RUBIS - 2019 Universal Registration Document

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

6.5.4.2 PLAN IMPLEMENTED IN 2019

Nevertheless, a linear exercise rate will be applied to the number of options initially allocated in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the performance condition will not be achieved and the option exercise rate will be 0%. • earnings per share (EPS): condition relating to 25% of the total number of options allocated. In order to exercise 25% of the options, 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.

December 17, 2022, and will extend for a period of 10 years. No retention period has been set for the shares resulting from the exercise of the options. 6.5.4.3 PREVIOUS PLANS As of December 31, 2019, no stock option plans prior to December 17, 2019 were ongoing.

On December 17, 2019, a stock option plan bearing on 150,276 options was issued, benefiting 41 employees. The subscription price for new shares was set at €52.04, i.e. the average of the Rubis share price during the 20 trading days preceding December 17, 2019, without any discount. The exercise of the options was subject to the beneficiary’s presence in the Group’s headcount at the time of exercise and the achievement of the performance conditions set out in 6.5.3.1. The option exercise period will begin at the end of the third year following the date of allocation of the options, i.e. no earlier than

6.5.4.4 STOCK OPTIONS

REMAINING TO BE EXERCISED IN 2019

As of December 31, 2019, the stock options remaining to be exercised consist of the 150,276 options under the December 17, 2019 plan.

6.5.5 NUMBER OF ORDINARY SHARES LIKELY TO BE ISSUED AS OF DECEMBER 31, 2019 AS A RESULT OF ALL ONGOING PLANS

• 385,759 shares from the December 17, 2019 performance share plan for which the vesting period is ongoing; • 1,057,200 shares from the preferred share plans not yet converted into ordinary shares;

• 150,276 shares from the stock option plan for which the exercise period is not open. The burn-rate as of December 31, 2019 ( i.e. the average of the Company’s allocation rate over a rolling 3-year period) is 0.34%.

As of December 31, 2019, the potential volume of ordinary shares liable to be issued as a result of all of ongoing free performance share, preferred share and stock option plans, was 1,593,235 shares, or 1.59% of the share capital (see tables in section 6.5.6.1):

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