6.1Information about the Company
Rubis is a French Partnership Limited by Shares (Société en Commandite par Actions) governed by Articles L. 226-1 to L. 226‑14 and L. 22-10-74 to L. 22-10-78 of the French Commercial Code and, insofar as they are compatible with the above-mentioned articles, by the provisions relating to Limited Partnerships (société en commandite simple) and public limited companies (sociétés anonymes). Within this legal framework, the Company is also governed by its by-laws.
- •General Partners, who have the status of merchants and are indefinitely and jointly and severally liable for corporate debts;
- •Limited Partners (or shareholders), who are non-merchants and whose liability is limited to the amount of their contributions.
The law and Rubis’ by-laws make the Partnership Limited by Shares a modern structure that is adapted to the principles of good corporate governance, as reflected by:
- •the very clear separation of powers between the Management Board, which governs corporate affairs, and the Supervisory Board, whose members are appointed by the shareholders and is tasked with overseeing the Company’s management, giving its opinion on the compensation policy applicable to the Management Board and determining the components of the compensation to be awarded and paid ex-post to corporate officers;
- •the unlimited personal liability of the General Partner, which attests to the appropriate match between commitment of assets, power and responsibility;
- •the awarding to the Supervisory Board of the same powers and rights to communication and of investigation as those granted to the Statutory Auditors;
- •the right of shareholders to oppose the appointment of a candidate for the Management Board when he/she is not a General Partner.
- •Gilles Gobin;
- •Sorgema, a simplified limited company (société par actions simplifiée) whose Chairman is Gilles Gobin and whose shareholders are members of the Gobin family group;
- •GR Partenaires, a Limited Partnership whose General Partners are the Gobin family group companies and Jacques Riou. The Limited Partners of GR Partenaires are Agena and members of the Riou family group.
6.1.2Limited Partners (or shareholders)
The main Limited Partners (or shareholders) are listed in the table in section 6.2.2 of this chapter.
6.1.4Main by-laws provisions
The complete by-laws are available on the Company’s website (https://rubis.fr/en/corporate-governance/rubis-by-laws).
Corporate purpose (Article 2 of the by-laws)
Acquiring interests in any civil or commercial companies, by creating new companies, contributing, subscribing for or purchasing securities, corporate rights or convertible or non-convertible bonds, mergers, joint arrangements or otherwise.
This may be done directly or indirectly, by creating new companies and business combinations, contributing Limited Partnerships, subscribing for or purchasing securities or corporate rights, mergers, joint arrangements, combinations, joint venture companies, or by obtaining any property or other rights under a lease or management of a lease.
And in general any industrial, commercial, financial or civil operation or transaction in movable or immovable property that might be associated directly or indirectly with one of the purposes listed above or any similar or connected mission.
Date of incorporation, duration and financial year (Articles 5 and 53 of the by-laws)
The Company was formed on 21 July 1900. Its current form results from the merger on 30 June 1992 of Rubis Investment & Cie and Compagnie de Penhoët. The Company’s term runts until 30 May 2089, except in the event of early dissolution or further extension.
Share capital – rights and obligations attached to the shares (Articles 8, 14 and 14 bis of the by-laws)
As of 31 December 2021, the share capital amounts to one hundred twenty-eight million, one hundred seventy-six thousand, six hundred one euros and twenty-five eurocents (128,176,601.25).
It is divided into 102,535,090 ordinary shares, 2,469 Class B preferred shares, 1,706 Class C preferred shares, 374 Class D preferred shares, 345 Class E preferred shares, 1,157 Class F preferred shares, and 140 Class G preferred shares, each with a par value of €1.25, fully paid up.
The share capital may be increased or reduced, in accordance with the legal provisions and those of these by-laws.
Under legal and regulatory conditions, preferred shares issued under Articles L. 228-11 et seq. of the French Commercial Code may be created, with special rights as defined in these by-laws in Articles 14 bis, 33, 48 and 57.
Several preferred shares classes may be created, with various characteristics, including (i) their issue date and (ii) their conversion period. Consequently, the corporate body deciding the preferred share issue shall amend this Article accordingly, so as to specify the designation and characteristics of such issued class, including those referred to in (i) and (ii) above.
The 2,884 Class A preferred shares of the plan of 2 September 2015 were cancelled following their conversion into 288,400 ordinary shares.
3,722 Class B preferred shares were issued on 11 July 2019. In addition, ninety-two Class B preferred shares were issued on 13 July 2020 following the option by certain beneficiaries whose remuneration is taxable outside France, in favour of a one-year deferral of acquisition. The 3,814 Class B preferred shares may be converted into a maximum of 381,400 ordinary shares as from 13 July 2020 and for a period of 18 months. On 31 December 2021, 1,345 Class B preferred shares were cancelled following their conversion into 134,500 ordinary shares.
1,706 Class C preferred shares were issued on 13 March 2020. They may be converted as of 13 March 2022 for a period of 18 months into a maximum of 170,600 ordinary shares depending on the level of achievement of the Average Annual Overall Rate of Return (“AAORR”) target set at 10% by decision of the Management Board on 13 March 2017 (amended by a 12 March 2021 decision of the Management Board).
374 Class D preferred shares were issued on 20 July 2020. They may be converted as of 19 July 2022 for a period of 18 months into a maximum of 37,400 ordinary shares, depending on the level of achievement of the AAORR target set at 10% by decision of the Management Board on 19 July 2017 (amended by a 16 July 2021 decision of the Management Board).
345 Class E preferred shares were issued on 2 March 2021. They may be converted as of 2 March 2022 for a period of 18 months into a maximum of 34,500 ordinary shares, depending on the level of achievement of the AAORR target set at 10% by decision of the Management Board on 2 March 2018.
1,157 Class F preferred shares were issued on 5 March 2021. They may be converted as of 5 March 2022 for a period of 18 months into a maximum of 115,700 ordinary shares, depending on the level of achievement of the AAORR target set at 10% by decision of the Management Board on 5 March 2018.
140 Class G preferred shares were issued on 19 October 2021. They may be converted as of 19 October 2022 for a period of 18 months into a maximum of 14,000 ordinary shares, depending on the level of achievement of the AAORR target set at 10% by decision of the Management Board on 19 October 2018.
Rights and obligations attached to the shares
Each share of the same category shall give right to a proportional share capital of the Company’s assets, liquidation surpluses and profits equal to the fraction of the capital to which the share corresponds. All shares of the same category and face value can be considered equal to each other, with the sole exception of the start date for dividend entitlement.
A Limited Partner shall only be responsible for corporate debts up to an amount equal to the face value of the shares in his/her possession.
The possession of a share automatically implies acceptance of the present by-laws and the resolutions legally decided by the Shareholders’ Meeting.
Management Board (Articles 7 and 20 to 22 of the by-laws)
The Company is managed and administered by one or more Managing Partners (either individuals or corporations), who may or may not be General Partners.
If a corporation holds the position of Managing Partner, its executives shall be subject to the same conditions, obligations and civil and criminal liability as those of an individual sitting in his/her own name, without prejudice to the joint liability of the corporation they manage.
Throughout the Company’s existence, the General Partner(s) shall be responsible for the appointment of any new Managing Partner by unanimous vote. However, if the candidate for the position of Managing Partner is not a General Partner, his/her appointment must be ratified by the Shareholders’ Meeting (in its ordinary form) of Limited Partners.
Each Managing Partner shall be invested with the broadest of powers to act in all circumstances on behalf of the Company. He/she shall exercise said powers within the limitations of the corporate mission and subject to the limitations expressly set out by law or attributed by the by-laws to the Shareholders’ Meeting and to the Supervisory Board.
Should there be more than one Managing Partner, the unanimous approval of the Management Board shall be required for any decision that involves expenses exceeding €152,449.
Statutory Managing Partner
Supervisory Board (Articles 27 to 29 of the by-laws)
The Company shall have a Supervisory Board composed of at least three members selected form the individual or corporate shareholders who are not General Partners or Managing Partner.
Board members shall be appointed and their mandates renewed and revoked by the Ordinary Shareholders’ Meeting. Shareholders who are General Partners cannot participate in the appointment of members of this Board.
Board members shall have a maximum term of office of three years. It shall end at the close of the meeting called to approve the financial statements for the past financial year and held in the year in which their mandate expires. Members are re-eligible for office.
The Supervisory Board meets when convened by its Chairman or the Managing Partners as often as the interests of the Company so require and at least once every six months.
The Supervisory Board shall be responsible for the permanent control of the Management of the Company as provided by law. Each year, it shall submit a report to the Ordinary Shareholders’ Meeting, which is made available to shareholders at the same time as the Management Board report and the financial statements for the financial year. Its Chairman also prepares a report on the functioning of the Management and control bodies, as well as on the internal control procedures implemented within the Group.
General Partners (Articles 19 and 24 of the by-laws)
Approval of new General Partners
The corporate rights attached to the position of General Partner may only be surrendered with the unanimous agreement of all the other General Partners and, in cases when the assignee is not already a General Partner, by a majority ruling of the Shareholders’ Meeting of limited partners (in its extraordinary form), with the majority set for so-called “Extraordinary” decisions.
Powers and decisions
General Partners may exercise all of the powers pertaining to their position as provided by law and the by-laws. The General Partners’ decisions may be sought at Shareholders’ Meetings or by written consultation.
All General Partners’ decisions (Article 24.4) shall be taken unanimously, except for those concerning the revocation of a Managing Partner without the status of General Partner, which is decided by majority vote (Article 20.2).
Shareholders’ Meetings of Limited Partners (Articles 34 to 38 and 40 of the by-laws)
Shareholders’ Meetings of limited partners (or shareholders) are convened by the Management Board or the Supervisory Board, or by any other person who is so entitled by law, in accordance with the statutory procedures and time frames.
The Management Board sends or makes available to shareholders, in accordance with the legislative provisions, documents allowing shareholders to make informed decisions.
Conditions of admission
The right to participate in Shareholders’ Meetings shall be subject to the registration of the securities in the shareholder’s name on the second business day that precedes the meeting at 00:00 hours, Paris time, either in the registered securities account held by the Company or in the bearer security accounts held by the intermediary authorised to manage the account. The registration or entry of the securities in the bearer securities accounts held by authorised intermediary shall be certified and a participation certificate shall be issued by the intermediary.
Any transfer that takes place after the aforementioned registration date shall have no influence on the functioning of the Shareholders’ Meeting: the transferor may vote in respect of the entire amount of his/her previous interest.
Each shareholder has as many votes as the number of voting shares he/she possesses or represents. Each ordinary share entitles its holder to one vote, it being specified that the ratio of one vote per share shall prevail over any non-mandatory statutory or regulatory provisions to the contrary.
Preferred shares do not confer voting rights at Shareholders’ Meetings of limited partners (Article 14 bis of the by-laws).
If a shareholder cannot attend the Shareholders’ Meeting in person, the shareholder may issue a proxy to another shareholder or to his/her spouse, or to any other individual or corporation of his/her choice. He/she may also issue a proxy without naming a representative, which means that the Chairman of the Shareholders’Meeting will vote in favour of those draft resolutions presented or approved by the Management Board and against all other draft resolutions. Shareholders may also vote by post.
Place for consulting legal documents
Documents pertaining to the Company, and in particular the by-laws, the minutes of Shareholders Meetings, the reports presented at Shareholders’ Meetings by the Management Board, the Supervisory Board or the Statutory Auditors, may be consulted at the Company’s registered office and on the Company’s website (www.rubis.fr).
Statutory allocation of profits (Articles 55 to 57 of the by-laws)
Participation in results
A 5% levy is deducted from net profits, less any previous losses where applicable, in order to form the legal reserve. This levy is no longer mandatory once such reserve is equivalent to one-tenth of the share capital. The legal reserve, which is formed to consolidate the share capital paid in by Limited Partners, shall remain the property of the Limited Partners. Under no circumstances may it be distributed to General Partners, even through a capital increase. This reserve, which is calculated on all of the profits made by the Company, will be the sole responsibility of Limited Partners.
The balance of such profits, less any previous losses and increased by retained earnings, make up the distributable profits.
Dividend per by-laws to General Partners
The General Partners shall receive a dividend for a financial year (the “Relevant Financial Year”) equal to 3% of the total shareholder return (the “TSR”), if positive, of Rubis’ shares, determined as indicated below. This dividend may in no case exceed 10% of net income, Group share for the Relevant Financial Year, nor the distributable profit as defined in Article 55.
The TSR is the change in market capitalisation, plus dividends paid and rights detached from shares.
The change in market capitalisation is equal to the difference between (i) the average of the opening prices of the last 20 trading days of the Relevant Financial Year and (ii) the highest among the averages of the opening prices of the last 20 trading days of the three financial years preceding the Relevant Financial Year (the “Reference Price”), multiplied by the number of outstanding shares at the close of the Relevant Financial Year less the number of shares held by the Company for cancelation at the close of the Relevant Financial Year. New shares created as a result of any capital increase since the close of the financial year of the Reference Price will not be taken into account, with the exception of shares freely granted as part of a capital increase through capitalisation of reserves, profits or issue premiums and as part of a stock split or reverse stock split.
To the positive or negative amount corresponding to the change in market capitalisation are added the amount(s) of any cumulative dividends and interim dividends paid by Rubis to its Limited Partners between the financial year during which the Reference Price was determined and the close of the Relevant Financial Year, as well as the sums corresponding to the value of rights detached from shares and to the value of any securities, other than Company shares, freely granted to shareholders during this same period.
When they are listed, the value of the rights detached from the shares and the value of any securities freely granted to shareholders correspond to the average opening price on the first days of listing, within the limit of 10 days.
The amount of the statutory dividend is recorded by the Ordinary Shareholders’ Meeting of General Partners and that of the Limited Partners. Half of it is reinvested in Company shares blocked for three years (Agreement between General Partners dated 19 June 1997 supplementing the by-law provisions pertaining to their compensation).
Dividend paid to Limited Partners (or shareholders)
The portion distributed to Limited Partners requires the approval of the Ordinary Shareholders’ Meeting of Limited Partners and that of the General Partners.
The option of receiving payment of the dividend or interim dividend in cash or in shares may be granted to each General Partner and Limited Partner holding ordinary shares, for all or part of the dividend or interim dividend paid.
Under no circumstances may this option be granted to General Partners without it being open to Limited Partners holding ordinary shares under the same conditions.
Shareholders holding preferred shares shall not be entitled to opt for the dividend to be paid in shares.
Appropriation of the non-distributed portion
The Shareholders’ Meeting appropriates the undistributed portion of the distributable profit for the financial year in the proportions that it determines, either to one or more reserve, general or special funds that remain available to it or to the “Retained earnings” account.
Statutory thresholds (Article 14.7 of the by-laws)
In addition to the legal threshold crossing declaration provided for by Article L. 233-7 of the French Commercial Code, a shareholder must inform the Management Board within five trading days of any change subsequent to the first legal threshold (5%) of more than 1% of the share capital or voting rights.
In the event the above-mentioned reporting obligations are not compiled with, the shares exceeding the fraction that should have been reported are deprived of voting rights at any Shareholders’ Meeting to be held until the expiry of a period of two years following the date when the notification was properly served. Except in the case that one of the thresholds defined in I of Article L. 233-7 of the French Commercial Code is crossed, the suspension of voting rights will only take place at the request of one or more shareholders holding at least 5% of the Company’s share capital or voting rights, as recorded in the minutes of the Shareholders’ Meeting.
6.1.5Additional information concerning the General Partners
Absence of conflicts of interest, impediments or convictions
- •There are no family ties between the General Partners and the members of the Supervisory Board.
- •No General Partner has any conflict of interest between his/her duties to Rubis and his/her private interests and/or other duties to which it is bound.
- •No General Partner has been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation.
- •No General Partner has ever been the subject of criminal prosecution or official public sanction by the statutory or regulatory authorities.
- •No General Partner has ever been prevented by a court from acting as a member of an issuer’s administrative, management or supervisory body or from being involved in the management or direction of an issuer’s affairs in the last five years at least.
Absence of agreements binding a General Partner to Rubis or one of its subsidiaries
- •There are no service contracts binding the General Partners to Rubis or to any of Rubis’ subsidiaries.
- •No loans or guarantees have been granted or made on behalf of the General Partners.