COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN

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BYLAWS

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Société en commandite par actions (Company Limited by shares) with a share capital of

356,515,568 Euros

Registered office: 23, Place des Carmes-Déchaux

CLERMONT-FERRAND(Puy-de-Dôme)

Clermont-Ferrand Trade and Companies Register under number 855 200 887

SIRET No.: 855 200 887 00021 - APE: 7010Z

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Updated on 12 November 2020

TITLE ONE

1. CORPORATE PURPOSE - CORPORATE NAME- TERM - REGISTERED OFFICE Article 1

A company limited by shares ("société en commandite par actions") shall exist between the General Partner(s) ("associé(s) commandité(s)") and the other owners of shares who are Shareholders ("associés commanditaires" - Limited Partners).

Mr. Florent MENEGAUX, Managing General Partner,

SOCIETE AUXILIAIRE DE GESTION ″SAGES″, a simplified joint stock company ("société par actions simplifiée") ("SAS"), with a capital of forty thousand Euros having its registered offices in Clermont-Ferrand(Puy-de-Dôme, France),

Shall be General Partners, fully and jointly liable.

The Company governed by these Bylaws was established in 1863 by BARBIER, DAUBREE et Cie, and has had the following corporate names: E. DAUBREE et Cie - J.-G. BIDEAU et Cie - MICHELIN et Cie - PUISEUX, BOULANGER et Cie - Robert PUISEUX et Cie - MICHELIN et Cie.

Article 2

The corporate purpose of the Company consists in:

    • All operations and activities directly or indirectly associated with the production, manufacture and sale of rubber, at all stages of manufacture, in all forms and for all uses;
  • All industrial, commercial and financial operations regarding in particular:
  • tires, tire components, tire accessories and manufactured rubber in general,
  • mechanical engineering in all its applications, and in particular motor vehicles and industrial vehicles, components, spare parts and accessories
  • the manufacture, sale and use of natural or synthetic chemicals and of their derivatives, in particular the various sorts of elastomers, plastics, fibers and resins, and generally all activities and products of the chemical industry, in particular those relating to the products and operations described above;
  • the filing, acquisition, use, transfer or sale of any intangible property rights, and in particular patents and related rights, trademarks, manufacturing processes relating to the corporate purpose;
  • to be carried out directly, as well as through equity interests, creation of new companies, joint venture companies ("sociétés en participation"), Economic Interest Groups ("Groupements d'intérêt économique"("GIE")), contributions, partnerships ("commandites"), subscription, purchase or exchange of securities or interests in all businesses having activities related to the aforementioned purposes, or by way of merger or otherwise ;
  • and generally all commercial, industrial, real estate, moveable property and financial operations related directly or indirectly, in whole or in part, to any of the purposes specified above or to any similar or related purposes.

Article 3

The corporate name of the Company is:

"COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN"

All deeds and documents issued by the Company and intended for third parties must include this name.

Article 4

The term of the Company shall expire on December 31, 2050, except in the event of early dissolution or of extension provided by the Law and these Bylaws.

Article 5

The Company's registered office shall be located at 23, Place des Carmes-Déchaux, Clermont- Ferrand in the department of the Puy-de-Dôme.

TITLE TWO

SHARE CAPITAL - SHARES

Article 6

The Company's share capital is three hundred and fifty-six million, five hundred and fifteen thousand, five hundred and sixty-eight (356,515,568) Euros, divided into one hundred and seventy-eight million, two hundred and fifty-seven thousand, seven hundred and eighty-four (178,257,784) shares having a par value of two (2) Euros each, fully paid up.

In the event of a capital increase by subscription in cash, if the shares are not fully paid upon subscription, the owners of these shares shall pay the balance of the subscription price, in whole or in part, upon request of the Managers given with two months' advance notice.

In the absence of a payment by the Shareholder on the dates set by the Manager(s), the provisions of Articles L.228-27 and subsequent articles of the French Commercial Code and Articles R- 228-24 and subsequent articles of the Commercial Code shall apply.

In the event of the dissolution of the Company before all the shares are fully paid up, the holders of shares in respect of which a payment due has not been fully made shall not be entitled to participate in any distribution of assets until the unpaid balance due in respect of their shares has been paid to the Company.

Article 7

The shares are registered and entered in the Company accounts; the same provisions shall apply to bonds issued by the Company in registered form or converted into this form. When bonds are in bearer form, the accounts are kept by an authorized intermediary.

Each share of the Company is indivisible vis-à-vis the Company.

Co-owners of undivided interests in shares must be represented before the Company and in Shareholders Meetings by one of the co-owners, by his/her spouse or by a single Shareholder proxy.

In the event of a disagreement among co-owners of undivided interests in shares, the proxy chosen from among the Shareholders is appointed by the President of the Commercial Court (Tribunal de Commerce) ruling in a summary procedure at the request of the most diligent co-owner.

Voting rights shall be exercised by the owner of the shares which are pledged, by the beneficial owner ("usufruitier") in Ordinary Shareholders Meetings, and by the record owner ("nu propriétaire") in Extraordinary Shareholders Meetings.

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Compagnie Générale des établissements Michelin SA published this content on 12 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2020 10:06:01 UTC