RUBIS - 2019 Universal Registration Document

5.6 Shareholders’ Meetings 173 5.6.1 Draft resolutions that will be submitted to the vote of the shareholders at the Shareholders’ Meeting of June 11, 2020. 173 5.6.2 Regulated agreements 173 5.6.3 Procedure for evaluating current agreements 174 5.6.4 Participation of shareholders in the Shareholders’ Meetings 174 5.6.5 Table of delegations for the capital increases

5.3.6 Organization and work of the Supervisory Board 155 5.3.7 Specialized Committees of the Supervisory Board: Accounts and Risk Monitoring – Compensation and Appointments 156 5.3.8 Attendance of the members of the Supervisory Board and of the Committees at meetings 158 5.4 Additional information on the Managing General Partners and the members of the Supervisory Board 159 5.4.1 Conflicts of interest/ impediments 159 5.4.2 Contracts between a member of the

5 Corporate governance

139

Report of the Supervisory Board on corporate governance

140

in effect and the uses made of the delegations

5.1

The Afep-Medef Code 141

175

5.2 The Company's Management

5.7 Items liable to have

141

an impact in the event of a takeover bid or exchange offer

5.2.1 Managing

General Partners

142

177

5.2.2 Powers of the Management

Annex to the report of the Supervisory Board 5.8 Statutory Auditors’

Supervisory Board or a Managing General Partner and Rubis or one of its subsidiaries 159

143

178

5.2.3 Management meetings and work in 2019 5.3 Control of Company management:

143

report on the corporate governance report

182

5.4.3 Multiple terms of office

159

the Supervisory Board and the Committees

5.4.4 Restrictions on the sale by the members of the Supervisory Board and the Managing General Partners of their shares in the share capital of Rubis

144

5.3.1 Powers of the

Supervisory Board

144

5.3.2 Internal rules of the Supervisory Board 5.3.3 The members of the Supervisory Board 5.3.4 Terms of office of members of

144

159

5.5 Corporate officer compensation 5.5.1 Corporate officer

145

160

the Supervisory Board due to end and renewals proposed to the Shareholders’ Meeting of June 11, 2020 152

compensation policies 160

5.5.2 Compensation paid or allocated to

the corporate officers for the 2019 fiscal year (subject to the ex-post vote of the Shareholders’ Meeting of June 11, 2020) 165

5.3.5 Composition

and independence of the Supervisory Board and its Committees

152

6

Rubis 2019 Universal Registration Document