All our questions-answers
EMPLOYEE SHAREHOLDER PLAN
1. WHY BECOME A MICHELIN SHAREHOLDER?
Becoming an employee shareholder is an opportunity for each employee to be both a contributor and a beneficiary of the Group's value creation.
2. WILL EMPLOYEE SHAREHOLDERS HAVE ADDITIONAL RIGHTS COMPARED TO NON-SHAREHOLDERS?
Being a shareholder allows the employee to benefit from the payment of a dividend per share held, paid according to the results and on the decision of the General Meeting of Shareholders, as well as voting rights. However, the status of shareholder does not interfere in any way with that of the employee. BIB'Action is not part of the employment contract and does not modify or supplement this contract. Participation in BIB'Action does not confer any right to payments or benefits of the same nature or value, and does not give rise to any compensation in the event of loss of rights related to BIB'Action following the termination of the employment contract.
3. WHAT GAIN CAN AN EMPLOYEE SHAREHOLDER EXPECT?
Like any shareholder, they will benefit from the payment of a dividend per share held, paid according to the results and on the decision of the General Meeting of Shareholders. The calculation of the gain must take into account both the dividends received and any capital gain realized on the sale of the shares. It is only at the time of the sale that the employee knows whether or not he has made a capital gain. In the event of a drop in the Michelin share price, the employee will only lose money if they decide to sell and thus crystallize the capital loss.
4. WHAT IS A CAPITAL GAIN/LOSS?
The capital gain is calculated by the difference between the sale price and the purchase price of a share. If the difference between the two is positive, the employee shareholder realizes a capital gain. Otherwise, it suffers a capital loss.
5. HOW TO FOLLOW THE PRICE OF MICHELIN SHARES, LISTED ON THE PARIS STOCK EXCHANGE, OUTSIDE FRANCE?
The Michelin share price is available on the corporate Michelin.com website and the shareaction.michelin.com website, as well as on the intranets of the various countries. The listing can also be found on the 'Sharinbox' account.
6. WHY DOES MY SHARINBOX ACCOUNT NEED TO BE UP TO DATE (ADDRESS, BANK DETAILS, ...)?
It is important that Société Générale can contact you by (private) email, telephone or post. To receive a possible dividend, your bank details must be correct. That's why it's a must to check and update your Sharinbox account information and keep it updated in case of any changes.
7. WHO MANAGES EMPLOYEES' ASSETS?
A French bank, Société Générale, has been selected following a call for tenders to manage employee shares in most of the Group's countries. In the United Kingdom, the Equiniti trust was chosen.
VESTING PERIOD AND SECURITIES MANAGEMENT
8. WHEN ARE THE SHARES AVAILABLE?
Shares purchased under BIB'Action are locked for 5 years from the date of the capital increase, except in the case of early release detailed in the local supplement of each of the participating countries (in the brochure for France). After this period, they will be available on the employee's Sharinbox account held by Societe Generale. Under AGA (Free Share Allocation Plans), the share rights granted are subject to a vesting period of 4 years, calculated from the date of grant of each AGM plan.
9. HOW IS AN EMPLOYEE INFORMED OF THE ACTIONS AVAILABLE TO HIM?
Employees who have entered an email address (preferably personal) in Sharinbox will receive a notification from Societe Generale informing them of the update of their share portfolio. All employee shareholders also have access to Société Générale's website, www.sharinbox.societegenerale.com, allowing them to consult their securities account and manage their available shares. Employees who do not have access to the website may contact their Employee Shareholding correspondent to obtain the required information.
10. WHY IS THERE A BLOCK PERIOD?
The blocking period is set by French law. The obligation to hold the shares for 5 years, without being able to sell them, is the counterpart of the tax and social benefits granted by the French State and linked to the Group Savings Plan.
11. WHAT HAPPENS AT THE END OF THE LOCK-UP PERIOD?
Employees can check the availability of their shares on their own by logging into their Sharinbox account. If they are available, they then have the option of selling them or keeping them.
12. ARE THERE ANY MANAGEMENT FEES TO BE PAID DURING THE HOLDING PERIOD OF THE SHARES?
Yes, but Michelin takes full responsibility for all its shareholders whose shares are managed in direct registered shares.
13. ARE THERE ANY BANK CHARGES AT THE TIME OF SALE?
Yes, their amount has been negotiated by Michelin for all employees. Items related to brokerage fees are available on Sharinbox.
EARLY RELEASE
14. WHAT ARE THE CASES OF EARLY RELEASE?
Shares purchased under BIB'Action are locked in for a period of 5 years, from the date of the capital increase, except in the case of early release provided for by the regulations. To find out about the cases of early release in your country, consult the local supplement (the Group Savings Plan regulations for France) or contact the employee share ownership correspondent of your entity. In order to benefit from it, the employee must provide the latter with the appropriate supporting documents. Apart from these legal cases, no other applications will be accepted. The cases of early delivery of share rights under an AGA plan (Free Share Allocation) are: death or disability level 2 and 3 (see brochure or plan rules).
15. HOW TO OBTAIN THE EARLY RELEASE OF MY SHARES?
The employee must contact his or her employee shareholding correspondent, to whom he or she will provide the necessary documents. The latter will validate the request according to the terms and conditions adopted in the country and send it to the bank. In France, employees can contact Société Générale directly by internet or telephone with the necessary supporting documents: By Internet: https://sharinbox.societegenerale.com/fr/titulaires By phone: +33 2 51 85 67 89 (all countries except USA and Canada: 1 844 890 5676) More information on the cases of unblocking on the website: https://www.esalia.com/fr/epargnants/gerer-compte-epargne/vos-cas-deblocage-anticipe-depargne-salariale/
16. CAN THE EARLY RELEASE OF SHARES BE PARTIAL?
Yes. When an employee is in a situation where his or her assets are released early, he or she can choose to release all or part of it. If they choose to partially unlock them, they will no longer be able to invoke the same reason to obtain the remaining actions. He or she will only be able to unlock them if he benefits from a different early release case than the first one.
17. IF AN EVENT ALLOWING THE EARLY RELEASE OCCURS BETWEEN THE CLOSING OF THE SUBSCRIPTION AND THE DATE OF THE CAPITAL INCREASE, CAN THE EMPLOYEE RELEASE THE ASSETS RESULTING FROM THEIR SUBSCRIPTION?
Yes, the employee can claim to be released from the day after the end of the subscription period. However, the shares can only be effectively released once they have been created following the capital increase. Employees should refer to the local supplement to find out the deadlines for claiming each of the cases of release.
BIB'Action
18. WHAT IS BIB’ACTION?
BIB'Action is the Michelin Group's employee share ownership plan, which offers eligible employees the opportunity to acquire Michelin shares on preferential terms. The Michelin Group's intention is to offer this plan on an annual basis.
19. WHAT IS THE BENEFIT FOR AN EMPLOYEE WHO HAS PARTICPATED IN THE LAST CAMPAIGN TO PARTICIPATE IN BIB'ACTION AGAIN?
By subscribing to the BIB'Action employee share ownership plan, an employee once again benefits from Michelin shares at an advantageous price compared to the stock market price, thanks to a discount and a matching contribution from the Company. It is also an opportunity to weigh the cost of your investment and diversify your assets. A regular participation allows you to acquire Michelin shares at a subscription price set for each plan, which may be higher or lower depending on the plan, which will have the effect of smoothing out the risk associated with an investment in shares.
20. HOW MANY ACTIONS ARE OFFERED TO ELIGIBLE EMPLOYEES?
The number of shares offered corresponds to a percentage of the share capital, voted at the General Meeting of Shareholders and set by the Manager.
OFFER
21. WHAT DOES THE BIB'ACTION OFFER CORRESPOND TO?
BIB'Action allows eligible employees to buy Michelin shares, on advantageous terms, thanks to: • discount on the reference price, • financial assistance from the Company in the form of free shares in respect of the matching contribution on the first shares purchased, • payment facilities granted to employees, defined at the country level, • the Company will cover the costs of managing the shares.
22. WHAT IS THE REFERENCE PRICE?
The reference price is used to calculate the subscription price. It is equal to the average of the opening prices of the Michelin share during the 20 trading days preceding the day on which the subscription price is set by the Group Manager. This price remains fixed throughout the subscription period.
23. HOW IS THE SUBSCRIPTION PRICE DEFINED?
The subscription price is equal to the reference price to which a discount defined in the offer of each plan has been applied by the Management Company.
24. WHEN IS THE SUBSCRIPTION PRICE KNOWN?
The announcement of the subscription price is scheduled one day before the opening of the subscription. It is communicated to employees by means of posters on the Michelin websites and on the shareaction.michelin.com website.
25. WILL THE SUBSCRIPTION PRICE CHANGE IF THE MICHELIN SHARE PRICE CHANGES DURING THE SUBSCRIPTION PERIOD?
No. The subscription price, in euros or in the currency of each country, will remain the one set, as specified in the question 'how is the subscription price defined?', regardless of the evolution of the stock market price and of each currency. The employee's investment is then subject to the evolution of the share price and the exchange rate (countries outside the euro zone) upwards and downwards during the duration of his investment.
ELIGIBILITY
26. WHO CAN SUBSCRIBE?
To be eligible, employees must: Have an employment contract with a Group company that is a member of the Group Savings Plan (PEG) or the International Group Savings Plan (PEGI), Have at least 3 months of continuous or discontinuous seniority (from 1 January of the previous year) on the day the subscription opens Still be an employee of the company on the day they are subscribed.
27. IS THE FACT THAT YOU HAVE WORKED FOR THE GROUP FOR MORE THAN THREE MONTHS ON A PAID BASIS SUFFICIENT?
No, in order to be eligible for BIB'Action, the person concerned must have been considered an employee (with an employment contract). For example, in France, interns who have signed an internship agreement receive an allowance that appears on a pay slip but are not employees. They are therefore not eligible.
28. CAN EMPLOYEES WHOSE EMPLOYMENT CONTRACT IS SUSPENDED SUBCRIBE?
Employees whose employment contract is suspended* but who have at least 3 months' continuous or discontinuous seniority (since 1 January N-1 in accordance with French legislation) in one of the companies within the scope of the BIB'Action plan for the current year, may subscribe to the offer. The subscription of the employees concerned will then be capped at a quarter of the annual social security ceiling. *Examples: illness, maternity leave, paternity leave, adoption leave, sabbatical leave, etc.
29. CAN EXPATRIATES AND SECONDED PEOPLE SUBSCRIBE?
Expatriate employees are eligible provided that they work for a company that is part of the scope of the plan and has joined the PEG or PEGI. They will receive a subscription kit with information on the taxation of the host country and will subscribe like local employees. Seconded employees are also eligible. They will receive a subscription kit in English and will subscribe in euros, through the Michelin Global Mobility (MGM) company to which they are attached.
30. CAN EMPLOYEES WHO HAVE LEFT THE GROUP SUBSCRIBE?
No, they are not eligible.
31. CAN EMPLOYEES ON FIXED-TERM CONTRACTS SUBSCRIBE?
Yes, because eligibility does not depend on the type of employment contract. They are eligible under the same conditions as those described in the question 'who can subscribe', namely: • be registered in the workforce of one of the companies within the scope of the operation • have accumulated 3 months of seniority on the first day of the subscription period • always be present on the day of their subscription. The three-month seniority is assessed from 1 January of the previous year. It can be continuous or discontinuous, acquired during several contracts and possibly within several companies of the Group.
32. CAN EMPLOYEES WHO LEAVE THE GROUP DURING THE SUBSCRIPTION PERIOD SUBSCRIBE?
Yes, as long as they are still present in the workforce on the day of their subscription and they met the eligibility condition at the time of their subscription.
33. CAN EMPLOYEES WITH A NOTICE OF DEPARTURE SUBSCRIBE?
Yes, employees on notice of departure can subscribe, as long as they are still present in the workforce on the day of their subscription and they met the eligibility conditions at the time of their subscription.
34. CAN AN EMPLOYEE SUBSCRIBE FOR SHARES FOR SOMEONE ELSE?
This offer is strictly reserved for eligible employees only. It is a personal right that cannot be transferred to a third party, even to a colleague or a member of the employee’s family. Only a subscription relay may subscribe on behalf of other employees as part of their mission, in the event that the employee concerned cannot carry out his or her subscription on his or her own.
SUBSCRIPTION
35. WHY ARE THE SUBSCRIPTION DATES INDICATIVE?
The decision to launch BIB'Action will be final when the subscription price is set by the Manager. Before this decision, the Manager reserves the right not to open the subscription period of the offer or to modify its terms.
36. HOW TO SUBSCRIBE?
Employees have the choice between two subscription methods: Online, by connecting via their mobile, tablet or computer, to the shareaction.michelin.com website, By filling out a paper subscription form. To be valid, this newsletter must be submitted at the latest on the last day of the subscription period to a BIB'Action communication relay on your site.
37. WHAT IS THE MINIMUM INVESTMENT?
The minimum investment is equivalent to the price of a share, minus the discount.
38. WHAT IS THE MAXIMUM INVESTMENT?
The maximum amount of investment in BIB'Action corresponds to a % of your gross annual remuneration (net for employees seconded from MGM) for the previous year, defined by the legislation in force in your country. For all employees, regardless of the country, the subscription may not exceed a maximum of 2,000 shares.
39. IS IT POSSIBLE TO CANCEL THE SUBSCRIPTION?
Any subscription can be modified during the subscription period, either directly via the subscription tool or via a paper form given to the BIB'Action relays. At the end of the subscription period, no further changes will be possible and your subscription will become irrevocable. The employees undertake to pay in full for the shares subscribed to.
40. IS THE EMPLOYEE'S SUBSCRIPTION CONFIDENTIAL?
Yes, absolutely. In the case of an online subscription, confidentiality is preserved and the subscription area is secure. In the context of a paper subscription, the relays who will have knowledge of personal information relating to employees are subject to a confidentiality clause.
41. IF THE SUBSCRIPTION REQUESTS ARE HIGHER THAN THE TOTAL AMOUNT OF SHARES VOTED AT THE GENERAL MEETING, WHAT HAPPENS?
In the event that the total demand for Michelin shares exceeds the number of shares offered, the highest subscription requests will be reduced by successive cappings. This decrease will continue until the total number of shares reaches the number of shares proposed. In countries where a specific underwriting limit must be respected, the local discount will be made in accordance with the rule set out above, before proceeding with a reduction in all countries, if applicable.
42. WHO IS THE POINT OF CONTACT AFTER SUBSCRIBING TO BIB'ACTION?
The shareaction.michelin.com site is at your disposal. For more information, you can also contact the Michelin employee share ownership team at compte-fonction.infoshareholder@michelin.com or the employee share ownership correspondent dedicated to your entity. Finally, for any questions relating to the management of your account, Societe Generale's 'Nomilia' platform is available: 1 844 890 5676 (USA and Canada) +33 2 51 85 67 89 (all other countries).
PAYMENT
43. HOW DO I PAY FOR SHARES SUBSCRIBED UNDER BIB'ACTION?
Payment methods vary by country. To find out about them, consult the subscription form or the local supplement available on the shareaction.michelin.com website, or contact one of the communication relays of your site, during the BIB'Action campaign.
44. HOW DO I PAY FOR SHARES IN THE EVENT OF TERMINATION OF THE EMPLOYMENT CONTRACT?
In the event of termination of the employment contract, for any reason whatsoever (early retirement, retirement, dismissal, resignation, settlement), the remaining amount due must be repaid early. Employees who plan to leave the Group before the end of the repayment of the advance must be aware that they will have to repay all of their due at the time of their departure: or by mobilizing a sum of money (either from their available savings, or from the possible compensation they will receive at that time, or others...), or by requesting an early release of their shares once they have been allocated to the employee.
45. IN THE EVENT OF A SALARY DEDUCTION IN SEVERAL INSTALMENTS, DOES THE EMPLOYEE HAVE TO PAY INTEREST?
It depends on the legislation in force in his country. To be sure, you should consult the subscription form or the local supplement on the shareaction.michelin.com website. If this is the case, the rate used is the legal interest rate set by the country for the current year.
TAXATION
46. ARE STOCKS TAXABLE?
The employees concerned should consult the local supplement attached to the subscription form to find out about the legislation applying in countries outside France. The subscription, the possible payment of dividends as well as any capital gains may be subject to tax and social security contributions depending on the country. For employees in France, it is advisable to consult the BIB'Action brochure. A tax guide is also available under Sharinbox https://sharinbox.societegenerale.com/fr/titulaires/
47. ARE THE DISCOUNT AND THE MATCHING CONTRIBUTION TAXABLE?
In a number of countries, the discount and the matching contribution may be taxable at the time of subscription and the subscriber must, at the time of subscription, assume the financial and tax consequences. Please consult your local supplement to find out the tax consequences of your investment (or the brochure for France).
FRANCE
48. CAN EMPLOYEES UNDER 18 SUBSCRIBE?
Emancipated minor employees (under 18) with at least 3 months' continuous or discontinuous seniority (since January 1 N-1 in application of French legislation) in one of the companies included in the BIB'Action plan for the current year, may subscribe to the offer.
• Non-emancipated minors (under 18) with at least 3 months' continuous or discontinuous service (since January 1 N-1 under French law) in one of the companies covered by the current year's BIB'Action plan may not subscribe to capital increases. Subscribing to a capital increase is an administrative act under Decree no. 2008-1484 of December 22, 2008, which must be exercised by one or other of the parents.
• Consequently, for employees who are not emancipated minors, the paper subscription form downloadable from the shareaction.michelin.com website must be signed by one of the parents, with the following wording:
• "I, the undersigned, Mr./Mrs. [xxx], father/mother of xxx, holder of parental authority, hereby decide to subscribe for Michelin shares in the BIB'Action 2025 program, on behalf of my son/daughter xxx, unemancipated minor."
• Employees who are minors may subscribe to the offer only with the paper subscription form. To be valid, this form must be handed in to a BIB'Action relay at your site before the end of the subscription period.