PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been or will be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the European Economic Area ("EEA"). For the purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point

  1. of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes, or otherwise making them available, to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been or will be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the UK. For the purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA, as amended (the "UK PRIIPs Regulation") for offering or selling the Notes, or otherwise making them available, to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE

COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 19 of the Guidelines on MiFID II product governance requirements published by ESMA on 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE

COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) 600/2014 as it forms part

of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

2

Final Terms dated 14 May 2024

COMPAGNIE GENERALE DES ÉTABLISSEMENTS MICHELIN

(the "Issuer")

Issue of

€500,000,000 3.125 per cent. Notes due 16 May 2031

Under the

Euro 15,000,000,000

Euro Medium Term Note Programme

for the issue of Notes

SERIES NO: 1

TRANCHE NO: 1

Managers

BNP PARIBAS

BOFA SECURITIES

CITIGROUP

CRÉDIT AGRICOLE CIB

CIC MARKET SOLUTIONS

DEUTSCHE BANK

HSBC

MUFG

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

3

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 6 December 2023 which has been approved by the Autorité des marchés financiers (the "AMF") on 6 December 2023 under No. 23-505 and the supplement to the Base Prospectus dated 30 April 2024 which has been approved by the AMF on 30 April 2024 under No. 24- 126 (the "Supplement") which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and supplemented (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant information. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as supplemented by the Supplement. The Base Prospectus and the Supplement are available for viewing on the website of the AMF (www.amf-france.org), on the Issuer's website (www.michelin.com) and copies may be obtained from the Issuer at 23, place des Carmes-Déchaux, 63000 Clermont-Ferrand, France.

1.

Issuer:

Compagnie Générale des Établissements Michelin

2.

(i)

Series Number:

1

(ii)

Tranche Number:

1

3.

Specified Currency or Currencies:

Euro ("€")

4. Aggregate Nominal Amount:

(i)

Series:

€500,000,000

(ii)

Tranche:

€500,000,000

5.

Issue Price:

99.438 per cent. of the Aggregate Nominal Amount

6.

Specified Denomination:

€100,000

7.

(i)

Issue Date:

16 May 2024

(ii)

Interest Commencement Date:

Issue Date

8.

Maturity Date:

16 May 2031

9.

Interest Basis:

3.125 per cent. Fixed Rate

(further particulars specified below)

10.

Redemption/Payment Basis:

Subject to any purchase and cancellation or early

redemption, the Notes will be redeemed on the Maturity

Date at 100.00 per cent. of their nominal amount

11.

Change

of

Interest

or

Not Applicable

Redemption/Payment Basis:

4

12. Put/Call Options:

13. (i) Status of the Notes:

  1. Date of corporate authorisations for issuance of Notes obtained:

Make-Whole Call Option

Residual Maturity Call Option

Clean-up Call Option

Put Option in case of Change of Control Event (further particulars specified below) Unsubordinated/Senior

Decision of Mr. Yves Chapot, Gérant, dated 7 May 2024

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions

  1. Rate of Interest:
  2. Interest Payment Date:
  3. Fixed Coupon Amount:
  4. Broken Amount(s):
  5. Day Count Fraction (Condition 5(a)):
  6. Determination Dates (Condition 5(a)):

15. Floating Rate Note Provisions

  1. Zero Coupon Notes provisions
  2. Inflation Linked Notes Provisions

PROVISIONS RELATING TO REDEMPTION

Applicable

3.125 per cent. per annum payable in arrear on each Interest Payment Date

16 May in each year, from and including 16 May 2025 to and including the Maturity Date (not adjusted)

€3,125 per €100,000 in nominal amount Not Applicable

Actual/Actual - ICMA

16 May in each year

Not Applicable

Not Applicable

Not Applicable

18.

Call Option

Not Applicable

19.

Make-Whole Call Option (Condition 6(c))

Applicable

(i)

Notice period:

As per Condition 6(c)

(ii)

Reference Bond:

DBR 0% 15-Feb-31 (ISIN: DE0001102531)

(iii)

Reference Dealers:

As per Condition 6(c)

(iv)

Similar Security:

As per Condition 6(c)

(v)

Redemption Rate:

As per Condition 6(c)

5

(vi)

Redemption Margin:

0.15 per cent.

20.

Acquisition

Event

Call

Option

Not Applicable

(Condition 6(d))

21.

Residual

Maturity

Call

Option

Applicable

(Condition 6(e))

(i)

Residual Maturity Call

Option

16 February 2031

Start Date:

  1. Early Redemption Amount €100,000 per Note of €100,000 Specified
    Denomination

22.

Clean-Up Call Option (Condition 6(k))

Applicable

(i)

Clean-Up Percentage

80 per cent.

(ii)

Early Redemption Amount

€100,000

per Note of €100,000 Specified

Denomination

23.

Put Option (Condition 6(f))

Not Applicable

24.

Final Redemption Amount of each Note

€100,000

per Note of €100,000 Specified

Denomination

  1. Inflation Linked Notes - Provisions
    relating to the Final Redemption Not Applicable Amount
  2. Early Redemption Amount

(i)

Early Redemption Amount(s)

€100,000 per Note of €100,000 Specified

of each Note payable on

Denomination

redemption

for

taxation

reasons

(Condition

6(i)), on

event of default (Condition 9):

(ii)

Redemption

for

taxation

Yes

reasons

permitted

on

days

others than Interest

Payment

Dates (Condition 6(i)):

(iii)

Unmatured

Coupons

to

Not Applicable

become

void

upon

early

redemption

(Materialised

Bearer Notes only) (Condition

6(h)):

27.

Inflation Linked Notes - Provisions relating

Not Applicable

to the Early Redemption Amount:

6

GENERAL PROVISIONS APPLICABLE TO THE NOTES

28.

Form of Notes:

Dematerialised Notes

(i)

Form of

Dematerialised

Bearer dematerialised form (au porteur)

Notes:

(ii)

Registration Agent:

Not Applicable

(iii)

Temporary

Global

Not Applicable

Certificate:

(iv)

Applicable

TEFRA

Not Applicable

exemption:

29.

Financial Centre(s) (Condition 7(h))

Not Applicable

or other special provisions relating

to Payment Dates:

30. Talons for future Coupons to be No attached to Definitive Notes (and dates on which such Talons mature):

31.

Redenomination, renominalisation

Not Applicable

and reconventioning provisions:

32.

Consolidation provisions:

Not Applicable

33.

Representation of holders of Notes

Masse

Masse (Condition 11):

Name and address of the Representative:

Aether Financial Services 36 rue de Monceau 75008 Paris

France

Attention: Mr Henri-Pierre Jeancard / Mrs Fatim

Mami Bakayoko

Email: hpjeancard@aetherfs.com / fbakayoko@aetherfs.com/ agency@aetherfs.com

The Representative will receive a remuneration of €400 per year.

7

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: ...................................................

Duly authorised

8

PART B - OTHER INFORMATION

1. Listing and Admission to Trading

(i)

Listing:

Euronext Paris

(ii)

Admission to trading:

Application has been made for the Notes to be

admitted to trading on the regulated market of

Euronext Paris with effect from the Issue Date.

(iii)

Estimate of total expenses

€7,240

related to admission to

trading:

2.

Ratings

Ratings:

The Notes to be issued are expected to be rated:

S&P Global Ratings Europe Limited ("S&P"): A-

Fitch Ratings ("Fitch"): A-

Each of S&P and Fitch is established in the

European Union and registered under Regulation

(EC) No 1060/2009, as amended (the "CRA

Regulation") and is included in the list of credit

rating agencies registered in accordance with the

CRA Regulation published on the European

Securities and

Markets Authority's

website

(www.esma.europa.eu/credit-rating-

agencies/cra-authorisation).

Each of S&P and Fitch is not established in the

United Kingdom and has not applied for

registration under Regulation (EC) No 1060/2009

as it forms part of domestic law by virtue of the

European Union (Withdrawal) Act 2018 (the "UK

CRA Regulation"), but is endorsed by S&P

Global Ratings UK Limited and Fitch Ratings

Limited, respectively, each of which is established

in the United Kingdom, registered under the UK

CRA Regulation and is included in the list of credit

rating agencies registered in accordance with the

list of registered and certified credit ratings

agencies published on the website of the UK

Financial

Conduct

Authority

(https://www.fca.org.uk/markets/credit-rating-

agencies/registered-certified-cras).

According to S&P's rating system, an obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher- rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. The addition of pluses and

9

minuses provides further distinctions within the ratings range.

According to Fitch's rating system, an obligation rated "A" is of low default risk. The capacity for the payment of financial obligations is strong, but of lesser credit quality than AA. It may be vulnerable to adverse business or economic conditions. All rating categories other than AAA and D also contain subcategories "(high)" and "(low)". The absence of either a "(high)" or "(low)" designation indicates the rating is in the middle of the category.

  1. Interests of Natural and Legal Persons Involved in the Issue
    Save for the fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
  2. Use of Proceeds and Estimated Net Amount

(i) Use of Proceeds:

The net proceeds of the issue of the Notes will be

used for general corporate purposes

  1. Estimated net amount of the €495,190,000 proceeds:

5. Yield

Indication of yield:

3.216 per cent. per annum

The yield is calculated at the Issue Date on the

basis of the Issue Price. It is not an indication of

future yield.

6. Operational Information

ISIN:

FR001400Q486

Common Code:

282047080

Depositaries:

(a)

Euroclear France to act as

Yes

Central Depositary:

(b)

Common Depositary for

No

Euroclear and Clearstream:

Any clearing system(s) other than

Not Applicable

Euroclear

France, Euroclear Bank

SA/NV and Clearstream Banking SA

and

the

relevant identification

number(s):

Delivery:

Delivery against payment

10

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Compagnie Générale des établissements Michelin SA published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 08:43:09 UTC.