RUBIS - 2019 Universal Registration Document

8 FINANCIAL STATEMENTS - 2019 Consolidated financial statements and notes

12/31/2019 % control

12/31/2019 % interest

12/31/2018 % control

12/31/2018 % interest

Consolidation method*

Name

Head Office

Kobil Uganda Ltd

Plot N°4 Wankulukuku Road Nalukulango, Industrial Area P.O. Box 27478 - Kampala Uganda Plot N°1630 Malambo Road P.O. Box 320089 - Lusaka Zambia Kudenga House 3 Baines Avenue, Harare Zimbabwe

100.00%

100.00%

FC

Kobil Zambia Ltd

100.00%

100.00%

FC

Rubis Énergie Zimbabwe (Private) Ltd

55.00%

55.00%

FC

* FC: full consolidation; JO: joint operation; JV: joint venture (equity method); EM: equity method.

of Gulf Energy Limited, the No. 4 player on the Kenyan market. With 470,000 m 3 of petroleum products distributed in 2018, GEHL is a major force in the key market segments: network (46 gas stations), commercial (notably in supply to power plants and major industrial customers), aviation, LPG and lubricants. In support of its distribution activities, the company has 2 petroleum product storage depots (Mombasa and Nairobi), an LPG storage facility with a bottle-filling center, and a lubricant storage and packaging unit. Since the acquisition took place at the end of the year, this new activity was not included in the scope of consolidation for the year ended December 31, 2019. The shares are recognized in “Other financial assets” while the acquisition expenses are included in “Other operating income and expenses” for 2019. After a 15-month investigation, at the end of 2018, the Group was authorized to acquire Repsol’s LPG distribution assets on the islands of Madeira and the Azores. In view of the late date of the approval, the assets had been partially consolidated in 2018 and the securities of the non-consolidated entities had been recorded in the balance sheet under “Other financial assets”. The acquisition was finalized in 2019. The goodwill was definitively set at €26 million. The Competition Authority imposed the resale of certain assets to avoid allowing the Group to assume a dominant position. The transactions were carried out without any material impact on the Group’s results. 3.2.3 ACQUISITION OF ACTIVITIES IN THE AZORES AND MADEIRA

Rubis Antilles Guyane holds a minority stake in 5 EIGs located in the French Antilles; these companies’ accounts, which are not significant, are not consolidated. Similarly, Rubis Energia Portugal currently holds unconsolidated investments in an insignificant amount. In De cember 2 019, KenolKobil PLC completed the acquisition of Gulf Energy Holdings Limited (see note 3.2.2), which was not consolidated in 2019 due to the lateness of the takeover date. It will be consolidated as of January 1, 2020. As explained in Note 3.2. "Changes in consolidation", in view of the political and monetary problems in Burundi, the Group decided not to consolidate this KenolKobil subsidiary, given that it does not really control this activity. The corresponding securities were fully impaired 3.2 CHANGES IN THE SCOPE OF CONSOLIDATION The changes in the scope of consolidation concerned business combinations as defined by IFRS 3 and the acquisition of groups of assets. Only the most material transactions are set out below. OF KENOLKOBIL PLC In October 2018, the Group acquired 24.99% of KenolKobil Plc, and announced its intention of launching a takeover bid on the remaining capital. This transaction amounted to €49 million and was recorded in “Other financial assets” as of December 31, 2018. On January 10, 2019, following the approval received from the Financial Markets Authority of Kenya, the Group announced its offer to buy all KenolKobil Plc shares at a price of 23 Kenyan shillings per share. 3.2.1 ACQUISITION

The offer closed on February 18, 2019. A total of 97.6% of outstanding shares were tendered, and the Group launched a procedure allowing it to buy out the residual shares at a price of 23 Kenyan shillings. KenolKobil, the leading distributor of petroleum products in Kenya, also operates in Rwanda, Uganda, Zambia, Ethiopia and Burundi. In view of the political and monetary problems in Burundi, the Group decided not to consolidate this subsidiary, given that it does not really control this activity. The corresponding shares were fully impaired. The fair values of the main net asset items acquired are summarized below:

April 1, 2019

(in thousands of euros)

Goodwill

212,024

Fixed assets (and right-of-use assets)

72,982 127,868 80,168 61,345

Inventories

Trade and other receivables Cash and cash equivalents

The fair value of the assets acquired and liabilities assumed is subject to change in the 12 months following the acquisition (April 1, 2019). The contribution to the Group's consolidated revenue amounted to €999 million for a contribution to current operating income (EBIT) of €13.4 million. The same aggregates estimated over a full year amount to €1,315 million and €16.8 million respectively.

3.2.2 ACQUISITION OF GULF HOLDINGS LIMITED

A s s t a t e d i n t h e p r e s s r e l e a s e o f December 13, 2019, KenolKobil completed the acquisition of Gulf Energy Holdings Limited (GEHL), the company that holds all of the petroleum product distribution activities

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