MICHELIN - 2008 ANNUAL REPORT

Description of the share buyback
program subject to authorization
of the Joint Annual Shareholders’
Meeting of May 15, 2009
This description was drawn up pursuant to articles 241-1 and
following of Règlement Général de l’Autorité des Marchés
Financiers (General rules governing French financial markets) and
pursuant to the provisions of European Regulation N o 2273/2003
of December 22, 2003.
DATE OF THE ANNUAL SHAREHOLDERS MEETING REQUESTED TO
AUTHORIZE THE SHARE BUYBACK PROGRAM
May 15, 2009.
NUMBER OF SECURITIES AND CAPITAL SHARES DIRECTLY OR
INDIRECTLY HELD
At the date of publication of this description, the Company did
not hold, either, directly or indirectly, any treasury stock and had
no liquidity contract with an investment service provider.
OBJECTIVES OF THE NEW SHARE BUYBACK PROGRAM BY
DECREASING ORDER OF PRIORITY
Regulation of the Stock Market share price or share liquidity by
an investment service provider under a liquidity contract drafted
in accordance with the ethical practices charter adopted by the
AMF;
The allocation of shares to Company and its subsidiaries
employees and executives pursuant to the applicable legal
provisions, especially concerning stock option calls and free
allocation of existing shares, or in the event of share contributions
to operations reserved to employees;
Delivery of shares upon calling of rights attached to marketable
securities giving access to the Company’s capital;
Custody, transfer, exchange or contribution as settlement as
part of external growth operations;
MAXIMUM SHARE OF CAPITAL, MAXIMUM NUMBER AND CHARACTERIS-
TICS OF SHARES THE COMPANY PROPOSES TO ACQUIRE AND MAXIMUM
PURCHASE PRICE
The maximum portion of capital the Company would be entitled
to acquire is set at 10% of the total number of existing shares
or 14,499,742 shares at the date of this description. Based on
the maximum price of € 100 per share and in light of the fact
that the Company does not currently hold any treasury stock,
this corresponds to a maximum theoretical investment of
€ 1,449,974,200.
In accordance with the law, where shares are bought back in
order to be allocated to the first objective above, the number
of shares taken into account for the purposes of calculating the
10% limit is the number of shares bought back less the number
of shares sold during the course of the program.
Pursuant to provisions of article L.225-210 of the French
Commercial Code, the value of the overall number of shares the
Company would accordingly hold would be capped to the amount
of available reserves recorded in the corporate financial statements
as at December 31, 2008, excluding the legal reserve.
BUYBACK PROGRAM DURATION
18 months from the May 15, 2009 Joint Shareholders Meeting
approval, or until November 15, 2010 included.
OPERATIONS INVOLVING ACQUISITION, SALE OR TRANSFER
AS PART OF THE PREVIOUS SHARE BUYBACK PROGRAM
In 2008, no such operation was concluded.
Other Information
Additional Information Consolidated Financial Statements The Managing Partners’ Report Michelin at a Glance
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