RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Shareholders’ Meetings

5.6 Shareholders’ Meetings

This section sets out various topics bearing on the organization of Rubis Shareholders’ Meetings and, in particular, that of June 11, 2020.

5.6.1 DRAFT RESOLUTIONS THAT WILL BE SUBMITTED TO THE VOTE OF THE SHAREHOLDERS AT THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020. The Supervisory Board, at its meeting of March 12, 2020, reviewed the draft resolutions to be submitted to shareholders at the Shareholders’ Meeting of June 11, 2020: • Approval of the 2019 separate financial statements (1 st resolution) . • Approval of the 2019 consolidated financial statements (2 nd resolution) .

• Approval of the components of the total fixed, variable and exceptional compensation and the benefits of all kind paid or allocated for the fiscal year ended on December 31, 2019, to Gilles Gobin in his capacity as Managing General Partner of Rubis (individual ex-post vote) (9 th resolution) . • Approval of the fixed, variable and exceptional component s of total compensation and the benefits of all kind paid or allocated for the fiscal year ended on December 31, 2019, to Sorgema SARL in its capacity as Managing General Partner of Rubis (individual ex-post vote) (10 th resolution) . • Approval of the fixed, variable and exceptional component s of total compensation and the benefits of all kind paid or allocated for the fiscal year ended on December 31, 2019, to Agena SAS in its capacity as Managing General Partner of Rubis (individual ex-post vote) (11 th resolution) .

• Approval of the fixed, variable and exceptional component s of total compensation and the benefits of all kind paid or allocated for the fiscal year ended on December 31, 2019, toMr. Olivier Heckenroth in his capacity as the Chairman of the Supervisory Board of Rubis (individual ex-post vote) (12 th resolution) . • Approval of the compensation policy for Rubis Management ( ex-ante vote) (13 th resolution) . • Approval of the compensation policy for the members of the Rubis Supervisory Board ( ex-ante vote) (14 th resolution) . • Authorization to be given to the Board of Management, for a period of 18 months, to buy back the Company’s own shares as part of a liquidity contract (limit: 1% of the share capital) (15 th resolution) . • Regulated agreements (16 th resolution) . • Power s to c ar r y ou t formalitie s (17 th resolution) .

• Appropriation of earnings and setting of dividends (€1.75 per ordinary share and €0.87 per preferred share) (3 rd resolution) . • Dividend payment conditions, in shares or in cash (4 th resolution) . • Renewal of Mr. Olivier Heckenroth’s term of office as member of the Supervisory Board for 3 years (5 th resolution) . • Appointment of PricewaterhouseCoopers Audit as the Principal Statutory Auditor (6 th resolution) . • Appointment of Mr. Patrice Morot as the Alternate Statutory Auditor (7 th resolution) . • Approval of the information about corporate officer compensation provided for in Article L. 225-37-3 I of the French Commercial Code (overall ex-post vote) (8 th resolution) .

These draft resolutions did not raise any questions or reservations on the part of the Supervisory Board.

5.6.2 REGULATED AGREEMENTS At its meeting of September 11, 2019, the Supervisory Board authorized the signature of a trademark license contract between Rubis and Rubis Terminal intended to formalize the use of the “Rubis” brand by Rubis Terminal in its corporate name and its commercial materials. The license is conceded free of charge.

No other regulated agreements were entered into or modified in 2019. On March 12, 2020, the Supervisory Board reviewed the tripartite assistance agreement signed on September 30, 2014 between Rubis, Rubis Énergie and Rubis Terminal, the

performance of which continued in 2019. The Board noted that the conditions (in particular financial conditions) had not been changed.

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