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Managing Partners’ special Report on stock options To the Shareholders, The Extraordinary Shareholders’ Meeting of May 18, 2001 authorized the Managing Partners to set up one or several stock option plans for the management of the Company and related entities. The plans are governed by the provisions of Article L 225-180 of the Commercial Code. Two share subscription option plans were carried out in 2004, giving rise to allocation of 309,000 options which, when exercised, would give rise to the issue of an equal number of shares with a par value of €2. In connection with the first plan, 179,900 options, callable from May 17, 2008, were granted at a price of €40.00 and, in connection with the second plan, 129,100 options, callable from July 5, 2008, were granted at a price of €44.50. As part of the first such plan reviewed by your Supervisory Board, the options were granted to the following beneficiaries: Clermont-Ferrand, March 10, 2005 Strategy • Fundamentals • Businesses • Résultats Earnings Managing Partners’ special Report on stock options • Corporate officers: ten thousand options granted to each Managing Partner, • Other managers: seven thousand options granted to the ten managers other than corporate officers who received the largest number of options. Grantees were Messrs. Michel Caron, Thierry Coudurier, Hervé Coyco, Jean-Marc François, Jim Micali, Didier Miraton, Jean Moreau, Michel Rollier, Christian Tschann and Bernard Vasdeboncoeur, members of the Group Executive Board. None of these options were exercised en 2004 and no options were granted to the above-named persons in connection with the second plan. The term of the authorization dated May 18, 2001 has expired on July 17, 2004. A new authorization to grant stock options to the management of the Company and related entities was given by the Joint Shareholders’ Meeting of May 14, 2004. The number of stock options which could be raised by exercise has been capped at 2,000,000, or 1.40% of the equity; this authorization has not been used to date. Edouard Michelin René Zingraff 108•109
Statutory Auditors Under French law, the accounts of listed companies are required to be audited each year by two independent Statutory Auditors, to obtain assurance that the Financial Statements have been properly prepared and comply with the true and fair view principle. The Statutory Auditors are appointed by the Annual Shareholders’ Meeting for a six-year term and can be re-appointed when their term expires. The Statutory Auditors of Compagnie Générale des Etablissements Michelin, the holding Company of the Michelin group are: • PricewaterhouseCoopers Audit Address: 32, rue Guersant – 75017 Paris Substitute Statutory Auditor: Pierre COLL, Partner of PricewaterhouseCoopers Audit. • Corevise Address: 20bis, rue Boissière – 75116 Paris Substitute Statutory Auditor: Jacques ZACKS, Partner of Corevise. This audit firm practices in France. It does not have offices in any other country. No legal or financial dependence exists between the two Statutory Auditors or their audit firms. The Statutory Auditors were appointed by the Annual Shareholders’ Meeting of May 14, 2004. Their term of office expires at the end of the 2010 Annual Shareholders’ Meeting called to approve the accounts for the year ended December 31, 2009. The following table sets out details of fees paid in 2004 by Michelin Group to its Statutory Auditors and contractual auditors. CGEM consolidates 280 subsidiaries in 60 countries. The financial statements of each of these subsidiaries are audited in their respective countries by contractual auditors who may or may not be members of a worldwide network of audit firms. Table of fees paid to Statutory Auditors of Compagnie Générale des Etablissements Michelin (CGEM) Year 2004 (in thousands of Euros) C.G.E.M. Statutory Auditors Contractual auditors Total Dominique Paul Stéphane Marie (Pricewaterhouse Coopers) (Corevise) France Outside France France 1/ Audit Services A/ Statutory Auditors 4,199 352 2,623 7,174 France 734 352 175 1,261 (including CGEM) (157) (157) 0 (314) Outside France 3,465 0 2,448 5,913 B/ Other matters 0 82 0 140 222 Sub-total Audit Services (1) 2/ Consulting (other than France) 4,281 352 2,763 7,396 A/ Legal and tax 0 409 0 1,881 2,290 B/ Information technology 0 0 0 66 66 C/ Internal audit 0 2 0 25 27 D/ Other 20 68 0 696 784 Sub-total Consulting (2) 20 479 0 2,668 3,167 Total 4,780 352 5,431 10,563
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Contents 1 • Michelin, a better w
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Simplified corporate organization c
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China, India, Russia: The Group ope
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The safer the factory, the more eff
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Cut pollution, promote safety: We a
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Message from Edouard Michelin “ i
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Management Managing Partners 1 •
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Audit Supervisory Board* 1 • Eric
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Financial year 2004 Key Figures Eco
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Financial year 2004 Key Figures 399
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Michelin Share Performance 3 rd bes
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Michelin’s Corporate Governance S
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Michelin’s strategy Remain the le
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World tire industry and markets Rep
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World tire industry and markets The
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• Porsche France delivered its fi
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In North America, Michelin and BFGo
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• In the United States, the Miche
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• In an original equipment market
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4,637 4,859 02 03 04 Net sales of O
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Agriculture gained market share in
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• During 2004, all of Viborg’s
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• Used with a GPS antenna, ViaMic
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Strategy ● Michelin is a world-cl
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2004 Group earnings analysis Michel
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Operating Income: year-on-year chan
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4,926 4,881 00 01 02 03 04 Net long
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Prospects for 2005 In 2004, in a ch
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2001 2000 1999 1999* 1998* 1997* 19
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Strategy • Fundamentals • Busin
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The dividends paid for the three pr
Page 64 and 65: Strategy • Fundamentals • Busin
Page 66 and 67: • Latest Technology Center innova
Page 68 and 69: segregation of functions and strict
Page 70 and 71: CONSOLIDATED STATEMENTS STATUTORY A
Page 76 and 77: c) Property, plant and equipment Pr
Page 82 and 83: 3.1.2. The second contention arises
Page 84 and 85: 4. Investments Strategy • Fundame
Page 86 and 87: 10. Changes in Shareholders’ equi
Page 88 and 89: The following table presents a reco
Page 90 and 91: 13.3. Summary of the financial situ
Page 92 and 93: 13.4.1. Regional breakdown of the f
Page 94 and 95: 13.5. Changes in financial statemen
Page 98 and 99: 21. Segment information Strategy
Page 102 and 103: Michelin Group used the following o
Page 104 and 105: 3.2.2. Impact on the presentation o
Page 106 and 107: 4.3. Reconciliation of balance shee
Page 112 and 113: Stock options Since the stock optio
Page 116 and 117: Risk Management Michelin adopts a p
Page 118 and 119: Future cash flows from these long-t
Page 120 and 121: Limited industrial hazards The main
Page 122 and 123: Economic performance target Since 1
Page 124 and 125: Spanish plans, as well as payment o
Page 126 and 127: Fixed-term Contracts In 2004, fixed
Page 128 and 129: up of negotiating groups on sub-con
Page 130 and 131: • provide education and training
Page 132 and 133: 3 - Data recap table 2004 2003 Obse
Page 134: Individual Shareholder Relations An
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