Michelin couv courteGB

The dividends paid for the three previous financial years are stated below:
Shareholders are also invited to approve the Consolidated
Financial Statements, which show net income of
€527,162,667.51.
Moreover, pursuant to changes to the taxation of long-term
capital gains made by the French finance amendment
legislation for 2004, we propose to transfer to an ordinary
reserve account an amount of €200,000,000 taken from the
special long-term capital gains reserve. At December 31, 2004,
the special long-term capital gains reserve stood at
€1,081,419,039.
We also wish to submit to your approval appointment of two
new members to the Supervisory Board, Mrs. Laurence Parisot
and Mr. Patrick Cox. Both are of outstanding competence
and have wide-ranging experience and know-how. Their
contribution to Michelin’s future development as members of
the Supervisory Board’s mission would undoubtedly be very
significant. The Supervisory Board was actively involved in the
selection of both candidates, whom it heard at length.
Mrs. Laurence Parisot, age 45, is CEO of Optimum and Groupe
IFOP.
Mr. Patrick Cox, age 52, is former Chairman of the European
Parliament from 2002 to 2004, and currently Managing Partner
of the American Company “European Integration Solutions
LLC”.
As a result of their appointment, the Supervisory Board would
comprise seven members, six of whom, independent.
This follows the decision of Mr. Grégoire Puiseux, whose term
as Supervisory Board member is due to expire at the Annual
Shareholders Meeting. For personal reasons, Mr. Grégoire
Puiseux does not seek the renewal of his mandate. An active
Board member for the last fifteen years, Mr. Grégoire Puiseux
has displayed an acute sense of the Company’s values. We
would like to express our appreciation for his contribution to
the Board’s mission.
As in previous years, we propose to renew the authorization
for the Company to transact its own shares. This renewal is for
a period of eighteen months capped at 10% of the Company’s
equity.
We propose to set a ceiling of €70 for the purchase price and
a threshold of €40 for the minimum selling price.
While the purpose of such a share buy back program is
unchanged, under the new regulations, the Company’s
transactions on the equity markets will henceforth be
Strategy • Fundamentals • Businesses • Résultats Earnings
Proposed Resolutions
Financial year Total Dividend Tax credit (1) Total revenue
dividend
(in euros)
2001 114,508,492.05 0.85 0.43 1.28
2002 131,867,238.90 0.93 0.465 1.395
2003 133,349,933.25 0.93 0.465 1.395
(1) The tax credit was removed effective January 1, 2005 by the French financial law of 2004
mandatorily conducted by an authorized investment broker,
acting independently under a liquidity contract.
This authorization would replace that granted for the same
purpose by the Annual Shareholders Meeting of May 14, 2004.
By virtue of previous authorizations, the Group purchased
500,192 shares in 2004, at an average price €39.96, and sold
655,584 shares at an average price of €41.83.
Shareholders are reminded that, following the sale of 235,728
shares in December 2004 via an authorized broker, the
Company no longer holds any treasury stock.
As part of the Joint Shareholders Meeting of May 20, 2005 you
will be asked to approve our proposal to appoint a third Joint
Managing Partner, Mr. Michel Rollier and to make him a
General Partner.
Mr. Michel Rollier, age 60, joined Michelin in 1996 when he
was appointed head of the Legal Department and of
Management Control. He became Chief Financial Officer in
1999 and member of the Group’s Executive Board. Over the
years, we worked in close collaboration with Mr. Michel Rollier.
We value his competence, his human skills and his dedication
to the overall interests of the Company. We forged our
conviction that he has all the qualities to contribute with us to
the strength and efficiency of the Company’s Management.
This proposal prepares, in a spirit of continuity, the retirement
of Mr. René Zingraff in the future.
Finally, we propose to amend Article 22 of the Company’s
bylaws which provides for double voting rights for French
and those from EU Member States who have held their shares
for over four years.
Tires are long lifecycle products. Our markets, investments and
research all require a long-term view and involve decisions
whose outcome may materialise only after several years. We
therefore believe it fair that Shareholders who have held their
shares in the Company for over four years, thus displaying a
willingness to commit resources and share risk with the
Company over time, should have a greater say on Michelin’s
strategic decisions through a double voting right. The double
voting right is modern in that it reflects the time frame within
which companies can fulfil their responsibilities and contribute
to sustainable development. Today’s Michelin is a global Group
in terms both of its business and share ownership structure.
With this in mind, we propose to extend double voting rights
to all Shareholders, by deleting the now obsolete nationality
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