6.5Stock options, performance shares and preferred shares

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.

6.5.1Award policy

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.

6.5.2Stock options

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.

Plans in progress
Plan set up in 2021

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.

Plans set up prior to 2021

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.

Presence condition and performance conditions for all plans in progress

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.
Total number of outstanding stock options as of 31 December 2021

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

6.5.3Performance shares

  • 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.
Plan in progress set up under the authorisation granted by the 10 June 2021 Shareholders’ Meeting (plan of 13 December 2021)

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.

Presence condition and performance conditions under the 13 December 2021 plan

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.
Plans in progress set up under the authorisation granted by the 11 June 2019 Shareholders’ Meeting (plans of 1 April 2021, 6 November 2020 and 17 December 2019)

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).

Plan set up in 2021

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.

Plans set up prior to 2021

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.

Presence condition and performance conditions under the 1 April 2021, 6 November 2020 and 17 December 2019 plans

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.
Total number of outstanding performance shares as of 31 December 2021

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

6.5.4Preferred shares

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.

Plans in progress
Absence of Plan set up in 2021

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

Plans set up prior to 2021
17 December 2019 plan

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

7 January 2019 plan

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

19 October 2018 plan

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.

5 March 2018 plan

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.

2 March 2018 plan

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.

19 July 2017 plan

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.

13 March 2017 plan

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.

11 July 2016 plan

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.

Presence condition and performance condition for all plans in progress

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.

Vesting and holding periods

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.

Total number of outstanding preferred shares as of 31 December 2021

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

6.5.5Number of ordinary shares that may be issued as a result of all current plans as of 31 December 2021

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.

6.5.6Monitoring of stock options, performance shares and preferred shares plans

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.

Stock options plans outstanding as of 31 December 2021

Stock option plans

2019 plan

2020 plan

2021 plan

Date of Shareholders’ Meeting

11/06/2019

11/06/2019

11/06/2019

Date of grant by the Management Board

17/12/2019

11/06/2020

01/04/2021

Total number of shares available for subscription(1)

150,276

87,502

5,616

Total number of beneficiaries

41

36

6

  • of which corporate officers

0

0

0

Start date for exercising options (at the earliest)

Date the 2022 annual financial statements are published

Date the 2023 annual financial statements are published

1 April 2024

Expiration date for exercising options (at the earliest)

Date the 2032 annual financial statements are published

Date the 2033 annual financial statements are published

1 April 2034

Subscription price (in euros)

52.04

29.71

40.47

Performance conditions (assessed over three years):

 

 

 

  • total shareholder return (TSR) of the Rubis share

Relates to 50% of the award(2)

Relates to 50% of the award(5)

Relates to 50% of the award(8)

  • Net income, Group share

Relates to 25% of the award(3)

Relates to 25% of the award(6)

Relates to 25% of the award(6)

  • earnings per share (EPS)

Relates to 25% of the award(4)

Relates to 25% of the award(7)

Relates to 25% of the award(7)

Total number of options exercised

0

0

0

Number of canceled/void options

0

0

0

Number of options outstanding as of 31/12/2021

150,276

87,502

5,616

(1) One option gives the right to subscribe for one share.

(2) Cumulative TSR of Rubis’ share from 17 December 2019 to 17 December 2022 that is higher than the cumulative TSR of the SBF 120 over the same period.

(3) Average annual growth in net income, Group share of 6% between financial years 2020 and 2022 (i.e., a minimum of 18% over financial years 2020 to 2022, with straight-line degression between 18% and 9%).

(4) Cumulative EPS growth of Rubis’ share over financial years 2020 to 2022 that is higher than the FactSet consensus over the same period.

(5) Cumulative TSR of Rubis’ share from 6 November 2020 to 6 November 2023 that is higher than the cumulative TSR of the SBF 120 over the same period.

(6) Average annual growth in net income, Group share of 6% between financial years 2021 and 2023 (i.e. a minimum of 18% over financial years 2021 to 2023, with straight-line degression between 18% and 9%).

(7) Cumulative EPS growth of Rubis’ share over financial years 2021 to 2023 that is higher than the FactSet consensus over the same period.

(8) Cumulative TSR of Rubis’ shares from 1 April 2021 to 1 April 2024 that is higher than the cumulative TSR of the SBF 120 over the same period.

Options granted to and exercised by the Group’s top 10 non-corporate officer employees during the 2021 financial year

 

Number of options granted/exercised

Weighted 
average price
 (in euros)

Plan date

Options granted by the issuer during the financial year to the top 10 Group employees that received the largest awards

5,616

40.47

04/01/2021

Options exercised during the year by the 10 Group employees exercising the highest number of options

0

-

-

 

History of expired stock options plans

Plan date

Number of options 
allocated(1)

Of which options 
canceled

Number of options 
exercised

Expiration date for 
exercising options

17 January 2001

222,939(2)

0

222,939

16 July 2011

13 December 2002

12,349(2)

0

12,349

12 December 2012

19 January 2004

38,143

0

38,143

18 January 2014

29 July 2004

4,978

0

4,978

28 July 2014

12 July 2005

6,493

0

6,493

11 July 2015

27 July 2006

344,980

21,383

323,597

26 July 2012

17 November 2006

5,116

0

5,116

16 November 2012

29 August 2007

8,314

0

8,314

28 August 2013

12 February 2008

24,732

0

24,732

11 February 2013

4 June 2008

10,392

0

10,392

3 June 2014

22 July 2009

752,485

14,548

737,937

21 July 2014

28 April 2011

79,376

21,082

58,294

27 April 2016

9 July 2012

548,525

0

548,525

8 July 2017

(1) Following readjustments due to various capital increases.

(2) Before 8 July 2011 two-for-one share split, reducing the par value of each Rubis share.

Performance shares plans outstanding as of 31 December 2021

Performance share plan

2019 Plan

2020 Plan

2021 plan

2021 plan

Date of Shareholders’ Meeting

06/11/2019

06/11/2019

06/11/2019

06/10/2021

Date of grant by the Management Board

17/12/2019

11/06/2020

04/01/2021

13/12/2021

Number of shares allocated

385,759

798,697

43,516

160,072

Total number of beneficiaries

49

55

7

13

  • of which corporate officers(1)

0

1

0

0

  • of which French residents

21

24

4

2

  • of which non-French residents

28

31

3

11

Vesting date of shares (at the earliest):

 

 

 

 

  • French residents

Date the 2022 annual financial statements are published

Date the 2023 annual financial statements are published

1 April 2024

  • TSR-based shares: 13/12/2024
  • Shares subject to the other performance conditions: date the 2024 financial statements are closed
  • Non-French residents

Performance conditions (assessed over three years):

 

 

 

 

  • total shareholder return (TSR) of the Rubis share

Relates to 50% 
of the award(2)

Relates to 50% 
of the award(5)

Relates to 50% 
of the award(8)

Relates to 40% of the award(9)

  • Net income, Group share

Relates to 25% 
of the award(3)

Relates to 25% 
of the award(6)

Relates to 25% 
of the award(6)

Relates to 25% of the award (10)

  • earnings per Rubis share (EPS)

Relates to 25% 
of the award(4)

Relates to 25% 
of the award(7)

Relates to 25% 
of the award (7)

Relates to 25% of the award (11)

  • Score from CDP (Carbon Disclosure Project) – Climate Change questionnaire

NA

NA

NA

Relates to 5% of the award(12)

  • Gender diversity on management bodies

NA

NA

NA

Relates to 5% of the award(13)

Number of shares vested

0

0

0

0

Number of canceled/void stock options

0

0

0

0

Number of shares subject to deferred vesting

NA

NA

NA

NA

Number of performance shares outstanding as of 31/12/2021

385,759

787,697

43,516

160,072

(1) Exclusively Group subsidiaries.

(2) Cumulative TSR of Rubis’ share from 17 December 2019 to 17 December 2022 that is higher than the cumulative TSR of the SBF 120 over the same period.

(3) Average annual growth in net income, Group share of 6% between financial years 2020 and 2022 (i.e., a minimum of 18% over financial years 2020 to 2022, with straight-line degression between 18% and 9%).

(4) Cumulative EPS growth of Rubis’ share over financial years 2020 and 2022 that is higher than the FactSet consensus over the same period.

(5) Cumulative TSR of Rubis’ share from 6 November 2020 to 6 November 2023 that is higher than the cumulative TSR of the SBF 120 over the same period.

(6) Average annual growth in net income, Group share of 6% over financial years 2021 and 2023 (i.e., a minimum of 18% over financial years 2021 to 2023, with straight-line degression between 18% and 9%).

(7) Cumulative EPS growth of Rubis’ share over financial years 2021 to 2023 that is higher than the FactSet consensus over the same period.

(8) Cumulative TSR of Rubis’ share from 1 April 2021 to 1 April 2024 that is higher than the cumulative TSR of the SBF 120 over the same period.

(9) Change in the TSR of Rubis’ share between 13 December 2021 and 13 December 2024 that is higher than the change in TSR of the SBF 120 over the same period.

(10) Product of the compound annual growth rate of the net result, Group share set out in the consolidated financial statements for financial years 2022, 2023 and 2024 and 3 (i.e., by the number of financial years that making up the performance period) ≥ 18%, with straight-line degression between 18% and 9%.

(11) Growth rate of EPS set out in the consolidated financial statements between financial years 2021 and 204 (inclusive) that is higher than the FactSet consensus over the same period.

(12) Score awarded by CDP in 2024 must not be lower than the score awarded by CDP on 7 December 2021 (i.e., a B score).

(13) Average percentage of women on the Management Committees of Rubis Énergie and its subsidiaries at 31 December 2024 ≥ 30%.

Performance shares granted to and performance shares vested by the Group’s top 10 non-corporate officer employees during the 2021 financial year

 

Number of performance shares granted/vested

Plan date

Performance shares granted by the issuer during the financial year to the 10 Group employees with the highest number of shares thus granted

150,545

01/04/2021

13/12/2021

Performance shares vested during the financial year by the 10 Group employees with the highest number of shares thus vested

0

-

History of expired performance shares plans

Plan date

Number of 
performance shares 
granted

Of which canceled shares

Number of 
performance shares 
vested

Vesting date

End of holding 
period

27 July 2006

44,304(1)

3,054

41,250

11 March 2010

11 March 2012

17 November 2006

717(1)

0

717

11 March 2010

11 March 2012

29 August 2007

600(1)

0

600

15 October 2010

15 October 2012

12 February 2008

1,768(1)

0

1,768

14 February 2011

14 February 2014

4 June 2008

728(1)

0

728

16 June 2011

16 June 2013

22 July 2009

106,405

2,080

104,325

20 August 2012

3 August 2014

28 April 2011

11,356

2,636

8,720

13 May 2014

13 May 2016

9 July 2012

195,751

0

195,751

10 July 2015

10 July 2017

18 July 2012

1,444

0

1,444

20 July 2015

20 July 2017

18 September 2012

3,609

0

3,609

Canceled shares

-

9 July 2013

11,395

0

11,395

11 July 2016

11 July 2018

3 January 2014

5,101

0

5,101

3 January 2017

3 January 2019

31 March 2014

751

0

751

3 April 2017

3 April 2017(2)

18 August 2014

114,616

1,500

113,116

18 August 2017

18 August 2019

17 April 2015

17,622

0

17,622

17 April 2018

17 April 2020

(1) Before 8 July 2011 two-for-one share split, reducing the par value of each Rubis share.

(2) Standard holding period of two years from vesting not applicable to the sole beneficiary due to his invalidity corresponding to classification in the second category provided for in Article L. 341-4 of the French Social Security Code.

Preferred shares plans outstanding as of 31 December 2021

Preferred share plans

2015 Plan

2016 Plan

2017 Plan

2017 Plan

2018 Plan

2018 Plan

2018 Plan

2019 Plan

2019 Plan

Date of Shareholders’ Meeting

05/06/2015

09/06/2016

09/06/2016

08/06/2017

08/06/2017

08/06/2017

08/06/2017

08/06/2017

08/06/2017

Date of grant by the Management Board

02/09/2015

11/07/2016

13/03/2017

19/07/2017

02/03/2018

05/03/2018

19/10/2018

07/01/2019

17/12/2019

Number of preferred shares allocated

2,884(5)

3,864(5)

1,932(5)

374(5)

345

1,157

140

62

662

Total number of beneficiaries

44

51

19

6

1

10

1

1

1

  • of which corporate officers(1)

2

2

2

0

1

1

1

0

0

  • of which French residents

34

38

15

5

1

10

1

0

1

  • of which non-French residents

10

13

4

1

0

0

0

1

1

Vesting date of preferred shares:

 

 

 

 

 

 

 

 

 

French residents

02/09/2017

11/07/2019

13/03/2020

20/07/2020

02/03/2021

05/03/2021

19/10/2021

07/01/2022

17/12/2022

Non-French residents

02/09/2019

11/07/2020

13/03/2022

20/07/2020

NA

NA

NA

07/01/2023

17/12/2023

Date of preferred shares may be converted into ordinary shares

02/09/2019

13/07/2020

13/03/2022

19/07/2022

02/03/2022

05/03/2022

19/10/2022

07/01/2023

17/12/2023

Date the ordinary share conversion period expires

02/03/2020

13/01/2022

13/09/2023

19/01/2024

01/09/2023

04/09/2023

18/04/2024

06/07/2024

16/06/2025

Number of preferred shares vested

2,884

3,814

1,706

374

-

-

-

-

-

Number of preferred shares canceled/void

0

50

0

0

-

-

-

-

-

Number of preferred shares subject to deferred vesting

-

-

226

0

0

0

0

0

0

Performance condition (assessed over four years):

 

 

 

 

 

 

 

 

 

  • Reference Price(2) (for the assessment of the AAORR(3)) (in euros)

32.38

33.78

43.10

50.28

57.97

57.89

47.28

46.78

52.12

  • AAORR(3) achieved

75.56%

46.56%

-

-

-

-

-

-

-

  • Conversion coefficient applied(4)

100

100

-

-

-

-

-

-

-

Number of preferred shares converted into ordinary shares

2,884

1,345

-

-

-

-

-

-

-

Number of preferred shares outstanding as of 31/12/2021

0

2,469

1,932

374

345

1,157

140

62

662

(1) Exclusively Group subsidiaries.

(2) Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date the allocation preferred shares were allocated.

(3) Average annual overall rate of return (“AAORR”) of Rubis’ share equal to a 10% minimum (i.e., a minimum AAORR of 40% over four years) for all plans other than the plans of 13 March 2017 and 19 July 2017, for which the AAORR was increased to at least 50% over five years.

(4) The conversion coefficient varies between 0 and 100 ordinary shares for one preferred share, depending on the actual AAORR. Straight-line degression will be applied between the actual AAORR and the target AAORR (10%) giving the right to a maximum coefficient of 100.

(5) After 28 July 2017 two-for-one share split, reducing the par value of each Rubis share.

Preferred shares granted to and preferred shares vested by the top 10 non-corporate officer employees of the Group during the 2021 financial year

 

Number of preferred shares granted/vested

Plan date

Preferred shares granted by the issuer during the financial year to the 10 Group employees with the highest number of shares thus granted

0

-

Preferred shares vested during the financial year by the 10 Group employees with the highest number of shares thus vested

1,306

05/03/2018