SAGES, the Société Auxiliaire de Gestion

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

SAGES is a French société par actions simplifiée (joint stock company) registered with the Clermont-Ferrand Trade and Companies Registry under No. 870 200 466.

The Chairman of SAGES, Vincent Montagne, is its only executive director.

SAGES has three groups of shareholders - members of the Michelin family, current and former Group executives and qualified persons from outside the Group - each of which has the same proportionate shareholding and the same number of seats on SAGES’ Board of Directors.

Société Auxiliaire de Gestion (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 the Manager appointment and re-appointment process to ensure the continuity ot the Company's management. Solely a decision of the shareholders in an Extraordinary Meeting may relieve a General Parner 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 the Manager(s) for an interim period and would be responsible for calling an Extraordinary

Shareholders Meeting to elect a new Manager.

SAGES is a key player in the Manager succession planning and compensation processes. SAGES plays a key role, alongside the Supervisory Board and its Compensation and Appointments Committee, in the Manager succession planning and compensation processes.

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 from its liability as CGEM's General Partner or, on exceptional, interim basis, as Manager. Between 10% and 30% of this reserve fund is invested in CGEM shares.

In accordance with its Bylaws:

• SAGES’ main corporate documents (annual reports, management reports, Statutory Auditor’s reports, and proposed resolutions submitted to the partners, which contain information on the terms of office and proposed elections of directors and the categories and breakdown of assets constituting the contingency reserve referred to above) are sent to Michelin’s Managing General Partner;

• 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 prior approval;

• The Managing General Partner (or the Chairman of the Supervisory 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 the Company;

• any proposal to amend SAGES’ Bylaws to change its role and/orchange the indefinite several liability of the General Partners shall be submitted to the Managing General Partner for prior approval.