RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Corporate officer compensation

5.5.2 COMPENSATION PAID OR ALLOCATED TO THE CORPORATE OFFICERS FOR THE 2019 FISCAL YEAR (SUBJECT TO THE EX-POST VOTE OF THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020)

the executive officers and, on the one hand, the average compensation on a full- time equivalent basis of the employees of the Company other than corporate officers and, on the other hand, the median compensation on a full-time equivalent basis of the employees of the Company other than corporate officers. In addition, the annual change in the compensation of executive officers and employees must be compared with the changes in the Company’s performance. The tables below show a decrease over the past 2 fiscal years in the gap between the Management’s compensation and the compensation of the employees of the Company (both average and median). Annual compensation growth additionally follows the Company’s performance, which is represented here by the change in the Group’s consolidated EBITDA.

This sec tion details the elements of compensation paid or allocated for the 2019 fiscal year to each of the corporate officers (Managing General Partners, Chairman of the Supervisory Board and members of the Supervisory Board) in accordance with the provisions of Article L. 225-37-3 of the French Commercial Code in application of Article L. 226-8-2 I of the same code. It should be noted that the provisions of Order No. 2019-1234 which reformed the legal regime governing the compensation of corporate officers of listed companies, only apply to Shareholders’ Meetings deciding on the first fiscal year ended following the publication date of the Order on November 27, 2019, i.e. for Rubis, as of the Shareholders’ Meetings called in 2020 to approve the financial statements for the 2019 fiscal year. As a result, the compensation paid or allocated to the corporate officers for the

2019 fiscal year ( ex-post ) were not covered by a compensation policy previously approved by the Shareholders’ Meeting and the General Partners Meeting in 2019. However, the performance criteria for the Management’s variable compensation for the 2019 fiscal year were submitted to the Compensation and Appointments Committee meeting of March 11, 2019, which voted in favor. The components of the compensation are presented in the format recommended by the Afep-Medef Code and its application guidelines. 5.5.2.1 EQUITY RATIO T h e f o l l ow i ng t a b l e wa s p r e pa r ed in accordance with the provisions of Article L. 225-37-3 6 and 7 of the French Commercial Code under the terms of which the ratios between the compensation of

2019

Compensation of Gilles Gobin and Sorgema

2018

2017

2016

2015

2014

Average compensation ratio Median compensation ratio

5.9

8.5

12.6 27.3

12.1 28.9

13.4 25.9

12.4 20.3

19.9

16.3

2019

Compensation of Agena (Jacques Riou)

2018

2017

2016

2015

2014

Average compensation ratio Median compensation ratio

2.5 8.5

3.6 7.0

5.4

5.2

5.7

5.3 8.7

11.7

12.4

11.1

Compensation of Olivier Heckenroth, Chairman of the Rubis SCA Supervisory Board

2019

2018

2017

2016

2015

2014

Average compensation ratio Median compensation ratio

0.1 0.3

0.2 0.3

0.1 0.3

0.1 0.3

0.2 0.3

0.2 0.3

2019

2018

2017

2016

2015

2014

(in thousands of euros)

Consolidated Group Ebitda Annual change in Ebitda

523,996

500,349

496,061

411,495

344,556

233,024

4.7%

0.9%

20.6%

19.4%

47.9%

Rubis 2019 Universal Registration Document i 165