RUBIS - 2019 Universal Registration Document

7 GENERAL INFORMATION ABOUT RUBIS - Information regarding the corporate by-laws

7.1.4 CORPORATE PURPOSE

7.1.5.2 POWERS Each Managing General Par tner has extensive powers to act in any circumstance in the Company’s name, within the limits of the corporate purpose and subject to those expressly granted by law or the by-laws to the Shareholders’ Meetings and to the Supervisory Board. In the event of multiple Managing General Partners, the unanimous approval from the Board of Management is required for any decision involving expenses greater than €152,449. 7.1.5.3 PERMANENT MANAGING PARTNER UNDER THE BY-LAWS Gilles Gobin has been appointed Permanent Managing Partner under the by-laws. FIXED COMPENSATION Management compensation, which was set for the year ended December 31, 1997 at 90% of the total amounts paid by Rubis to the Management in respect of compensation for the prior year (€1,478,450), is indexed annually on the change (ratio of the closing index to the opening index) in the benchmark index used for the calculation of fees paid to Rubis by Rubis Énergie and Rubis Terminal under assistance agreements. 7.1.5.4 MANAGEMENT

members in office. In the event that this proportion is exceeded, the oldest member is deemed to have resigned from office at the end of the next Shareholders’ Meeting. 7.1.6.2 DELIBERATIONS The Supervisory Board meets whenever it may be in the Company’s interests, at the request of its Chairman or the Management, and at least once every 6 months. 7.1.6.3 POWERS The Supervisory Board assumes permanent control over the management of the Company as provided by law. Each year, for the Ordinary Shareholders’ Meeting, it prepares a report which is made available to shareholders at the same time as the Management report and the financial statements for the fiscal year. Its Chairman also prepares a report on the functioning of the Management and Control bodies, as well as on the internal control procedures implemented within the Group.

(ARTICLE 2 OF THE BY-LAWS)

The Company’s purpose, both in France and elsewhere, is: “Acquiring interests in any civil or commercial companies, by creating new companies, contributing, subscribing for or purchasing securities, corporate rights or convertible or non-convertible bonds, mergers, joint arrangements or otherwise. This may be done directly or indirectly, by creating new companies and business combi na t ion s, con t r i bu t i ng limi ted partnerships, subscribing for or purchasing securities or corporate rights, mergers, joint arrangements, combinations, joint-venture companies, or by obtaining any property or other rights under a lease or management of a lease. And in general, any industrial, commercial, financial or civil operation or transaction in movable or immovable property that might be associated directly or indirectly with one of the purposes listed above or any similar or connected purpose.” The Company is managed and run by one or more Managing General Partners, either individuals or corporations, irrespective of whether they are General Partners or not. If the Managing General Par tner is a corporate entity, its Managers are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were Managing General Partners in their own right, without prejudice to the joint and several liability of the corporation they manage. During the Company’s existence, the General Partners are responsible for appointing any new Managing General Partner and re-electing him or her by unanimous vote. However, if the said Managing General Partner candidate is not a General Partner, his or her appointment may only take place with the approval of the Ordinary Shareholders’ Meeting of Limited Partners. 7.1.5.1 APPOINTMENT – RE-ELECTION 7.1.5 MANAGEMENT (ARTICLES 7, 20 TO 22 AND 54 OF THE BY-LAWS)

7.1.7 GENERAL PARTNERS

( ARTICLES 19 AND 24 OF THE BY-LAWS)

7.1.7.1 APPROVAL OF NEW GENERAL PARTNERS

7.1.6 SUPERVISORY BOARD

The corporate rights attached to the position of General Partner may only be surrendered with the unanimous agreement of all the other General Partners. In cases when the assignee is not already a General Partner, approval of the Extraordinary Shareholders’ Meeting of Limited Partners, as defined for extraordinary decisions, must be obtained. 7.1.7.2 POWERS AND DECISIONS General Partners may exercise all of the powers pertaining to their position as provided by law and the by-laws. The General Partners’ decisions may be sought, either during the Shareholders’ Meetings, or by written request. All of the General Partners’ decisions (Article 24.4) are carried by unanimous vote, except for those concerning the revocation of a Managing General Partner without the status of General Partner, which is decided by majority vote (Article 20.2).

(ARTICLES 27 TO 29 OF THE BY-LAWS)

7.1.6.1 CONSTITUTION The Company has a Supervisory Board whose members are chosen from among the shareholders not holding the position of General Partner or Managing General Partner. The members are appointed and revoked by the Ordinary Shareholders’ Meeting, although General Partners may not vote in resolutions pertaining to this. They have a 3-year term of office, expiring at the end of the Shareholders’ Meeting ruling on the financial statements for the previous fiscal year and held in the year during which their term of office expires. Members are re- eligible for office. The number of Board members over 70 years of age may not exceed one-third of the

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