RUBIS_REGISTRATION_DOCUMENT_2017

RUBIS’ CAPITAL AND SHAREHOLDERS 7 Stock options, performance shares and preferred shares

If the AAORR is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that will not be converted can be bought back by the Company at par value with a view to their cancellation. From their issue and until their conversion into ordinary shares (2 years), preferred shares give the right to a dividend of an amount equal to 50% of that paid for an ordinary share. This dividend will be paid in cash without the possibility of opting for a payment in shares. 7.4.2.3.2 Plan of July 11, 2016 The vesting period for the plan of July 11, 2016, relating to 3,864 (2) preferred shares, was still in progress at December 31, 2017. The vesting period for preferred shares was set at 3 years ( i.e. until July 11, 2019). At the end of a one-year retention period, the shares will be converted into ordinary shares, subject to the fulfilment of the performance condition, on the basis of the Average Annual Overall Rate of Return (AAORR) of the Rubis share as discussed in section 7.4.2.1. Vesting of the preferred shares and their conversion into ordinary shares are subject to the beneficiary’s continued employment within the Group. If the performance condition set forth is 100% met, then the 3,864 preferred shares will be converted into 386,400 ordinary shares. If the AAORR achieved is zero or less than 100% of the target or if the beneficiary has left the Group, the preferred shares which will not be converted can be bought back by the Company at par value with a view to their cancellation. Upon vesting, preferred shares will give the right until their conversion into ordinary shares (a one-year period) to a dividend of an amount equal to 50% of that paid for an ordinary share. This dividend will be paid in cash without the possibility of opting for a payment in shares. 7.4.2.3.3 Preferred shares not yet vested as of December 31, 2017 The vesting periods of the 6,170 (3) preferred shares from the plans of July 11, 2016, March 13, 2017 and July 19, 2017 were still ongoing.

had, as of January 1, 2017, 966 preferred shares to allocate (resulting in a maximum of 96,600 ordinary shares assuming a conversion rate of 100%). A preferred share plan bearing on these 966 shares was launched on March 13, 2017, in favor of 19 employees. The impact of the 2-for-1 split in the par value of the Rubis share on July 28, 2017 is shown in the tables in section 7.4.6. The vesting period for preferred shares was set at 3 years ; these shares will then be converted into ordinary shares subject to the achievement of the performance condition and in line with the conversion coefficient set out in section 7.4.2.1, after a one-year retention period. If the percentage of achievement is zero or if the beneficiary has left the Group, the preferred shares that will not be converted can be bought back by the Company at par value with a view to their cancellation. From their issue and until their conversion into ordinary shares (one year), they will entitle holders to a dividend in an amount equal to 50% of that paid for an ordinary share. This dividend will be paid in cash without the possibility of opting for a payment in shares. 7.4.2.2.2 Plan of July 19, 2017 The Combined Shareholders’ Meeting of June 8, 2017 authorized the Company to issue a maximal amount number of 1,370 preferred shares, convertible after a minimal 4-year period into a maximal amount of 137,000 ordinary Company shares, for a conversion coefficient of 100. Following the 2-for-1 split in the par value of the Rubis share on July 28, 2017, the maximal number of preferred shares liable to be issued under the terms of the aforementioned authorization was raised to 2,740 (giving rise to a maximum of 274,000 ordinary shares assuming a conversion rate of 100%). On July 19, 2017, a preferred share plan bearing on 187 preferred shares, adjusted to 374 preferred shares following the 2-for-1 share split, was implemented, in favor of 6 employees. The vesting period for preferred shares was set at 3 years ; these shares will then be

converted into ordinary shares subject to the achievement of the performance condition and in line with the conversion coefficient set out in section 7.4.2.1, after a one-year retention period. If the AAORR is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that will not be converted can be bought back by the Company at par value with a view to their cancellation. From their issue and until their conversion into ordinary shares (one year), they will entitle holders to a dividend in an amount equal to 50% of that paid for an ordinary share. This dividend will be paid in cash without the possibility of opting for a payment in shares. 7.4.2.3 PREVIOUS PLANS Previous plans are the September 2, 2015 plan, for which the vesting period ended on September 2, 2017, and the July 11, 2016 plan, for which the vesting period was still ongoing as of December 31, 2017. 7.4.2.3.1 Plan of September 2, 2015 The 2-year vesting period for the September 2, 2015 plan bearing on 2,884 (1) preferred shares ended on September 2, 2017. After having noted the presence of the beneficiaries in the Group’s headcount as of that date, the Board of Management, at its meeting of September 4, 2017, decided to create 2,740 preferred shares out of the 2,884 preferred shares making up the plan. 144 preferred shares were the subject of deferred vesting (2 years), namely those awarded to certain beneficiaries whose compensation is taxable outside France; they will be issued on September 2, 2019, before being converted into ordinary shares. The preferred shares may be converted into ordinary shares during a 6-month period from September 2, 2019, after the Board of Management has acknowledged that the performance condition set out in section 7.4.2.1 has been met, and subject to the beneficiary’s continued presence in the Group’s headcount. If the performance condition is met in full, the 2,884 preferred shares will be converted into 288,400 ordinary shares.

2017 Registration Document I RUBIS

(1) Initial quantity (1,442 preferred shares) multiplied by 2 following the 2-for-1 split in the par value of the Rubis share on July 28, 2017. (2) Initial quantity (1,932 preferred shares) multiplied by 2 following the 2-for-1 split in the par value of the Rubis share on July 28, 2017. (3) Initial quantities multiplied by 2 following the 2-for-1 split in the par value of the Rubis share on July 28, 2017.

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