This Universal Registration Document was filed on 28 April, 2022 with the AMF (the French financial market authority, Autorité des marchés financiers) in its position as the competent authority in respect of Regulation (EU) 2017/1129, without prior approval, in accordance with Article 9 of said Regulation. The Universal Registration Document may be used for the purpose of a public offer of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note (note d’opération) and, where relevant, a summary and all the amendments made to the Universal Registration Document. This set of documents is then approved by the AMF in accordance with Regulation (EU) 2017/1129.

This document was prepared by the issuer and is binding upon its signatories. It may be consulted and downloaded from the website www.rubis.fr/en. This document is a translation of the original French document and is provided for information purposes only. In all matters of interpretation of information, views or opinions expressed therein, the original French version takes precedence over this translation.

This year, Rubis became a multi-energy group, returned to sustained growth and once again demonstrated the strength of its business model in a market context that remained tight.

The dynamism shown by Rubis in 2021, its ability to implement the announced strategy, as well as the very good results achieved for the financial year, demonstrate the Group’s resilience and its ability to position itself in a changing energy market.

In a context of continued restrictions related to Covid-19 and despite the increase in the prices of petroleum products, all the Group’s activities are growing significantly and are back to a level close to the record performance of 2019.

PERFORMANCE

Our multi-country and multi-segment positioning as well as the breakdown of our businesses between Retail & Marketing and upstream Support & Services have enabled us to overcome many types of difficulties. In 2021, the Group generated growth of 4% in its net income, Group share and 7% in its cash flow (excluding the Rubis Terminal JV) compared to 2020. Net income, Group share, excluding the contribution of Rubis Terminal and non-recurring items, was up by 16% compared to 2020 and almost stable compared to the record level observed in 2019. The Rubis Terminal joint venture successfully consolidated its Spanish subsidiary Tepsa and generated growth of 6% in EBITDA.

ENERGY TRANSITION

2021 was also the year of a strategic shift towards renewable energies. We completed two significant transactions:

These two investments make Rubis one of the sector players that is the most committed to renewable energies, given its size. 2022 will see the creation of a new business dedicated specifically to the production of renewable or low-carbon energy, alongside the Group’s two historical pillars: Rubis Énergie and the Rubis Terminal JV. The Group’s objective is to balance the capital invested in the energy transition with that invested in its traditional businesses in the medium/long term.

“The very good results achieved for the financial year demonstrate the Group’s resilience and its ability to position itself in a changing energy market.

RESPONSIBILITY

Committed to corporate social responsibility (CSR), in 2021, we continued to integrate CSR issues into the Group’s strategy and reached a new milestone, notably with:

CONFIDENCE

In 2021, Rubis demonstrated its ability to return to good results and to initiate a shift towards renewable energies with leading players. Building on our responsible and entrepreneurial commitment, we are confident in our ability to continue this development while building a new balance between our new renewable activities and our historical businesses, guaranteeing our solidity during the energy transition period.

All this progress would not have been possible without the full involvement of all our employees and we thank them for their commitment to the Group.

Lastly, we would like to thank our shareholders for their loyalty in these troubled times. Rubis has always been keen to maintain the payment of a rising dividend in order to share the creation of value with its shareholders and, in general, to continue to earn their trust for the future.

Gilles Gobin and Jacques Riou

Managing Partners

“Rubis has always been keen to maintain the payment of a rising dividend in order to share the creation of value with its shareholders.

1990 “AN EXCITING YEAR” Creation of Rubis by Gilles Gobin in tandem with Jacques Riou. 1993 BULK LIQUID STORAGE Acquisition of Compagnie Parisienne des Asphaltes (founded in 1877) which later became Rubis Terminal. 1994 ENERGY DISTRIBUTION Launch of the distribution business with the acquisition of Vitogaz (founded in 1939), the last independent distributor of LPG in France. 1995 IPO ON THE STOCK EXCHANGE Internationalisation of Rubis’ shareholding structure. 1996 LAUNCH OF AUTOGAS Creation of the GAZ’L distribution brand by Vitogaz France to offer a less polluting alternative to conventional automotive fuels. 2000 LAUNCH OF INTERNATIONAL DISTRIBUTION ACTIVITIES - LPG Deployment of LPG activities in Europe and Morocco followed the next year by Madagascar. 2005 DEVELOPMENT OF INTERNATIONAL DISTRIBUTION - FUELS First fuel distribution activities in the French Antilles, Bermuda and the Channel Islands. 2007 FIRST ViTO SERVICE STATIONS The first ViTO service stations created in the French Antilles. 2008 DEVELOPMENT OF INTERNATIONAL STORAGE Start of Rubis Terminal activities in Antwerp and Rotterdam.

2022 DEVELOPMENT IN RENEWABLE ENERGIES - SOLAR ELECTRICITY Acquisition of 80% of Photosol France. 2021 DEVELOPMENT IN RENEWABLE ENERGIES - HYDROGEN-ELECTRICITY Acquisition of an 18.5% stake in HDF Energy and strategic agreement to invest in low-carbon hybrid power plants. 2020 RUBIS TERMINAL BECOMES A JOINT VENTURE Partnership with the infrastructure fund I Squared Capital enabling the Storage activity to continue its international development, as demonstrated by the acquisition of Tepsa that same year. 2019 NEW MARKET IN KENYA Acquisition of KenolKobil and Gulf Energy to develop our offering in East Africa. 2017 NEW MARKETS IN AFRICA AND THE CARIBBEAN Acquisition of the distribution infrastructures of Galana in Madagascar and Dinasa in Haiti. 2015 NEW DISTRIBUTION BUSINESS - BITUMEN Acquisition of the leading independent player in bitumen distribution in West Africa. NEW BUSINESS - SUPPORT & SERVICES Creation of the Support & Services business including the Martinique refinery, trading-supply and shipping activities. 2013 NEW MARKET IN PORTUGAL Acquisition of one of the leaders in LPG distribution in Portugal. 2011 CONTINUING DEVELOPMENT IN THE CARIBBEAN Acquisition of fuel distribution assets in the English-speaking Caribbean. 2010 FIRST SERVICE STATIONS OF THE RUBiS BRAND The first RUBiS service stations created in the Channel Islands. NEW MARKET IN SOUTH AFRICA - LPG Acquisition of Easigas, a leading LPG distributor in Southern Africa.

Rubis, a company listed on Euronext Paris (SBF 120) with market capitalisation of €2.7 billion at the end of 2021, specialises in the distribution of energy and bitumen, from supply to the end customer, and, through its Rubis Terminal JV, in bulk liquid storage.

With revenue of €4.6 billion and distributed volumes of 5.4 millionm³, the Group is recognised in the market for its expertise and the quality of its services. Thanks to its international development strategy, the Group now occupies strong market positions in diversified segments, in more than 40 countries in three regions: Africa, the Caribbean and Europe.

Distributing energy for everyday life

Rubis aims to give as many people as possible access to reliable and sustainable energy while developing less carbon-intensive solutions, thereby promoting sustainability.

Rubis’ business lines are broken down into:

the Retail & Marketing of fuels (in service stations or to professionals), lubricants, liquefied gas and bitumen activity through its subsidiary Rubis Énergie. This is the Company’s core business, representing 87% of the Group’s consolidated revenue in 2021;

the Support & Services activity, upstream of Retail & Marketing, which includes the trading-supply and shipping activities. This activity represented 13% of the Group’s consolidated revenue in 2021;

the bulk liquid Storage activity carried out by the Rubis Terminal joint venture, held at 55%.

Retail & Marketing activities are aimed at both professional and individual customers, via our service stations, butane and propane cylinders or home deliveries of fuels or liquefied gas for heating, hot water production or cooking. The Support & Services and Storage activities are intended exclusively for professional customers (BtoB).

The products sold are essential for the economies of the countries in which the Group operates and Rubis generally controls the entire logistics chain, notably through its Support & Services activity. Rubis favours a dominant local positioning in which its competitive advantage is protected by the control of its logistics. This strategic choice guarantees its customers sustainable access to the energy they need on a daily basis.

In its Retail & Marketing activity, Rubis is positioned on markets that allow it to transfer price volatility to the end customer and thus to see stable margins over a long period. In addition, Rubis both operates on regulated markets (40% of the volumes distributed and around 34% of the business’ gross profit) and on open markets. Regulated markets are mainly located in the Caribbean and Africa and serve the end consumer, both in the residential liquefied gas segment or service stations. The BtoB segment is not concerned by regulated prices.

Conscious of the challenges of the energy transition, the Group is developing a range of less carbon-intensive energies (biofuels, hybrid systems, etc.) and is also raising awareness among consumers on this subject, for mobility, heating or industrial uses.

Rubis is thus approaching the energy transition confidently thanks to its role as a key link in the logistics chain, equally capable of storing, shipping and transporting new energy to the end consumer.The Group also made a strategic choice in 2021 by deciding to invest in the production of low-carbon energy.

New developments

While for several years, the Group has looked to diversify its offering and propose lower-carbon energies to its customers, in 2021, Rubis finalised a strategic shift towards renewable energies. By investing in hydrogen-electricity projects with HDF Energy and acquiring Photosol France, the Group is now a producer of low-carbon energy.

Rubis has changed its strategy over the last two years in order to diversify its energy mix.

In 2020, the Group sold 45% of Rubis Terminal and created a joint venture with the infrastructure fund I Squared Capital enabling it to almost completely deleverage. This transaction gave the Group the resources to invest in new growth drivers. The acquisition of Tepsa, a leader in storage in Spain, particularly in biofuels, followed by the disposal of the terminal in Turkey in January 2022, enabled the Rubis Terminal JV to increase the share of chemicals, biofuels and other non-petroleum products in its portfolio.

PHOTOSOL

At the end of 2021, the Company announced a decisive acquisition, Photosol France, and thus accelerated its development in the renewable energy segment with significant growth opportunities.

Photosol is one of the independent leaders in photovoltaic production in France with 330 MW of operational capacity (78 plants) and 145 MW under construction. The Company is very well positioned to seize the opportunity of the French solar energy market with an identified project pipeline of around 3.4 GW. It ranks among the leading independent players in terms of megawatts won from CRE⁽¹⁾ projects during the last 10 calls for tenders in France.

The Company has deliberately focused on less-competitive strategic locations and on the development of complex projects to stand out from the major groups present in this market, a strategy very similar to that developed by Rubis internationally. Numerous synergies exist to develop this activity in areas where the Rubis Group is present.

Following this acquisition, Rubis wishes to create a new division dedicated to the production of renewable or low-carbon energy. This division, which will also bring together projects developed in cooperation with HDF Energy, will accelerate the Group’s growth by relying on long-term secured contracts and growth opportunities.

In the medium term, the objective for this renewable division is to contribute 25% of the Group’s EBITDA.

HDF ENERGY

In 2021, Rubis acquired an 18.5% stake in the capital of HDF Energy (a global pioneer in hydrogen-electricity) and entered into an industrial and financial agreement that provides for a majority investment priority in the projects that HDF Energy is developing in Africa/Indian Ocean, the Caribbean and Europe. This allows Rubis to position itself as a majority direct investor in renewable electricity production projects with the objective of achieving a double-digit Internal Rate of Return (IRR) on the equity invested.

The Group has already invested in two Renewstable^® plants developed by HDF Energy in French Guiana and Barbados. In the long term, each of these plants will produce 100% renewable electricity, from the sun and water, to supply the equivalent of 10,000 to 15,000 households all year round, at a lower cost than the diesel power plants in these regions. This technology will avoid the combustion of approximately 12 million litres of diesel and the emission of approximately 40,000 tonnes of CO₂ per year and per plant compared to an equivalent thermal plant.

Market positions

Rubis is positioned in confidential-sized markets that do not interest the major oil companies (Shell, BP, Exxon, TotalEnergies) or international traders (Vitol, Trafigura, Glencore, Mercuria). These global players tend to focus on large markets, in order to benefit from economies of scale. It is precisely in these smaller-sized markets that Rubis has chosen to develop, where it can occupy leading positions while competing with major oil companies, regional operators (Parkland/Sol, Vivo Energy, Repsol) and local independent players (particularly in Africa).

Rubis has been built on an acquisition model, with niche product positions (liquefied gas in Europe, bitumen in West Africa) or geographical niches (island positions in the Caribbean or the Indian Ocean) where the Group has strong positions. Rubis’ success in these markets is ensured by a number of factors, including control of import logistics facilities, to guarantee advantages in terms of costs and supply quality. This robust logistics (shipping, storage, refining) also allows it to be present in trading and supply vis-a-vis third parties.

The markets in which the Group operates are deep, and energy needs are essential and growing, particularly in the regions where Rubis has strengthened its presence in recent years (Africa and the Caribbean, representing 47% and 28% respectively of the Retail & Marketing division’s contribution to EBIT).

In Europe, Rubis is positioned in sensitive markets, such as liquefied gas (butane and propane), synonymous with high barriers to entry, and where growth stems from efficiency, reactivity and market share gains.

Safety as a priority

The Group operates within a defined Quality, Health, Safety & Environment (QHSE) framework to prevent risks and limit the environmental impact of its activity. The QHSE policy framework, referred to in the Group’s Code of Ethics, states that each employee must act responsibly when performing their duties, comply with the health, safety and environmental protection procedures on site, and pay particular attention to compliance by all parties (colleagues, suppliers, external service providers, etc.). This common framework is shared by all Group activities.

Its business lines are subject to regulatory and safety constraints requiring constant investments, making supply scarce while increasing the cost of entering the sector. As such, in 2021 the Group invested €133 million in the safety/maintenance and adaptation of its facilities.

Training is another key area. As some of the products distributed transit by road, driver training programmes (defensive driving) have been implemented for both Group employees and external staff, particularly in countries where this risk is increased.

Being efficient over the long term

For the past 30 years, Rubis has pursued an external growth strategy based on strict financial discipline, including modest acquisition multiples and financial leverage, and a clear strategic approach (niche positioning, strong market positions backed by control of resource access infrastructure, and prospects for earnings growth) to ensure value creation for all stakeholders.

With each acquisition, the implementation of a strategy, the provision of skills, capital and a new organisation, not forgetting the Company’s flexibility, have made it possible to form a multi-local, decentralised and independent group with sound market positions protected by concrete assets, guaranteeing its long-term profitability.

Through its business lines, by offering its customers regular and reliable access to everyday energy, thereby limiting its exposure to economic cycles and ensuring resilience and stability for its activities, Rubis posts solid performance.

The strategic shift to the production of renewable energies and the creation of a new division allows the Group to contribute to a more sustainable world, to support the evolution of the energy market and to offer growth for its stakeholders.

Acquisition-led growth, the very core of the Group’s DNA, is one of the chief drivers of Rubis’ development, and would not have been possible without:

its short and reactive decision-making structure, capable of responding to market developments;

the importance given to the human dimension in its structure: the Group sees People as the bedrock of its organisation and one of its key success factors.

Its motto, “The will to undertake, the corporate commitment” expresses this essential value, which is the foundation of the motivation, loyalty and engagement of its 4,335 employees.

Driven by “the will to undertake”, Rubis is constantly on the move, developing and positioning itself as a vector of progress in all areas (governance, social, environmental). From this viewpoint, 2021 will have been an exceptional year of transition.

“The corporate commitment” applies to Rubis’ relations with all stakeholders, primarily its employees, end customers, and the countries and environment in which Rubis operates, but also its shareholders.

While Rubis has placed its CSR commitments at the heart of its strategy for more than 10 years, a new milestone was reached in 2021 with the publication of our first CSR Roadmap, Think Tomorrow 2022-2025, to describe our commitment, measure our actions and offer more transparency to our stakeholders.

Think Tomorrow is a tool for managing our daily actions, a commitment to a sustainable future and an opportunity to develop our activities.

Mindful that employee commitment is key to the Group’s success, Rubis ensures that individuals have the opportunity for professional development with the aim of attracting, developing and retaining its talents.

The Group is committed to diversity and skills development. In 2021, our main achievements were:

The Group has set itself the following objectives:

• 82%* of employees trained

• 103* net jobs created

• 98%* of employees employed locally

• 99.2%* of employees have health coverage

• 4.6*: frequency rate of occupational accidents (-43% since 2015)

The Group once again demonstrated the strength of its business model, succeeding in generating growth of 4% in its net income, Group share and 7% in its cash flow (excluding Rubis Terminal) compared to 2020. 2021 adjusted net income, Group share (excluding non-recurring items, IFRS 2 expenses and the contribution of Rubis Terminal) is almost back to the pre-pandemic level (record level observed in 2019), despite the constraints that weighed on overall mobility.

STOCK MARKET INDICATORS

“This year, Rubis became a multi-energy group, returned to sustained growth and once again demonstrated the strength of its business model in a market context that remains tight.

FINANCIAL PERFORMANCE

RUBIS STOCK MARKET PERFORMANCE

RUBIS SHAREHOLDERS

(As of 31/12/2021)

The slight difference in the sum of the percentages is due to rounding.

Financial information

Rubis share

Retail & Marketing

Our mission is to meet the essential energy needs of populations in Africa/Indian Ocean, the Caribbean and Europe, for mobility (through a network of more than 1,000 service stations) and for cooking or heating (thanks to liquefied gas sold in bulk or in cylinders).

We also distribute our products to professional customers (marine and aviation fuels, fuel for electricity production, liquefied gas for industry or hotels, etc.).

Lastly, in Africa, we distribute bitumen in markets where demand for road infrastructure is growing.

The Retail & Marketing activity represents 87% of the Group’s revenue and 70% of the Group’s EBIT.This business benefits from diversification both geographically and by segment/product, ensuring stable and resilient performance, little affected by economic cycles.

Our strength lies in our decentralised organisation, with each profit centre corresponding to a Group subsidiary.This system ensures that local Managers have a deep understanding of their region and provides for an appropriate investment policy. This organisation has been in place for many years within Rubis Énergie, and has consistently demonstrated its effectiveness. It results in motivated and responsible teams, flexibility allowing reactivity and efficiency, and market share gains.

The regions in which Rubis operates do not have uniform economic development and differ in terms of their market structure, their opportunities and their challenges. The decentralised approach appears to us to be the most suitable for adjusting Rubis’ approach and being better positioned to meet local needs in compliance with the rigorous HSE and ethics standards defined by the Group.

Aware of the major contribution its industry sector can make to tackle climate change, Rubis Énergie is developing a carbon reduction programme to reduce the CO₂ emissions related to its activities and to diversify the range of products distributed. This diversification is based on three focuses:

The climate constraint can also be a source of innovation and business opportunities. For example, Rubis was one of Europe’s pioneers in the distribution of HVO, a second-generation biofuel that reduces CO₂ emissions by at least 50% compared to conventional diesel. The Group intends to expand the development of biofuels, while continuing to be a driving force in Africa to popularise the use of liquefied gas, which is the transition energy recommended by the public authorities and the WHO as a cooking method, rather than charcoal or kerosene, to combat deforestation and prevent respiratory diseases.

CONTRIBUTION BY GROSS MARGIN

2022 agenda

VOLUMES DISTRIBUTED BY PRODUCT AND BY COUNTRY

Africa

Rubis has been present in Africa for more than 20 years, with a very diversified product offering: liquefied gas in Morocco and South Africa; bitumen in West and South Africa; multi-product (liquefied gas, fuels, etc.) in East Africa, Réunion Island and Madagascar.

BREAKDOWN OF VOLUMES

BY SEGMENT

A vast programme of renovations and rebranding to the RUBiS colours is underway in our 400 service stations in East Africa. On this occasion, we are improving the customer offering by proposing additional services (convenience stores, restaurant services, car washing, etc.) in order to increase footfall.

We also launched a solarisation programme for several service stations and administrative premises, particularly in Kenya and Madagascar.

Rubis benefits from its strong position in the region (usually No. 1 or No. 2), its control of the supply chain and its positioning in growing markets.

Liquefied gas is considered the best energy alternative to charcoal and wood for cooking and heating. Thus, for example, the governments of South Africa, Madagascar and Kenya are targeting a significant increase in market penetration by liquefied gas.

The strong demand for road infrastructure and current investments have favoured the bitumen distribution business, which has been growing strongly for two years. The Group has thus expanded in three new countries, South Africa, Gabon and Liberia.

Caribbean

Rubis has been in the region since 2005 via numerous acquisitions and has a significant market share. The Group is active in the main product segments, service stations, aviation and commercial fuels, liquefied gas and lubricants.

To meet the needs of companies and manufacturers, we are strengthening our commercial activity, particularly in new peripheral markets such as Guyana and Suriname.The latter country, where we commissioned a storage terminal in 2019, has just welcomed a first service station under the RUBiS colours.

For several years, the focus has been on the additional services offered to our customers in our network and, today, the 400 service stations in the region, most of them bearing the RUBiS or ViTO colours, benefit from a very good brand image widely recognised in the islands.

BREAKDOWN OF VOLUMES

BY SEGMENT

Europe

In Europe, Rubis is mainly present in the liquefied gas segment, the Group’s historical activity with residential and professional customers, which represents more than 90% of the region’s net income.

Liquefied gas stands out for its ease of transport and storage. It is, therefore, a practical solution for rural areas not connected to the natural gas network. For several years now, more and more consumers have also chosen to replace their old fuel oil boilers with gas boilers, which emit less CO₂. Rubis is present in this market in France, Spain, Portugal and Switzerland.

In Corsica and the Channel Islands, Rubis distributes its fuels through a network of service stations (62 and 28 service stations respectively), and also offers aviation and commercial fuels.

The Group has a strong presence in the autogas (LPG motor fuel) segment in France and in Spain. Autogas is an alternative to conventional fossil fuels, generating lower CO₂ and virtually zero particulate emissions.

Rubis is also developing new products to meet the challenges of the energy transition, with the medium-term objective of distributing them in all of its subsidiaries.These include HVO (used oil-based biofuel) and the EcoHeat100, a 100% renewable domestic fuel currently marketed in the Channel Islands.

BREAKDOWN OF VOLUMES

BY SEGMENT

Support & Services

The Support & Services activity includes all infrastructure, transportation, supply and service activities supporting downstream Retail & Marketing activities.

It includes the supply and shipping of the products marketed by the Group and refining (SARA).

Supply and shipping

The teams specialising in supply and shipping are split into three units:

We currently operate nine vessels on time charter and own six vessels, four of which are bitumen tankers and two are fuel tankers. The order for a new fuel tanker (the Demerara) and a bitumen tanker (the Bitu River) was launched to meet our future shipping needs.

An important milestone was achieved this year since Rubis Énergie joined the Sea Cargo Charter, an initiative to promote responsible shipping, greater transparency in climate reporting and better decision-making for the chartering of vessels, in line with the carbon reduction objectives of the United Nations.

In conjunction with the Group Climate Committee, we are studying the various alternatives to optimise our journeys and limit the environmental impact of shipping in order to achieve the CO₂ emission reduction targets set in the Group’s CSR Roadmap, Think Tomorrow 2022-2025.

SARA

The Antilles refinery (SARA), 71% owned by Rubis Énergie, is located in Martinique and is the sole supplier of fuels to three French departments in the Americas: French Guiana, Guadeloupe and Martinique. Its prices and profitability are regulated by government decree. It has a production capacity of 800,000 tonnes per year and produces a full range of products complying with European environmental standards: fuels for road, sea, air mobility (jet, kerosene, diesel), liquefied gas (LPG), etc. adapted to local needs. SARA wants to go even further and is positioning itself as both a producer and supplier of low-carbon fuels for land, air and maritime mobility such as hydrogen and bioNGV.

SARA has approximately 330 direct employees and more than 300 subcontractors. Its facilities are distributed as follows:

With the implementation of the Group’s CSR policy and in line with the vision of its shareholders, SARA is investing in three major areas:

2021 highlights

SHIPPING

SARA

2022 Agenda

SHIPPING

SARA

Rubis Terminal Joint Venture

The Rubis Terminal JV specialises in the storage and handling of bulk liquid and liquefied products, such as fuels, chemical and agrifood products. Its role is to act as an essential link in the logistics chain of its customers (supermarkets, oil groups, chemical and petrochemical companies, traders, etc.) by storing their local or imported products, for short or long periods according to their needs.

Following the signing of a partnership with the infrastructure fund I Squared Capital, Rubis Terminal is now 55%-owned by Rubis SCA and accounted for under the equity method since 30 April 2020. The acquisition of Tepsa in 2020 and the disposal of the oil terminal in Turkey in early 2022 have made it possible to refocus its activities on Western Europe, with the Company now the fourth largest⁽¹⁾ terminal operator in Europe and the leading operator in France.

With storage revenues of €222 million and EBITDA of €121 million (including 50% of Antwerp and excluding Turkey), the joint venture has a storage capacity of 3.9 million m³. Its 14 terminals, designed to meet the requirements of its customers while guaranteeing a safe working environment, are located in strategic hubs in France, the Netherlands, Belgium and Spain. To ensure effective integration into supply chains, they are all multimodal, with maritime, river, rail and road connections and pipelines. Each has its own history and areas of specialisation. The terminals mainly serve as regional distribution centres, supplying retail markets and industrial customers.

Determined to work for a more sustainable future, the Rubis Terminal JV is diversifying its range of products by developing biofuels, chemical and agrifood products, which today represent more than 50% of 2021 storage revenue. It offers its customers solutions to support them in the energy transition and carbon reduction of their supply chains by using innovative logistics tools and drawing on its know-how. The Company was also the first in France to successfully store E85 bioethanol, a less polluting fuel that is increasingly used and contains 85% ethanol.

Today, the increasing storage volumes dedicated to UCO (used cooking oils) in Spain, biofuels (such as B100 and E85) in France and Spain, and the launch of our ethanol hub in the Netherlands illustrate this shift towards less carbon-intensive products. The integration of new products, including green hydrogen in the medium term, will be among the next major steps.

The Rubis Terminal JV intends to continue its development in four areas:

maintaining a good level of competitiveness in a safe and secure environment by continuing to respond to market needs and changing demands;

consolidating strategic positions for energy distribution in France and remaining a market leader;

seizing development opportunities in and nearby its areas of activity;

continuing to develop terminals in the ARA-D zone (Amsterdam, Rotterdam, Antwerp and Dunkirk) and in the Mediterranean.

BREAKDOWN OF STORAGE REVENUE BY PRODUCT CATEGORY FUELS Fuels (motor and heating fuels) such as diesel and petrol distributed in service stations, 45 aviation fuels, marine fuels and household % fuels used for individual and collective heating systems CHEMICALS Chemical products for the manufacture 39% of plastics, polystyrenes and common household products BIOFUELS Alternatives to petroleum products, of vegetable origin 10% AGRIFOOD Agro-industrial products, including liquid fertilisers, 6% edible vegetable oils, biofuels and molasses for various industrial applications

RUBIS RETAIL STORAGE & MARKETING RT Invest Rubis Terminal Infra Vitogaz France ViTO Corse St Sampson Terminal Ltd La Collette Terminal Ltd FSCI Ltd Rubis Energia Portugal SA Spelta Vitogas España Vitogaz Switzerland AG Eres Togo SASU Eres Cameroun SA Eres Gabon Eres Sénégal Eres Liberia Inc. Starogaz Frangaz Sicogaz Sigalnor Norgal Sodigas SA Sodigas Braga SA Sodigas Açores SA Companhia Logistica de Combustiveis SA Vitogaz Maroc Rubis Asphalt South Africa Ringardas Nigeria Ltd Rubis Energy Ethiopia Ltd Rubis Energy Rwanda Ltd Rubis Energy Uganda Ltd Rubis Energy Zambia Ltd Easigas South Africa Easigas Lesotho Easigas Botswana Easigas Swaziland Rubis Énergie Djibouti Lasfargaz Rubis Energy Kenya Plc Kobil Petroleum Ltd SRPP Sigloi Europe and Mediterranean Caribbean Africa and Indian Ocean 100% Held by RT Invest 100% Held by Rubis Énergie Gulf Energy Holdings Ltd 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 65% 20.9% 100% 100% 100% 20% 100% 100% 100% 100% 100% 100% 55% 55% 55% 55% 100% 74% 85% 100% 82.9% 100% 100% 100% 100% 100% 100%

Non-controlling interests

Despite an environment marked by the persistence of the health crisis, the extreme volatility of energy prices and inflationary pressures, the Group once again demonstrated the solidity of its business model, succeeding in generating growth of 4% in its net income, Group share and 7% in its cash flow (excluding Rubis Terminal) compared to 2020. Adjusted net income, Group share (excluding non-recurring items, IFRS 2 expenses and the contribution of Rubis Terminal) is almost back to the pre-pandemic level (record level observed in 2019), despite the constraints that weighed on overall mobility.

2021 is also the year of a major strategic shift with a significant acquisition announced in the photovoltaic sector and a development in hydrogen, bringing Rubis directly into the energy transition.

The Group’s multi-country and multi-segment positioning as well as its dual midstream/downstream structure made it possible to overcome difficulties of all kinds, while the Rubis Terminal JV once again demonstrated its resilience and successfully consolidated its subsidiary Tepsa in Spain, enabling it to generate 6% growth in EBITDA excluding Turkey.

The Group retains the capacity for recovery with:

• •the gradual return of pre-Covid volumes, particularly in the Caribbean, where tourism and aviation are still at half of 2019 volumes;
• •the growth potential in East Africa thanks to the investments made;
• •the return to a normalised situation in Madagascar;
• •the stabilisation of the situation in Haiti.

The Group’s financial position at the end of the financial year remained solid, with a ratio of net debt to gross operating profit of less than 1. After the acquisition of Photosol, this same ratio is estimated at 2.5 times, reduced to 1.7 by adjusting the project debt (without recourse).

Overall, Rubis generated cash flow of €465 million (+7% compared to 2020, excluding Rubis Terminal). Unlike the 2020 financial year, the upward trend in supply prices generated a change in working capital of €191 million, bringing operating cash flow to €274 million.

Investments are in line with the Group’s long-term trend, at €205 million and are split  two-thirds for maintenance and one-third for growth. An amount of €79 million was invested in HDF Energy (Hydrogène de France), with a 18.5% stake, coupled with an industrial agreement.

Lastly, €153 million was allocated to a share buyback programme for cancellation of shares.

As of 31 December 2021, financial debt, excluding lease liabilities, mainly consisted of borrowings from credit institutions for a total amount of €1,014 million, of which €228 million maturing in less than one year, and €276 million in bank overdrafts. Given the Group’s net debt to shareholders’ equity ratio as of 31 December 2021 and its cash flow, the repayment of this debt is not likely to be put at risk due to a breach of covenants. The net increase in financial debt compared to 31 December 2020 is mainly explained by the share buyback programme (€153 million), the investment in HDF Energy (€79 million) and the increase in the working capital requirement (€191 million).

The Retail & Marketing activity includes all fuel distribution activities (service station networks), liquefied gas, bitumen, commercial heating oil, aviation and marine fuels and lubricants in three geographical areas: Europe, the Caribbean and Africa.

Diesel prices (in USD) were up by 59% compared to 2020 with high volatility during the financial year. This change weighed on unit margins, which were down 5% compared to 2020 and 3% compared to 2019.

Generally speaking, Rubis operates in markets that allow it to transfer price volatility to the end customer (price formula systems or no constraints at all on prices), and as such to keep its margins stable over the long term.

Retail distribution volumes increased by 7% compared to 2020. Despite aviation volumes still down significantly compared to 2019, these volumes are close to the level achieved before the pandemic, thanks to the resilience of LPG sales and the strong growth in bitumen sales.

Through its 31 profit centres, the activity recorded retail distribution volumes of 5.4 million m3 during the period (+7%).

These volumes were spread across the three regions – Europe (16%), the Caribbean (38%) and Africa (46%) – offering the Group valuable diversity in terms of climate, economy (emerging countries and developed economies) and by type of end use (residential, transport, industry, utilities, aviation, marine, lubricants).

By product category, volumes break down as follows: 68% for all fuel oils (automotive fuel, aviation, non-road diesel and lubricants), 23% for LPG and 9% for bitumen.

The gross sales margin reached €633 million, an increase of 2%, but still below the record level of 2019, due to the pandemic and the decrease in the contribution from Haiti. After a strong increase in the unit margin in 2020 due to the fall in oil prices, the unit margin in 2021 was down by 5% compared to 2020, but nevertheless remained above the levels of 2019 for Africa and Europe.

EBITDA and EBIT operating aggregates recorded increases of 5% and 8% respectively in 2021 without, however, returning to the level reached in 2019 (down by 6 and 11% respectively).

Europe, thanks to its LPG positioning, recorded an EBIT of €71 million, up 16% compared to 2020 and above the pre-Covid level (€62 million).

The Caribbean region recorded a significant improvement in the second half of 2021, driven by the recovery in the tourism/aviation sector. The situation in Haiti remained tense, but showed signs of stabilisation at the end of the financial year. In total, EBIT reached €82 million, compared to €80 million in 2020.

Finally, Africa recorded an excellent annual performance with an EBIT of €136 million (+6% vs 2020). The increase in volumes and the contribution of Kenya, thanks to the actions undertaken (commercial investments and rebranding) and the strong recovery in results in Réunion Island are the main factors behind this performance.

Capital expenditure totalled €159 million over the financial year, spread across the 27 operating subsidiaries. It covered recurring investments in service stations, terminals, tanks, cylinders and customer facilities, aimed principally at bolstering market share growth, as well as investments in facility maintenance.

The Europe zone has the Group’s strongest liquefied gas positioning (≈75% of volumes) and in turn, greater residential demand, which explains its lower exposure to health restrictions.

The climate index indicates more severe winter months in 2021 compared to 2020, at 17%. This factor, combined with the lower restrictions, explains the good performance of volumes over the period at +7%.

However, the environment of a sharp increase in supply prices (+59%) weighed on unit margins, which crumbled by 6%. Lastly, a depressed base effect in 2020, due in particular to negative inventory effects, explains the 16% increase in EBIT, exceeding the level of 2019 (+14%).

A total of 19 facilities distribute fuel locally (400 service stations, aviation, commercial, LPG, lubricants and bitumen).

The Caribbean zone recorded a recovery in its volumes of 5% after the sharp decline (-15%) in 2020. Although there was a strong recovery (+34%), aviation volumes remained at almost half of the volumes sold before the pandemic. The other segments continued to recover, with the exception of the LPG sector affected by the exceptional situation in Haiti. The economic, political and security conditions in Haiti remained difficult. Excluding Haiti, the EBIT for the Caribbean region increased by 20%.

Income was up sharply with the exception of Madagascar in petroleum products distribution (price structure) and the bitumen sector (end of advantageous supply contracts).

In Madagascar, the freezing of the price structure at a time when international prices were rising strongly penalised distribution margins and results. The public authorities recognise the shortfall in the profession and are working to implement compensation measures.

The bitumen sector continued to experience good commercial developments (volumes: +33%) but was nevertheless penalised by the return to normal supply conditions after a 2020 financial year which had benefited from particularly advantageous contracts.

In East Africa, results (EBIT) continued to improve at +38%, despite a chaotic year due to chronic lockdowns; the service station renovation programme including rebranding and the opening of associated stores is being accelerated (171 stations have been renovated out of a network of around 400) with tangible results in terms of footfall at points of sale and average unit flows.

This sub-group includes Rubis Énergie’s supply tools for petroleum products and bitumen:

• •the 71% interest in the refinery in the French Antilles (SARA);
• •the trading-supply activity, active in white products in the Caribbean (Barbados) and especially in bitumen in the Africa/Middle East region with an operational head office in Dubai;
• •in support-logistics, the shipping activity (15 vessels, of which six fully-owned) and “storage and pipe” in Madagascar.

The results of the SARA refinery experienced high volatility between 2019 and 2021, notably due to the work related to the Major Shutdown and remain regulated by a formula guaranteeing a return of 9% on equity. The 2020-2021 average contribution of €35 million in EBIT is in line with previous financial years.

The contribution of the Support & Services activity (excluding SARA) was €97 million (+28%) and breaks down as follows:

• •the volumes handled in trading-supply show an increase in unit margins, while shipping benefited from the combined effect of better freight rates, investments in new vessels and the development of bitumen sales in Africa;
• •port services and pipe activities in Madagascar resumed their normal pace, after a 2020 financial year affected by the pandemic-related restrictions.

Against the Covid background, the Rubis Terminal JV demonstrated exceptional resilience, recording a 6% increase in its EBITDA to €121 million including in proforma the Spanish subsidiary Tepsa over 12 months in 2020 and excluding Turkey.

In January 2022, Rubis Terminal finalised the disposal of its activity in Turkey, thus refocusing its activities in Europe and reducing the volatility of its results. Excluding Turkey, storage revenues increased by 5%, of which +7% for petroleum products, driven by demand for biofuels in Spain (+46%). The trend in chemical storage remained firm (+4%), particularly in the ARA (Amsterdam, Rotterdam, Antwerp) zone. Spain, for its first full year of contribution, was up by 6%. Turkey, sold in early 2022, was down by 26% due to the absence of contango.

The average capacity utilisation rate rose to 93% compared to 91.5%.

The cost structure was well managed (+1.4%), generating EBITDA of €121 million, up 6% compared to 2020 proforma.

Investments during the financial year represented €58 million (including 50% of Antwerp) compared to €71 million and can be broken down as follows:

• •maintenance investments in the consolidated scope: €27 million compared to €32 million;
• •development investments in the consolidated scope: €31 million compared to €40 million.

The free cash flow after tax, financial expenses and maintenance investment amounted to €50 million on an annual basis, which, compared to total equity of €554 million, gives a cash return of 9%.

Due to rounding, the sum of figures in these tables and other documents may not exactly add up to totals and percentages may not accurately reflect absolute values.

In February 2022, as part of the strategic agreement set up between Rubis and HDF Energy, the Group acquired 51% of the shares of Renewstable^® Barbados set up by HDF Energy in Barbados. It is the largest electricity production and hydrogen storage project in the Caribbean to date. This hybrid power plant will provide electricity from solar energy and hydrogen.

The Group does not carry out any transactions in Ukraine or Russia and has no assets in these countries. In addition, it does not source from Ukrainian or Russian suppliers. To date, the Group has not identified any direct exposure to this risk.

On 17 December 2021, Rubis announced the acquisition of Photosol France, one of the independent leaders in photovoltaic energy in France.

Following the completion of the acquisition on 14 April 2022, Rubis holds 80% of Photosol, while the remaining 20% is kept by Photosol's founders and management. This transaction creates the foundation for the development of the Group’s activities in the renewable energy segment, alongside the historical energy distribution activities via Rubis Énergie (Retail & Marketing and Support & Services) and bulk liquid storage via the Rubis Terminal JV.

This new business unit should benefit from Photosol’s strong presence in France and Rubis’ international positioning.

Photosol is one of the leading independent developers and producers of renewable electricity in France with a capacity of 330 MW in operation, 145 MW under construction, an over 3 GW pipeline in projects as at the end of March 2022, and has more than 80 employees.

By retaining a 20% stake, Photosol's founders and senior managers remain committed to the company's development and pursue the objective of increasing installed capacity to 1 GW by 2025 and 2.5 GW by 2030, ensuring compound annual growth of EBITDA (1) of 40% over the 2022-2025 period.

Terms of the transaction and financial impact:

• •Cash payment of €385 million for an 80% stake, full consolidation of Photosol’s net debt of €362 million, with a total impact on Rubis’ consolidated net financial debt of €747 million euros proforma 2021.
• •The acquisition is fully financed by debt, resulting in a net debt/proforma EBITDA ratio of less than 2.5x.
• •In the short term, the acquisition will not have a significant impact on earnings per share (EPS), but Photosol’s EBITDA and contribution to profit will accelerate in the medium and long term.

The Group’s activities are organised around two divisions:

• •the Retail & Marketing business (distribution of petroleum products); and
• •the Support & Services business (trading-supply, shipping and refining).

Rubis SCA also owns 55% of the securities of the Rubis Terminal joint venture, which it controls jointly with its partner and which it accounts for using the equity method (see chapter 1, section 1.5).

The diversity in the Group’s activities and the nature of the products it handles exposes it to risks that are regularly identified, updated and monitored as part of a rigorous management process aimed at mitigating these risks to the fullest extent possible, in accordance with applicable regulations, international standards and professional best practices.

Rubis has identified 15 risk factors related to its activities that it considers to be significant and specific (including risks related to Covid-19, which are the subject of special monitoring). These risks are divided into four categories (section 3.1).

For many years the Group has also implemented internal control procedures (section 3.2) that contribute to controlling its activities and to the effectiveness of its risk management policy.

Finally, regarding residual risks that cannot be completely eliminated, the Group ensures that they are covered by appropriate insurance policies whenever possible (section 3.3).

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

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

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

• •industrial and environmental risks;
• •risks related to the external environment;
• •legal and regulatory risks;
• •financial risks.

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

The description of Rubis’ main risk factors (see below) presents the possible consequences in the event the risk does materialise and provides examples of measures implemented to reduce such consequences. The assessment of the impact and probability level of each risk mentioned takes the control measures implemented (net risk) into account.

Probability

Low ▲ Medium ▲▲ High ▲▲▲

Impact