COMPOSITION

Supervisory Board members are appointed for a maximum of three years by the Shareholders’ Meeting. The General Partners may not take part in their appointment. The General Partners and the Managing Partners may not be members of the Supervisory Board. No member of the Supervisory Board holds or has held an executive position within the Group. As the thresholds set out in Article L. 225-79-2 of the French Commercial Code have not been met, the Supervisory Board does not include any employee representatives.

The Supervisory Board appoints its Chair from among its members. The Chairman prepares, organizes and leads the work of the Supervisory Board.

About one-third of Supervisory Board members are reappointed each year.

The by-laws set the age limit at 75 years. If the number of members of the Supervisory Board over 70 years old exceeds one-third of the members, the member aged 75 is deemed to have resigned at the end of the next Shareholders’ Meeting (in its ordinary form).

The by-laws provide that each member of the Supervisory Board must hold a minimum of 100 shares of the Company. The Supervisory Board’s Internal Rules supplement this provision by specifying that each member of the Supervisory Board must allocate half of the compensation received to the acquisition of Rubis shares until he or she holds 250 shares. As of December 31, 2020, the members of the Supervisory Board held 136,460 shares of the Company (representing approximately 0.13% of the share capital).

During the year under review, the reappointment of Olivier Heckenroth was approved by the Shareholders’ Meeting of June 11, 2020, and the offices of Christian Moretti and Alexandre Picciotto, which were due to expire at the end of the same meeting, were terminated.

As of March 11, 2021, the Supervisory Board was composed of nine members, including five women (55.55%) and five independent members (55.55%).

SUMMARY PRESENTATION OF THE COMPOSITION OF THE SUPERVISORY BOARD AND ITS COMMITTEES (AS OF MARCH 11, 2021)

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TERMS OF OFFICE EXPIRING IN 2021, RENEWALS AND APPOINTMENTS

The terms of office of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart expire at the close of the 2021 Shareholders’ Meeting. The Supervisory Board, at its meeting of March 11, 2021, on the favorable opinion of the Compensation and Appointments Committee, decided to propose their reappointment to the 2021 Shareholders’ Meeting, as well as the appointment of Nils Christian Bergene as a new member of the Supervisory Board.

The Supervisory Board, having reviewed the work and the favorable opinion of the Compensation and Appointments Committee, considered that Laure Grimonpret-Tahon and Nils Christian Bergene met the independence criteria set by the Company and should therefore be qualified as independent.

Thus, at the close of the 2021 Shareholders’ Meeting, subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene, the Supervisory Board will be composed of 10 members, of whom five will be women (50%) and six will be independent (60%). One member of the Supervisory Board will be a foreign national (10%).

CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

PROFILE AND LIST OF OFFICES AND FUNCTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD (AS OF DECEMBER 31, 2020)

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ROLE OF THE SUPERVISORY BOARD

As the Company is incorporated under the legal form of a Partnership Limited by Shares, the Supervisory Board is in charge of continuous oversight of its management. For this purpose, it enjoys the same powers as the Statutory Auditors. As such, unlike the board of directors of a public limited company (société anonyme), the Supervisory Board must not intervene in the management and administration of the Company.

The Supervisory Board is assisted in the performance of its duties by its Committees, namely the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee.

The recurring duties of the Supervisory Board are specified in its Internal Rules. They are mainly the following:

To enable the Supervisory Board to perform its duties, the Internal Rules provide that the Managing Partners shall inform it of matters such as:

DIVERSITY POLICY APPLIED TO THE SUPERVISORY BOARD AND SELECTION PROCESS FOR ITS MEMBERS

The Supervisory Board’s composition is designed to ensure that it is able to fulfill all of its duties.

In examining and giving advice on its current and future composition, the Supervisory Board relies on the work of its Compensation and Appointments Committee, on the results of the most recent assessment of its work, and on the responses to a questionnaire sent annually to each of its members. The Supervisory Board, on the advice of the Compensation and Appointments Committee, ensures that its members have complementary skills (based on education and professional experience) and are diverse from a personal point of view (based in particular on nationality, gender and age). Other items are also taken into consideration (independence, compliance with the rules on multiple Directorships and ability to fit into the culture of the Supervisory Board).

The selection of new candidates, as well as the reappointment of existing members, is examined by the Compensation and Appointments Committee and then by the Supervisory Board, in the light of the above-mentioned factors, with a view to enriching its work.

The Supervisory Board, at its meeting of March 12, 2019, on the advice of the Compensation and Appointments Committee, specified that the following objectives were to be met within three years (i.e. by the 2022 Shareholders’ Meeting):

The Supervisory Board, at its meeting of March 12, 2020, on the advice of the Compensation and Appointments Committee, maintained these objectives while directing the search for a future candidate towards a profile with sector expertise and/or of foreign nationality.

The implementation of this policy during the past fiscal year resulted in the Compensation and Appointments Committee selecting Nils Christian Bergene as a candidate for the Supervisory Board. It was felt that Nils Christian

Bergene would contribute to the work of the Supervisory Board due to:

More generally, Nils Christian Bergene would bring to the Supervisory Board his skills and experience in the following areas: international experience, finance and audit, legal, M&A, compliance, insurance, CSR and security.

The Supervisory Board, at its meeting of March 11, 2021, in line with its diversity policy, therefore proposes that the shareholders appoint Nils Christian Bergene as a new member of the Supervisory Board at the 2021 Shareholders’ Meeting.

All information relating to Nils Christian Bergene is provided in the Notice of Meeting for the 2021 Shareholders’ Meeting.

The Supervisory Board, at its meeting of March 11, 2021, on the favorable opinion of the Compensation and Appointments Committee, decided to maintain the same diversity objectives.

TABLE SUMMARIZING THE DIVERSITY OF SKILLS OF THE SUPERVISORY BOARD (AS OF MARCH 11, 2021)

INDEPENDENCE

Each year, the Supervisory Board assesses the independence of its members and of potential candidates. Its assessment is based on the work carried out and the advice issued by the Compensation and Appointments Committee. The Supervisory Board has chosen to comply with the definition of independence set out in the Afep-Medef Code, considering that a member is independent when he or she has no relationship of any kind whatsoever with the Company, its Group or its management that may compromise the exercise of his or her freedom of judgment. Thus, to be qualified as independent, a member of the Supervisory Board must meet all the following criteria:

In accordance with the recommendations of the Afep-Medef Code, the Supervisory Board has the freedom to consider that one of its members, although fulfilling the independence criteria listed above, cannot be qualified as independent.

After examining the situation of each of its members and taking into account the advice of the Compensation and Appointments Committee, the Supervisory Board, at its meeting of March 11, 2021, found that Marie-Hélène Dessailly, Carole Fiquemont, Laure Grimonpret-Tahon, Marc-Olivier Laurent and Chantal Mazzacurati met the independence criteria and should therefore be qualified as independent. The Supervisory Board found that Aurélie Goulart-Lechevalier could not be qualified as independent because of the business relationship that a member of her family had with the Group in 2020 and that Olivier Heckenroth, Hervé Claquin and Erik Pointillart could not be qualified as independent due to their seniority on the Board.

TABLE SUMMARIZING THE INDEPENDENCE OF MEMBERS OF THE SUPERVISORY BOARD (AS OF MARCH 11, 2021)

In accordance with the recommendations of the Afep-Medef Code and the provisions of its Internal Rules, as of March 11, 2021 the Supervisory Board has a majority of independent members (independence rate of 55.55%).

In addition, after reviewing the work and the favorable opinion of the Compensation and Appointments Committee and examining the situation of Nils Christian Bergene, whose appointment is proposed to the 2021 Shareholders’ Meeting, the Supervisory Board, at its meeting of March 11, 2021, found that this candidate met the independence criteria and should therefore be qualified as independent. In particular, it was verified that, since his departure from the Supervisory Board following the expiration of his term of office at the close of the Shareholders’ Meeting of June 5, 2015, Nils Christian Bergene had not had any relationship of any kind (in particular no business relationship and no significant shareholding and/or voting rights) with the Company, its Group or its Management that could have compromised the exercise of his freedom of judgment.

Therefore, subject to his appointment and the three reappointments proposed at the 2021 Shareholders’ Meeting, the Supervisory Board, in accordance with the recommendations of the Afep-Medef Code and the provisions of its Internal Rules, will comprise a majority of independent members at the close of this Meeting (with the independence rate increasing to 60%).

TRAINING OF SUPERVISORY BOARD MEMBERS

When new members of the Supervisory Board are appointed, they are given a training package. It presents the history of the Group, its activities, its legal and financial features, as well as the various aspects of the role of a member of the Supervisory Board in a French Partnership Limited by Shares listed on a regulated market.

Members of the Supervisory Board may contact the Finance Department and Rubis’ Corporate Secretary for any explanations or additional information they may require to perform their duties.

In addition, outside the period of restrictions on travel and face-to-face meetings due to the health situation, visits to the Group’s sites are organized automatically for all new members and on request for all other members.

Members of the Supervisory Board may, if they wish, receive additional training on the specific characteristics of the Group, its business sectors and its business lines.

ETHICS OF SUPERVISORY BOARD MEMBERS

The Supervisory Board’s Internal Rules describe the rights and duties of its members. In particular, they must demonstrate loyalty, integrity and independence of judgment and respect the confidentiality of non-public information acquired in the course of their duties. In addition, Supervisory Board members must declare any conflict of interest, even potential, with respect to the work of the Board. In such a situation, they must abstain from participating in the discussions and voting on the corresponding decisions. The Chairman of the Supervisory Board may decide that the Supervisory Board member concerned shall not attend the discussions.

ACTIVITIES OF THE SUPERVISORY BOARD

The procedures for preparing and organizing the work of the Supervisory Board are set out in its Internal Rules.

Under the terms of this document, the Supervisory Board meets as often as required in the interests of the Company, and at least once every six months to review the half-yearly and annual separate and consolidated financial statements. In view of the fact that, unlike the board of directors of a public limited company (société anonyme), the Supervisory Board is not required to take part in the Company’s management and administration, this frequency is considered sufficient. However, in view of the increasing number of tasks entrusted to it, in particular the monitoring of various issues relating to Corporate Social Responsibility and the compensation of corporate officers, the Supervisory Board, at its meeting of March 11, 2021, decided to schedule a third annual meeting as from this fiscal year.

The Supervisory Board met three times during the year under review (twice in the previous fiscal year), including once to give its opinion on the resolutions proposed to the Shareholders’ Meeting of December 9, 2020.

The Supervisory Board relies on the in-depth work carried out by the Committees it has set up. The reports that the Chairwoman of each Committee submits to the Board and the quality of the documents that are provided to it, within a reasonable timeframe prior to the meeting, enable the Supervisory Board to acquire precise and up-to-date knowledge of the various subjects that fall within its scope. In addition, the Managing Partners, the Chief Financial Officer, the Corporate Secretary and the Statutory Auditors provide all clarifications necessary for a proper understanding of the issues on the agenda.

During the year under review, the Supervisory Board, in addition to recurring matters, notably:

During the fiscal year under review, the attendance rate was 89.66% (100% in the previous year).

COMMITTEES OF THE SUPERVISORY BOARD

The Supervisory Board appoints the Accounts and Risk Monitoring Committee members and the Compensation and Appointments Committee members and defines their organization, operation and missions. These Committees are composed exclusively of members of the Supervisory Board and assist the Board in the performance of its duties. Both Committees must be chaired by an independent member.

ACCOUNTS AND RISK MONITORING COMMITTEE

In accordance with its Internal Rules, the Accounts and Risk Monitoring Committee assists the Supervisory Board in its continuous oversight of the Company’s management. It is tasked with examining the following matters:

The Committee regularly reports to the Supervisory Board on the performance of its duties, as well as on the results of the audit certification process, how this process contributed to the fair presentation of the financial information and the role it played in that process. It informs it without delay of any difficulty encountered.

In accordance with its Internal Rules, the members are chosen for their expertise in the areas of accounting, finance and risks, in particular because of their training, their experience as General Managers of commercial or insurance companies and/or their positions in banking institutions. The Committee is chaired by an independent member. The Chairman of the Supervisory Board is an ex officio member.

As of March 11, 2021, the Accounts and Risk Monitoring Committee had five members: Chantal Mazzacurati (Chairwoman), Hervé Claquin, Marie-Hélène Dessailly, Olivier Heckenroth and Marc-Olivier Laurent. Three out of five members (including the Chairwoman) are independent (independence rate of 60%).

During the year under review, the Supervisory Board set the objective of improving the independence rate over the next three years, as the terms of office of non-independent members expire (as was the case this year for Hervé Claquin). In line with this objective, the Supervisory Board, at its meeting of March 11, 2021, decided that at the close of the 2021 Shareholders’ Meeting and subject to the appointment of Nils Christian Bergene, the Accounts and Risk Monitoring Committee would be composed of five members: Chantal Mazzacurati (Chairwoman), Nils Christian Bergene, Marie-Hélène Dessailly, Olivier Heckenroth and Marc-Olivier Laurent. Four members (including the Chairwoman) out of five would be independent (independence rate increasing to 80%).

CHANGE IN THE COMPOSITION OF THE ACCOUNTS AND RISK MONITORING COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

* Independent member of the Supervisory Board.

The Accounts and Risk Monitoring Committee meets at least once every six months to review the annual and half-yearly separate and consolidated financial statements as well as at least once every six months to analyze, monitor and manage risks, and CSR and compliance issues (a second annual meeting having been planned, as from fiscal 2019, in view of the increase in the Committee’s work on these subjects and the growing size of the Group).

During the year under review, the Accounts and Risk Monitoring Committee met three times to review the financial statements (twice in the previous year) and twice to analyze, monitor and review risks, as well as to discuss CSR and compliance issues (as in the previous year).

In accordance with its Internal Rules, the members of the Accounts and Risk Monitoring Committee are given a reasonable amount of time (at least two days) to review the financial statements and other accompanying documents before the Committee meets. They also receive a summary of work carried out by the Statutory Auditors. The Managing Partners, the Statutory Auditors, the Chief Financial Officer, the Director of Accounting and Consolidation, the Corporate Secretary and any other person whose presence is deemed necessary participate in the Accounts and Risk Monitoring Committee. However, at the end of the meeting, the members of the said Committee meet alone with the Statutory Auditors, without the presence of the Managing Partners or the members of Rubis’ functional departments, to review the separate and consolidated financial statements, the risks and the findings submitted to them by the Statutory Auditors following their work.

During the year under review, the Accounts and Risk Monitoring Committee reviewed the following topics, among others:

All the documents submitted, the presentation given by the Managing Partners, and the answers given to the questions asked, reassured the Committee as to the proper management of risks within the Group.

During the fiscal year under review, the attendance rate was 86.67% (100% in the previous year).

COMPENSATION AND APPOINTMENTS COMMITTEE

In accordance with its Internal Rules, the Compensation and Appointments Committee assists the Supervisory Board on governance issues. It is tasked with examining the following matters:

As part of its thinking on changes in the composition of the Supervisory Board and its Committees, in accordance with the Group’s diversity policy, the Compensation and Appointments Committee reviews a succession plan for the Chairman of the Supervisory Board.

However, it does not participate in the preparation of succession plans for Executive Corporate Officers, as this is the sole responsibility of the General Partners. The Compensation and Appointments Committee, like the Supervisory Board, is nevertheless kept informed of the progress of the succession plan for the Management Board prepared by the General Partners.

The Committee reports to the Supervisory Board on the performance of its duties.

In accordance with its Internal Rules, this Committee is chaired by an independent member.

As of March 11, 2021, the Compensation and Appointments Committee had four members: Chantal Mazzacurati (Chairwoman), Laure Grimonpret-Tahon, Olivier Heckenroth and Erik Pointillart. Two out of four members (including the Chairwoman) were independent (independence rate of 50%). At the close of the 2021 Shareholders’ Meeting, the Compensation and Appointments Committee will continue to be composed of the current members, maintaining an independence rate of 50% and an independent Chairwoman.

CHANGE IN THE COMPOSITION OF THE COMPENSATION AND APPOINTMENTS COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

* Independent member of the Supervisory Board.

The Compensation and Appointments Committee met once during the fiscal year under review (as in the previous year). In view of the growing number of issues relating to compensation and appointments and the resulting increase in workload, the Supervisory Board, at its meeting of March 11, 2021, decided to schedule a second annual meeting of this Committee.

In accordance with its Internal Rules, Committee members are given a reasonable amount of time (at least two days) to review the documents before the Committee meets. The Company’s Corporate Secretary and Jacques Riou, Chairman of Agena, a company Joint non-General Partner Manager, attend its meetings.

During the fiscal year under review, the Compensation and Appointments Committee reviewed the following topics, among others:

During the fiscal year under review, the attendance rate was 100% (as in the previous year).

ASSESSMENT OF THE SUPERVISORY BOARD AND CONSIDERATION OF POINTS OF ATTENTION

Each year, the Supervisory Board informally discusses its composition, organization and operation, as well as those of its Committees in order to improve their effectiveness.

A more formal and in-depth assessment is performed every three years on the basis of an anonymous questionnaire provided to the members of the Supervisory Board. This questionnaire mainly addresses the following points:

The last formalized assessment was carried out in early 2020.

The points of attention of the Compensation and Appointments Committee, contained in the report it submitted to the Supervisory Board on March 12, 2020, were taken into account during 2020, as the following developments were noted:

The next formal assessment will take place in 2023.

ATTENDANCE OF THE MEMBERS OF THE SUPERVISORY BOARD AND OF THE COMMITTEES AT MEETINGS

The table below sets out the attendance of each member at meetings of the Supervisory Board and the Committees in fiscal year 2020.

SUMMARY TABLE OF MEMBERS’ ATTENDANCE AT THE MEETINGS OF THE SUPERVISORY BOARD AND THE COMMITTEES IN 2020