Universal Registration Document
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RU- UNIVERSAL REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT BIS 20- 20 II DOCUMENT D’ENREGISTREMENT UNIVERSEL RUBIS 2020 1 2 DOCUMENT D’ENREGISTREMENT UNIVERSEL RUBIS 2020 MESSAGE DE LA GÉRANCE Message from General Management In a year marked On the health front, the Group’s responsiveness demonstrated by an unprecedented its effectiveness, and made it possible to protect the well-being of its employees without resorting to furlough schemes or government health crisis aid, across all of its subsidiaries. and high volatility in the From an economic perspective, the resilience of the business was price of petroleum remarkable, limiting the declines in EBIT and net income, Group share to 11% and 9% respectively. products, in 2020 the Rubis Group Other than this economic, operational and social performance, 2020 was marked by major new developments aimed at ensuring demonstrated the the Group’s long-term viability: formidable resilience ● the finalization, in the first half of 2020, of the creation of Rubis of its economic and social Terminal’s infrastructure division thanks to the partnership with infrastructure fund I Squared Capital, whose external growth objective model thanks to its quickly became a reality with the acquisition of Spanish company Tepsa entrepreneurial culture. in the summer of 2020, enabling the ramping up of capacities dedicated to chemical products and biofuels and the corresponding reduction Despite widespread in the share of petroleum products; uncertainty and ● the Group’s total deleveraging, resulting from this partnership constrained mobility, in Rubis Terminal, offering exceptional investment capacity the Group has in an economic environment where there are genuine acquisition opportunities; full confi dence in its ● the pursuit and implementation of Corporate Social Responsibility business model, (CSR) initiatives, including the announcement of a target to reduce continuing to invest Rubis Énergie’s CO2 emissions (scopes 1 and 2) by 20% by 2030 to strengthen its market (versus 2019) and a target of having an average of at least 30% women on Rubis Énergie’s Management Committees by 2025; positions and ensure ● the strengthening of Governance, with notably amendments to the its long-term growth. by-laws relating to the setting of the dividend for the General Partners, enabling better alignment of the interests of both categories of partners. The next few years promise to be particularly exciting for Rubis, with many opportunities in both our existing businesses and in branches of the emerging low- or no-carbon energy sector, whose development is vital for the preservation of our planet. We are entering this period with two major strengths: on the one hand, our legacy business lines, which are profitable and generate robust cash flows, and on the other hand, an exceptional and totally debt-free financial position. 1 MESSAGE FROM GENERAL MANAGEMENT We firmly believe that the products we currently distribute, and biofuels when they become widely available, will remain essential over the long term in the regions where we operate: the Caribbean, Africa, and even Europe A new balance with the predominance of liquefied gas (LPG/LNG) in this region. That said, it is vital that we conduct our existing businesses with needs to be struck; an awareness of our carbon footprint in order to manage and reduce it. this will involve We are therefore maintaining our mobilization and initiatives in order adding new, less to make progress on our Climate approach, as reflected in the following measures: carbon-intense ● improvement of the governance of Climate issues, with the setting activities, without of targets; hindering ● implementation of numerous investments by our subsidiaries in new energy and circular economy projects, such as the distribution of biofuels, the development the improvement of the energy efficiency of our production facilities, of our existing the production of electricity using photovoltaic panels and green and blue hydrogen, etc.; businesses, as a means ● more communication on Climate issues, and more generally on CSR, of guaranteeing to our shareholders and stakeholders, reporting on our actions our sound health in these areas. The Group is determined to make rapid progress and take a structured during the ecological and measurable approach. transition. In the same spirit, we will seek to complement our traditional investments with low- or no-carbon activities. This is a new field of opportunities that is opening up. Our investment projects dedicated to less carbon-intense activities will build on our Group’s existing strengths. They will have to be in the energy sector, located in countries where our operations are assets, be based on stabilized technologies and be profitable. A new balance needs to be struck; this will involve adding new, less carbon-intense activities, without hindering the development of our existing businesses, as a means of guaranteeing our sound health during the ecological transition. While many uncertainties remain regarding the end of the pandemic, we are confident in the Group’s strategy, confident in the commitment of our employees and their remarkable professional qualities, and confident in the support and loyalty of our long-term shareholders. Gilles Gobin and Jacques Riou Managing Partners 2 RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT Glossary The Company or Rubis SCA These terms refer to the holding company set up in the form of a Partnership Limited by Shares (Société en Commandite par Actions), and whose shares are listed on Euronext Paris. Rubis Énergie This term refers to the company Rubis Énergie SAS, a Rubis SCA subsidiary, and its subsidiaries, whose two activities are the supply (support & services) and the distribution (retail & marketing) of energy and bitumen. Rubis Terminal JV This term refers to Rubis Terminal Infra, the operating subsidiary of RT Invest, and its subsidiaries, whose activity is bulk liquid storage (see organization chart on page 29). RT Invest This term refers to the parent company of Rubis Terminal Infra, owned 55% by Rubis SCA and 45% by Cube Storage Europe HoldCo Ltd (an investment vehicle set up by I Squared Capital) (see organization chart on page 29). The Group or Rubis These terms refer to Rubis SCA, Rubis Énergie, the Rubis Terminal JV, as well as their respective subsidiaries as presented in the organization charts in chapter 1, sections 1.5 and 1.7. 3 Message from General Management 1 Glossary 3 3 Risk factors, internal control and insurance ONE COUNTRY / ONE ACTION 50 1 Réunion Island Presentation Association Coopération of the Group Humanitaire (ACH) 3.1 Risk factors 53 A PANDEMIC / OUR ACTIONS 8 3.2 Internal control 63 International Solidarity in the face of Covid-19 3.3 Insurance 68 1.1 Business lines 5 Corporate and strategy 10 Governance 1.2 Business model 16 1.3 Key figures 18 ONE COUNTRY / 1.4 Stock market and ONE ACTION 136 shareholding structure 20 Jamaica InPulse 1.5 Activities 22 Report of the 1.6 Supporting sustainable Supervisory Board on growth 30 Corporate Governance 138 1.7 Organization chart 34 4 5.1 Corporate CSR and Governance Code 139 non-fi nancial 5.2 Management performance of the Company 140 5.3 Supervisory Board 143 ONE COUNTRY / 5.4 Corporate officer ONE ACTION 72 compensation 156 South Africa 5.5 Additional items 172 Of Soul and Joy 4.1 Non-Financial Information Statement 75 4.2 Limiting our 2 environmental impact Activity report and operating in a safe environment 82 ONE COUNTRY / 4.3 Attracting, developing ONE ACTION 38 and retaining talents 102 Kenya The Rubis Energy Kenya 4.4 Working responsibly Education Scholarship Fund and with integrity 114 2.1 2020 activity report 40 4.5 Methodological note 126 2.2 Significant post-balance 4.6 Report of the sheet events 46 independent third party on the consolidated Non-Financial Information Statement included in the NFIS: Non-Financial Information management report 131 Statement. 4 RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 6 Information about the Company and its capital ONE COUNTRY / ONE ACTION 178 Switzerland Ken Shin Kai karate school 6.1 Information about the Company 180 6.2 Information on share capital and share ownership 185 6.3 Dividends 191 6.4 Employee shareholding 192 6.5 Stock options, 8 Additional performance shares and preferred shares 193 information 6.6 Relations with investors and financial ONE COUNTRY / analysts 201 ONE ACTION 288 French Antilles and French Guiana Énergies Nouvelles Antilles Guyane (ENAG) 8.1 Declaration of responsible officers 290 8.2 Incorporation by reference 292 8.3 Cross-reference table for the Universal Registration Document 294 8.4 Cross-reference tables for the Annual Financial Report and the 7 management report 296 Financial statements ONE COUNTRY / ONE ACTION 204 This Universal Registration Document was filed on April 29, 2021 with the AMF (the French financial market authority, Autorité des Madagascar Marchés Financiers) in its position as the competent authority in Toamasina Primary School respect of Regulation (EU) 2017/1129, without prior approval, in accordance with Article 9 of said Regulation. The Universal 7.1 2020 consolidated Registration Document may be used for the purpose of a public offer of financial securities or the admission of financial securities financial statements to trading on a regulated market if it is supplemented by a and notes 206 securities note (note d’opération) and, where relevant, a summary and all the amendments made to the Universal Registration 7.2 2020 separate financial Document. This set of documents is then approved by the AMF in statements and notes 260 accordance with Regulation (EU) 2017/1129. This document was prepared by the issuer and is binding upon its signatories. It may 7.3 Other information on be consulted and downloaded from the website www.rubis.fr/en. the separate financial statements 271 This document is a translation of the original French document and is provided for information purposes only.