RUBIS_REGISTRATION_DOCUMENT_2017

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

7.4.6.2 PERFORMANCE SHARE PLANS IN PROGRESS IN 2017 7.4.6.2.1 Plans with expired vesting periods and with an ongoing retention period Performance share plan 2012 plan 2012 plan 2012 plan

2013 plan

Date of Shareholders’ Meeting

06/07/2012 07/09/2012 195,751 (1) (2)

06/07/2012 07/18/2012

06/07/2012 09/18/2012

06/07/2012 07/09/2013 11,395 (1) (2)

Date of award by Board of Management

1,444 (1) (2)

3,609 (1) (2)

Number of shares allocated

Total number of beneficiaries, of which

48

1 0 0 1

1 0 0 1

4 0 2 2

• corporate officers • French residents • non-French residents

2

33 13

Vesting date (subject to the conditions set): • French residents

07/10/2015 07/10/2017

-

-

07/11/2016 07/11/2018

• non-French residents

07/20/2015

09/18/2015 as of 09/30/2017

End date of retention period

07/10/2017 44.44 (1) (2) or economic

07/20/2017 45.69 (1) (2) or economic

09/18/2017 50.43 (1) (2) or economic

07/11/2018 52.36 (1) (2) or economic

Performance condition: expected overall stock-market performance of the security after 3 years (in euros) and/or other condition

condition (3) and acquisition rate (5)

condition (3) and acquisition rate (5)

condition (3) and acquisition rate (5)

condition (4) and acquisition rate (5)

Number of shares vested

195,751

1,444

0

11,395

Number of shares canceled/null and void* Number of shares subject to deferred vesting Number of shares remaining as of 12/31/2017

0 0 0

0 0 0

3,609

0 0 0

0 0

(1) After adjustment following the December 2013 capital increase. (2) After last adjustment following the June 2015 capital increase.

(3) Average annual growth of consolidated net income, Group share, of 5% between fiscal years 2012, 2013 and 2014 (i.e. in total at least 15%). (4) Average annual growth of consolidated net income, Group share, of 5% between fiscal years 2013, 2014 and 2015 (i.e. in total at least 15%). (5) Between 50% and 100% of the initial award. * Due to expiration of the plan or departure of employees.

Performance share plan

2014 plan

2014 plan

2014 plan

Date of Shareholders’ Meeting

06/07/2012 01/03/2014

06/07/2012 03/31/2014

06/07/2012 08/18/2014 114,616 (1) (3)

Date of award by Board of Management

751 (1)

Number of shares allocated

5,101 (1)

Total number of beneficiaries, of which

2 0 2 0

1 0 1 0

15

• corporate officers • French residents • non-French residents

0

10

5

Vesting date (subject to the conditions set): • French residents

01/03/2017

04/03/2017

08/18/2017 08/18/2019 08/18/2019 25.11 (1) (3) or economic

• non-French residents End date of retention period

-

-

01/03/2019 51.32 (1) or economic

04/03/2017** 57.68 (1) or economic

Performance condition: expected overall stock-market performance of the security after 3 years (in euros) and/or other condition

condition (2) and acquisition rate (4)

condition (2) and acquisition rate (4)

condition (2) and acquisition rate (4)

Number of shares vested

5,101

751

104,368 (3)

Number of shares canceled/null and void* Number of shares subject to deferred vesting Number of shares remaining as of 12/31/2017

0 0 0

0 0 0

1,500 (3) 8,748 (3)

8,748 (1) (3)

(1) After last adjustment following the June 2015 capital increase. (2) Average annual growth of consolidated net income, Group share of 5% between fiscal years 2014, 2015 and 2016 (i.e. in total at least 15%). (3) After the 2-for-1 split in the value of the Rubis share on July 28, 2017. (4) Between 50% and 100% of the initial award. * Due to expiration of the plan or departure of employees. ** Standard retention period of 2 years from vesting not applicable to the sole beneficiary due to his invalidity corresponding to the classification in the second category provided for in Article L. 341-4 of the French Social Security Code. 2017 Registration Document I RUBIS 164