RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Corporate officer compensation

5.5.1.2 SUPERVISORY BOARD COMPENSATION POLICY FOR THE 2020 FISCAL YEAR (SUBJECT TO THE EX-ANTE VOTE OF THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020)

meetings is paid to the members of the Supervisory Board.

and the Chairwoman of the Committees correspond, respectively, to 1.8 times (Board), 1.3 times (Accounts and Risk Monitoring Committee) and 1 time (Compensation and Appointments Committee) the compensation they receive for the entity they chair. 5.5.1.2.2.2 Review of the Supervisory Any plans to review the compensation policy of the Supervisory Board members must be passed by the Board itself, based on the recommendation of the Compensation and Appointments Committee. 5.5.1.2.3 A COMPENSATION POLICY IN LINE WITH THE CORPORATE INTEREST AND The compensation of the Supervisory Board members is aligned with the corporate interest of the Company and contributes to its sustainability: it is reasonable (€200,000) and allocated based on criteria set by the Supervisory Board, taking into account task responsibilities, the number of meetings and attendance, as described in section 5.5.2.4. It is compared, on a regular basis, to that paid to the non-executive corporate officers of companies with an equivalent market capitalization as part of studies initiated in-house or exchanges with external analysts such as voting advisory companies. Board member compensation CONTRIBUTING TO THE SUSTAINABILITY OF COMPANY

The compensation policy for the members of the Supervisory Board for the 2020 fiscal year was set by the Board on the recommendation of the Compensation and Appointments Committee at the meeting of March 10, 2020, as part of the overall budget voted by the Shareholders’ Meeting on June 11, 2019. 5.5.1.2.1 COMPONENTS OF THE COMPENSATION OF THE SUPERVISORY BOARD MEMBERS T h e S u p e r v i s o r y B o a r d m e m b e r compensation consists exclusively of a fixed portion (40%) and a variable portion (60%) linked to the attendance rate at meetings. The Supervisory Board is responsible for distributing the compensation according to the responsibilities held by its members as well as any membership on a specialized Board Committee. The Chairman of the Supervisory Board and the Chairwoman of the Committees also receive an additional share. All members who were newly appointed at the Shareholders’ Meeting receive 50% of the compensation for the year of their appointment. Lastly, based on the Board’s internal rules, every member must reinvest half of the compensation received in Rubis shares until each member holds at least 250 shares. This does not apply to members representing a company that is already a shareholder. No compensation other than that linked to attendance at the Board and Committee

5.5.1.2.2 SETTING,

IMPLEMENTATION AND REVIEW OF SUPERVISORY BOARD COMPENSATION FOR THE 2020 FISCAL YEAR 5.5.1.2.2.1 Setting and implementation The overall compensation budget for the Supervisory Board members is set by the shareholders at the Shareholders’ Meeting. On the date of this document, this budget amounted to €200,000. The Compensation and Appointments Committee, meeting on March 10, 2020, proposed to the Supervisory Board the allocation of an overall budget that takes into account the duties assumed on the Board and on the Committees and of the number of meetings: • annual compensation for a member of the Supervisory Board: €10,000; • annual compensation for a member of the Accounts and Risk Monitoring Committee: €7,000; • annual compensation for a member of the Compensation and Appointments Committee: €3,500. Furthermore, the additional amounts received by the Chairman of the Supervisory Board of the compensation of the Supervisory Board members

164 i Rubis 2019 Universal Registration Document