RUBIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE 6 Organization and functioning of the Top Management

6.3 ORGANIZATION AND FUNCTIONING OF THE TOP MANAGEMENT

founder Gilles Gobin, and Jacques Riou, Manager of Agena, which he wholly owns. The Top Managers are appointed for an unlimited term by the General Partners. However, a candidate who is not a General Partner can only be appointed by vote of the Ordinary Shareholders’ Meeting.

This feature is an important guarantee for shareholders, since it requires Top Management to exercise greater vigilance in managing the Company, particularly with regard to risk management. Ultimate responsibility for the partnership and the Top Management rests directly and indirectly ( via Sorgema) with the Group’s

The General Management of the Company is provided by the Board of Management, which is made up of 4 Top Managers: Gilles Gobin and the companies Sorgema, Agena and GR Partenaires. All Top Managers except Agena are General Partners and therefore have unlimited liability for Rubis’ debts against their personal property.

6.3.1 POWERS OF THE TOP MANAGEMENT

Rubis Énergie (100%) and Rubis Terminal (99%), the Top Managers of Rubis: • decide Group strategy; • manage its development and control; • make key management decisions based on the strategy with the subsidiaries’ General Management and ensure that

decisions are implemented by the parent company and subsidiaries. In exercising their management authority over the Group, the Top Managers rely on the CEOs of Rubis Énergie and Rubis Terminal, and on the heads of the operating subsidiaries of the latter.

Top Managers are able to represent and bind the Company in its relationships with third parties within the constraints set by its corporatepurpose and subject to thepowers granted by law to the Supervisory Board and Shareholders’ Meetings. To the extent that Rubis controls the head branch subsidiaries,

6.3.2 MEETINGS AND WORK OF THE TOP MANAGEMENT IN 2017

• the launch of 2 free preference share plans; • the 2-for-1 split of the Company’s shares; • the authorization for Rubis to acquire all of the shares of PrivateBusinessCenter Paris; • the issue, without preferential subscription rights, of equity warrants in favor of Crédit AgricoleCIBandSociétéGénérale (equity line);

• the authorization to sign credit facility agreements with financial institutions; • the recognition of capital increases resulting from: subscriptions of employees to the capital increase reserved for them, the reinvestment of the dividend in shares by shareholders, the exercise of stock options and the vesting of performance and preferred shares.

In 2017, the Board of Management officially met 27 times. The main issues addressed at these meetings were: • the capital increase reserved for Group employees; • the adoption of the annual and half-yearly separate and consolidated financial statements;

2017 Registration Document I RUBIS 128