6.1 Information about the Company
Rubis is a French Partnership Limited by Shares (Société en Commandite par Actions) governed by Articles L. 226-1 to L. 226-14 and L. 22-10-74 to L. 22-10-78 of the French Commercial Code and, insofar as they are compatible with the above-mentioned articles, by the provisions relating to Limited Partnerships (société en commandite simple) and public limited companies (sociétés anonymes). Within this legal framework, the Company is also governed by its by-laws.
• General Partners, who have the status of merchants and are indefinitely and jointly and severally liable for corporate debts;
• Limited Partners (or shareholders), who are non-merchants and whose liability is limited to the amount of their contributions.
The law and Rubis’ by-laws make the Partnership Limited by Shares a modern structure that is adapted to the principles of good corporate governance, as reflected by:
• the very clear separation of powers between the Management Board, which governs corporate affairs, and the Supervisory Board, whose members are appointed by the shareholders and which is tasked with overseeing the Company’s management, and notably giving its opinion on the compensation policy applicable to the Management Board and determining the components of the compensation to be awarded and paid ex-post to corporate officers;
• the unlimited personal liability of the General Partner, which attests to the appropriate match between commitment of assets, power and responsibility;
• the awarding to the Supervisory Board of the same powers and rights to communication and of investigation as those granted to the Statutory Auditors;
• the right of shareholders to oppose the appointment of a candidate for the Management Board when he/she is not a General Partner.
6.1.1 General Partners
• Sorgema, a limited liability company (société à responsabilité limitée) whose Manager is Gilles Gobin and whose shareholders are members of the Gobin family group;
• GR Partenaires, a Limited Partnership whose General Partners are the Gobin family group companies and Jacques Riou. The Limited Partners of GR Partenaires are Agena and members of the Riou family group.
6.1.2 Limited Partners (or shareholders)
The main Limited Partners (or shareholders) are listed in the table in section 6.2.2 of this chapter.
6.1.3 Organisation chart
6.1.4 Main by-laws’ provisions
The complete by-laws are available on the Company’s website https://rubis.fr/en/corporate-governance/rubis-by-laws.
Acquiring interests in any civil or commercial companies, by creating new companies, contributing, subscribing for or purchasing securities, corporate rights or convertible or non-convertible bonds, mergers, joint arrangements or otherwise.
This may be done directly or indirectly, by creating new companies and business combinations, contributing Limited Partnerships, subscribing for or purchasing securities or corporate rights, mergers, joint arrangements, combinations, joint venture companies, or by obtaining any property or other rights under a lease or management of a lease.
And, in general, any industrial, commercial, financial or civil operation or transaction in movable or immovable property that might be associated directly or indirectly with one of the purposes listed above or any similar or related purpose.
The Company was formed on 21 July 1900. Its current form results from the merger on 30 June 1992 of Rubis Investment & Cie and Compagnie de Penhoët. The Company’s term runs until 30 May 2089, except in the event of early dissolution or further extension.
As of 31 December 2022, the share capital amounts to one hundred and twenty-eight million, six hundred and ninety-one thousand, nine hundred and fifty-seven euros and fifty eurocents (€128,691,957.50).
The share capital may be increased or reduced, in accordance with the legal provisions and those of these by-laws.
Under legal and regulatory conditions, preferred shares issued under Articles L. 228-11 et seq. of the French Commercial Code may be created, with special rights as defined in these by-laws in Articles 14 bis, 33, 48 and 57.
Several preferred share classes may be created, with various characteristics, including (i) their issue date and (ii) their conversion period. Consequently, the corporate body deciding the preferred share issue shall amend this Article accordingly, so as to specify the designation and characteristics of such issued class, including those referred to in (i) and (ii) above.
The 2,884 Class A preferred shares of the 2 September 2015 plan were cancelled following their conversion into 288,400 ordinary shares.
The 3,814 Class B preferred shares of the 11 July 2016 plan were cancelled following their conversion into 381,400 ordinary shares.
The 1,932 class C preferred shares of the 13 March 2017 plan were cancelled following their buyback by the Company due to a conversion coefficient of zero.
The 374 class D preferred shares of the 19 July 2017 plan were cancelled following their buyback by the Company due to a conversion coefficient of zero.
The 345 class E preferred shares of the 2 March 2018 plan were cancelled following their buyback by the Company due to a conversion coefficient of zero.
The 1,157 class F preferred shares of the 5 March 2018 plan were cancelled following their buyback by the Company due to a conversion coefficient of zero.
The 140 class G preferred shares of the 19 October 2018 plan were cancelled following their buyback by the Company due to a conversion coefficient of zero.
Each share of the same class shall give right to a proportional share capital of the Company’s assets, liquidation surpluses and profits equal to the fraction of the capital to which the share corresponds. All shares of the same class and face value can be considered equal to each other, with the sole exception of the start date for dividend entitlement.
A Limited Partner shall only be responsible for corporate debts up to an amount equal to the face value of the shares in his/her possession.
The possession of a share automatically implies acceptance of the present by-laws and the resolutions legally decided by the Shareholders’ Meeting.
The Company is managed and administered by one or more Managing Partners (either individuals or corporations), who may or may not be General Partners.
If a corporation holds the position of Managing Partner, its executives shall be subject to the same conditions, obligations and civil and criminal liability as those of an individual sitting in his/her own name, without prejudice to the joint liability of the corporation they manage.
Throughout the Company’s existence, the General Partners shall be responsible for the appointment of any new Managing Partner by unanimous vote. However, if the candidate for the position of Managing Partner is not a General Partner, his/her appointment must be ratified by the Shareholders’ Meeting (in its ordinary form) of Limited Partners.
Each Managing Partner shall be invested with the broadest of powers to act in all circumstances on behalf of the Company. He/she shall exercise said powers within the limitations of the corporate purpose and subject to the limitations expressly set out by law or attributed by the by-laws to the Shareholders’ Meeting and to the Supervisory Board.
Should there be more than one Managing Partner, the unanimous approval of the Management Board shall be required for any decision that involves expenses exceeding €152,449.
The Company has a Supervisory Board composed of members selected from the shareholders who are neither General Partners nor Managing Partner.
Board members shall be appointed and their mandates revoked by the Ordinary Shareholders’ Meeting. Shareholders who are General Partners cannot participate in the vote on the resolutions concerned.
Board members shall have a maximum term of office of three years. It shall end at the end of the meeting called to approve the financial statements for the past financial year and held in the year in which their term of office expires. Members are re-eligible for office.
The Supervisory Board meets when convened by its Chairman or the Management Board as often as the interests of the Company so require and at least once every six months.
The Supervisory Board shall be responsible for the permanent control of the Management of the Company as provided by law. Each year, it shall submit a report to the Ordinary Shareholders’ Meeting, which is made available to shareholders at the same time as the Management Board report and the financial statements for the financial year. Its Chairman also prepares a report on the functioning of the Management and control bodies, as well as on the internal control procedures implemented within the Group.
The corporate rights attached to the status of General Partner may only be transferred with the unanimous agreement of all the other General Partners. If the transferee is not already a General Partner, the approval of the Extraordinary Shareholders’ Meeting ruling in accordance with the majority required for extraordinary decisions must be obtained.
General Partners may exercise all of the powers pertaining to their position as provided by law and the by-laws. The General Partners’ decisions may be taken either at Shareholders’ Meetings or by written consultation.
All General Partners’ decisions (Article 24.4) shall be taken unanimously, except for those concerning the revocation of a Managing Partner without the status of General Partner, which is decided by majority vote (Article 20.2).
Shareholders’ Meetings (or of Limited Partners) are convened by the Management Board or the Supervisory Board, or by any other person who is so entitled by law, in accordance with the statutory procedures and time frames.
The Management Board sends or makes available to shareholders, in accordance with the legislative provisions, documents allowing shareholders to make informed decisions.
The right to participate in Shareholders’ Meetings shall be subject to the registration of the securities in the shareholder’s name on the second business day that precedes the meeting at 00:00 hours, Paris time, either in the registered securities account held by the Company or in the bearer security accounts held by the intermediary authorised to manage the account. The registration or entry of the securities in the bearer securities accounts held by authorised intermediary shall be certified and a shareholder certificate shall be issued by the intermediary.
Any transfer that takes place after the aforementioned registration date shall have no influence on the functioning of the Shareholders’ Meeting: the transferor may vote in respect of the entire amount of his/her previous interest.
Each shareholder has as many votes as the number of voting shares he/she possesses or represents. Each ordinary share entitles its holder to one vote, it being specified that the ratio of one vote per share shall prevail over any non-mandatory statutory or regulatory provisions to the contrary.
Preferred shares do not confer voting rights at Shareholders’ Meetings of Limited Partners (Article 14 bis of the by-laws).
If a shareholder cannot attend the Shareholders’ Meeting in person, the shareholder may issue a proxy to another shareholder or to his/her spouse, or to any other individual or corporation of his/her choice. He/she may also issue a proxy without naming a representative, which means that the Chairman of the Shareholders’ Meeting will vote in favour of those draft resolutions presented or approved by the Management Board and against all other draft resolutions. Shareholders may also vote by post.
Documents pertaining to the Company, and in particular the by-laws, the minutes of Shareholders’ Meetings, the reports presented at Shareholders’ Meetings by the Management Board, the Supervisory Board or the Statutory Auditors, may be consulted at the Company’s registered office and on the Company’s website (www.rubis.fr).
A 5% levy is deducted from net profits, less any previous losses where applicable, in order to form the legal reserve. This levy is no longer mandatory once such reserve is equivalent to one-tenth of the share capital. The legal reserve, which is formed to consolidate the share capital paid in by Limited Partners, shall remain the property of the Limited Partners. Under no circumstances may it be distributed to General Partners, even through a capital increase. This reserve, which is calculated on all of the profits made by the Company, will be the sole responsibility of Limited Partners.
The balance of such profits, less any previous losses and increased by retained earnings, make up the distributable profits.
The General Partners shall receive a dividend for a financial year (the “Relevant Financial Year”) equal to 3% of the Total Shareholder Return (the “TSR”), if positive, of Rubis’ shares, determined as indicated below. This dividend may in no case exceed 10% of net income, Group share for the Relevant Financial Year, nor the distributable profit as defined in Article 55.
The TSR is the change in market capitalisation, plus dividends paid and rights detached from shares.
The change in market capitalisation is equal to 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 the three financial years preceding the Relevant Financial Year (the “Reference Price”), multiplied by the number of outstanding shares at the end of the Relevant Financial Year less the number of shares held by the Company for cancellation at the end of the Relevant Financial Year. New shares created as a result of any capital increase since the end of the financial year of the Reference Price will not be taken into account, with the exception of shares awarded free of charge as part of a capital increase through capitalisation of reserves, profits or issue premiums and as part of a stock split or reverse stock split.
To the positive or negative amount corresponding to the change in market capitalisation are added the amount(s) of any cumulative dividends and interim dividends paid by Rubis to its Limited Partners between the financial year during which the Reference Price was determined and the end of the Relevant Financial Year, as well as the sums corresponding to the value of any rights detached from shares and to the value of any securities, other than Company shares, awarded free of charge to shareholders during this same period.
When they are listed, the value of the rights detached from the shares and the value of any free share allocations to shareholders correspond to the average opening price on the first days of listing, within the limit of 10 days.
The amount of the statutory dividend is recorded by the Ordinary Shareholders’ Meeting and that of the General Partners. Half of this dividend is blocked by the General Partners in the form of Rubis shares for three years.
The portion distributed to the Limited Partners requires the approval of the Ordinary Shareholders’ Meeting of Limited Partners and that of the General Partners.
The option of receiving payment of the dividend or interim dividend in cash or in shares may be granted to each General Partner and Limited Partner holding ordinary shares, for all or part of the dividend or interim dividend paid.
Under no circumstances may this option be granted to General Partners without it being open to Limited Partners holding ordinary shares under the same conditions.
Shareholders holding preferred shares shall not be entitled to opt for the dividend to be paid in shares.
The Shareholders’ Meeting appropriates the undistributed portion of the distributable profit for the financial year in the proportions that it determines, either to one or more reserve, general or special funds that remain available to it or to the “Retained earnings” account.
In addition to the legal threshold crossing declaration provided for by Article L. 233-7 of the French Commercial Code, a shareholder must inform the Management Board, within four trading days following the date on which the threshold was crossed, of any change subsequent to the first legal threshold (5%), of more than 1% of the share capital or voting rights.
In the event that the above-mentioned reporting obligations are not complied with, the shares exceeding the fraction that should have been reported are deprived of voting rights at any Shareholders’ Meeting to be held until the expiry of a period of two years following the date when the notification was properly served. Except in the case that one of the thresholds defined in I of Article L. 233-7 of the French Commercial Code is crossed, the suspension of voting rights will only take place at the request of one or more shareholders holding at least 5% of the Company’s share capital or voting rights, as recorded in the minutes of the Shareholders’ Meeting.
6.1.5 Additional information concerning the General Partners
• No General Partner has any conflict of interest between his/her duties to Rubis and his/her private interests and/ or other duties to which he/she is bound.
• No General Partner has been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation.
• No General Partner has been the subject of criminal prosecution or official public sanction by the statutory or regulatory authorities.
• No General Partner has been prevented by a court from acting as member of an issuer’s administrative, management or supervisory body or from being involved in the management or direction of an issuer’s affairs in the last five years at least.
• There are no service contracts binding the General Partners to Rubis or to any of Rubis’ subsidiaries.
Restrictions on the disposal by the General Partners of their equity interests in Rubis’ share capital
To Rubis’ knowledge, no restrictions have been agreed by the General Partners with respect to the disposal of their equity interests in the Company’s share capital, with the exception of the commitment made by the General Partners to invest half of the dividend received in Rubis shares for a period of three years.