7.4 Statutory Auditors’ reports

 

7.4.1 Statutory Auditors’ report on the consolidated financial statements

 

OPINION

 

Pursuant to the engagement entrusted to us by your Shareholders’ Meeting, we have audited Rubis’ accompanying consolidated financial statements for the fiscal year ended December 31, 2020.

 

In our opinion, the consolidated financial statements give a true and fair view of the results of operations for the past year, and of the assets and liabilities, and financial position at the end of the fiscal year of the group comprising the persons and entities included in the consolidation, in accordance with IFRS as adopted in the European Union.

 

The audit opinion expressed above is consistent with our report to the Accounts and Risk Monitoring Committee.

 

BASIS FOR OPINION

 

AUDIT FRAMEWORK

 

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Our responsibilities under the said standards are described in the section entitled “Statutory Auditors’ responsibilities for the audit of the consolidated financial statements” of this report.

 

INDEPENDENCE

 

We conducted our audit engagement in compliance with independence rules provided for by the French Commercial Code and the French Code of Ethics for Statutory Auditors, over the period from January 1, 2020 to the date of our report and, specifically, we did not provide any services prohibited by Article 5(1) of Regulation (EU) No. 537/2014.

 

JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS

 

The global crisis linked to the Covid-19 pandemic has created special conditions for the preparation and audit of the financial statements for this fiscal year. This crisis and the exceptional measures taken in the context of the state of health emergency have had multiple consequences for companies, particularly on their activity and their financing, as well as increased uncertainties on their future prospects. Some of these measures, such as travel restrictions and remote working, have also had an impact on the internal organization of companies and on the way audits are conducted.

 

It is in this complex and changing situation that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we draw your attention to the key audit matters relating to the risks of material misstatement that in our professional judgment were of greatest significance in the audit of the consolidated financial statements for the fiscal year under review, as well as our responses to such risks.

 

These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on specific items of these consolidated financial statements.

 

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MEASUREMENT OF THE RECOVERABLE VALUE OF GOODWILL

 

(Note 4.2 “Goodwill” to the consolidated financial statements)

 

Risk identified   Our response

As of December 31, 2020, goodwill is recorded in the balance sheet for a net book value of €1,220 million.

 

The Group tests goodwill for impairment at least once a year or more frequently if there are indications of impairment. An impairment loss of €46 million was recognized during the first half of the fiscal year.

 

An impairment loss is recognized when the recoverable value falls below the net book value, the recoverable value being the higher of the value in use, determined on the basis of the discounted expected future cash flows, and the fair value less disposal costs (as described in note 4.2 “Goodwill” to the consolidated financial statements).

 

We considered that the measurement of the recoverable value of the goodwill is a key matter in our audit because of the significant value of the goodwill appearing on the balance sheet and the substantial use of judgment by Management in determining future cash flow forecasts and the main assumptions used, in particular in the context of the Covid-19 pandemic.

 

We examined the methods used by Rubis to carry out impairment tests in line with the accounting standards in force.

 

We assessed the process for preparing cash flow forecasts used by Management to determine the value in use, reviewed, with the help of our valuation experts, the mathematical models used and verified the correct calculations of these models.

 

We assessed the reasonableness of the main estimates, and more specifically:

 

•   the consistency of cash flow projections with the business plans drawn up by Management, taking into account the effects of the Covid-19 pandemic and expected business recovery trends. Where applicable, we also compared Management’s forecasts with past performance and the market outlook, together with our own analyses;

 

•   the discount rates applied to future cash flows by comparing the parameters comprising them with external references, with the help of our valuation experts.

 

We reviewed the sensitivity analyses performed by Management and performed our own sensitivity calculations on the key assumptions to assess the potential impacts of these assumptions on the conclusions of the impairment tests.

 

We also assessed the appropriateness of the information presented in note 4.2 “Goodwill” to the consolidated financial statements.

 

RECOGNITION OF THE INVESTMENT IN RUBIS TERMINAL

 

(Note 3.2.2 “Disposal of 45% of Rubis Terminal” to the consolidated financial statements)

 

Risk identified   Our response

On January 21, 2020, the Group and private equity fund I Squared Capital signed an agreement, effective April 30, under which I Squared Capital indirectly acquired 45% of Rubis’ 99.8% stake in Rubis Terminal.

 

Following this transaction, the Group still held nearly 55% of the share capital of Rubis Terminal.

 

The governance arrangements set out in the shareholders’ agreement entered into with I Squared Capital involve joint control. As the Group’s interest in the partnership is a joint venture, Rubis Terminal has been accounted for in the Group’s financial statements using the equity method since April, 30 2020.

 

The transaction can be analyzed as the full disposal of Rubis’ interest in Rubis Terminal, followed by the recognition of a new investment corresponding to the 55% interest kept by Rubis.

 

Given the significant impact of the disposal by Rubis of 45% of its stake in Rubis Terminal and the judgment required to determine control of Rubis Terminal following the transaction, we considered the disposal by Rubis of 45% of its stake in Rubis Terminal to be a key audit matter.

 

Our work consisted notably in:

 

•   assessing the appropriateness of the classification of Rubis Terminal as activities held for sale (IFRS 5) up to the date of finalization of the disposal on April 30, 2020;

 

•   reviewing the legal documents relating to the transaction;

 

•   confirming the assessment of the Management under which Rubis and I Squared Capital exercise joint control over Rubis Terminal;

 

•   verifying the total net income recognized on the disposal;

 

•   verifying the initial recognition at fair value, as of April 30, 2020, of the 55% retained by Rubis in RT Invest (joint venture created for the purpose of the partnership) and its subsequent valuation as of December 31, 2020;

 

•   carrying out an analysis of the tax impacts associated with the disposal process, with the assistance of our tax experts;

 

•   verifying that the consolidated financial statements provide appropriate information on this transaction and its accounting consequences.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 274
 
 

SPECIFIC VERIFICATION

 

As required by the prevailing laws and regulations, we have also verified in accordance with professional standards applicable in France the information relating to the Group given in the management report of the Management Board.

 

We have no observations to make as to its fairness and consistency with the consolidated financial statements.

 

We certify that the consolidated Non-Financial Information Statement provided for by Article L. 225-102-1 of the French Commercial Code is included in the Group’s management report, it being specified that, in accordance with the provisions of Article L. 823-10 of the said Code, the information contained in this statement was not the subject of verifications on our part as to its fairness or consistency with the consolidated financial statements. This should be dealt with in the report of an independent third party.

 

OTHER VERIFICATIONS OR INFORMATION PROVIDED FOR BY LEGAL AND REGULATORY TEXTS

 

FORMAT OF THE CONSOLIDATED FINANCIAL STATEMENTS INTENDED TO BE INCLUDED IN THE ANNUAL FINANCIAL REPORT

 

In accordance with III of Article 222-3 of the AMF General Regulation, the Management of your Company has informed us of its decision to postpone the application of the single electronic information format as defined by Delegated European Regulation No. 2019/815 of December 17, 2018 to fiscal years beginning on or after January 1, 2021. Consequently, this report does not contain any conclusions on compliance with this format in the presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in section I of Article L. 451-1-2 of the French Monetary and Financial Code.

 

APPOINTMENT OF THE STATUTORY AUDITORS

 

We were appointed as Statutory Auditors of Rubis by your Shareholders’ Meeting of June 30, 1992 for Mazars and SCP Monnot & Associés, and of June 11, 2020 for PricewaterhouseCoopers Audit.

 

As of December 31, 2020, Mazars and SCP Monnot & Associés were in the 29th uninterrupted year of their engagement, including 26 years since the Company’s securities were admitted to trading on a regulated market, and PricewaterhouseCoopers Audit were in their first year.

 

RESPONSIBILITIES OF MANAGEMENT AND THE PERSONS RESPONSIBLE FOR GOVERNANCE AS REGARDS THE CONSOLIDATED FINANCIAL STATEMENTS

 

Management is responsible for the preparation and fair presentation of consolidated financial statements in accordance with IFRS as adopted in the European Union, and for establishing such internal control that it deems necessary to enable the preparation of consolidated financial statements that are free of material misstatements, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing in these financial statements, as applicable, matters relating to the going concern principle and applying the going concern basis of accounting, unless it is intended to wind up the Company or cease trading.

 

The Accounts and Risk Monitoring Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, and, where applicable, internal audits concerning procedures for handling accounting and financial information.

 

The consolidated financial statements have been approved by the Management Board.

 

STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

 

OBJECTIVE AND AUDIT APPROACH

 

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements as a whole do not contain any material misstatements. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As specified in Article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

 

As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit.

 

In addition, the Statutory Auditor:

 

identifies and assesses the risk of material misstatements in the consolidated financial statements, whether due to fraud or error, and designs and implements audit procedures to address such risks, and obtains audit evidence that it deems sufficient and appropriate to provide a basis for an opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;

 

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assesses the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as the information concerning them provided in the consolidated financial statements;

assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists as to events or circumstances liable to cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to this date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If it concludes that material uncertainty exists, it draws the attention of the readers of the audit report to the related disclosures provided in the consolidated financial statements or, if such disclosures are not provided or are inadequate, it issues a qualified certification or a refusal to certify;

evaluates the overall presentation of the consolidated financial statements and whether the consolidated financial statements reflect the underlying transactions and events so as to give a true and fair view;
as regards the financial information of the persons or entities included in the consolidation, collects information that it deems sufficient and appropriate to express an opinion on the consolidated financial statements. It is responsible for the management, supervision and performance of the audit of the consolidated financial statements as well as for the audit opinion.

 

REPORT TO THE ACCOUNTS AND RISK MONITORING COMMITTEE

 

We submit to the Accounts and Risk Monitoring Committee a report that outlines the scope of the audit and the work program implemented, as well as our significant audit findings. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.

 

Our report to the Accounts and Risk Monitoring Committee includes the risks of material misstatement that in our professional judgment were of greatest significance in the audit of the consolidated financial statements for the year under review, and which as such constitute the key audit matters that we are required to describe in this report.

 

We also provide the Accounts and Risk Monitoring Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the Accounts and Risk Monitoring Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

 

  Meudon, Courbevoie and Neuilly-sur-Seine, April 26, 2021  
  The Statutory Auditors  
Monnot & Associés Mazars PricewaterhouseCoopers Audit
Laurent Guibourt Ariane Mignon Cédric Le Gal

 

7.4.2 Statutory Auditors’ report on the annual financial statements

 

OPINION

 

In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying annual financial statements of Rubis for the fiscal year ended December 31, 2020.

 

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2020 and of the results of its operations for the year then ended in accordance with French accounting principles.

 

The audit opinion expressed above is consistent with our report to the Accounts and Risk Monitoring Committee.

 

BASIS FOR OPINION

 

AUDIT FRAMEWORK

 

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Our responsibilities under the said standards are described in the section entitled “Statutory Auditors’ responsibilities for the audit of the annual financial statements” of this report.

 

INDEPENDENCE

 

We conducted our audit engagement in compliance with independence rules provided for by the French Commercial Code and the French Code of Ethics for Statutory Auditors, over the period from January 1, 2020 to the date of our report and, specifically, we did not provide any services prohibited by Article 5(1) of Regulation (EU) No. 537/2014.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 276
 
 

JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS

 

The global crisis linked to the Covid-19 pandemic has created special conditions for the preparation and audit of the financial statements for this fiscal year. This crisis and the exceptional measures taken in the context of the state of health emergency have had multiple consequences for companies, particularly on their activity and their financing, as well as increased uncertainties on their future prospects. Some of these measures, such as travel restrictions and remote working, have also had an impact on the internal organization of companies and on the way audits are conducted.

 

It is in this complex and changing situation that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code relating to the justification of our assessments, we draw your attention to the key audit matters relating to the risks of material misstatement that in our professional judgment were of greatest significance in the audit of the annual financial statements for the fiscal year under review, as well as our responses to such risks.

 

These matters were addressed in the context of our audit of the annual financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on specific items of these annual financial statements.

 

MEASUREMENT OF EQUITY SECURITIES

 

(Note 3.2 “Equity Interests” to the annual financial statements)

 

Risk identified   Our response

Equity interests, which appear among assets in the balance sheet in the net amount of €1,032.6 million as of December 31, 2020, represent 47% of total assets.

 

Equity interests are recognized at their acquisition cost or contribution value. At the end of the fiscal year, investments are estimated at their value in use determined on the basis of a multi-criteria analysis taking into account in particular the share of the equity of the subsidiary that these securities represent, and forecasts of future cash flows or market value. If the value in use is lower than the book value, an impairment expense is recognized in net financial income and expense.

 

We consider the valuation of equity interests to be a key audit matter, given their significant asset value on Rubis’ balance sheet and the substantial degree of judgment used by management, both in terms of the choice of valuation method and the assumptions used, particularly in the context of the Covid-19 pandemic.

 

As part of our assessment of the accounting rules and policies followed by your Company, we assessed the valuation methods used to determine the value in use of the equity interests as of December 31, 2020.

 

•   For valuations based on historical items, we ascertained that shareholders’ equity used in measuring equity interests was consistent with the financial statements of the audited entities or with analytical procedures. We also verified the arithmetic calculation;

 

•   For valuations based on forecasts, we assessed the reasonableness of the assumptions used and the estimates made by Management to determine the present value of future cash flows.

 

RECOGNITION OF THE INVESTMENT IN RUBIS TERMINAL

 

(Note 2 “Disposal of 45% Rubis Terminal” to the annual financial statements)

 

Risk identified   Our response

On January 21, 2020, Rubis and the investment fund I Squared Capital signed a partnership agreement, which was finalized on April 30.

 

Under this agreement, Rubis sold 45% of its stake in Rubis Terminal to I Squared Capital and contributed, at actual value, the remaining 55% to the RT Invest joint venture, created for the purpose of the partnership, in exchange for RT Invest securities.

 

Following this transaction, Rubis owns 55% of RT Invest.

 

Given the significant impact of this transaction on the annual financial statements, we considered the recognition of this investment to be a key audit matter.

 

Our work consisted notably in:

 

•   assessing the accounting, legal and tax treatment, with the assistance of our tax experts, of the transactions carried out as part of the disposal by Rubis of its 45% stake in Rubis Terminal;

 

•   verifying the impact of these transactions on the income statement for the fiscal year;

 

•   verifying the initial recognition at the contribution value of Rubis’ 55% stake in RT Invest;

 

•   verifying that the notes to the annual financial statements provide appropriate information on this transaction and its accounting consequences.

 

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SPECIFIC VERIFICATION

 

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law and regulations.

 

INFORMATION GIVEN IN THE MANAGEMENT REPORT AND OTHER DOCUMENTS SENT TO SHAREHOLDERS ON THE FINANCIAL POSITION AND THE ANNUAL FINANCIAL STATEMENTS

 

We have no matters to report regarding the fairness and the consistency with the annual financial statements of the information provided in the Management Board’s report and in the other documents addressed to shareholders with respect to the financial position and the annual financial statements.

 

We report to you that the information relating to payment terms referred to in Article D. 441-6 of the French Commercial Code is fairly presented and consistent with the annual financial statements.

 

REPORT ON CORPORATE GOVERNANCE

 

We confirm the existence, in the report of the Management Board on corporate governance, of the information required by Articles L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French Commercial Code.

 

Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating to compensation and benefits paid or awarded to corporate officers and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from controlled companies that are included in the scope of consolidation. Based on this work, we attest to the accuracy and fair presentation of this information.

 

Concerning the information relating to the elements that your Company considered likely to have an impact in the event of a public tender offer or exchange offer, provided pursuant to the provisions of Article L. 22-10-11 of the French Commercial Code, we verified their consistency with the documents from which they were taken and which were provided to us. On the basis of this work, we have no matters to report on this information.

 

OTHER INFORMATION

 

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.

 

OTHER VERIFICATIONS OR INFORMATION PROVIDED FOR BY LEGAL AND REGULATORY TEXTS

 

FORMAT OF THE ANNUAL FINANCIAL STATEMENTS INTENDED TO BE INCLUDED IN THE ANNUAL FINANCIAL REPORT

 

In accordance with III of Article 222-3 of the AMF General Regulation, the Management of your Company has informed us of its decision to postpone the application of the single electronic information format as defined by Delegated European Regulation No. 2019/815 of December 17, 2018 to fiscal years beginning on or after January 1, 2021. Consequently, this report does not contain any conclusions on compliance with this format in the presentation of the annual financial statements intended to be included in the annual financial report mentioned in section I of Article L. 451-1-2 of the French Monetary and Financial Code.

 

APPOINTMENT OF THE STATUTORY AUDITORS

 

We were appointed as Statutory Auditors of Rubis by your Shareholders’ Meeting of June 30, 1992 for Mazars and SCP Monnot & Associés, and of June 11, 2020 for PricewaterhouseCoopers Audit.

 

As of December 31, 2020, Mazars and SCP Monnot & Associés were in the 29th uninterrupted year of their engagement, including 26 years since the Company’s securities were admitted to trading on a regulated market, and PricewaterhouseCoopers Audit were in their first year.

 

RESPONSIBILITIES OF MANAGEMENT AND THE PERSONS RESPONSIBLE FOR GOVERNANCE AS REGARDS THE ANNUAL FINANCIAL STATEMENTS

 

Management is responsible for the preparation and fair presentation of annual financial statements in accordance with French accounting rules and principles, and for establishing such internal controls that it deems necessary to enable the preparation of annual financial statements that are free of material misstatements, whether due to fraud or error.

 

In preparing the annual financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing in these financial statements, as applicable, matters relating to the going concern principle and applying the going concern basis of accounting, unless it is intended to wind up the Company or cease trading.

 

The Accounts and Risk Monitoring Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, and, where applicable, internal audits concerning procedures for handling accounting and financial information.

 

The financial statements were approved by the Management Board.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 278
 
 

STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE ANNUAL FINANCIAL STATEMENTS

 

OBJECTIVE AND AUDIT APPROACH

 

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As specified in Article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

 

As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit. In addition:

 

it identifies and assesses the risks of material misstatement of the annual financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for its opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

it obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
it evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management in the financial statements;

it assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists as to events or circumstances liable to cast significant doubt on the Company’s ability to continue as a going concern.

This assessment is based on the audit evidence obtained up to the date of this audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or are inadequate, to modify the opinion expressed therein;

it evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

REPORT TO THE ACCOUNTS AND RISK MONITORING COMMITTEE

 

We submit to the Accounts and Risk Monitoring Committee a report that outlines the scope of the audit and the work program implemented, as well as our significant audit findings. We also report, if any, significant deficiencies in internal controls concerning procedures for handling accounting and financial information that we have identified.

 

Our report to the Accounts and Risk Monitoring Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.

 

We also provide the Accounts and Risk Monitoring Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the Accounts and Risk Monitoring Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

 

  Meudon, Courbevoie and Neuilly-sur-Seine, April 26, 2021  
  The Statutory Auditors  
Monnot & Associés Mazars PricewaterhouseCoopers Audit
Laurent Guibourt Ariane Mignon Cédric Le Gal

 

279

 

7.4.3  Statutory Auditors’ report on Related-Party Agreements

 

To the Rubis Shareholders’ Meeting,

 

In our capacity as Statutory Auditors of your Company, we hereby report on related-party agreements.

 

It is our responsibility to report to you, on the basis of the information provided to us, the main characteristics, terms and reasons justifying the Company’s interest in the agreements disclosed to us or that we may have identified in the course of our audit, without expressing an opinion on their appropriateness or substance, or seeking to identify any undisclosed agreements. It is your responsibility, in accordance with Article R. 226-2 of the French Commercial Code, to assess the benefit of entering into these agreements prior to their approval.

 

Where applicable, it is also our responsibility to provide shareholders with the information required by Article R. 226-2 of the French Commercial Code relating to the implementation during the year of agreements already approved by the Shareholders’ Meeting.

 

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. This work consisted of verifying that the information provided to us was consistent with the underlying documents.

 

AGREEMENTS SUBMITTED FOR APPROVAL BY THE SHAREHOLDERS’ MEETING

 

AGREEMENTS AND COMMITMENTS AUTHORIZED AND CONCLUDED DURING THE PAST FISCAL YEAR

 

Pursuant to Article L. 226-10 of the French Commercial Code, we have been informed of the following agreement entered into during the past fiscal year which was subject to the prior authorization of your Supervisory Board.

 

Agreement signed on April 20, 2020 relating to the contribution by your Company and Cube Storage Europe HoldCo Ltd of their stake in Rubis Terminal SA to RT Invest SA

 

Entities concerned: Rubis SCA; RT Invest SA; Cube Storage Europe HoldCo Ltd.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Director of RT Invest SA.

 

Nature, purpose and terms: on March 12, 2020, your Supervisory Board authorized the signing of a treaty relating to the contribution by your Company and Cube Storage Europe HoldCo Ltd of their stakes in Rubis Terminal SA (respectively of 55% and 45%) to RT Invest SA, signed on April 20, 2020.

 

The total value of the Rubis Terminal SA shares contributed to RT Invest SA by your Company and Cube Storage Europe HoldCo Ltd is €412,509,225.60 (i.e. approximately €735 per share contributed).

 

For the fiscal year ended December 31, 2020, your Company recognized €226,880,090.58 in respect of the contribution.

 

Purpose: the contribution is part of the partnership with Cube Storage Europe HoldCo Ltd (the vehicle chosen by I Squared Capital for this partnership), amplifying the strategy of Rubis Terminal, which aims to strengthen its existing positions in its markets, diversify its offer and explore new development opportunities outside Europe, and the subsequent structural and capital reorganization of the group formed by Rubis Terminal SA and the various entities in which it has a direct or indirect stake.

 

Assistance agreement (Transitional services agreement) in terms of consolidation, IT resources and compliance signed on April 30, 2020 with RT Invest SA

 

Entities concerned: Rubis SCA; RT Invest SA.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Director of RT Invest SA.

 

Nature, purpose and terms: your Supervisory Board, on March 12, 2020, authorized the signing of an assistance agreement (Transitional Services Agreement) relating to consolidation, IT resources, and compliance, entered into on April 30, 2020 with RT Invest SA. The purpose of this assistance agreement is to define the nature of the services provided by your Company to RT Invest SA, as well as the amount and terms of the compensation paid to your Company.

 

The agreement was entered into for a period of 12 months. It is renewed by tacit agreement for a period of one year unless terminated by one of the contracting parties. In return for these assistance services, your Company receives income from RT Invest SA, calculated on the basis of the costs generated by the assistance services, a percentage of current operating income and a margin of 5%.

 

For the fiscal year ended December 31, 2020, income related to these assistance services amounted to €40,000.

 

Purpose: the conclusion of the assistance agreement between your Company and RT Invest SA follows the reorganization of the intra-group assistance agreements as part of the establishment of the partnership with Cube Storage Europe HoldCo Ltd and the subsequent termination of the technical assistance agreement between Rubis SCA, Rubis Énergie and Rubis Terminal entered into on September 30, 2014 and its amendment No. 1 dated October 1, 2018.

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 280
   
 

Assistance agreement signed on April 30, 2020 with Rubis Énergie SAS

 

Entity concerned: Rubis SCA; Rubis Énergie SAS.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Chairman of Rubis Énergie SAS.

 

Nature, purpose and terms: on March 12, 2020, your Supervisory Board authorized the signing of an assistance agreement covering development, as well as the financial, accounting and legal fields, with Rubis Énergie SAS, signed on April 30, 2020.

 

This agreement replaces, as from April 30, 2020 the tripartite agreement signed in 2014 and its amendment signed on October 1, 2018 between your Company, Rubis Terminal SA and Rubis Énergie SAS.

 

The purpose of this agreement is to define the assistance services offered by your Company to Rubis Énergie SAS:

 

assistance with internal development, external growth and communication;
financial assistance and access to financing for Rubis Énergie SAS;
assistance in legal and administrative matters.

 

The agreement was entered into for a period of 12 months from the signing date and will be renewed by tacit agreement for new periods of one year each unless terminated by one of the contracting parties. In return for these assistance services, your Company will receive from Rubis Énergie SAS an annual fee based on 3% of its contribution to the Group’s current operating income, limited to the costs borne by your Company.

 

In respect of the financial year ended December 31, 2020, your Company recognized income of €3,820,000, corresponding to Rubis Énergie SAS’s fees under this agreement.

 

Purpose: the conclusion of the assistance agreement between your Company and Rubis Énergie SAS follows the reorganization of the intra-group assistance agreements as part of the establishment of the partnership with Cube Storage Europe HoldCo Ltd and the subsequent termination of the technical assistance agreement between Rubis SCA, Rubis Énergie and Rubis Terminal entered into on September 30, 2014 and its amendment No. 1 dated October 1, 2018.

 

Trademark license agreement signed on April 30, 2020 with Rubis Terminal SA and Rubis Terminal Infra SAS

 

Entities concerned: Rubis SCA; Rubis Terminal SA; Rubis Terminal Infra SAS.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, Chairman of the Board of Directors of Rubis Terminal SA (until April 30, 2020) and Director of RT Invest SA, company Chair of Rubis Terminal Infra SAS.

 

Nature, purpose and terms: on March 12, 2020, your Supervisory Board authorized the signing of a trademark license agreement which aims to formalize the use of the “Rubis” trademark by the company Rubis Terminal Infra SAS in its corporate name and its commercial documents. The agreement is for a fixed period of five years from the signing date.

 

The license is granted free of charge.

 

The agreement includes the termination of the agreement entered into between your Company and Rubis Terminal SA on September 25, 2019.

 

Purpose: the trademark license agreement with Rubis Terminal Infra SAS was signed following the structural and capital reorganization of Rubis Terminal SA and the various entities in which it holds a stake, directly or indirectly, as part of the partnership agreement with Cube Storage Europe HoldCo Ltd, to replace the agreement signed on September 25, 2019 with Rubis Terminal SA.

 

Current account agreement of September 17, 2020 with Agena SAS

 

Entities concerned: Rubis SCA; Agena SAS.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company and Limited Partner of GR Partenaires, itself Co-Managing Partner and General Partner of your Company.

 

Nature, purpose and terms: on September 17, 2020, your Supervisory Board authorized the signing of a current account agreement with Agena SAS. The purpose of this agreement is to defer the payment of 50% of the dividend per by-laws of your Company, due to the General Partners in respect of the 2019 fiscal year, to the month of June 2022, or before that date as soon as the price of the Rubis share reaches an average of €50 over 20 consecutive trading days (opening price).

 

Consequently, the General Partner dividend paid by your Company, via GR Partenaires, to Jacques Riou, in his capacity as General Partner of GR Partenaires, and to Agena SAS and other members of the Riou family group, as Limited Partners of GR Partenaires, will be blocked in a partner current account at your Company in the name of Agena SAS for a total of 50%, i.e. €3,353,541.

 

The funds will bear interest, until full repayment, at a rate of 0.2001%, revisable every two years.

 

For the fiscal year ended December 31, 2020, your Company recognized €1,862.26 in respect of this agreement.

 

Purpose: the conclusion of the current account agreement following the announcement by the General Partners at the Shareholders’ Meeting on June 11, 2020 of their decision to defer the payment of 50% of their dividend per by-laws, in respect of the 2019 fiscal year, given the overall economic situation in the first half of 2020, which impacted the Rubis share price.

 

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Current account agreement of September 17, 2020 with Sorgema SARL

 

Entity concerned: Rubis SCA; Sorgema SARL.

 

Person concerned: Gilles Gobin, Managing Partner and General Partner of your Company and Managing Partner of Sorgema SARL, Co-Managing Partner and General Partner of your Company and General Partner of GR Partenaires.

 

Nature, purpose and terms: on September 17, 2020, your Supervisory Board authorized the signing of a current account agreement with Sorgema SARL. The purpose of this agreement is to defer the payment of 50% of the dividend per by-laws of your Company, due to the General Partners in respect of the 2019 fiscal year, to the month of June 2022, or before that date as soon as the price of the Rubis share reaches an average of €50 over 20 consecutive trading days (opening price).

 

Consequently, the General Partner dividend paid by your Company to Gilles Gobin, Sorgema SARL and Thornton et Magerco (two Gobin family group companies) via GR Partenaires will be blocked in a partner current account at your Company in the name of Sorgema SARL, which will hold the full commitment for the Gobin family group companies, for a total of 50%, i.e. €7,824,929.

 

The funds will bear interest, until full repayment, at a rate of 0.2001%, revisable every two years.

 

For the fiscal year ended December 31, 2020, your Company recognized an expense of €4,505.26.

 

Purpose: the conclusion of the current account agreement following the announcement by the General Partners at the Shareholders’ Meeting on June 11, 2020 of their decision to defer the payment of 50% of their dividend per by-laws, in respect of the 2019 fiscal year, given the overall economic situation in the first half of 2020, which impacted the Rubis share price.

 

AGREEMENTS NOT PREVIOUSLY AUTHORIZED

 

In accordance with Articles L. 226-10 and L. 832-12 of the French Commercial Code, we would like to point out that the following agreements were not subject to prior authorization by your Supervisory Board.

 

It is our responsibility to inform you of the circumstances due to which the authorization procedure was not followed.

 

The complexity of the sale by Rubis SCA of 45% of the share capital of Rubis Terminal to Cube Storage Europe HoldCo Ltd, leading to the physical impossibility of anticipating the dates of completion of certain stages related to this sale process, and the responsiveness that the Company had to demonstrate to conclude this transaction led to the need to sign the four agreements presented below without the General Management having been able to request the prior authorization of the Supervisory Board. However, the entire disposal project (including the termination of the technical assistance agreement of September 30, 2014 and its replacement by two different assistance agreements) was presented to the Supervisory Board meeting of March 12, 2020. As the final legal terms of this sale were not finalized until shortly before the signing of the agreement of April 30, 2020, it was physically impossible to consult the Supervisory Board in advance. However, these four related-party agreements were authorized a posteriori by the Supervisory Board (unanimously by its members) after signing.

 

Shareholder loan agreement of March 30, 2020 between your Company and Rubis Terminal SA

 

Entities concerned: Rubis SCA; Rubis Terminal SA.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Chairman of the Board of Directors of Rubis Terminal SA (until April 30, 2020).

 

Nature, purpose and terms: the partnership between your Company and I Squared Capital provided for Rubis Terminal to carry out for the benefit of its shareholders, prior to its completion, the distribution of a portion of the share premium recorded in its financial statements for an amount of €136,226,250.

 

In order to facilitate the operations of Rubis Terminal SA, the parties decided that the share of the share premium that was to be paid to your Company (€135,461,445.60) should not be paid in cash but should be temporarily converted into a shareholder loan for the whole of this share.

 

The agreement provided for compensation at an annual rate of 1.32% in accordance with the rate defined in the third paragraph of Article 39 of the French General Tax Code.

 

The loan was made available to Rubis Terminal SA on the signing of the agreement as a result of the immediate non-payment of Rubis SCA’s receivable corresponding to the share of the premium allocated to it.

 

The loan was concluded from March 30, 2020 until the date on which Rubis SCA would sell to Cube Storage Europe HoldCo Ltd forty-five percent (45%) of its stake in the capital of Rubis Terminal SA or until June 30, 2020 at the latest.

 

For the fiscal year ended December 31, 2020, your Company recognized an amount of €135,461,445.56 in respect of the loan and €151,947.68 in respect of interest paid on the loan.

 

In accordance with the terms of the Agreement, the loan was repaid, principal and accrued interest, and the agreement expired on April 30, 2020.

 

The agreement was concluded to facilitate the capital and financial reorganization operations of Rubis Terminal in the context of the partnership project with I Squared Capital and is therefore of interest to the Company.

 

The agreement was not subject to the prior authorization procedure by the Rubis SCA Supervisory Board for the practical reasons mentioned above, in the introduction.

 

We inform you that, at its meeting of March 11, 2021, your Supervisory Board decided to authorize this agreement a posteriori.

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 282
   
 

Shareholder loan agreement of October 27, 2020 between Rubis SCA, RT Invest SA and Cube Storage Europe HoldCo Ltd

 

Entities concerned: Rubis SCA; RT Invest SA; Cube Storage Europe HoldCo Ltd.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Director of RT Invest SA.

 

Nature, purpose and terms: the shareholder loan agreement concerns a loan of €25,000,000 granted by your Company and Cube Storage Europe HoldCo Ltd (€13,750,000 by your Company and € 11,250,000 by Cube Storage Europe HoldCo Ltd), in your capacity as ultimate shareholders of the “Rubis Terminal Group” to RT Invest SA, in order to finance the acquisition of Tepsa shares and the costs associated with the project, as part of the external growth transactions carried out in partnership with Cube Storage Europe HoldCo Ltd.

 

Originally concluded for a term of eight years, until November 15, 2028 the loan agreement provided for interest at an annual rate of 0.50% from the effective date of receipt of the loan amount until November 15, 2022, and then at an annual rate of 5.625% from November 16, 2022 until the date of full repayment.

 

For the fiscal year ended December 31, 2020, your Company recognized an amount of €13,750,000 in respect of the loan and €10,547.95 in respect of interest paid on the loan.

 

It being specified that the loan agreement expired on December 22, 2020 following the full repayment of the loan.

 

The agreement was entered into to co-finance the acquisition of Tepsa shares as part of the external growth transactions carried out in partnership with Cube Storage Europe Ltd and is therefore of interest to the Company.

 

The agreement was not subject to the prior authorization procedure by the Rubis SCA Supervisory Board for the practical reasons mentioned above, in the introduction.

 

We inform you that, at its meeting of March 11, 2021, your Supervisory Board decided to authorize this agreement a posteriori.

 

Amendment No. 2 to the technical assistance agreement of September 30, 2014, involving the withdrawal of Rubis Terminal SA

 

Entities concerned: Rubis SCA; Rubis Énergie SAS; Rubis Terminal SA.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, Chairman of Rubis Énergie SAS and Chairman of the Board of Directors of Rubis Terminal SA.

 

Nature, purpose and terms: following the subsequent structural and capital reorganization of the group formed by Rubis Terminal SA and the various entities in which it holds an interest directly or indirectly, your Company, Rubis Énergie SAS and Rubis Terminal SA agreed, through the signing of amendment No. 2, signed on April 30, 2020 with effect from April 30, 2020, the withdrawal of Rubis Terminal SA as a party to the tripartite assistance agreement entered into on September 30, 2014 without compensation for the benefit of any of the parties.

 

Purpose: the reorganization of intra-group assistance agreements as part of the establishment of the partnership with Cube Storage Europe HoldCo Ltd necessitated the replacement of the technical assistance agreement of September 30, 2014 by bilateral agreements between Rubis SCA and RT Invest SA and between Rubis SCA and Rubis Énergie SAS. Amendment No. 2 enacts the withdrawal of Rubis Terminal SA from the assistance agreement of September 30, 2014.

 

The agreement was not subject to the prior authorization procedure by your Company’s Supervisory Board for the practical reasons mentioned above, in the introduction.

 

We inform you that, at its meeting of April 22, 2021, your Supervisory Board decided to authorize this agreement a posteriori.

 

Amendment No. 3 to the technical assistance agreement of September 30, 2014

 

Entities concerned: Rubis SCA; Rubis Énergie SAS.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Chairman of Rubis Énergie SAS.

 

Nature, purpose and terms: following the signing of amendment No. 2 on April 30, 2020, in which Rubis Terminal gave notice of its withdrawal from the tripartite assistance agreement of September 30, 2014, as presented in the previous item, your Company and Rubis Énergie SAS agreed to terminate the technical assistance agreement of September 30, 2014 by amendment No. 3 dated April 30, 2020, with effect from April 30, 2020. The companies have declared and acknowledged that no amounts or other obligation were due to them in connection with this termination.

 

Purpose: the reorganization of intra-group assistance agreements as part of the establishment of the partnership with Cube Storage Europe HoldCo Ltd necessitated the replacement of the technical assistance agreement of September 30, 2014 by bilateral agreements between Rubis SCA and RT Invest SA and between Rubis SCA and Rubis Énergie SAS. Amendment No. 3 terminates the assistance agreement of September 30, 2014.

 

The agreement was not subject to the prior authorization procedure by your Company’s Supervisory Board for the practical reasons mentioned above, in the introduction.

 

We inform you that, at its meeting of April 22, 2021, your Supervisory Board decided to authorize this agreement a posteriori.

 

AGREEMENTS ALREADY APPROVED BY THE SHAREHOLDERS’ MEETING

 

AGREEMENTS APPROVED IN PREVIOUS FISCAL YEARS WHOSE PERFORMANCE CONTINUED DURING THE PAST FISCAL YEAR

 

In accordance with Article R. 226-2 of the French Commercial Code, we have been informed that the following agreements, approved by the Shareholders’ Meeting in prior years, remained current during the past year.

 

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Trademark license agreement dated September 25, 2019 with Rubis Terminal

 

Entities concerned: Rubis SCA; Rubis Terminal SA.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, and Chairman of the Board of Directors of Rubis Terminal SA until April 30, 2020.

 

Nature, purpose and terms: at its meeting on September 11, 2019, your Supervisory Board authorized the signing of a trademark license agreement which aimed at formalizing the use of the “Rubis” trademark by the company Rubis Terminal SA in its corporate name and commercial documents.

 

The license is granted free of charge.

 

The contract was terminated on April 30, 2020.

 

Technical assistance agreement of September 30, 2014 and its amendment No. 1 of October 1, 2018 between Rubis SCA, Rubis Énergie SAS and Rubis Terminal SA

 

Entities concerned: Rubis SCA; Rubis Énergie SAS; Rubis Terminal SA.

 

Person concerned: Jacques Riou, Chairman of Agena SAS, Co-Managing Partner of your Company, Chairman of Rubis Énergie SAS and Chairman of the Board of Directors of Rubis Terminal SA.

 

Nature and purpose: to clarify its assistance agreements and their subsequent amendments, the Supervisory Board, at its meeting of August 29, 2014, authorized the signing of a new administrative, financial, commercial and legal assistance agreement dated September 30, 2014. This defines the nature of the services provided by your Company to Rubis Énergie SAS and Rubis Terminal SA, as well as the amount and terms of the compensation paid to your Company.

 

The agreement was entered into for a period of 12 months with retroactive effect from January 1, 2014, i.e. from January 1 to December 31, 2014, and was renewed by tacit agreement, for periods of one year. In return for these assistance services, your Company receives an annual fee from Rubis Énergie SAS and Rubis Terminal SA. Amendment No. 1 of October 1, 2018 was entered into in order to add to the services provided by your Company to Rubis Énergie SAS and Rubis Terminal SA, specific assistance regarding the implementation of the compliance and anti-corruption systems.

 

For the fiscal year ended December 31, 2020, your Company recorded €2,988,000 for Rubis Énergie SAS and €293,666.67 for Rubis Terminal SA.

 

The initial conditions of this agreement and its amendment No. 1 followed the control procedure with the prior authorization of the Supervisory Board of August 29, 2014. The new term, for the period from January 1 to December 31, 2020 was not subject to prior authorization by the Supervisory Board. However, the agreement and its amendment No. 1 were terminated on April 30, 2020 as part of the reorganization of the intra-group assistance agreements following the establishment of the partnership with Cube Storage Europe HoldCo Ltd.

 

Meudon, Neuilly-sur-Seine and Courbevoie April 26, 2021
The Statutory Auditors
Monnot & Associés PricewaterhouseCoopers Audit Mazars
Laurent Guibourt Cédric Le Gal Ariane Mignon

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 284
   
 

 

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