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 a dividend of €1.92 per ordinary share to the 2023 Shareholders’ Meeting. This amount is an increase of more than 3% compared to the dividend paid for the financial year 2021 (€1.86 per ordinary share and €0.93 per preferred share). There are no longer any preferred shares since February 2023.

DIVIDENDS PAID TO SHAREHOLDERS OVER THE LAST FIVE YEARS

Date of Shareholders’ Meeting Financial year
concerned
Number of shares Net dividend
paid
(in euros)
Total net amounts
distributed
(in euros)
    95,048,202 ordinary shares 1.50 142,572,303
Shareholders’ Meeting 07/06/2018 2017 2,740 preferred shares 0.75 2,055
    97,182,460 ordinary shares 1.59 154,520,111
Shareholders’ Meeting 11/06/2019 2018 2,740 preferred shares 0.79 2,165
    100,345,050 ordinary shares 1.75 175,603,837
Shareholders’ Meeting 11/06/2020 2019 3,722 preferred shares 0.87 3,238
    100,950,230 ordinary shares 1.80 181,710,414
Shareholders’ Meeting 10/06/2021 2020 5,188 preferred shares 0.90 4,669
    102,720,441 ordinary shares 1.86 191,060,020
Shareholders’ Meeting 09/06/2022 2021 514 preferred shares 0.93 478

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 personal liability, General Partners are entitled to a by-laws’ defined dividend that is calculated according to the formula set out in Article 56 of the by-laws.

The Total Shareholder Return is calculated between year Y (the “Relevant Financial Year”) and the year among the three previous years (Y-1, Y-2 and Y-3) in which the Rubis share price was the highest (the “Reference Price”).

TSR corresponds to the change in market capitalisation, plus dividends paid to the Limited Partners and cumulative rights detached between the year of the Reference Price and year Y.

The change in market capitalisation 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 Financial Year, and (ii) the highest among the averages of the opening prices of the last 20 trading days of each of the three Financial years preceding the Relevant Financial Year (the “Reference Price”), and the number of shares outstanding at the end of the Relevant Financial Year. This number of shares is reduced by the number of shares held by the Company with a view to their cancellation and new shares created since the end of the Reference Price financial year (with the exception of shares awarded free of charge as part of a capital increase through capitalisation 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 such amount, within the limit of 10% of net income, Group share and the distributable profit.

Half of this dividend is held by the General Partners in Rubis shares 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, given the global economic situation related to the Covid-19 pandemic, which impacted the Rubis share price, the General Partners decided to block in partner current accounts 50% of their General Partners’ dividend until June 2022, or until an earlier date if the Rubis share price reached an average of €50 over 20 consecutive trading days (opening price). This 50%, which had been blocked in partner current accounts, was repaid to the General Partners on 30 June 2022.

For 2022, the application of the formula defined in Article 56 of the by-laws results in the TSR of Rubis shares being negative (-€2,328,362,568.91), thereby conferring no rights to a dividend for the General Partners (as for 2020 and 2021).