RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Corporate officer compensation

ANNUAL INCREASE IN COMPANY COMPENSATION AND PERFORMANCE

150%

100%

50%

0.0%

-50%

2014/2015

2015/2016

2016/2017

2017/2018

2018/2019

Gilles Gobin and Sorgema Agena (Jacques Riou) Olivier Heckenroth, Chairman of the Supervisory Board

Average compensation of the employees of the Company excluding corporate officers Median compensation of the employees of the Company excluding corporate officers Annual change in consolidated Ebitda

5.5.2.2 COMPENSATION PAID OR ALLOCATED TO THE MANAGEMENT FOR 2019

results of Rubis Terminal, since the Group announced, on January 21, 2020, its intention to sell a 45% stake in this subsidiary to an infrastructure fund (I Squared Capital) in the first half of 2020. The 2019 consolidated EBITDA is thus lower than the consensus forecast made for 2019, which did not take this operation into account: €524 million vs €584 million. At its meeting of March 12, 2020, the Supervisory Board took note of the impact of the application of IFRS 5 on the consolidated financial statements and acknowledged that the rate of fulfillment of the quantitative and qualitative objectives thus amounted to 17.5% for fiscal year 2019. Therefore, af ter public ation of the benchmarks for the final calculation of the Management’s fixed compensation and thus the ceiling for the variable compensation, this amounts to €205,555 in respect of 2019. In view of the Covid-19 pandemic, even though the Group has not requested any government aid nor used the partial unemployment facility available to it, the Management has decided to forego the variable portion of its compensation in respect of 2019. This unpaid compensation will be donated to the NGO Fondation de France for its initiative Tous unis contre le virus (Together against the virus), also involving AP-HP and Institut Pasteur. The General Partners and the Supervisory Board noted this waiver on April 24, 2020.

At its meeting of March 12, 2020, the Super visor y Board set, based on the recommendation of the Compensation and Appointments Committee, the components of the compensation to be allocated or paid to the Management for the 2019 fiscal year, in accordance with the by-law rules and the performance objectives approved by the Compensation and Appointments Committee on March 11, 2019. To assess the achievement of the objectives, the Compensation and Appointments Committee meeting of March 10, 2020, was able to refer to the repor t of its Chairwoman, who is also the Chairwoman of the Accounts and Risk Monitoring Committee. The documents provided to the Accounts and Risk Monitoring Committee meeting of March 9, 2020 (including the consolidated and separate financial statements for the 2019 fiscal year and the risk mapping), enabled the Compensation and Appointments Committee to validate the rate of achievement of the objectives. With respect to fixed compensation: As the benchmarks for the fourth quarter of 2019 are not published until the end of March of the 2020 fiscal year, the fixed compensation for the 2019 fiscal year was provisionally approved by the Supervisory Board at the final amount paid for the 2018 fiscal year, i.e. €2,319,670.27. Following the publication of the indexes in late March 2020, this provisional compensation was automatically adjusted by a coefficient equal

to the average annual rate of change of the indexes (see section 5.5.1.1.1.1). The final compensation amount paid to the Management for the 2019 fiscal year (€2,349,204) was immediately communicated to the members of the Compensation and Appointments Committee. It will be entered in the agenda of the Supervisory Board which will meet for the publication of the financial statements for the first half of 2020. With respect to the variable compensation: At its meeting of March 12, 2020, having acknowledged the fulfillment of the triggering condition (increase of more than 5% in net income, Group share, for 2019), the Supervisory Board examined the level of satisfaction of the performance criteria (both quantitative and qualitative) based on the documents it was given and the recommendation of the Compensation and Appointments Committee. Chantal Mazzacurati, Chair woman of the Compensation and Appointments Committee stated, in her report to the Supervisory Board on the Committee’s work, that the 2019 consolidated financial statements had been prepared in accordance with IFRS, which requires the reclassification of all assets held for sale into “Non-current assets held for sale”; the latter are not included in consolidated Ebitda. Due to this reclassification, the 2019 consolidated Ebitda no longer includes the

166 i Rubis 2019 Universal Registration Document