Rubis is a partnership limited by shares registered and domiciled in France. Its registered office is located at 46, rue Boissière 75116 Paris, France.

Rubis SCA is a parent holding company of the Rubis Group (“the Group”).

The Rubis Group operates two businesses in the energy sector:

• •the Retail & Marketing activity, which specialises in the distribution of fuels (in service stations or to professionals), lubricants, liquefied gas and bitumen;
• •the Support & Services activity, which houses all infrastructure, transportation, supply and services activities that support the development of downstream distribution and marketing activities.

Rubis SCA also holds a stake in the Rubis Terminal joint venture, which specialises in bulk liquid storage (fuels, chemicals and agrifood products) for commercial and industrial customers.

The Group is present in Europe, Africa and the Caribbean.

The performance of the Company’s subsidiaries continued to be impacted, albeit only marginally, by Covid-19 during 2021. The Company has, however, included this event in the assessment of the value in use of its equity interests. As the latter remains higher than the carrying amount of the securities held, no impairment was recognised.

The Company has not made use of the French government support schemes.

The financial statements as of 31 December 2021 have been prepared and presented in accordance with the accounting policies, standards and methods in force in France pursuant to the provisions of the general chart of accounts (PCG) (ANC Regulation 2014-03 on the PCG).

The accounting conventions for the preparation and presentation of the separate financial statements were applied in accordance with the principle of prudence, and the following basic assumptions:

• •going concern;
• •consistency of accounting policies from one financial year to the next;
• •independence of financial years.

Only significant information is mentioned.

The valuation rule used to prepare these financial statements is that of historical cost.

The annual financial statements of Rubis SCA are presented in thousands of euros.

Property, plant and equipment and intangible assets are valued at their acquisition cost.

Acquisition cost includes the purchase price, as well as all costs directly attributable to the acquisition of the assets in question. Acquisition expenses (transfer taxes, fees, etc.) are recognised directly as expenses.

Depreciation is calculated according to the pattern of consumption of the economic benefits expected from the asset. In this respect, depreciation is calculated according to the straight-line method as follows:

When a fixed asset is intended to be sold, or when it no longer has potential, it is tested only at its level. In this case, when its net carrying amount is significantly higher than its estimated present value, the net carrying amount of the asset is immediately impaired to its present value.

Equity interests are recorded at their acquisition cost or contribution value. The Company has opted for the recognition of acquisition expenses in the cost price of equity interests.

At the end of the financial year, investments are estimated at their value in use determined on the basis of a multi-criteria analysis taking into account in particular the share of the equity of the subsidiary that these securities represent, and forecasts of future cash flows or market value. If the value in use is lower than the carrying amount, an impairment expense is recognised in net financial income and expense.

The main items included in this are Rubis SCA treasury shares held under a liquidity contract.

Shares are recognised at purchase cost, which includes any acquisition expenses. In the event of disposal, the cost price of the shares sold is determined using the “first in, first out” method.

Receivables and liabilities are valued at their nominal value.

Receivables are impaired when the present value, determined with regard to the risk of non-recovery, is lower than the carrying amount.

Investment securities are recognised at their acquisition cost. In the event of disposals of securities of the same kind giving the same rights, the cost of the securities disposed of is determined using the “First-In First-Out” (FIFO) method.

At the close of each financial year, a provision for impairment is recognised if the carrying amount is higher than:

• •their market value for listed securities or units of UCITS;
• •their probable realisable value for negotiable debt securities.

Cash includes cash or equivalent bank securities.

Cash is valued at nominal value.

The only pension commitment borne by the Company are employee retirement benefits, as legislation stipulates that benefits are paid to employees at the time of their retirement, depending on their length of service and their salary at retirement age. These retirement benefits are recognised as off-balance sheet commitments (note 6.2.1).

Pursuant to the amendment to ANC recommendation 2013-02 of 7 November 2013, amended on 5 November 2021, the Company decided to adopt the new method for allocating entitlements to its defined benefit plans under which an indemnity is due only if the employee is present at the date of his/her retirement, the amount of which depends on seniority and is capped at a certain number of consecutive years of service. The impact of this change in accounting method is a non-material decrease in the amount of the pension obligation.

The evaluation of the amount of retirement benefits in respect of Rubis SCA employees was determined using the projected unit credit method.

Provisions for contingencies and expenses are recognised when there is an obligation to a third party and it is likely that an outflow of resources will be necessary to settle the obligation, the amount of which can be estimated in a sufficiently reliable manner, in favour of said third party and with no counterparty of at least an equivalent amount expected in return.

Contingent liabilities are not recognised but are disclosed in the notes to the financial statements unless the probability of an outflow of resources is very low.

Revenue mainly consists of management fees invoiced to subsidiaries.

These fees are recognised when the revenue is certain in principle and amount.

Rubis SCA is the head of the tax consolidation group that it forms with its subsidiaries in France. Subsidiaries in the tax consolidation scope contribute to the tax expense of the consolidation group in the amount of tax they would have been liable for in the absence of consolidation. The additional income tax savings or expense, resulting from the difference between the tax due by the consolidated subsidiaries and the tax resulting from the determination of the overall result, is recorded by the Rubis SCA Group parent company.

Extraordinary income and expenses include the impact of major events that are not related to the Company’s current activity or that correspond to unusual, significant, and infrequent items.

As of 31 December 2021, Rubis SCA (SIREN: 784 393 530) is the parent company for the preparation of the consolidated financial statements of the Rubis Group.

The Shareholders’ Meeting authorises the Management Board annually, with the option to delegate such powers, to buy back the Company’s own shares in order to increase the liquidity or market activity of Rubis shares as part of a liquidity contract, in compliance with the Association Française des Entreprises d’Investissement (French Association of Investment Companies) Code of Ethics.

As of 31 December 2021, Rubis SCA held 73,122 Rubis shares, representing a purchase price of €1,949 thousand. No impairment was recognised as of 31 December 2021.

Changes during the financial year were as follows:

As of 31 December 2021, the investment securities portfolio had a gross value of €138,344 thousand, and a net value of €138,337 thousand:

Trade and other receivables, amounting to €713,439 thousand, are all due in less than one year and break down as follows:

• •€703,813 thousand in intra-group receivables;
• •€9,581 thousand in receivables from the French Treasury. This item notably includes a tax settlement of €5,412 thousand that Rubis SCA expects to obtain from the tax authorities, €494 thousand in receivables related to the tax consolidation, and €3,554 thousand relating to the VAT credit deferred to 31 December 2021;
• •€45 thousand in miscellaneous receivables.

As of 31 December 2021, the share capital consisted of 102,541,281 shares (of which 6,191 preferred shares), fully paid up, with a par value of €1.25 each, i.e. a total amount of €128,177 thousand.

As of 31 December 2021, Rubis SCA held 73,122 treasury shares.

In accordance with the authorisation given by the Combined General Meetings of Shareholders and General Partners of 9 December 2020 (2nd resolution), in 2021, the Management Board decided to cancel all 4,134,083 shares that had been acquired to date under the share buyback programme launched on 6 January 2021. The related capital decreases were carried out on 31 May 2021 and 19 October 2021.

The various transactions impacting the share capital in the period are set out in the table below:

In November 2021, the Group signed an equity line agreement with Crédit Agricole CIB for a period of 37 months and up to the authorised limit of 4,400,000 shares with a par value of €1.25. The share subscription price will show a discount of 5% compared to the volume-weighted average of the share prices of the two trading days preceding its setting. Crédit Agricole CIB acts as a financial intermediary and does not intend to remain in the Company’s share capital. As of 31 December 2021, the Group had not yet made use of this equity line.

The terms of the stock-option and free performance and free preferred share plans outstanding as of 31 December 2021 are set out in the tables below:

The vesting period for beneficiaries’ free shares is a minimum of three years from the date on which they are granted by the Management Board. The conditions for granting free shares are set by the Management Board.

Preferred shares will be converted into ordinary shares at the end of a retention or vesting period based on the extent to which the performance conditions have been achieved.

Accrued expenses totalled €2,760 thousand, breaking down as €349 thousand relating to suppliers, €441 thousand to accrued interest and €1,756 thousand to tax and social security payables. These expenses payable are operating expenses and financial expenses.

Trade payables recognised on the balance sheet, in a total amount of €500 thousand, all mature in less than three months. All the liabilities recognised on the balance sheet are due in less than one year.

In addition, at the Shareholders’ Meeting of 11 June 2020, the General Partners decided to defer the payment of 50% of their dividend per by-laws for the 2019 financial year, to the month of June 2022, or before that date if the Rubis share price reaches an average of €50 over the course of 20 consecutive trading days (opening price). This liability is recorded in the financial statements as of 31 December 2021 for an amount of €11 million.

All transactions with related parties concern transactions carried out with subsidiaries wholly owned by Rubis SCA and are concluded under arm’s length conditions.

In 2020, extraordinary items mainly consisted of the result of the transaction between Rubis SCA and I Squared Capital. Under this partnership agreement signed in 2020, Rubis SCA sold 45% of its stake in Rubis Terminal SA to I Squared Capital and contributed, at actual value, the remaining 55% to the RT Invest SA joint venture, created for the purpose of the partnership, in exchange for RT Invest SA securities. As of 31 December 2020, the Company recognised all the impacts of this transaction in extraordinary items, generating a profit of €234 million.

Rubis SCA is taxed under the system for parent companies and subsidiaries. These dividends are subject to taxation on a share of fees and expenses amounting to 1%.

Rubis SCA has opted for the tax consolidation regime since 1 January 2001. The scope of consolidation is as follows:

The agreed breakdown of tax is as follows (unless otherwise agreed):

• •tax expenses are paid by the companies as if there were no tax consolidation;
• •tax savings made by the Group are recognised in the income statement by the parent company;
• •tax savings are not reallocated to subsidiaries, except in the event of an exit from the Group.

The average headcount for the 2021 financial year was 21 people (19 in 2020).

Retirement benefits for Rubis SCA employees totalled €230 thousand, including social security contributions. The evaluation method is described in note 3.7.

Compensation of the Managing Partners is governed by Article 54 of the by-laws. For the 2021 financial year, it totalled €2,401 thousand.

Shareholders’ and General Partners’ Meetings of 10 June 2021 (15th resolution) approved the compensation policy for the Managing Partners for the 2021 financial year. This included an annual variable portion, the terms of which are described in chapter 5 of the 2020 Universal Registration Document. The annual variable compensation of the Managing Partners for the 2021 financial year was not subject to a provision, as the triggering condition had not been met.

Compensation paid to members of the Supervisory Board for financial year 2021 totalled €215 thousand.

Subsidiaries: at least 50% of share capital held by Rubis SCA.

The fees paid to the Statutory Auditors during the financial year are set out in note 10.5 to the 2021 consolidated financial statements.

No significant events occurred after the closing date.