6.2 Information on share capital and share ownership

 

6.2.1 Share capital as of December 31, 2020

 

The amount of the share capital as of December 31, 2020 was €129,538,346.25, divided into 103,630,677 shares (103,625,489 ordinary shares and 5,188 preferred shares) with a par value of €1.25 each, following the transactions carried out during the 2020 fiscal year, as set out in the table in section 6.2.3.

 

As of the same date, the number of exercisable voting rights was 103,567,402. As double voting rights are excluded by Article 40 of the by-laws, each ordinary share carries one voting right. However, preferred shares, which constitute long-term share-based compensation for Group employees and whose conversion into ordinary shares is notably subject to the fulfillment of performance conditions, do not have voting rights.

 

6.2.2 Breakdown of the capital over the last three fiscal years

 

  12/31/2020 12/31/2019 12/31/2018
  Number
of shares(1)
% of
share
capital
Number
of voting
rights(1)
% of
voting
rights
Number
of shares(1)
% of
share
capital
Number
of voting
rights(1)
% of
voting
rights
Number
of shares(1)
% of
share
capital
Number
of voting
rights(1)
% of
voting
rights
Main shareholders                        
Orfim - - - - - - - - 5,093,047 5.26% 5,093,047 5.26%
Groupe Industriel Marcel Dassault(2) 5,645,381 5.45% 5,645,381 5.45% 5,392,839 5.38% 5,392,839 5.39% 5,163,594 5.33% 5,163,594 5.34%
Wellington Management Group LLP 5,264,686 5.08% 5,264,686 5.08% - - - - - - - -
Management and Supervisory bodies                        
General Partners and Managing Partners 2,293,997 2.21% 2,293,997 2.22% 2,360,485 2.36% 2,360,485 2.36% 2,384,156 2.46% 2,384,156 2.46%
Supervisory Board 136,460 0.13% 136,460 0.13% 83,430 0.08% 83,430 0.08% 83,071 0.09% 83,071 0.09%
Rubis Avenir mutual fund(3) 1,369,245 1.32% 1,369,245 1.32% 1,268,007 1.27% 1,268,007 1.27% 1,184,170 1.22% 1,184,170 1.22%
Treasury shares(4) 58,087 0.06% 0 0% 21,238 0.02% 0 0% 36,128 0.04% 0 0%
Free float 88,857,633 85.74% 88,857,633 85.80% 91,045,625 90.88% 91,045,625 90.91% 82,866,838 85.60% 82,866,838 85.60%
Total ordinary shares(5) 103,625,489 99.995% 103,567,402 100% 100,171,624 99.994% 100,150,386 100% 96,811,004 99.997% 96,774,876 100%
Total preferred shares 5,188 0.005% 0 0% 5,808 0.006% 0 0% 2,740 0.003% 0 0%
TOTAL 103,630,677 100% 103.567,402 100% 100,177,432 100% 100,150,386 100% 96,813,744 100% 96,774,876 100%

 

(1) To the Company’s knowledge.
(2) Groupe Industriel Marcel Dassault is an asset holding company wholly owned by the Dassault family.
(3) Shares held by Group employees and former employees through the FCP Rubis Avenir mutual fund.
(4) In accordance with the provisions of the French Commercial Code, treasury shares are deprived of voting rights.
(5) The slight difference in the sum of the percentages is due to rounding.

 

To the Company’s knowledge, no other shareholder held 5% or more of the share capital or voting rights as of December 31, 2020.

 

185

 

CROSSINGS OF THRESHOLDS REPORTED DURING FISCAL YEAR 2020

 

During fiscal year 2020, Wellington Management Group LLP, acting on behalf of funds and clients, reported that it had crossed the threshold of 5% of the share capital or voting rights:

 

upwards on April 6, 2020, and as of that date held 5,025,899 Rubis shares, or 5.01% of the share capital and voting rights;
downwards on April 9, 2020, and as of that date held 4,981,181 Rubis shares, or 4.96% of the share capital and voting rights;
upwards on August 27, 2020, and as of that date held 5,185,468 Rubis shares, or 5.01% of the share capital and voting rights;
downwards on August 31, 2020, and as of that date held 5,177,094 Rubis shares, or 4.99% of the share capital and voting rights;
upwards on September 1, 2020, and as of that date held 5,193,650 Rubis shares, or 5.02% of the share capital and voting rights;
downwards on September 2, 2020, and as of that date held 5,139,383 Rubis shares, or 4.96% of the share capital and voting rights;
upwards on September 18, 2020, and as of that date held 5,264,686 Rubis shares, or 5.08% of the share capital and voting rights.

 

CROSSINGS OF THRESHOLDS REPORTED SINCE THE END OF FISCAL YEAR 2020

 

Between the end of fiscal year 2020 and the filing date of this Universal Registration Document, Wellington Management Group LLP, acting on behalf of funds and clients, declared that it had crossed the threshold of 5% of the share capital or voting rights:

 

downwards on January 26, 2021, and as of that date held 5,124,040 Rubis shares, i.e. 4.94% of the share capital and voting rights.

 

6.2.3 Change in share capital during fiscal year 2020

 

  Number of
ordinary shares
Number of
preferred shares
Share capital
and successive capital
increases at par (in euros)
SHARE CAPITAL AS OF DECEMBER 31, 2019 100,171,624 5,808 125,221,790
Transactions between January 1 and December 31, 2020      
Capital increase reserved for employees through the intermediary of the Rubis Avenir mutual fund 102,837 - 128,546.25
Payment of the dividend in shares 3,071,828 - 3,839,785.00
Vesting of preferred shares - 2,172 2,715.00
Conversion of preferred shares into ordinary shares 279,200 (2,792) 349,000.00
SHARE CAPITAL AS OF DECEMBER 31, 2020 103,625,489 5,188 129,538,346.25

 

6.2.4 Share capital authorized by Shareholders’ Meetings as of December 31, 2020

 

In 2020, the Management Board held the following delegations of powers and financial authorizations granted by the Combined Shareholders’ Meetings of the General Partners and of the Limited Partners of June 8, 2017 and June 11, 2019, as described below:

 

COMBINED SHAREHOLDERS’ MEETINGS OF THE GENERAL PARTNERS AND OF THE LIMITED PARTNERS OF JUNE 8, 2017

 

Resolution Amount authorized Use Balance available
as of 12/31/2020
Expiration of
the authorization
Preferred share awards
(20th resolution)
2,740 preferred shares(1) 374 preferred shares(2) (July 19, 2017)
345 preferred shares (March 2, 2018)
1,157 preferred shares (March 5, 2018)
140 preferred shares (October 19, 2018)
62 preferred shares (January 7, 2019)
662 preferred shares (December 17, 2019)
None August 8, 2020

 

(1) 0.003% of the number of ordinary shares comprising the share capital on the day of the Shareholders’ Meeting, corresponding to 1,370 preferred shares, i.e. 2,740 preferred shares following the two-for-one split of Rubis shares of July 28, 2017, giving rise to a maximum number of 274,000 ordinary shares assuming a conversion rate of 100%.
(2) The initial quantity was doubled following the two-for-one Rubis share split of July 28, 2017.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 186
 
 

COMBINED SHAREHOLDERS’ MEETINGS OF THE GENERAL PARTNERS AND OF THE LIMITED PARTNERS OF JUNE 11, 2019

 

Resolution Maximum authorized
amount
Use Balance
available as
of 12/31/2020
Expiration of
the authorization
Overall ceiling for issues of shares and/or securities giving access to the share capital pursuant to the delegations of authority provided for in the 18th, 19th and 21st to 24th resolutions(1) (17th resolution) €32,000,000 (including €12,169,724 for the 21st to 24th resolutions) None Full August 11, 2021
Capital increase by way of public offering with preferential subscription rights(1) (18th resolution) €24,000,000 None Full August 11, 2021
Capital increase with preferential subscription rights related to the 18th resolution (greenshoe provision)(1) (19th resolution) 15% of the initial issue resulting from (and deducted from) the 18th resolution None Full August 11, 2021
Capital increase by incorporation profits, reserves and/or premiums (20th resolution)(1) €9,700,000 None Full August 11, 2021
Capital increase in consideration for contributions in kind of equity securities or securities giving access to the share capital(1) (21st resolution) €8,000,000 None Full August 11, 2021
Performance share awards (22nd resolution) 1,216,972 performance shares(2) 385,759 performance shares (December 17, 2019) 787,697 performance shares (November 6, 2020) 43,516 performance shares August 11, 2022
Stock option awards (23rd resolution) 243,394 stock options(3) 150,276 stock options (December 17, 2019) 87,502 stock options (November 6, 2020) 5,616 stock options August 11, 2022
Capital increase reserved for members of a company savings plan (24th resolution) €700,000 €128,546.25 (January 6, 2020) €574,453.75 August 11, 2021

 

(1) May only be used outside the period of a public offer.
(2) 1.25% of the number of shares comprising the Company’s share capital on the day of the Shareholders’ Meeting, totaling 1,216,972 performance shares.
(3) 0.25% of the number of shares comprising the Company’s share capital on the day of the Shareholders’ Meeting, totaling 243,394 stock options.

 

6.2.5 Share buyback program

 

LIQUIDITY CONTRACT

 

To regulate the market for Rubis shares, the Company has implemented a liquidity contract (entrusted to Exane BNP Paribas) that complies with the Amafi Code of Ethics. Under it, the following resources were included in the liquidity contract as of December 31, 2020: 58,087 Rubis securities and €835,184.

 

DESCRIPTION OF THE SHARE BUYBACK PROGRAM

 

The description of the share buyback program was prepared in accordance with the provisions of Articles 241-1 and 241-2 of the General Regulation of the French financial market authority (Autorité des Marchés Financiers – AMF) and was effectively and fully circulated by the Company on December 23, 2020. Its purpose is to communicate the objectives and terms of the Company’s share buyback program, as authorized on December 9, 2020 by the Combined Shareholders’ Meeting.

 

Its objectives are: (i) to reduce the capital by canceling all or part of the shares thus purchased, in particular pursuant to the authorization given by the Combined Shareholders’ Meeting of December 9, 2020 (2nd resolution) (objective provided for in Article 5 of the European Market Abuse Regulation known as “MAR”); (ii) to ensure the existence of a secondary market or the liquidity of the share by an investment services provider acting in complete independence under a liquidity contract in accordance with a Code of Ethics recognized by the French financial market authority (Autorité des Marchés Financiers – AMF) and in accordance with the AMF decision 2018-01 of July 2, 2018 or any subsequent other AMF decision (objective provided for in Article 13 of the MAR and in application of the sole market practice admitted by the French financial market authority).

 

The shares may be purchased, except during the period of a public offer for the Company’s shares, at such times as the Management Board may determine, in accordance with applicable regulations, either directly or indirectly through an investment services provider.

 

The shares may be purchased by any means, and in particular in whole or in part by trading on regulated markets, multilateral trading facilities, with systematic internalizers, by public offering or by the use of option mechanisms or derivatives (in compliance with the legal and regulatory provisions then applicable), with the exception of the sale of put options.

 

The maximum amount of funds allocated to the share buyback program is two hundred and eighty (280) million euros (excluding fees and commissions) within the following limits: (i) a maximum amount of two hundred and fifty (250) million euros (excluding fees and commissions) to buy back shares with a view to reducing the capital by canceling shares that have been bought back, and (ii) the maximum amount of funds allocated to the implementation of the share buyback program under the liquidity contract is thirty (30) million euros (excluding fees and commissions), in compliance with applicable regulations.

 

The maximum purchase price is fifty-five (55) euros (excluding fees and commissions) per share. In the case of a capital increase through incorporation of issue premiums, reserves, profits or otherwise by granting free shares, as well as in the case of a stock split or reverse stock split, or a capital repayment

 

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or reduction, or in the event of a change in the par value of the share, the Management Board shall have the power to adjust, where necessary, the aforementioned maximum unit price to account for the effect of these transactions on the share value.

 

The number of shares that may be acquired shall not exceed 10% of the number of shares comprising the share capital of the Company, including a maximum percentage of 1% of the number of shares comprising the share capital repurchased under the liquidity contract. These percentages apply to share capital adjusted for transactions that may affect it subsequent to the Combined Shareholders’ Meeting of December 9, 2020. The number of shares taken into account for the calculation of the 1% limit corresponds to the number of shares purchased, less the number of shares sold during the term of the authorization granted by the Combined Shareholders’ Meeting of December 9, 2020 when those shares were purchased to promote liquidity under the conditions defined by the General Regulation of the French financial market authority (Autorité des Marchés Financiers – AMF). At no time may the number of shares held by the Company, directly or indirectly, exceed 10% of the shares making up its capital as of the date in question.

 

The authorization granted by the Combined Shareholders’ Meeting of December 9, 2020 canceled, for the remaining term and up to the unused portion, the authorization granted by the Ordinary Shareholders’ Meeting of June 11, 2020, the sole purpose of which was to ensure a secondary market or the liquidity of the share by an investment services provider acting independently under a liquidity contract.

 

The program covered by this description is valid for a period of 18 months from the date of its authorization by the Combined Shareholders’ Meeting of December 9, 2020, i.e. until June 8, 2022.

 

Other than the shares acquired under the liquidity contract, the Company did not acquire any shares during the 2020 fiscal year.

 

Within the framework of this description, the Management Board decided on January 5, 2021 to launch a share buyback program with a view to reducing the share capital, involving a maximum number of 6,600,000 shares and ending no later than May 31, 2022. This program was implemented from January 6, 2021. On April 8, 2021 (after market close), the Management Board announced the temporary suspension of this program. At that date, the Company had bought back more than 2,600,000 shares, for an amount of more than €103,500,000. All information relating to this program is available on the Company’s website (https:// rubis.fr/fr/programme-rachat-actions).

 

6.2.6 Potential share capital as of December 31, 2020

 

The securities that may give access to the share capital are as follows:

 

preferred shares whose vesting period, retention period or conversion period is ongoing;
performance shares for which the vesting period is ongoing;
stock options not yet exercised.

 

There are no other securities that may grant access to share capital as of December 31, 2020.

 

The securities that may give access to the share capital break down as follows:

 

3,108 preferred shares (July 11, 2016 plan) for which the conversion period was ongoing and which are convertible into a maximum of 310,800 ordinary shares;
1,706 preferred shares (March 13, 2017 plan), vested and created on March 13, 2020, for which the retention period is ongoing and which are convertible into a maximum of 170,600 ordinary shares;
226 preferred shares (March 13, 2017 plan), for which beneficiaries, whose income is taxable outside France, opted for deferred vesting (one additional year) and which are convertible into a maximum of 22,600 ordinary shares;
374 preferred shares (July 19, 2017 plan), vested and created on July 20, 2020, for which the retention period is ongoing and which are convertible into a maximum of 37,400 ordinary shares;
345 preferred shares (March 2, 2018 plan) for which the vesting period is ongoing and which are convertible to a maximum of 34,500 ordinary shares;
1,157 preferred shares (March 5, 2018 plan) for which the vesting period is ongoing and which are convertible to a maximum of 115,700 ordinary shares;
140 preferred shares (October 19, 2018 plan) for which the vesting period is ongoing and which are convertible into a maximum of 14,000 ordinary shares;
62 preferred shares (January 7, 2019 plan) for which the vesting period is ongoing and which are convertible into a maximum of 6,200 ordinary shares;
662 preferred shares (December 17, 2019 plan) for which the vesting period is ongoing and which are convertible into a maximum of 66,200 ordinary shares;
385,759 performance shares (December 17, 2019 plan) for which the vesting period is ongoing;
150,276 stock options (December 17, 2019 plan) that could be exercised in 2023 subject to the fulfillment of performance conditions;
787,697 performance shares (November 6, 2020 plan) for which the vesting period is ongoing;
87,502 stock options (November 6, 2020 plan) that could be exercised in 2024 subject to the fulfillment of performance conditions.

 

If all these securities giving access to the share capital were to be issued, the number of ordinary shares of the Company, as of December 31, 2020, would be increased by a maximum number of 2,189,234 shares, representing approximately 2.11% of the share capital.

 

As a result, a shareholder owning 1% of non-diluted share capital as of December 31, 2020, would own 0.98% of the share capital on a diluted basis.

 

A comprehensive statement of current stock options, performance share and preferred share plans is provided in section 6.5.6 of this chapter.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 188
 
 

6.2.7 Statement of changes in share capital over the last five years

 

Date Transaction Amount of
capital increase
Number of
securities created
Share capital after
the transaction
Equity comprising
share capital
2016          
05/24 Employee savings €161,610 64,644 €108,203,990 43,281,596(2)
05/24 Exercise of stock options €199,922.50 79,969 €108,403,912.50 43,361,565(2)
07/08 DPS(1) €4,111,812.50 1,644,725 €112,515,725 45,006,290(2)
07/08 Exercise of stock options €124,930 49,972 €112,640,655 45,056,262(2)
07/11 Performance shares €28,487.50 11,395 €112,669,142.50 45,067,657(2)
07/11 Exercise of stock options €37,787.50 15,115 €112,706,930 45,082,772(2)
08/08 Equity Line €255,000 102,000 €112,961,930 45,184,772(2)
08/08 Exercise of stock options €72,867.50 29,147 €113,034,797.50 45,213,919(2)
09/15 Equity Line €318,750 127,500 €113,353,547.50 45,341,419(2)
09/15 Exercise of stock options €178,882.50 71,553 €113,532,430 45,412,972(2)
12/30 Exercise of stock options €104,790 41,916 €113,637,220 45,454,888(2)
2017          
01/03 Performance shares €12,751.50 5,101 €113,649,972.50 45,459,989(2)
04/03 Performance shares €1,877.50 751 €113,651,850 45,460,740(2)
04/03 Exercise of stock options €170,107.50 68,043 €113,821,957.50 45,528,783(2)
05/17 Employee savings €222,432.50 88,973 €114,044,390 45,617,756(2)
05/17 Exercise of stock options €28,902.50 11,561 €114,073,292.50 45,629,317(2)
07/06 Exercise of stock options €244,602.50 97,841 €114,317,895 45,727,158(2)
07/06 DPS(1) €2,855,322.50 1,142,129 €117,173,217.50 46,869,287(2)
07/10 Performance shares €7,732.50 3,093 €117,180,950 46,872,380(2)
07/17 Exercise of stock options €20,765 8,306 €117,201,715 46,880,686(2)
08/18 Performance shares €130,460 104,368 €117,332,175 93,865,740
09/04 Preferred shares €3,425 2,740 €117,335,600 93,865,740 ordinary shares
2,740 preferred shares
2018          
01/19 Equity Line €500,000 400,000 €117,835,600 94,265,740 ordinary shares
2,740 preferred shares
02/19 Equity Line €312,500 250,000 €118,148,100 94,515,740 ordinary shares
2,740 preferred shares
03/27 Equity Line €375,000 300,000 €118,523,100 94,815,740 ordinary shares
2,740 preferred shares
04/17 Performance shares €22,027.50 17,622 €118,545,127.50 94,833,362 ordinary shares
2,740 preferred shares
04/20 Equity Line €312,500 250,000 €118,857,627.50 95,083,362 ordinary shares
2,740 preferred shares
05/24 Employee savings €147,471.25 117,977 €119,005,098.75 95,201,339 ordinary shares
2,740 preferred shares
07/05 DPS(1) €2,012,081.25 1,609,665 €121,017,180 96,811,004 ordinary shares
2,740 preferred shares
2019          
03/21 Equity Line €500,000 400,000 €121,517,180 97,211,004 ordinary shares
2,740 preferred shares
05/22 Employee savings €180,066.25 144,053 €121,697,246.25 97,355,057 ordinary shares
2,740 preferred shares
07/11 Preferred shares €4,652.50 3,722 €121,701,898.75 97,355,057 ordinary shares
6,462 preferred shares
07/16 DPS(1) €3,410,023.75 2,728,019 €125,111,922.50 100,083,076 ordinary shares
6,462 preferred shares
08/19 Performance shares €10,935.00 8,748 €125,122,857.50 100,091,824 ordinary shares
6,462 preferred shares
09/02 Preferred shares €180.00 144 €125,123,037.50 100,091,824 ordinary shares
6,606 preferred shares
12/31 Conversion of preferred shares into ordinary shares €99,750 79,800    
  Delisting of preferred shares converted into ordinary shares €(997.50) (798) €125,221,790 100,171,624 ordinary shares
5,808 preferred shares

 

189

 
Date Transaction Amount of
capital increase
Number of
securities created
Share capital after
the transaction
Equity comprising
share capital
2020          
03/02 Conversion of preferred shares into ordinary shares € 260,750 208,600    
  Delisting of preferred shares converted into ordinary shares €(2,607.50) (2,086) €125,479,932.50 100,380,224 ordinary shares
3,722 preferred shares
03/13 Preferred shares €2,132.50 1,706 €125,482,065.00 100,380,224 ordinary shares
5,428 preferred shares
05/20 Employee savings €128,546.25 102,837 €125,610,611.25 100,483,061 ordinary shares
5,428 preferred shares
07/13 Preferred shares €115 92 €125,610,726.25 100,483,061 ordinary shares
5,520 preferred shares
07/17 DPS(1) €3,839,785 3,071,828 €129,450,511.25 103,554,889 ordinary shares
5,520 preferred shares
07/20 Preferred shares €467.50 374 €129,450,978.75 103,554,889 ordinary shares
5,894 preferred shares
12/31 Conversion of preferred shares into ordinary shares €88,250 70,600    
  Delisting of preferred shares converted into ordinary shares €(882.50) (706) €129,538,346.25 103,625,489 ordinary shares
5,188 preferred shares
12/31 Statement of share capital     €129,538,346.25 103,625,489 ordinary shares
5,188 preferred shares

 

(1) DPS: dividend payment in shares.
(2) Before the two-for-one Rubis share split of July 28, 2017.

 

6.2.8 Additional information

 

No agreement anticipating preferential conditions for the disposal or acquisition of shares is likely to be submitted to the French financial market authority.
There is no pledge of shares of the issuer held as pure registered shares.
No public offering of purchase or exchange and no price guarantee was carried out by third parties on Company shares, and Rubis has not made a public exchange offer for the shares of another company.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 190
 
 
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