RUBIS_REGISTRATION_DOCUMENT_2017

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

who is so entitled by law, in accordance with the statutory procedures and time frames. The Board of Management sends or makes available to shareholders, in accordance with the legislative provisions, documents allowing shareholders to make an informed decision. 8.2.8.2 CONDITIONS OF ADMISSION The right to participate in Shareholders’ Meeting s is dependent upon t he registration of securities in the shareholder’s name at least 2 business days prior to the Shareholders’ Meeting, at 00:00, Paris time, either in the registered securities list held by the Company, or in the bearer security accounts held by authorized intermediaries. The listing or registration of securities in the bearer securities accounts held by authorized intermediaries is recorded by a shareholder certificate issued by the latter. Any transfer taking place af ter the aforementioned registration date shall have no influence on the functioning of the Shareholders’ Meeting: the transferor may vote for the entire amount of his or her previous interest. 8.2.8.3 VOTING CONDITIONS Each shareholder has as many votes as the voting shares he or she possesses or represents. Each ordinary share entitles the holder to one (1) vote , it being stipulated that the ratio of one vote per share shall prevail over any non-mandatory statutory or regulatory provisions to the contrary. Preferred shares do not confer voting rights at Limited Partner Shareholders’ Meetings (Article 14 bis ). If a shareholder cannot at tend the Shareholders’ Meeting in person, the shareholder may issue a proxy to another shareholder or to his or her spouse, or any other individual or corporation of his or her choice. He or she may also issue a proxy without naming a representative, which means that the Chairman of the Shareholders’ Meeting will vote in favor of those draft resolutions presented or approved by the Top Management and against all other draft resolutions. Shareholders may also vote by post.

8.2.5.3 STATUTORY TOP MANAGER

8.2.6.3 POWERS The Supervisory Board assumes permanent control over the management of the Company as provided by law. Each year, for the Ordinary Shareholders’ Meeting, it prepares a report which is made available to shareholders at the same time as the Top Management report and the financial statements for the fiscal year. Its Chairman also prepares a report on the functioning of the Management and Supervisory bodies, as well as on the internal control procedures implemented within the Group. 8.2.7 GENERAL PARTNERS (Articles 19 and 24 of the by-laws) 8.2.7.1 APPROVAL OF THE GENERAL PARTNERS The corporate rights attached to the position of General Partner may only be surrendered with the unanimous agreement of all the other General Partners. In cases when the assignee is not already a General Partner, approval of the Extraordinary Shareholders’ Meeting of Limited Partners, as defined for extraordinary decisions, must be obtained. 8.2.7.2 POWERS AND DECISIONS General Partners may exercise all of the powers pertaining to their position as provided by law and the by-laws. The Partners’ decisions may be sought, either during the Shareholders’ Meetings, or by written request. All of the General Partners’ decisions (Article 24.4) are carried by unanimous vote, except for those concerning the revocation of a TopManager without Partner status, which is decided by majority vote (Article 20.2).

Gilles Gobin has been appointed Statutory Top Manager.

8.2.5.4 TOP MANAGEMENT FIXED COMPENSATION Top Management compensation, which was set for the year ended December 31, 1997 at 90% of the total amounts paid by Rubis to the Top Management in respect of compensation for the prior year (€1,478,450), is indexed annually on the change (ratio of the closing index to the opening index) in the benchmark index used for the calculation of fees paid to Rubis by Rubis Énergie and Rubis Terminal under assistance agreements. 8.2.6.1 CONSTITUTION The Company has a Supervisory Board whose members are chosen from among the shareholders not holding the position of General Partner or Top Manager. The members are appointed and revoked by the Ordinary Shareholders’ Meeting, although General Partners may not vote in resolutions pertaining to this. They have a 3-year term of office, expiring at the end of the Shareholders’ Meeting ruling on the financial statements for the previous fiscal year and held in the year during which their term of office expires. Members are re- eligible for office. The number of Board members over 70 years of age may not exceed one third of the members in office. In the event that this proportion is exceeded, the oldest member is deemed to have resigned from office at the end of the next Shareholders’ Meeting. 8.2.6.2 DELIBERATIONS The Supervisory Board meets whenever it may be in the Company’s interests, at the request of its Chairman or the Top Management, and at least once every 6 months. 8.2.6 SUPERVISORY BOARD (Articles 27 to 29 of the by-laws)

8.2.8 LIMITED PARTNERS SHAREHOLDERS’ MEETINGS (Articles 34 to 38 and 40 of the by-laws)

2017 Registration Document I RUBIS 174

8.2.8.1 CONVOCATION METHODS Limited Partner Shareholders’ Meeting are convened by the Top Management or the Supervisory Board, or by any other person