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.

• 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).

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.

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

Low ● Medium ●● High ●●●

For the following description of internal control procedures, Rubis referred to the French Financial Markets Authority (Autorité des Marchés Financiers - AMF) guide dated 22  July 2010, which sets out a reference framework for risk management and internal control.

However, Rubis adapted the AMF framework’s general principles to fit its business and own characteristics.

Rubis has put in place a certain number of procedures designed to ensure that:

• •its activities comply with laws and regulations;
• •the instructions and strategic goals defined by the corporate bodies of Rubis SCA and its subsidiaries are applied;
• •the Company’s internal processes run smoothly, particularly processes that contribute to safeguarding its assets;
• •financial information is reliable;
• •a process exists for identifying the principal risks tied to the Company’s business;
• •there are tools to prevent fraud and corruption.

Like any internal control system, the system put in place by Rubis cannot provide an absolute guarantee that the Company will be able to achieve its objectives and eliminate all risks.

The procedures described below apply to Rubis Énergie, which is wholly owned by Rubis SCA, and to Rubis Énergie’s sub-subsidiaries.

The Rubis Terminal JV is managed jointly with the partner. The joint venture’s General Management is responsible for setting up and ensuring internal controls (in accounting, financial and risk matters) in accordance with applicable standards and regulations and its shareholders’ expectations. Details about this joint venture are provided in section 3.2.4 of this chapter.

Although it has acquired an international scale, Rubis wishes to remain a decentralised organisation that is close to the field so that it can provide its customers with solutions that are adapted to their needs by having the ability to take the necessary operational decisions quickly. Regular exchanges, conducted whenever necessary, between the Management Board, on the one hand, and the General Management and functional departments of Rubis Énergie and its foreign subsidiaries on the other hand, are the cornerstone of this organisation.

This managerial model gives the Manager of each industrial site or subsidiary a large degree of autonomy for managing his/her activity. However, such a delegation of responsibility is closely tied to complying with established procedures regarding accounting and financial information and risk monitoring, as well as regular controls by Rubis SCA’s relevant departments and by Rubis Énergie’s functional departments (see sections 3.2.2.3 and 3.2.3.2).

Lastly, the Management Board informs Rubis SCA’s Supervisory Board (through its Accounts and Risk Monitoring Committee) of the essential characteristics of the Group’s internal control and risk management procedures. The Supervisory Board ensures that the main identified risks have been taken into account in the Company’s management and that systems designed to ensure the reliability of accounting and financial information are in fact in place (see chapter 5, section 5.3.2).

The Group has taken out several insurance policies in order to offset the financial consequences of materialised risks. The main policies cover both property damage and operating losses as well as civil liability.

Specific policies have also been put in place for the Group’s newly-developed businesses.

Finally, the Group has also taken out a policy covering its General Managers’ civil liability.

Insurance programmes are taken out with leading international insurers and reinsurers. The Group believes that these programmes are suited to the potential risks tied to its activities. However, the Group cannot guarantee that in the event of a claim, and an environmental claim in particular, all financial consequences will be covered by insurance. The Group also cannot guarantee that it will not suffer any losses that are uninsured.

International programmes taken out by Rubis Énergie on behalf of itself and its subsidiaries have been renewed with leading insurers.

The “All Risks except” policy was renegotiated for one year with modified guarantees and a significant increase in premiums.

The Damages guarantee in the event of fire and similar events provides compensation in the amounts of €200 million per claim for terminals and €15 million per claim for service stations. This contractual limit was calculated on the basis of the maximum amount of possible loss.

Our exposure to natural events, particularly in the Caribbean, is covered in the amount of €15 million per claim and per event.

As the deductibles for natural events have increased, a parametric hurricane insurance policy has been set up covering sites in the Caribbean, with compensation capped at €5 million.

In compliance with local laws, for subsidiaries located outside the European Union, Rubis Énergie’s international programme is taken out from our lead insurer’s local network. Rubis Énergie’s policy provides coverage where there are differences in terms and limits.

Rubis Énergie’s programme covers operating liability and post-delivery liability. Coverage amounts to €150 million per claim, all damages included, and the programme has been renewed with the same insurers.

In compliance with local laws, for subsidiaries outside the European Union, Rubis Énergie’s first-line international programme with minimal coverage is taken out from our insurer’s local network. The Group policy provides coverage where there are differences in terms and limits.

The Group environmental liability policy was taken out in 2020 for a term of two years for Rubis Énergie and its subsidiaries. Compensation is capped at €40 million per claim and covers environmental liability, damage to biodiversity and clean-up costs.

Due to its refining activities, SARA continued the contract taken out in 2020 for specific first-line cover for two years in the amount of €20 million per insurance period. The Master programme is a second line insurance.

The aviation liability coverage taken out by Rubis Énergie for its subsidiaries that distribute aviation fuel has been renewed under the same terms in the amount of US$1 billion for risks related to damage caused to third parties during refueling.

Charterer’s civil liability insurance has been taken out for Rubis Énergie’s activities/subsidiaries with a P&I Club, a member of the International Group, with guarantees of US$500 million and US$1 billion in the event of pollution. The six ship-owning companies are covered for their civil liability by the same P&I Club belonging to the International Group.

A Group Cargo insurance policy was renewed to cover damage to goods. It is capped at US$60 million for all Rubis Énergie subsidiaries.

A vessel hull policy has been taken out to cover for damage and machinery breakdown.

A political risk policy (excluding the mandatory pools) has been taken out in the amount of €80 million.

Although it has acquired an international dimension, Rubis has remained a company that is on a human scale which, through a decentralised organisation, encourages professionalism, experience and autonomy of its employees, who assume all the responsibilities tied to their positions, including the management of non-financial risk.Rubis believes that involving Management in CSR issues at all levels of the organisation is key to ensuring the sustainability of its activities (section 4.1.1). To better focus its efforts, the Group has carried out a risk analysis that identified 15 risks as being the most material in terms of its activities (section 4.1.2).

These risks are grouped around five priority issues that underpin the Group’s CSR approach:

• •limiting the environmental impact of its activities (section 4.2.2);
• •operating in a safe environment (section 4.2.3);
• •fighting against climate change (section 4.3);
• •attracting, developing and retaining talents (section 4.4);
• •operating responsibly and with integrity (4.5).

This section includes Rubis’ CSR strategy, in line with the Non-Financial Information Statement (NFIS) requirements provided for by European Directive 2014/95/EU transposed by French Government Order 2017-1180 and implementing decree 2017-1265. This NFIS presents:

• •the main risks related to the Group’s activities(1);
• •the policies implemented to address those risks;
• •monitoring indicators and their results.

A diagram presenting the Group’s business model is available in chapter 1 of this document.

An independent player in the logistics and distribution of petroleum products operating in some 40 countries in Europe, the Caribbean and Africa, Rubis is structured around two divisions operated by Rubis Énergie:

• •Retail & Marketing of petroleum products (fuels, heating fuels, liquefied gases and bitumen);
• •Support & Services backing the distribution activity: trading-supply, shipping and refining.

In addition, Rubis Terminal JV carries out a bulk liquid Storage activity (petroleum and chemical products, biofuels, fertilisers, agri-food products) on behalf of diverse industrial customers.

Rubis’ development strategy is based on specialised market positioning, a robust financial structure and a dynamic acquisition policy. In addition to these commercial and financial elements, the development strategy also incorporates non-financial objectives that allow the Group to pursue sustainable growth. The regularity of the teams’ performance stems from a corporate culture that values entrepreneurial spirit, flexibility, accountability and the embracing of socially responsible conduct. Rubis conducts its activities by implementing a CSR approach that contributes to the United Nations’ Sustainable Development Goals (SDG).

In keeping with its motto: “The will to undertake, the corporate commitment”, Rubis puts human relationships at the heart of its organisation. Individually empowering men and women who contribute to its activities means promoting freedom of initiative and the ethical, social and environmental values that Rubis wishes to see respected by all.

The Group aims to act with professionalism and integrity across its entire scope. This requirement safeguards against any wrongdoing that could be prejudicial to the Group, employees, business relations or to any other external stakeholder, and is reflected in the following principles, detailed in the Rubis Group Code of Ethics (see section 4.5.1):

• •compliance with applicable legislation and regulations;
• •promotion of safety and respect for the environment;
• •respect for individuals;
• •rejection of all forms of corruption;
• •prevention of conflicts of interest and insider trading;
• •compliance with competition rules.

The CSR policy is driven by Rubis SCA’s Managing Director in charge of New Energies, CSR policy and Communication in conjunction with the Managing Partners. She is supported by the CSR & Compliance Department, which is responsible for proposing the CSR policy’s guidelines and leading the CSR approach in coordination with the various departments involved (Climate, HSE, Human Resources, Finance, Legal, and Social Engagement).

Since 2015, part of the Managing Partners' annual variable compensation has been linked to ethics, social and environmental criteria (see chapter 5, section 5.4.2). These criteria are also included in the framework letters that set out the annual objectives of Rubis Énergie’s Senior Managers.

A presentation of the initiatives taken and results obtained is made to the Supervisory Board’s Accounts and Risk Monitoring Committee each year.

The Rubis Terminal JV continues to implement the CSR policy it has defined to date, in line with Rubis’ general principles. In accordance with regulations, as a subsidiary that is 55% owned by Rubis SCA, the Rubis Terminal JV continues to report its annual CSR data to the Group so that they can be included in this Non-Financial Information Statement. However, as this entity is jointly controlled by Rubis SCA and its partner, the CSR policy is now steered and monitored by the joint venture’s Board of Directors, on which Rubis SCA is represented. The joint venture’s CSR objectives are adopted by its Board of Directors. As a shareholder, Rubis SCA ensures that the Rubis Terminal JV complies with CSR standards that are at least equivalent to its own.

Lastly, the Rubis SCA Accounts and Risk Monitoring Committee monitors the analysis of the Group’s main ethical, social and environmental risks and the corrective measures taken to prevent such risks (see chapter 5, section 5.3.2).

Since 2011, the year in which Rubis issued its first CSR report, the Group has been committed to a continuous improvement process in its approach to CSR.

The Group would like to accelerate its CSR trajectory and has taken numerous steps over the past few years to structure and consolidate the foundations of its CSR approach. In 2021, Rubis laid the groundwork for developing its objectives and fully incorporating CSR concerns into its activities, including in particular:

• •publishing its first CSR Roadmap, Think Tomorrow 2022-2025, which includes climate, social, environmental, compliance and societal issues structured around three pillars and 19 indicators (see inset below);
• •defining a clear climate strategy that is based on three pillars (see section 4.3);
• •membership of the United Nations’ Global Compact, reaffirming the Group's attachment to the 10 universally recognised principles regarding protecting human rights and the environment, complying with international labour standards and fighting against corruption;
• •membership of the Sea Cargo Charter, an initiative promoting responsible maritime transport, which is an essential step in the Group’s climate strategy to reduce the carbon footprint of chartered vessels;
• •strengthening our teams in order to guide the implementation of the CSR approach throughout the Group, with the appointment of a CSR point of contact in each business unit.

In September 2021, the Group published its first CSR Roadmap, Think Tomorrow 2022-2025.

By publishing this roadmap, Rubis is bolstering and steering its CSR strategy in line with the United Nations’ Sustainable Development Goals (SDGs). This roadmap was built around three pillars broken down into nine commitments:

• •pillar 1: reducing its environmental footprint;
• •pillar 2: offering a safe and stimulating working environment;
• •pillar 3: contributing to a more virtuous society.

These commitments are combined with 19 objectives and indicators, such as:

• •reducing CO2 emissions resulting from operations: -30% by 2030 (2019 baseline) in scopes 1 and 2 (Rubis Énergie scope, representing 100% of the Group’s consolidated revenues), an objective that was revised upwards compared to the objective communicated previously (-20 % announced in June 2021, same scope) and which will be supplemented by additional objectives such as setting a target for the reduction of scope 3A CO2 emissions in 2022;
• •reducing the number of accidental spills in excess of 200 liters of products with an impact on the environment (number of spills in 2025 < than that of 2020, i.e. 20);
• •reducing occupational accidents with sick leave involving employees and service providers working at our facilities in 2025; frequency rate < 4.5 for employees and a lower number of accidents with sick leave involving service providers;
• •increasing the number of women in senior management: 30% women on average in Management Committees by 2025;
• •training employees about business integrity: 100% of employees trained in ethics and anticorruption by 2023.

Comprehensive information about this roadmap (which has been rolled out in the subsidiaries, which adapt the roadmap according to their local concerns) is available on our website at: https://www.rubis.fr/uploads/attachments/Rubis_CSR%20roadmap_2022_2025-EN.pdf 

Rubis SCA wishes to continue its transparency efforts and to interact more proactively with non-financial rating agencies. In 2021, Rubis’ efforts were recognised by, in particular:

• •MSCI, which renewed Rubis AA rating and positions the Group in the top 7% of its sector;
• •CDP, which awarded Rubis a B score for the Group’s first response to CDP’s Climate Change questionnaire. 
  This places Rubisamong the 25%of companies ranked in the Oil & Gas sector with a score of B or above.
•  

Protecting people and the environment is everyone’s business and a priority for Rubis. As a committed and responsible company, the Group continuously works to protect its environment (section 4.2.2) and seeks to operate safely (section 4.2.3). To manage this approach to quality, health, safety and the environment, the Group has defined a general framework and a governance system has been implemented for each activity (section 4.2.1).

A general framework for quality, health, safety and the environment (QHSE) has been defined in order to prevent risks and to limit the negative impacts of our activities.

The QHSE policy framework, which is referred to in the Group’s Code of Ethics, states that each employee must act responsibly when performing his/her duties, comply with the health, safety and environmental protection procedures on site, and pay particular attention to compliance with these rules by all parties (colleagues, suppliers, external service providers, etc.). This framework constitutes the common foundation for all the Group’s activities.

In order to account for the challenges and risks that are specific to Rubis Énergie’s activities and those of the Rubis Terminal JV, each of them have drawn up their own QHSE policy consistent with the Group’s general principles. These policies clarify the Group’s principles by transposing them into operational requirements. Dedicated governance has been set up for the implementation of these policies.

The main objective of these QHSE policies is to prevent risks in order to better protect physical and environmental integrity and to minimise the impacts of a major accident (see section 4.2.3). This is reflected in the implementation of the measures required to limit incidents as far as possible and thereby reduce the probability of a severe event occurring. In addition, the Group also strives to reduce its environmental footprint (see section 4.2.2).

The implementation of QHSE policies is overseen by facility Managers who are assisted by Rubis Énergie’s and the Rubis Terminal JV’s industrial, technical and HSE Departments. At larger sites, quality and/or HSE engineers are also involved in this process. The Directors of Rubis Énergie’s subsidiaries and their functional departments report on their HSE work at Management Committee meetings that are held within each division twice a year, in the presence of Rubis SCA’s Management Board. The Rubis Terminal JV’s Management reports on the implementation of its HSE policy and its results to its Board of Directors, on which Rubis SCA has representatives.

Rubis Énergie believes that it is essential to protect the health and safety of people and property located in or near its facilities. As such, Rubis Énergie has established a Health, Safety and Environment (HSE) Charter, which requires its affiliated companies to comply with HSE objectives that it considers to be fundamental (and which sometimes go beyond locally applicable regulations) in view of protecting the safety of people and property and to heighten employee awareness about these issues.

These general objectives are to be achieved through the following key measures:

• •disseminating Rubis Énergie’s fundamental HSE principles within the subsidiaries in order to create and strengthen HSE culture;
• •implementing sector-specific best business practices;
• •having document systems established in accordance with “quality” standards ensuring reliability and safety of operations;
• •regularly assessing technological risks;
• •enhancing preventive facility maintenance;
• •regularly inspecting facilities and processes (transportation activities included) and addressing any identified deficiencies;
• •analysing all incidents and proposing to all subsidiaries lessons learned documents on notable events in order to avoid their recurrence;
• •regularly training employees and raising awareness about technological risks.

Depending on the activity, the following actions are also taken:

• •taking care to analyse the state of facilities in light of specific Group standards and local regulations and, as necessary, scheduling work to bring them up to standard;
• •joining the GESIP (Groupe d’Étude de Sécurité des Industries Pétrolières et Chimiques – Group for Safety Research in the Petroleum and Chemical Industries) in order to share lessons learned and implement industry best practices;
• •joining the professional aviation groups/associations JIG and IATA and signature of a Shell Aviation technical support agreement, with the goal of accessing expertise in the reception, storage and transfer of aircraft fuel and in aircraft fueling operations at airports for the relevant Rubis Énergie entities;
• •joining Oil Spill Response Ltd, a company that provides assistance in the event of maritime pollution that may occur during loading/unloading operations at Rubis Énergie’s terminals.

The Rubis Terminal JV’s Management has circulated a document to all its subsidiaries setting out “the principles of Rubis Terminal’s safety culture.”

These principles note, through the commitments made by the joint venture’s Management, that:

• •safety is a core value that must be shared by all employees as a personal value;
• •Managers are responsible for staff safety and must be held accountable.

The Rubis Terminal JV considers that protecting health and safety contributes to the Company’s success and should therefore never be neglected, and that action must be taken upstream to avoid workplace injuries and occupational illness. The Management of each Rubis Terminal JV industrial site has the obligation to ensure that regular audits assessing compliance with safety principles and standards take place. Performance indicators have been put in place in order to trigger and monitor a continuous improvement process with respect to health and safety.

The Rubis Terminal JV’s General Management and that of each facility make an annual commitment to employees, customers, suppliers, governments and local residents, pledging to apply a QHSE policy that incorporates safety improvement targets specific to each site. Managers also agree to adhere to recognised international QHSE standards, which are set out below.

Finally, the Rubis Terminal JV has committed to a multi-year quantified programme for reducing its energy consumption and its CO2 and atmospheric emissions by circulating internally a document entitled “Group objectives for environmental impacts and energy consumption” to limit its environmental footprint. The document sets out objectives for reducing greenhouse gas emissions, energy and water consumption, and waste management, the results of which are presented in the corresponding sections of this chapter (section 4.3.4.3 regarding the activity’s carbon intensity, section 4.2.2.3.1 regarding water consumption and section 4.2.2.3.2 regarding waste management).

The following actions are also implemented:

• •monitoring of programmes such as HACCP or GMP+ (see table below), under which the Rubis Terminal JV has committed to complying with the sector’s regulatory provisions and professional recommendations for its various activities, comparing its practices with best industrial practices and to constantly seek to improve its performance in the areas of safety, health and environmental protection;
• •regarding the Rubis Terminal JV’s chemical product storage depots, joining the Chemical Distribution Institute – Terminals (CDI-T), a non-profit foundation working to improve safety at industrial sites in the chemicals industry.

Certain operated sites are certified, particularly those classified as Seveso.

The Group recognises the importance and urgency of the fight against climate change and is well aware of the challenges facing its sector in terms of energy transition. The oil and gas sector plays a key role in energy access, and energy is essential to meeting people’s basic needs (transportation, heating, keeping cool, lighting, cooking) and supporting their development. Nevertheless, even today, a large proportion of the population in many of the regions in which Rubis operates (Africa in particular) is deprived of access to energy.

The changing expectations of society and the need to reduce greenhouse gas emissions worldwide are thus leading the Group to strike the right balance by taking into account:

• •on the one hand, the need to contribute to the fight against climate change by reducing the CO2 emissions tied to its activities; and
• •on the other hand, the expectations of those who want access to affordable and reliable energy so they can meet their essential needs and the social-economic impacts of energy transition. Rubis therefore has a role to play in ensuring that this transition is as just as possible.

The CSR Roadmap, Think Tomorrow 2022-2025, published by the Group in September 2021 includes the Group’s climate objectives (see section 4.3.4).

This section is structured in accordance with the recommendations of the Task Force on Climate-Related Finance Disclosures (TCFD) (see correspondence table at the end of this section, 4.3.5).

Rubis has set up a structured governance system involving all levels of management to ensure that these climate challenges are fully incorporated into the Group’s strategy.

The position of Managing Director in charge of New Energies, CSR and Communication was created at Rubis SCA. The Managing Director is a member of the Group’s Management Committee and is responsible for these issues.

The Managing Director also chairs the Climate Committee, which met four times in 2021. This Committee is made up of Rubis’ CSR Director & Chief Compliance Officer, Rubis Énergie’s General Management and its Finance, CSR, HSE and Risk-Resources Directors (Rubis Énergie is the main contributor to the Group’s carbon emissions), and a representative of the Rubis Terminal JV. Rubis Énergie’s Climate & New Energy team, which was created in 2020, provides input to the Climate Committee and coordinates the operational efforts made by all the Group’s subsidiaries. The Committee’s key role is to:

• •monitor the Climate action plan, which is based around the three pillars, “measure, reduce, contribute to carbon neutrality”;
• •monitor changes in the carbon footprint and the avenues to reduce it; and
• •propose solutions for the transition to low-carbon growth in the distribution of energy products.

The principal players in this transition are trained in carbon accounting techniques and climate challenges. For example, in October 2021, Managers and certain key functions at Rubis Énergie participated in climate training organised by IFP Énergies Nouvelles.

Rubis SCA’s Supervisory Board is responsible for monitoring of the Group’s climate strategy and performance. In the framework of its work on this subject, the Supervisory Board relies on its specialised Committee, the Accounts and Risk Monitoring Committee. At meetings held in March and September 2021, the Committee examined the Group’s current climate challenges, including a review of the presentation of the climate risk factor included in the risk factors published by the Group, the presentation of CO2 emission reduction targets, and a progress report on the work carried out in respect of the European taxonomy on “adaptation to climate change” and “mitigating climate change” objectives. The Supervisory Board was also informed about Rubis’ strategy for developing in the area of renewable energies (acquisition of a stake in HDF Energy, acquisition of Photosol) and about the launch of an assessment of measures for decarbonising Rubis’ activities that was commenced in 2021.

The importance the Group attaches to climate issues is reflected in, among other things, the inclusion since financial year 2019 of an energy efficiency performance criterion that is considered when allocating annual variable compensation to the Managing Partners. This criterion is based on meeting targets that aim to improve the carbon intensity (operational efficiency) of the Retail & Marketing and Support & Services activities (Rubis Énergie). The satisfaction of this criterion is verified by the Group’s Compensation and Appointments Committee each year and is submitted to Annual Shareholders’ Meetings for approval.

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. To do so, Rubis focuses its efforts on promoting diversity and equal opportunities (section 4.4.1), employee skills development (section 4.4.2), health, safety and well-being at work (section 4.4.3) and involving employees in the Group's value creation (section 4.4.4).

Group risk mapping has identified the main human resources risks related to the Group’s activities. These risks mainly concern the health and safety of employees and external service providers working at Group sites. Apart from these risks, a key challenge relating to human resource management was identified by the relevant Management in each division: attracting, developing and retaining talent while the Group grows and where human resources must be adapted to Rubis’ development strategy. This challenge is dealt with in this chapter.

In line with its corporate culture and in order to make the most of its human capital and better address the specificities involved in the Group’s activities, the deployment of Rubis' human resources policy has been decentralised. Rubis Énergie, its subsidiaries and the Rubis Terminal JV manage their human resources autonomously in line with Rubis’s values and implement local actions adapted to their needs and challenges.

In addition, in order to support skills development and foster internal mobility, a project relating to establishing a process for identifying and supporting Talents was initiated within Rubis Énergie at the end of 2021. It should be implemented starting in 2023.

As of 31 December 2021, the Group had 4,335 employees, including 626 at the Rubis Terminal JV, a 39.4% increase compared to 2020 subsequent to the integration of Tepsa. Within Rubis Énergie, headcount increased in the Africa zone in particular (+5.25%).

The Group’s shipping activity requires the use of crews who are hired through temp agencies or under a limited term employment agreement. At 31 December 2020, the number of crew members who had signed an employment contract with a Group entity (under international temporary contracts) stood at 84. These non-permanent workers are not taken into account in the published social metrics. However, Rubis is particularly careful to ensure that the working conditions of these crews comply with ILO conventions applicable them (see section 4.5.1.1).

Operating its businesses responsibly and with integrity is a core issue for Rubis in terms of fulfilling its commitments and protecting its image, reputation and employees. The Group is built on values that have fashioned its culture and driven its success: integrity, respect for others, professionalism and trust are all principles that the Group aims to apply across all its activities to ensure its sustainability. These internal principles, which are rooted in its strong corporate culture, also encourage employees to become involved in the social and economic fabric surrounding them by adopting responsible and supportive behavior.

Because the Group is present in over 40 countries in Europe, the Caribbean and Africa, the prevention of corruption is a major issue for the Group (section 4.4.1.1). The Group also endeavors to extend its principles of responsibility to its value chain and to gradually introduce a responsible purchasing policy with the aim of having common standards for leading by example (section 4.4.1.2). Lastly, the Group’s subsidiaries attach great importance to dialoguing with stakeholders and encouraging momentum in the regions where they operate, both in terms of the economy and employment and in terms of culture and community living (section 4.4.2).

The Group considers ethics to be an asset that is key to its reputation and loyalty. Integrity is one of the central pillars of the Group’s approach to ethics (section 4.4.1.1), as is the Group’s commitment to respecting its employees’ fundamental rights (section 4.4.1.2).

“Personal integrity is key to ensuring exemplary collective behavior. It is a safeguard against wrongdoing that could harm the Company, employees, business relationships or any other external public or private actor.”

Gilles Gobin and Jacques Riou,

Managing Partners of the Rubis Group

Extract from the Code of Ethics

Collective and individual commitment is indispensable to adopting ethical behaviors that meet the Group’s values. To ensure that the rules of conduct are shared and complied with by all, Rubis has included within in its Code of Ethics a common framework for all its subsidiaries, including the Rubis Terminal JV.

This Code of Ethics (which is accessible to the public through the Group’s website: www.rubis.fr/en) lays down the values that Rubis considers to be fundamental:

• •compliance with applicable laws and regulations wherever the Group operates;
• •fighting against corruption, fraud, misappropriation of funds and money laundering;
• •preventing conflicts of interest;
• •complying with competition, confidentiality and insider trading rules, as well as with specific laws that apply to war and/or embargo zones;
• •respecting individuals, including by observing fundamental rights and human dignity, safeguarding privacy, and fighting against discrimination and harassment;
• •complying with workplace health and safety rules and environmental protection rules;
• •managing relationships with external service providers;
• •reliability, transparency and auditability of accounting and financial information;
• •protecting the Group’s image and reputation.

In each of these areas, the Rubis Code of Ethics details the general principles that employees must observe while performing their duties. The Code of Ethics is furnished to new arrivals. Subsidiaries organise training sessions to explain the Code’s contents and to answer employees’ questions. Rubis SCA’s CSR & Compliance Department is the point of contact for subsidiaries and employees on ethics issues.

In line with its values and applicable legislation, and in particular the law on transparency, fighting corruption and modernising the economy of 9 December 2016 (known as the “Sapin II law”), Rubis is putting into practice its commitment to fight against corruption in all its forms as described in its Code of Ethics, by gradually introducing a comprehensive anticorruption programme. To date, this programme is made up of the following measures:

• •a guide to applying the anticorruption policy that supplements the Code of Ethics. This guide (which is accessible to the public on the Group’s website: www.rubis.fr) aims to help the most exposed senior executives and employees identify at-risk situations and adopt the related practical preventive measures. The guide was updated in 2021 to make it more educational and to take into account the results of corruption risk mapping;
• •third-party assessment guidelines, to help operating staff identify third parties that may present risks, perform appropriate due diligence and implement suitable measures. These guidelines are being updated;
• •corruption risk mapping: this analysis was conducted at the operating entity level by subsidiary Managers based on a methodological guide and meetings involving the subsidiaries’ core functions (purchasing, sales, operations, HR, finance, compliance, etc.). A one-day seminar bringing together all the subsidiaries’ Compliance Advisors was organised in November 2019 to familiarise them with the mapping methodology. Risk hierarchisation resulted in an additional review in 2020. This mapping process resulted in the identification of action plans. Since 2021, the risk mapping of the operational entities is reviewed each year and is fully updated every three years at a minimum;
• •regular awareness and training campaigns in respect of ethics and anticorruption rules in all Group subsidiaries aimed at employees in the most sensitive positions and, in some subsidiaries, for all employees. Remote training sessions were maintained in 2021, despite the health situation linked to the pandemic. An online training module (e-learning) on preventing and detecting corruption will be made available to the Group’s operational entities in the first quarter of 2022. More targeted training initiatives were held periodically for Compliance Advisors (Group Compliance Seminar) and for Group General Managers and Directors of Rubis Énergie subsidiaries. Lastly, a communication tool was rolled out across the Group for the third consecutive year on International Anticorruption Day, which is celebrated on 9 December each year, to reiterate the Group’s commitments to fighting corruption;
• •a global whistleblowing system, the Rubis Integrity Line, was established in 2018 and has been rolled out in all Group entities. It allows all Group employees and external and occasional employees to securely and confidentially make a report using an outsourced internet platform. These reports can relate to acts of corruption or other ethical issues (environment, security, fraud, personal data, human rights, etc.) and, more generally, to any situation or conduct that may be contrary to the Code of Ethics. The system’s overall architecture was designed to provide a means of filing these reports and processing them internally, while ensuring complete confidentiality. The rules that govern the use of the Integrity Line set out whistleblowers’ rights and responsibilities so that the system can operate smoothly in a climate of trust. In particular, in the rules, the Group reminds users that whistleblowers will be protected against any retaliation. To support the rollout of the Integrity Line, an educational kit was distributed to the Compliance Advisors, and communication initiatives are carried out regularly (“Think Compliance” newsletter, subsidiary newsletters, training, etc.). In 2021, the Group received 11 reports via the system, seven of which related to HR issues, three of which related to potential conflicts of interest and one of which related to alleged non-compliance with commitment authority;
• •modification of entities’ internal regulations or employee handbooks (after informing/consulting staff representative bodies where appropriate) to include specific language stating that a failure to comply with the Code of Ethics or the anticorruption policy may lead to disciplinary sanctions. In 2021, 20 disciplinary actions (including 15 in two subsidiaries) were taken for fraud or non-compliance with anticorruption rules, some of which resulted in dismissals;
• •an internal accounting control framework (see chapter 3, section 3.2);
• •assessing that the programme’s measures are being implemented: the internal control risk management system (described in chapter 3, section 3.2.3) includes checks on the application of the Group’s main ethics and anticorruption rules. In addition, each subsidiary reports annually to the Group CSR Director & Chief Compliance Officer on the progress of the programme’s deployment. The digital non-financial data collection platform has been used since 2020 for this reporting in order to improve the reliability of the reported information.

The Group and its management bodies have made the prevention of corruption one of their priorities. Since 2016, the Managing Partners' variable compensation includes an ethics criterion that relates to the implementation of the programme across all entities. 

The Group’s CSR Roadmap, Think Tomorrow 2022-2025 (which is publicly accessible on the Group’s website at www.rubis.fr) announced in 2021 includes compliance within its third pillar, “Contributing to a more virtuous society”. In particular, the Roadmap sets the target of having 100% of employees trained in ethics and anticorruption by 2023.

In 2021, 78% of the subsidiaries’ General Managers indicated they had participated in an internal anticorruption initiative or event.

A specific organisation was put in place to support the roll out and monitoring of the anticorruption programme:

• •the Group CSR Director & Chief Compliance Officer, who reports to the Managing Director in charge of New Energies, CSR policy and Communication and to Rubis’ Corporate Secretary, and whose main role is to define the Group’s policies and procedures in the area of ethics and compliance and to support, together with the entities, the deployment and implementation of these policies and procedures within the Group. The Group CSR Director & Chief Compliance Officer proposes enhancements to the programme by incorporating strategic issues, best practices and regulatory developments, and regularly reports on her work to the Managing Partners and to the Accounts and Risk Monitoring Committee;
• •Rubis Énergie’s and the Rubis Terminal JV’s Compliance Managers, who roll out the programme within their divisions and address operational issues, if necessary, in conjunction with the Group’s Head of CSR & Compliance;
• •the 35 Compliance Advisors, who are appointed within operating entities, ensure that the anticorruption policy is properly understood and applied.

Tools have been provided to coordinate this compliance network and to support Compliance Advisors in their work, including practical fact sheets on how to deal with gifts and invitations and manage conflicts of interest and Integrity Line training materials for employees. The “Think Compliance” newsletter was launched in late 2018 to support the promotion of a compliance culture within the Group. Two editions were distributed in 2021.

The Group is committed to a continuous improvement approach and supplements its anticorruption programme in view of changes in legislation and best practices.

The main internal fraud risk lies in the theft or misappropriation of products. Therefore, over several years the Group has established strict measures to verify production volumes (such as the automation of transfer stations to reduce human involvement as much as possible, inventory gap checks, and upgrades of control systems).

Finally, the increase in external fraud attempts (CEO impersonation and hacking for instance) has prompted the Group to strengthen its information campaign with the aim of raising the awareness of all employees who are likely to be approached (accounting, financial or legal functions) so that this type of fraud can be combatted more effectively.

In terms of IT security, the Group and its subsidiaries constantly work to achieve innovative cybersecurity solutions by using European tools and complying with ANSSI directives, as well as those of its various partners. These actions relate to data protection and protecting production information systems. The Group trains its employees on detecting fraudulent emails (phishing for example) and on suspicious activity at workstations. Strong and secure authentication solutions for production resources with constant flow analysis systems are also implemented.

The amount of taxes recorded by the Rubis Group (excluding the Rubis Terminal JV) in respect of financial year 2021 amounted to €188 million.

Group companies ensure that tax returns and payments are submitted in accordance with local regulations. They complete the tax returns required in the jurisdictions in which the Group operates its businesses. Rubis has opted for tax consolidation in France since 1 January 2001 (see note 3.10 to the separate financial statements). In accordance with its legal obligations, Rubis carried out its country-by-country reporting by reporting the breakdown of its profits, taxes and activities by tax jurisdiction and established the transfer pricing documentation applicable among Group companies (Transfer Pricing Documentation – Master File).

The Group does not have any subsidiaries that are not underpinned by economic activities (essentially, local commercial operations). In particular, the Group’s presence in the Caribbean and the Channel Islands through Rubis Énergie concerns the petroleum products distribution business; Rubis supplies these islands with the energy sources they need to operate and, for example, manages the largest automotive fuel distribution network in the Caribbean Islands and Bermuda and distributes 100,000 m3 of petroleum products per year in the Channel Islands.

Respecting human rights is above all about promoting a model of a responsible employer that protects the fundamental rights of all Group employees in all countries where the Group has a presence. In addition to its legal obligations, Rubis advocates for the respect of individuals as a management principle and prohibits harassment and discrimination. These values are enshrined in the Code of Ethics put in place in 2015, which is distributed to employees.

In practical terms, the Group ensures that in all countries where it operates its human resources policy complies with the principles relating to human rights at work as set out in the International Labour Organisation’s fundamental conventions in the areas of:

• •freedom of association and collective bargaining;
• •eliminating discrimination in hiring and professional discrimination;
• •eliminating forced or compulsory labour;
• •abolishing child labour.

In 2021, the Group joined the United Nation’s Global Compact in order to reaffirm its commitment to integrating and promoting the principles of protecting human rights, complying with international labour and environmental protection standards and combatting corruption.

In 2020, the Group’s CSR & Compliance Department, in conjunction with Rubis Énergie’s operational management, conducted an analysis of modern slavery risks in its value chain in order to ensure that adequate preventive measures are in place. This analysis will be supplemented in 2022 by a broader mapping of the human rights challenges in the Group’s activities.

Preventing the risk of forced labour in the shipping business is a major focus. A crew management manual drawn up by the Rubis subsidiary in charge of managing wholly owned vessels sets detailed standards to be complied with in terms of crew recruitment and working conditions (under a temporary international contract with a Group entity), in line with the principles of the ILO Maritime Labour Convention, which include the rejection of forced labour. Enhanced vigilance is exercised when dealing with crew recruitment agencies. Contracts with these agencies include specific clauses relating to the obligation to comply with international standards, and the ILO Maritime Labour Convention in particular. Annual audits are carried out on these recruitment agencies. For chartered vessels, the services of a leading vetting company are used. Compliance with the Maritime Labour Convention is included in the pre-approval criteria for each vessel.

As regards the working conditions of service station managers, who are not Group employees, an initial assessment has been carried out on two subsidiaries with service station networks in two countries that are particularly exposed, Madagascar and Haiti. No cases of forced or child labour were identified by the commercial inspectors, who regularly inspect service stations, sometimes unannounced. An ethics clause, in which the service station operator undertakes to comply with Rubis’ ethics rules, including compliance with applicable Labour laws, the prohibition of forced or child labour, and compliance with employee health and safety rules, is included in certain contracts and must be systematically included when renewing or signing new contracts.

The Group’s whistleblowing line, Rubis Integrity Line, which has been rolled out across all Group entities, is available not only to Rubis employees but also to external and occasional workers and enables them to report non-compliance with rules in a strictly confidential way (see the "Fighting corruption” section on the previous page). The deployment of the line to reach external employees, including the employees of service station managers, must be strengthened.

In addition, the Group ensures that systems for protecting the health and safety of all persons working within in subsidiaries are in place (see section 4.2.3.2.1).

The main suppliers of Rubis’ subsidiaries are equipment suppliers and service providers, mainly in logistics (transport, operations).

The Code of Ethics stipulates that employees have an oversight mission and are to ensure within that context that third parties properly apply the Group’s standards when working on Group sites. If the situation so requires, employees must conduct awareness or training actions and, if ethics rules are violated, advise their line managers.

The Code of Ethics also specifies that the Group’s subsidiaries must require that the external service providers with which they work (suppliers, subcontractors, industrial or commercial partners) comply with internal standards related to safety, environmental protection and respect for individuals in particular.

Any finding of a breach of the Group’s ethical standards must be communicated to the line Manager and/or the Management of the subsidiary or facility as quickly as possible.

Rubis’ CSR Roadmap, Think Tomorrow 2022-2025, (accessible on the Group’s website:: https://www.rubis.fr/uploads/attachments/Rubis_CSR%20roadmap_2022_ 2025-EN.pdf) published in 2021 notably provides for a target of adopting a sustainable purchasing charter which would make it mandatory to include CSR criteria when selecting suppliers and service providers for capex and the Company’s most significant projects.

Lastly, to avoid conflicts of interest, the Code of Ethics specifies that an employee must not (i) acquire a significant interest in a supplier, or in a company or group to which a relative or family of the supplier belongs and with which Rubis has conflicting interests, or (ii) accept any gifts or hospitality that does not comply with the Group’s rules on the subject. These rules are detailed in dedicated practical information sheets.

The provision of services and supplies used on Rubis Terminal’s industrial sites is governed by the Group’s social and environmental policy (see section 4.2.1).

Rubis’ subsidiaries factor health, safety and environmental issues into the process of selecting solutions from their suppliers when such companies work at their facilities. The subsidiaries therefore favour practices that reduce energy consumption and waste generation, all while guaranteeing optimal security. This is the case in the choice of heating by heat pump that was made for newly built buildings for the Rubis Terminal JV.

The Rubis Terminal JV has set itself the target each year of having all orders fulfilled under terms containing a CSR criterion: all of the JV’s service providers that work with personnel on its industrial sites are selected using HSE criteria as a minimum. In addition, the Rubis Terminal JV responded to the Ecovadis questionnaire in 2021 and is awaiting the results. Rubis Énergie, which does not have a centralised purchasing department, is considering setting up a target as part of the definition of the Group’s CSR Roadmap.

Contracts also stipulate that suppliers must comply with applicable Labour laws, including the fight against illegal employment and respect of working hours.

Third-party assessment guidelines also provide for ethics risk assessments of their main trading partners, including suppliers and service providers.

The Group ensures that its suppliers, which generally operate nationwide or internationally, are certified whenever possible and that they comply with the stringent regulations liable to be imposed on them (transportation of hazardous materials, manufacturing of pressurised equipment, etc.).

This section contains a description of methodology and a cross-reference table designed to facilitate understanding of CSR information. Accordingly, it was decided to present the scope and methods for reporting CSR information and the key definitions contained in the internal standards on reporting labour and environmental information. These clarifications will enable the reader to have a more precise understanding of each information item’s scope and relevance.

The rules relating to an entity’s date of inclusion within and exit from the CSR scope are defined as follows:

• •any acquisition of an entity (external to the Group) is included in the CSR reporting scope starting the first full financial year occurring after the entity is included in the financial scope, at the earliest. This rule allows HR processes, safety standards and Group commitments to be better integrated within the acquired entity, along with the corresponding monitoring indicators;
• •unless otherwise indicated, the CSR data of an entity that was sold or liquidated during the financial year is excluded from CSR reporting for the entire fiscal year in which it was sold or liquidated.

The reporting scope for environmental information corresponds to the Group’s financial scope unless expressly stated otherwise. Controlled companies are fully consolidated, with the exception of data relating to the greenhouse gases emissions (see below).

Environmental data for the Rubis Terminal JV, which is jointly controlled by Rubis SCA and its partner and accounted for using the equity method, are presented both at 100% and in accordance with the percentage of capital held by Rubis SCA (55%).

The exact scope of reporting of environmental data may vary according to the environmental indicators, depending on their relevance and the accounting methods applied. The environmental data is collected at the legal entity level.

Environmental data is published by activity. Figures are published for the activities that have the most significant environmental impacts (Support & Services activities at Rubis Énergie and the activities of the Rubis Terminal JV).

The greenhouse gases emissions from the Group’s activities and the greenhouse gases emissions related to the use by customers of products sold for final use have been evaluated and are published for all the entities in the financial scope of consolidation, with the exception of Rubis SCA/Rubis Patrimoine due to their immaterial impact (24 employees, no operating activity). In accordance with the principles of the GHG Protocol, this data is proportionally consolidated by applying the percentage of the stake held.

Unless expressly stated otherwise, the reporting scope for social information corresponds to the Group’s financial scope of consolidation. Controlled companies are fully consolidated.

Social data regarding the Rubis Terminal JV, which is jointly controlled by Rubis SCA and its partner and accounted for using the equity method, are presented at the rate of 100%.

The information for Rubis SCA/Rubis Patrimoine, Rubis Énergie (Retail & Marketing and Support & Services activities) and the Rubis Terminal JV is presented separately and/or by region.

The exact scope of social data reporting may vary according to the social indicators, depending on their relevance and the accounting methods applied. Social data is collected at the legal entity level.

Moreover, the shipping activity requires the use of crews hired under temporary contracts. These non-permanent employees of the Group (84 individuals in 2021) are not taken into account when monitoring published social indicators.

The reporting scope for societal and ethics information corresponds to the Group’s financial scope of consolidation. The applicable reporting method is proportional consolidation (percentage of stake held). The societal/ethics data are collected at the business unit level.

This is a free translation into English of the Independent Third-Party’s report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Management Board,

In our capacity as an Independent Third Party, member of Mazars Group, statutory auditors of Rubis Group and accredited by COFRAC Inspection under number 3-1058 (scope of accreditation available on www.cofrac.fr), we carried out work aimed at formulating a reasoned opinion that expresses a limited level of assurance on the historical information (observed and extrapolated) of the consolidated extra-financial performance statement, prepared in accordance with the entity’s procedures (hereinafter the “Statement") for the financial year ended December 31, 2021 (hereinafter respectively the "Information" and the "Statement"), presented in the management report of the group in application of the provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the Commercial Code.

Based on the procedures we performed, as described in the "Nature and scope of our work” and the evidence we collected, nothing has come to our attention that causes us to believe that the consolidated non-financial statement is not presented in accordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects.

(Established pursuant to Article L. 22-10-78 of the French Commercial Code)

This report on corporate governance was prepared by the Supervisory Board in accordance with Article L. 22-10-78 of the French Commercial Code. The Supervisory Board approved this report at its meeting held on 10 March 2022. This report is attached to the management report.

When drafting this report, the Supervisory Board referred to information and documents obtained from the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee, discussions with Rubis’ Management Board and its Finance, Legal, Consolidation and accounting departments, and support from Rubis’ Secretary to the Board.

The Company refers to the Afep-Medef Corporate Governance Code for listed companies as updated in January 2020 (hereinafter the “Afep-Medef Code”). This Code is available on the websites of the Company (www.rubis.fr), Afep (www.afep.com) and Medef (www.medef.com).

The Company has always strived to comply with the Afep-Medef Code’s recommendations within the limits of the particularities stemming from its legal form as a Partnership Limited by Shares and the resulting provisions of its by-laws.

The recommendations that were not fully implemented in 2021 and the explanations provided by the Company are set out in the table below.

The Company is managed by the Management Board, which is composed of four Managing Partners: Gilles Gobin and the companies Sorgema, Agena and GR Partenaires. All Managing Partners other than Agena are General Partners and as such have unlimited joint and several liability from their personal assets for Rubis’ debts. This feature, which results from the legal form of Partnership Limited by Shares under which the Company is constituted, provides shareholders with the guarantee of extreme care in the management and administration of the Company (particularly with regard to risk management).

Gilles Gobin is Statutory Managing Partner. Sorgema, Agena and GR Partenaires are non-Statutory Managing Partners. Jacques Riou is the legal representative of Agena.

As of 31 December 2021, the Managing Partners, in their direct and indirect capacity as General Partners, held 2,352,337 shares of the Company (representing approximately 2.29% of the share capital) due to General Partners’ commitment to reinvest 50% of their dividends into shares.

The Managing Partners have the broadest powers to run and manage the Company. In accordance with legal provisions, they manage the Company by taking into consideration the social and environmental issues connected to the Company’s business.

The Managing Partners represent and bind the Company in its relationships with third parties within the limits set by its corporate purpose and subject to the duties assigned by law to the Supervisory Board and Shareholders’ Meetings.

Thus, the Rubis SCA Managing Partners make the following decisions for the Company and its wholly owned subsidiary and division head Rubis Énergie:

• •strategy development;
• •manage development;
• •risk management;
• •closing of the separate and consolidated financial statements of the Group;
• •setting along with the subsidiaries’ General Management the key management decisions resulting from the strategy and monitoring their implementation by the parent company and subsidiaries.

In exercising their management authority, the Managing Partners are supported by Rubis Énergie’s General Managers and the heads of Rubis Énergie’s operating subsidiaries.

In addition, jointly with Cube Storage Europe HoldCo Ltd, the Managing Partners are responsible for the management of their joint subsidiary RT Invest (55% owned by Rubis SCA), with the support of RT Invest’s General Managers and the heads of RT Invest’s operating subsidiaries.

In 2021, the Management Board met 25 times. Meetings focused primarily on the following topics:

• •closing of the annual and half-year separate and consolidated financial statements;
• •authorisation to sign credit facility agreements with financial institutions;
• •calling of the Shareholders’ Meeting of 10 June 2021 and determination of the meeting agenda;
• •authorisation to acquire up to 80% of the shares making up the capital of Photosol France and Photosol Hermitage;
• •issuance (without preferential subscription rights) of 4,440,000 equity warrants to Crédit Agricole Corporate and Investment Bank;
• •authorisation to sign mandates with Exane BNP Paribas in the context of the share buyback programme;
• •formal acknowledgement of the capital reductions by way of the cancellation of shares acquired by the Company under the share buyback programme;
• •implementation of two performance share plans and a stock option plan;
• •implementation of a capital increase reserved for Group employees;
• •acknowledgement of capital increases resulting from employee subscriptions to the capital increase reserved for employees, the reinvestment of dividends in shares by shareholders, the creation of preferred shares and the conversion of preferred shares into ordinary shares.

As the Management Board is composed of four members, three of whom are legal entities, the continuity of the General Management is ensured.

In addition, Articles 20 and 21 of the Company's by-laws provide that the appointment of any new Managing Partner is the responsibility of the General Partners. If he/she is not a General Partner, his/her appointment requires the approval of the Shareholders’ Meeting. 

In this context, the General Partners have for several years organised a succession plan for the Management Board that respects the entrepreneurial and family nature of the Company. In order to ensure a succession under optimal conditions, measures have been put in place to enable future executives to acquire a thorough knowledge of the Group, its activities and its environment within the subsidiaries. 

Thus, after having spent 10 years holding various operational roles within the Group, Clarisse Gobin-Swiecznik was appointed Managing Director in charge of New Energies, CSR and Communication at the end of 2020. She will be called to the Management Board in the near future. 

The Management Board informs the Supervisory Board and the Compensation and Appointments Committee of this succession plan.

Supervisory Board members are appointed for a term of no more than three years by the Shareholders’ Meeting. The General Partners may not take part in their appointment. The General Partners and the Managing Partners may not be members of the Supervisory Board. No member of the Supervisory Board holds or has held an executive position within the Group. As the thresholds set out in Article L. 225-79-2 of the French Commercial Code have not been met, the Supervisory Board does not have any employee representatives as members.

The Supervisory Board appoints its Chair from among its members. The Chairman prepares, organises, and leads the work of the Supervisory Board.

The by-laws set the age limit for Supervisory Board members at 75 years. If the number of members of the Supervisory Board aged over 70 years old exceeds one-third of the members, the member aged 75 is deemed to have resigned at the close of the next Shareholders’ Meeting (in its ordinary form).

The by-laws provide that each member of the Supervisory Board must hold a minimum of 100 shares of the Company. The Supervisory Board’s internal regulations supplement this provision by specifying that each member of the Supervisory Board must allocate half of the compensation he/she receives to the acquisition of Rubis shares until he/she holds 250 shares. At 31 December 2021, the members of the Supervisory Board held 142,534 shares of the Company (representing approximately 0.14% of the share capital).

During the year under review, the reappointments of Laure Grimonpret-Tahon, Hervé Claquin and Erik Pointillar and the appointment of Nils Christian Bergene were approved by the Shareholders’ Meeting of 10 June 2021.

As of 10 March 2022, the Supervisory Board was composed of 10 members, including five women (50%), five independent members (50%), and one member of foreign nationality (10%).

The terms of office of Marie-Hélène Dessailly, Carole Fiquemont, Aurélie Goulard-Lechevalier, Chantal Mazzacurati and Marc-Olivier Laurent expire at the close of the 2022 Shareholders’ Meeting. 

The Supervisory Board meeting of 10 March 2022 decided to present the renewal of the appointments of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent, but, considering the age limit set in the by-laws, not to renew the appoint of Marie-Hélène Dessailly. Moreover, in accordance with her wish, Aurélie Goulard-Lechevalier will neither be presented for reappointment.

Upon proposal of the Compensation and Appointments Committe (following a process of selection led by a specialised search firm), the Supervisory Board also decided to present the appointments of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa as Supervisory Board Members to the 2022 Shareholders' Meeting. 

The Supervisory Board, having reviewed the work and the opinion of the Compensation and Appointments Committee, considered that Carole Fiquemont, Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa met the independence criteria set by the Company and should therefore be qualified as independent.

Thus, at the close of the 2022 Shareholders’ Meeting, subject to the reappointment of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent and the appointment of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa and after taking into account that the appointments of Marie-Hélène Dessailly and Aurélie Goulard-Lechevalier will not be renewed, the Supervisory Board will be made up of 11 members, of whom five will be women (45%), six will be independent (55%) and two will be foreign nationals (18%).

In 2022, the Supervisory Board considered that the objective of changing its composition should take precedence over the sequencing of terms of office in order to comply with the independence rates and the diversity policy. However, the Supervisory Board has committed to take into consideration the expectations expressed by certain investors on a balanced sequencing of terms over the next several years.

(subject to the reappointment of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent and the appointment of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa).