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The Société Auxiliaire de Gestion

A non-managing general partner, the Société Auxiliaire de Gestion (SAGES), responsible for selecting the Managers and for continuity of leadership.

Composition and organization

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 Michelin executives and qualified persons from outside the Group. These three groups have the same proportionate shareholding and the same number of seats on SAGES’ Board of Directors.

Role and responsibilities

Société Auxiliaire de Gestion (SAGES) is a Non-Managing General Partner of CGEM and, as such, is responsible for guaranteeing the Company’s management continuity. It 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. The General Partners can be relieved of this liability only by decision of 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.

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 plays a key role, alongside the Supervisory Board and its Compensation  and Appointments Committee, in the Managing Partner 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 Articles of Association) is allocated to a

“contingency reserve fund”. Between 10% and 30% of this reserve fund is invested in CGEM shares.

In application of its Articles of Association:

 • 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 Articles of Association 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’ Articles of Association in order to change its role and/or the indefinite several liability of the General Partners shall be submitted to the Managing General Partner for prior approval.

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