RUBIS - 2019 Universal Registration Document

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

6.5.6.2 PERFORMANCE SHARE PLANS IN PROGRESS AS OF DECEMBER 31, 2019

6.5.6.2.1 PLANS WITH EXPIRED VESTING PERIOD AND AN ONGOING RETENTION PERIOD Performance share plan 2014 Plan 2014 Plan 2014 Plan

2015 plan

Date of Shareholders’ Meeting

06/07/2012 01/03/2014

06/07/2012 03/31/2014

06/07/2012 08/18/2014 114,616 (1)(4)

06/07/2012 04/17/2015 17,622 (1)(4)

Date of award by Board of Management

751 (1)

Number of shares allocated

5,101 (1)

Total number of beneficiaries, of which

2

1

15

3

• corporate officers • French residents • non-French residents

0 2 0

0 1 0

0

0 2 1

10

5

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

01/03/2017

04/03/2017

08/18/2017 08/18/2019 08/18/2019

04/17/2018 04/17/2018 04/17/2020

• non-French residents End date of retention period

-

-

01/03/2019

04/03/2017**

51.32 (1) or economic conditions (2) and vesting rate (5)

57.68 (1) or economic conditions (2) and vesting rate (5)

25.11 (1) (4) or economic conditions (2) and vesting rate (5)

33.88 (1) (4) or economic conditions (3) and vesting rate (5)

Performance conditions: expected overall stock market performance of the share after 3 years (in euros) and/or other conditions

Number of shares vested

5,101

751

113,116 (4)

17,622

0 0 0

Number of shares canceled/void*

0 0 0

0 0 0

1,500 (4)

Number of shares subject to deferred vesting Number of shares remaining at 12/31/2019

0 0

(1) After adjustment following the June 2015 capital increase. (2) Average annual growth of consolidated net income, Group share, of 5% between fiscal years 2014, 2015 and 2016 ( i.e. in total at least 15%). (3) Average annual growth of consolidated net income, Group share, of 5% between fiscal years 2015, 2016 and 2017 ( i.e. in total at least 15%). (4) Following the two-for-one Rubis share split of July 28, 2017. (5) Between 50% and 100% of the initial award. * Due to expiration of the plan or departure of employees. ** Standard retention period of 2 years from vesting not applicable to the sole beneficiary due to his invalidity corresponding to classification in the second category provided for in Article L. 341-4 of the French Social Security Code.

6.5.6.2.2 PLAN WITH AN ONGOING VESTING PERIOD AS OF DECEMBER 31, 2019 Performance share plan

2019 Plan

Date of Shareholders’ Meeting

06/11/2019 12/17/2019

Date of award by Board of Management

Number of shares allocated

385,759

Total number of beneficiaries, of which

49

• corporate officers • French residents • non-French residents

0

21 28

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

17/12/2022 at the earliest (1) 17/12/2022 at the earliest (1)

• non-French residents End date of retention period

N/A

Performance conditions expected after 3 years • rate of Return on Rubis Shares (TSR) (2)

Bearing on 50% of the number of PS awarded

• net income, Group share (3) • earnings per Rubis share (EPS) (5)

Bearing on 25% of the number of PS awarded + vesting rate (4)

Bearing on 25% of the number of PS awarded

Number of shares vested

0 0

Number of shares canceled/void*

Number of shares subject to deferred vesting Number of shares remaining at 12/31/2019

N/A

385,759

(1) Or at the end of the meeting of the Board of Management, which will meet to decide whether the performance conditions have been met. (2) The cumulative TSR of the Rubis share between the fiscal years 2019, 2020 and 2021 higher than the cumulative TSR of the SBF 120 over the same period. (3) Average annual growth of consolidated net income, Group share, of 6% between fiscal years 2019, 2020 and 2021 ( i.e. in total at least 18%). (4) Between 0% and 25% of the initial award. (5) The cumulative EPS of the Rubis share between the fiscal years 2019, 2020 and 2021 higher than the FactSet consensus over the same period. * Due to expiration of the plan or departure of employees.

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