RUBIS - 2019 Universal Registration Document

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

6.5.6.2.1 PLAN WITH EXPIRED VESTING PERIOD AND AN ONGOING CONVERSION PERIOD Preferred share plans

2016 Plan

Date of Shareholders’ Meeting

06/09/2016 07/11/2016

Date of award by Board of Management Number of preferred shares allocated Total number of beneficiaries, of which

3,864 (4)

51

• corporate officers • French residents • non-French residents

2

38 13

Vesting date of preferred shares (subject to the conditions set): • French residents

07/11/2019 07/11/2020 07/11/2020

• non-French residents

Date of convertibility of preferred shares into ordinary shares (subject to the conditions set)

Number of preferred shares vested Number of preferred shares canceled/void*

3,722

50 92

Number of preferred shares subject to deferred vesting

Number of preferred shares convertible into ordinary shares, according to:

-

• reference price (1) (for the assessment of the Average Annual Overall Rate of Return – AAORR)

33.78 (4)

• AAORR (2) achieved

- -

• conversion coefficient applied (3)

Number of preferred shares converted into ordinary shares Number of preferred shares still to be converted as of 12/31/2019

0

3,814 (4)

(1) Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date of the allocation of the preferred shares. (2) Average Annual Overall Rate of Return (AAORR) for the Rubis share equal to a 10% minimum ( i.e. a minimum total return of 40% over 4 years). (3) The conversion parity varies between 0 and 100 ordinary shares for 1 preferred share allocated depending on the actual AAORR. A linear degression will be applied between the actual AAORR and the target AAORR (10%) giving the right to a maximum coefficient of 100.

(4) Following the two-for-one Rubis share split of July 28, 2017. * Due to expiration of the plan or departure of employees.

6.5.6.1.2 PLANS STILL VESTING AS OF DECEMBER 31, 2019 Preferred share plans

2017 Plan

2017 Plan

2018 Plan

Date of Shareholders’ Meeting

06/09/2016 03/13/2017

06/08/2017 07/19/2017

06/08/2017 03/02/2018

Date of award by Board of Management Number of preferred shares allocated Total number of beneficiaries, of which

374 (4)

345

1,932 (4)

19

6

1

• corporate officers • French residents • non-French residents

2

0 5 1

1 1 0

15

4

Vesting date of preferred shares (subject to the conditions set): • French residents

03/13/2020 03/13/2021 03/13/2021

07/19/2020 07/19/2021 07/19/2021

03/02/2021 03/02/2022 03/02/2022

• non-French residents

Date of convertibility of preferred shares into ordinary shares (subject to the conditions set)

Number of preferred shares vested Number of preferred shares canceled/void*

0 0

0 0

0 0

Number of preferred shares convertible into ordinary shares, according to:

-

-

-

• reference price (1) (for the assessment of the Average Annual Overall Rate of Return – AAORR)

43.10 (4)

50.28 (4)

57.97

• AAORR (2) achieved

- -

- -

- -

• conversion coefficient applied (3)

Number of preferred shares converted into ordinary shares Number of preferred shares still to be converted as of 12/31/2019

0

0

0

374 (4)

345

1,932 (4)

(1) Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date of the allocation of the preferred shares. (2) Average Annual Overall Rate of Return (AAORR) for the Rubis share equal to a 10% minimum ( i.e. a minimum total return of 40% over 4 years). (3) The conversion parity varies between 0 and 100 ordinary shares for 1 preferred share allocated depending on the actual AAORR. A linear degression will be applied between the actual AAORR and the target AAORR (10%) giving the right to a maximum coefficient of 100.

(4) Following the two-for-one Rubis share split of July 28, 2017. * Due to expiration of the plan or departure of employees.

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