The Annual Meeting of Michelin shareholders was held on May 17, 2019 in Clermont-Ferrand under the chairmanship of the Managing Chairman Jean-Dominique Senard.

 

Shareholders adopted all of the resolutions submitted for their approval. These concerned, in particular:

  • The payment of a dividend of €3.70 per share, payable in cash as from May 23, 2019.
  • The advisory vote on the components of Jean-Dominique Senard, Florent Menegaux and Yves Chapot’s compensation as Managers for 2018 and of Michel Rollier, Chairman of the Supervisory Board.
  • The authorization for the Managers to grant performance shares to employees.
  • The re-election of Barbara Dalibard and Aruna Jayanthi as members of the Supervisory Board for a further four-year term until the end of the financial year ending December 31, 2022.

 

Marc Henry, Chief Financial Officer, noted the increase in segment operating income, which amounted to €2.8 billion in 2018 amid a challenging environment. He also emphasized the structural free cash flow of more than €1.2 billion generated in 2018, and the Group’s improved ability to structurally generate cash flow over the past few years.

 

On the back of a 9.3% increase in sales in the first quarter at constant currency rates, the Group confirmed:

  • The annual targets for volume growth in line with global market trends.
  • Segment operating income exceeding the 2018 figure at constant exchange rates and before the additional contribution of Fenner and Camso[1].
  • Structural free cash flow of more than €1.45 billion.[2]

 

Florent Menegaux, Managing General Partner since the Annual Shareholders’ Meeting of May 18, 2018 and Managing Chairman following this Meeting, went on to outline his strategic vision for the Group. His deeply-held conviction is that the Group’s sustainable growth needs to be based on three pillars of equal importance: financial performance that secures the company’s long‑term future, investing in our employees and their development and respect for the planet and its inhabitants.

 

He also highlighted the Group’s main strengths which are the MICHELIN brand, its technological leadership and the commitment of its teams, before reviewing the Group’s four domains of growth:

  • The Tire activity, which is Michelin’s core business. Thanks to its capacity for innovation, the premium status enjoyed by the brand and its market access, the Group offers customers increasingly high‑performance tires that are tailored to their needs. The Group will also have to boost its competitiveness and the efficiency of its manufacturing base to sustainably create value.

 

  • The Services & Solutions business, which revolve around tire-related services, connected mobility and fleet management solutions to unlock efficiency gains for business customers in their mobility.

 

  • The Experiences business, consisting of selections in fine dining, hotel accommodation, wine, travel and itineraries that provide the Group’s individual customers with the opportunity to enjoy unique experiences and buy into the MICHELIN brand.

 

  • The High-Tech Materials business, which leverage the Group’s expertise to deliver tailored and
    one-step-ahead responses to profitable growth markets such as reinforced polymers, biomaterials, hydrogen mobility and 3D metal printing.

 

Florent Menegaux emphasized the need to step up the pace of the Company’s digital transformation, which is a key component of technological leadership and a way to forge close ties with customers.

 

With its clear road map, the Group is confident about its future thanks to the commitment of its teams to meet its targets and transform it into a company of the future, one that is proud of its expertise and values.

 

After paying tribute to the vital role played by Jean-Dominique Senard at his side from the time he joined the Michelin group in 2005, Michel Rollier, Chairman of the Supervisory Board, praised the importance and quality of his contribution as Managing Chairman to the Group’s development. The sharp increase in earnings notably enabled Michelin to carry out key investments in the areas of growth and strategic acquisitions, and implement a balanced dividend strategy. Florent Menegaux for his part warmly commended the fruitful working relationship with Jean-Dominique Senard over the past twelve years and also read out a large number of testimonials from the teams at Michelin.

In an emotional conclusion, Jean-Dominique Senard expressed his immense pride in having headed the Group for all these years and thanked the teams throughout the world for everything they had given him.

 

The presentations to shareholders, vote totals on the resolutions and a webcast of the entire Annual Meeting will be posted on May 17, 2019 on the corporate website (www.michelin.com/eng).

 

 

[1] The additional contribution of Camso and Fenner is estimated at €150 million for 2019

[2] Of which €150 million due to the application of IFRS 16

In line with the Group’s development strategy in the Services & Solutions business and leveraging the experience it has gained following the Sascar and NexTraq acquisitions in America, Michelin announces it has signed an agreement to acquire the entire share capital of Masternaut, one of the largest European telematics providers.

 

Masternaut operates primarily in France and the United Kingdom. It provides a technical platform equipped with the latest technology and offers on-board telematics solutions to optimize vehicle fleet management and monitoring. Masternaut manages over 220,000 mostly light utility vehicles under contract. The transaction has been made on the basis of 8 times 2018 Ebitda before synergies.

 

For Michelin, the acquisition will:

  • speed up the development of its Services & Solutions business for light vehicles and support the booming fleet market;
  • enable Masternaut to roll out its offering across the whole of Europe by taking advantage of the Michelin network's geographical coverage;
  • increase the volume of data captured, allowing it to offer its customers the best solutions, improve product performance and develop its data science deployments, such as predictive maintenance.
Michelin is consolidating its expertise in telematics, enabling us to optimize customer mobility and respond to the needs of a changing market. Masternaut represents a further step in the expansion of our Services & Solutions business, especially in Europe and for light vehicle fleets.
Florent Menegaux, Managing General Partner

The Annual Financial Report of Michelin Luxembourg SCS, comprising the audited annual accounts, the management declaration and the annual management report are available on the internet site of the Michelin Group at the following address: www.michelin.com/en, under the heading « Finance », « Regulatory information and publications », « Regulatory informations Michelin Luxembourg SCS – CSSF ».

COMPAGNIE GÉNÉRALE DES ÉTABLISSEMENTS MICHELIN has called on the assistance of an Investment Services Provider for the implementation of its Share Buyback Program as authorized by the Annual Shareholders Meeting of May 18, 2018.

 

Under the terms of the Agreement signed on April 26, 2019, the parties agree that the Investment Services Provider will sell a certain number of COMPAGNIE GÉNÉRALE DES ÉTABLISSEMENTS MICHELIN shares, representing a maximum of €70,000,000, to COMPAGNIE GÉNÉRALE DES ÉTABLISSEMENTS MICHELIN, which undertakes to buy them, between April 29, 2019 and November 21, 2019, at an average price to be determined objectively and independently by the market over the duration of the Agreement, less a guaranteed discount. The price may not exceed the maximum purchase price approved by the Annual Shareholders Meeting of May 18, 2018 or, if the shareholders adopt a new share buyback resolution on May, 17 2019 Annual Shareholders Meeting.

 

All of the shares bought back under the Agreement will be cancelled.

First-quarter 2019: In difficult markets, Michelin announces sales of €5.8 billion, an increase of 9.3% at constant exchange rates, led by a robust price-mix and a strong contribution from newly acquired businesses. 2019 guidance confirmed.

 

  • A resilient performance by the Group in difficult markets, with volumes down by just 0.5% in the first quarter:
    • Passenger car and Light truck tires: market share maintained in an environment deeply impacted by declining Original Equipment demand and slightly declining replacement markets in Europe.
    • Truck tires: volume growth remained firm in slightly contracting markets, as expected, partly thanks to the development of new service offers and solutions.
    • Specialty tires: 2019 growth ambitions confirmed, despite a first quarter impacted by supply chain issues in mining tires and the focus on margins in Original Equipment for Off-Road businesses.
  • A robust 2.0% price-mix effect, still led by disciplined price management, supported by the powerful MICHELIN brand and the sustained product mix enrichment.
  • A strong contribution from the newly acquired businesses (Fenner and Camso) with their integration proceeding according to plan.
  • Acquisition of Multistrada, a major Indonesian tire manufacturer.
  • A favorable currency effect (2.0%).

 


In difficult markets, we once again demonstrated the resilience afforded by our Group’s exposure to different economic sectors, allowing us to confirm our 2019 guidance. First-quarter sales also reflect the major contribution of our recent acquisitions, Camso and Fenner.

Jean-Dominique Senard, Chief Executive Officer

2019 guidance confirmed

In 2019, the Passenger Car and Light Truck tire markets are expected to be mixed, with modest growth in the Replacement segment and a contraction in the Original Equipment segment. The Truck tire markets look set to contract slightly, while the Mining, Aircraft and Two-Wheel tire markets should remain dynamic. Based on April 2019 exchange rates, the currency effect is expected to have a relatively favorable impact on segment operating income. The impact of raw materials costs is currently estimated at around a negative €100 million, mainly affecting first-half results.

In this environment, Michelin confirms its 2019 targets of volume growth in line with global market trends, segment operating income exceeding the 2018 figure at constant exchange rates and before the estimated €150 million contribution from Camso and Fenner, and structural free cash flow of more than €1.45 billion*.

 

* Of which €150 million from the application of IFRS 16.

The Annual Meeting of Michelin Shareholders will be held on Friday May 17, 2019 at 9 a.m. at the Polydome conference center, Place du 1er Mai, Clermont-Ferrand, Puy-de-Dôme, France.

As Michelin shares are exclusively registered shares, all shareholders receive a notice of meeting with a summary of the Group's activities and results for 2018 and a presentation of the resolutions submitted for vote at the Meeting.

The above document, together with the notice of meeting published within the regulatory deadline in Bulletin des Annonces Légales Obligatoires, are available from the Shareholder Section of the corporate website: https://www.michelin.com/en/finance/individual-shareholders/2019-annual-general-meeting/

Shareholders may also consult these documents from the above website, at the Company's headquarters or request a copy of the documentation referred to in Article R. 225-83 of the French Commercial Code.

 

 

Compagnie Générale des Etablissements Michelin

 

23, Place des Carmes-Déchaux

63000 Clermont-Ferrand - France

NOTICE

of payment of the accrued interest

 

Pursuant to the provisions of clause 4 of the Prospectus of the 3.25% Guaranteed bonds dated 28 September 2015 (TAP: 28 September 2016), Michelin Luxembourg SCS hereby announces the payment of the accrued interest of the Bonds on 30th September 2019.

NOTICE

of payment of the accrued interest

 

 

Pursuant to the provisions of clause 4 of the Prospectus of the 1.75% Guaranteed bonds dated 26 May 2015, Michelin Luxembourg SCS hereby announces the payment of the accrued interest of the Bonds on 28 May 2019.

NOTICE

of payment of the accrued interest

 

Pursuant to the provisions of clause 4 of the Prospectus of the 1.125% Guaranteed bonds dated 26 May 2015, Michelin Luxembourg SCS hereby announces the payment of the accrued interest of the Bonds on 28 May 2019.

NOTICE

of repayment of the principal and payment of the accrued interest

 

 

Pursuant to the provisions of clauses 4 and 5 of the “Terms and Conditions of the Bonds” of the Prospectus of the 2.750% Guaranteed bonds dated 18 June 2012, Michelin Luxembourg SCS hereby announces that the Bonds will be redeemed at their principal, with the exception of those previously redeemed, or purchased and cancelled, and the payment of the accrued interest of the Bonds on 20 June 2019.

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