresponding to 10% (ten percent) of theCompany’s share capital, or 71,495,822 (seventy-one million,
four hundred and ninety-five thousand, eight hundred andtwenty-two) shares purchased at the maximum price of€55 (fifty-five euros) per share.

In the event of any corporate actions, such as a bonus shareissue paid up by capitalizing reserves or a stock split or reverse
stock split, the above maximum purchase price will be adjusted
accordingly.

● to purchase shares for sale or allocation to employees ofGroup companies in accordance with the conditions set
down by law, including (i) on exercise of stock options,(ii) under performance share plans and (iii) by way of transfer
and/or employer matching contributions, directly or
indirectly, in connection with employee rights issues;

The number of shares that may be bought back under thisauthorization may not represent more than 10% (ten percent) of
the total shares outstanding at the time of each transaction. The
total number of shares that may be purchased for the purpose ofmaintaining a liquid market, as set out below, will be calculated
after deducting the number of shares sold over the duration of
the share buyback program. In addition, the Company may nothold more than 10% (ten percent) of its own share capital at
any time.

The objectives of the share buyback program are as follows:● to maintain a liquid market for the Company’s sharesthrough a liquidity contract with an independent investment
services provider, using the market practices authorized by
the AMF on June 22, 2021;(1) The authorization given by the Annual Shareholders Meeting of May 12, 2023 has not been used.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions● to purchase shares for allocation on exercise of rights
attached to securities redeemable, convertible, exchangeable
or otherwise exercisable for shares of the Company;● to purchase shares to be held and subsequently sold,exchanged or otherwise transferred in connection withexternal growth transactions. The maximum number ofshares purchased for the purpose of being held andsubsequently sold or exchanged in connection with amerger, de-merger or asset contribution shall not exceed 5%(five percent) of the Company’s share capital;● to implement any other market practices that may be
authorized in the future;● to acquire shares for cancellation under a shareholderapproved capital reduction.
The purchase, sale or transfer of shares may be effected at any
time, except during a public offer period, and by any method,on the basis and within the limits prescribed by the laws andregulations in force on the transaction date(s), via regulated
markets, multilateral trading facilities, systematic internalizers orover-the-counter, including through (i) block purchases or sales,(ii) public offers of purchase or exchange, (iii) the use of options
or other forward financial instruments traded via regulated
markets, multilateral trading facilities, systematic internalizers orover-the-counter, or (iv) the allocation of shares on conversion,
redemption, exchange or exercise of securities carrying rights to
the Company’s shares or by any other means, either directly or
via an investment services provider. The entire buyback
program may be implemented through a block trade.
The Managers, or either of them, shall have full powers – which
may be delegated – to (i) place buy and sell orders, (ii) enter into
any and all agreements, (iii) make any and all filings, (iv) carry out
all other formalities, (v) allocate or reallocate the purchased
shares to any of the various purposes of the program and(vi) generally, do everything necessary to carry out the sharebuyback program.
This authorization shall be valid for a period of 18 months fromthe date of this Meeting.

6th and 7th resolutions
Compensation Policy for the Managers and the Supervisory Board members
Since 2014, the compensation awarded to the Managers and the
Chair of the Supervisory Board has been submitted to theshareholders at the Annual Meeting and, since 2020, according
to the method and on the basis specified in the PACTE Act thatcame into force that year.
The General Partners and the Supervisory Board, based on therecommendation of its Compensation and Appointments
Committee, will ask the Annual Shareholders Meeting of

May 17, 2024 to approve the 2024 Compensation Policy
applicable to (i) the Managers and (ii) the Supervisory Board.
The 2024 Compensation Policy is described in the Corporate
Governance Report presented in section 3.3 of the2023 Universal Registration Document.
The Compensation Policy applicable to the Managers and theSupervisory Board is determined and revised in accordance withthe relevant laws and regulations.

Sixth resolution(Approval of the Compensation Policy applicable to the Managers)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-76 II of theFrench Commercial Code, approves the Compensation Policy

applicable to the Managers, as presented in the Corporate
Governance Report set out in sections 3.3.1 and 3.3.2 of theCompany’s 2023 Universal Registration Document.

Seventh resolution(Approval of the Compensation Policy applicable to members of the Supervisory Board)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-76 II of theFrench Commercial Code, approves the Compensation Policy

7

applicable to the members of the Supervisory Board, aspresented in the Corporate Governance Report set out insections 3.3.1 and 3.3.3 of the Company’s 2023 Universal
Registration Document.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

8th to 11th resolutions
Information about the compensation packages of the corporate officers and about the individualcompensation paid or awarded to the Managers and the Chair of the Supervisory Board in 2023
In accordance with the applicable laws and regulations, at theAnnual Shareholders Meeting, the General Partners and theSupervisory Board are submitting to the Ordinary Shareholders
Meeting the required disclosures concerning the compensation
paid or awarded in 2023 to the Managers and the Supervisory
Board.
In 2024, the General Partners and the Supervisory Board aresubmitting to the Annual Shareholders Meeting for approval:● information about the components of the compensation
paid or awarded to the corporate officers for 2023
(8th resolution);● components of the individual compensation paid or awarded
to the Managers and the Chair of the Supervisory Board in
2023, in respect of their service during the year, i.e., to:●●●Florent Menegaux, General
Chairman (9th resolution),

PartnerandManaging

Yves Chapot, General Manager (10th resolution),
Barbara Dalibard, Chair of the Supervisory Board(11th resolution).

These compensation components were determined inaccordance with the principles described in the2023 Compensation Policy(1) presented and approved at theAnnual Shareholders Meeting of May 12, 2023.

Eighth resolution(Approval of the disclosures concerning the compensation packages of the corporate officers)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 I of theFrench Commercial Code, approves the disclosures mentioned

in Article L. 22-10-9 I of the Code, as presented in the Corporate
Governance Report set out in sections 3.4.1 to 3.4.5 of theCompany’s 2023 Universal Registration Document.

Ninth resolution(Approval of the components of the compensation paid or awarded to Florent Menegaux for the year ended December 31, 2023)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended

December 31, 2023 or awarded in respect of that year to
Florent Menegaux, Managing General Partner and Managing
Chairman, as presented in the Corporate Governance Report set
out in section 3.5.2 of the Company’s 2023 Universal
Registration Document.

Tenth resolution(Approval of the components of the compensation paid or awarded to Yves Chapot for the year ended December 31, 2023)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended
December 31, 2023 or awarded in respect of that year toYves Chapot, General Manager, as set out in section 3.5.3 of theCompany’s 2023 Universal Registration Document.

Eleventh resolution(Approval of the components of the compensation paid or awarded to Barbara Dalibard for the year ended December 31, 2023)
Having noted the agreement of the General Partners andconsidered the report of the Supervisory Board, the Annual
Shareholders Meeting, in application of Article L. 22-10-77 II of theFrench Commercial Code, approves the fixed, variable andexceptional compensation making up the total compensationand fringe benefits paid during the year ended
December 31, 2023 or awarded in respect of that year toBarbara Dalibard, Chair of the Supervisory Board, as set out insection 3.5.1 of the Company’s 2023 Universal Registration
Document.

(1) See section 3.3 of the 2022 Universal Registration Document, pages 106 et seq.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

12th to 14th resolutions
Terms of office of Supervisory Board members
The 12th, 13th and 14th resolutions concern the election and re‑election of Supervisory Board members.

Michelin’s Supervisory Board plays a vital role for the GroupThe current members of Michelin’s Supervisory Board are
Barbara Dalibard, Aruna Jayanthi, Anne-Sophie de La Bigne,
Monique Leroux, Delphine Roussy, Jean-Pierre Duprieu, Patrickde La Chevardière, Jean-Christophe Laourde, Thierry Le Hénaff,
Wolf-Henning Scheider and Jean-Michel Severino.
The members elected by the Annual Shareholders Meeting all
have very solid business experience acquired through working
with leading corporations, as well as a good knowledge of theCompany.

The members of the Supervisory Board actively participate in andcontribute to the work of both the Board and its Committees, as
illustrated by the 100% overall attendance rate for meetings heldin 2023.
The Supervisory Board members perform their duties with total
freedom of judgment.
A summary of the work carried out by the Supervisory Board in
2023 is included in section 3.2 of the Corporate Governance
Report presented in the 2023 Universal Registration Document.

Michelin’s General Partners do not take part in the election or re-election of Supervisory Board members
Compagnie Générale des Établissements Michelin is a société encommandite par actions (partnership limited by shares) and assuch its Supervisory Board is entirely made up of non-executive
members (89% of whom are independent) who represent
the shareholders.
With a view to clearly separating management and supervisory
powers, no General Partner may play a role in the nomination
process – neither the Managing General Partner (who serves inan executive capacity), nor the Non-Managing General Partner,
SAGES (which is responsible for ensuring the Company’s
continuity of leadership).

The General Partners may not be involved in decisions torecommend candidates for election to the Supervisory Board at
Shareholders Meetings.
Likewise, in accordance with the law and the Company’s Bylaws,
the General Partners may not take part in any votes cast at
Shareholders Meetings concerning the election or re-election ofSupervisory Board members and their shares are not included in
the quorum for the related resolutions.

The Supervisory Board is recommending that shareholders re-elect one Supervisory Board member andelect two new members
The Supervisory Board unanimously decided (with the interested
party abstaining) to recommend and to ask the Managing
Chairman to propose to the Shareholders Meeting there‑election of Patrick de La Chevardière (12th resolution) and, inlight of the decision by Jean-Pierre Duprieu and Anne-Sophie de
La Bigne to step down from the Board when their terms expire,the election of Catherine Soubie and Pascal Vinet to replace themas members of the Board (13th and 14th resolutions respectively).

The candidate review and selection process, the criteria appliedby the Compensation and Appointments Committee and apresentation of the candidates are set out in the report of theSupervisory Board on the proposed resolutions for election (seethe Notice of Meeting for the May 17, 2024 Annual Shareholders
Meeting and section 7.2.1 of the 2023 Universal Registration
Document).

Twelfth resolution(Re-election of Patrick de La Chevardière as a member of the Supervisory Board)
Having considered the reports of the Managing Chairman
and the Supervisory Board, the Ordinary Shareholders
Meeting re‑elects Patrick de La Chevardière as a member of
the Supervisory Board for a four‑year term expiring at the7close of the Annual Shareholders Meeting to be called toapprove the financial statements for the year ending
December 31, 2027.

Thirteenth resolution(Election of Catherine Soubie as a member of the Supervisory Board)
Having considered the reports of the Managing Chairman and
the Supervisory Board, the Ordinary Shareholders Meeting elects
Catherine Soubie as a member of the Supervisory Board for a

four-year term expiring at the close of the Annual Shareholders
Meeting to be called to approve the financial statements for theyear ending December 31, 2027.

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Fourteenth resolution(Election of Pascal Vinet as a member of the Supervisory Board)
Having considered the reports of the Managing Chairman and
the Supervisory Board, the Ordinary Shareholders Meeting elects
Pascal Vinet as a member of the Supervisory Board for afour‑year term expiring at the close of the Annual Shareholders
Meeting to be called to approve the financial statements for theyear ending December 31, 2027.

15th and 16th resolutions
Appointment of Statutory Auditors responsible for certifying the Company's sustainability information
The purpose of the 15th and 16th resolutions is to appoint
Statutory Auditors with responsibility for certifying the Company’ssustainability information.
Government Order 2023-1142 of December 6, 2023, applicableas from the 2024 fiscal year, introduced into French law the newEuropean regulations stemming from Directive 2022/2464(1)requiring companies to publish sustainability information(Corporate Sustainability Reporting Directive – CSRD). The
Supervisory Board, in consultation with the Group, has therefore
addressed the issue of appointing one or more independent
third-party organizations or Statutory Auditors to certify thisinformation.
Having considered the Group's needs, the Supervisory Board
decided, on the recommendation of its Audit Committee, topropose to the Annual Shareholders Meeting of May 17, 2024,
the appointment of PricewaterhouseCoopers Audit and Deloitte& Associés as Statutory Auditors responsible for certifying theCompany’s sustainability information. They would be appointed
for the remainder of their term as Statutory Auditors responsible
for certifying the financial statements, which expires at the closeof the Annual Shareholders Meeting to be called to approve the2027 financial statements. This means that their period of
responsibility for certifying the sustainability information will
coincide with their period of responsibility for certifying thefinancial statements.

● the quality of their audit work on the financial statements;
and● the benefits of further improving the consistency between
financial and sustainability information, as required by the
CSRD.
In accordance with Article L.821-26 of the French Commercial
Code, the certification engagement will be carried out on behalfof PricewaterhouseCoopers Audit and Deloitte & Associés by oneof their partners, shareholders or managers whose name isincluded on the Haute autorité de l’audit’s register of Statutory
Auditors authorized to carry out engagements to certify
sustainability information.
The General Partners do not take part in the process to appoint
or re-appoint the Statutory Auditors.
In arriving at its recommendation, the Audit Committee was not
influenced by any third party and no contractual clauses exist thatwould have restricted its choice.
The process for selecting the Statutory Auditors responsible forcertifying the sustainability information and the organization of
the process for monitoring this information are presented in
the report of the Supervisory Board on the proposed
resolutions (see the Notice of Meeting for the May 17, 2024
Annual Shareholders Meeting and section 7.2.2 of the 2023
Universal Registration Document).

This proposal takes into account:● the two firms’ geographical coverage;● their understanding of the Group's challenges and processes;

Fifteenth resolution(Appointment of PricewaterhouseCoopers Audit as Statutory Auditor responsible for certifying sustainability information)
Having considered the report of the Supervisory Board, theOrdinary Shareholders Meeting resolves, in accordance with
Articles L. 821-40 et seq. of the French Commercial Code, toappoint PricewaterhouseCoopers Audit as Statutory Auditor
responsible for certifying sustainability information.

As an exception to Article L. 821-44 of the French Commercial
Code and in accordance with Article 38 of Government
Order 2023‑1142 of December 6, 2023 relating to the publicationand certification of sustainability information and theenvironmental, social and governance obligations of commercial
companies, said appointment shall be for a period four fiscal
years, expiring at the close of the Annual Shareholders Meeting
to be called to approve the 2027 financial statements.

(1) Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) 537/2014 and Directives 2004/109/EC, 2006/43/EC and2013/34/EU concerning corporate sustainability reporting.

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Sixteenth resolution(Appointment of Deloitte & Associés as Statutory Auditor responsible for certifying sustainability information)
Having considered the report of the Supervisory Board, theOrdinary Shareholders Meeting resolves, in accordance with
Articles L. 821-40 et seq. of the French Commercial Code, toappoint Deloitte & Associés as Statutory Auditor responsible forcertifying sustainability information.
As an exception to Article L. 821-44 of the French Commercial
Code and in accordance with Article 38 of Government

Order 2023‑1142 of December 6, 2023 relating to the publicationand certification of sustainability information and theenvironmental, social and governance obligations of commercial
companies, said appointment shall be for a period four fiscal
years, expiring at the close of the Annual Shareholders Meeting
to be called to approve the 2027 financial statements.

7.1.2 Extraordinary resolutions(17th to 27th resolutions)
The 17th to 26th resolutions concern authorizations for theManagers to make certain decisions to issue shares andsecurities carrying rights to shares. The purpose of these financial
authorizations is to give the Company the necessary flexibility tochoose the type and timing of the issues, based on the
Company’s needs, the conditions prevailing in the French orinternational markets and the opportunities arising in thosemarkets.
The resolutions fall into two main categories: issues with
pre‑emptive subscription rights and issues without pre-emptive
subscription rights.
In the case of a share issue, shareholders automatically have a
pre-emptive subscription right, exercisable pro rata to theirinterest in the Company’s capital during a period of at least five
trading days from the opening of the subscription period. These
pre-emptive subscription rights are detachable and negotiable.
For some of the financial resolutions, the Managers are seeking
an authorization to cancel these pre-emptive subscription rights
to enable them to decide to issue certain types of securities,
notably when speed is of the essence to place the securities on
the best possible terms.

The authorizations sought by the Managers are in line withstandard practice in France.
These authorizations would be given for a fixed period and would
be subject to monetary ceilings, beyond which any further shareissues would have to be authorized by a new extraordinary
shareholder resolution. The main ceilings are as follows:● a blanket ceiling of €125 million (excluding premiums), i.e.,less than 35% of the Company’s share capital at
December 31, 2023, that is common to all issues of shares
and/or securities carrying rights to shares; and● a sub-ceiling of €35 million (excluding premiums), i.e., lessthan 10% of the Company’s share capital at
December 31, 2023, that is common to all issues of shares
and/or securities carrying rights to shares without preemptive subscription rights.
In addition to these limits, the 19th to 23rd resolutions could not
be used in the event of a public offer made by a third party for
the Company’s shares.
The financial authorizations given in resolutions 19 to 25 and 27of the Shareholders’ Meeting of May 13, 2022 have not beenused.
The 27th resolution concerns powers to carry out formalities.

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17th resolution
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
In the 17th resolution, shareholders are invited to authorize theManagers to increase the Company’s capital by issuing ordinary
shares and/or other equity securities carrying rights to other
equity securities, or other securities carrying rights to shares, withpre-emptive subscription rights for existing shareholders. Notethat the authorization could not be used during a public offer
period.
The aggregate par value of shares issued under thisauthorization
would
not
exceed€125,000,000.00(one hundred twenty-five million euros), representing less than
35% of the Company’s current share capital, and theaggregate nominal value of debt securities issued withimmediate or deferred rights to shares would be capped at€2,500,000,000.00 (two billion five hundred million euros).
This new resolution renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (19th resolution), which
has not been used.
The blanket ceiling on the issuance of shares, other equity
securities or other securities carrying rights to shares, with orwithout pre-emptive subscription rights, is set in the
25th resolution.

Seventeenth resolution(Authorization for the Managers, or either of them, to issue shares and/or equity securities carrying rights to other equity securities and/or othersecurities carrying rights to shares, with pre-emptive subscription rights for existing shareholders)
Having considered the Managing Chairman’s report, the Statutory
Auditors’ special report and the report of the Supervisory Board,and having noted the approval of both of the General Partners,
the Extraordinary Shareholders Meeting resolves, in accordancewith Articles L. 225-129 et seq. of the French Commercial Code –notably Article L. 225-129-2 and Articles L. 22-10-49 andL. 228-91 et seq.:● to authorize the Managers, or either of them, to decide,
except during a public offer period, to carry out one orseveral issues of shares of the Company and/or equity
securities carrying rights to other equity securities and/or
other securities carrying rights to shares with pre-emptive
subscription rights. The issues may be carried out inFrance or abroad, be denominated in euros or foreign
currency, and be paid up in cash or by capitalizing certain
liquid and callable debts, or, in whole or in part, bycapitalizing reserves, net income or additional paid-in
capital;●●●● that:●_506

the aggregate par value of the shares issued under thisauthorization, either immediately or on conversion,exchange, redemption or exercise of securities carrying
rights to shares, shall not exceed €125,000,000.00(one hundred twenty-five million euros), representing
less than 35% (thirty-five percent) of the Company’s
current share capital. This ceiling shall not include thepar value of any additional shares to be issued inaccordance with the applicable laws, regulations, orcontractual provisions in order to protect the rights ofexisting holders of securities carrying rights to shares orof other rights to the Company’s shares;●

the securities carrying rights to shares to be issued
under this authorization may notably consist of equity
securities and/or debt securities or equity- or debtlinked securities or securities allowing the issue ofintermediate debt securities. They may take the form of
dated or undated, subordinated or unsubordinatednotes. However, this authorization may not be used toissue preference shares or securities with immediate ordeferred rights to preference shares;
the aggregate nominal amount of debt securities
carrying rights to shares issued under this authorization
shall not exceed €2,500,000,000.00 (two billion five
hundred million euros) or the equivalent at the issue
date in a foreign currency;
shareholders shall have a pre-emptive right tosubscribe the securities and/or debt securities issued
under this authorization, pro rata to their existing
shareholdings. The Managers, or either of them, mayalso give shareholders a pre-emptive right to subscribe
any shares and/or securities not taken up by othershareholders. In this case, if the issue is oversubscribed,
this secondary pre-emptive right will also be
exercisable pro rata to the existing shareholdings of theshareholders concerned;
if the entire issue is not taken up by shareholders
exercising their pre-emptive rights, the Managers, oreither of them, may take one or more of the following
courses of action, in the order of their choice: (i) limit
the amount of the issue to the subscriptions received,
provided that at least three-quarters of the issue istaken up, (ii) freely allocate all or some of theunsubscribed securities among the investors of its
choice, or (iii) offer them for subscription by the publicin the French market and/or a foreign market and/or
the international market;

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that for any issues of stock warrants, the Managers, oreither of them, shall have the authority to determine
the number and characteristics of the warrants and to
decide, at their discretion and on the terms andconditions that they shall determine, that the warrants
may be redeemable or callable, or that they shall beallocated without consideration to shareholders pro
rata to their interests in the Company’s capital;
the Managers, or either of them, shall have full powers –which may be delegated in accordance with theapplicable laws and regulations – to use thisauthorization, including to (i) set the characteristics,
amount(s), timing, price(s) and other terms andconditions of the issue(s), which may be carried out on
one or more occasions in France and/or abroad and/orin the international market, (ii) suspend any issue(s)where appropriate, (iii) determine the issue date(s),subscription period(s) and cum-rights date(s), as well as
the method and timeframe for paying up the shares,(iv) apply for the listing of the new shares on themarkets of their choice, (v) place on record the amountof the capital increase(s) resulting from the shareissues, (vi) carry out – directly or through a
representative – all operations and formalities related
to the capital increase(s) and, at their discretion, enter
into any and all agreements for the purpose ofcompleting the issue(s), and (vii) charge the costs of thecapital increase(s) against the related premiums anddeduct from the premiums the amounts necessary toincrease the legal reserve to 10% (ten percent) of the
new capital after each issue.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

18th resolution
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 notgoverned by Article L. 411-2, paragraph 1, of the French Monetary and Financial Code, without
pre‑emptive subscription rights for existing shareholders
The 18th resolution concerns the issuance of ordinary shares and/or equity securities carrying rights to other equity securities and/or other securities carrying rights to shares without pre-emptive
subscription rights for existing shareholders. Note that theauthorization could not be used during a public offer period.
In all cases, the issue price of the shares would be at least equal
to the weighted average price quoted for the Company’s shares
over the last three trading sessions preceding the opening of theoffer period, less a discount of no more than 10% (ten percent).

This resolution renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (20th resolution), which
has not been used.
The blanket ceiling on issues of shares and equity securities orother securities carrying rights to shares, with or without
pre‑emptive subscription rights, is set in the 25th resolution.

The aggregate par value of shares issued under
this authorization would not exceed €35,000,000.00(thirty-five million euros), representing less than 10% of thecurrent share capital, and the aggregate nominal value of
securities carrying immediate or deferred rights to shareswould be capped at €2,500,000,000.00 (two billion five
hundred million euros).

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Eighteenth resolution(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)
Having considered the Managing Chairman’s report, the Statutory
Auditors’ special report and the report of the Supervisory Board,and having noted the approval of both of the General Partners,
the Extraordinary Shareholders Meeting resolves, in accordancewith Articles L. 225-129 et seq. of the French Commercial Code –notably Articles L. 225-135, L. 225-136, and Articles L. 22‑10-49,
L. 22-10‑51, L. 22-10-52 and L. 228-91 et seq.:● to authorize the Managers, or either of them, to decide,
except during a public offer period, to carry out one orseveral issues of shares of the Company and/or equity
securities carrying rights to other equity securities and/or
other securities carrying rights to shares without preemptive subscription rights, through a public offer notgoverned by Article L. 411-2, paragraph 1, of the French
Monetary and Financial Code. The issues may be carriedout in France or abroad, be denominated in euros or
foreign currency, and be paid up in cash or by capitalizing
certain liquid and callable debts, or, in whole or in part, bycapitalizing reserves, net income or additional paid-in
capital;●●● that:
●

●

●

●

_508

the aggregate par value of the shares issued under thisauthorization either immediately or on conversion,exchange, redemption or exercise of securities carrying
rights to shares shall not exceed €35,000,000.00(thirty-five million euros), representing less than 10% of
the Company’s current share capital. This ceiling shallnot include the par value of any additional shares to beissued in accordance with the applicable laws,
regulations, or contractual provisions in order toprotect the rights of existing holders of securities
carrying rights to shares or of other rights to theCompany’s shares;
the securities carrying rights to shares to be issued
under this authorization may notably consist of equity
securities and/or debt securities or equity- or debtlinked securities or securities allowing the issue ofintermediate debt securities. They may take the form of
dated or undated, subordinated or unsubordinatednotes. However, this authorization may not be used toissue preference shares or securities with immediate ordeferred rights to preference shares;
the aggregate nominal amount of debt securities
carrying rights to shares issued under this authorization
shall not exceed €2,500,000,000.00 (two billion five
hundred million euros) or the equivalent in a foreign
currency;
shareholders shall not have a pre-emptive right tosubscribe the securities issued under this authorization;●

if the issue of shares, other equity securities or othersecurities is not taken up in full, the Managers, or eitherof them, may take one or more of the following coursesof action, in the order of their choice: (i) limit theamount of the issue to the subscriptions received,
provided that at least three-quarters of the issue istaken up, (ii) freely allocate all or some of theunsubscribed securities among the investors of its
choice, or (iii) offer all or some of the unsubscribedsecurities for subscription by the public;(i) the issue price of the shares shall be at least equal tothe minimum price specified in Articles L.22-10-52 andR.22-10-32 of the French Commercial Code, as applicableon the issue date (currently, the weighted average of theprices quoted over the three trading days preceding the
opening of the offer period, less a discount of no morethan 10% (ten percent)), and (ii) the issue price of
securities carrying rights to shares shall be set in such a
way that the amount received by the Company at theissue date plus the amount to be received on conversion,exchange, redemption or exercise of said securities shallbe, for each share issued, at least equal to the minimum
price defined in point (i) above;
the Managers, or either of them, shall have full powers –which may be delegated in accordance with the applicablelaws and regulations – to use this authorization, including
to (i) set the characteristics, amount(s), timing, price(s)(within the above limits) and other terms and conditions of
the issue(s), which may be carried out on one or more
occasions in France and/or abroad and/or in theinternational market, (ii) suspend any issue(s) whereappropriate, (iii) determine the issue date(s), subscription
period(s) and cum-rights date(s), as well as the method
and timeframe for paying up the shares, (iv) apply for thelisting of the new shares on the markets of their choice, (v)place on record the amount of the capital increase(s)resulting from the share issues, (vi) carry out – directly or
through a representative – all operations and formalities
related to the capital increase(s) and, at their discretion,enter into any and all agreements for the purpose ofcompleting the issue(s), and (vii) charge the costs of thecapital increase(s) against the related premiums anddeduct from the premiums the amounts necessary toincrease the legal reserve to 10% (ten percent) of the newcapital after each issue.

This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

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19th resolution
Authorization for the Managers, or either of them, to issue shares and/or equity securities carrying rights toother 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
In addition to the 18th resolution, the purpose of the
19th resolution is to submit to a separate vote by shareholders a
proposed authorization for the Managers, or either of them, toissue shares and/or securities carrying rights to shares throughoffers governed by paragraph 1 of Article L. 411-2 of the French
Monetary and Financial Code (Code monétaire et financier). Thisauthorization could not be used during a public offer period.
This authorization would give the Company the necessary
flexibility to rapidly raise funds from qualified investors.

The securities would be placed exclusively with the categories ofinvestors specified in paragraph 1 of Article L. 411-2 of the French
Monetary and Financial Code, i.e., qualified investors or restrictedgroups of investors, provided that they are investing on their own
behalf.
This resolution renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (21st resolution), which
has not been used.

Nineteenth resolution(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 forexisting shareholders)
Having considered the Managing Chairman’s report, the Statutory
Auditors’ special report and the report of the Supervisory Board,and having noted the approval of both of the General Partners,
the Extraordinary Shareholders Meeting resolves, in accordancewith Articles L. 225-129 et seq. of the French Commercial Code –notably Articles L. 225-135, L. 225-136 and, L. 22-10-49,
L. 22‑10‑52 and L. 228-91 et seq. – and paragraph 1 of
Article L. 411-2 of the French Monetary and Financial Code:● to authorize the Managers, or either of them, to decide,
except during a public offer period, to carry out one orseveral issues of shares of the Company and/or equity
securities carrying rights to other equity securities and/or
other securities carrying rights to shares without pre-emptive
subscription rights, through an offer governed by
Article L. 411-2, paragraph 1, of the French Monetary and
Financial Code. The issues may be carried out in France orabroad, be denominated in euros or foreign currency, and be
paid up in cash or by capitalizing certain liquid and callable
debts, or, in whole or in part, by capitalizing reserves, net
income or additional paid-in capital;● that:●the aggregate par value of the shares issued under thisauthorization either immediately or on conversion,exchange, redemption or exercise of securities carrying
rights to shares shall not exceed €35,000,000.00 (thirtyfive million euros), representing less than 10% of theCompany’s current share capital. This ceiling shall notinclude the par value of any additional shares to be issuedin accordance with the applicable laws, regulations, orcontractual provisions in order to protect the rights ofexisting holders of securities carrying rights to shares or ofother rights to the Company’s shares;

●

●

●

●

●

the securities carrying rights to shares to be issued
under this authorization may notably consist of equity
securities and/or debt securities or equity- or debtlinked securities or securities allowing the issue ofintermediate debt securities. They may take the form of
dated or undated, subordinated or unsubordinatednotes. However, this authorization may not be used toissue preference shares or securities with immediate ordeferred rights to preference shares;
the aggregate nominal amount of debt securities issued
under
this
authorization
shall
not
exceed€2,500,000,000.00 (two billion five hundred million
euros) or the equivalent at the issue date in a foreign
currency;
issues of shares and securities carried out pursuant tothis authorization shall be included in the ceilings forsuch issues set in the eighteenth resolution of thisMeeting;
shareholders shall not have a pre-emptive right tosubscribe the securities issued under this authorization;
if the issue of shares, other equity securities or othersecurities is not taken up in full, the Managers, or eitherof them, may take one or more of the following coursesof action, in the order of their choice: (i) limit theamount of the issue to the subscriptions received,
provided that at least three-quarters of the issue istaken up, (ii) freely allocate all or some of theunsubscribed securities among the investors of its
choice, or (iii) offer all or some of the unsubscribedsecurities for subscription by the public;

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Report of the Managing Chairman and proposed resolutions●●(i) the issue price of the shares shall be at least equal tothe minimum price specified in Articles L.22-10-52 andR.22-10-32 of the French Commercial Code, asapplicable on the issue date (currently, the weighted
average of the prices quoted over the three trading
days preceding the opening of the offer period, less a
discount of no more than 10% (ten percent)), and (ii) theissue price of securities carrying rights to shares shallbe set in such a way that the amount received by theCompany at the issue date plus the amount to bereceived on conversion, exchange, redemption or
exercise of said securities shall be, for each shareissued, at least equal to the minimum price defined inpoint (i) above;
the Managers, or either of them, shall have full powers –which may be delegated in accordance with theapplicable laws and regulations – to use thisauthorization, including to (i) set the characteristics,
amount(s), timing, price(s) (within the above limits) andother terms and conditions of the issue(s), which may be

carried out on one or more occasions in France and/or
abroad and/or in the international market, (ii) suspend
any issue(s) where appropriate, (iii) determine the issuedate(s), subscription period(s) and cum-rights date(s), as
well as the method and timeframe for paying up theshares, (iv) apply for the listing of the new shares on themarkets of their choice, (v) place on record the amountof the capital increase(s) resulting from the share issues,(vi) carry out – directly or through a representative – alloperations and formalities related to the capitalincrease(s) and, at their discretion, enter into any and all
agreements for the purpose of completing the issue(s),and (vii) charge the costs of the capital increase(s) against
the related premiums and deduct from the premiums
the amounts necessary to increase the legal reserve to
10% (ten percent) of the new capital after each issue.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

20th resolution
Authorization for the Managers, or either of them, for issues of shares and/or securities carrying rights toshares representing up to 10% of the capital in any 12-month period without pre‑emptive subscription
rights pursuant to the eighteenth and nineteenth resolutions, to set the issue price by the method
decided by the Shareholders Meeting
The purpose of the 20th resolution is to authorize the Managers
not to apply the minimum pricing rules specified in the applicableregulations, for issues of shares or securities carrying rights toordinary shares, representing up to 10% of the Company's capitalin any 12‑month period, without pre-emptive subscriptions
rights carried out pursuant to the 18th and 19th resolutions.
The purpose of this authorization is to enable the Company toraise funds under the best possible conditions in a context ofhighly volatile financial markets.
Under this authorization, the issue price of the shares would be
at least equal to either of the following two amounts, at theoption of the Managers: (i) the volume-weighted average share_510

price for the last trading session preceding the pricing date; or(ii) the volume-weighted average share price for the trading
session when the issue price is set; in both cases less a discountof no more than 10%.
The aggregate amount by which the capital could be increased(excluding premiums) under this authorization would be cappedat the equivalent of 10% of the capital and the securities issued
pursuant to this resolution would be included in the ceilings
provided for in the two proposed resolutions referred to above,
and also in the blanket ceiling set in the 25th resolution. This
resolution could not be used during a public offer period.

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Twentieth resolution(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 eighteenth and nineteenth resolutions, to set the issue price by the method decided by the
Shareholders Meeting)
Having considered the Managing Chairman’s report, the Statutory
Auditors’ special report and the report of the Supervisory Board,and having noted the approval of both of the General Partners,
the Extraordinary Shareholders Meeting resolves, in accordancewith Articles L. 225-136, paragraph 1-2 and L. 22-10-52 of theFrench Commercial Code:●● to authorize the Managers, or either of them, except
during a public offer period, for share issues without preemptive subscription rights carried out pursuant to theeighteenth and nineteenth resolutions of thisShareholders Meeting, to set the issue price according to
the following conditions:●●that the amount is at least equal to (i) the volumeweighted average share price on the Euronext Paris
regulated market for the last trading session preceding
the pricing date; or (ii) the volume-weighted average shareprice on the Euronext Paris regulated market for the
trading session when the issue price is set; in both cases
less a discount of no more than 10%;that the issue price of securities carrying rights to sharesand the number of shares to be issued on conversion,exchange, redemption or exercise of each security
carrying rights to shares shall be set in such a way that theamount received by the Company at the issue date of the
securities plus the amount to be received for each shareissued on conversion, exchange, redemption or exerciseof said securities shall be at least equal to the minimum
price defined above;

●

●

●

that, in accordance with the law, the aggregate amountof share issues (excluding premiums) that may be carriedout immediately or in the future pursuant to thisauthorization shall not exceed 10% (ten percent) of theshare capital per 12-month period (with aggregate
issuance in relation to this limit determined as of thedate on which the issue price of the shares and/or
securities carrying rights to shares is set), and said
aggregate amount shall be included in the ceilings set in
the eighteenth and nineteenth resolutions of thisMeeting. These ceilings shall not include the par value of
any additional shares to be issued in accordance with theapplicable laws, regulations and contractual provisions inorder to protect the rights of existing holders of
securities carrying rights to shares or of other rights to
the Company’s shares;that the securities with rights to shares issued under thisauthorization may consist of debt securities or debt-linked
securities, or securities allowing the issue of intermediate
debt securities. The aggregate nominal amount of debt
securities issued immediately or in the future under thisauthorization shall not exceed €2,500,000,000.00 (twobillion five hundred million euros) or the equivalent in any
other currency and shall be included in the ceilings on debt
issues set in the eighteenth and nineteenth resolutions of
this Meeting;that, if this authorization is used by the Managers, oreither of them, they shall issue an additional report,
certified by the Statutory Auditors, describing the final
terms of the transaction and providing information toassess the actual impact on the shareholder’s situation;that this authorization is given for a period of
26 months, as from the date of this Meeting.

21st resolution
Authorization for the Managers, or either of them, to increase the number of securities to be issued in theevent that an issue, with or without pre-emptive subscription rights, is oversubscribed
The purpose of the 21st resolution is to authorize the Managers,
or either of them, to increase the number of securities to beissued in the event that an issue carried out under the 17th, 18th,
19th or 20th resolutions is oversubscribed. It could not be usedduring a public offer period.

7

The additional securities would not exceed 15% of the originalissue and would be offered at the same price as for the originalissue. They would be included in the ceilings set in the resolution
concerned.
This resolution renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (23rd resolution), which
has not been used.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

Twenty-first resolution(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)
Having considered the Managing Chairman’s report, the Statutory
Auditors’ special report and the report of the Supervisory Board,and having noted the approval of both of the General Partners,
the Extraordinary Shareholders Meeting resolves, in accordancewith Article L. 225-135-1 of the French Commercial Code:● to authorize the Managers, or either of them, to increase thenumber of shares and/or securities carrying rights to sharesissued with or without pre-emptive subscription rights under
the seventeenth, eighteenth, nineteenth and twentiethresolutions of this Shareholders Meeting. Any such additional

shares and/or other securities (i) shall be issued within
30 (thirty) days of the end of the subscription period for theoriginal issue, (ii) shall not represent more than 15% (fifteen
percent) of the original issue, (iii) shall be offered at the same
price as for the original issue, and (iv) shall be included in therespective ceilings set in the seventeenth, eighteenth,nineteenth and twentieth resolutions.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

22nd resolution
Authorization for the Managers, or either of them, to increase the Company’s capital by capitalizing
reserves, income or additional paid-in capital
The purpose of the 22nd resolution is to authorize the Managers,
or either of them, to increase the Company’s capital by up to€80,000,000.00 (eighty million euros) by capitalizing reserves oradditional paid-in capital. Note that the authorization could not
be used during a public offer period.

This authorization renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (24th resolution), which
has not been used.

Twenty-second resolution(Authorization for the Managers, or either of them, to increase the Company’s capital by capitalizing reserves, income or additional paid-in capital)
Having considered the reports of the Managing Chairman and
the Supervisory Board, and having noted the approval of both of
the General Partners, the Ordinary Shareholders Meeting
resolves, in accordance with Articles L. 225-129, L. 225-130 and
L. 22-10-50 of the French Commercial Code:● to authorize the Managers, or either of them, to increase
the Company’s capital, on one or more occasions except
during a public offer period, by a maximum of€80,000,000.00 (eighty million euros) by issuing bonus
shares and/or raising the par value of existing shares, tobe paid up by capitalizing reserves, income or additional
paid-in capital. This amount shall not include the par valueof any additional shares to be issued in accordance withthe applicable laws, regulations and contractual provisions
in order to protect the rights of existing holders of
securities carrying rights to shares or of other rights to theCompany’s shares;● that if new shares are issued, the Managers, or either ofthem, shall be authorized to decide that rights to fractionsof shares shall be non-transferable and non-tradable andthat the corresponding shares shall be sold in accordancewith Articles L. 225-130 and L.22-10-50 of the French
Commercial Code. In such a case, the sale proceeds shall_512

be allocated among the rights holders within 30 days ofthe date when the whole number of shares allotted tothem is recorded in their securities account;● that the Managers, or either of them,, shall have fullpowers – which may be delegated in accordance with theapplicable laws and regulations – to use this authorization,
including to (i) determine the timing and terms andconditions of the capital increase(s), (ii) determine thesubscription period(s) and cum-rights date(s) as well as themethod and timeframe for paying up shares, (iii) apply forthe listing of the new shares on any market chosen bythem, (iv) place on record the amount of the capitalincrease(s) resulting from the issue of shares, (v) carry out– directly or through a representative – all operations andformalities related to the capital increase(s) and, at theirdiscretion, charge the costs of the capital increase(s)against the related premiums and deduct from thepremiums the amounts necessary to increase the legal
reserve to 10% (ten percent) of the new capital after each
capital increase.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

23rd resolution
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 astock‑for‑stock offer or in payment of contributed assets
The 23rd resolution concerns issues of shares, without preemptive subscription rights for existing shareholders, inconnection with a stock-for-stock offer or in payment ofcontributed assets in connection with an external growthtransaction.

This authorization, which could not be used during a public offer
period, renews the authorization given at the Annual
Shareholders Meeting of May 13, 2022 (25th resolution), which
has not been used.

Shares issued in payment of contributed assets would be limited
to the equivalent of 10% of the Company’s capital and would be
included in the ceiling specified in the 18th resolution.

Twenty-third resolution(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)
Having considered the reports of the Managing Chairman and
the Supervisory Board and having noted the approval of both of
the General Partners, the Extraordinary Shareholders Meeting
resolves:● to authorize the Managers, or either of them, to issue
ordinary shares, except during a public offer period:●●in connection with a stock-for-stock offer carried out inaccordance with Article L. 22-10-54 of the French
Commercial Code; oras payment for shares or securities carrying rights toshares of another company contributed to theCompanyintransactions
notgovernedby
Article L. 22‑10‑54 of the French Commercial Code, inwhich case the number of shares issued shall be basedon the report of the Expert Appraiser of Capital
Contributions (Commissaire aux apports) and shall not
exceed 10% (ten percent) of the Company’s capital.

The aggregate par value of shares issued under thisauthorization shall be included in the ceiling specified in
the eighteenth resolution of this Meeting;● that the Managers, or either of them, shall have fullpowers – which may be delegated in accordance with theapplicable laws and regulations – to use this authorization,
including to (i) determine the timing and terms andconditions of the capital increase(s), (ii) determine thesubscription period(s) and cum-rights date(s) as well as themethod and timeframe for paying up shares, (iii) approvethe value attributed to the acquired stock, (iv) apply for thelisting of the new shares on any market chosen by them,(v) place on record the amount of the capital increase(s)resulting from the issue of shares, (vi) carry out – directlyor through a representative – all operations andformalities related to the capital increase(s) and, at theirdiscretion, charge the costs of the capital increase(s)against the related premiums and deduct from thepremiums the amounts necessary to increase the legal
reserve to 10% of the new capital after each capitalincrease.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

24th resolution
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 forexisting shareholders
The 24th resolution concerns rights issues for employees who aremembers of a Group employee shareholder plan. The issues
would be limited to an aggregate par value of €7,100,000.00(seven million one hundred thousand euros), representing lessthan 2% of the Company’s current share capital.

(1)

7This authorization would replace, with the same ceiling, theauthorization granted for the same purpose at the Annual
Shareholders Meeting of May 13, 2022 (26th resolution), which
was used to launch an employee shareholder plan in 2022(1).

See information on the results of the 2022 plan, presented on page 446 of the 2022 Universal Registration Document.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

Twenty-fourth resolution(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)
Having considered the report of the Managing Chairman, theStatutory Auditors’ special report and the report of theSupervisory Board, and having noted the approval of both of theGeneral Partners, the Extraordinary Shareholders Meeting
resolves:● to authorize the Managers, or either of them, pursuant to
Articles L. 3332-18 et seq. of the French Labor Code (Codedu travail) and Articles L. 225-129-6 and L. 225-138-1 of
the French Commercial Code, to carry out one or more
rights issues for members of an employee shareholder
plan of the Company or of French or foreign relatedcompanies within the meaning of Article L. 225-180 of theFrench Commercial Code and Article L. 3344-1 of theFrench Labor Code;● that:
●

●

●

_514

existing shareholders shall waive their pre-emptive rightto subscribe any shares to be issued under thisauthorization,
the aggregate par value of shares issued under thisauthorization shall not exceed €7,100,000.00 (sevenmillion one hundred thousand euros), representing lessthan 2% (two percent) of the Company’s current sharecapital. This ceiling shall not include the par value of any
additional shares to be issued in accordance with theapplicable laws, regulations or contractual provisions inorder to protect the rights of existing holders of
securities carrying rights to shares or of other rights to
the Company’s shares,
the issue price of the shares offered under thisauthorization shall be set by the Managers, or either ofthem, in accordance with Article L. 3332-19 of theFrench Labor Code and shall not reflect a discount of
more than 30% (thirty percent) on the average of the
opening prices quoted for the Company’s shares onEuronext Paris over the 20 trading days preceding thedate on which the opening date of the subscription
period is decided. The Managers,, or either of them may
reduce or cancel this discount if appropriate, in orderto take into account, inter alia, locally applicable tax,
labor law or accounting restrictions,

●

●

●

employees may be given free shares in place of the
discount, in accordance with Article L. 3332-21 of theFrench Labor Code,the Managers, or either of them, may also decide that
employer matching payments will be made in the formof free shares or securities with rights to shares insteadof cash, subject to the limits set out in Article L. 3332-21
of the French Labor Code,the Managers, or either of them, shall have full powers –which may be delegated in accordance with theapplicable laws and regulations – to use thisauthorization, including to (i) set the characteristics,
amount, and terms and conditions of the issue(s), (ii)determine whether the shares will be purchased
directly by employees or through a corporate mutual
fund, (iii) set the issue date(s), subscription period(s)and cum-rights date(s) as well as the method andtimeframe for paying up the shares, (iv) apply for thelisting of the new shares on any markets chosen bythem, (v) set any length-of-service conditions to be met
by beneficiaries, (vi) place on record the amount of thecapital increase(s) resulting from the rights issues, (vii)carry out – directly or through a representative – alloperations and formalities related to the capitalincrease(s) and, at their discretion, charge the costs ofthe capital increase(s) against the related premiums
and deduct from the premiums the amounts necessary
to increase the legal reserve to 10% (ten percent) of the
new capital after each issue.

In accordance with the applicable legal and regulatory provisions,the authorization provided for in this resolution shall also coversales of shares to members of a Group employee shareholder
plan.
This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

25th resolution
Blanket ceilings on issues of shares, securities carrying rights to shares or debt securities
The purpose of the 25th resolution is to set a blanket ceiling(excluding premiums) of €125,000,000.00 (one hundred twenty
five million euros) – or the equivalent of less than 35% of theCompany’s current capital – on share issues carried out pursuant
to the 17th, 18th, 19th, 20th, 21st and 23rd resolutions.
It also sets at €2,500,000,000.00 (two billion five hundred million
euros) the blanket ceiling on issues of debt securities carrying

immediate or deferred rights to shares carried out pursuant to
the 17th, 18th, 19th, 20th and 21st resolutions.
This resolution renews the ceilings set by the Annual
Shareholders Meeting of May 13, 2022 (27th resolution), which
has not been used.

Twenty-fifth resolution(Blanket ceilings on issues of shares, securities carrying rights to shares and debt securities)
Having considered the reports of the Managing Chairman and
the Supervisory Board and having noted the approval of both of
the General Partners, the Extraordinary Shareholders Meeting
resolves that:●the aggregate par value of shares issued under theseventeenth, eighteenth, nineteenth, twentieth, twenty-first
and twenty-third resolutions, either immediately or on
conversion, exchange, redemption or exercise of securities
carrying rights to shares, shall not exceed €125,000,000.00(one hundred twenty-five million euros), representing lessthan 35% of the Company’s capital as of the date of thisMeeting. This ceiling shall not include the par value of any
additional shares to be issued in accordance with theapplicable laws, regulations or contractual provisions inorder to protect the rights of existing holders of securities
carrying rights to shares or of other rights to the Company’s
shares,●the aggregate nominal amount of debt securities
carrying immediate or deferred rights to shares, issued
under the seventeenth, eighteenth, nineteenth,twentieth and twenty-first resolutions of thisShareholders
Meeting
shallnotexceed€2,500,000,000.00 (two billion five hundred million
euros) or the equivalent in foreign currency.

This authorization shall be valid for a period of 26 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

26th resolution
Authorization for the Managers to reduce the Company’s capital by canceling shares
In the 26th resolution, shareholders are invited to authorize the Managers, or either of them, for a period of 24 months, to reduce theCompany’s capital by canceling shares purchased under shareholder-approved buyback programs.
This authorization would replace the authorization granted for the same purpose at the Annual Shareholders Meeting of May 12, 2023
(15th resolution), which has not been used.

Twenty-sixth resolution(Authorization for the Managers, or either of them, to reduce the Company’s capital by canceling shares)
Having considered the report of the Managing Chairman, theStatutory Auditors’ special report and the report of theSupervisory Board, and having noted the approval of the General
Partners, the Extraordinary Shareholders Meeting resolves:● to authorize the Managers, or either of them, to:●cancel, at their sole discretion, on one or more
occasions, all or some of the shares purchased undershareholder-approved buyback programs, provided
that the number of shares canceled does not exceed
10% (ten percent) of the Company’s capital,●

charge the difference between the cost of the canceledshares and their par value against any available
premium or reserve account;7● to grant the Managers, or either of them, full powers –which may be delegated in accordance with the law – to(i) carry out the capital reduction(s) following thecancellation(s) of shares authorized under this resolution,(ii) make the corresponding accounting entries, (iii) amend
the Bylaws to reflect the new capital and (iv) generally,
carry out all necessary formalities.
This authorization shall be valid for a period of 24 months fromthe date of this Meeting. It supersedes any authorization
previously granted for the same purpose.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

27th resolution
PowersThe purpose of the 27th resolution is to give powers to carry out the formalities related to the Annual Shareholders Meeting.

Twenty-seventh resolution(Powers to carry out formalities)
The shareholders give full powers to the bearer of an original, copy or extract of the minutes of this Ordinary and Extraordinary
Shareholders Meeting to carry out all legal and administrative formalities and to make all filings and publish all notices required by theapplicable laws.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Managing Chairman and proposed resolutions

Summary of financial authorizations submitted for shareholder approval
Applicable ceilings(nominal amount)

Corporate action
Issuance of shares and/or securities carrying rights to shares, withpre-emptive subscription rights(17th resolution)

shares: €125 million (less than 35% of issued
capital)Issuance of shares and/or securities carrying rights to shares,
through a public offer, without pre-emptive subscription rights(18th resolution)

shares: €35 million (less than 10% of issued capital)

Duration(expiration date)
26 months(July 2026)

debt securities: €2.5 billion

debt securities: €2.5 billion

26 months(July 2026)

Issuance of shares and/or securities carrying rights to shares through shares: €35 million (less than 10% of issued
an offer governed by paragraph 1 of Article L. 411-2 of the French
capital)(1)Monetary and Financial Code (Code monétaire et financier), without
debt securities: €2.5 billion(1)pre-emptive subscription rights(19th resolution)

26 months(July 2026)

Determination of the issue price of shares to be issued without preemptive subscription rights under the 18th and 19th resolutions(20th resolution)

shares: €35 million (less than 10% of issued
capital)(1)26 months(July 2026)

Authorization to increase the number of shares issued in the eventthat an issue (with or without pre-emptive subscription rights) isoversubscribed(21st resolution)

15% of the original issue(2)26 months(July 2026)

Issuance of new shares paid up by capitalizing reserves, income oradditional paid-in capital(22nd resolution)€80 million

26 months(July 2026)

Issuance of shares for a stock-for-stock offer or in payment forcontributed assets(23rd resolution)€35 million (less than 10% of issued capital)(1)26 months(July 2026)

Employee rights issue(24th resolution)€7.1 million (less than 2% of issued capital)

26 months(July 2026)

Blanket ceilings on all the authorizations to issue shares and debt
securities carrying rights to shares (except for share issues carriedout under the 22nd and 24th resolutions) (25th resolution)

shares: €125 million (less than 35% of issued
capital)

26 months(July 2026)

Capital reduction by canceling shares (26th resolution)

10% of the issued capital

Share buyback program(5th resolution)

17.9 million shares at a maximum price of €55 per
share

debt securities: €2.5 billion(1)debt securities: €2.5 billion(1) Included in the ceiling set in the 18th resolution (issuance through a public offer without pre-emptive subscription rights).
(2) 17th to 20th resolutions.

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

24 months(May 2026)
18 months(November 2025)

7

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions

7.2

REPORT OF THE SUPERVISORY BOARD:RECOMMENDATIONS CONCERNING THE VOTESON THE PROPOSED RESOLUTIONS

7.2.1 Election and re-election of Supervisory Board members(12th to 14th resolutions)Compagnie Générale des Établissements Michelin is a société encommandite par actions (partnership limited by shares) and assuch its Supervisory Board is entirely made up of non-executive
members (89% of whom are independent) who represent
the shareholders.
With a view to clearly separating powers, no General Partner may
play a role in the nomination process – neither Florent
Menegaux, Managing Chairman, nor SAGES, the Non-Managing
General Partner, which is responsible for ensuring the Company’s
continuity of leadership.
The General Partners are not involved in decisions torecommend candidates for election to the Supervisory Board at
Shareholders Meetings.
In addition, French law and the Company’s Bylaws prohibit theGeneral Partners from taking part in the vote at Shareholders
Meetings to elect members of the Supervisory Board and theirshares are not included in the quorum for the related
resolutions.
The terms of Anne-Sophie de La Bigne, Jean-Pierre Duprieu andPatrick de La Chevardière as Supervisory Board members are
due to expire at the close of the Annual Shareholders Meeting on
May 17, 2024.

Patrick de La Chevardière has informed the Supervisory Board
that he wishes to stand for re-election, for the first time.
Anne-Sophie de La Bigne and Jean-Pierre Duprieu have informed
the Supervisory Board that they intend to step down from theBoard when their term expires.
Their fellow Supervisory Board members have thanked AnneSophie de La Bigne and Jean-Pierre Duprieu for their major
contribution to the work of the Board since 2013, and to the workof the Committees of which they have been members or Chairs(Audit Committee, Compensation and Appointments Committee).
When Jean-Pierre Duprieu steps down from the Board, theposition of Chair of the Compensation and Appointments
Committee will be vacant. The Supervisory Board is considering
appointing to this position Thierry Le Hénaff, currently Senior
Independent Member of the Board.
The Compensation and Appointments Committee proposes that
Patrick de La Chevardière should be re-elected to the Supervisory
Board (12th resolution) and that Catherine Soubie and Pascal
Vinet should be elected as new members of the Supervisory
Board (13th and 14th resolutions respectively).

Re-election of a Supervisory Board member
Committee (2005), and Chief Financial Officer and member of the
Executive Committee (2008-2019).

Patrick de La Chevardière
MichelinHe owned 1,600 Michelin shares at December 31, 2023.

112, avenue Kléber, 75016 Paris
Patrick de La Chevardière was born in 1957 and is a Frenchnational. He is currently a director of SLB (formerly
Schlumberger)(1) and was previously the Chief Financial Officer
and a member of the Executive Committee of the Total group(1),where he spent his entire career.
Patrick de La Chevardière is a graduate of École Centrale. He
began his career as a drilling engineer in the Exploration and
Production Division (1982-1989), before joining the Finance
Department (1989-1995). He subsequently served as head of the
Operations and Subsidiaries Division (1995-2000), Asia Director
in the Refining and Marketing Division (2000-2003), Deputy Chief
Financial Officer (2003-2008) and member of the Management

Patrick de La Chevardière was elected to Michelin's Supervisory
Board at the Annual Shareholders Meeting of June 23, 2020, by a
99.88% majority of the votes cast, and has been Chair of the
Audit Committee since that date.
Patrick de La Chevardière:● does not have any family ties with either the Managers or any
other member of the Supervisory Board;● is not currently and never has been an employee of Michelin
or any of its subsidiaries;● is not an executive officer of a company in which Michelin,
directly or indirectly, has a seat on the Board, or in which an
executive officer of Michelin has a seat on the Board;(1) Listed company.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions● has not been an auditor of Michelin in any of the past five
years;●● is not a shareholder or an executive officer of SAGES, one ofMichelin’s General Partners;● is not a customer, supplier or banker that is material forMichelin or that derives a significant portion of its businessfrom Michelin.

●

Finance: specific expertise in finance and accounting,acquired as a finance professional during 10 years as Chief
Financial Officer of Total and in a variety of financial
management positions;
Manufacturing: varied experience in Exploration, Production
and Refining at Total, member of the Board of Directors of
SLB;● his managerial experience within a major international group;● his attendance, availability and involvement in Board
meetings and as Chair of the Audit Committee. Patrick de La
Chevardière’s attendance rate at meetings of the Supervisory
Board and the Audit Committee during the last three years(the period used by the Board to assess the attendance rateof incumbent Board members) was 100%;● his knowledge of the manufacturing sector
understanding of the challenges facing the Group;● the fact that he is an independent member of the Board andhas no conflicts of interest.

The Board examined Patrick de la Chevardière’s candidature forre-election (for the first time) for a four-year term, taking into
account:● the appropriateness of his re-election;and● an absence of conflicts of interest with the Company;● the skills and experience he brings to the Board and the
Audit Committee; in particular, the Committee considers that
Patrick de La Chevardière will continue to provide the Boardand its Audit Committee with the following expertise,presented according to the classification established by theSupervisory Board in its detailed expertise matrix(1):●International Management: former Asia Director in Total's
refining and distribution division;

In conclusion, on the recommendation of the Compensation andAppointments Committee, the Supervisory Board decided torecommend that Patrick de La Chevardière be re-elected for afurther four-year term. Patrick de La Chevardière did not takepart in the Board’s discussion or vote.
If shareholders re-elect Patrick de La Chevardière to theSupervisory Board, its members will consider reappointing him as
Chair of the Audit Committee.

Election of two new Supervisory Board members
Catherine Soubie
Michelin
112, avenue Kléber, 75016 Paris
Catherine Soubie was born in 1965 and is a French national. She
is CEO of the Arfilia group of companies specializing in
information, consulting and business services.
She is a graduate of École Supérieure de Commerce de Paris.
Catherine Soubie began her career in 1989 at Lazard, first in
London and then in Paris, where she was appointed Financial
Affairs Manager. She then held various positions at Morgan
Stanley in Paris, including Managing Director. From 2005 to 2010,
she was Deputy CEO of Rallye (retail). In 2010, she joined Barclays
as Managing Director, Head of Investment Banking for France,
Belgium and Luxembourg.
Since 2016, she has been an independent director of Clariane(2),Covivio(3) and Sofina(4).
Catherine Soubie's term as a director of Clariane(2) expires at theAnnual Shareholders Meeting to be held to approve the 2023
financial statements, and she has decided not to stand for reelection. She will therefore be stepping down from her positionsin Clariane at the close of its Annual Shareholders Meeting, andwill hold only two directorships in other listed companies.

The Compensation and Appointments Committee considered
her profile to be an excellent fit with the skills and expertise of theBoard members (as identified in the Board’s expertise matrix(1))
and that the main strengths she would bring to the Supervisory
Board include:● her diversified, multidisciplinary background, especially her
experience as a consultant providing business advisory
services;● her knowledge of the finance sector;● her experience as a CEO and as a member of the boards of
directors of international groups;● the skills and experience she would bring to the Board; inparticular, the Committee considered that Catherine Soubie
would provide the Supervisory Board with the following
expertise, presented according to the classification
established by the Supervisory Board in its detailed expertise
matrix:●●7

International Management: former Deputy CEO of Rallyeand former Managing Director and Head of Investment
Banking at Barclays France & Benelux;
Finance: 22 years' experience in the finance sector,
including Financial Affairs Manager at Lazard, Managing
Director at Morgan Stanley and Managing Director, Head ofInvestment Banking at Barclays France & Benelux;(1) See section 3.1.3.3 of the Supervisory Board’s Corporate Governance Report, presented in Chapter 3 of the 2023 Universal Registration Document.
(2) A listed company, of which she is Chair of the Audit Committee and a member of the Compensation and Appointments Committee.
(3) A listed company (real estate), of which she is Chair of the Compensation and Appointments Committee and member of the Audit Committee.
(4) A listed company (fund management), of which she is Chair of the Compensation and Appointments Committee.

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Social Environment, Human Resources and Governance:
CEO of Arfilia (information, consulting and business services)
for the past eight years, member of Clariane'sCompensation and Appointments Committee;● her availability and commitment to participate actively in thework of the Board and its Committees;● an absence of conflicts of interest with the Company.
The Supervisory Board considers that Catherine Soubie qualifies
as an independent member because:● she does not have any close family ties with either theManagers or any member of the Supervisory Board;● she is not currently and never has been an employee ofMichelin or any of its subsidiaries;● she has not been a member of the Supervisory Board formore than 12 years;● she is not an executive officer of a company in which
Michelin, directly or indirectly, has a seat on the Board, or inwhich an executive officer of Michelin has a seat on the
Board;● she has not been an auditor of Michelin in any of the past
five years;● she is not a shareholder or an executive officer of SAGES,
one of Michelin’s General Partners;● she is not a customer, supplier or banker that is material forMichelin or that derives a significant portion of its businessfrom Michelin.
On the recommendation of the Compensation andAppointments Committee, the Supervisory Board has decided torecommend that Catherine Soubie be elected for a four-year
term.
If shareholders elect Catherine Soubie to the Supervisory Board,
its members plan to appoint her as a member of the Audit
Committee.
Catherine Soubie has agreed to stand for election and join the
Board's team.
As of the date of publication of this report, she held
1,600 Michelin shares, the minimum number of shares requiredof each member by the Supervisory Board's internal rules.

His educational background is in engineering and he holds a PhD
in physics from École Centrale de Lyon. Pascal Vinet joined Air
Liquide in 1986 after having worked for NASA in the UnitedStates. In 1995, he was appointed CEO of Air Liquide Australia,
before becoming Chief Operating Officer of the Group’s Industrial
Merchant Business Line in France in 1998. In 1999, he became
Vice President for Research & Development, before being
appointed President of the Group’s Industrial Merchant BusinessLine in the United States in 2002.
In 2005, he was appointed Vice President in charge of Group
corporate operations (Operations Control, Strategic Planning,
Procurement, IT). He became Vice President overseeing global
operations for Air Liquide Healthcare in 2010 and joined the
Executive Committee in this capacity in 2011. In 2016, he became
CEO of Airgas, the subsidiary operating Air Liquide's Industrial
Merchant and Healthcare Business Lines in the United States,
just after its acquisition by the Group. In 2021, he was appointed
Senior Vice President overseeing the Europe Industries Hub, theAfrica/Middle East/India Hub and Group Safety & Industrial
Systems. In 2023, he became Executive Vice President overseeing
the Europe Industries Hub, the Africa/Middle East/India Hub, theIndustrial Merchant World Business Line and Group Safety &Industrial Systems.
The Compensation and Appointments Committee consideredthat his profile was an excellent fit with the skills and expertise of
the Board members (as identified in the Board skills matrix(2)) andthat the main strengths he would bring to the Supervisory Board
would be:● his senior management experience in an international group,
and in particular his knowledge of the American and Asianmarkets;● his knowledge of the manufacturing and research sectors;● the skills and experience he would bring to the Board; inparticular, the Committee considered that Pascal Vinet would
provide the Supervisory Board with the following expertise,presented according to the classification established by theSupervisory Board in its detailed expertise matrix(2):●●Pascal Vinet
Michelin
112, avenue Kléber, 75016 Paris
Pascal Vinet was born in 1962 and is a French national. He has
been Executive Vice-President of the Air Liquide Group(1) since2023, overseeing the Europe Industries Hub, the Africa/Middle
East/India Hub, the Industrial Merchant World Business Line andGroup Safety & Industrial Systems.

●

International Management: Executive Vice-President of the
Air Liquide Group, overseeing Group Safety & Industrial
Systems;
Manufacturing: former CEO of Airgas (Air Liquide's Industrial
Merchant and Healthcare Business Lines in the UnitedStates) and responsibility for overseeing the Europe
Industries Hub, the Africa/Middle East/ India Hub and Air
Liquide Group's Industrial Merchant World Business Line;
Materials: former Vice-President, Research & Development
at Air Liquide.

● his availability and commitment to participate actively in thework of the Board and its Committees;● an absence of conflicts of interest with the Company.

(1) Listed company.
(2) See section 3.1.3.3 of the Supervisory Board’s Corporate Governance Report, presented in Chapter 3 of the 2023 Universal Registration Document.

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The Supervisory Board considers that Pascal Vinet qualifies as anindependent member because:● he does not have any close family ties with either theManagers or any member of the Supervisory Board;● he is not currently and never has been an employee ofMichelin or any of its subsidiaries;● he has not been a member of the Supervisory Board formore than 12 years;● he is not an executive officer of a company in which Michelin,
directly or indirectly, has a seat on the Board, or in which an
executive officer of Michelin has a seat on the Board;● he has not been an auditor of Michelin in any of the past five
years;● he is not a shareholder or an executive officer of SAGES, oneof Michelin’s General Partners;● he is not a customer, supplier or banker that is material forMichelin or that derives a significant portion of its businessfrom Michelin.
On the recommendation of the Compensation andAppointments Committee, the Supervisory Board has decided torecommend that Pascal Vinet be elected for a four-year term.
If shareholders elect Pascal Vinet to the Supervisory Board, its
members plan to appoint him as a member of the Compensation
and Appointments Committee.
Pascal Vinet has agreed to stand for election and join the Board's
team.
As of the date of publication of this report, he held
1,600 Michelin shares, the minimum number of shares requiredof each member by the Supervisory Board's internal rules.

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Summary of the Supervisory Board’s Report to the Annual Shareholders’ Meeting
Including the members proposed for election at the Annual Shareholders Meeting and the Board’s planned changes to the membershipof its Committees, the Board and its Committees would be constituted as follows:

Independent(1)MemberCommittee(s) First elected

Re-elected(2)Current
term
expires(AGM)(3)Years onthe Board

2027

15

2,740

French

65

F

2027

8

1,600

Indian61

F

Numberof shares
held Nationality

Age Gender2013(2)
Barbara Dalibard

P

-

2008

2015(3)2019
2023

Aruna Jayanthi

Audit

Thierry Le Hénaff

2019
2023

Audit

Patrick de La
Chevardière
Jean-Christophe
Laourde

2015

P
RS

MR

Corporate
SocialResponsibility
Compensation
andAppointments

2020

2024

2028

4

1,600

French

66

M

2020

-

2028(4)3400

French

48

M

2018

2022

2026

5

1,600

French

60

M

2026

8

4,000

Canadian

69

F

P
Audit
Corporate
SocialResponsibility

Monique Leroux

2015(5)

2018
2022

P
Delphine Roussy

Jean-Michel
Severino

Catherine Soubie

RS

Compensation
andAppointments
Compensation
andAppointments
Corporate
SocialResponsibility
Audit

2020

-

2028(4)

3586

French41

F

2020(6)

2022

2026

3

1,600

French

66

M

2024

-

2028

0

1,600

French

58

F

2021

-

2025

2

1,600

German

61

M

2024

-

2028

0

1,600

French

61

M

Audit
Wolf-Henning
ScheiderPascal Vinet

Corporate
SocialResponsibility
Compensation
andAppointments

P : Chair MR : Senior Independent Member RS : Members representing employees(1) Based on the criteria set in the Supervisory Board's internal rules which correspond to those recommended in the AFEP/MEDEF Corporate Governance Code forlisted companies.
(2) At the Annual Meeting of May 15, 2009, shareholders voted to reduce the term of Supervisory Board members from five years to four.
(3) At the Annual Meeting of May 17, 2013, shareholders voted to elect Supervisory Board members for terms of two, three or four years, so that their terms do not
all expire at the same time.
(4) Appointed pursuant to the Bylaws and not elected by the shareholders.
(5) Monique Leroux was appointed as a member of the Supervisory Board on October 1, 2015 to replace Laurence Parisot, who had resigned, for the remainder of
Ms. Parisot's term of office.
(6) Jean-Michel Severino was appointed as a member of the Supervisory Board on November 12, 2020 to replace Cyrille Poughon, who had resigned, for theremainder of Mr. Poughon's term of office.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Report of the Supervisory Board: recommendations concerning the votes on the proposed resolutions

7.2.2 Appointment of Statutory Auditors responsible forcertifying the Company's sustainability information(15th and 16th resolutions)
The Supervisory Board and the Group's Finance Department
have examined the issues relating to the application, as from the2024 fiscal year, of Government Order 2023-1142 of December
6, 2023 introducing into French law the new European
regulations stemming from Directive 2022/2464(1) requiring
companies to publish sustainability information (Corporate
Sustainability Reporting Directive – CSRD).
To apply the new regulations, the Supervisory Board needs to:● identify the Board committee that will be responsible for thetasks referred to in Article L. 821-67 of the French
Commercial Code relating to sustainability information; and● propose the appointment of one or more independent thirdparty organizations or Statutory Auditors responsible forcertifying this information.
These issues have been examined by the Supervisory Board andthe Audit Committee, and the Chair and members of the CSR
Committee have been informed.
Following this examination, the Supervisory Board has decidedthat:● the Audit Committee will have special responsibility for thetasks set out in Article L. 821-67 of the French Commercial
Code, relating to sustainability information;● the CSR Committee will issue opinions on the developmentof the Group's overall CSR strategy and program, including
initiatives, ambitions and objectives, and reviewing actionplans. It will also continue to monitor regulatory
developments, particularly outside the European Union.
The two Committees will continue to perform their joint tasks, on
the basis of their respective complementary missions referred toabove, through the participation of certain Board members in thework of both Committees and the organization of joint meetings.
The Audit Committee has concluded that it would be appropriate
to appoint the Statutory Auditors currently responsible forverifying the financial statements of the Company as Statutory
Auditors responsible for certifying sustainability information. Thisconclusion is based on the following main considerations:● the results of an analysis of the various possible options,taking into account the new regulatory framework;● the arguments in favor of appointing the Statutory Auditors
responsible for verifying the Company’s financial statements
to certify the sustainability information, including:●their good understanding of the Group’s organization andchallenges,

●

●
●

●

their networks’ geographic coverage, which is aligned with
the Group's geographic presence,the quality of their statutory audit work,
their ability to help improve consistency between financial
and sustainability information, as required by the CSRD,
the benefits of appointing them as Statutory Auditors
responsible for certifying the sustainability information for
an initial period corresponding to their remaining term as
Statutory Auditors responsible for verifying the financial
statements, as permitted by regulations for the initial
appointment of an independent third-party body or
Statutory Auditor, i.e., until the close of the Annual
Shareholders Meeting to be called to approve the 2027
financial statements, thus enabling the terms of the two
mandates (to verify the financial statements and certify thesustainability information) to coincide.

Note that:● the Audit Committee will monitor the Statutory Auditors'
audit of the sustainability information, and will ensure thatthe required conditions of independence are met;
● the sustainability information will be certified on behalf ofeach of the appointed firms by one of their partners,
shareholders or managers whose name is included on theHaute autorité de l’audit’s register of Statutory Auditors
authorized to carry out engagements to certify sustainability
information;● the Statutory Auditors will perform their engagement inaccordance with the assurance standards adopted by theEuropean Commission, or, in the absence of standards
adopted by the Commission, with the standards adopted by
the Haute autorité de l'audit as formally approved by the
Minister of Justice.
PricewaterhouseCoopers Audit and Deloitte & Associés haveinformed the Supervisory Board that they agree to act as
Statutory Auditors responsible for certifying sustainability
information in accordance with the aforementioned
characteristics, if they are so appointed by the Annual
Shareholders Meeting.

7

Based on these considerations, and on the recommendation of
its Audit Committee, the Supervisory Board proposes that theAnnualShareholders
Meetingshouldappoint
PricewaterhouseCoopers Audit and Deloitte & Associés as
Statutory Auditors responsible for certifying sustainability
information. They would be appointed for the remainder of theirterm as Statutory Auditors, i.e., until the close of the Annual
Shareholders Meeting to be called to approve the 2027 financial
statements.

(1) Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) 537/2014 and Directives 2004/109/EC, 2006/43/EC and2013/34/EU concerning corporate sustainability reporting.

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7.2.3 Approval of the compensation of the corporate officers(6th to 11th resolutions)
The policy and the components of the corporate officer
compensation packages were presented to the corresponding
Annual Shareholders Meetings by the Chair of the Compensation
and Appointments Committee.

● the information about the compensation of the Managers
and the Chair of the Supervisory Board (8th resolution) andthe individual compensation paid or awarded to them (9th to11th resolutions) for 2023(2).

In 2024, the General Partners and the Supervisory Board aresubmitting to the Annual Shareholders Meeting for approval:● the 2024 Compensation Policy applicable to (i) the Managers(6th resolution) and (ii) the Supervisory Board (7th resolution)(1);

7.2.4 Approval of the financial statements, related-party
agreements and financial authorizations(1st to 5th and 17th to 27th resolutions)Concerning the other ordinary resolutions, the accounting andfinancial information communicated to shareholders and theManaging Chairman’s report present the Group’s operations andresults for 2023 (for the purposes of the 1st, 2nd and 3rd ordinary
resolutions).
We have no comments on the Statutory Auditors’ reports on thefinancial statements.
As no new related-party agreements requiring shareholder
approval were entered into in 2023, you are asked to place on
record that there are no such agreements to approve(4th resolution).
Before asking shareholders to approve the financial statementsof the Company, the consolidated financial statements and the
proposed appropriation of net income, we would like to highlightthe excellence of the Group’s management in an enduring andextremely turbulent environment.
These strong performances lead us to reaffirm our confidence in
the Managers.

The Company wishes to renew its share buyback program on
similar terms as for the previous program (5th resolution).
An authorization to cancel shares bought back under the
program is also being sought to replace the authorization
granted at the 2023 Meeting (26th extraordinary resolution).
Other extraordinary resolutions (17th to 23rd and 25th resolutions)are also proposed to renew – on the same or very similar terms –the financial authorizations granted at the May 13, 2022 Annual
Shareholders Meeting, which are needed by the Group to
support implementation of its strategy.
In addition, shareholders will be asked to renew the previous
authorization to carry out rights issues for members of a Group
employee shareholder plan (24th resolution).
We recommend that shareholders adopt the proposals
submitted by the Managing Chairman for their approval by voting
in favor of the corresponding ordinary and extraordinary
resolutions.

They also lead us to support the Managing Chairman’s
recommendation to set the dividend at €1.35 per share(2nd resolution).

February 9, 2024
The Supervisory Board(1) Detailed policy described in the Supervisory Board’s Corporate Governance Report; see section 3.3 of the 2023 Universal Registration Document.
(2) Detailed disclosures in the Supervisory Board’s Corporate Governance Report; see sections 3.4 and 3.5 of the 2023 Universal Registration Document.

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ANNUAL SHAREHOLDERS MEETING OF MAY 17, 2024
Statutory Auditors’ reports

7.3

STATUTORY AUDITORS’ REPORTS

7.3.1 Statutory Auditors’ report on the issue of shares and/or
various securities, with or without pre-emptive
subscription rights(Combined Shareholders Meeting of May 17, 2024 - 17th, 18th, 19th, 20, and 21st resolutions)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 Compagnie Générale des Etablissements Michelin, and pursuant to Articles L. 228-92 andL. 225-135 et seq. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby report to you on the proposeddelegations of authority to the Managers, or either of them, to carry out various issues of shares and/or securities, which are submitted
to you for approval.
On the basis of his report, the Managing Chairman invites the shareholders:● to delegate to the Managers, or either of them, for a period of 26 months, from the date of this Annual Shareholders Meeting, theauthority to carry out, except during a public offer period, the following transactions and to set the final terms and conditions
thereof, and, where appropriate, to cancel shareholders’ preemptive subscription rights:●●●

the issue, with pre-emptive subscription rights (17th resolution), of shares and/or equity securities carrying rights to other equity
securities and/or other securities carrying rights to shares,
the issue, without pre-emptive subscription rights (18th resolution), of 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,the issue, without pre-emptive subscription rights (19th resolution), of 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,● to authorize the Managers, under the 20th resolution, and as part of the implementation of the delegations referred to in the 18thand 19th resolutions, to set the issue price within the annual legal limit of 10% of the capital.
The aggregate nominal amount of the shares that may be issued under the 17th, 18th, 19th, 20th, 21st and 23rd resolutions, immediately orin the future may not, under the 25th resolution, exceed €125,000,000, it being specified that the nominal amount of the shares that may
be issued, either immediately or in the future, may not exceed:7● €125,000,000 under the 17th resolution,● €35,000,000 under either the 18th or 19th resolution.
Under the 25th resolution, the aggregate nominal amount of debt securities that may be issued under the 17th, 18th, 19th,20th and 21stresolutions may not exceed €2,500,000,000, this amount also constituting the individual ceiling for each of the 17th, 18th, 19thand 20th
resolutions.
These ceilings take into account the additional securities to be issued under the delegations of authority sought in the 17th, 18th, 19th and20th resolutions, in accordance with Article L. 225-135-1 of the French Commercial Code, in the event that the shareholders adopt the
21st resolution.

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Statutory Auditors’ reports

It is the responsibility of the Managing Chairman to prepare a report in accordance with Articles R. 225-113 et seq. of the French
Commercial Code. Our responsibility is to express an opinion on the fairness of the information taken from the financial statements, on
the proposed cancellation of the shareholders’ pre-emptive subscription rights, and on certain other information relating to thesetransactions, which is presented in this report.
We performed the procedures that we considered necessary in accordance with the professional standards applicable in France to suchengagements. These procedures consisted in verifying the information provided in the Managing Chairman’s report relating to thesetransactions 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 issues, 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 equity securities to be issued under the
18th, 19th and 20th resolutions.
In addition, as this report does not stipulate the methods used to set the issue price of the shares to be issued under the 17th resolution,
we do not express an opinion on the basis used to calculate the issue price.
Since the final terms and conditions of the issues have not been set, we do not express an opinion in this respect, or, consequently, on
the proposed cancellation of the shareholders’ preemptive subscription rights under the 18th and 19th resolutions.
In accordance with Article R. 225-116 of the French Commercial Code, we will prepare an additional report if and when the Managers, oreither of them, use the delegations of authority to issue equity securities carrying rights to other equity securities, securities carrying
rights to equity securities to be issued or shares without preemptive subscription rights.
Neuilly-sur-Seine and Paris La Défense, March 19, 2024
The Statutory Auditors
French original signed byPricewaterhouseCoopers Audit
Jean-Christophe Georghiou_526

Deloitte & Associés

Itto El Hariri

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

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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 ofEnglish speaking readers. This report should be read in conjunction with, and construed in accordance with, French law andprofessional 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 (Codede commerce), we hereby report to you on the proposed delegation of authority to the Managers, or anyone of them, to increase thecapital 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 periodof 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 conditionsof 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 suchengagements. These procedures consisted in verifying the information provided in the Managing Chairman’s report relating to thistransaction 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 beissued.
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 oreither of them use this delegation of authority.

7

Neuilly-sur-Seine and Paris La Défense, March 19, 2024
The Statutory Auditors
French original signed byPricewaterhouseCoopers Audit
Jean-Christophe Georghiou

Deloitte & Associés

Itto El Hariri

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

Frédéric Gourd

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Statutory Auditors’ reports

7.3.3 Statutory Auditors' report on the share capital decrease(Combined Shareholders’ Meeting held on May 17, 2024 - 26th resolution)
This is a free translation into English of the Statutory Auditors’ report issued in French and it is provided solely for the convenience of English
speaking users. 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,In our capacity as Statutory Auditors of your Company and pursuant to the provisions of Article L. 22-10-62 of the French Commercial
Code (Code de commerce) concerning share capital reductions carried out by cancellation of shares purchased, we hereby report to you
on our assessment of the reasons for and the terms and conditions of the proposed share capital decrease.
Your Managing Chairman proposes that you delegate to the Managers, or anyone of them, for a period of 24 months from thisShareholders’ Meeting, the authority to cancel, up to a maximum of 10% of the share capital in any 24-month period, the sharespurchased by the Company pursuant to the authorization to purchase its own shares under the provisions of the above-mentioned
Article of the French Commercial Code.
We performed the procedures that we considered necessary to comply with the professional guidelines of the French National Instituteof Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. Those procedures consisted in
examining whether the reasons for and the terms and conditions of the proposed share capital decrease, which does not interfere withthe equal treatment of shareholders, are due and proper.
We have no matters to report on the reasons for or terms and conditions of the proposed share capital decrease..
Neuilly-sur-Seine and Paris La Défense, March 19, 2024
The Statutory Auditors
PricewaterhouseCoopers Audit
Jean-Christophe Georghiou

Deloitte & Associés

Itto El Hariri

Frédéric Gourd

7.3.4 Other Statutory Auditors’ reports
The Statutory Auditors’ reports to the Annual Shareholders Meeting of May 17, 2024 that are not presented below can be found in thefollowing sections of this Universal Registration Document:● Report on the Company financial statements: in section 5.3.3;● Special report on related-party agreements and commitments: in section 5.3.4;● Report on the consolidated financial statements: in section 5.2.2;● Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated environmental, labor andsocial information presented in the management report: in section 4.2.4.

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Tables ofconcordance

8.1

TABLE OF CONCORDANCE FOR THE UNIVERSALREGISTRATION DOCUMENT

532

8.2

TABLE OF CONCORDANCE FOR THE ANNUAL FINANCIAL REPORT

534

8.3

TABLE OF CONCORDANCE WITH THE AMF TABLES ON CORPORATEOFFICER COMPENSATION

534

8.4

TABLE OF CONCORDANCE FOR THE MANAGEMENT REPORT

535

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TABLES OF CONCORDANCE
Table of concordance for the Universal Registration Document

8.1

TABLE OF CONCORDANCE FOR THE UNIVERSALREGISTRATION DOCUMENT

In order to make the Universal Registration Document easier to navigate, the following table cross-references the key information
required under Annex 1 of European Regulation No. 2019/980 supplementing European Regulation No. 2017/1129.
Section headings provided under Annex 1 of Commission Delegated Regulation (EU) No. 2019/980

Pages

1. Persons responsible for the Universal Registration Document

5.4.1

2. Statutory Auditors

5.4.2

3. Risk factors

2

4. Information about the issuer

6.1

5.1. Principal activities

1

5.2. Principal markets

5.1.1; 5.1.2

5.3. Important events

5.1.8

5.4. Strategy and objectives

1

5.5. Extent of dependence on patents, licenses, industrial, commercial or financial contracts or new manufacturing
processes

N/A

5.6. Basis for any statements by the issuer regarding its competitive position

5.1.1

5.7. Investments

5.1.5 b); 5.1.5 c)

6.1. Brief description of the Group

6.1
5.2 (note 36)

6.2. List of significant subsidiaries

5.3 (note 20)

7.1. Financial condition

5.1

7.2. Operating results

5.1.3

8.1. Information concerning capital resources

5.1.4; 5.1.6; 5.2;
6.5.1; 6.5.2

8.2. Sources and amounts of cash flows

5.1.4; 5.1.5; 5.2

8.3. Information on borrowing requirements and funding structure

N/A

8.5. Anticipated sources of funds needed to fulfill Management's firm commitments and planned property,
plant and equipment

N/A

9. Regulatory environment

5.1.1 a)10. Trend information

5.1.7; 5.1.11

11. Profit forecasts or estimates

5.1.7

12.1. Information on the members of the administrative, management and supervisory board
12.2. Conflicts of interest

3.1; 3.2
3.1.5; 3.2.6

13.1. Remuneration and benefits in kind

3.3; 3.5

13.2. Total amounts set aside or accrued to provide pension, retirement or similar benefits

3.3; 3.5

14.1. Date of expiration of current terms of office
14.2. Service contracts to which members of the administrative, management and supervisory board are bound14.3. Information on the Committees_532

5.1.4; 5.2 (note 26)

8.4. Restrictions on the use of capital resources that have materially affected, or could materially affect the Company

3.1
3.1.5
3.2.9; 3.2.10; 3.2.11

14.4. Statement of compliance with the applicable corporate governance regime

N/A

14.5. Potential material impacts on corporate governance

3.12023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

8TABLES OF CONCORDANCE
Table of concordance for the Universal Registration Document

Section headings provided under Annex 1 of Commission Delegated Regulation (EU) No. 2019/980

Pages

15.1. Number of employees

4.1.2.4; 5.1.3 c)

15.2. Corporate officer shareholdings and stock options

4.1.2.3 h); 6.5.3

15.3. Arrangements for involving the employees in the capital

4.1.2.3 h); 6.5.5

16.1. Shareholders holding more than 5% of the share capital or voting rights
16.2. Statement as to whether shareholders have different voting rights

3.11
3.10.6; 3.11; 6.2.4; 6.3

16.3. Control over the issuer

3.11

16.4. Arrangement, known to the issuer, the implementation of which may at a subsequent date resultin a change in control

3.13

17. Related party transactions

5.2 (note 34)

18.1. Historical financial information

5.1.14; 5.2; 5.3

18.2. Interim and other financial information

N/A

18.3. Auditing of historical financial information
18.4. Pro forma financial information

5.2.2; 5.3.3
5.2; 5.3

18.5. Dividend policy

6.2.3

18.6. Legal and arbitration proceedings

5.2 (note 32.2.2)

18.7. Significant change in the issuer's financial position
19.1. Share capital

5.1.11
6.5

19.1.1. Issued capital and authorized capital

6.5

19.1.2. Shares not representing capital

N/A

19.1.3. Shares held by the issuer or its subsidiaries
19.1.4. Convertible securities, exchangeable securities or securities with warrants
19.1.5. Acquisition rights and/or obligations attached to authorized but unissued capital,
or any undertaking to increase the capital

6.5.6; 6.5.7
6.5.3
6.5

19.1.6. Options on the capital relating to members of the Group

6.5.3

19.1.7. A history of share capital

6.5.1

19.2. Articles of incorporation and bylaws

3.10; 6.1

19.2.1. Register and corporate purpose

3.10

19.2.2. Rights, preferences and restrictions attached to shares

3.10

19.2.3. Previsions that could delay, defer or prevent a change in control

N/A

20. Material contracts

5.1.9

21. Documents available

6.4

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8

TABLES OF CONCORDANCE
Table of concordance with the AMF tables on corporate officer compensation

8.2

TABLE OF CONCORDANCE FOR THE ANNUAL
FINANCIAL REPORTIn order to make the Annual Financial Report easier to navigate, the following table cross-references the key information required by
Article L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and Article 222-3 of the AMF General
Regulations.
Section headings provided under Article L. 451-1-2 of the French Monetary and Financial Codeand Article 222-3 of the AMF General Regulations

Pages

1. 2020 annual financial statements

5.3

2. 2020 consolidated financial statements

5.2

3. 2020 Report of the Managers

8.4

4. Statement by the person responsible for the 2020 Annual Financial Report

5.4.1

5. Statutory Auditors’ report on the 2020 Annual Financial Statements

5.3.3

6. Statutory Auditors’ Report on the 2020 consolidated financial statements

5.2.2

7. Fees paid to the Statutory Auditors

8.3

5.2 (note 37); 5.4.2.2

TABLE OF CONCORDANCE WITH THE AMF
TABLES ON CORPORATEOFFICER COMPENSATION

The following cross-reference table has been drawn up in order to put information on compensation into perspective with regard to thebreakdown of such information in the 11 tables recommended by the AMF in its guide for the preparation of Universal Registration
Documents (see also the AFEP-MEDEF Code).
Remuneration tables in the AMF recommendations
Table 1 Summary of compensation, options and shares granted to each executive officer
Table 2 Summary of compensation paid to each executive officer

3.6.1.1
3.6.1.2; 3.6.1.3

Table 3 Directors' fees and other compensation received by the non-executive officers

3.6.1.4

Table 4 Stock options granted during the year to executive officers by the issuer and any other Group company

3.6.1.5

Table 5 Stock options exercised during the year by the executive officers

3.6.1.6

Table 6 Performance shares granted to the executive officers

3.6.1.7

Table 7 Performance shares that became available to each corporate officer

3.6.1.8

Table 8 History of stock option grants

3.6.1.9; 6.5.3 a)

Table 9 Stock options granted to and exercised by the ten employees other than executive officers who received
the greatest number of options

3.6.1.10; 6.5.4 a)

Table 10 Past awards of free shares

3.6.1.11; 3.6.2

Table 11 Commitments related to the termination of the duties of an executive officer

_534

3.6.1

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

3.6.1.12

8

TABLES OF CONCORDANCE
Table of concordance for the Management Report

8.4

TABLE OF CONCORDANCEFOR THE MANAGEMENT REPORT

To make the Management Report easier to navigate, the following table cross-references the key information required by Articles L. 225100 et seq., L. 22-10-35 and L. 22-10-36, L. 232-1 and R. 225-102 et seq. of the French Commercial Code, as well as the specific section of
the Management Report dedicated to corporate governance, pursuant to sub-paragraph 6 of Article L. 225-37 et seq. and Article L. 2210-8 et seq. of the French Commercial Code.
Section headings of the 2023 Management Report

Reference text

Section/Page(s)Position and activity of the Group in 2023
Position of the Company over the year and objective and comprehensive
analysis of the changes in business, results and financial position of theCompany and the Group, in particular its debt situation, in relation to thevolume and complexity of its business

L. 225-100-1, I-1°, L. 232-1, II, L. 233-6
and L. 233-26 of the French
Commercial Code

5.1

Key financial performance indicators

L. 225-100-1, I-2of the French Commercial Code1; 5.1

Key non-financial performance indicators relating to the Company’s
and the Group’s specific operations

L. 225-100-1, I-2of the French Commercial Code1; 5.1.12

Material events arising since the beginning of the business period 2021

L. 232-1, II and L. 233-26 of the French
Commercial Code

5.1.7

Foreseeable change in the situation of the Company and the Groupand future prospects

L. 232-1, II and L. 233-26 of the French
Commercial Code

5.1.7

Names of the major shareholders and holders of voting rights at
Shareholders Meetings, and changes during the year

L. 233-13 of the French Commercial
Code3.11; 6.2.4; 6.5

Existing branches

L. 232-1, II of the French Commercial
Code

5.2 (note 36); 6.1

Significant shareholdings in companies with their registered office in France

Article L. 233-6 paragraph 1 of theFrench Commercial Code5.2 (note 36)

Disposals of cross-shareholdings

Articles L. 233-29, L. 233-30 and R. 23319 of the French Commercial CodeResearch and development activity

Articles L. 232-1, II and L. 233-26
of the French Commercial Code

5.1.3 c)Table of the Company’s financial results over each of the last five years

Article R. 225-102of the French Commercial Code5.1.14

Information on payment deadlines for suppliers and clients

Article D. 441-4
of the French Commercial Code5.1.10Articles L. 511-6 and R. 511-2-1-3 of theFrench Monetary and Financial Code
(Code monétaire et financier)N/A

Description of the main risks and contingencies to which the Company is
exposedL. 225-100-1, I-3 and 4 of the French
Commercial Code

2.1

Information on financial risks linked to climate change and measures taken
to reduce them by implementing a low-carbon strategy throughout
all components of the business

L. 22-10-35, 1of the French Commercial Code

2.1 (Risk 1); 5.2 (note
2.5)

Main internal control and risk management procedures put in place by theCompany and by the Group, in particular those relating to the preparationand processing of accounting and financial information

L. 22-10-35, 2of the French Commercial Code

2.3

Amount of inter-company loans granted and the Statutory Auditor’s
statement

N/AInternal control and risk management

2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

8

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8

TABLES OF CONCORDANCE
Table of concordance for the Management Report

Section headings of the 2023 Management Report
Information on the objectives and policy regarding the hedging of each major
category of transactions and the exposure to price, credit, liquidity and cash
risks, including the use of financial instruments

Reference text
Article L. 225-100-1., 4 of the French
Commercial Code

Section/Page(s)5.2 (notes 3.5, 16, 20,
23, 33)Anti-bribery and corruption system

French Act no. 2016-1691
of 9 December 2016 (“Sapin II”)

Duty of care plan and report on its effective implementation

Article L. 225-102-4 of the French
Commercial Code5.1.13

Article L. 22-10-8, I., paragraph 2 of theFrench Commercial Code

3.3.1

Remuneration and benefits in kind paid during the financial year or granted
in respect of the financial year to each corporate officer

Article L. 22-10-9, I., 1 of the French
Commercial Code

3.4

Relative proportion of fixed and variable remuneration

Article L. 22-10-9, I., 2 of the French
Commercial Code

3.4.3; 3.4.4

Possibility to request repayment of variable remuneration

Article L. 22-10-9, I., 3 of the French
Commercial Code

N/A

Commitments of any kind entered into by the Company for the benefit of
its corporate officers concerning the remuneration, compensation andbenefits that would be due or potentially due at the time of or following their
appointment, loss of office or change in position

Article L. 22-10-9, I., 4 of the French
Commercial Code

3.6.1.12

Remuneration paid or allocated by a company included in the scope of
consolidation within the meaning of Article L. 233-16 of the French
Commercial Code

Article L. 22-10-9, I., 5 of the French
Commercial Code

3.4

Ratios between the level of remuneration of each executive corporate officer
and the average and median remuneration of company employees

Article L. 22-10-9, I., 6 of the French
Commercial Code

3.4.5

Annual changes in remuneration, Company performance, average
remuneration of Company employees and the above ratios over the last five
years

Article L. 22-10-9, I., 7 of the French
Commercial Code

3.4.5

How total remuneration complies with the adopted remuneration policy,
including how it contributes to the long-term performance of the Company
and how the performance criteria have been applied

Article L. 22-10-9, I., 8 of the French
Commercial Code

3.3.1

Procedure for taking into account the vote of the last ordinary Shareholders
Meeting provided for in paragraph I of Article L. 22-10-34 of the French
Commercial Code

Article L. 22-10-9, I., 9 of the French
Commercial Code3.3.1

Non-compliance with the procedure for implementing the remuneration
policy and any deviation from the procedure

Article L. 22-10-9, I., 10 of the French
Commercial Code

N/A

Application of the provisions of paragraph 2 of Article L. 225-45 of the French
Commercial Code (suspension of payment of directors’ remuneration in theevent of lack of gender diversity on the Board)

Article L. 22-10-9, I., 11 of the French
Commercial Code

N/A

Article L. 225-185
of the French Commercial Code

N/A

2.2.3; 4.1.4.1 b)

Corporate governance
Information on remuneration
Remuneration policy for corporate officers

Stock options granted to and held by corporate officers
Free shares granted to and held by executive corporate officers_536

Articles L. 225-197-1 and L. 22-10-59of the French Commercial Code2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

3.4.3.3; 3.4.4.3; 6.5.4

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TABLES OF CONCORDANCE
Table of concordance for the Management Report

Section headings of the 2023 Management Report

Reference text

Section/Page(s)Information of governance
List of positions held and duties performed by each corporate officer in allcompanies during the reporting period

Article L. 225-37-4, 1of the French Commercial Code

3.1.2;

Agreements entered into between a corporate officer or a significant
shareholder and a subsidiary

Article L. 225-37-4, 2of the French Commercial Code

N/A

Summary table showing delegations granted by the Shareholders Meeting
to increase the share capital currently in force

Article L. 225-37-4, 3of the French Commercial Code

3.12

General management procedures

Article L. 225-37-4, 4of the French Commercial Code

3.1

Composition, preparation and organization of the work of the Board

Article L. 22-10-10, 1of the French Commercial Code

3.2

Description of the diversity policy, objectives and results, includingSupervisory Board gender balance

Article L. 22-10-10, 2of the French Commercial Code

3.1.3.3

Limitations placed by the Board on the powers of the Managing General
Partner

Article L. 22-10-10, 3of the French Commercial Code

3.1.3.2; 3.2.8

Reference to the AFEP/MEDEF Code and application of the “comply or
explain” principle

Article L. 22-10-10, 4of the French Commercial Code

3.2.8

Specific conditions for shareholder participation in the Shareholders Meeting

Article L. 22-10-10, 5of the French Commercial Code3.10.6

Procedure for evaluating current agreements – Implementation

Article L. 22-10-10, 6of the French Commercial Code

3.9

Items likely to have an impact in the event of a takeover bid or exchange
offer

Article L. 22-10-11of the French Commercial Code

3.13

Structure, changes in the Company’s capital and threshold crossings

Article L. 233-13of the French Commercial Code

3.11; 6.5.1

Purchase and sale of treasury stock

Article L. 225-211of the French Commercial Code

6.5.6

Article L. 225-102, paragraph 1 of theFrench Commercial Code

6.5.5

Any adjustments made to securities giving rights to share capital in the eventof share buybacks or financial transactions

Articles R. 228-90 and R. 228-91
of the French Commercial Code

6.5

Information on transactions by executive corporate officers and related
persons in the Company’s shares

Article L. 621-18-2 of the French
Monetary and Financial Code

3.8; 6.5.4

3.1.3

Shareholders’ agreements relating to the Company's capital
Shareholdings and capital

Employee share ownership at the period end (proportion of share capital
represented)

Dividends paid during the last three financial years

Article 243 bis of the French General
Tax Code (Code général des impôts)Non-financial information statement (NFPS)

See the concordance table for the Non-Financial Statement
4.2.2

5.1.14; 6.2.3; 7.1.1

Additional information
Additional tax information

Articles 223 quater and 223 quinquiesof the French General Tax CodeInjunctions or penalties for anti-competitive practices

Article L. 464-2of the French Commercial Code2023 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN

N/A

8

N/A

_537

Design and Production: KPMG
Editorial advice and copywriting: Franck Chimot – Sō different.
Photo credits: Philippe Stropppa, F. Lanoe, Jérôme Cambier,
Florent Giffard, Michelin, Laurence Plassart.
Any printed copy of this document is not managed.

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