The share capital as of 31 December 2022 amounted to €128,691,957.50, divided into 102,953,566 ordinary shares with a par value of €1.25 each, following the transactions carried out during the financial year 2022 as set out in the table in section 6.2.3.

As of this same date, the number of exercisable voting rights was 102,868,579. As double voting rights are excluded by Article 40 of the by-laws, each ordinary share carries one voting right.

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 as of 31 December 2022.

Crossings of thresholds reported during financial year 2022

During financial year 2022:

•   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 5,138,484 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;

•   Tweedy, Browne Company LCC, 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 8 September 2022, and as of that date held 5,131,180 Rubis shares, i.e., 4.98% of the share capital and voting rights.

Crossings of thresholds reported since the end of financial year 2022

None.

In 2022, 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 9 December 2020, 10 June 2021 and 9 June 2022.

COMBINED SHAREHOLDERS’ MEETINGS OF THE LIMITED PARTNERS AND OF THE GENERAL PARTNERS OF 9 DECEMBER 2020

COMBINED SHAREHOLDERS’ MEETINGS OF THE LIMITED PARTNERS AND OF THE GENERAL PARTNERS OF 10 JUNE 2021

COMBINED SHAREHOLDERS’ MEETINGS OF THE LIMITED PARTNERS AND OF THE GENERAL PARTNERS OF 9 JUNE 2022

Use of the authorisation granted by the Combined Shareholders’ Meeting of 9 June 2022

The Combined Shareholders’ Meeting of 9 June 2022 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 euros (€50) (excluding fees and commissions). The number of shares that may be acquired cannot exceed 1% of the number of shares making up the Company’s share capital. The maximum amount of the funds earmarked for the realisation of this share buyback programme was set at thirty million euros (€30,000,000) (excluding expenses and commissions).

The objective of this programme is to ensure the promotion of the secondary market or the liquidity of the share by an investment services provider within the framework of an equity liquidity contract. The Company has entered into an equity liquidity contract (entrusted to Exane BNP Paribas as an investment services provider acting in full independence) meeting the acceptability criteria defined by the French Financial Markets Authority (AMF) in its decision no. 2021-01 of 22 June 2021 or any other subsequent decision by the AMF, providing for liquidity contracts for equity securities as an accepted market practice and which complies with the AMAFI Code of Ethics recognised by the AMF.

In the financial year 2022, under the liquidity agreement:

•   529,463 shares were purchased for €13,200,089;

•   518,018 shares were sold for €13,132,142.

Under this liquidity account, the following resources were included in the liquidity account as of 31 December 2022: 84,987 Rubis securities and €324,811.

Comprehensive information about this share buyback programme is available on the Company’s website (https://rubis.fr/en/share-buyback-program).

Authorisation proposed to the Combined Shareholders’ Meeting of 8 June 2023: description of the share buyback programme

The share buyback programme that will be submitted for the approval of the Combined Shareholders’ Meeting of 8 June 2023 is described hereafter in accordance with the provisions of Articles 241-2 et seq. of the General Regulation of the French Financial Markets Authority (the “AMF”).

The objectives of this programme will be:

•   to reduce the share capital by cancelling all or part of the shares thus purchased, this objective being subject to the adoption of the specific resolution (“Authorisation to be granted to the Management Board to reduce the share capital by cancelling the shares purchased by the Company (Article L. 22-10-62 of the French Commercial Code)”) submitted to the Combined Shareholders’ Meeting of 8 June 2023 (15^th resolution) or any authorisation of the same nature granted by a subsequent Shareholders’ Meeting;

•   to deliver the shares thus purchased upon the exercise of rights attached to securities giving entitlement by redemption, conversion, exchange, presentation of a warrant or in any other manner, to the allocation of Company shares;

•   to award, allocate or transfer the shares thus purchased to employees and/or corporate officers of the Company and/or companies related to it, in accordance with applicable regulations, in particular in the context of stock option plans, award of shares free of charge or under any savings or shareholding plan, as well as any transactions to cover any share-based compensation scheme in accordance with applicable regulations;

•   to enable the market-making or liquidity of the share to be ensured by an investment services provider, through an equity liquidity contract that meets the acceptability criteria defined by the French Financial Markets Authority (AMF) and complies with an ethics charter recognised by the AMF;

•   to retain the shares thus purchased and sell them, transfer them, deliver them in payment or exchange them at a later date in the context of any external growth, merger, spin-off or contribution transactions;

•   to implement all other objectives and carry out all other transactions in accordance with the law and regulations in force, in particular any market practice that may be allowed by the applicable law or regulations or the AMF.

Purchase, sale, exchange and 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 awarded to the share buyback programme will be one hundred million euros (€100,000,000) (excluding fees and commissions), in compliance with applicable regulations.

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

In the case of a capital increase through incorporation of issue premiums, reserves, profits or otherwise by allocating shares free of charge during the period of validity of the buyback programme, as well as in the case of a stock split or reverse stock split, 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.

Purchases of Company shares may relate to a number of shares such that:

•   the shares purchased by or on behalf of the Company during the buyback programme shall not exceed 10% of the shares comprising its share capital, it being specified that:

•   the number of shares acquired by the Company with a view to holding them and subsequent payment or exchange as part of a merger, spin-off or contribution is limited to 5% of the shares comprising its share capital, in accordance with legal provisions, and

•   for those bought back under the liquidity contract, a maximum percentage of 1% of the shares comprising the Company’s capital applies, bearing in mind that the number of shares taken into account for the calculation of this last limit of 1% corresponds to the number of shares purchased less the number of shares resold during the period of validity of the buyback programme under the conditions defined by the General Regulation of the French Financial Markets Authority (AMF), it being noted that the above percentage limits will be assessed at the time of the purchases and will apply to an amount of capital adjusted according to the transactions that may affect it after the Combined Shareholders’ Meeting of 8 June 2023;

•   the number of shares that the Company holds, directly or indirectly, at any time, will not exceed 10% of the shares comprising its share capital.

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 8 June 2023, i.e., until 8 December 2024.

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

•   preferred shares whose vesting period, retention 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.

As of 31 December 2022, there were no other securities that may grant access to the share capital.

The securities that may grant access to the share capital, as of 31 December 2022, broke as follows:

•   62 preferred shares (7 January 2019 plan) for which the vesting period was ongoing and that could be converted into a maximum of 6,200 ordinary shares. The Management Board, at its meeting of 9 January 2023, noted that, as the performance condition attached to this plan had not been met, none of these preferred shares could be converted into ordinary shares;

•   385,759 performance shares (17 December 2019 plan) for which the vesting period was ongoing. The Management Board, at its meeting of 16 March 2023, noted that, as the performance conditions attached to this plan had not been met, none of these performance shares could vest;

•   150,276 stock options (17 December 2019 plan) which could be exercised in 2023 subject to the fulfilment of performance conditions. The Management Board, at its meeting of 16 March 2023, noted that, as the performance conditions attached to this plan had not been met, none of these options could vest;

•   787,697 performance shares (6 November 2020 plan) for which the vesting period was ongoing;

•   87,502 stock options (6 November 2020 plan) which could be exercised in 2024 subject to the fulfilment of performance conditions;

•   43,516 performance shares (1^st April 2021 plan) for which the vesting period was ongoing;

•   5,616 stock options (1^st April 2021 plan) which could be exercised in 2024 subject to the fulfilment of performance conditions;

•   160,072 performance shares (13 December 2021 plan) for which the vesting period was ongoing;

•   514,770 performance shares (20 July 2022 plan) for which the vesting period was ongoing;

•   4,400,000 shares that could 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 intending to remain a shareholder of the Company).

If all these securities giving access to the share capital had been issued as of 31 December 2022, the number of ordinary shares of the Company would have increased by 6,541,408 ordinary shares (representing approximately 6.35% of the share capital).

As a result, a shareholder owning 1% of the share capital on a non-diluted basis as of 31 December 2022 would own 0.94% of the share capital on a diluted basis.

A comprehensive statement of current stock option, performance share and preferred share plans is provided in section 6.5.6 of this document.

•   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 the issuer’s 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.