6.3 Dividends

 

6.3.1 Dividend paid to the Limited Partners (or shareholders)

 

The Company pursues a stable dividend policy, with a payout ratio of over 60% and medium- to long-term dividend growth in line with earnings per share.

 

Accordingly, the Company will propose to the 2021 Shareholders’ Meeting a dividend of €1.80 per ordinary share and €0.90 per preferred share, an increase of 2.9% compared with the dividend paid in respect of the 2019 fiscal year (€1.75 per ordinary share and €0.87 per preferred share).

 

Preferred shares are entitled to a dividend equal to 50% of that paid for each ordinary share (rounded down to the nearest euro cent).

 

DIVIDENDS PAID TO SHAREHOLDERS OVER THE LAST FIVE YEARS

 

Date of Shareholders’   Fiscal year   Number of   Net dividend   Total net
Meeting   concerned   shares concerned   distributed (in euros)   amount paid out (in euros)
AGM 06/09/2016   2015   43,324,068 ordinary shares*   2.42*   104,844,245
AGM 06/08/2017   2016   45,605,599 ordinary shares*   2.68*   122,223,005
        95,048,202 ordinary shares   1.50   142,572,303
AGM 06/07/2018   2017   2,740 preferred shares   0.75   2,055
        97,182,460 ordinary shares   1.59   154,520,111
AGM 06/11/2019   2018   2,740 preferred shares   0.79   2,165
        100,345,050 ordinary shares   1.75   175,603,837
AGM 06/11/2020   2019   3,722 preferred shares   0.87   3,238

 

* Before the two-for-one share split of July 28, 2017.

 

Dividends not claimed within five years from the date of their payment are forfeited and paid to the French Treasury.

 

6.3.2 Dividend paid to the General Partners

 

Given that the status of General Partner implies unlimited joint and several liability, General Partners are entitled to a statutory dividend which is calculated according to the formula set out in Article 56 of the bylaws and amended by the Combined Shareholders’ Meeting of December 9, 2020. This amendment came into effect for the 2020 fiscal year.

 

The total shareholder return is now calculated between year N (the “Relevant Fiscal Year”) and the year delivering the highest Rubis share price of the three previous years N-1, N-2 and N-3 (“the Reference Price”).

 

The calculation of the total shareholder return (TSR) remains unchanged in principle. It corresponds to the change in market capitalization, plus dividends paid and cumulative rights detached between the year of the Reference Price and year N.

 

The change in market capitalization is equal to the product of the difference between (i) the average of the opening prices of the last 20 trading days of the Relevant Fiscal Year, and (ii) the highest among the averages of the opening prices of the last 20 trading days of each of the three fiscal years preceding the Relevant Fiscal Year (the “Reference Price”), by the number of shares outstanding at the close of the Relevant Fiscal Year. This number of shares is reduced by the number of shares held by the Company with a view to their cancelation and new shares created since the end of the Reference Price fiscal year (with the exception of shares freely granted as part of a capital increase through capitalization of reserves, profits or issue premiums giving rise to adjustments).

 

When the TSR is positive, the dividend paid to the General Partners is equal to 3% of that amount, within the limit of 10% of net income, Group share and the distributable profit.

 

Half of this dividend is invested by the General Partners in Rubis shares that must be held for a three-year period.

 

The General Partners split the dividend in accordance with the provisions of the 1997 Shareholders’ Agreement.

 

For 2019, the dividend paid to the General Partners amounted to €22,356,940. However, in view of the global economic situation linked to the Covid-19 pandemic, which impacted the Rubis share price, the General Partners have deferred the payment of 50% of their dividend per by-laws to June 2022, or before that date if the Rubis share price reaches an average of €50 over 20 consecutive trading days (opening price).

 

For 2020, the application of the formula, as defined in Article 56 of the by-laws, results in the total shareholder return of the Rubis share being negative (-€1,530,684,324.76), conferring no dividend entitlement on the General Partners.

 

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