5.5 Additional items

 

Absence of conflicts of interest, impediments or convictions

 

There are no family ties between the Managing Partners and the members of the Supervisory Board.
No Managing Partner or member of the Supervisory Board has any conflict of interest between his/her duties with respect to Rubis and his/her private interests and/or other duties.
To the best of Rubis’ knowledge, there is no arrangement or agreement between the Company and the main shareholders, clients, suppliers or similar for the selection of members of the Supervisory Board or Managing Partners.
No Managing Partner or member of the Supervisory Board has ever been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation.
No Managing Partner or member of the Supervisory Board has ever been the subject of a criminal prosecution or official public sanction by the statutory or regulatory authorities.
No Managing Partner or member of the Supervisory Board has ever been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer, or from managing or directing the affairs of an issuer in the last five years at least.

 

Absence of any agreements binding a member of the Supervisory Board or a Managing Partner to Rubis or one of its subsidiaries

 

There are no service contracts binding the Managing Partners or the members of the Supervisory Board to Rubis or any of Rubis’ subsidiaries.

 

No loans or guarantees have been granted or arranged on behalf of the Managing Partners or the members of the Supervisory Board.

 

Transactions with related parties

 

The Group’s related parties include associates (joint operations and joint ventures, see notes 8 and 9 to the consolidated financial statements), in addition to the main Senior Managers and their close family members.

 

The agreements entered into by Rubis with its subsidiaries Rubis Terminal, RT Invest, Rubis Terminal Infra and Rubis Énergie are the subject of the Statutory Auditors’ special report on related-party agreements (see chapter 7, section 7.4.3) and are presented below. Transactions between the parent company and its fully consolidated subsidiaries are eliminated in the consolidated financial statements.

 

There are no other agreements with related parties.

 

Related-party agreements

 

Related-party agreements are described in the Statutory Auditors’ special report on related-party agreements in chapter 7, section 7.4.3. They are also explained in the presentation of the draft resolutions in the Notice of Meeting for the Shareholders’ Meeting of June 10, 2021.

 

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Procedure for assessing agreements entered into under arm’s length basis

 

An internal charter on the regular assessment of agreements entered into under arm’s length basis was established, in accordance with Article L. 22-10-12 of the French Commercial Code, by the Supervisory Board at its meeting of March 12, 2020.

 

The Supervisory Board assesses agreements entered into on an arm’s length basis (known as “non-related party agreements”) when they are entered into, amended or renewed. In doing so, it relies on the work of the Accounts and Risk Monitoring Committee, which has been given the task of examining whether the agreements meet or continue to meet the criteria for being classified as non-related party agreements. The Accounts and Risk Monitoring Committee conducts this review in accordance with the principles set out in the Internal Charter.

 

During the year under review, the Supervisory Board examined the following ongoing agreements and confirmed that they met the criteria for being classified as non-related party:

 

tax consolidation agreement signed on June 9, 2006, and its amendments to update the Group’s tax consolidation scope;
current account advance agreements signed with Rubis Énergie (June 5, 1997), Rubis Terminal (July 30, 1999) and Rubis Patrimoine (October 19, 2017) and their amendments intended, primarily, to increase the current account advances;
agreement for the secondment of a Rubis Énergie employee to Rubis SCA for a period of eight months from November 1, 2019, as part of the implementation of an IT system recovery plan, as well as its renewal for a period of 12 months, i.e. until June 30, 2021;
re-invoicing agreement at actual cost of IT equipment between Rubis SCA and Rubis Énergie on February 17, 2020.

 

At its meeting of March 11, 2021, the Supervisory Board reviewed the following amendments to standard agreements and found that they met the criteria for classification as standard agreements:

 

amendment of November 13, 2020 to the current account agreement signed on June 5, 1997 between Rubis SCA and Rubis Énergie;
amendment of November 13, 2020 to the current account agreement signed on October 19, 2017 between Rubis SCA and Rubis Patrimoine;
amendment of February 12, 2021 to the tax consolidation agreement signed on June 9, 2006 between Rubis SCA and Rubis Énergie.

 

Restrictions on the disposal by members of the Supervisory Board and Managing Partners of their interests in Rubis’ share capital

 

To the best of Rubis’ knowledge, no restrictions have been agreed by the Managing Partners and members of the Supervisory Board with respect to the sale of their shares in the Company, with the exception of rules governing trading in Rubis securities provided for by the prevailing legal provisions (see the section entitled “Unauthorized periods” below).

 

Black out periods

 

Internal prudential rules define unauthorized periods, during which time carrying out transactions on Rubis securities is prohibited, for the Managing Partners and members of the Supervisory Board as well as for certain employees and external suppliers. These unauthorized periods start 30 days prior to the expected publication date of the annual and half-yearly results, and 15 days prior to the expected publication date of quarterly sales revenue, and end the day after publication of these same results. Furthermore, in any event, trading in Rubis securities is prohibited if inside information is held (and until the day after its publication).

 

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Securities transactions carried out by executive corporate officers

 

To the best of the Company’s knowledge, the Managing Partners and members of the Supervisory Board of Rubis carried out the following transactions involving the Company’s securities during 2020.

 

MANAGING PARTNERS AND RELATED PERSONS

 

01/03/2020 Sale by Sorgema of 6,135 Rubis shares at the price of €54.3893 each
01/06/2020 Sale by Sorgema of 2,924 Rubis shares at the price of €54.0357 each
01/07/2020 Sale by Sorgema of 3,924 Rubis shares at the price of €54.2606 each
01/09/2020 Sale by Sorgema of 13,286 Rubis shares at the price of €54.6646 each
01/10/2020 Sale by Sorgema of 5,000 Rubis shares at the price of €55.3810 each
01/13/2020 Sale by Sorgema of 18,731 Rubis shares at the price of €55.0846 each
01/14/2020 Sale by Sorgema of 17,000 Rubis shares at the price of €54.8976 each
  Sale by Sorgema of 6,768 Rubis shares at the price of €55.0458 each
01/15/2020 Sale by Sorgema of 26,232 Rubis shares at the price of €55.2115 each
  Sale by Sorgema of 30,000 Rubis shares at the price of €55.875 each
01/16/2020 Sale by Sorgema of 11,995 Rubis shares at the price of €56.7323 each
01/17/2020 Sale by Sorgema of 3,580 Rubis shares at the price of €56.7590 each
01/20/2020 Sale by Sorgema of 1,357 Rubis shares at the price of €56.35 each
01/22/2020 Sale by Sorgema of 23,068 Rubis shares at the price of €55.8502 each
06/23/2020 Subscription by Sorgema of 17,623 Rubis shares at the price of €37.37 each*
  Subscription by Sorgema of 34,863 Rubis shares at the price of €37.37 each*
  Subscription by Gilles Gobin of 4,514 Rubis shares at the price of €37.37 each*
  Subscription by Gilles Gobin of 3,440 Rubis shares at the price of €37.37 each*
  Subscription by Magerco of 519 Rubis shares at the price of €37.37 each*
07/05/2020 Subscription by Agena of 25,355 Rubis shares at the price of €37.37 each*
  Subscription by Agena of 13,553 Rubis shares at the price of €37.37 each*
  Subscription by Agena of 3,234 Rubis shares at the price of €37.37 each*
  Subscription by Agena of 42 Rubis shares at the price of €37.37 each*

 

* Option for the payment of the dividend in shares.

 

MEMBERS OF THE SUPERVISORY BOARD AND RELATED PERSONS

 

07/17/2020 Subscription by Hervé Claquin of 2,429 Rubis shares at the price of €37.37 each*
09/18/2020 Purchase by Hervé Claquin of 2,717 Rubis shares at the price of €36.33 each
09/24/2020 Sale by Erik Pointillart of 100 Rubis shares at the price of €34.18 each
11/09/2020 Purchase by Hervé Claquin of 3,000 Rubis shares at the price of €31.7338 each

 

* Option for the payment of the dividend in shares.

 

Summary table of current delegations of authority to increase share capital currently in force and use made of such delegations

 

This table, which is an integral part of the report of the Supervisory Board on corporate governance, appears in chapter 6, section 6.2.4 of this Universal Registration Document.

 

Participation of shareholders at Shareholders’ Meetings

 

The procedures for shareholder participation and voting at Shareholders’ Meetings, which form an integral part of the report of the Supervisory Board on corporate governance, are set out in chapter 6, section 6.1.4 of this Universal Registration Document (page 183). They are described in Articles 34 to 40 of the Company’s by-laws (which are available on its website).

 

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Elements liable to have an impact in the event of a public offer

 

None of the elements described in Article L. 22-10-11 of the French Commercial Code is liable to have an impact in the event of a public tender offer or exchange offer.

 

Statutory Auditors’ specific verifications on the corporate governance report

 

In accordance with the standard NEP 9510 published on October 7, 2018, the Statutory Auditors’ specific verifications implemented pursuant to Article L. 22-10-71 of the French Commercial Code on the report of the Supervisory Board on corporate governance are described in the Statutory Auditors’ report on the annual financial statements in chapter 7, section 7.4.2 of this Universal Registration Document.

 

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