RUBIS - 2019 Universal Registration Document

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

7.1.8 LIMITED PARTNER SHAREHOLDERS’

7.1.9.2 STATUTORY DIVIDEND PAID TO GENERAL PARTNERS (ARTICLE 56) For each fiscal year, General Partners receive a dividend equal to 3% of the overall stock-market performance of Rubis shares, if positive, determined as indicated below, subject to a limit of 10% of Rubis’ consolidated net income , before allowances for depreciation and provisions of intangible assets, and subject to the maximum amount of distributable profit. Ov e r a l l s to c k- ma r ke t pe r f o r ma n c e corresponds to: • the change in market capitalization, equal to the product of the difference between the average opening share price quoted during the last 20 trading days of the fiscal year concerned and the previous fiscal year, and the number of shares at the close of the fiscal year concerned. It does not take into account new shares created during the fiscal year following any capital increase, except for bonus shares granted as part of a capital increase through capitalization of reserves, profits or share premiums, or as part of a stock split or reverse stock split; • plus the net distributed dividend and, where appropriate, any interim dividends paid by Rubis to its Limited Partners during the fiscal year concerned, as well as amounts corresponding to the value of options listed on the stock market separately from the shares or the value of any security granted free of charge to shareholders, other than Company shares. In particular, in the event that preferential subscription rights or a free grant of warrants exists, the value of each share included in the calculation of the market capitalization will be increased in proportion to the preferential rights or warrants to which they gave rights, by a sum corresponding to the average of the 10 opening quoted prices of said preferential subscription rights or warrants. The amount of the statutory dividend is recorded by the Ordinary Shareholders’ Meeting of General Partners and of Limited Partners. It is reinvested in full in Company shares, half of which are blocked for 3 years (agreement between General Partners dated June 19, 1997 supplementing the by-law provisions pertaining to their consideration).

If a shareholder c annot at tend the Shareholders’ Meeting in person, the shareholder may issue a proxy to another shareholder or to his or her spouse, or any other individual or corporation of his or her choice. He or she may also issue a proxy without naming a representative, which means that the Chairman of the Shareholders’ Meeting will vote in favor of those draft resolutions presented or approved by the Management and against all other draft resolutions. Shareholders may also vote by post.

MEETINGS (ARTICLES 34 TO 38 AND 40 OF THE BY-LAWS)

7.1.8.1 CONVOCATION METHODS Limited Partner Shareholders’ Meetings are convened by the Management or the Supervisory Board, or by any other person who is so entitled by law, in accordance with the statutory procedures and time frames. The Board of Management sends or makes available to shareholders, in accordance with the legislative provisions, documents allowing shareholders to make an informed decision. OF ADMISSION The right to participate in Shareholders’ Meetings is dependent upon the registration of securities in the shareholder’s name at least 2 business days prior to the Shareholders’ Meeting, at 00:00, Paris time, either in the registered securities list held by the Company, or in the bearer security accounts held by authorized intermediaries. The listing or registration of securities in the bearer securities accounts held by authorized intermediaries is recorded by a shareholder certificate issued by the latter. Any trans fer tak ing place af ter the aforementioned registration date shall have no influence on the functioning of the Shareholders’ Meeting: the transferor may vote for the entire amount of his or her previous interest. 7.1.8.3 VOTING CONDITIONS Each shareholder has as many votes as the voting shares he or she possesses or represents. Each ordinary share entitles the holder to one (1) vote , it being stipulated that the ratio of one vote per share shall prevail over any non-mandatory statutory or regulatory provisions to the contrary. Preferred shares do not confer voting rights at Limited Partner Shareholders’ Meetings (Article 14 bis ). 7.1.8.2 CONDITIONS

7.1.8.4 PLACE FOR

CONSULTING LEGAL DOCUMENTS

Documents pertaining to the Company, and in particular the by-laws, the minutes of Shareholders’ Meetings, and the reports presented at Shareholders’ Meetings by the Board of Management, the Supervisory Board or the Statutory Auditors, can be consulted at the Company’s registered office as well as on the Company’s website (www. rubis.fr).

7.1.9 STATUTORY ALLOCATION OF PROFITS

( ARTICLES 55, 56 AND 57 OF THE BY-LAWS)

7.1.9.1 PROFIT-SHARING (ARTICLE 55)

A 5% levy is deducted from net income, less any previous losses, in order to form the legal reserve. This levy is no longer mandatory once the said reserve is equivalent to one- tenth of the share capital. The legal reserve, formed to consolidate the share capital paid in by Limited Partners, shall remain the property of the Limited Partners. Under no circumstances may it be distributed to General Partners, even through a capital increase. This reserve, calculated on all of the profits made by the Company, will be the sole responsibility of Limited Partners. The balance of said profits, less any previous losses and plus retained earnings, make up the distributable profits.

210 i Rubis 2019 Universal Registration Document