Rubis Sca · EURONEXT:RUI
Rubis Sca — Rubis — Non-Deal Roadshow (November 2024)
31 slides from Rubis Sca's roadshow presentation, November 2024
Slide 1: Corporate Governance Roadshow 2024
Corporate Governance Roadshow 2024 NOVEMBER 2024
Slide 2: Summary
Corporate Governance Roadshow Summary 01 • Rubis overview 02 • Supervisory Board - Dynamics 03 • Managing Partners Compensation 04 • General Partners’ Statutory Dividend 05 • Appendix Corporate Governance Roadshow 2024
Slide 3: Rubis overview
01 Rubis overview
Slide 4: Introduction to Rubis
01 Introduction to Rubis Extending end-to-end energy services for all GENERATE COMPANIES Public and private SOURCE & SHIP PROFESSIONALS Manufacturing, agriculture, hotels, road contractors, airlines STORE INDIVIDUALS Customers of service stations and users of DISTRIBUTE liquefied gas Corporate Gover
Slide 5: Introduction to Rubis
01 Introduction to Rubis Addressing fit-for-purpose demand with tailored energy solutions AFRICA CARIBBEAN EUROPE Developing market Fragmented market Mature market GENERATE 23 594 19 397 10 93 countries service stations territories service stations countries service stations Top 3 in most countries
Slide 6: Q3 2024 Operational Highlights
01 Q3 2024 Operational Highlights Increasing volume in ENERGY DISTRIBUTION RENEWABLE ELECTRICITY PRODUCTION Gross margin under pressure develops in line with plan Retail & Marketing Unit Volume (in '000 m3) Gross margin (in €m) margin +22% +6% Q3 24 Q3 24 Q3 24 Q3 2024 Q3 2023 Q3 2024 Q3 2023 vs Q3
Slide 7: Revised 2024 Guidance
01 Revised 2024 Guidance Renewed confidence in Group’s ability to finance renewable growth and dividend TAKE AWAYS AND MARKET OUTLOOK GUIDANCE • High volatility, characterised by sudden and sharp • EBITDA: €[675-725]m fluctuations in oil prices, results in a short-term squeeze on • Net income Group
Slide 8: Supervisory Board - Dynamics
02 Supervisory Board - Dynamics
Slide 9: Allocation of responsibilities in Limited Partnerships
02 Allocation of responsibilities in Limited Partnerships Check and balances ensuring a robust and value creative governance framework to the benefit of shareholders Supervisory Board 1 Permanent supervision of the company's management Independent body supervising the management Represents and repor
Slide 10: Composition of the Supervisory Board as of October 31st
02 Composition of the Supervisory Board as of October 31st A renewed, strengthened and diversified Board in line with best governance practices Marc-Olivier Laurent Isabelle Muller Laure Grimonpret-Tahon Nils Christian Bergene Vice-Chairman Chairman Chantal Mazzacurati Audit and CSR Rem., Appoint. a
Slide 11: Board Committees
02 Board Committees High independence and attendance rates AUDIT AND CSR COMMITTEE COMPENSATION, APPOINTMENTS AND GOVERNANCE COMMITTEE Nils Christian Bergene Alberto Pedrosa Chantal Carine Vinardi Laure Grimonpret-Tahon Cécile Maisonneuve Nils Christian Bergene Chairman Mazzacurati Chairwoman Meetin
Slide 12: Continuous reinforcement of the Supervisory Board’s composition (1/2)
02 Continuous reinforcement of the Supervisory Board’s composition (1/2) A strong and structured selection process A continuous refreshment thanks to an objective and structured selection process… Thorough and objective process for the selection of new candidates and the • In 2024, 3 candidates were
Slide 13: Continuous reinforcement of the Supervisory Board’s composition (2/2)
02 Continuous reinforcement of the Supervisory Board’s composition (2/2) Staggering of the mandates over a 3-year period French Corporate Governance Framework Rubis By-laws Implementation In line with this recommendation, Article 27 As part of its regular work, the of Rubis’ by-laws provides: Compen
Slide 14: Constant strengthening of the SB functioning and scope (1/2)
02 Constant strengthening of the SB functioning and scope (1/2) Crystallized in the revised internal rules of the Supervisory Board and its Committees (October 2024) Amendments to the Supervisory Board internal rules Governance Supervision of the management • The Supervisory Board examines • Informa
Slide 15: Constant strengthening of the SB functioning and scope (2/2)
02 Constant strengthening of the SB functioning and scope (2/2) Crystallized in the revised internal rules of the Supervisory Board and its Committees (October 2024) Functioning of the Supervisory Board Remuneration, Appointments and Governance Committee • New missions/scope: • Improvement of the Su
Slide 16: Managing Partners Compensation
03 Managing Partners Compensation
Slide 17: Managing Partners compensation (1/3)
03 Managing Partners compensation (1/3) Compensation philosophy and FY 2023 amounts STATUTORY FIXED COMPENSATION VARIABLE COMPENSATION Based on a mix of financial and non-financial criteria including CSR criteria Description Indexed on inflation Capped at 50% of fixed compensation Aggregated amount
Slide 18: Managing Partners compensation (2/3)
03 Managing Partners compensation (2/3) Reminder of the key changes in the 2024 compensation policy Responsiveness to shareholders expectations and stronger alignment to the Group’s strategy ✓ Strengthening of the vesting scale of the global performance of Rubis share to avoid any vesting below medi
Slide 19: Managing Partners compensation (3/3)
03 Managing Partners compensation (3/3) FY2024: Reshaping of variable remuneration Criteria Achievement rate Weighting ● Difference between Rubis perf. and SBF120 perf. exceeds 2 percentage points = 100% ● Difference between Rubis perf. and SBF120 perf. is Share price performance vs. SBF120 27.5% be
Slide 20: General Partners’ statutory dividend
04 General Partners’ statutory dividend
Slide 21: General Partners’ statutory dividend
04 General Partners’ statutory dividend Strong alignment with shareholders' interest ● The General Partners receive a dividend for a financial year equal to 3% of the Total Shareholder Return, if positive, of Rubis’ shares (formula below) ● This dividend may in no case exceed 10% of the Group net in
Slide 22: Appendix
05 Appendix
Slide 23: Reminder: the Rubis Limited Partnership
05 Reminder: the Rubis Limited Partnership Rubis is a partnership limited by shares, governed by Articles L. 226-1 et seq. of the French Commercial Code Rubis shares are listed on the regulated market of Euronext (Compartment A) Audit and CSR Committee Limited Partners / Supervisory Board Shareholde
Slide 24: Reminder: Respective roles of the Supervisory and Management Boards
05 Reminder: Respective roles of the Supervisory and Management Boards Supervisory Board in charge of the permanent supervision of the Company’s management ● Supervises the company’s management ● Examines financial statements prepared by the Management Board ● Assesses the quality of financial infor
Slide 25: Reminder: Significant recent improvements
05 Reminder: Significant recent improvements Reshaping of the Supervisory Board in 2022 - 2023 and 2024 Reinforcement of Board Strengthening of Assessment of Board Increased activity Independent Leadership composition Board duties composition and works ● Further board refreshment ● Gradual strengthe
Slide 26: Sustainability Oversight
05 Sustainability Oversight An efficient split of responsibilities between the Supervisory Board and its Committees Audit and CSR Committee Compensation and Appointments Committee Monitors: Examines: • the CSR Roadmap, including climate objectives and commitments; • the non-financial performance cri
Slide 27: 2024 Annual General Meeting (1/3)
05 2024 Annual General Meeting (1/3) Vote Outcome Managing Partners Published Score Recommendation Resolution 1 - Approval of the separate financial statements for the 2023 financial year FOR 100% Resolution 2 - Approval of the consolidated financial statements for the 2023 financial year FOR 99.9%
Slide 28: 2024 Annual General Meeting (2/3)
05 2024 Annual General Meeting (2/3) Vote Outcome Managing Partners Published Score Recommendation Resolution 11 - Approval of the compensation paid for FY2023 to Sorgema SARL, as Managing Partner of Rubis SCA FOR 80.9% Resolution 12 - Approval of the compensation paid for FY 2023 Agena SAS, as Mana
Slide 29: 2024 Annual General Meeting (3/3)
05 2024 Annual General Meeting (3/3) Vote Outcome Managing Partners Managing Partners Recommendation Recommendation Resolution 21 - Approval of the renewal by tacit agreement of the assistance agreement entered into between RT 91.5% FOR Invest SA and Rubis SCA Resolution 22 - Authorisation to be giv
Slide 30: H1 2024 Key figures
05 H1 2024 Key figures Robust operating performance despite headwinds – Cash-flow generation maintained at a high level NET INCOME CAPEX Retail & Marketing 24 EBITDA(1) -1% at €362m in H1 24 €130m 35 108 68 -4% vs H1 2023 (1) H1 2023 H1 2024 Support & Services Energy Distribution Capital expenditure
Slide 31: Thank you for your attention
Thank you for your attention Photos credits: DISCLAIMER This presentation does not constitute or form part of any offer or solicitation to purchase or to sell Rubis’ securities. Should you need more detailed information on Rubis, please consult the documents filed in France with the Autorité des mar