The share capital as of 31 December 2021 amounts to €128,176,601.25, divided into 102,541,281 shares (102,535,090 ordinary shares and 6,191 preferred shares) with a par value of €1.25 each, following the transactions carried out during the 2021 financial year as set out in the table in section 6.2.3.

As of 31 December 2021, the number of exercisable voting rights was 102,461,968. As double voting rights are excluded by Article 40 of the by-laws, each ordinary share carries one voting right. However, preferred shares, which constitute long-term share-based compensation for Group employees and whose conversion into ordinary shares is notably subject to the fulfillment of performance conditions, do not have voting rights.

To the Company’s knowledge, based on threshold crossing declarations received, no other shareholder held at least 5% of the share capital or voting rights at 31 December 2021.

During financial year 2021:

• •Wellington Management Group LLP, acting on behalf of funds and clients, reported that it had crossed the threshold of 5% of the share capital and voting rights downwards on 26 January 2021, and as of that date held 5,124,040 Rubis shares, i.e., 4.94% of the share capital and voting rights;
• •Blackrock, Inc., acting on behalf of funds and clients, reported that it had crossed the threshold of 5% of the share capital or voting rights:
  • •upwards on 15 October 2021, and as of that date held 5,298,581 Rubis shares, i.e., 5.10% of the share capital and voting rights,
  • •downwards on 18 October 2021, and as of that date held 5,177,537 Rubis shares, i.e., 4.98% of the share capital and voting rights,
  • •upwards on 19 October 2021, and as of that date held 5,199,851 Rubis shares, i.e., 5.07% of the share capital and voting rights;
• •Tweedy, Browne Company LLC, acting on behalf of funds and clients, reported that it had crossed the threshold of 5% of the share capital and voting rights upwards on 11 November 2021, and as of that date held 5,128,195 Rubis shares, i.e., 5.004% of the share capital and voting rights.

Between the end of financial year 2021 and the date this Universal Registration Document was filed, Blackrock, Inc., acting on behalf of funds and clients, reported that it had crossed the threshold of 5% of the share capital or voting rights:

• •downwards on 26 January 2022, and as of that date held 5,070,276 Rubis shares, i.e., 4.94% of the share capital and voting rights;
• •upwards on 28 January 2022, and as of that date held 5,134,484 Rubis shares, i.e., 5.01% of the share capital and voting rights;
• •downwards on 31 January 2022, and as of that date held 5,028,496 Rubis shares, i.e., 4.90% of the share capital and voting rights;
• •upwards on 10 February 2022, and as of that date held 6,600,313 Rubis shares, i.e., 6.42% of the share capital and voting rights;
• •upwards on 18 March 2022, and as of that date held 7,505,995 Rubis shares, i.e., 7.30% of the share capital and voting rights.

In 2021, the Management Board held the following delegations of powers and financial authorisations granted by the Combined Shareholders’ Meetings of the Limited Partners and of the General Partners of 11 June 2019, 9 December 2020 and 10 June 2021:

The Combined Shareholders’ Meeting of 9 December 2020 authorised the Management Board to purchase shares of the Company in the framework of an 18-month share buyback programme. The maximum purchase price per share was set at fifty-five (55) euros (excluding fees and commissions). The number of shares that may be acquired cannot exceed 10% of the number of shares making up the Company’s share capital (including a percentage of up to 1% of the number of shares making up the share capital repurchased under the liquidity agreement) and the number of shares held directly or indirectly by the Company cannot at any time exceed 10% of the shares making up its share capital on the date in question. The maximum amount of the funds earmarked for the realisation of this share buyback programme was set at two hundred eighty (280) million euros (excluding expenses and commissions), of which up to two hundred fifty (250) million euros (excluding expenses and commissions) are allocated to the buyback of shares in view of a share capital decrease by way of the cancellation of the repurchased shares (the remaining thirty (30) million euros (excluding expenses and commissions) are earmarked for the realisation of the share buyback programme under the liquidity agreement).

To support the secondary market or the liquidity of Rubis’ shares, the Company has implemented a liquidity agreement (entrusted to Exane BNP Paribas as an investment services provider acting with complete independence) that complies with the Amafi Code of Ethics.

In 2021 financial year, under the liquidity agreement:

• •319,426 shares were purchased for €10,941,716;
• •304,172 shares were sold for €10,516,691.

Under this liquidity agreement, the following resources were included in the liquidity account at 31 December 2021: 73,122 Rubis securities and €405,791.

In financial year 2021, the Company purchased in view of their cancellation:

• •2,634,083 shares (representing approximately 2.54% of the share capital on 8 April 2021), for an average price of €39.3035 per share and for a gross amount of €103,528,759.19, between 6 January and 8 April. Trading fees amounted to €91,764.34. All these shares were cancelled on 31 May (pursuant to the 2nd resolution of the Combined Shareholders’ Meeting held on 9 December 2020);
• •1,500,000 shares (representing approximately 1.44% of the share capital on 4 October 2021), for an average price of €32.6898 per share and for a gross amount of €49,034,743.78, between 12 July and 4 October. Trading fees amounted to €24,517.44. All these shares were cancelled on 19 October (pursuant to the 2nd resolution of the Combined Shareholders’ Meeting held on 9 December 2020).

At the end of financial year 2021, the Company no longer held any of its own shares bought back in view of reducing the share capital by cancellation of such shares.

Comprehensive information about this share buyback programme, and in particular detailed and aggregated presentations of the transactions, is available on the Company’s website (https://rubis.fr/en/share-buyback-program).

The share buyback programme that will be submitted for the approval of the Combined Shareholders’ Meeting of 9 June 2022 is described hereafter in accordance with the provisions of Articles 241-1 et seq. of the General Regulation of the French Financial Markets Authority (the “AMF”).

The objective of this programme will be to ensure the existence of a secondary market or the liquidity of the share by an investment services provider acting in complete independence under a liquidity agreement with respect to capital securities that satisfy the acceptability criteria defined by the AMF in its decision no. 2021-01 dated 22 June 2021, or any other subsequent AMF decision establishing liquidity agreements relating to equity securities as an accepted market practice and in accordance with the Amafi’s Code of Ethics recognised by the AMF.

Purchase, sale, exchange or transfer transactions may take place at any time, except during the period of a public offer for the Company’s shares, in compliance with applicable regulations.

The transactions may be carried out by any means consistent with applicable law and regulations, including through acquisitions taking place under negotiated transactions.

The maximum amount of funds allocated to the share buyback programme will be thirty (30) million euros (excluding fees and commissions), in compliance with applicable regulations.

The maximum purchase price will be fifty (50) euros (excluding fees and commissions) per share.

In the case of a capital increase through incorporation of issue premiums, reserves, profits or otherwise by granting free shares, as well as in the case of a stock split or reverse stock split, or a capital redemption or reduction, or in the event of a change in the par value of the share, the Management Board shall have the power to adjust, where necessary, the above-mentioned maximum unit price to account for the effect of these transactions on the share value.

The purchases of Company’s shares may relate to a number of shares such that the number of shares the Company will hold after such purchases and disposals does not at any time exceed 1% of the share capital. Such percentage limit will apply to the share capital as adjusted in light of transactions that may affect the share capital after the close of the Combined Shareholders’ Meeting of 9 June 2022.

The programme covered by this description will be valid for a period of 18 months subject to and as from the date it is authorised by the Combined Shareholders’ Meeting of 9 June 2022, i.e., until 9 December 2023.

The securities that may grant access to the share capital are as follows:

• •preferred shares whose vesting period, holding period or conversion period is ongoing;
• •performance shares for which the vesting period is ongoing;
• •stock options not yet exercised;
• •equity warrants subscribed for by Crédit Agricole CIB and that may be exercised by the Company at its discretion.

On 31 December 2021, there were no other securities that may grant access to the share capital.

The securities that may grant access to the share capital were, on 31 December 2021, broken down as follows:

• •2,469 preferred shares (11 July 2016 plan) for which the conversion period was ongoing and which were convertible into a maximum of 246,900 ordinary shares;
• •1,706 preferred shares (13 March 2017 plan) vested and created on 13 March 2020, for which the holding period was ongoing and that were convertible into a maximum of 170,600 ordinary shares;
• •226 preferred shares (13 March 2017 plan) for which beneficiaries, whose income is taxable outside France, opted for deferred vesting and that were convertible into a maximum of 22,600 ordinary shares;
• •374 preferred shares (19 July 2017 plan) vested and created on 20 July 2020, for which the holding period was ongoing and that were convertible into a maximum of 37,400 ordinary shares;
• •345 preferred shares (2 March 2018 plan) vested and created on 2 March 2021, for which the holding period was ongoing and that were convertible to a maximum of 34,500 ordinary shares;
• •1,157 preferred shares (5 March 2018 plan) vested and created on 5 March 2021, for which the holding period was ongoing and that were convertible to a maximum of 115,700 ordinary shares;
• •140 preferred shares (19 October 2018 plan) vested and created on 19 October 2021, for which the holding period was ongoing and that were convertible into a maximum of 14,000 ordinary shares;
• •62 preferred shares (7 January 2019 plan) for which the vesting period was ongoing and that were convertible into a maximum of 6,200 ordinary shares;
• •662 preferred shares (17 December 2019 plan) for which the vesting period was ongoing and that were convertible into a maximum of 66,200 ordinary shares;
• •385,759 performance shares (17 December 2019 plan) for which the vesting period was ongoing;
• •150,276 stock options (17 December 2019 plan) which may be exercised in 2023 subject to the fulfillment of performance conditions;
• •787,697 performance shares (6 November 2020 plan) for which the vesting period was ongoing;
• •87,502 stock options (6 November 2020 plan) which may be exercised in 2024 subject to the fulfillment of performance conditions;
• •43,516 performance shares (1 April 2021 plan) for which the vesting period was ongoing;
• •5,616 stock options (1 April 2021 plan) which may be exercised in 2024 subject to the fulfillment of performance conditions;
• •160,072 performance shares (13 December 2021 plan) for which the vesting period was ongoing;
• •4,400,000 shares that may be issued as a result of the Company’s exercise, at its discretion, of 4,400,000 equity warrants that were fully subscribed by Crédit Agricole Corporate and Investment Bank on 9 November 2021 in its capacity as a financial intermediary (i.e., without this institution being meant to remain a shareholder of the Company).

If all these securities granting access to the share capital had been issued on 31 December 2021, the number of ordinary shares of the Company had been increased by 6,734,538 shares (representing approximately 6.57% of the share capital).

As a result, a shareholder owning 1% of the share capital on a non-diluted basis on 31 December 2021 owned 0.94% of the share capital on a diluted basis.

A comprehensive statement of current stock options, performance shares and preferred shares plans is provided in section 6.5.6 of this chapter.

No agreement anticipating preferential terms for the disposal or acquisition of shares liable to be submitted to the French Financial Markets Authority.

No pledge of shares held in a pure registered form (nominatif pur).

No public tender or exchange offer and no standing market offer (garantie de cours) carried out by third parties in respect of the Company’s shares,.

No public exchange offer for the shares of another company made by Rubis.