brochure 2013 fr_gb13 210x297

Employee & shareholder, a lastiNg coMMitMeNt

MOVING FORWARD TOGETHER

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WhY becoMe a shareholder iN the MicheliN grouP?

eMPloYee shareholdiNg iN the MicheliN grouP

hoW to becoMe a shareholder iN the MicheliN grouP?

hoW to subscribe?

coNteNts

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Message froM the MaNagiNg PartNer

Dear Sir or Madam,

The members of the Group Executive Committee (CEG) and I would like

to give you the opportunity to subscribe to BIB’Action 2013, the Michelin

Group’s fourth employee shareholder plan.

Investing in Michelin shares is a vote of confidence in the durability and

strength of our Group.

Employee shareholders share the ambition of making Michelin the

innovative, high-performance, responsible leader in sustainable mobility.

Also, becoming an employee shareholder shows confidence in our many

strengths: technological advance, quality of products and services, brand

attractiveness, dynamic growth, operational efficiency and financial strength.

Finally, it is a way of renewing our mutual commitment, because offering

you a subscription on preferential terms demonstrates our gratitude and

is a way of involving you even more closely in the development of our

Group.

We hope that you will join the 64,200 employees that are already Michelin shareholders.

JeaN-doMiNique seNard MANAGING PARTNER

a techNological leader iN sustaiNable MobilitY

aN iNNovative grouP

From the very beginning, research and development have driven growth at Michelin. Today, more than ever, innovation is the driving force of the Group. The work performed on the materials, conception, design, and industrialization of tires are key to being able to meet customer expectations and maintain an edge on its competitors.

MICHELIN Total Performance

The Michelin product strategy simultaneously delivers high-level performance for different parameters in a single tire, thanks to innovation and use of cutting-edge technology, thereby combining safety, fuel savings, strength, longevity, comfort and many other features. This is what we call MICHELIN Total Performance. In each market segment, Michelin meets the full range of customer expectations, innovating on a daily basis to provide safer, more environmentally friendly and efficient tires for more comfortable travels. The research and development work carried out enables performances to be combined that are normally, by their very nature, antagonistic.

since 1889, the Michelin group has been innovating to facilitate the mobility of both people and goods. it is now a benchmark player in the tire and mobility-related service market. Michelin is pursuing a worldwide, sustainable and profitable growth strategy that is based on innovation and performance, by fulfilling its responsibilities and respecting its values.

6,600people

are employed in the Research &

Development sector

622million euros

are invested each year in Research & Development

Worldwide

r&dat 25 sites

on three continents

1global

technology centerlocated on three continents

(North America, Asia and Europe)

1complete around-

the-world tour approximately every 12 minutes

in road longevity and endurance tests

keY iNNovatioN figures

WhY becoMe a shareholder iN the MicheliN grouP?

A GLObAL PLAyER:

• 184 million tires produced at 69 sites worldwide.• Sales operations in 170 countries.• a varied range of products and services, including tires, distribution and services, assistance, maintenance and

fleet management, Michelin maps and guides, ViaMichelin mobility aid services and Michelin Lifestyle products.• 3 integrated distribution networks: Euromaster (Europe), TCi (North America) and TYREPLUS (Asia and Africa).• 3,400 service and distribution centers in 29 countries.• 10 million Michelin maps and guides published worldwide and 950 million routes calculated by ViaMichelin.• A complete portfolio of brands (MICHELIN, BF Goodrich, KLEBER, Kormoran, UNIROYAL, RIKEN, TAURUS, TIGAR).

a high-PerforMiNg grouP

A dominant position in key markets

The Group is a global player, number one in all specialty markets, with a 14.8% value-based worldwide market share:

• No.1 worldwide for high-performance car tires and radial tires for trucks, civil engineering machinery and aircraft.

• No.1 in Europe for motorcycle and agricultural machinery tires.

Within a highly unstable economic context, Michelin’s net sales have been steadily increasing since 2009 and are evenly distributed between the various Geographic Zones.

Strong growth potential

Over the coming years, the Michelin Group aims to grow by an average of 5% per year. Between 2012 and 2015 the Group is targeting to make 2 billion euros of investment per year to boost production capacity in growth markets, while adapting industrial sites to product developments and strengthening their competitiveness in mature countries.

Financial strength

Financial performance is essential to ensure the independence and long-term future of the Group. Operating income stood at 2.4 billion euros in 2012, an increase of more than 24% on the previous year. The power of the MICHELIN brand name, together with the price policy pursued and an improvement in the product mix, played a significant role in this result. Since 2008, the Group’s debt, expressed as a debt-to-equity ratio, has also undergone a very positive change, regularly reducing to reach 12% in 2012.

a resPoNsible grouP

Climate change, pollution, city congestion and depletion of natural resources are immense challenges to mobility. Michelin works on a daily basis to make travel safer, more efficient, more comfortable and more environmentally friendly. This commitment to sustainable mobility, combined with an ongoing determination to respect the communities surrounding the sites and protect everyone’s work conditions, is expressed in the Group’s sustainable development policy: Michelin Performance and Responsibility (PRM).This approach was first launched more than 10 years ago and it’s the ambitions for 2020 have been deployed to further increase its ability to meet the requirements of the Company.

Moving forward together

More than 113,000 people of 120 different nationalities work within the Group. Their development, personal fulfillment and commitment are at the center of Michelin’s concerns and at the core of the Company’s performance.

Working within the Michelin Group involves a mutual commitment between each employee and the Company so that we can move forward with confidence, seeking performance. It is in this spirit of confidence and commitment that the Michelin Group is now inviting its employees to subscribe to an employee shareholder plan on preferential terms. Under this plan, all employees have an opportunity to decide to be more closely linked to the economic performance and development of the Group, both today and in the future.

EMPLOYEE & SHAREHOLDER, A LASTING COMMITMENT

32% Other zones

84%

55%

20% 22%12%

12/31/08 12/31/09 12/31/10 12/31/11 12/31/12

16,40814,807

17,891

20,71921,474

12/31/08 12/31/09 12/31/10 12/31/11 12/31/12

Net sales increase (in millions of euros)

Percentage change in net debt-to-equity ratio

Net sales per zone in 2012

North America

34%34%

Western Europe

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Source: Individual shareholder guide 2013.

eMPloYee shareholdiNg iN the MicheliN grouP

since 2002, under the worldwide employee shareholder plan, the Michelin group has offered its employees an opportunity to purchase shares on preferential terms and join the 202,000 group shareholders.

the rights of shareholders

As co-owners of the Company in which they hold shares, shareholders have rights:

• The right to information: they are regularly kept updated as to the economic and financial results of the Group.

• The right to vote in shareholder meetings: this right is proportional to the number of shares held. All holders of Michelin shares benefit from this voting right.

• The right to receive a dividend: if the financial situation so allows, shareholders may receive a proportion of the profits made by the company, pro-rated to the number of shares held, known as a dividend. Each year at the Shareholders Meeting, and at the proposal of the Company’s Managing Partner, shareholders decide the proportion of the profits that may be distributed to them and the proportion to be reinvested to ensure the Group’s development.

PaYMeNt of divideNds

Each year, depending on the results, shareholders may receive a dividend for each share held. Recent Group policy has been to gradually increase the per-share dividend with an aim to raising and then maintaining the distribution rate at around 30%, excluding exceptional items.

02 03 04 05 06 07 08 09 10 11 12

0.93 0.93

1.251.35

1.45

1.60

1.00 1.00

1.78

2.10

2.40*

*Payment in 2013 of the dividend for FY 2012.

Source: Michelin.

Important: past performance is not indicative of future performance.

Dividend history (in euros)

1.6%

11.2%

26.2%

61%

Employees - company saving plan

Individual shareholders

French institutional

Non-resident institutional

Market capitalization of 12.374 billion euros on 05/31/2013

Composition of shareholding on 12/31/2012

Share performance since 2008

MicheliN shares

The shares are listed on the Paris stock exchange (NYSE Euronext Paris). They are included in the CAC 40 index, the leading French stock market index, comprised of 40 stocks chosen from among the 100 top market capitalizations according to specific criteria and listed on the regulated markets of Euronext Paris.

After a decline in 2008, the share price has generally been rising since 2009 in an economic and financial context marked by uncertainty and the financial crisis. Between 2009 and May 2013, the share price has outperformed its benchmark index, the CAC 40, with a share performance higher than the average.

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Source: NYSE Euronext.

Source: Individual shareholder guide 2013.

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g54.69 Michelin

CAC 40

g67.78

hoW to becoMe a shareholder iN the MicheliN grouP?

What is bib’actioN 2013?

What are the advaNtages of the bib’actioN 2013 offer?

Discount: shares are being offered to you with a 20% discount.

Employer matching contribution: you benefit from a matching contribution on the first 15 shares that you purchase.

Management and subscription fees: are also paid in full by Michelin.

Taxation: the discount is tax free, the CSG (generalised social tax) and the CRDS (social debt repayment contribution) owed for the contribution are paid by Michelin and the potential capital gains when the shares are sold are tax free but are subject to social security contributions (15.5% as of January 1, 2013), according to current taxation rules that are likely to change over the next five years.

the fourth group employee shareholder plan, bib’action 2013 allows employees to purchase Michelin shares on preferential terms. by subscribing to bib’action 2013, you will purchase and hold Michelin shares that will be registered in your name in a registered account opened with a bank chosen by Michelin. the value of your investment follows the price of Michelin shares, both up and down.

AS AN ExAMPLE:

• 5 Michelin shares for the price of 1




the eMPloYer MatchiNg coNtributioN coNditioNs for bib’actioN 2013

Michelin matches your personal contribution with an employer’s contribution to help you become a shareholder, thus increasing the amount of your investment. Under BIB’Action 2013, you benefit from the following employer matching contribution amounts:

The employer matching contribution percentages detailed above (75%, 50% and 25%) apply to the purchase price of the Michelin shares.

1/5 SHARES

6/10 SHARES

11/15 SHARES

16 and + SHARES

20% of the share value paid by the employee

75% employer matching contribution






no employer matching contribution

A 2

0% D

ISC

Ou

NT


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What are the risks?

There are three main types of risk: variations in the share price, variations in the currency exchange rate for those subscribing outside of the Eurozone and variations in tax regulations depending on the country.

For people subscribing outside of the Eurozone, the currency exchange rate risk may be in their favor if the euro gains in value in relation to local currency, or disadvantageous if the euro loses value.

This is why the Group offers an employer matching contribution in addition to the discount, thus limiting the risk of loss.

Lastly, there are tax and legal implications and cost, depending on the tax regulations applicable to you at the time of subscription, during the investment and when you sell.

iN exchaNge for these advaNtages

Your shares are locked in for a period of 5 years, except in the case of early release pursuant to the French Labour Code (Art. R.3324-22) as of 31 December 2012:

• Marriage or entering into a PACS (civil partnership).

• The birth or adoption of a third or subsequent child for the household.

• Divorce, separation or dissolution of a PACS with at least one dependent child.

• Purchasing, building or extending a primary residence.

• Termination of an employment contract.

• The employee, his/her children, spouse or partner bound by a PACS becoming disabled.

• Death of the employee, his/her spouse or partner bound by a PACS.

• The employee, his/her children, spouse or partner bound by a PACS starting or taking over a business.

• The employee accumulates excessive debts, as determined by the excessive debt commission or by a judge.

A simulator is provided on the Internet site www.bibaction2013.com

iNfo

What haPPeNs at the eNd of the five-Year lock iN Period?Your shares become available. Their value depends on the Michelin share price at the end of this period. You then have the choice between:

• keeping your shares in the bank chosen by Michelin,

• selling your shares in full or in part.

Who caN subscribe?

Employees with service of more than three months as of November 18, 2013, in any of the companies that are more than 50% owned by the Compagnie Générale des Etablissements Michelin (CGEM) and that have joined the Michelin Group Saving Plan (PEG).French retirees who still hold, in the Group Savings Plan, shares issued from the previous employee shareholder plans.

hoW Much caN i iNvest?

The minimum investment is one share. The maximum amount of your personal investment in BIB’Action 2013 is equal to 10% of your gross annual pay, and no more than 25% of all your personal annual investments in employee savings plans (PEE [company savings plan], PERCO [group pension plan] and GSP).

A simulator is provided on the Internet site www.bibaction2013.com

hoW do i subscribe?

Log on to the subscription area via www.bibaction2013.com using your personal identification (login and password) that have been sent to you. If you subscribe online, you will immediately receive confirmation of your subscription by e-mail.You can also subscribe by filling in a subscription form. To be valid, the form must be received by a correspondent before the end of the subscription period.

hoW to subscribe?

3 MONTHS OF SENIORITY

10% OF YOUR ANNUAL GROSS PAY

OCTObER 24 2013: SUBSCRIPTION PRICE SET

FROM NOVEMbER 4 TO 18 2013: SUBSCRIPTION PERIOD

schedule

for More INFORMATION

WWW.bIbACTION2013.COM

yOuR bIb’ACTION 2013 CORRESPONDENT

CGEM, in its capacity as data controller, will be processing personal data for the purpose of managing an international employee shareholder plan. In accordance with the French Data Protection and Freedom of Information (Informatique et Libertés) law of 6 January 1978, modified, you have the right to access, correct and object, for legitimate reasons, to information relating to you. You can exercise this right by writing to the Human Resources Department of the relevant country.


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What Methods of PaYMeNt are available?

You have the choice between:

• a one-time salary deduction,

• a salary deduction in 12 monthly instalments subject to the payment of a legal annual interest rate of 0.04% (each monthly payment must be less than or equal to 10% of your gross monthly pay).

Retirees must pay for their subscription in full and by bank check only.

the subscriPtioN schedule

The subscription price: will be set on October 24, 2013

Register now on www.bibaction2013.com and you will be notified of the subscription price by e-mail or text message as soon as it is announced.

The subscription price is equal to the “reference price” of the share minus the 20% discount (the reference price is the average of the opening price of the Michelin share on the 20 trading days preceding the day on which the subscription price is set by the Company’s Managing Partner).

The subscription period: from November 4 to 18, 2013

What haPPeNs if the shares are over-subscribed?

A maximum of 1.5 million Michelin shares will be offered to eligible employees.

In the event that the number of subscriptions exceeds the maximum number of shares on offer, the number of shares allocated to each subscriber will be reduced as follows:

• all subscription requests for up to 15 shares will be met,

• over and above 15 shares, shares will be allocated one by one to subscription requests, successively and equitably.

BRO

-FR_

GB1

3

The Michelin 2012 Annual Report, the June 30, 2013 half-year report and other regularly published documents, including financial reports, are available in English and in French on the Company’s website (www.michelin.com). We encourage you to read these documents. They contain important information regarding the Company’s business, strategy and goals and financial results, together with a description of certain risk factors inherent in the Company and its business. These risks may have an influence on the future value of the Michelin share.All details contained in this brochure are supplied for information purposes only. It is entirely up to you whether you subscribe to BIB’Action 2013. The decision whether or not to participate in this plan is entirely voluntary and personal. Your decision will have no effect, either positive or negative, on your employment with any Michelin Group company. The documents sent or provided under BIB’Action 2013 do not in any way change your employment terms and conditions. Any advantages received as a result of this offer are not deemed part of your compenation for the purposes of calculating any future rights or benefits. The opportunity to participate in the 2013 offer does not in any way presuppose the existence of any future offers or the opportunity to participate in them.

MOVING FORWARD TOGETHER

Please visit www.bibaction2013.com

glossarY

aMf (Autorité des MArchés FinAnciers, fiNaNcial Markets authoritY)

Independent French administrative authority whose mission is to protect savings, ensure the proper operation of the financial markets and to provide information for investors.

caPital gaiN/caPital loss

A financial gain or loss resulting from the sale of a share. The difference between the sale price and the purchase price of the share results in the gain or loss.

coNtributioN

A sum paid by the company (the employer) on top of the amounts invested by its employees as part of an employee shareholding plan. Payments can be contributed in accordance with the rules set by the Group Savings Plan (GSP) regulations and within the upper limits specified by the law.

debt to equitY ratio

A ratio that measures a company’s debt level in relation to its equity. The higher the ratio, the higher the company’s debt.

discouNt

20% reduction on the reference price granted to employees as part of the BIB’Action 2013 offer.

divideNd

A part of the net profits of a company paid to the shareholders. When a company makes a profit, it can distribute part of it to its shareholders if so decided by the General Meeting of Shareholders.

gsP (grouP saviNgs PlaN)

A plan offering employees the possibility of building up a portfolio of securities with the help of their company. Any sum paid into the plan is blocked for five years, except for cases of early release provided for by French law.

holdiNg Period

A five-year period during which the shares purchased by the employee may not be released, except for cases of early release.

oPeratiNg iNcoMe

This is income from current activity before taxes and financial expenses.

over-subscriPtioN

Demand that is higher than the number of shares available for the employee shareholder plan.

Paris stock Market (NYse euroNext Paris)

The Paris Stock Market, which is now NYSE Euronext, is the official market for shares in France. The NYSE Euronext group was created from the 2006 merger between the New York Stock Exchange and Euronext, the European financial market that includes the Paris, Amsterdam, Lisbon, Porto, Brussels and LIFFE (London International Financial Futures and Options Exchange) stock markets. The group organizes, manages and develops the securities market on these stock markets.

Price of a share

Value of a share quoted on the Stock market at a given time. The share price is determined by a comparison between demand for and supply of the share.

refereNce Price

The average of the last 20 stock market opening prices preceding the day on which the Group Managing Partner determines the subscription price.

share

A financial instrument representing a fraction of a company’s capital and giving its owner the right to vote at shareholders’ meetings, the right to receive information and the right to receive profits, the distribution of which is decided by the General Meeting of Shareholders (dividend). All of the shares issued by a company form the company’s share capital.

shareholder

A natural or legal person who holds shares in a company. In this capacity, the shareholder has the right to receive any dividends distributed if so decided by the shareholders at the General Meeting, and the right to vote at the General Meeting of Shareholders.

stock Market caPitalizatioN

Stock market capitalization is the valuation of a company’s equity through its stock market share price. It is calculated as follows: number of shares making up the capital multiplied by the stock market share price.

subscriPtioN Price

This is equal to the reference price minus the 20% discount offered as part of the BIB’Action 2013 offer.

brochure 2013 fr_gb13 210x297

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