3.1 Risk factors

3.1.1 Introduction

Using mapping techniques, Rubis annually reviews financial, legal, commercial, technological and maritime risks liable to have a material adverse effect on its business and financial position, including its results, reputation and outlook. In addition to this risk mapping, a comprehensive review of risks by all the relevant departments is organised in order to select the risks that should be included in this chapter. The selected risks are then presented to the Accounts and Risk Monitoring Committee, a specialised Committee of Rubis SCA’s Supervisory Board.

Only those risks deemed specific to the Group and important for investors to know of as of the date of this document are described in this chapter. Investors should take all the information contained in this document into consideration.

Risk factors are divided into four categories based on their nature:

•   industrial and environmental risks;

•   risks related to the external environment;

•   legal and regulatory risks;

•   financial risks.

These categories are not presented in order of importance. Within each category, the risk factor with the greatest impact as of the date of the risk assessment is presented first. Note that the NFIS (Non-Financial Information Statement) contains a description of non-financial risks. Depending on their importance, some of those risks are also included in the risk factors described in this chapter. To avoid unnecessary repetition for the reader and to present each risk factor concisely, this chapter contains references to chapter 4 “CSR and Non-Financial Performance”, which includes a detailed presentation of the Group’s management of its environmental, social and societal risks.

The description of Rubis’ main risk factors (see below) presents the possible consequences in the event the risk does materialise and provides examples of measures implemented to reduce such consequences. The level of risk assessment presented is relative, i.e., it makes it possible to measure the importance (impact/probability) of the risks presented in this document in relation to each other and not in relation to similar risks presented by other issuers. Thus, the highest level of risks presented in this document does not necessarily correspond to the highest level of risks of other operators.

Probability:   Low    Medium    High                           Impact:  Low    Medium     High 
Category Risk Probability Impact
Industrial and environmental risks Risk of a major accident in industrial facilities
Risk of a major accident in distribution facilities
Risks related to product transport    
 Shipping
 Road transport
Risks related to information systems
Risks related to the development of photovoltaic power plant projects
Risks related to the external environment Country and geopolitical environment risks
Climate risks
Risks related to changes in the competitive environment
Legal and regulatory risks Risks related to a significant change in regulations
Legal risks
Ethics and non-compliance risks
Financial risks Foreign exchange risk
Risk of fluctuations in product prices
Risks related to acquisitions
Risks related to management of the equity interest in the Rubis Terminal JV

3.1.2 Detailed presentation of risk factors

3.1.2.1     Industrial and environmental risks

Rubis Énergie’s activities (Retail & Marketing and Support & Services), which are described in greater detail in chapter 1, entail industrial and environmental risks that may have impacts of varying nature and scope depending on the activities and the type of products handled (fuels, heating fuels, bitumen, liquefied gas). In most countries, these activities are subject to multiple stringent environmental, health and safety regulations requiring the implementation of risk prevention systems (the European Seveso regulations for industrial facilities or the ADR for the carriage of hazardous materials by road, for instance).

RISK OF A MAJOR ACCIDENT IN INDUSTRIAL FACILITIES(1)

Probability:     Impact:

Description of risks

Rubis Énergie operates industrial sites where petroleum products (fuels, heating fuels, bitumen, liquefied gas) are the main items handled. Such products are inherently flammable and, in some cases, explosive.

The facilities in question are import or storage terminals for petroleum products, gas cylinder filling plants and a refinery. Sixteen sites (six of which not wholly-owned by a Group entity) are classified as Seveso sites (high and low threshold) in the European Union, while 49 similar sites are operated outside the European Union (four of which not wholly-owned by a Group entity).

Although the entities ensure that these facilities and their operation comply strictly with the standards predefined by the Group and the regulations applicable to them, a major accident (fire, pollution) is a risk inherent in these activities and is generally the reason behind the applicable regulations and strict internal procedures that must be followed. As no single site makes a significant contribution to Group earnings, only the simultaneous shutdown of several sites could result in an adverse impact on the Group’s financial position.

Examples of risk management measures

Due to the nature of Rubis Énergie’s activities, the safety of operations is a constant concern for the Company’s teams. In addition to strict compliance with the applicable Seveso-type regulations, significant resources are devoted to preventing the risk of accidents, and especially major industrial incidents, including:

•   an active risk prevention approach through the implementation of proven HSE (health, safety and environment) and quality management systems, guaranteeing the implementation of rigorous operational processes;

•   investments totalling €109 million in 2022 for security/ defence against fire/maintenance/adaptation of facilities;

•   membership of professional bodies such as GESIP (Groupe d’étude de sécurité des industries pétrolières –Group for Safety Research in the Petroleum Industries), Ufip Énergies et Mobilités and the Joint Inspection Group (JIG), which provide general operational, training and safety support;

•   the establishment of crisis management units that can be swiftly activated in response to a major event in order to limit its consequences.

(1) This risk is described in the NFIS, chapter 4, section 4.2.

RISK OF A MAJOR ACCIDENT IN DISTRIBUTION FACILITIES(1)

Probability:     Impact:

Description of risks

Rubis Énergie operates a network of 1,054 service stations in 23 countries, most often by entrusting station management to managers or independent resellers.

Although the quantities of products stored in service stations are limited (frequently less than 80 m3), the main risk stems from the fact that such facilities are often located in urban or suburban areas and that they are accessible to the public.

A fire or product leak, including those caused by malicious acts, could result in harm to personnel (who most often are not Group employees), customers, local residents, the environment and/or property, and to the Group’s reputation.

Examples of risk management measures

In addition to strict compliance with the applicable regulations, measures put in place to prevent risks, and especially major incidents, include:

•   the establishment of a service station operations document base that is focused on risk prevention/ protection, which notably sets out detailed safety instructions and guidelines for operations, the regular training of managers and staff, and rigorous monitoring of fuel stocks;

•   the implementation of technical compliance programmes for fuel distribution facilities, which notably includes the gradual replacement of underground tanks and pipelines by equipment using double wall technology fitted with leak detectors, ensuring continuous leakage monitoring to guard against any possible pollution;

•   the rollout of preventive maintenance programmes in service stations based on regularly updated descriptive specifications and regular inspections to ensure that maintenance work is carried out properly.

(1) This risk is described in the NFIS, chapter 4, section 4.2.

RISKS RELATED TO PRODUCT TRANSPORT(1)

Shipping   >  Probability:    Impact:

Road transport   >  Probability:     Impact:

Description of risks

The products distributed by Rubis Énergie are considered dangerous insofar as they are flammable or, in some cases, explosive, and may also be subject to accidental spillage liable to pollute the ground and water. The transport of these products therefore involves a risk attributable to both the nature of the product and the means of transport used, mainly maritime or road transport.

Shipping

In its supply and shipping activities, Rubis Énergie operates 16 vessels, of which 10 are fully owned (including two new vessels since early 2023), and the others leased under time-charters. Rubis Énergie also charters vessels for single voyages.

A major incident involving a vessel (fire, explosion, pollution, navigation accident), including those resulting from acts of piracy, whose probability of occurrence is low but whose impact could potentially be significant, could cause damage to people, the environment and/or property, as well as to the Group’s reputation. The Group, its Senior Managers or its employees could be held liable.

Road transport

The transport of products to distribution sites and customers requires numerous trucks to circulate, which is liable to generate risks to people and the environment. The risk of accidents is heightened in certain areas (Africa, certain Caribbean Islands) due to the poor quality of road infrastructures, distances travelled and/or population density on roads. The consequences of a road accident involving hazardous materials are generally limited in terms of space, due to the small quantities transported, but could generate harm to people, the environment, and/or to property and to the Group’s reputation in the event of a serious traffic accident.

Examples of risk management measures

Shipping

In addition to compliance with the regulations applicable to international navigation (mainly the International Maritime Organisation standards), the following measures have been put in place:

•   the systematic vetting of vessels chartered by Group subsidiaries or third-party shipowners, carried out by a specialised company, Rightship;

•   membership of Oil Spill Response Ltd, a company that can provide assistance in the event of maritime pollution occurring during the loading/unloading of products at Rubis Énergie terminals;

•   as charterer or shipowner, Rubis Énergie insures its shipping risk with major international P&I Clubs (see section 3.3.2.3).

Road transport

In addition to applying the regulations governing the transport of hazardous goods, additional measures are taken to prevent the risk of traffic accidents:

•   Defensive driving training programmes, especially in countries where the risk is greatest; special instructions are also applied (ban on driving at night, for instance);

•   truck fleet renewal programmes and the installation of surveillance equipment for vehicles on the move, such as video surveillance and/or tracking via geolocation.

•   truck fleet renewal programmes and the installation of surveillance equipment for vehicles on the move, such as video surveillance and/or tracking via geolocation.

(1) This risk is described in the NFIS, chapter 4, section 4.2.

RISKS RELATED TO INFORMATION SYSTEMS

Probability:     Impact:

Description of risks

As with most companies, the Group is exposed to risks relating to the use of information systems. The day-to-day management of the Group’s activities, and in particular the conduct of its industrial, logistical, commercial and accounting processes, relies on the smooth functioning of all of its technical infrastructures and IT applications. The risk of a malfunction or interruption of critical systems arising from a technical fault (power or network outages, service provider default, etc.) or a malicious act (viruses, computer system intrusion, etc.) cannot be ruled out. The occurrence of such an incident would be liable to impact the work of the Group’s teams, irrespective of the activity at issue (administrative, commercial or industrial) by slowing down their work, and could lead to the loss of personal or sensitive data. The rapid growth of working from home and the development of digital processes in all business lines, including recourse to cloud computing, could further increase this risk. However, the fact that the information systems of the Group’s various entities are compartmentalised makes it unlikely that a major attack could spread across the Group. In the event of a risk related to information systems, only the entity concerned, or even the department concerned, would be affected locally.

Examples of risk management measures

The Group continuously adapts its prevention and detection measures and the measures it applies to protect its information systems and critical data, notably by:

•   conducting audits of computing infrastructure and test campaigns;

•   action plans and investment programmes aimed at continuously enhancing the security and monitoring of information systems and data in order to adapt to constant change;

•   implementation of business continuity plans (BCP)/ disaster recovery plans (DRP);

•   information and training campaigns aimed at raising users’ awareness about cyber risks.

RISKS RELATED TO THE DEVELOPMENT OF PHOTOVOLTAIC POWER PLANT PROJECTS

Probability:     Impact:

Description of risks

The Rubis Renouvelables division (via its subsidiary Rubis Photosol) builds and operates photovoltaic power plants in France. As of 31 December 2022, Rubis Photosol operated 384 MWp of installed capacity and had a development portfolio of 3.5 GWp, including 1.4 GWp in the advanced development phase. The success of the development phase of these projects and the start-up of operations within the expected deadlines depends on the satisfaction of a certain number of conditions and involves uncertainties, the main ones being:

the results of environmental studies: these studies generate a significant cost per project and may lead to the abandonment of a project, particularly due to the discovery of excessive fauna/flora challenges. In such a case, the sums committed cannot be recovered;

administrative authorisations and building permits: Rubis Photosol cannot guarantee that these will be obtained for sites under development. They may also be subject to longer appraisal periods, making project completion schedules more uncertain;

the construction of the facility: the failure of a key service provider to fulfil a construction contract is likely to result in a more or less significant delay in the construction period as well as in the cost of the project if a change of service provider becomes necessary. A delay in start-up of operations for the photovoltaic installation would impact the electricity sale contract for the duration of said contract. In addition, the price of certain equipment essential to the installation may rise due to the increase in the price of raw materials and delivery time delays may result in higher costs.

Examples of risk management measures

•   In-depth internal prior analyses to assess the probability of project completion and avoid the launch of studies on projects whose completion conditions are subject to significant uncertainties.

•   Analysis of the development of case law relating to building permits and distribution of a weekly watch.

•   Selection of service providers on the basis of demanding criteria and inclusion of late delivery penalties and substantial financial guarantees in contracts.

3.1.2.2     Risks related to the external environment

Rubis Énergie, and consequently Rubis SCA, is sensitive to cyclical and structural risk factors resulting from its business segment and the countries in which it operates.

COUNTRY AND GEOPOLITICAL ENVIRONMENT RISKS

Probability:     Impact:

Description of risks

The Group (excluding the Rubis Terminal JV) operates in 39 countries as of 31 December 2022. In 2022, it generated 11% of its EBIT in Europe, 49% in the Caribbean and 41% in Africa (including the subsidiaries located in the French overseas departments and territories in the Europe region, the breakdown is as follows: 23% Europe, 40% Caribbean and 37% Africa). Some of Rubis Énergie’s activities are exposed to risks and contingencies in countries with fragile governance or that may be experiencing, or may have experienced, political, economic, social and/or health situations that can be described as unstable (notably Haiti, Nigeria, Madagascar or Suriname). A rise in market prices of fuels can increase this instability due to the growing weight of the cost of energy in the budgets of individuals and businesses.

In addition to the usual consequences, this instability can in particular have an impact on Rubis Énergie’s subsidiaries resulting from a unilateral review of fuel distribution margins or from price structures not being applied by states that regulate the prices of petroleum products in order to reduce pressure linked to the cost of energy. The point of equilibrium remains, however, the grant of sufficient margins to operators to ensure a long-term supply of essential products and to maintain adequate safety standards.

Another aspect of geopolitical risk concerns the safety of Group employees, for which strict protection measures are in place in high-risk countries. Personal safety is a priority management issue in these countries, as is the security of petroleum product storage facilities.

Except in extreme cases, continuity of the fuel distribution activities of subsidiaries is in principle secured, as these products meet the essential needs of populations. The simultaneous occurrence of such events in several countries could have an unfavourable impact on the Group’s earnings.

Lastly, the shipping activity may be exposed to acts of piracy in certain areas in which the Group operates (in the Gulf of Guinea and the Indian Ocean, in particular). Such acts could cause harm to individuals on board, damage the vessel itself and its cargo, and cause financial losses due to delays in scheduled deliveries, or even the inability to deliver cargoes.

Russian-Ukrainian conflict: Rubis does not have operations in Russia or Ukraine and does not source from suppliers in these countries. This conflict has notably contributed to the increase in the price of petroleum products on international markets. At the date of publication of this document, the evolution of the conflict continues to be uncertain. The Group remains attentive to the situation and its potential impact on its activities and results, as well as to the indirect impacts of the conflict on the global supply chain.

Examples of risk management measures

•   The geographic diversity of the Group’s operations mitigates its exposure to the risks of a given country by limiting concentration of activities, and as such, dependence on that particular country. Moreover, existing risks are assessed at the time acquisitions are made and are taken into account in the operational management of the subsidiaries, which perform regular monitoring in order to anticipate those risks.

•   In areas that are particularly exposed to security risks, employee and site protection measures are reinforced according to the assessment of the surrounding risks, so as to deal with malicious acts, intrusions, kidnappings, vandalism or theft.

•   To deal with health risks, business continuity plans are established and measures are taken (vaccination, information campaigns, etc.) to combat infectious or viral diseases (the plague, malaria, Ebola, Covid, etc.).

•   Regarding the risk of piracy, the Group’s vessels and port facilities comply with the International Ship and Port Facility Security (ISPS) Code. Recommendations relating to countries designated “high risk areas” by the International Maritime Organisation (OMI) are also taken into account.

CLIMATE RISKS(1)

Probability:     Impact:

Description of risks

Physical risk

In 2022, the Group generated 49% of its EBIT in the Caribbean zone, which is particularly exposed to natural and climate risks, the intensity of which is tending to increase (earthquakes, hurricanes, etc.). The occurrence of extreme events could affect the integrity of its sites, especially the import terminals necessary for the supply of petroleum products, generally located in coastal areas. This could disrupt the operations of the subsidiaries in question and in turn cause operating losses. Nevertheless, the most recent cyclones in the Caribbean had a moderate effect on the Group’s earnings.

To a lesser extent, Rubis Énergie’s Retail & Marketing distribution activity is exposed to changes in temperature, mainly during mild winters in Europe (11% of Group consolidated EBIT), which affects fuel sale volumes in the heating market.

Transition risk

Rubis is exposed to its sector’s energy transition challenges. Although it has initiated the diversification of its activities towards renewable energies, most of the energy sold by the Group today is of fossil origin. Changes – sometimes rapid – in the regulatory environment and in policies in support of a low-carbon economy (carbon tax, energy saving certificates, obligation to incorporate bio fuels) could impose a significant reduction in CO2 emissions and make other less carbon-intense energies more competitive in the long term. In addition, growing concern among stakeholders (customers, investors, insurers, employees, civil society, etc.) about climate change is liable to have an adverse effect on the Group’s petroleum product Retail & Marketing activity, its financial position, its image, appeal and its outlook, with varying levels of uncertainty that are sometimes hard to measure over the long term. The immediate impact is considered to be low to moderate, depending on the products and areas in question.

Examples of risk management measures

•   In 2022, the Group created a new division, Rubis Renouvelables, dedicated to the production of renewable electricity, a new pillar of Rubis’ strategy. This division mainly consists of Rubis Photosol, which builds and operates photovoltaic power plants in France (384 MWp of installed capacity and a development portfolio of 3.5 GWp, including 1.4 GWp in the advanced development phase).

•   The Group is committed to monitoring the vulnerability of its existing and future facilities and of its activities, by taking climate change projections into account and by taking all appropriate safety measures, including the factoring of natural hazards into the design and operation of exposed facilities. This includes in particular:

•   geographic diversification (presence on three continents) and the broadening of the Group’s scope, greatly limiting exposure to the climate hazards that may be experienced in any given area;

•   diversification of business lines and products sold by Rubis Énergie, both by product category and by user (automotive fuel, aviation fuel, diesel, heating fuel, liquefied gas, bitumen and lubricants) limiting the impact of a climate event.

•   The decarbonisation strategy (detailed in chapter 4, section 4.3 of this document) including, in particular, a CO2 emissions reduction target of 30% (scopes 1 et 2, baseline 2019, Rubis Énergie scope) by 2030, defined in 2021, and an additional target of a 20% reduction in scope 3A CO2 emissions by 2030 (Rubis Énergie scope, mainly outsourced shipping and road transport items, i.e., 45% of scope 3A), defined in 2022, as announced in the Group’s CSR Roadmap, Think Tomorrow 2022-2025. Rubis has notably implemented measures to increase the energy efficiency of its most energy-intense industrial facilities, such as the refinery in Martinique or the vessels, so as to reduce their carbon footprint.

•   The establishment of a governance structure and teams responsible for monitoring climate challenges (regulatory, technical, societal changes) and identifying development opportunities to support the governing bodies in their discussions. The Climate & New Energies team, created in 2020, assists the Climate Committee and coordinates the operational efforts made by all Rubis Énergie subsidiaries

(1) This risk is described in the NFIS, chapter 4, section 4.2.

RISKS RELATED TO CHANGES IN THE COMPETITIVE ENVIRONMENT

Probability:     Impact:

Description of risks

The Retail & Marketing distribution activity operates in an intense competitive environment. Competitors’ profiles are changing, with the entry into the distribution business of trading players who have a competitive advantage over a larger part of the value chain in markets that are highly dependent on the import of petroleum products, or of local players supported by governments. In addition, the use of fossil fuels is gradually facing competition from other energies, although this phenomenon is to date still confined to a few regions in which the Group operates, mainly in Western Europe.

Failure to take these various changes into account in the Group’s strategy could limit its development prospects.

Examples of risk management measures

•   Rubis Énergie favours markets in which the Group enjoys a leading position, controls its supplies and/or has strategically located logistics facilities (maritime import terminals, refinery, pipeline connection). External growth around its areas of activity helps increase intra-group synergies and boost competitiveness.

•   The regular extension of Rubis Énergie’s portfolio of suppliers (stockists, refiners, traders) contributes to the competitiveness of supplies.

•   In Europe, Rubis Énergie’s activity is mainly focused on the distribution of liquefied gas, which is considered to be a transitional energy

•   Compliance with high safety, product quality and ethics standards is a differentiating competitive advantage, especially in markets where local players are unable to meet the requirements of international customers.

3.1.2.3     Legal and regulatory risks

RISKS RELATED TO A SIGNIFICANT CHANGE IN REGULATIONS

Probability:     Impact:

Description of risks

Environmental regulations

The growing trend towards stricter environmental and industrial safety regulations for both the Retail & Marketing and Support & Services activities could generate significant additional costs to bring facilities into compliance, which could have an impact on the business of Group entities and earnings. Both in France and abroad, sites and products are subject to increasingly stringent rules governing environmental protection (water, air, soil, noise, nature protection, waste management, impact studies, etc.), health (workstation, chemical product hazards, etc.) and the safety of employees and local residents. Rubis Photosol’s activities are also subject to numerous regulations in terms of urban planning, the environment and agriculture, for the agrivoltaic activity.

In addition, for most of the Group’s activities, when sites are closed, applicable regulations will require sites to be secured, dismantled and then rehabilitated from an environmental point of view after decommissioning. The associated costs could significantly exceed the provisions set aside by the Group and have a negative impact on its operating results. Future expenses for site restitution are accounted for by the Group in accordance with the accounting policies described in note 4.11 to the consolidated financial statements.

Renewable energy regulations

Rubis Photosol operates in France, in a highly regulated environment that protects operators. The proposed law “on the acceleration of renewable energy production” is likely to cause a delay in the schedule for start-up of operations since it is likely to slow down the deployment of projects through the inclusion of new regulatory constraints, or even call into question the feasibility of certain projects. In addition, changes in government guidelines could expose Rubis Photosol to the questioning of regulated electricity purchase prices and tariffs by the French authorities or any other authorised public entity. As the purpose of photovoltaic installations is to sell electricity, a questioning of the mechanisms of purchase obligations (either direct or via additional compensation) could have unfavourable consequences on the profitability of Rubis Photosol projects, depending on their level of maturity. A decrease in revenue would reduce the ability of the project companies (SPV) to repay their bank debt as well as the current account facilities granted to them by Rubis Photosol. However, changes in regulations relating to renewable energies are increasingly favourable to these renewable energy production activities.

Tax regulations

The signature of a tax agreement by the international community in autumn 2021 will lead to major reforms in international taxation. The OECD has published rules to ensure that multinational companies are subject to a 15% minimum tax rate starting in 2023. The European Commission has proposed a directive on defining a calculation basis that seeks to realign taxation rights with value creation and by setting a minimum tax rate. EU Member States will have to transpose the Pillar 2 directive by 31 December 2023, with application of the Income Inclusion Rule (IIR) from 2024 (financial years beginning on or after 31 December 2023) and the Undertaxed Profits Rule (UTPR) from 2025 (financial years beginning on or after 31 December 2024). In addition, due to budgetary constraints, which have been exacerbated by public debt resulting from the Covid-19 health crisis, certain states are introducing new tax measures and are providing their Audit Departments with enhanced powers.

Examples of risk management measures

•   The teams carry out constant regulatory monitoring. In addition, the situation of each site is regularly reviewed with regard to existing or future regulatory obligations.

•   The Group contributes to developing standards adapted to the challenges facing the industry, notably through sector-based professional bodies or unions.

•   Rubis’ assessment of the associated risks has led the Group to recognise provisions totalling €36 million for clean-up and renewal of non-current assets (see note 4.11 to the consolidated financial statements).

•   Rubis Photosol takes an active part in public debate, in particular via the Renewable Energies Syndicate (SER), in order to defend the interests of the sector. It conducts rigorous and continuous regulatory monitoring in order to comply with regulations or protect itself against any legal changes that may affect the construction or operation of its power plants.

•   Group companies ensure that tax filings and payments are made in accordance with local regulations. They complete the tax returns required in the jurisdictions in which the Group operates its businesses.

•   In accordance with its legal obligations, Rubis carried out its country-by-country reporting by reporting the breakdown of its profits, taxes and activities by tax jurisdiction and established the transfer pricing documentation applicable among Group companies (Transfer Pricing Documentation – Master File).

LEGAL RISKS

Probability:     Impact:

Description of risks

Rubis conducts its business in France and abroad in complex legal and regulatory environments that are constantly evolving.

Rubis Énergie’s activities are generally subject to strict and complex regulations in the fields of environmental protection and industrial safety. The receipt or renewal of operating licenses, port concessions or leases concerning the land on which facilities are located is subject to compliance with these regulations. The loss of an authorisation to operate a major site, such as the Martinique refinery, a key import site for the supply of a country or any other essential infrastructure, that contributes significantly to Group earnings could result in adverse consequences on the Group’s earnings or outlook.

The other major legal risks relate to litigation between the Group and its customers, suppliers and service providers, or local residents in the event of major pollution. Litigation may also occur following acquisitions of companies or in the context of joint ventures. In tax matters, the Group’s subsidiaries may be subject to tax and customs controls or to procedures conducted by the national authorities in which there is no guarantee that the tax authorities will agree with the positions taken by the Group, even if the Group considers them to be correct and reasonable in the context of its activities. Such disputes could relate to significant amounts that could affect the Group’s earnings, particularly as concerns transfer pricing policy.

On the date hereof, there are no governmental, legal or arbitration proceedings (including any proceedings of which Rubis is aware), either pending or threatened, that are liable to have or have had in the last 12 months a significant impact on the Group’s financial position or profitability.

Examples of risk management measures

•   These risks are primarily managed and monitored by Rubis Énergie’s Finance and Legal Departments, in collaboration with the subsidiaries and with the assistance of external specialised consultants and firms. Rubis SCA’s Corporate Secretary works closely with the subsidiaries’ Legal Departments regarding any significant issues or disputes that are liable to have a material impact on the Group.

•   In tax matters, Group companies ensure that tax returns and payments are submitted in accordance with local regulations. Moreover, the Group does not have any subsidiaries that are not underpinned by economic activities (essentially, local commercial operations).

•   The Group assesses the risks associated with pending litigation and sets aside provisions in accordance with applicable accounting policies to cover risks that it is able to assess reliably (see note 4.11 to the consolidated financial statements)

ETHICS AND NON-COMPLIANCE RISKS(1)

Probability:     Impact:

Description of risks

Given the geographic location of a large part of its activities, the Group pays particular attention to the risk of breaches of ethics and compliance rules. Rubis ensures that all its employees act in accordance with the values of integrity and compliance with applicable internal and external standards, and that the same standards are complied with in the entities in which it holds a significant interest (primarily the Rubis Terminal JV). In a context of increased judicialisation, with supervisory authorities having extensive powers, non-compliance with laws and regulations (such as anti-corruption laws, international economic sanctions, the GDPR, competition) or claims against the Company and/or its Senior Managers could expose the Group to consequences that are harmful to its financial equilibrium (administrative, civil, criminal penalties), reputation, attractiveness, values, sources of financing and, ultimately, its growth and results.

Examples of risk management measures

The Group closely monitors ethics and non-compliance risks by establishing measures designed to prevent such risks from materialising, in particular:

•   a specific system for preventing the risk of corruption and non-compliance with international economic sanctions, which includes in particular a documentary framework that formalises the ethics guidelines in accordance with which all Group employees must carry out their professional activities; training dedicated to these issues; an internal “Rubis Integrity Line” whistleblowing system allowing each employee to report breaches of ethics rules (described in chapter 4, section 4.5.1.1). The governance rules in place within the Rubis Terminal JV provide for the application of ethics standards that are at least equivalent to those applied within the Rubis Group;

•   Group-level governance including: the CSR & Compliance Department tasked with overseeing and coordinating the development and implementation of the Group’s compliance policy and managing risks and issues relating to CSR, the appointment of a Compliance Manager for each division and a network of 36 Compliance Advisors (including four within the Rubis Terminal JV) present in most of the countries where the Group operates.

(1) This risk is described in the NFIS, chapter 4, section 4.5.1.1.

3.1.2.4     Financial risks

FOREIGN EXCHANGE RISK

Probability:     Impact:

Description of risks

Due to its international footprint and its business sector, Rubis is naturally exposed to fluctuations in foreign currencies (excluding the euro, its functional and reporting currency), and mainly fluctuations in the US dollar, as most of the Group’s revenues are generated in that currency. Rubis Énergie buys petroleum products on international markets in US dollars, whereas the sales and expenses of the Group’s international subsidiaries outside the euro zone are generally expressed in their local currency, which fluctuates widely for certain countries (e.g., Nigerian naira and Haitian gourde). Consequently, currency fluctuations are liable to impact the Group’s earnings, both upwards and downwards.

Moreover, in some countries (Nigeria, Kenya, Haiti, Suriname and, to a lesser extent, Jamaica, Madagascar and Rwanda), the lack of foreign currencies (shortage of dollars) can cause temporary difficulties in petroleum product supplies, which are purchased on international markets in dollars, thereby impacting the activity of the subsidiaries located there.

Examples of risk management measures

•   Except for specific cases, end customers are invoiced in the functional currency of the distributing entity.

•   Where possible, foreign exchange hedges on product purchases are put in place if the US dollar exchange rate used to establish the product’s sales price in local currency is fixed in advance, in order to preserve the margin.

•   The depreciation of local currencies is reflected in selling prices, as far as possible, when currency hedging is not possible.

•   Letters of credit are negotiated with the banks of the relevant countries in order to guarantee that US dollars can be obtained at the official rate.

RISK OF FLUCTUATIONS IN PRODUCT PRICES

Probability:     Impact:

Description of risks

With a few exceptions, Rubis Énergie’s activities are not very sensitive to product prices and changes in such prices. In certain areas where Rubis Énergie operates, fuel prices are administered, which makes it possible to preserve margins in these countries (35% of volumes are generated in countries where prices are administered). However, in some countries, administered price structures are not always applied or do not sufficiently account for variations in product prices on international markets, especially in pre-electoral periods or at times of sharply rising energy prices, generating a shortfall for the relevant entities (Madagascar, Haiti). Subsidies to compensate distributors like Rubis Énergie can also be paid late and in local currency, creating exposure to exchange rate risks. In addition, in some countries, governments may requisition volumes of fuels at prices below market prices, which may result in a financial loss for Rubis Énergie. Finally, faced with rising energy prices, some competitors may decide to offer spontaneous discounts, which may reduce the attractiveness of Rubis Énergie’s service stations, which would not have the ability to match prices.

The LPG distribution business, which is less regulated, is more exposed to the risk of product price variations. As it can take longer to pass on changes to customers in certain markets, temporary mismatches can occur, both upwards and downwards.

Examples of risk management measures

•   Rubis Énergie’s diversification, both geographically and by product category, makes it possible to reduce the consequences of the materialisation of this risk on results.

•   Increases in product costs are generally passed on to the customer, either contractually or unilaterally, market conditions permitting. Otherwise, temporary shifts may occur.

•   Product purchases may be hedged when the product selling price is fixed and determined in advance.

•   Rubis Énergie has a Supply Department that allows physical flows of product supplies to be secured and optimised upstream.

RISKS RELATED TO ACQUISITIONS

Probability:     Impact:

Description of risks

Acquisitions are an integral part of Rubis’ growth strategy. The risks of transactions of this nature are mainly related to difficulties or delays in the Group’s integration of acquisitions and, in particular, the implementation of the Group’s management standards. Risks relating to the evaluation of assets and liabilities may also emerge after the completion of an acquisition, as the quality of the information provided is sometimes limited by the local regulatory framework. Lastly, external environmental factors could affect the achievement of expected profits, including the macroeconomic environment, country risks as described in section 3.1.2.2, changes in the specific markets in which the transaction takes place, the response from or changes in the competition, or the loss of a competitive logistics advantage. There is a risk of impairment related to these risks.

Following major acquisitions in recent years, the Group has recorded significant goodwill (€1,719 thousand as of 31 December 2022).

Moreover, the Group’s strategy to diversify in favour of less carbon intensive energy resulted in two operations in the past two years:
the acquisition, completed on 14 April 2022, of 80% of Photosol France (now Rubis Photosol), one of the leading independent developers of photovoltaic electricity in France;
the acquisition of an equity interest of 18.5% in HDF Energy at the time of that company’s IPO in June 2021. This investment is classified in the Group’s consolidated statement of financial position under “Financial assets at fair value” with a counter entry in other comprehensive income. As such, the Group is exposed to a loss in value.

Examples of risk management measures

•   Rubis SCA’s Management Board, in conjunction with the General Managements of Rubis Énergie and Rubis Photosol, undertakes an in-depth examination of the companies or assets they intend to acquire as part of due diligence process, in order to better understand the contingencies, anticipate risks and integrate those risks into the valuation of the project.

•   A structured acquisition integration procedure is implemented, including in particular the appointment of a General Manager familiar with the Group’s rules and processes and the relevant business line.

•   In accordance with IFRS, Rubis tests goodwill for impairment at least once a year, and whenever Management identifies an indication of loss of value (see note 4.2 to the consolidated financial statements). Impairment is recognised if the recoverable value falls below the net carrying amount, with recoverable value being the greater of the value in use and fair value, less costs to sell. An impairment of €40 million was recognised as of 31 December 2022, reflecting the operational difficulties encountered by the Group in Haiti, given the political, economic and security environment in the country, which has affected all business sectors. The timetable for a return to normal conditions cannot be established with certainty.

•   Rubis SCA’s Management Board, together with the General Managements of Rubis Énergie and Rubis Photosol, conduct a detailed analysis of the investment programmes of the various Group subsidiaries to ensure that the expected value creation is realistic.

•   Regarding the Photosol acquisition: keeping management teams who have in-depth knowledge of their business in order to ensure business continuity and development.

RISKS RELATED TO MANAGEMENT OF THE EQUITY INTEREST IN THE RUBIS TERMINAL JV

Probability:     Impact:

Description of risks

The Rubis Terminal JV, created as part of the partnership concluded in 2020 between Rubis SCA and an infrastructure fund, is 55%- and 45%-owned (respectively) and jointly controlled by the two partners. Due to Rubis SCA’s loss of exclusive control, this activity has been accounted for in Rubis SCA’s consolidated financial statements using the equity method starting 30 April 2020 (see notes 3.2.2 and 9 to the consolidated financial statements).

This partnership aims to support the development of the Bulk Liquid Storage activity (operated by Rubis Terminal Infra and its subsidiaries, formerly Rubis Terminal) by strengthening its existing positions on its markets (ARA zone, France and Spain), diversifying its offering, and enabling it to consider new development opportunities. The partnership makes it possible to share economic and financial risks by limiting the amount of capital committed.

As a partner in this joint venture, Rubis SCA could be exposed to a risk that its equity interest loses value if there are difficulties in implementing the strategy defined with its new partner, which could affect the achievement of the expected profits.

In addition to the usual factors relating to the external environment (such as changes in competition and country and geopolitical risks) and legal and regulatory risks (such as the loss of an operating license, major litigation, significant changes in environmental regulations) that are liable to influence the Rubis Terminal Infra’s development, a deadlock should the partners disagree on decisions to be adopted or the partner’s failure to respect its commitments and obligations could lead to unfavourable consequences on expected results. This partnership’s success therefore depends in particular on the effectiveness of the governance framework put in place.

Furthermore, Rubis could be exposed to image risk if a major operational risk materialises (particularly an industrial risk) as a result of the joint venture’s name being associated with the Group. Finally, as Rubis SCA holds 55% of the joint venture’s capital, it may be held liable if Rubis Terminal Infra fails to comply with regulations applicable to entities considered as subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code.

Examples of risk management measures

Rubis SCA has chosen as its partner a major infrastructure fund that has a long-term investment policy. This fund, which has a global footprint, invests in line with the best international ESG standards.

The Group ensures that its interests as a partner are protected, notably through the signature of a shareholders’ agreement, its representation on the joint venture’s governance bodies (Board of Directors) and regular reporting from Rubis Terminal Infra’s Management (see section 3.2.4).

Contractual arrangements enabling conflicts and deadlocks within the partnership to be resolved are included in the shareholders’ agreement.

Rubis ensures that the same level of standards as those implemented in its controlled entities are complied with by Rubis Terminal Infra’s Management teams by monitoring indicators and reports submitted by Management.