Rubis: Minutes of the Annual Shareholders’ Meeting

11 Jun 2024 22:02 CEST

Issuer

RUBIS

Paris, 11 June 2024, 22h00

Approval of all resolutions proposed or agreed upon by the Managing Partners on the recommendation of the Supervisory Board

The Annual Shareholders’ Meeting of Rubis was held on Tuesday 11 June 2024, at 2.00 p.m. at Salle Wagram, 39 avenue de Wagram, 75017 Paris, France, and chaired by Mr. Gilles Gobin.

The shareholders, representing 63% of the capital and voting rights, approved all resolutions proposed or agreed upon by the Managing Partners. All resolutions submitted by the Compagnie Nationale de Navigation were rejected.

Ms. Clarisse Gobin-Swiecznik and Mr. Jacques Riou presented the highlights, performance, and strategy of the Group to the shareholders. Following a presentation of the financial results by Mr. Bruno Krief, Managing Director in charge of Strategy and M&A, and Mr. Marc Jacquot, Group CFO, Ms. Sophie Pierson Group Chief Sustainability & Compliance Officer, presented Rubis' organisation and sustainability strategy.

The Chairman of the Supervisory Board, Mr. Nils Christian Bergene, then outlined the Group's governance and the work carried out by the Supervisory Board in 2023, followed by a detailed explanation of the corporate officers' compensation. Finally, the Statutory Auditors presented the contents of their reports.

Following a discussion with shareholders, including an item on the agenda added by a shareholder regarding the governance of the Company, resolutions were put to a vote.

In conclusion of this Shareholders’ Meeting, the Managing Partners stated: "We thank our shareholders for their renewed confidence, which illustrates their support. Their vote reflects a rejection of the dissident resolutions that aimed at a takeover of the Board, which was hostile and contrary to the interests of Rubis and its shareholders. We reaffirm our commitment to dialogue with our shareholders. Following 2023 record financial results, this support will enable the Company to implement its next growth milestones to build a value-creating future for all its shareholders."

A Supervisory Board with strengthened expertise and independence

The terms of office of Mr. Nils Christian Bergene and Ms. Laure Grimonpret-Tahon have been renewed. Four new members join the Supervisory Board: Ms. Isabelle Muller, Mr. Michel Delville, Mr. Benoît Luc, and Dr. Ronald Sämann. These four terms of office will expire at the end of the Shareholders’ Meeting in 2027 (approving the financial statements for the fiscal year 2026).

The Supervisory Board now comprises 12 members, predominantly independent (with 83% independent members), including five women (42%) and four members of foreign nationality. Its composition reflects the diversity policy of profiles, experiences, expertise, nationalities, and cultures adapted to the Group's challenges implemented by the Board.

Approval of the dividend policy

Shareholders approved a dividend distribution increase of 3% to 1.98 euro per share (compared to 1.92 euro for the fiscal year 2022). The dividend of 1.98 euro per share will be detached on 14 June 2024, and its cash payment will occur on 18 June 2024.

The detailed voting results will be published on the Company's website (https://www.rubis.fr/en/) under the "Shareholders – General Meeting – General Meeting June 11, 2024" section.

This Shareholders’ Meeting was broadcasted live on the Company's website (https://www.rubis.fr/en/).

Finally, upon the recommendation of the Compensation and Nomination Committee, the Supervisory Board convened today confirmed Mr. Nils Christian Bergene in his position as Chairman of the Supervisory Board. Considering the approved renewals, the composition and Chairmanship of the Committees remain unchanged.

The Managing Partners and the Supervisory Board reaffirm their commitment to dialogue with shareholders, to continue beyond the Shareholders’ Meeting.