6.5 Stock options, performance shares and preferred shares
In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the special report of the Management Board on stock options, performance shares and preferred shares.
6.5.1 Award policy
The Company has set up stock option plans, performance share plans and preferred share plans to motivate and retain high-potential executives and Senior Managers of subsidiaries whom it wishes to keep in its workforce over the long term to ensure its future growth. These plans also enable the Company to ensure that the interests of beneficiaries are aligned with those of shareholders over the long term.
The Managing Partners and the General Partners of the Company are not eligible for any plans of this nature.
Pursuant to the recommendations of the Afep-Medef Code, all plans issued by the Company are subject to performance conditions and the beneficiaries’ continued presence in the Group’s workforce as of the day of the exercise of the option, the vesting of performance and preferred shares or the conversion of preferred shares into ordinary shares. New shares are delivered in respect of all of these plans.
The main characteristics of the stock option, performance share and preferred share plans, and in particular the performance conditions to which they are fully subject, are set out in section 6.5.6 of this document.
6.5.2 Stock options
The Combined Shareholders’ Meeting of June 11, 2019 (23rd resolution) authorized the Company to issue a maximum number of stock options equal to 0.25% of the number of shares making up the share capital as of the date of the same Meeting, i.e. 243,394 stock options.
In accordance with the provisions of this resolution, the options may only be exercised at the end of a minimum period of three years, provided that the beneficiary is in the Group’s workforce as of the date of exercise of the option and subject to the fulfilment of the performance conditions set out below. In addition, the subscription price of the shares may not be less than the average listed price of the Rubis share during the 20 trading days (or any other number of trading sessions that may subsequently be provided for by law) prior to the date of the meeting of the Management Board during which the subscription options will be granted. No discount may be applied.
In view of the 150,276 stock options granted on December 17, 2019, the Company had, as of January 1, 2020, a balance of 93,118 stock options to be granted.
The exercise of stock options is subject to the beneficiary’s presence in the Group’s workforce as of the exercise date and to the fulfillment of the performance conditions described below, assessed over three years:
| • | total shareholder return (TSR) of the Rubis share: condition relating to 50% of the total number of options granted. TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question. |
| In order for all the options subject to this condition to be exercised, the cumulative TSR of the Rubis share, calculated over three years, must exceed the cumulative TSR of the SBF 120 over the same period. Otherwise, the condition will not be met and no options subject to this condition may be exercised; | |
| • | net income, Group share: condition relating to 25% of the total number of options granted. |
| In order for all the options subject to this condition to be exercised, the average annual growth in net income, Group share must reach at least 6% over three fiscal years, i.e. a total of 18% over the period in question. |
| Nevertheless, a linear exercise rate will be applied to the number of options initially allocated in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the condition will not be met and no options subject to this condition may be exercised; | |
| • | earnings per share (“EPS”): condition relating to 25% of the total number of options granted. |
| In order for all the options subject to this condition to be exercised, the cumulative EPS growth of the Rubis share, calculated over three fiscal years, must exceed the cumulative FactSet consensus over the same period. Otherwise, the condition will not be met and no options subject to this condition may be exercised. |
On November 6, 2020, a stock option plan covering 87,502 options was set up. It benefited 36 employees.
The subscription price for new shares was set at €29.71, i.e. the average of the Rubis share price during the 20 trading days preceding November 6, 2020. No discount was applied.
| • | the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant of the options (i.e. on the date of publication of the 2023 financial statements); |
| • | the presence of the beneficiaries in the Group’s workforce at the time they are exercised. |
On December 17, 2019, a stock option plan covering 150,276 options was set up. It benefited 41 employees.
The subscription price for new shares was set at €52.04, i.e. the average of the Rubis share price during the 20 trading days preceding December 17, 2019. No discount was applied.
| • | the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant date of the options (i.e. on the date of publication of the 2022 financial statements); |
| • | the presence of the beneficiaries in the Group’s workforce at the time they are exercised. |
There are 237,778 outsanding stock options resulting from the plans of December 17, 2019 and November 6, 2020.
6.5.3 Performance shares
The Combined Shareholders’ Meeting of June 11, 2019 (22nd resolution) authorized the Company to grant a maximum number of free performance shares equal to 1.25% of the number of shares making up the share capital as of the date of the same Meeting, i.e. 1,216,972 performance shares.
In accordance with the provisions of this resolution, the performance shares will only vest after a minimum period of three years, provided that the beneficiary is in the Group’s workforce as of the potential vesting date and subject to the fulfillment of the performance conditions set out below.
In view of the 385,759 performance shares granted on December 17, 2019, the Company had, on January 1, 2020, a balance of 831,213 performance shares to be granted.
The vesting of performance shares is subject to the presence of the beneficiary in the Group’s workforce as of the potential vesting date as well as the fulfillment of the performance conditions, assessed over three years, described below:
| • | total shareholder return (TSR) of the Rubis share: condition relating to 50% of the total number of options allocated. TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question. |
| In order for all the performance shares subject to this condition to vest, the cumulative TSR of the Rubis share, calculated over three years, must exceed the cumulative TSR of the SBF 120 over the same period. Otherwise, the performance condition will not be met and no performance shares subject to this condition will vest; | |
| • | net income, Group share: condition relating to 25% of the total number of options allocated. |
| In order for all the performance shares subject to this condition to vest, the average annual growth in net income, Group share must reach at least 6% over three fiscal years, i.e. 18% in total over the period in question. | |
| However, a straight-line exercise rate will be applied to the number of shares initially granted in the case of growth of between 9% and 18%. If growth is less than or equal to 9%, the performance condition will not be met and no performance shares subject to this condition will vest; | |
| • | earnings per share (“EPS”): condition relating to 25% of the total number of options allocated. |
| In order for all the performance shares subject to this condition to vest, the cumulative growth in Rubis’ EPS calculated over three fiscal years must exceed the cumulative FactSet consensus over the same period. Otherwise, this condition will not be met and no performance shares subject to this condition will vest. |
On November 6, 2020, a free performance share plan was set up, covering 787,697 shares. It benefited 55 employees.
| • | the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the |
On December 17, 2019, a performance share plan covering 385,759 shares was set up. It benefited 49 employees.
| • | the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant of the options (i.e. on the date of publication of the 2022 financial statements); |
| • | the presence of the beneficiaries in the Group’s workforce at the date of the potential vesting. |
There are 1,173,456 outsanding performance shares resulting from the plans of December 17, 2019 and November 6, 2020.
6.5.4 Preferred shares
Since 2015, the Company has implemented nine preferred share plans: one plan in 2015, one in 2016, two in 2017, three in 2018 and two in 2019.
Preferred shares have the same par value as ordinary shares, but have neither voting rights nor preferential subscription rights. They do, however, receive a dividend equal to 50% of that paid for an ordinary share, effective from their issue date, following the vesting period, with the stipulation that, taking into account the conversion coefficient used (0 to 100), 100 times fewer preferred shares are issued than ordinary shares. The dividend is paid in cash without the possibility of opting for payment in shares.
Vesting of the preferred shares and their conversion into ordinary shares are subject to the beneficiary’s continued employment within the Group.
The conversion of the preferred shares takes place on the basis of the average annual overall rate of return (“AAORR”) of Rubis shares. The AAORR, which incorporates the stock-market performance of the share as well as dividends and rights for the period, must be equal to or greater than 10% over four full years (i.e. a minimum of 40% over four years). The conversion ratio is one preferred share for 100 ordinary shares for an AAORR higher than or equal to 10%. The conversion coefficient used for converting preferred shares into ordinary shares varies by the straight-line method between 0 and 100 depending on the actual AAORR on the conversion date.
This performance condition is assessed when the preferred shares are converted into ordinary shares. If the AAORR achievement rate is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that are not converted may be bought back by the Company at par value with a view to their cancelation.
Except for the plan of September 2, 2015 –for which the Shareholders’ Meeting had set a two-year vesting period followed by a two-year retention period – the plans below have a three-year vesting period followed by a minimum one-year retention period.
No preferred share plan was set up in 2020. The Company is no longer authorized to issue preferred shares.
The September 2, 2015 plan relating to 2,884 preferred shares convertible into 288,400 ordinary shares, for which the performance condition was validated by the Management Board on September 2, 2019, saw its conversion period into ordinary shares expire on March 2, 2020.
On March 2, 2020, the Management Board recorded the conversion of 1,094 preferred shares into 109,400 ordinary shares since January 1, 2020 and automatically converted 992 preferred shares (i.e. 99,200 ordinary shares) that had not been converted by the beneficiaries.
Of the 3,864 preferred shares granted under the plan, only 3,722 had been issued by July 11, 2019, 50 preferred shares having been canceled due to the departure of a beneficiary from the Group’s workforce and 92 preferred shares having been subject to a deferred vesting period (of one year) for certain beneficiaries whose income is taxable outside France.
After noting the presence of the beneficiaries in the Group’s workforce as of that date, the Management Board, at its meeting of July 13, 2020:
| • | decided to create 92 preferred shares that were subject to a deferred vesting period; |
| • | noted that the performance condition described above had been fully met: the post-closing AAORR as of July 10, 2020 was 11.64% (i.e. 46.56% at the end of the four-year period), corresponding to a conversion coefficient of 100 ordinary shares per preferred share. |
The 3,814 preferred shares are therefore convertible by the beneficiaries into 381,400 ordinary shares within 18 months following the Management Board meeting of July 13, 2020 (i.e. until close of business on January 12, 2022).
As of December 31, 2020, 706 performance shares had been converted into ordinary shares by the beneficiaries. At the end of the 18-month conversion period, i.e. January 13, 2022, the preferred shares not converted by the beneficiaries will be automatically converted by the Company.
The March 13, 2017 plan for 1,932 preferred shares saw its three-year vesting period expire on July 13, 2020.
After noting the presence of the beneficiaries in the Group’s workforce, the Management Board, at its meeting of March 13, 2020, approved the creation of 1,706 preferred shares out of the 1,932 that could be created, 226 preferred shares having been subject to a deferred vesting period (of one year) for certain beneficiaries whose income is taxable outside France.
The July 19, 2017 plan for 374 preferred shares saw its three-year vesting period expire on July 19, 2020.
After noting the presence of the beneficiaries in the Group’s workforce, the Management Board, at its meeting of July 20, 2020, approved the creation of 374 preferred shares.
The vesting period for the plan of March 2, 2018, relating to 345 preferred shares, was still in progress as of December 31, 2020.
The vesting period for the plan of March 5, 2018, relating to 1,157 preferred shares, was still in progress as of December 31, 2020.
The vesting period for the plan of October 19, 2018, relating to 140 preferred shares, was still in progress as of December 31, 2020.
The vesting period for the plan of January 7, 2019, relating to 62 preferred shares, was still in progress as of December 31, 2020.
The vesting period for the plan of December 17, 2019, relating to 662 preferred shares, was still in progress as of December 31, 2020.
These consist of the 2,366 preferred shares corresponding to the plans of March 2, March 5, and October 19, 2018 and January 7 and December 17, 2019, which were still vesting.
6.5.5 Number of ordinary shares that may be issued as of December 31, 2020 as a result of all current plans
As of December 31, 2020, the potential volume of ordinary shares that may be issued as a result of all stock option, performance share and preferred share plans in the process of vesting was 2,189,234 shares, i.e. 2.11% of the share capital, breaking down as follows:
6.5.6 Monitoring of stock option, performance share and preferred share plans
The tables below show the characteristics of the stock option, performance share and preferred share plans outsanding as of December 31, 2020, as well as the history of completed plans.
| Stock option plans | 2019 plan | 2020 plan | ||
| Date of Shareholders’ Meeting | 06/11/2019 | 06/11/2019 | ||
| Date of grant by the Management Board | 12/17/2019 | 11/06/2020 | ||
| Total number of shares available for subscription(1) | 150,276 | 87,502 | ||
| Total number of beneficiaries | 41 | 36 | ||
| • of which corporate officers | 0 | 0 | ||
| Start date for exercising options | Date of publication of the 2022 annual financial statements | Date of publication of the 2023 annual financial statements | ||
| Expiration date for exercising options | Date of publication of the 2032 annual financial statements | Date of publication of the 2033 annual financial statements | ||
| Subscription price (in euros) | 52.04 | 29.71 | ||
| Performance conditions (assessed over three years): | ||||
| • total shareholder return (TSR) of the Rubis share | Relates to 50% of the award(2) | Relates to 50% of the award(5) | ||
| • net income, Group share | Relates to 25% of the award(3) | Relates to 25% of the award(6) | ||
| • earnings per share (EPS) | Relates to 25% of the award(4) | Relates to 25% of the award(7) | ||
| Total number of options exercised | 0 | 0 | ||
| Number of canceled/void options | 0 | 0 | ||
| Number of options outstanding as of 12/31/2020 | 150,276 | 87,502 |
| (1) | One option gives the right to subscribe for one share. |
| (2) | Cumulative TSR of the Rubis share between the fiscal years 2020 and 2022 higher than the cumulative TSR of the SBF 120 over the same period. |
| (3) | Average annual growth in net income, Group share of 6% between fiscal years 2020 and 2022 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%). |
| (4) | Cumulative EPS growth of the Rubis share between fiscal years 2020 and 2022 higher than the FactSet consensus over the same period. |
| (5) | Cumulative TSR of the Rubis share between fiscal years 2021 and 2023 higher than the cumulative TSR of the SBF 120 over the same period. |
| (6) | Average annual growth in net income, Group share of 6% between fiscal years 2021 and 2023 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%). |
| (7) | Cumulative EPS growth of the Rubis share between fiscal years 2021 and 2023 higher than the FactSet consensus over the same period. |
OPTIONS GRANTED TO AND EXERCISED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE 2020 FISCAL YEAR
| Number
of options granted/exercised |
Weighted
average price (in euros) |
Date
of plans |
|||||
| Options granted by the issuer during the fiscal year to the top 10 Group employees receiving the largest number of grants | 48,647 | 29.71 | 11/06/2020 | ||||
| Options exercised during the year by the 10 Group employees exercising the highest number of options | 0 | - | - |
| Date of plans | Number
of options allocated(1) |
Of
which options canceled |
Number
of options exercised |
Expiration
date for exercising options |
|||||
| January 17, 2001 | 222,939(2) | 0 | 222,939 | July 16, 2011 | |||||
| December 13, 2002 | 12,349(2) | 0 | 12,349 | December 12, 2012 | |||||
| January 19, 2004 | 38,143 | 0 | 38,143 | January 18, 2014 | |||||
| July 29, 2004 | 4,978 | 0 | 4,978 | July 28, 2014 | |||||
| July 12, 2005 | 6,493 | 0 | 6,493 | July 11, 2015 | |||||
| July 27, 2006 | 344,980 | 21,383 | 323,597 | July 26, 2012 | |||||
| November 17, 2006 | 5,116 | 0 | 5,116 | November 16, 2012 | |||||
| August 29, 2007 | 8,314 | 0 | 8,314 | August 28, 2013 | |||||
| February 12, 2008 | 24,732 | 0 | 24,732 | February 11, 2013 | |||||
| June 4, 2008 | 10,392 | 0 | 10,392 | June 3, 2014 | |||||
| July 22, 2009 | 752,485 | 14,548 | 737,937 | July 21, 2014 | |||||
| April 28, 2011 | 79,376 | 21,082 | 58,294 | April 27, 2016 | |||||
| July 9, 2012 | 548,525 | 0 | 548,525 | July 8, 2017 |
| (1) | Following readjustments due to various capital increases. |
| (2) | Before the two-for-one Rubis share split of July 8, 2011. |
| Performance share plan | 2019 Plan | 2020 Plan | ||
| Date of Shareholders’ Meeting | 06/11/2019 | 06/11/2019 | ||
| Date of grant by the Management Board | 12/17/2019 | 11/06/2020 | ||
| Number of shares allocated | 385,759 | 798,697 | ||
| Total number of beneficiaries | 49 | 55 | ||
| • of which corporate officers(1) | 0 | 1 | ||
| • of which French residents | 21 | 24 | ||
| • of which non-French residents | 28 | 31 | ||
| Vesting date of shares: | ||||
| • French residents | Date of publication of the 2022 annual financial statements | Date of publication of the 2023 annual financial statements | ||
| • Non-French residents | Date of publication of the 2022 annual financial statements | Date of publication of the 2023 annual financial statements | ||
| Performance conditions (assessed over three years): | ||||
| • total shareholder return (TSR) of the Rubis share | Relates to 50% of the award(2) | Relates to 50% of the award(5) | ||
| • net income, Group share | Relates to 25% of the award(3) | Relates to 25% of the award(6) | ||
| • earnings per share (EPS) | Relates to 25% of the award(4) | Relates to 25% of the award(7) | ||
| Number of shares vested | 0 | 0 | ||
| Number of canceled/void stock options | 0 | 0 | ||
| Number of shares subject to deferred vesting | NA | NA | ||
| Number of performance shares outstanding as of 12/31/2020 | 385,759 | 787,697 |
| (1) | Exclusively Group subsidiaries. |
| (2) | Cumulative TSR of the Rubis share between the fiscal years 2020 and 2022 higher than the cumulative TSR of the SBF 120 over the same period. |
| (3) | Average annual growth in net income, Group share of 6% between fiscal years 2020 and 2022 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%). |
| (4) | Cumulative EPS growth of the Rubis share between fiscal years 2020 and 2022 higher than the FactSet consensus over the same period. |
| (5) | Cumulative TSR of the Rubis share between fiscal years 2021 and 2023 higher than the cumulative TSR of the SBF 120 over the same period. |
| (6) | Average annual growth in net income, Group share of 6% between fiscal years 2021 and 2023 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%). |
| (7) | Cumulative EPS growth of the Rubis share between fiscal years 2021 and 2023 higher than the FactSet consensus over the same period. |
PERFORMANCE SHARES GRANTED TO AND PERFORMANCE SHARES VESTED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE 2020 FISCAL YEAR
| Number of performance | Date | ||||
| shares granted/vested | of plans | ||||
| Performance shares granted by the issuer during the fiscal year to the 10 Group employees with the highest number of shares thus granted | 331,884 |
11/06/2020 | |||
| Performance shares vested during the fiscal year by the 10 Group employees with the highest number of shares thus vested | 0 |
- |
| Number of performance | Of which | Number of performance | End date | ||||||||
| Date of plans | shares granted | canceled shares | shares vested | Vesting date | of retention period | ||||||
| July 27, 2006 | 44,304(1) | 3,054 | 41,250 | March 11, 2010 | March 11, 2012 | ||||||
| November 17, 2006 | 717(1) | 0 | 717 | March 11, 2010 | March 11, 2012 | ||||||
| August 29, 2007 | 600(1) | 0 | 600 | October 15, 2010 | October 15, 2012 | ||||||
| February 12, 2008 | 1,768(1) | 0 | 1,768 | February 14, 2011 | February 14, 2014 | ||||||
| June 4, 2008 | 728(1) | 0 | 728 | June 16, 2011 | June 16, 2013 | ||||||
| July 22, 2009 | 106,405 | 2,080 | 104,325 | August 20, 2012 | August 3, 2014 | ||||||
| April 28, 2011 | 11,356 | 2,636 | 8,720 | May 13, 2014 | May 13, 2016 | ||||||
| July 9, 2012 | 195,751 | 0 | 195,751 | July 10, 2015 | July 10, 2017 | ||||||
| July 18, 2012 | 1,444 | 0 | 1,444 | July 20, 2015 | July 20, 2017 | ||||||
| September 18, 2012 | 3,609 | 0 | 3,609 | Canceled shares | - | ||||||
| July 9, 2013 | 11,395 | 0 | 11,395 | July 11, 2016 | July 11, 2018 | ||||||
| January 3, 2014 | 5,101 | 0 | 5,101 | January 3, 2017 | January 3, 2019 | ||||||
| March 31, 2014 | 751 | 0 | 751 | April 3, 2017 | April 3, 2017(2) | ||||||
| August 18, 2014 | 114,616 | 1,500 | 113,116 | August 18, 2017 | August 18, 2019 | ||||||
| April 17, 2015 | 17,622 | 0 | 17,622 | April 17, 2018 | April 17, 2020 |
| (1) | Before the two-for-one Rubis share split of July 8, 2011. |
| (2) | Standard retention period of two years from vesting not applicable to the sole beneficiary due to his invalidity corresponding to classification in the second category provided for in Article L. 341-4 of the French Social Security Code. |
| Preferred share plans | 2015 Plan | 2016 Plan | 2017 Plan | 2017 Plan | 2018 Plan | 2018 Plan | 2018 Plan | 2019 Plan | 2019 Plan | |||||||||
| Date of Shareholders’ Meeting | 06/05/2015 | 06/09/2016 | 06/09/2016 | 06/08/2017 | 06/08/2017 | 06/08/2017 | 06/08/2017 | 06/08/2017 | 06/08/2017 | |||||||||
| Date of grant by the Management Board | 09/2/2015 | 07/11/2016 | 03/13/2017 | 07/19/2017 | 03/02/2018 | 03/05/2018 | 10/19/2018 | 01/07/2019 | 12/17/2019 | |||||||||
| Number of preferred shares allocated | 2,884(5) | 3,864(5) | 1,932(5) as reported |
374(5) | 345 | 1,157 | 140 | 62 | 662 | |||||||||
| Total number of beneficiaries | 44 | 51 | 19 | 6 | 1 | 10 | 1 | 1 | 1 | |||||||||
| • of which corporate officers(1) | 2 | 2 | 2 | 0 | 1 | 1 | 1 | 0 | 0 | |||||||||
| • of which French residents | 34 | 38 | 15 | 5 | 1 | 10 | 1 | 0 | 1 | |||||||||
| • of which non-French residents | 10 | 13 | 4 | 1 | 0 | 0 | 0 | 1 | 1 | |||||||||
| Vesting date of preferred shares: | ||||||||||||||||||
| • French residents | 09/02/2017 | 07/11/2019 | 03/13/2020 | 07/20/2020 | 03/02/2021 | 03/05/2021 | 10/19/2021 | 01/07/2022 | 12/17/2022 | |||||||||
| • Non-French residents | 09/02/2019 | 07/11/2020 | 03/13/2021 | 07/20/2020 | 03/02/2022 | 03/05/2022 | 10/19/2022 | 01/07/2023 | 12/17/2023 | |||||||||
| Date of convertibility of preferred shares into ordinary shares | 09/02/2019 | 07/13/2020 | 03/13/2021 | 07/19/2021 | 03/02/2022 | 03/05/2022 | 10/19/2022 | 01/07/2023 | 12/17/2023 | |||||||||
| Expiry date of the conversion period into ordinary shares | 03/02/2020 | 01/13/2022 | 09/13/2022 | 01/19/2023 | 09/01/2023 | 09/04/2023 | 04/18/2024 | 07/06/2024 | 06/16/2025 | |||||||||
| Number of preferred shares vested | 2,884 | 3,814 | 1,706 | 374 | - | - | - | - | - | |||||||||
| Number of preferred shares canceled/void | 0 | 50 | 0 | 0 | - | - | - | - | - | |||||||||
| Number of preferred shares subject to deferred vesting | - | - | 226 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Performance condition (assessed over four years): | ||||||||||||||||||
| • Reference
Price(2) (for the assessment of the AAORR(3)) (in euros) |
32.38 | 33.78 | 43.10 | 50.28 | 57.97 | 57.89 | 47.28 | 46.78 | 52.12 | |||||||||
| • AAORR(3) achieved | 75.56% | 46.56% | - | - | - | - | - | - | - | |||||||||
| • conversion coefficient applied(4) | 100 | 100 | - | - | - | - | - | - | - | |||||||||
| Number of preferred shares converted into ordinary shares | 2,884 | 706 | - | - | - | - | - | - | - | |||||||||
| Number of preferred shares outstanding as of 12/31/2020 | 0 | 3,108 | 1,932 | 374 | 345 | 1,157 | 140 | 62 | 662 |
| (1) | Exclusively Group subsidiaries. |
| (2) | Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date of the allocation of the preferred shares. |
| (3) | Average annual overall rate of return (“AAORR”) for the Rubis share equal to a 10% minimum (i.e. a minimum AAORR of 40% over four years). |
| (4) | The conversion coefficient varies between 0 and 100 ordinary shares for one preferred share, depending on the actual AAORR. Straight-line degression will be applied between the actual AAORR and the target AAORR (10%) giving the right to a maximum coefficient of 100. |
| (5) | Following the two-for-one Rubis share split of July 28, 2017. |
PREFERRED SHARES GRANTED TO AND PREFERRED SHARES VESTED BY THE TOP 10 NON-CORPORATE OFFICER EMPLOYEES OF THE GROUP DURING THE 2020 FISCAL YEAR
| Number of preferred shares granted/vested | Date of plans |
|||
| Preferred shares granted by the issuer during the fiscal year to the 10 Group employees with the highest number of shares thus granted | 0 | - | ||
| Preferred shares vested during the fiscal year by the 10 Group employees with the highest number of shares thus vested | 1,374 | 03/13/2017 07/19/2017 |