6.5 Stock 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.
6.5.1 Award policy
The Company has set up stock option plans, performance share plans and preferred share 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.
In accordance with the recommendations of the Afep-Medef Code, all plans issued by the Company are fully subject to performance conditions and a condition of the beneficiaries being in the Group’s workforce. The latter is assessed on the date of the exercise of the options, on the date of the vesting of the performance or preferred shares, as well as on the date on which the conversion period of the preferred shares into ordinary shares begins.
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.
6.5.2 Stock options
No stock option plan was set up in 2022. The Company no longer holds an authorisation to award stock options.
On 1st April 2021, a stock option plan covering 5,616 options was set up. It benefited six employees. The subscription price for the new shares was set at €40.47, i.e., the average listing price for Rubis shares during the 20 trading days preceding 1st April 2021. No discount was applied.
On 6 November 2020, a stock option plan covering 87,502 options was set up. It benefited 36 employees. The subscription price for the new shares was set at €29.71, i.e., the average listing price for Rubis shares during the 20 trading days preceding 6 November 2020. No discount was applied.
On 17 December 2019, a stock option plan covering 150,276 options was set up. It benefited 41 employees. The subscription price for new shares was set at €52.04, i.e., the average listing price for Rubis shares during the 20 trading days preceding 17 December 2019. No discount was applied.
The exercise of the options awarded under these three 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., at the earliest, 1st April 2024 for the 1st April 2021 plan, on the date the 2023 financial statements are published for the 6 November 2020 plan, and on the date the 2022 financial statements are published for the 17 December 2019 plan).
The exercise period for the options will last 10 years. No retention period has been set for the shares resulting from the exercise of the options.
The Management Board, at its meeting of 16 March 2023, noted that, as the performance conditions attached to the plan of 17 December 2019 set out below had not been met, none of the 150,276 options could be exercised.
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 awarded).
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). Failing 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 awarded).
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 straight-line exercise rate will be applied to the number of options initially awarded 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 awarded).
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. Failing this, the condition will not be met and no options subject to this condition may be exercised.
243,394 stock options resulting from the 17 December 2019, 6 November 2020 and 1st April 2021 plans.
As of 16 March 2023, there were 98,118 stock options remaining to be exercised under the 2020 and 2021 plans.
6.5.3 Performance shares
On 20 July 2022, a performance share plan covering 514,770 shares was set up under the authorisation granted by the Shareholders’ Meeting of 9 June 2022. It benefited 15 employees.
Following the implementation of this plan, the Company no longer has any authorisation to grant performance shares.
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):
•
change in Total Shareholder Return (“TSR”) of the Rubis share compared to the change in the TSR of the SBF 120 (condition relating to 25% of the total number of
performance shares awarded).
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 the 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 (20 July 2022) and the date the vesting period expires (i.e., 20 July 2025). Failing this, the performance condition
will not be met and no performance shares subject to this condition will vest,
•
growth rate of the Group’s consolidated EBITDA (condition relating to 50% of the total number of performance shares awarded).
To acquire all the performance shares subject to this condition, the growth rate of the Group’s consolidated EBITDA calculated between the financial years ended 31 December 2022 and
31 December 2025 must be greater than or equal to 15% over the whole of this period.
Nevertheless, a straight-line vesting rate will be applied to the number of shares initially awarded if the growth rate of the Group’s consolidated EBITDA is between 5% and 15%.
If this growth rate is less than or equal to 5%, the performance condition will not be met and no performance shares subject to this condition will vest.
The Management Board wanted to mobilise the Senior Managers of the subsidiaries and high-potential executives to focus on operational performance (before implementation of the
financial strategy) and, consequently, on growth in profit. This is why it retained this performance condition and attached significant weight to it;
•
non-financial conditions (25% of the total award).
As this plan was set up after the Company published its CSR Roadmap target monitoring in June 2022, the plan is subject to the following non-financial conditions, which have been selected
in view of the strategic challenges and targets set out in this monitoring:
•
reinforcement of gender balance within the Group’s management bodies (excluding the Rubis Terminal JV) (condition relating to 15% of the total number
of performance shares awarded).
To acquire all the performance shares subject to this condition, the average rate of women on the Management Committees of Rubis and all business units in the Group (including
the Photosol entities but excluding the Rubis Terminal JV), on a like-for-like basis, must be greater than or equal to 30% as of 31 December 2025.
Failing this, the performance condition will not be met and no performance shares subject to this condition will vest.
This condition is particularly demanding since it is stricter than the target of the same nature included in the CSR Roadmap. This condition covers an expanded scope that includes
the Photosol entities,
•
contribution to local development through the implementation of community investment in 100% of Group business units (excluding the Rubis Terminal JV) (condition relating
to 10% of the total number of performance shares awarded).
To acquire all the performance shares subject to this condition, 100% of the Group’s business units (including the Photosol entities but excluding the Rubis Terminal JV),
on a like-for-like basis, must have implemented, by 31 December 2025 at the latest, a societal action meeting a local need in connection with
one of the following three areas: education, health or the energy transition.
Failing this, the performance condition will not be met and no performance shares subject to this condition will vest.
Plan set up under the authorisation granted by the 10 June 2021 Shareholders’ Meeting (plan of 13 December 2021)
On 13 December 2021, a performance share plan covering 160,072 shares was set up under the authorisation granted by the Combined Shareholders’ Meeting of 10 June 2021. It benefited 13 employees.
The vesting of performance shares is subject to the beneficiary being a member of the Group’s workforce on the vesting date and to the satisfaction of the following performance conditions (assessed over three years):
•
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 awarded).
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 (13 December 2021) and the date the vesting period expires (13 December 2024).
Failing 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 non-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 awarded).
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, multiplied by three (i.e., the number of financial years making up the performance period) must exceed or be equal to 18%.
Nevertheless, a straight-line exercise rate will be applied to the number of shares initially awarded 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 awarded).
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.
Failing this, the performance condition will not be met and no performance shares subject to this condition will vest;
•
non-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 non-financial conditions, which have been selected
in view of the strategic challenges and targets set out in the CSR Roadmap:
•
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 awarded).
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
as of 31 December 2024 must exceed or be equal to 30%.
Failing 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 of a similar nature set out in the CSR Roadmap, which aims to achieve the same proportion of women by 2025.
•
Carbon Disclosure Project (CDP) score on the Climate Change questionnaire (condition relating to 5% of the total number of performance shares awarded).
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).
Failing this, the performance condition will not be met and no performance shares subject to this condition will vest.
Plans set up under the authorisation granted by the 11 June 2019 Shareholders’ Meeting (plans of 1st April 2021, 6 November 2020 and 17 December 2019)
On 1st April 2021, a performance share plan covering 43,516 shares was set up under the authorisation granted by the Combined Shareholders’ Meeting of 11 June 2019. It benefited seven employees.
On 6 November 2020, a performance share plan covering 787,697 shares was set up. It benefitted 55 employees.
On 17 December 2019, a performance share plan covering 385,759 shares was set up. It benefitted 49 employees.
The vesting of performance shares awarded under these three 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., at the earliest, 1st April 2024 for the 1st April 2021 plan, on the date the 2023 financial statements are published for the 6 November 2020 plan, and on the date the 2022 financial statements are published for the 17 December 2019 plan).
The Management Board, at its meeting of 16 March 2023, noted that, as the performance conditions attached to the plan of 17 December 2019 set out below had not been met, none of the 385,759 performance shares could vest.
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 awarded).
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). Failing 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 awarded).
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 straight-line exercise rate will be applied to the number of shares initially awarded 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 allocated).
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. Failing this, this condition will not be met and no performance shares subject to this condition will vest.
1,891,814 performance shares resulting from the 17 December 2019, 6 November 2020, 1st April 2021, 13 December 2021 and 20 July 2022 plans.
As of 16 March 2023, there were 1,506,055 performance shares in the process of vesting under the 2020, 2021 and 2022 plans.
6.5.4 Preferred shares
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 preferred 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 share plan was set up in 2022. The Company no longer has an authorisation to issue preferred shares.
The plan of 17 December 2019 relating to 662 preferred shares was cancelled before the end of the vesting period by decision of the Management Board of 12 December 2022 after obtaining the agreement of the beneficiary.
As of 31 December 2022, the 7 January 2019 plan covering 62 preferred shares was in the process of vesting. The four-year vesting period ended on 7 January 2023 (the beneficiary, whose compensation is taxable outside France, having opted for a deferred vesting of one additional year).
After noting the presence of the beneficiary in the Group’s workforce, the Management Board of 9 January 2023 decided to create the 62 preferred shares. It nevertheless noted that, as the performance condition presented below was not met, the conversion coefficient was equal to 0. Consequently, as none of the 62 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
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 member of the Group’s workforce, at its meeting of 19 October 2021, the Management Board decided to create 140 preferred shares.
At the end of the one-year retention period, the Management Board meeting of 19 October 2022 found that, as the performance condition presented hereafter had not been met, the conversion coefficient was equal to 0. Consequently, as none of the 140 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
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 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 retention period, the Management Board meeting held on 7 March 2022 found that, as the performance condition presented hereafter had not been met, the conversion coefficient was equal to 0. As a result, as none of the 1,157 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
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 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 retention period, the Management Board meeting of 2 March 2022 found that, as the performance condition presented hereafter had not been met, the conversion coefficient was equal to 0. Consequently, as none of the 345 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
The 19 July 2017 plan relating to 374 preferred shares, issued on 19 July 2020, had an initial one-year retention period expiring on 19 July 2021.
In order to take the exceptional effects of the health crisis linked 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 retention 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 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 was 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 the achievement of a more demanding target.
At the end of the two-year retention period, the Management Board meeting of 19 July 2022 found that, as the performance condition presented hereafter had not been met, the conversion coefficient was equal to 0. Consequently, as none of the 374 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
Out of the 1,932 preferred shares allocated 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 linked 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 retention period for the 1,706 preferred shares issued by 12 months, i.e., until 12 March 2022 (evening), and to extend the deferred vesting of the 226 preferred shares allocated to beneficiaries taxable outside of France 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 was 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 the achievement of a more demanding target. 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 met, the conversion coefficient was equal to 0. Consequently, as none of the 1,932 preferred shares could be converted into ordinary shares, they were bought back by the Company with a view to their cancellation.
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.
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 on a straight-line basis 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 retention period – the above plans have a three-year vesting period followed by a minimum one-year retention period.
62 preferred shares resulting from the 7 January 2019 plan for which the vesting period was ongoing.
6.5.5 Number of ordinary shares that may be issued as a result of all current plans as of 31 December 2022
As of 31 December 2022, the potential volume of ordinary shares that may be issued as a result of all stock option, performance share and preferred share plans in the process of vesting amounted to 2,141,408 shares, i.e., 2.08% of the share capital, broken down as follows:
• 6,200 shares in respect of preferred share plans that had not yet been converted into ordinary shares.
6.5.6 Monitoring of stock option, performance share and preferred share plans
The tables below present the characteristics of the stock option, performance share and preferred share plans outstanding as of 31 December 2022, as well as the history of completed plans.
| 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 | 06/11/2020 | 04/01/2021 |
| 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 |
1st 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 |
1st 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 cancelled/void options | 0 | 0 | 0 |
| Number of options outstanding as of 31/12/2022 | 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’ share from 1st April 2021 to 1st 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 FINANCIAL YEAR 2022
| 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 | 0 | 0 | 0 |
| Options exercised during the year by the 10 Group employees exercising the highest number of options | 0 | - | - |
| Plan date | Number
of options allocated(1) |
Of
which options cancelled |
Number
of options exercised |
Expiration
date for exercising options |
| 17 July 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 Rubis share split. |
| Performance share plan | 2019 Plan | 2020 Plan | 2021 Plan | 2021 Plan | 2022 Plan |
| Date of Shareholders’ Meeting | 11/06/2019 | 11/06/2019 | 11/06/2019 | 10/06/2021 | 09/06/2022 |
| Date of grant by the Management Board | 17/12/2019 | 06/11/2020 | 01/04/2021 | 13/12/2021 | 20/07/2022 |
| Number of shares awarded | 385,759 | 798,697 | 43,516 | 160,072 | 514,770 |
| Total number of beneficiaries | 49 | 55 | 7 | 13 | 15 |
| • of which corporate officers(1) | 0 | 1 | 0 | 0 | 0 |
| • of which French residents | 21 | 24 | 4 | 2 | 12 |
| • of which non-French residents | 28 | 31 | 3 | 11 | 3 |
| 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 | 1st April 2024 | • TSR-based shares: 13/12/2024 • Shares subject to the other performance conditions: date the 2024 annual financial statements are closed |
• TSR-based shares: 20/07/2025 • Shares subject to the other performance conditions: date the 2025 annual financial statements are closed |
| • non-French residents | |||||
| Performance conditions (assessed over three years): |
|||||
• Total Shareholder Return (TSR) |
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) |
Relates to 25% of the award(14) |
| • 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) |
NA |
| • EBITDA | NA | NA | NA | NA | Relates to 50% of the award(15) |
|
•
earnings per Rubis share (EPS)/net income |
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) |
NA |
|
•
score from CDP (Carbon Disclosure Project) |
NA | NA | NA | Relates to 5% of the award(12) |
NA |
| • gender diversity on management bodies | NA | NA | NA | Relates to 5% of the award(13) |
Relates to 15% of the award(16) |
| • community investment | NA | NA | NA | NA | Relates to 10% of the award(17) |
| Number of shares vested | 0 | 0 | 0 | 0 | 0 |
| Number of cancelled/void stock | 0 | 0 | 0 | 0 | 0 |
| Number of shares subject to deferred vesting NA | NA | NA | NA | NA | |
| Number of performance shares outstanding as of 31/12/2022 | 385,759 | 787,697 | 43,516 | 160,072 | 514,770 |
| (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% over 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% 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’ share from 1st April 2021 to 1st 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 the TSR of the SBF 120 over the same period. |
| (10) Product of the compound annual growth rate of the net income, Group share set out in the consolidated financial statements for financial years 2022, 2023 and 2024 multiplied by three (i.e., the number of financial years making up the performance period) ≥ 18%, with straight-line degression between 18% and 9%. |
| (11)Growth rate of Rubis EPS set out in the consolidated financial statements between financial years 2021 and 2024 (inclusive) that is higher than the FactSet consensus over the same period. |
| (12) Score awarded to Rubis by CDP in 2024 ≥ to the score awarded to Rubis 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 as of 31 December 2024 ≥ 30%. |
| (14) Change in the TSR of Rubis’ share between 20 July 2022 and 20 July 2025 that is higher than the change in the TSR of the SBF 120 over the same period. |
| (15) Growth rate of the Group’s consolidated EBITDA between financial years 2022 and 2025 ≥ 15%, with straight-line degression between 15% and 5%. |
| (16) Average percentage of women on the Management Committees of all Group business units (excluding the Rubis Terminal JV) as of 31 December 2025 ≥ 30%. |
| (17) Implementation of community investment in 100% of the Group’s business units (excluding the Rubis Terminal JV) as of 31 December 2025. |
PERFORMANCE SHARES AWARDED TO AND PERFORMANCE SHARES ACQUIRED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE FINANCIAL YEAR 2022
Number of performance shares allocated/vested |
Plan date | |
| Performance shares awarded by the issuer during the financial year to the 10 Group employees with the highest number of shares thus granted | 472,748 | 20/07/2022 |
| Performance shares vested during the financial year by the 10 Group employees with the highest number of shares thus vested | 0 | - |
| Plan date | Number of performance shares allocated(1) |
Of which cancelled shares |
Number of performance shares vested |
Vesting date |
End of retention period |
| 27 July 2006 | 44,304(2) | 3,054 | 41,250 | 11 March 2010 | 11 March 2012 |
| 17 November 2006 | 717(2) | 0 | 717 | 11 March 2010 | 11 March 2012 |
| 29 August 2007 | 600(2) | 0 | 600 | 15 October 2010 | 15 October 2012 |
| 12 February 2008 | 1,768(2) | 0 | 1,768 | 14 February 2011 | 14 February 2014 |
| 4 June 2008 | 728(2) | 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 | Shares cancelled | - |
| 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(3) |
| 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) Following readjustments due to various capital increases. |
| (2) Before 8 July 2011 two-for-one Rubis share split. |
| (3) Standard retention 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 share plans | 2016 Plan | 2017 Plan | 2017 Plan | 2018 Plan | 2018 Plan | 2018 Plan | 2019 Plan | 2019 Plan |
| Date of Shareholders’ Meeting | 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 | 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 | 3,864(5) | 1,932(5) | 374(5) | 345 | 1,157 | 140 | 62 | 662 |
| Total number of beneficiaries | 51 | 19 | 6 | 1 | 10 | 1 | 1 | 1 |
| • of which corporate officers(1) | 2 | 2 | 0 | 1 | 1 | 1 | 0 | 0 |
| • of which French residents | 38 | 15 | 5 | 1 | 10 | 1 | 0 | 1 |
| • of which non-French residents | 13 | 4 | 1 | 0 | 0 | 0 | 1 | 1 |
| Vesting date of preferred shares: | ||||||||
| • French residents | 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 | 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 | 13/07/2020 | 13/03/2022 | 19/07/2022 | 02/03/2022 | 05/03/2022 | 19/10/2022 | 07/01/2023 | 17/12/2023 |
| Expiration date of the ordinary share conversion period | 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 | 3,814 | 1,932 | 374 | 345 | 1,157 | 140 | - | 0 |
| Number of preferred shares cancelled/void | 50 | 1,932 | 374 | 345 | 1,157 | 140 | - | 662 |
| Number of preferred shares subject to deferred vesting | - | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Performance condition (assessed over a minimum of four years): | ||||||||
| • reference price(2) (for the assessment of the AAORR(3)) (in euros) | 33.78 | 43.10 | 50.28 | 57.97 | 57.89 | 47.28 | 46.78 | 52.12 |
| • AAORR(3) achieved | 46.56% | -16.75% | -38.30% | -38.68% | -38.80% | -38.80% | - | NA |
| • conversion coefficient applied(4) | 100 | 0 | 0 | 0 | 0 | 0 | - | NA |
| Number of preferred shares converted into ordinary shares | 3,814 | 0 | 0 | 0 | 0 | 0 | - | NA |
| Number of preferred shares outstanding as of 31/12/2022 | 0 | 0 | 0 | 0 | 0 | 0 | 62 | 0 |
| (1) Exclusively Group subsidiaries. |
| (2) Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date the preferred shares were allocated. |
| (3) Average Annual Overall Rate of Return (“AAORR”) of Rubis’ share equal to a minimum of 10% (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 Rubis share split. |
PREFERRED SHARES AWARDED TO AND PREFERRED SHARES ACQUIRED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE FINANCIAL YEAR 2022
Number of preferred shares allocated/vested |
Plan date | |||
| Preferred shares awarded 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 | 226 | 13/03/2017 |