RUBIS_REGISTRATION_DOCUMENT_2017

GENERAL INFORMATION ABOUT RUBIS 8 Information regarding the corporate by-laws

8.2 INFORMATION REGARDING THE CORPORATE BY-LAWS

securities or corporate rights, mergers, joint arrangements, combinations, joint-venture companies, or by obtaining any property or other rights under a lease or management of a lease. And in general, any industrial, commercial, financial or civil operation or transaction in movable or immovable property that might be associated directly or indirectly with one of the purposes listed above or any similar or connected purpose.” The Company is managed and run by one or more Top Managers, either individuals or corporations, irrespective of whether they are General Partners or not. If the Top Manager is a corporate entity, its Managers are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were Top Managers in their own right, without prejudice to the joint and several liability of the corporation they manage. 8.2.5.1 APPOINTMENT – RE-ELECTION During the Company’s existence, the General Partners are responsible for appointing any new Top Manager or re-electing him or her by unanimous vote. However, if the said Top Manager candidate is not a General Partner, his or her appointment may only take place with the approval of the Ordinary Shareholders’ Meeting of Limited Partners. 8.2.5.2 POWERS Each Top Manager has ex tensive powers to act in any circumstance in the Company’s name, within the limits of the corporate purpose and subject to those expressly granted by law or the by-laws to the Shareholders’ Meetings and to the Supervisory Board. In the event of multiple Top Managers, the unanimous approval from the Board of Management is required for any decision involving expenses greater than €152,449. 8.2.5 TOP MANAGEMENT (Articles 7, 20 to 22 and 54 of the by-laws)

(i) their issue date and (ii) their conversion period. Consequently, the corporate body deciding the preferred share issue shall amend this Article accordingly, so as to specify the designation and characteristics of such issued class, including those referred to in (i) and (ii) above. 2,740 Class A preferred shares were issued on September 4, 2017. They may be converted for a period of 6 months from September 2, 2019 into a maximal number of 274,000 ordinary shares, depending on the level of achievement of the target Average Annual Overall Rate of Return (AAORR), set at 10% by decision of the Board of Management on September 2, 2015. 8.2.3.2 RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES Each share of the same class entitles the holder to a share, proportional to the fraction of the share capital it represents, of the corporate assets, the liquidation surplus and the profits. All shares of the same class have the same par value and are fully fungible with each other, with the sole exception of the starting point of their dividend rights. A Limited Partner is liable for corporate liabilities up to the amount of the par value of the shares he owns. Ownership of a share automatically implies acceptance of these by-laws and the resolutions regularly adopted by the Shareholders’ Meeting. 8.2.4 CORPORATE PURPOSE (Article 2 of the by-laws) The Company’s purpose, both in France and elsewhere, is: “Acquiring interests in any civil or commercial companies, by creating new companies, contributing, subscribing for or purchasing securities, corporate rights or convertible or non-convertible bonds, mergers, joint arrangements or otherwise. This may be done directly or indirectly, by creating new companies and business combinations, contributing limited partnerships, subscribing for or purchasing

8.2.1 CORPORATE NAME, REGISTERED OFFICE,

TRADE AND COMPANIES REGISTER (Articles 3 and 4 of the by-laws)

Rubis 105, avenue Raymond-Poincaré 75116 Paris - France Paris Trade and Companies Register (RCS) 784 393 530 8.2.2 DATE OF INCORPORATION, DURATION AND FISCAL YEAR (Articles 5 and 52 of the by-laws) The Company was formed on July 21, 1900. Its current formwas created from themerger, on June 30, 1992, of 2 companies listed on the stock exchange, Rubis Investment & Cie and Compagnie de Penhoët. The Company’s duration extends until May 30, 2089, except in the event of early dissolution or further extension. Each fiscal year lasts 12 months, beginning on January 1 and ending on December 31.

8.2.3 SHARE CAPITAL – RIGHTS AND

OBLIGATIONS ATTACHED TO SHARES (Articles 8, 14 and 14 bis of the by-laws)

8.2.3.1 SHARE CAPITAL The share capital amounts to one hundred seventeen million, three hundred thirty-five thousand, six hundred (117,335,600) euros. It is divided into 93,865,740 ordinary shares and 2,740 Class A preferred shares with a par value of €1.25 each, fully paid up. Under legal and regulatory conditions, preferred shares may be created, with special rights as defined in Articles 14 bis , 33, 48 and 57 of the by-laws. Several classes of preferred shares may be created with different characteristics, namely

2017 Registration Document I RUBIS

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