RUBIS - 2019 Universal Registration Document

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

• found that the performance condition set out in section 6.5.2.1 was fully satisfied: the AAORR at the evening of September 1, 2019 was 18.89% ( i.e. 75.56% at the end of the 4-year period), corresponding to a conversion coefficient equal to 100 ordinary shares for one preferred share. The 2,884 preferred shares are, consequently, convertible by the beneficiaries into 288,400 ordinary shares within 6 months following the meeting of the Board of Management on September 2, 2019 ( i.e. until the evening of March 1, 2020). As of December 31, 2019, 798 performance shares have been converted into ordinary shares by the beneficiaries. at the end of the 6-month conversion period, i.e. March 2, 2020, the preferred shares not converted by the beneficiaries will be automatically converted by the Company. 6.5.2.3.2 PLAN OF JULY 11, 2016 The 3-year vesting period for the July 11, 2016 plan bearing on 3,864 preferred shares ended on July 11, 2019. As one of the beneficiaries was no longer part of the Group’s headcount on that date, the Board of Management meeting of July 11, 2019 noted the cancellation of the 50 preferred shares that had been allocated to him, thus reducing the number of preferred shares making up the plan to 3,814. The Board of Management meeting of July 11, 2019 then decided to create 3,722 preferred shares out of the 3,814 liable to be created, 92 preferred shares having been subject to a deferred vesting period (one year) for which certain beneficiaries whose compensation is taxable outside France have opted; they will be issued on July 11, 2020 before their conversion into ordinary shares. The preferred shares may be converted into ordinary shares during an 18-month period from July 11, 2020, after the Board of Management has acknowledged that the performance condition set out in section 6.5.2.1 has been met, and subject to the beneficiary’s continued presence in the Group’s headcount. Subject to the presence of the beneficiaries in the Group’s headcount and if the performance condition is fully met, the 3,814 preferred shares will be converted into 381,400 ordinary shares. If the AAORR achievement rate is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that are not converted may be bought back by the Company at par value with a view to their cancellation.

Following the two-for-one split in the par value of the Rubis share on July 28, 2017, the maximum number of preferred shares liable to be issued under the terms of the aforementioned authorization was raised to 2,740 (giving rise to a maximum of 274,000 ordinary shares assuming a conversion coefficient of 100). Taking into account the: • 187 preferred shares, readjusted to 374 shares following the two-for-one share split, allocated on July 19, 2017; • 345 preferred shares allocated on March 2, 2018; • 1,157 preferred shares allocated on March 5, 2018; • 140 preferred shares allocated on October 19, 2018; As of January 1, 2019, the Company had 724 preferred shares to be allocated. Two free preferred share plans were implemented in 2019. These are the January 7, 2019 and December 17, 2019 plans. JANUARY 7, 2019 A plan bearing on 62 preferred shares was launched on January 7, 2019, in favor of one employee. The vesting period for preferred shares was set at 3 years , i.e. until January 7, 2022. If the performance condition set out in 6.5.2.1 is fully met, the 62 preferred shares will be converted into 6,200 ordinary shares at the end of a one-year retention period, i.e. no earlier than January 7, 2023. If the AAORR achieved is zero or less than 100% of the target or if the beneficiary has left the Group, the preferred shares which will not be converted can be bought back by the Company at par value with a view to their cancellation. DECEMBER 17, 2019 A prefer red share plan bear ing on 662 preferred shares was launched on December 17, 2019, in favor of one employee. The vesting period for preferred shares was set at 3 years , i.e. until December 17, 2022. If the performance condition set out in 6.5.2.1 is fully met, the 662 preferred shares will be converted into 66,200 ordinary shares at the end of a one-year retention period, i.e. no earlier than December 17, 2023. If the AAORR achieved is zero or less than 100% of the target or if the beneficiary has left the Group, the preferred shares which will not 6.5.2.2.1 PLAN OF 6.5.2.2.2 PLAN OF

be converted can be bought back by the Company at par value with a view to their cancellation.

6.5.2.3 PLANS PRIOR TO 2019 Except for the plan of September 2, 2015 – for which the relevant Shareholders’ Meeting had set a vesting period of 2 years, followed by a retention period of 2 years – the plans below comprise a vesting period of 3 years followed by a retention period of one year. These are: • the September 2, 2015 plan, the retention period of which ended on the evening of September 1, 2019, and of which the conversion period into ordinary shares was ongoing at December 31, 2019; • the July 11, 2016 plan, for which the vesting period ended on July 11, 2019; • March 13, 2017, July 19, 2017, March 2, 2018, March 5, 2018 and October 19, 2018 plans, for which the vesting period was still ongoing as of December 31, 2019. 6.5.2.3.1 PLAN OF SEPTEMBER 2, 2015 The 2-year retention period for the Septembe r 2, 2 015 p lan ended on September 2, 2019. Of the 2,884 preferred shares allocated by the plan, only 2,740 had been issued by September 4, 2017, 144 preferred shares having been subject to a 2-year deferred vesting period for which certain beneficiaries whose compensation is taxable outside France opted. After having noted the presence of the beneficiaries in the Group’s headcount on that date, the Board of Management meeting of September 2, 2019: • decided to create 144 preferred shares that were subject to a deferred vesting period;

194 i Rubis 2019 Universal Registration Document