RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Corporate officer compensation

compensation for 2020 is paid in the form of advances on the basis of the amount of the last fixed compensation definitively known and approved, following approval by the Compensation and Appointments Committee and the Supervisory Board. The final amount of the Management’s fixed compensation for the 2020 fiscal year will be

known at the time the indexes are published in March 2021 and will lead to the payment of an adjusting balance. In the event of a negative vote on the 2020 compensation policy by the Shareholders’ Meeting of June 11, 2020, the payment of the advances will be based on the last fixed compensation allocated for 2019.

5.5.1.1.3.2 Implementation of the

Management compensation for the 2020 fiscal year

Fixed compensation Pending the publication in March 2021 of the 2020 indexes relating to the assistance agreements signed by Rubis with Rubis Énergie and Rubis Terminal, the fixed

REMINDER OF THE METHOD USED FOR CALCULATING FIXED COMPENSATION The Management’s fixed compensation varies in accordance with average annual changes in 2 benchmarks (the hourly wage rates for workers in the chemical industry and the gas distribution industry). The annual change in these benchmarks can only be calculated after publication of the fourth-quarter benchmarks for a given fiscal year (year N), at the end of March of the subsequent fiscal year (year N+1). As a result, the payment of the fixed compensation for year N takes place in 3 stages: Stage 1: in the first quarter of year N, partial payment based on the last known final compensation (year N-2);

St age 2: af ter public ation of the benchmarks for the fourth quarter of year N-1 (end of March, year N), partial payments based on the final compensation for year N-1 and adjustment of the partial payment of the first quarter; St age 3: af ter public ation of the benchmarks for the fourth quarter of year N (end of March, year N+1), payment of the final balance of the compensation for year N.

Publication of benchmarks for Q4, year N-1

Publication of Q4 benchmarks for year N

Q1, year N

March N

December N

March

Adjustment of Q1 and subsequent partial payments based on final compensation for year N-1

Partial payment of Q1 based on final payment of year N-2

Final balance of year N compensation

Variable compensation T he paymen t of t he 2 0 2 0 v a r ia b l e compensation is submitted for approval to the Compensation and Appointments Committee meeting in March 2021: • based on reaching the triggering condition (a 5% increase in net income, Group share in 2020 compared with 2019); • the rate of achievement of variable compensation performance objectives, set by the General Partners for the 2020 fiscal year based on the information resulting from the 2020 annual consolidated financial statements and the risk and compliance mapping provided to it and which were provided in greater detail to the Accounts and Risk Monitoring Committee on which 2 members of the Compensation and Appointments Committee sit (including the Chairwoman). The final amount of variable compensation payable to the Management will be

determined at the time of publication of the 2020 indexes enabling the setting of the fixed compensation that constitutes the cap for the payment of the variable portion of the compensation. The Compensation and Appointments Committee will then send its opinion to the Supervisory Board approving the financial statements for the 2020 fiscal year so that the Board can assess the level of achievement of the 2020 variable compensation performance objectives, which will be paid after the shareholders’ vote in June 2021 on the ex- post compensation. 5.5.1.1.3.3 Review of the Management compensation for the 2020 fiscal year Given the calculation method set out in the by-laws, the fixed compensation will not be revised unless the indexes selected by the General Partners for its indexation are eliminated or in the case of the non-renewal

of the assistance agreements with the 2 main subsidiaries. The same holds true for the variable compensation for which the trigger and cap were set by the 10 th resolution of the 2015 Shareholders’ Meeting and cannot be revised. The criteria (quantitative and qualitative), which are also governed by the 10 th resolution, are set annually by the General Partners on the recommendation of the Compensation and Appointments Committee and the Supervisory Board, and they can only be reviewed for exceptional reasons justified by an external event or force majeure (notably the Covid-19 pandemic).

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