In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the special report of the Management Board on stock options, performance shares and preferred shares.

The Company has set up stock options plans, performance shares plans and preferred shares plans to motivate and retain high-potential executives and Senior Managers of subsidiaries whom it wishes to keep in its workforce over the long term to ensure its future growth. These plans also enable the Company to ensure that the interests of beneficiaries are aligned with those of shareholders over the long term.

The Managing Partners and the General Partners of the Company do not benefit from any such plan.

Pursuant to the recommendations of the Afep-Medef Code, all plans issued by the Company are fully subject to performance conditions and the beneficiaries’ continued presence in the Group’s workforce on the day options are exercised, the day performance shares or preferred shares vest as well as the day when the conversion period of preferred shares into ordinary shares starts. 

The main characteristics of the stock option, performance share and preferred share plans, and in particular the performance conditions to which they are fully subject, are set out in section 6.5.6 of this document.

The Combined Shareholders’ Meeting of 11 June 2019 (23rd resolution) authorised the Company to grant a maximum number of stock options equal to 0.25% of the number of shares making up the share capital on the date of this Shareholders’ Meeting, i.e., 243,394 stock options.

In accordance with the provisions of this resolution, the options may only be exercised at the end of a minimum period of three years, provided that the beneficiary is a member of the Group’s workforce at the time the options are exercised and subject to the satisfaction of the performance conditions set out hereafter. In addition, the subscription price for the shares may not be less than the average listed price of the Rubis’ share during the 20 trading days (or any other number of trading sessions that may subsequently be provided for by law) preceding the date of the meeting of the Management Board at which the subscription options are granted. No discount may be applied.

In view of the 150,276 stock options granted on 17 December 2019 and the 87,502 stock options granted on 6 November 2020, as of 1 January 2021, the Company had a balance of 5,616 stock options to be granted.

On 1 April 2021, a stock options plan covering 5,616 options was set up and benefited 6 employees. The subscription price for the new shares was set at €40.47, i.e., the average of price for Rubis shares during the 20 trading days preceding 1 April 2021. No discount was applied.

The exercise of the options is subject to the satisfaction of the performance conditions described below, which will be assessed upon the expiration of a vesting period of at least three years (i.e., on 1 April 2024 at the earliest).

The exercise period for the options will last 10 years. No holding period has been set for the shares resulting from the exercise of the options.

On 6 November 2020, a stock options plan covering 87,502 options was set up and benefited 36 employees. The subscription price for the new shares was set at €29.71, i.e., the average of price for Rubis shares during the 20 trading days preceding 6 November 2020. No discount was applied.

On 17 December 2019, a stock options plan covering 150,276 options was set up and benefited 41 employees. The subscription price for new shares was set at €52.04, i.e., the average price for Rubis shares during the 20 trading days preceding 17 December 2019. No discount was applied.

The exercise of the options granted under these two plans is subject to the satisfaction of the performance conditions described below, which will be assessed upon the expiration of a vesting period of at least three years (i.e., for the 6 November 2020 plan, on the date the 2023 financial statements are published at the earliest, and for the 17 December 2019 plan, on the date the 2022 financial statements are published at the earliest).

The exercise period for the options will last 10 years. No holding period has been set for the shares resulting from the exercise of the options.

The exercise of stock options is subject to the beneficiary being a member of the Group’s workforce at the time they are exercised and to the satisfaction of the following performance conditions (assessed over three years):

• •total shareholder return (“TSR”) of the Rubis share (condition relating to 50% of the total number of options granted).
• TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question.
• In order for all the options subject to this condition to be exercised, the cumulative TSR of the Rubis share calculated over three years must exceed the cumulative TSR of the SBF 120 over the same period, from date to date (i.e., from the date the plan is set up to the date the vesting period expires). Absent this, the condition will not be met and no options subject to this condition may be exercised;
• •net income, Group share (condition relating to 25% of the total number of options granted). 
  In order for all the options subject to this condition to be exercised, the average annual growth in net income, Group share must reach at least 6% over three financial years, i.e., a total of 18% over the period in question.
• Nevertheless, a linear exercise rate will be applied to the number of options initially granted in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the condition will not be met and no options subject to this condition may be exercised;
• •earnings per share (“EPS”) (condition relating to 25% of the total number of options granted).
• In order for all the options subject to this condition to be exercised, the cumulative EPS growth of the Rubis share calculated over three financial years must exceed the cumulative FactSet consensus over the same period. Absent this, the condition will not be met and no options subject to this condition may be exercised.

243,394 outstanding stock options resulting from the 17 December 2019, 6 November 2020 and 1 April 2021 plans.

• •The Combined Shareholders’ Meeting of 10 June 2021 (31st resolution) authorised the Company to grant a maximum number of performance shares equal to 0.30% of the number of shares making up the share capital on the date such shares are granted.
• In accordance with the provisions of this resolution, the performance shares may only vest at the end of a minimum period of three years, provided that the beneficiary is a member of the Group’s workforce on the vesting date and subject to the satisfaction of the performance conditions set out hereafter.
• •The Combined Shareholders’ Meeting of 11 June 2019 (22nd resolution) authorised the Company to grant a maximum number of performance shares equal to 1.25% of the number of shares making up the share capital on the date of such meeting, i.e., 1,216,972 performance shares.
• In accordance with the provisions of this resolution, the performance shares may only vest at the end of a minimum period of three years, provided that the beneficiary is a member of the Group’s workforce on the vesting date and subject to the satisfaction of the performance conditions set out hereafter.
• In view of the 385,759 performance shares granted on 17 December 2019 and the 787,697 performance shares granted on 6 November 2020, as of 1 January 2021, the Company had a balance of 43,516 performance shares to be granted under such resolution.

On 13 December 2021, a performance shares plan covering 160,072 shares was set up under the authorisation granted by the Shareholders' Meeting of 10 June 2021 and benefited 13 employees.

The vesting of performance shares is subject to the beneficiary being a member of the Group’s workforce on the vesting dates and to the satisfaction of the following performance conditions (assessed over three years):

• •financial conditions (90% of the total award)
  • •change in total shareholder return (“TSR”) of Rubis compared to the change in the TSR of the SBF 120 (condition relating to 40% of the total number of performance shares granted).
  • The change in TSR for Rubis share corresponds to the change in the share price, plus dividends distributed and detached rights over the period in question.
  • In order for all the performance shares subject to this condition to vest, the change in the TSR of Rubis’ share must exceed the change in the TSR of the SBF 120 over three years, from date to date (i.e., between the date the plan is set up (i.e., 13 December 2021) and the date the vesting period expires (i.e., 13 December 2024).
  • Absent this, the performance condition will not be met and no performance shares subject to this condition will vest.
  • The weighting attached to this condition was reduced from 50% (under the previous plans) to 40% in order to accommodate two new extra-financial conditions (presented below) into this plan,
  • •growth rate of net income, Group share set out in the consolidated financial statements (condition relating to 25% of the total number of performance shares granted).
  • In order for all the performance shares subject to this condition to vest, the product of the compound annual growth rate of net income, Group share calculated in respect of financial years 2022, 2023 and 2024 and 3 (i.e., the number of financial years making up the performance period) must exceed or be equal to 18%.
  • Nevertheless, a linear exercise rate will be applied to the number of shares initially granted if this product is between 9% and 18%. If this product is less than or equal to 9%, the condition will not be met and no performance shares subject to this condition will vest,
  • •growth rate of earnings per share (“EPS”) set out in the consolidated financial statements compared to the consensus (condition relating to 25% of the total number of performance shares granted).
  • In order for all the performance shares subject to this condition to vest, the growth rate of EPS between financial years 2021 and 2024 (inclusive) must exceed the FactSet consensus over the same period. To assess the growth rate of EPS over the period in question, the first consensus published by FactSet after the plan is set up and relating to the financial year 2024 will be used.
  • Absent this, the performance condition will not be met and no performance shares subject to this condition will vest;
• •extra-financial conditions (10% of the total award)
• As this plan was set up after the Company published its CSR Roadmap on 6 September 2021, the plan is subject to the following extra-financial conditions, which have been selected in view of the strategic challenges and targets set out in the CSR Roadmap:
  • •Carbon Disclosure Project (CDP) score on the Climate Change questionnaire (condition relating to 5% of the total number of performance shares granted).
  • In order for all of the performance shares subject to this condition to vest, the score awarded by CDP for the 2024 campaign (published in December 2024) must not be lower than the score Rubis received on 7 December 2021 (i.e., a B score).
  • Absent this, the performance condition will not be met and no performance shares subject to this condition will vest,
  • •improvement of gender diversity on the Management Committees of Rubis Énergie and its subsidiaries (condition relating to 5% of the total number of performance shares granted).
  • In order for all of the performance shares subject to this condition to vest, the average percentage of women on the Management Committees of Rubis Énergie and its subsidiaries at 31 December 2024 must exceed or be equal to 30%.
  • Absent this, the performance condition will not be met and no performance shares subject to this condition will vest.
  • This condition is particularly demanding as it is stricter than the target set out in the CSR Roadmap published in September 2021, which is to achieve the same proportion of women but by 2025.

Three performance shares plans were set up under the authorisation by the Shareholders' Meeting of 11 June 2019 (plans of 1 April 2021, 6 November 2020 and 17 December 2019).

On 1 April 2021, a performance share plan covering 43,516 shares was set up under the authorisation granted by the Shareholders’ Meeting of 11 June 2019 and benefited 7 employees.

The vesting of performance shares is subject to the satisfaction of the performance conditions described below, which will be assessed upon the expiration of a vesting period of at least three years (i.e., on 1 April 2024 at the earliest).

No holding period has been set.

On 6 November 2020, a performance grant plan covering 787,697 shares was set up and benefited 55 employees.

On 17 December 2019, a performance share plan covering 385,759 shares was set up and benefited 49 employees.

The vesting of performance shares granted under these two plans is subject to the satisfaction of the performance conditions described below, which will be assessed, which will be assessed upon the expiration of a vesting period of at least three years (i.e., from the date the plan is set up to the end date of the vesting period) (i.e., for the 6 November 2020 plan, on the date the 2023 financial statements are published at the earliest, and for the 17 December 2019 plan, on the date the 2022 financial statements are published at the earliest).

No holding period has been set.

The vesting of performance shares is subject to the beneficiary being a member of the Group’s workforce on the vesting dates and to the satisfaction of the following (financial only) performance conditions (assessed over three years):

• •total shareholder return (TSR) of the Rubis share (condition relating to 50% of the total number of performance shares granted).
• TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question.
• In order for all the performance shares subject to this condition to vest, the cumulative TSR of the Rubis share calculated over three years must exceed the cumulative TSR of the SBF 120 over the same period, from date to date (i.e., from the date the plan is set up to the date the vesting period expires). Absent this, the performance condition will not be met and no performance shares subject to this condition will vest;
• •net income, Group share (condition relating to 25% of the total number of performance shares granted).
• In order for all the performance shares subject to this condition to vest, the average annual growth in net income, Group share must reach at least 6% over three financial years, i.e., a total of 18% over the period in question.
• Nevertheless, a linear exercise rate will be applied to the number of shares initially granted in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the condition will not be met and no performance shares subject to this condition will vest;
• •earnings per share (“EPS”) (condition relating to 25% of the total number of performance shares granted).
• In order for all the performance shares subject to this condition to vest, the cumulative EPS growth of the Rubis share calculated over three financial years must exceed the cumulative FactSet consensus over the same period. Absent this, this condition will not be met and no performance shares subject to this condition will vest.

1,377,044 outstanding performance shares resulting from the 17 December 2019, 6 November 2020, 1 April 2021 and 13 December 2021 plans.

Since 2015, the Company has implemented nine preferred share plans: one plan in 2015, one in 2016, two in 2017, three in 2018 and two in 2019.

Preferred shares have the same par value as ordinary shares but do not carry voting rights or preferential subscription rights. However, commencing on their issue date (at the end of the vesting period), each preference share benefits from a dividend equal to 50% of that paid in respect of an ordinary share, it being specified that, taking into account the conversion coefficient applied (0 to 100), 100 times fewer preferred shares are issued than ordinary shares. The dividend is paid in cash without it being possible to opt for payment in shares.

No preferred shares plan was set up in 2021. The Company no longer has an authorisation to issue preferred shares.

At 31 December 2021, the 17 December 2019 plan covering 662 preferred shares was in the process of vesting.

At 31 December 2021, the 7 January 2019 plan covering 62 preferred shares was in the process of vesting.

The three-year vesting period applicable to the 19 October 2018 plan covering 140 preferred shares expired on 19 October 2021.

After acknowledging that the beneficiary was a member of the Group’s workforce, at its meeting of 19 October 2021, the Management Board decided to create 140 preferred shares.

The three-year vesting period applicable to the 5 March 2018 plan covering 1,157 preferred shares expired on 5 March 2021.

After acknowledging that the beneficiary was a member of the Group’s workforce, at its meeting of 5 March 2021, the Management Board decided to create 1,157 preferred shares.

At the end of the one-year holding period, the Management Board meeting held on 7 March 2022 found that, as the performance condition presented hereafter had not been satisfied, the conversion coefficient was equal to 0. Therefore, no preferred share could be converted into ordinary shares.

The three-year vesting period applicable to the 2 March 2018 plan covering 345 preferred shares expired on 2 March 2021.

After acknowledging that the beneficiary was a member of the Group’s workforce, at its meeting of 2 March 2021, the Management Board decided to create 345 preferred shares.

At the end of the one-year holding period, the Management Board meeting held on 2 March 2022 found that, as the performance condition presented hereafter had not been satisfied, the conversion coefficient was equal to 0. Therefore, no preferred shares could be converted into ordinary shares.

The 19 July 2017 plan relating to 374 preferred shares had an initial one-year holding period expiring on 19 July 2021.

In order to take the exceptional effects of the health crisis tied to the Covid-19 pandemic into account and in order to further mobilise beneficiaries, at its 16 July 2021 meeting, the Management Board decided to extend the holding period for the shares under the 19 July 2017 plan by 12 months, i.e., until 18 July 2022 (evening).

The period during which the average annual overall rate of return (“AAORR”) of Rubis’ share (i.e., the performance condition presented hereafter) is calculated was consequently extended to five full years (instead of the four full years that initially applied). The conversion ratio is 100 ordinary shares per 1 preferred share, in respect of AAORR more than or equal to 10%, i.e., at least 50% over five years (compared to, initially, at least 40% over 4 years). Therefore, the extension of the performance period was combined with a more demanding target to reach.

The 13 March 2017 plan had an initial one-year holding period expiring on 13 March 2021.

Out of the 1,932 shares granted under the plan, only 1,706 had been issued on 13 March 2020, as 226 preferred shares had been subject to a deferred vesting (of one year) for which certain beneficiaries whose income is taxable outside of France had opted.

In order to take the exceptional effects of the health crisis tied to the Covid-19 pandemic into account and in order to further mobilise beneficiaries, at its 12 March 2021 meeting, the Management Board decided to extend the holding period for the preferred shares under the 13 March 2017 plan by 12 months, i.e., until 12 March 2022 (evening).

The period during which the AAORR of Rubis’ share (i.e., the performance condition presented hereafter) is calculated was consequently extended to five full years (instead of the four full years that initially applied). The conversion ratio is 100 ordinary shares per 1 preferred share in respect of AAORR more than or equal to 10%, i.e., at least 50% over five years (compared to, intially, at least 40% over 4 years). Therefore, the extension of the performance period was combined with a more demanding target to reach. The deferred vesting for which certain beneficiaries whose income is taxable outside of France had opted therefore was extended from one year to two years.

The Management Board meeting held on 14 March 2022 found that, as the performance condition presented hereafter had not been satisfied, the conversion coefficient was equal to 0. Therefore, no preferred shares could be converted into ordinary shares.

The conversion period for the 11 July 2016 plan relating to 3,814 preferred shares convertible into 381,400 ordinary shares (the performance condition of which presented hereafter had been approved by the Management Board at its meeting held on 13 July 2020) expired on 11 January 2022.

At 31 December 2021, 1,345 performance shares had been converted into 134,500 ordinary shares by beneficiaries.

At the end of the 18-month conversion period, i.e., 11 January 2022, the Management Board officially acknowledged the additional conversion of 971 preferred shares (giving rise to the issuance of 97,100 ordinary shares) since 1 January 2022 and proceeded with the automatic conversion of the 1,498 preferred shares (giving rise to the issue of 149,800 ordinary shares) that had not been converted by beneficiaries.

Both vesting of preferred shares and their conversion into ordinary shares are subject to the beneficiary being a member of the Group’s workforce (the presence condition attached to this conversion being mandatory on the day when the conversion period starts) .

The conversion of the preferred shares takes place depending on the level of achievement of the Average Annual Overall Rate of Return (“AAORR”) of Rubis’ share. The AAORR, which incorporates the stock market performance of the share and dividends and detached rights for the period, must be equal to or greater than 10% over four full years (i.e., a minimum of 40% over four years) for all plans other than the plans of 13 March 2017 and 19 July 2017 for which the AAORR is assessed over five full years (i.e., a minimum of 50% over five years). The conversion ratio is one preferred share for 100 ordinary shares if AAORR is more than or equal to 10%. The conversion coefficient used for converting preferred shares into ordinary shares varies linearly between 0 and 100 depending on the actual AAORR on the conversion date.

This performance condition is assessed at the time the preferred shares are converted into ordinary shares. If the AAORR level of achievement is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that are not converted may be bought back by the Company at par value with a view to their cancellation.

With the exception of the 2 September 2015 plan – for which the Shareholders’ Meeting had set a two-year vesting period followed by a two-year holding period – the above plans have a three-year vesting period followed by a minimum one-year holding period.

724 outstanding preferred shares resulting from the 7 January 2019 and 17 December 2019 plans.

As of 31 December 2021, the potential volume of ordinary shares that may be issued as a result of all stock options, performance shares and preferred shares plans in the process of vesting amounted to 2,334,538 shares, i.e., 2.28% of the share capital, broken down as follows:

• •243,394 shares in respect of stock options plans for which the vesting period was ongoing;
• •1,377,044 shares in respect of performance shares plans for which the vesting period was ongoing;
• •714,100 shares in respect of preferred shares plans that had not yet been converted into ordinary shares.

The tables below present the characteristics of the stock options, performance shares and preferred shares plans outstanding as of 31 December 2021, as well as the history of completed plans.