6.5 Stock options, performance shares and preferred shares

 

In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the special report of the Management Board on stock options, performance shares and preferred shares.

 

6.5.1 Award policy

 

The Company has set up stock option plans, performance share plans and preferred share plans to motivate and retain high-potential executives and Senior Managers of subsidiaries whom it wishes to keep in its workforce over the long term to ensure its future growth. These plans also enable the Company to ensure that the interests of beneficiaries are aligned with those of shareholders over the long term.

 

The Managing Partners and the General Partners of the Company are not eligible for any plans of this nature.

 

Pursuant to the recommendations of the Afep-Medef Code, all plans issued by the Company are subject to performance conditions and the beneficiaries’ continued presence in the Group’s workforce as of the day of the exercise of the option, the vesting of performance and preferred shares or the conversion of preferred shares into ordinary shares. New shares are delivered in respect of all of these plans.

 

The main characteristics of the stock option, performance share and preferred share plans, and in particular the performance conditions to which they are fully subject, are set out in section 6.5.6 of this document.

 

6.5.2 Stock options

 

The Combined Shareholders’ Meeting of June 11, 2019 (23rd resolution) authorized the Company to issue a maximum number of stock options equal to 0.25% of the number of shares making up the share capital as of the date of the same Meeting, i.e. 243,394 stock options.

 

In accordance with the provisions of this resolution, the options may only be exercised at the end of a minimum period of three years, provided that the beneficiary is in the Group’s workforce as of the date of exercise of the option and subject to the fulfilment of the performance conditions set out below. In addition, the subscription price of the shares may not be less than the average listed price of the Rubis share during the 20 trading days (or any other number of trading sessions that may subsequently be provided for by law) prior to the date of the meeting of the Management Board during which the subscription options will be granted. No discount may be applied.

 

In view of the 150,276 stock options granted on December 17, 2019, the Company had, as of January 1, 2020, a balance of 93,118 stock options to be granted.

 

PRESENCE CONDITION AND PERFORMANCE CONDITIONS

 

The exercise of stock options is subject to the beneficiary’s presence in the Group’s workforce as of the exercise date and to the fulfillment of the performance conditions described below, assessed over three years:

 

total shareholder return (TSR) of the Rubis share: condition relating to 50% of the total number of options granted. TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question.
   
  In order for all the options subject to this condition to be exercised, the cumulative TSR of the Rubis share, calculated over three years, must exceed the cumulative TSR of the SBF 120 over the same period. Otherwise, the condition will not be met and no options subject to this condition may be exercised;
   
net income, Group share: condition relating to 25% of the total number of options granted.
   
  In order for all the options subject to this condition to be exercised, the average annual growth in net income, Group share must reach at least 6% over three fiscal years, i.e. a total of 18% over the period in question.

 

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  Nevertheless, a linear exercise rate will be applied to the number of options initially allocated in the case of growth between 9% and 18%. If growth is less than or equal to 9%, the condition will not be met and no options subject to this condition may be exercised;
   
earnings per share (“EPS”): condition relating to 25% of the total number of options granted.
   
  In order for all the options subject to this condition to be exercised, the cumulative EPS growth of the Rubis share, calculated over three fiscal years, must exceed the cumulative FactSet consensus over the same period. Otherwise, the condition will not be met and no options subject to this condition may be exercised.

 

PLANS IN PROGRESS

 

PLAN SET UP IN 2020

 

On November 6, 2020, a stock option plan covering 87,502 options was set up. It benefited 36 employees.

 

The subscription price for new shares was set at €29.71, i.e. the average of the Rubis share price during the 20 trading days preceding November 6, 2020. No discount was applied.

 

The exercise of the options is subject to:

 

the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant of the options (i.e. on the date of publication of the 2023 financial statements);
   
the presence of the beneficiaries in the Group’s workforce at the time they are exercised.

 

The exercise period of the options will cover a period of 10 years.

 

No retention period has been set for the shares resulting from the exercise of the options.

 

PLAN SET UP PRIOR TO 2020

 

On December 17, 2019, a stock option plan covering 150,276 options was set up. It benefited 41 employees.

 

The subscription price for new shares was set at €52.04, i.e. the average of the Rubis share price during the 20 trading days preceding December 17, 2019. No discount was applied.

 

The exercise of the options was subject to:

 

the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant date of the options (i.e. on the date of publication of the 2022 financial statements);
   
the presence of the beneficiaries in the Group’s workforce at the time they are exercised.

 

The exercise period of the options will cover a period of 10 years.

 

No retention period has been set for the shares resulting from the exercise of the options.

 

STOCK OPTIONS REMAINING TO BE EXERCISED AS OF DECEMBER 31, 2020

 

There are 237,778 outsanding stock options resulting from the plans of December 17, 2019 and November 6, 2020.

 

6.5.3 Performance shares

 

The Combined Shareholders’ Meeting of June 11, 2019 (22nd resolution) authorized the Company to grant a maximum number of free performance shares equal to 1.25% of the number of shares making up the share capital as of the date of the same Meeting, i.e. 1,216,972 performance shares.

 

In accordance with the provisions of this resolution, the performance shares will only vest after a minimum period of three years, provided that the beneficiary is in the Group’s workforce as of the potential vesting date and subject to the fulfillment of the performance conditions set out below.

 

In view of the 385,759 performance shares granted on December 17, 2019, the Company had, on January 1, 2020, a balance of 831,213 performance shares to be granted.

 

PRESENCE CONDITION AND PERFORMANCE CONDITIONS

 

The vesting of performance shares is subject to the presence of the beneficiary in the Group’s workforce as of the potential vesting date as well as the fulfillment of the performance conditions, assessed over three years, described below:

 

total shareholder return (TSR) of the Rubis share: condition relating to 50% of the total number of options allocated. TSR corresponds to the change in the share price of the Rubis share plus the dividends distributed and detached rights over the period in question.
   
  In order for all the performance shares subject to this condition to vest, the cumulative TSR of the Rubis share, calculated over three years, must exceed the cumulative TSR of the SBF 120 over the same period. Otherwise, the performance condition will not be met and no performance shares subject to this condition will vest;
   
net income, Group share: condition relating to 25% of the total number of options allocated.
   
  In order for all the performance shares subject to this condition to vest, the average annual growth in net income, Group share must reach at least 6% over three fiscal years, i.e. 18% in total over the period in question.
   
  However, a straight-line exercise rate will be applied to the number of shares initially granted in the case of growth of between 9% and 18%. If growth is less than or equal to 9%, the performance condition will not be met and no performance shares subject to this condition will vest;
   
earnings per share (“EPS”): condition relating to 25% of the total number of options allocated.
   
  In order for all the performance shares subject to this condition to vest, the cumulative growth in Rubis’ EPS calculated over three fiscal years must exceed the cumulative FactSet consensus over the same period. Otherwise, this condition will not be met and no performance shares subject to this condition will vest.

 

PLANS IN PROGRESS

 

PLAN IMPLEMENTED IN 2020

 

On November 6, 2020, a free performance share plan was set up, covering 787,697 shares. It benefited 55 employees.

 

The vesting of the performance shares by the beneficiaries was subject to:

 

the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 194
   
 
  third full fiscal year following the grant of the options (i.e. on the date of publication of the 2023 financial statements);
   
the presence of the beneficiaries in the Group’s workforce at the date of the potential vesting.

 

No retention period has been set.

 

PLAN SET UP PRIOR TO 2020

 

On December 17, 2019, a performance share plan covering 385,759 shares was set up. It benefited 49 employees.

 

The vesting of the performance shares by the beneficiaries was subject to:

 

the fulfillment of the performance conditions set out above, which will be assessed as of the date of publication of the annual financial statements for the third full fiscal year following the grant of the options (i.e. on the date of publication of the 2022 financial statements);
   
the presence of the beneficiaries in the Group’s workforce at the date of the potential vesting.

 

No retention period has been set.

 

PERFORMANCE SHARES IN THE PROCESS OF VESTING AS OF DECEMBER 31, 2020

 

There are 1,173,456 outsanding performance shares resulting from the plans of December 17, 2019 and November 6, 2020.

 

6.5.4 Preferred shares

 

Since 2015, the Company has implemented nine preferred share plans: one plan in 2015, one in 2016, two in 2017, three in 2018 and two in 2019.

 

Preferred shares have the same par value as ordinary shares, but have neither voting rights nor preferential subscription rights. They do, however, receive a dividend equal to 50% of that paid for an ordinary share, effective from their issue date, following the vesting period, with the stipulation that, taking into account the conversion coefficient used (0 to 100), 100 times fewer preferred shares are issued than ordinary shares. The dividend is paid in cash without the possibility of opting for payment in shares.

 

EMPLOYMENT CONDITIONS AND PERFORMANCE CRITERIA

 

Vesting of the preferred shares and their conversion into ordinary shares are subject to the beneficiary’s continued employment within the Group.

 

The conversion of the preferred shares takes place on the basis of the average annual overall rate of return (“AAORR”) of Rubis shares. The AAORR, which incorporates the stock-market performance of the share as well as dividends and rights for the period, must be equal to or greater than 10% over four full years (i.e. a minimum of 40% over four years). The conversion ratio is one preferred share for 100 ordinary shares for an AAORR higher than or equal to 10%. The conversion coefficient used for converting preferred shares into ordinary shares varies by the straight-line method between 0 and 100 depending on the actual AAORR on the conversion date.

 

This performance condition is assessed when the preferred shares are converted into ordinary shares. If the AAORR achievement rate is zero or less than 100% or if the beneficiary has left the Group, the preferred shares that are not converted may be bought back by the Company at par value with a view to their cancelation.

 

VESTING AND HOLDING PERIODS

 

Except for the plan of September 2, 2015 –for which the Shareholders’ Meeting had set a two-year vesting period followed by a two-year retention period – the plans below have a three-year vesting period followed by a minimum one-year retention period.

 

PLANS IN PROGRESS

 

PLAN SET UP IN 2020

 

No preferred share plan was set up in 2020. The Company is no longer authorized to issue preferred shares.

 

PLANS SET UP PRIOR TO 2020

 

September 2, 2015 plan

 

The September 2, 2015 plan relating to 2,884 preferred shares convertible into 288,400 ordinary shares, for which the performance condition was validated by the Management Board on September 2, 2019, saw its conversion period into ordinary shares expire on March 2, 2020.

 

On March 2, 2020, the Management Board recorded the conversion of 1,094 preferred shares into 109,400 ordinary shares since January 1, 2020 and automatically converted 992 preferred shares (i.e. 99,200 ordinary shares) that had not been converted by the beneficiaries.

 

July 11, 2016 plan

 

The July 11, 2016 plan saw its one-year retention period expire on July 11, 2020.

 

Of the 3,864 preferred shares granted under the plan, only 3,722 had been issued by July 11, 2019, 50 preferred shares having been canceled due to the departure of a beneficiary from the Group’s workforce and 92 preferred shares having been subject to a deferred vesting period (of one year) for certain beneficiaries whose income is taxable outside France.

 

After noting the presence of the beneficiaries in the Group’s workforce as of that date, the Management Board, at its meeting of July 13, 2020:

 

decided to create 92 preferred shares that were subject to a deferred vesting period;
   
noted that the performance condition described above had been fully met: the post-closing AAORR as of July 10, 2020 was 11.64% (i.e. 46.56% at the end of the four-year period), corresponding to a conversion coefficient of 100 ordinary shares per preferred share.

 

The 3,814 preferred shares are therefore convertible by the beneficiaries into 381,400 ordinary shares within 18 months following the Management Board meeting of July 13, 2020 (i.e. until close of business on January 12, 2022).

 

As of December 31, 2020, 706 performance shares had been converted into ordinary shares by the beneficiaries. At the end of the 18-month conversion period, i.e. January 13, 2022, the preferred shares not converted by the beneficiaries will be automatically converted by the Company.

 

March 13, 2017 plan

 

The March 13, 2017 plan for 1,932 preferred shares saw its three-year vesting period expire on July 13, 2020.

 

After noting the presence of the beneficiaries in the Group’s workforce, the Management Board, at its meeting of March 13, 2020, approved the creation of 1,706 preferred shares out of the 1,932 that could be created, 226 preferred shares having been subject to a deferred vesting period (of one year) for certain beneficiaries whose income is taxable outside France.

 

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July 19, 2017 plan

 

The July 19, 2017 plan for 374 preferred shares saw its three-year vesting period expire on July 19, 2020.

 

After noting the presence of the beneficiaries in the Group’s workforce, the Management Board, at its meeting of July 20, 2020, approved the creation of 374 preferred shares.

 

March 2, 2018 Plan

 

The vesting period for the plan of March 2, 2018, relating to 345 preferred shares, was still in progress as of December 31, 2020.

 

March 5, 2018 plan

 

The vesting period for the plan of March 5, 2018, relating to 1,157 preferred shares, was still in progress as of December 31, 2020.

 

October 19, 2018 plan

 

The vesting period for the plan of October 19, 2018, relating to 140 preferred shares, was still in progress as of December 31, 2020.

 

January 7, 2019 plan

 

The vesting period for the plan of January 7, 2019, relating to 62 preferred shares, was still in progress as of December 31, 2020.

 

December 17, 2019 plan

 

The vesting period for the plan of December 17, 2019, relating to 662 preferred shares, was still in progress as of December 31, 2020.

 

PERFORMANCE SHARES

 

IN THE PROCESS OF VESTING AS OF DECEMBER 31, 2020

 

These consist of the 2,366 preferred shares corresponding to the plans of March 2, March 5, and October 19, 2018 and January 7 and December 17, 2019, which were still vesting.

 

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6.5.5 Number of ordinary shares that may be issued as of December 31, 2020 as a result of all current plans

 

As of December 31, 2020, the potential volume of ordinary shares that may be issued as a result of all stock option, performance share and preferred share plans in the process of vesting was 2,189,234 shares, i.e. 2.11% of the share capital, breaking down as follows:

 

237,778 shares in respect of stock option plans not yet exercised;
1,173,456 shares in respect of performance share plans for which the vesting period is ongoing;
778,000 shares in respect of preferred share plans that have not yet been converted into ordinary shares.

 

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6.5.6 Monitoring of stock option, performance share and preferred share plans

 

The tables below show the characteristics of the stock option, performance share and preferred share plans outsanding as of December 31, 2020, as well as the history of completed plans.

 

STOCK OPTION PLANS OUTSTANDING AS OF DECEMBER 31, 2020

 

Stock option plans   2019 plan   2020 plan
Date of Shareholders’ Meeting   06/11/2019   06/11/2019
Date of grant by the Management Board   12/17/2019   11/06/2020
Total number of shares available for subscription(1)   150,276   87,502
Total number of beneficiaries   41   36
•   of which corporate officers   0   0
Start date for exercising options   Date of publication of the 2022 annual financial statements   Date of publication of the 2023 annual financial statements
Expiration date for exercising options   Date of publication of the 2032 annual financial statements   Date of publication of the 2033 annual financial statements
Subscription price (in euros)   52.04   29.71
Performance conditions (assessed over three years):        
•   total shareholder return (TSR) of the Rubis share   Relates to 50% of the award(2)   Relates to 50% of the award(5)
•   net income, Group share   Relates to 25% of the award(3)   Relates to 25% of the award(6)
•   earnings per share (EPS)   Relates to 25% of the award(4)   Relates to 25% of the award(7)
Total number of options exercised   0   0
Number of canceled/void options   0   0
Number of options outstanding as of 12/31/2020   150,276   87,502

 

(1)One option gives the right to subscribe for one share.
(2)Cumulative TSR of the Rubis share between the fiscal years 2020 and 2022 higher than the cumulative TSR of the SBF 120 over the same period.
(3)Average annual growth in net income, Group share of 6% between fiscal years 2020 and 2022 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%).
(4)Cumulative EPS growth of the Rubis share between fiscal years 2020 and 2022 higher than the FactSet consensus over the same period.
(5)Cumulative TSR of the Rubis share between fiscal years 2021 and 2023 higher than the cumulative TSR of the SBF 120 over the same period.
(6)Average annual growth in net income, Group share of 6% between fiscal years 2021 and 2023 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%).
(7)Cumulative EPS growth of the Rubis share between fiscal years 2021 and 2023 higher than the FactSet consensus over the same period.

 

OPTIONS GRANTED TO AND EXERCISED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE 2020 FISCAL YEAR

 

    Number of options
granted/exercised
  Weighted average
price (in euros)
  Date of
plans
 
Options granted by the issuer during the fiscal year to the top 10 Group employees receiving the largest number of grants   48,647   29.71   11/06/2020  
Options exercised during the year by the 10 Group employees exercising the highest number of options   0   -   -  

 

HISTORY OF EXPIRED STOCK OPTION PLANS

 

Date of plans  

Number of

options allocated(1)

 

Of which

options canceled

 

Number of

 options exercised

  Expiration date
for exercising options
 
January 17, 2001   222,939(2)   0   222,939   July 16, 2011  
December 13, 2002   12,349(2)   0   12,349   December 12, 2012  
January 19, 2004   38,143   0   38,143   January 18, 2014  
July 29, 2004   4,978   0   4,978   July 28, 2014  
July 12, 2005   6,493   0   6,493   July 11, 2015  
July 27, 2006   344,980   21,383   323,597   July 26, 2012  
November 17, 2006   5,116   0   5,116   November 16, 2012  
August 29, 2007   8,314   0   8,314   August 28, 2013  
February 12, 2008   24,732   0   24,732   February 11, 2013  
June 4, 2008   10,392   0   10,392   June 3, 2014  
July 22, 2009   752,485   14,548   737,937   July 21, 2014  
April 28, 2011   79,376   21,082   58,294   April 27, 2016  
July 9, 2012   548,525   0   548,525   July 8, 2017  
(1)Following readjustments due to various capital increases.
(2)Before the two-for-one Rubis share split of July 8, 2011.

 

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PERFORMANCE SHARE PLANS OUTSTANDING AS OF DECEMBER 31, 2020

 

Performance share plan   2019 Plan   2020 Plan
Date of Shareholders’ Meeting   06/11/2019   06/11/2019
Date of grant by the Management Board   12/17/2019   11/06/2020
Number of shares allocated   385,759   798,697
Total number of beneficiaries   49   55
•   of which corporate officers(1)   0   1
•   of which French residents   21   24
•   of which non-French residents   28   31
Vesting date of shares:        
•   French residents   Date of publication of the 2022 annual financial statements   Date of publication of the 2023 annual financial statements
•   Non-French residents   Date of publication of the 2022 annual financial statements   Date of publication of the 2023 annual financial statements
Performance conditions (assessed over three years):        
•   total shareholder return (TSR) of the Rubis share   Relates to 50% of the award(2)   Relates to 50% of the award(5)
•   net income, Group share   Relates to 25% of the award(3)   Relates to 25% of the award(6)
•   earnings per share (EPS)   Relates to 25% of the award(4)   Relates to 25% of the award(7)
Number of shares vested   0   0
Number of canceled/void stock options   0   0
Number of shares subject to deferred vesting   NA   NA
Number of performance shares outstanding as of 12/31/2020   385,759   787,697
(1)Exclusively Group subsidiaries.
(2)Cumulative TSR of the Rubis share between the fiscal years 2020 and 2022 higher than the cumulative TSR of the SBF 120 over the same period.
(3)Average annual growth in net income, Group share of 6% between fiscal years 2020 and 2022 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%).
(4)Cumulative EPS growth of the Rubis share between fiscal years 2020 and 2022 higher than the FactSet consensus over the same period.
(5)Cumulative TSR of the Rubis share between fiscal years 2021 and 2023 higher than the cumulative TSR of the SBF 120 over the same period.
(6)Average annual growth in net income, Group share of 6% between fiscal years 2021 and 2023 (i.e. a minimum of 18% in total, with straight-line degression between 18% and 9%).
(7)Cumulative EPS growth of the Rubis share between fiscal years 2021 and 2023 higher than the FactSet consensus over the same period.

 

PERFORMANCE SHARES GRANTED TO AND PERFORMANCE SHARES VESTED BY THE GROUP’S TOP 10 NON-CORPORATE OFFICER EMPLOYEES DURING THE 2020 FISCAL YEAR

 

    Number of performance   Date  
    shares granted/vested   of plans  
Performance shares granted by the issuer during the fiscal year to the 10 Group employees with the highest number of shares thus granted  

331,884

  11/06/2020  
Performance shares vested during the fiscal year by the 10 Group employees with the highest number of shares thus vested  

0

  -  

 

HISTORY OF EXPIRED FREE PERFORMANCE SHARE PLANS

 

    Number of performance   Of which   Number of performance       End date  
Date of plans   shares granted   canceled shares   shares vested   Vesting date   of retention period  
July 27, 2006   44,304(1)   3,054   41,250   March 11, 2010   March 11, 2012  
November 17, 2006   717(1)   0   717   March 11, 2010   March 11, 2012  
August 29, 2007   600(1)   0   600   October 15, 2010   October 15, 2012  
February 12, 2008   1,768(1)   0   1,768   February 14, 2011   February 14, 2014  
June 4, 2008   728(1)   0   728   June 16, 2011   June 16, 2013  
July 22, 2009   106,405   2,080   104,325   August 20, 2012   August 3, 2014  
April 28, 2011   11,356   2,636   8,720   May 13, 2014   May 13, 2016  
July 9, 2012   195,751   0   195,751   July 10, 2015   July 10, 2017  
July 18, 2012   1,444   0   1,444   July 20, 2015   July 20, 2017  
September 18, 2012   3,609   0   3,609   Canceled shares   -  
July 9, 2013   11,395   0   11,395   July 11, 2016   July 11, 2018  
January 3, 2014   5,101   0   5,101   January 3, 2017   January 3, 2019  
March 31, 2014   751   0   751   April 3, 2017   April 3, 2017(2)  
August 18, 2014   114,616   1,500   113,116   August 18, 2017   August 18, 2019  
April 17, 2015   17,622   0   17,622   April 17, 2018   April 17, 2020  
(1)Before the two-for-one Rubis share split of July 8, 2011.
(2)Standard retention period of two years from vesting not applicable to the sole beneficiary due to his invalidity corresponding to classification in the second category provided for in Article L. 341-4 of the French Social Security Code.

 

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PREFERRED SHARE PLANS OUTSTANDING AS OF DECEMBER 31, 2020

 

Preferred share plans   2015 Plan   2016 Plan   2017 Plan   2017 Plan   2018 Plan   2018 Plan   2018 Plan   2019 Plan   2019 Plan
Date of Shareholders’ Meeting   06/05/2015   06/09/2016   06/09/2016   06/08/2017   06/08/2017   06/08/2017   06/08/2017   06/08/2017   06/08/2017
Date of grant by the Management Board   09/2/2015   07/11/2016   03/13/2017   07/19/2017   03/02/2018   03/05/2018   10/19/2018   01/07/2019   12/17/2019
Number of preferred shares allocated   2,884(5)   3,864(5)  

1,932(5)

as reported

  374(5)   345   1,157   140   62   662
Total number of beneficiaries   44   51   19   6   1   10   1   1   1
•   of which corporate officers(1)   2   2   2   0   1   1   1   0   0
•   of which French residents   34   38   15   5   1   10   1   0   1
•   of which non-French residents   10   13   4   1   0   0   0   1   1
Vesting date of preferred shares:                                    
•   French residents   09/02/2017   07/11/2019   03/13/2020   07/20/2020   03/02/2021   03/05/2021   10/19/2021   01/07/2022   12/17/2022
•   Non-French residents   09/02/2019   07/11/2020   03/13/2021   07/20/2020   03/02/2022   03/05/2022   10/19/2022   01/07/2023   12/17/2023
Date of convertibility of preferred shares into ordinary shares   09/02/2019   07/13/2020   03/13/2021   07/19/2021   03/02/2022   03/05/2022   10/19/2022   01/07/2023   12/17/2023
Expiry date of the conversion period into ordinary shares   03/02/2020   01/13/2022   09/13/2022   01/19/2023   09/01/2023   09/04/2023   04/18/2024   07/06/2024   06/16/2025
Number of preferred shares vested   2,884   3,814   1,706   374   -   -   -   -   -
Number of preferred shares canceled/void   0   50   0   0   -   -   -   -   -
Number of preferred shares subject to deferred vesting   -   -   226   0   0   0   0   0   0
Performance condition (assessed over four years):                                    
•   Reference Price(2) (for the assessment of the AAORR(3))
(in euros)
  32.38   33.78   43.10   50.28   57.97   57.89   47.28   46.78   52.12
•   AAORR(3) achieved   75.56%   46.56%   -   -   -   -   -   -   -
•   conversion coefficient applied(4)   100   100   -   -   -   -   -   -   -
Number of preferred shares converted into ordinary shares   2,884   706   -   -   -   -   -   -   -
Number of preferred shares outstanding as of 12/31/2020   0   3,108   1,932   374   345   1,157   140   62   662
(1)Exclusively Group subsidiaries.
(2)Average of the opening prices quoted for Rubis shares during the 20 trading days preceding the date of the allocation of the preferred shares.
(3)Average annual overall rate of return (“AAORR”) for the Rubis share equal to a 10% minimum (i.e. a minimum AAORR of 40% over four years).
(4)The conversion coefficient varies between 0 and 100 ordinary shares for one preferred share, depending on the actual AAORR. Straight-line degression will be applied between the actual AAORR and the target AAORR (10%) giving the right to a maximum coefficient of 100.
(5)Following the two-for-one Rubis share split of July 28, 2017.

 

PREFERRED SHARES GRANTED TO AND PREFERRED SHARES VESTED BY THE TOP 10 NON-CORPORATE OFFICER EMPLOYEES OF THE GROUP DURING THE 2020 FISCAL YEAR

 

    Number of preferred shares granted/vested   Date
of plans
Preferred shares granted by the issuer during the fiscal year to the 10 Group employees with the highest number of shares thus granted   0   -
Preferred shares vested during the fiscal year by the 10 Group employees with the highest number of shares thus vested   1,374   03/13/2017
07/19/2017

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 200
   
 
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