RUBIS - 2019 Universal Registration Document

6 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL - Free shares and stock options

6.5 Free shares and stock options

In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the Management’s special report on free shares and stock options .

6.5.1 AWARD POLICY Stock option plans and free preferred and performance share award plans are issued by the Company in order to reward high- potential executives and senior Managers of subsidiaries for their contribution to the Group’s development. These plans also aim to build loyalty among high-potential employees whom the Group wishes to keep in the workforce over the long-term in order to ensure its future growth.

The Managing General Partners and the General Partners of Rubis have not received and are not eligible for any plans of this nature. Pursuant to the recommendations of the Afep-Medef Code and the proxies, all plans issued by Rubis have been subject to per formance conditions and the beneficiaries’ continued employment by

the Group on the day of the exercise of the option, the vesting, or the conversion of preferred shares into ordinary shares. The main characteristics of these stock option, free performance share and preferred share plans, as well as their performance conditions, appear in the tables below, in section 6.5.6.

6.5.2 FREE PREFERRED SHARES

6.5.2.1 EMPLOYMENT

Since 2015, the Company has implemented 9 free preferred share plans: one plan in 2015, one in 2016, 2 in 2017, 3 in 2018 and 2 in 2019. The preferred shares have the same par value as ordinary shares and do not have any voting rights or preferential subscription rights. They do, however, receive a dividend equal to 50% of that paid for an ordinary share, effective from their issue date, following the vesting period, with the stipulation that, taking into account the conversion coefficient used (0 to 100), 100 times fewer preferred shares are issued than ordinary shares. The dividend is paid in cash without the possibility of opting for payment in shares.

The conversion coef ficient used for converting preferred shares into ordinary shares varies by the straight-line method between 0 and 100 depending on the actual AAORR on the conversion date. 6.5.2.2 PLANS IMPLEMENTED IN 2019 The Combined Shareholders’ Meeting of June 8, 2017 authorized the Company to issue a maximum number of preferred shares which may not exceed 0.003% of the total number of shares outstanding as of the date of this Shareholders' Meeting ( i.e. 1,370 preferred shares), the issue of these preferred shares being possible following a vesting period of at least 3 years and with such shares being kept for one year before their conversion. Preferred shares may be converted into a maximum amount of 137,000 ordinary Company shares, for a maximum conversion coefficient of 100.

CONDITIONS AND PERFORMANCE CRITERIA

Vesting of the preferred shares and their conversion into ordinary shares are subject to the beneficiary’s continued employment within the Group. The performance condition (related to the AAORR) is assessed at the moment of conversion of the preferred shares into ordinary shares. The conversion of the preferred shares takes place on the basis of the Average Annual Overall Rate of Return ( AAORR ) of Rubis shares. The AAORR, which incorporates the stock-market performance of the share as well as dividends and rights for the period, must be equal to or greater than 10% over 4 full years ( i.e. a minimum of 40% over 4 years ). The conversion ratio is one preferred share for 100 ordinary shares for an AAORR higher than or equal to 10%.

Rubis 2019 Universal Registration Document i 193