Clermont-Ferrand, September 10, 2024
GENERAL COMPANY OF MICHELIN ESTABLISHMENTS
Commitment and value sharing: launch of the new global employee shareholding plan “BIB’Action 2024”
Compagnie Générale des Établissements Michelin (hereinafter, the “Company”) announces the launch of its new employee shareholding plan open to 127,000 employees in 44 countries12.
Since 2002, the Company has regularly offered employee shareholding plans, and it confirms its desire to annualize these plans to make its employees one of the Group’s main shareholders.
Yves Chapot, Managing Director and Chief Financial Officer of Michelin, said: “Strengthening employee shareholding within the Michelin Group is a priority. By increasing the share of capital held by employees, we are highlighting the unique and crucial role of each individual in implementing our strategy. By becoming shareholders, employees participate in the creation of value for the Group and will be able to benefit from it both as employees and shareholders.”
The subscription period will run from September 11, 2024 (inclusive) to September 26, 2024 (inclusive).
On September 9, 2024, the Management set the acquisition price at 28.08 euros. This subscription price is equal to 80% of the reference price (average of the opening prices of the twenty trading sessions on the Euronext Paris market preceding the fixing date), i.e. a discount of 20%.2.
The offer proposed by Michelin is as follows:
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From 1 to 5 shares subscribed: additional 2 shares offered for each share subscribed.
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From 6 to 15 shares subscribed: additional 1 share offered for each share subscribed.
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From 16 to 65 shares subscribed: top-up of 1 share offered for 5 shares subscribed.
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Beyond 65 shares subscribed: no additional payment but maintenance of the 20% discount.
Each employee will be able to subscribe to up to 2,000 Michelin shares within the legal limit of a maximum subscription amount in accordance with the regulations of each country.
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Employees who subscribed to the BIB’Action program in 2024 will be able to exercise their voting rights from the General Meeting of Shareholders in May 2025 and will receive the dividends relating to the 2024 financial year, approved by this meeting.
Detailed conditions
General Company of Michelin Establishments
Compartiment A – Euronext Paris (France)
Ordinary share ISIN code: FR001400AJ45 – ML
Value admitted to the Deferred Settlement Service (SRD)
The Management has decided to implement a capital increase in favor of employees of the Company and companies related to it within the meaning of Article L.3344-1 of the French Labor Code and Article L.225-180 of the French Commercial Code and which are members of a Michelin Group Savings Plan. This capital increase was authorized by the 24th resolution of the General Meeting of Shareholders of May 17, 2024.
The beneficiaries of the offer are employees of Group companies who have joined the Michelin Group Savings Plan, regardless of their employment contract, provided that they have at least 3 months of seniority on the opening date of the subscription period.
The Management has decided to increase the capital of the Company within the limit of a maximum ceiling of
7 000 000 d’actions.
The new shares, including the topped-up shares (the “Shares”) will be subscribed (or delivered) directly in accordance with the regulations and/or taxation applicable in the various countries of residence of the beneficiaries of the capital increase.
Employees who have subscribed to shares directly will exercise their voting rights at Michelin General Meetings individually.
Pursuant to Article L.3332-25 of the French Labor Code, subscribers to the offer must retain their shares for a five-year lock-in period from the date of completion of the capital increase scheduled for October 29, 2024 (i.e. until October 29, 2029), unless an early release event occurs as provided for in Article R.3324-22 of the French Labor Code and permitted in the subscriber’s country. The Company’s new shares are expected to be admitted to trading on the Euronext Paris market on October 29, 2024. These new shares will be assimilated to existing shares.
This press release does not constitute an offer to sell or a solicitation to buy Michelin shares. The offer of Michelin shares reserved for employees will be made only in countries where such an offer has been registered or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities, or in consideration of an exemption from preparing a prospectus or registering or notifying the offer, when such a procedure is required.
More generally, the offer will only be made in countries where all the required registration procedures and/or notifications have been carried out, authorisations obtained and procedures for consulting or informing staff representatives carried out.
This press release is not intended for and must not be copied or sent to countries in which such a prospectus has not been approved or such an exemption is not available or in which all the required registration, notification, consultation and/or information procedures have not yet been carried out or the authorisations have not been obtained.
This press release is prepared in accordance with the exemption from publication of a prospectus of Article 1 4°i) and 5°h) of the Prospectus Regulation (EU) 2017/1129. It constitutes the document required to meet the conditions for exemption from publication of a prospectus as defined by the Prospectus Regulation.
Calendar
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Fixing the subscription price : September 09, 2024
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Subscription/Modification Period : from September 11 to 26, 2024
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Settlement/Delivery of Shares : October 29, 2024
These dates are provided for information purposes only and are subject to change.
For any questions relating to this offer, beneficiaries may consult the information brochure and other documents made available to them and/or contact their personnel department and consult the website shareaction.michelin.com.
WARNING
This press release does not constitute an offer to sell or a solicitation of an offer to buy Michelin securities. If you wish to obtain more complete information concerning Michelin, we invite you to refer to the public documents filed in France with the Autorité des Marchés Financiers, also available on our website. michelin.com.
This press release may contain certain forward-looking statements. Although the Company believes that these statements are based on reasonable assumptions at the date of publication of this document, they are by nature subject to risks and uncertainties that may cause actual figures to differ from those indicated or implied in these statements..
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The 2024 Employee Share Ownership Plan is offered, subject to local constraints, to the following countries and regions: Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China (including Hong Kong), Colombia, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, India, Indonesia, Ireland, Italy, Japan, Malaysia, Mexico, Netherlands, Nigeria, Norway, Peru, Poland, Portugal, Romania, Serbia, Singapore, Slovakia, South Africa, South Korea, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, United Arab Emirates (Dubai), United States.
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Specific conditions for the United Kingdom.
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