RUBIS_REGISTRATION_DOCUMENT_2017

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

7.4.6.2.2 Plans with an ongoing vesting period as of December 31, 2017 Performance share plan

2015 plan

Date of Shareholders’ Meeting

06/07/2012 04/17/2015 17,622 (1) (3)

Date of award by Board of Management

Number of shares allocated

Total number of beneficiaries, of which

3 0 2 1

• corporate officers • French residents • non-French residents

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

04/17/2018 to 05/29/2018 04/17/2018 to 05/29/2020 04/17/2020 33.88 (1) (3) or economic condition (2) and acquisition rate (4)

• non-French residents

End date of retention period

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

Number of shares vested

0 0

Number of shares canceled/null and void* Number of shares remaining as of 12/31/2017

17,622 (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 2015, 2016 and 2017 (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.

The table below provides information on free performance shares allocated in 2017 to the top 10 employees who are not corporate officers of Rubis.

Number of free performance shares allocated

Date of plans

Free performance shares awarded to the top 10 employees who are not corporate officers

Shares granted during the fiscal year to the 10 employees of the issuer or any other company eligible for the free shares, who received the highest number of shares granted (total figure)

0

-

7.4.6.3 STOCK-OPTION PLANS IN PROGRESS IN 2017

Stock-option plans

2012

Date of Shareholders’ Meeting

06/10/2009 07/09/2012

Date of award by Board of Management Total number of shares available Total number of beneficiaries, of which

548,525 (1) (2) (3)

49

• corporate officers

2

Start date for exercise of options Expiration date for exercise of options

07/09/2015 07/08/2017

Subscription price (in euros)

36.48 (1) (2) 548,443

Total number of options exercised Number of options canceled/null and void*

82

Number of outstanding options as of 12/31/2017

0

(1) After adjustment following the December 2013 capital increase. (2) After last adjustment following the June 2015 capital increase. (3) Exercise conditional on a price of €39.34 or on 5% average annual growth in consolidated net income, Group share for fiscal years 2012, 2013 and 2014 (i.e. a total of at least 15%), subject to an acquisition rate. * Due to expiration of the plan or departure of employees.

2017 Registration Document I RUBIS

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