2019 UNIVERSAL REGISTRATION DOCUMENT Annual Financial Report New version of the Registration Document of the Registration version New Message from WE EXPERIENCED STRONG GROWTH IN Management OUR BUSINESS, WITH NET INCOME, GROUP SHARE UP 21% AND EACH OF THE 3 DIVISIONS EXPANDING he Rubis Group Our acknowledged international STRONGLY AND delivered robust expertise allows us to support NOTCHING UP SIGNIFICANT T performances in 2019, local economic expansion MARKET SHARE successfully overcoming and meet the energy needs GAINS REFLECTING the various geopolitical perils of Africa’s most dynamic region, THE PERTINENCE that had marred 2018. where growth is running OF OUR STRATEGIC at nearly 6% per annum. POSITIONING. On top of this excellent performance, we undertook fresh At the same time as these developments that will drive developments, 2019 was a year our growth going forward. devoted to strengthening our genuine commitment in the fields For instance, 2020 saw Rubis of Corporate Social Responsibility announce that an agreement had (CSR), in close collaboration been signed for the acquisition with our local operating teams by American infrastructure fund and in line with our culture I Squared Capital of a 45% stake of entrepreneurship and in Rubis Terminal, our subsidiary performance. While protecting specializing in bulk liquid storage. people and the environment The partnership will allow Rubis has always been a priority Terminal to strengthen its existing of our CSR approach, we are positions and increase the pace continuously enriching our of its international expansion, process to take into account giving it the same competitive the shifting issues facing our advantages as infrastructure business segment. funds. Fully aware of the challenges Meanwhile, Rubis Énergie made in terms of energy transition, significant investments, becoming we have decided to implement a key player in East Africa thanks a number of projects designed to the successive acquisitions of to deepen our commitment KenolKobil and Gulf Energy in this area and achieve Holdings Limited in Kenya and more tangible outcomes. neighboring countries. Rubis 2019 Universal Registration Document 1 MESSAGE FROM MANAGEMENT WE ARE ATTENTIVE TO OPPORTUNITIES CLOSELY ALIGNED WITH CLIMATE OBJECTIVES, WHILE ENSURING LASTING AND SUSTAINABLE GROWTH OVER THE LONG TERM. A specific focus was made during ● developing our offer of biofuels 2020 started with a serious health the year to assess our carbon and synthetic fuels. crisis related to the Covid-19 footprint more precisely, to control pandemic. We are following its it better and to identify solutions The Group is also involved alongside development in the countries in adapted to the particularities of our subsidiaries’ employees which we operate very closely, in a wide array of local community with the health and safety of our each of our markets. employees, service providers and initiatives in the fields of health and customers as our priority. Our teams are Moreover, a team dedicated education, with a particular focus mobilized to ensure that our essential to new energies has been formed on helping young people from energy supply activities continue, which to promote the development disadvantaged backgrounds. are crucial for the proper functioning of projects and assess future of countries, while complying with investments in this area. Today, we are perfectly placed instructions given by the authorities. to pursue our development and Despite the drop in activity, all Group In the immediate future, our generate profitability, growth employees continue to receive their priority is to continue our and confidence over the long term full pay. Management has currently commitment and our work to rein by ensuring the sustainability decided not to make use of the special in our carbon footprint, notably by: of our activities. With that in mind, temporary layoff scheme, so that national we remain very attached solidarity can go to the companies that ● to our policy of long-term dividend need it most. The Group is also regularly improving the energy supporting the efforts made in its various efficiency of our industrial growth. countries of operation by setting up new facilities; social initiatives at various levels – Aware that success is invariably subsidiaries, Rubis Mécénat and Group ● helping our customers reduce collective, we would like to thank level – in particular to support hospitals their energy consumption all of our employees for their and research centers. With low levels of and raising awareness among great commitment and their debt and benefiting from secured the populations of the countries unwavering attachment to financing, Rubis is in a strong position where the Group operates the values of the Rubis Group, to face this unprecedented crisis. about the use of transitional as well as our shareholders energies such as LPG; and partners for their loyalty. Gilles Gobin and Jacques Riou Managing General Partners 2 Rubis 2019 Universal Registration Document Rubis 2019 Universal Registration Document 3 Contents 1 Presentation of the Group 11 1.1 Business lines and strategy 12 2 1.2 Group business model 16 Activity 1.3 Key figures 18 report 45 1.4 Group organization chart 22 1.5 Activities 24 2.1 2019 activity report 46 Rubis Énergie: Rubis Group 46 energy distributor 24 Rubis Énergie 49 Rubis Énergie: Rubis Support support and services 30 and Services 53 Rubis Terminal 36 Rubis Terminal 54 1.6 Rubis, a committed 2.2 Significant Group 42 post-balance sheet events 55 This Universal Registration Document was fi led with the Autorité des Marchés Financiers (AMF, the French Financial Markets Authority) on April 29, 2020, in accordance with Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of this Regulation. The Universal Registration Document may be used when securities are offered to the public or admitted to trading on a regulated market, if supplemented by a securities note and, where applicable, a summary and all amendments made to the Universal Registration Document. The resulting documents are approved as a whole 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. 4 Rubis 2019 Universal Registration Document 4 CSR and 4.3.4 Involving employees non-financial in the Group’s value information 77 creation 114 4.3.5 Consolidated employee- related data – 4.1 Non-Financial Group scope 115 Information 4.4 Working responsibly Statement 79 and with integrity 117 4.1.1 A sustainable 4.4.1 Rubis’ ethics growth model 79 policy 117 4.1.2 The main CSR risks 4.4.2 Commitment to 3 associated with regional development 120 Risk factors, the Group’s activities 80 4.5 Methodological note 130 internal control 4.1.3 Comparability, reliability 4.5.1 CSR reporting scope 130 and insurance 57 and checking of social and environmental 4.5.2 Data reporting information 83 methods 131 3.1 Risk factors 59 4.2 Limiting our 4.5.3 Definitions 132 environmental impact 3.1.1 Introduction 59 4.5.4 Cross-reference table 134 and operating 3.1.2 Detailed presentation in a safe environment 84 4.6 Report of the of risk factors 61 independent third party 4.2.1 Our QHSE approach 84 3.2 Internal control 69 on the consolidated 4.2.2 Limiting our Non-Financial 3.2.1 Internal control environmental impact 86 Information Statement framework 69 4.2.3 Operating in a safe included in the 3.2.2 Internal accounting environment 99 management report 135 and financial control 69 4.3 Attracting, developing 3.2.3 Internal risk and retaining talents 106 management 72 4.3.1 Promoting diversity 3.3 Insurance 74 and equal Non-Financial Information Statement. 3.3.1 Rubis Énergie opportunities 107 (distribution/support 4.3.2 Skills and services) 74 This document is a translation of the original development 111 French document and is provided for information 3.3.2 Rubis Terminal 4.3.3 Ensuring health, purposes only. In all matters of interpretation (storage) 75 of information, views or opinions expressed safety and quality therein, the original French version takes 3.3.3 Rubis 75 of life at work 112 precedence over this translation. Rubis 2019 Universal Registration Document 5 5.3.6 Organization and work 5.6 Shareholders’ Meetings 173 of the Supervisory 5.6.1 Draft resolutions that Board 155 will be submitted to the 5.3.7 Specialized Committees vote of the shareholders of the Supervisory Board: at the Shareholders’ Accounts and Risk Meeting of Monitoring – June 11, 2020. 173 Compensation 5.6.2 Regulated agreements 173 and Appointments 156 5.6.3 Procedure for evaluating 5.3.8 Attendance 5 current agreements 174 of the members Corporate of the Supervisory 5.6.4 Participation of governance 139 Board and shareholders of the Committees in the Shareholders’ at meetings 158 Meetings 174 Report of the Supervisory 5.4 Additional information 5.6.5 Table of delegations Board on corporate on the Managing for the capital increases governance 140 General Partners and in effect and the 5.1 The Afep-Medef Code 141 the members of uses made of the delegations 175 5.2 The Company's the Supervisory Board 159 Management 141 5.4.1 Conflicts of interest/ 5.7 Items liable to have an impact in the event 5.2.1 Managing impediments 159 of a takeover bid General Partners 142 5.4.2 Contracts between or exchange offer 177 5.2.2 Powers of the a member of the Annex to the report Management 143 Supervisory Board or a Managing General of