RUBIS - 2019 Universal Registration Document

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

6.5.3 FREE PERFORMANCE SHARES The Combined Shareholders’ Meeting of June 11, 2019 authorized the Company to issue a maximum number of free performance shares equal to 1.25% of the number of shares outstanding as of the date of this Shareholders’ Meeting, i.e. 1,216,972 free performance shares subject to a vesting period of at least 3 years and the fulfillment of the employment and performance conditions set forth below. • net income, Group share: condition relating to 25% of the total number of performance shares allocated. In order to definitively acquire 25% of the number of performance shares, the average annual growth in consolidated net income, Group share must be at least 6% in each of 3 fiscal years, i.e. a total of 18% over the period in question. A linear acquisition rate will be applied to the number of shares initially allocated in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the performance condition is not achieved and the acquisition rate for performance shares will be 0%; 6.5.3.1 EMPLOYMENT CONDITIONS AND PERFORMANCE CRITERIA

The acquisition of the performance shares by the beneficiaries will take place at the earliest on December 17, 2022, subject to the presence of the beneficiaries in the Group’s headcount on the vesting date and to the achievement of the performance conditions set forth in 6.5.3.1.

6.5.3.3 PLANS PRIOR TO 2019

6.5.3.3.1 PERFORMANCE

SHARES VESTED IN 2019 None of the free performance share plans had a vesting period ending in 2019. 6.5.3.3.2 PERFORMANCE SHARES ISSUED IN 2019 AS A RESULT OF DEFERRED VESTING The 8,748 performance shares (August 18, 2014 plan), whose vesting period ended on August 18, 2017 with the performance cond i tion v alidated (s ee c hapter 7 section 7.4.3.3.1 of the 2017 Registration Document), but were not issued due to the decision by a beneficiary whose compensation is taxable outside France to defer vesting by an additional 2 years, were issued automatically on August 19, 2019. 6.5.3.3.3 PERFORMANCE SHARES VESTING IN 2019 As of December 31, 2019, only the 385,759 performance shares of the December 17, 2019 plan were in the process of vesting. corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question; • net income, Group share: condition relating to 25% of the total number of options allocated. In order to exercise 25% of the options, the average annual growth in consolidated net income, Group share must be at least 6% over 3 fiscal years, i.e. 18% in total over the period in question.

The vesting of performance shares is subject to the beneficiary’s continued presence in the Group’s headcount at that date and the achievement of performance conditions calculated over 3 years based on the following criteria: • rate of return on the Rubis share (Total Shareholder Return “TSR”): condition relating to 50% of the total number of performance shares allocated. In order to definitively acquire 50% of the performance shares, the cumulative TSR of the Rubis share calculated over 3 years must be higher than the cumulative TSR of the SBF 120 over the same period. Failing this, the condition is deemed not fulfilled. The TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the performance in question; 6.5.4 STOCK OPTIONS The Combined Shareholders’ Meeting of June 11, 2019 authorized the Company to issue a maximum number of stock options equal to 0.25% of the number of shares comprising the Company’s share capital as of the date of this Shareholders’ Meeting, i.e. 243,394 stock options. The options can only be exercised following a minimum period of 3 years subject to the fulfillment of the employment and performance conditions set forth below. In accordance with the 23 rd resolution of the said meeting, the stock option subscription price may not be less than the average listed price of the Rubis share during the 20 trading days (or any other number of trading sessions that may subsequently be provided for by law) prior to the date of the meeting of the Board of Management during which the subscription options will be granted. No discount will be applied.

• earnings per share (EPS): condition relating to 25% of the total number of performance shares allocated. In order to definitively acquire 25% of the performance shares, the cumulative growth of EPS of the Rubis share calculated over 3 years must be higher than the cumulative FactSet consensus over the same period. Failing this, the condition is deemed not fulfilled.

6.5.3.2 PLAN IMPLEMENTED IN 2019

A free performance share plan bearing on 3 85,759 shares was launched on December 17, 2019, in favor of 49 employees. The vesting period for preferred shares was set at 3 years, i.e. until December 17, 2022. No retention period has been set.

6.5.4.1 PRESENCE CONDITION AND PERFORMANCE CRITERIA The exercise of stock options is subject to the beneficiary’s continued presence in the Group’s headcount on the exercise date and the achievement of performance conditions calculated over 3 years based on the following criteria: • rate of return on the Rubis share (Total Shareholder Return “TSR”): condition relating to 50% of the total number of options allocated. In order to exercise 50% of the options, the cumulative TSR of the Rubis share calculated over 3 years must be higher than the cumulative TSR of the SBF 120 over the same period. If this is not the case, the condition is deemed not fulfilled. TSR

196 i Rubis 2019 Universal Registration Document