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Compagnie Financière Michelin Scma Compagnie Financière Michelin SCmA m a n a g e m e n t r e p o r t ________________________________________________________________ f i n a n c i a l y e a r 2019 Compagnie Financière Michelin SCmA Corporation with unlimited partners (Société en commandite par actions) share capital CHF 2 502 355 300 Registered office: route Louis-Braille 10, 1763 Granges-Paccot Management - Unlimited Partners (Administration - Associés Indéfiniment Responsables) Mr. Jacques d'Armand de Chateauvieux Mr. Jean-Dominique Senard (jusqu’au 23.05.2019) Mr. Florent Menegaux (depuis le 24.05.2019) Managing Partner (Gérant) Mr. Jean-Dominique Senard (jusqu’au 23.05.2019) Mr. Florent Menegaux (depuis le 24.05.2019) Supervisory Board (Organe de contrôle) Mr. Christoph Reinhardt Mr. Alexandre Jetzer Mr. Pierre Michelin Auditor (Réviseur) PricewaterhouseCoopers Ltd. 2 CONTENTS 4 Management report of the Managing Partner 8 Report of the statutory Auditor on the financial statements 10 Independent auditor’s report on the consolidated financial statements 13 Report of the Supervisory Board 15 Company financial statements 29 Consolidated financial statements 3 Management report presented by Mr. Florent Menegaux, Managing Partner, to the 59th Annual Shareholders’ Meeting of April 23, 2020 Ladies, Gentlemen, In accordance with articles 8 paragraph II letter f, 21 and 31 of the Articles of Incorporation of the Compagnie Financière Michelin SCmA (hereinafter "the Company"), I have the honor, in the name of the Company's Management, to present to you the management report for the 2019 financial year which includes the Company financial statements and the consolidated financial statements for the period which will be submitted for your approval. You are also invited to approve the allocation of profit arising from the Company's balance sheet and to give your discharge to the Company's Management, in particular to the Managing Partners, and to the Executive Vice-Presidents. I would like to make you aware that this year, in view of the coronavirus pandemic, the Company's Management has had to adapt the organization of the Assembly, in particular to take into account the new decisions of the Federal Council. These changes have been communicated to you directly by mail, depending on the evolution of the situation. * * * You will have to decide on the "Hermitage" dossier, which is in the final study phase, as indicated in item 8 of the agenda of this Assembly. The Company’s Management unanimously invites you to accept this vote of principle and to mandate it to carry out this study. The Management will keep you informed of the progress of this matter and, depending on the decisions that will be taken, will request your agreement for certain modifications to the Articles of Incorporation. * * * Article 4 § I. bis of the Articles of Incorporation provides for an authorized share capital of a maximum of 12,511,776 shares with a nominal value of CHF 100 each -- until 27 April 2020. The Management does not consider it necessary to renew this clause in the Articles of Incorporation. Consequently, at the end of the fixed deadline, the Management will decide to delete this statutory provision, in accordance with article 651a paragraph 2 of the Swiss Code of Obligations ("CO"). 4 Mains Events The Company has carried out its activities in conformity with its corporate aims and its Articles of Incorporation as a holding company. It has managed and developed its investments by following, advising, coordinating and controlling its subsidiaries and affiliates, in line with the management concepts of the Group. The main events that characterized the financial year are as follows: On June 20th, 2019, the Company’s affiliate, Michelin Luxembourg SCS, repaid the principal of the 2.750% guaranteed bonds dated June 18th, 2012 of EUR 400 million, with the exception of those previously redeemed. The Company therefore repaid the corresponding amount of the loan to Michelin Luxembourg SCS. On December 10th, 2019, the Company has acquired 425’036 shares in Société Internationale de Plantations d’Hévéas (SIPH) for a total amount of EUR 36,1 million. The acquisition took place as part of a friendly simplified public offer and in concert with the Ivory Coast company SIFCA having its registered seat in Abidjan. After the acquisition the Company holds 44,41% of the shares of SIPH. This public offer was immediately followed by the delisting of the Société Internationale de Plantations d’Hévéas (SIPH) shares. Company financial statements The Company’s financial statements show a profit of CHF 817 million, an increase of CHF 401 million compared to the CHF 416 million recorded in the 2018 financial year. Net profit from investment in subsidiaries increased by CHF 340 million, essentially because of: ▪ an increase in dividend of CHF 625 million (significant dividends from Canada, Luxembourg, and China in 2019 as compared to none the year before), and ▪ an increase of the provision for valuation adjustments of investments in subsidiaries of CHF 219 million (essentially due to the recapitalization of the UK company MTPLC). Operating income and expenses show a net expense of CHF 17 million versus a net expense of CHF 26 million in 2018. Net financial result is a profit of CHF 82 million versus a profit of CHF 26 million in 2018. The increase is mainly due to the interest income from affiliated companies (CHF 285 million in 2019 vs CHF 235 million in 2018). The total balance sheet decreased by CHF 441 million: ▪ The decrease in assets is essentially due to a decrease in long term financial assets (loans to subsidiaries and affiliates) of CHF 426 million. The increase of CHF 158 million in investment in subsidiaries is partially compensated by a decrease of cash and cash equivalents of CHF 101 million. ▪ The decrease in liabilities is essentially due to a decrease in short term interest-bearing liabilities (essentially from subsidiaries and affiliates) of CHF 842 million. ▪ Total shareholders’ equity increased by CHF 446 million, the 2019 result (CHF 817 million) being higher than the distributions (CHF 351 million). 5 Consolidated financial statements The Group’s consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS) applied by Compagnie Générale des Etablissements Michelin and are presented in Euros. The consolidated income statement shows net sales of EUR 23.5 billion, compared to EUR 22.5 billion in 2018, an increase of 4.5%. The segment operating income amounts to EUR 2.13 billion, compared to EUR 2.09 billion in 2018, an increase of 2.0%. The cost of net debt amounted to EUR 231 million compared to EUR 154 million in 2018, essentially due to an average net debt increase. The income tax charge amounted to EUR 439 million in both years. Net income showed a profit of EUR 1 209 million compared to EUR 1 244 million in 2018. Shareholders’ equity amounted to EUR 11.5 billion at December 31, 2019 compared to EUR 10.6 billion in 2018. Net debt of EUR 2.3 billion at December 31, 2018 increased by EUR 0.2 billion to reach EUR 2.5 billion at the end of 2019. 6 Proposais (in KCHF) The net income for the period amounts to 816 510 of which, the following amount 1s allocated, as per article 32 figure 1 of the company's Articles of Incorporation, to the special reserve 244 953 The allocation made, with regard to article 33, paragraph Il of the company's Articles of Incorporation, has been reduced this year following an unanimous decision by the Unlimited Partners, to EUR 350 000. This amounts to 375 The net income remaining for disposai amounts to 571 182 Taking into account the profit carried forward of 1 177 508 The total amount that can be allocated by the Annual Shareholders' Meeting amounts to 1748 690 You are invited to distribute a gross dividend of CHF 32.- per share which represents a total amount of 800 754 The remaining amount is carried forward 947 936 The dividend Will be paid on April 27th, 2020 * .. The mandates of the Supervisory Board members arrive at their term and they are eligible for reelection. 1 propose therefore to renew their mandates for a further two financial years ( art. 16 § 111 of the Articles of Incorporation). ln addition, the mandate of the Company's Auditor, PricewaterhouseCoopers SA. at Pully (VD), arrives at its term. Vou will be asked to ratify the decision of the Supervisory Board to renew the mandate in order that the assignment may be executed in accordance with the Articles of Incorporation (art. 19) and the law for one further financial year. Granges-Paccot, April 23, 2020 (before the General Meeting) For the Management, Person responsible for preparing the The Managing Partner accoun 7 Report of the statutory auditor to the Supervisory Board of Compagnie Financière Michelin SCmA Granges-Paccot Report of the statutory auditor on the financial statements On your instructions, in accordance with article 19, paragraph III of the company’s articles of incorporation, we have audited the accompanying financial statements of Compagnie Financière Michelin SCmA, which comprise the balance sheet, income statement and notes (pages 15 to 28), for the year ended 31 December 2019. Company Management’s (unlimited partners) responsibility Company Management’s (unlimited partners) is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Company Management (unlimited partners) is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
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