Rubis Sca · EURONEXT:RUI
Rubis Sca — Rubis — Shareholder Meeting (May 2026)
37 slides from Rubis Sca's shareholder meeting presentation, May 2026
Slide 1: Corporate Governance Roadshow May 2026
Corporate Governance Roadshow MAY 2026 2026 AGM – 10 JUNE Corporate Governance Pre-AGM Roadshow 2026
Slide 2: Marc-Olivier Laurent, Chairman of the Supervisory Board
Corporate Governance Roadshow Marc-Olivier Laurent, Chairman of the Supervisory Board Since May 2025 • Rubis SCA - Chairman of the Supervisory Board (1st nomination as member of the SB in July 2019) Currently • Chairman of the Supervisory Board of Rothschild & Co and Managing Partner of the Five Arr
Slide 3: Summary
Corporate Governance Roadshow Summary 01 • Rubis overview 02 • 2026 AGM Agenda 03 • Supervisory Board Composition and Effectiveness 04 • Managing Partners Compensation 05 • Statutory Dividend 06 • Appendix Corporate Governance Pre-AGM Roadshow 2026
Slide 4: Rubis overview
01 Rubis overview
Slide 5: Rubis footprint
01 Rubis footprint Addressing fit-for-purpose demand with tailored energy solutions AFRICA CARIBBEAN EUROPE Developing market Fragmented market Mature market - Electrification 14 Fuel = 94% of 7 21 Fuel = 63% of 633 MWp countries volume distributed countries countries volume distributed in operation
Slide 6: FY 2025 Key Take-aways
01 FY 2025 Key Take-aways Portfolio diversification driving performance CONTINUED HIGH LEVEL OF HIGH CASHFLOW, HEALTHY AND ACTIVITY ACROSS THE BOARD STABLE BALANCE SHEET €2.07 PER SHARE PROPOSED DIVIDEND EBITDA REPORTED AT €741M RECORD CASH FLOW FROM 30TH YEAR OF CONSECUTIVE +7% yoy at constant hype
Slide 7: Q1 2026 Highlights
01 Q1 2026 Highlights Strong performance underpinned by operating excellence Energy Distribution Renewable Electricity Production Growing volume Photosol secured and margins portfolio +32% vs Mar-25 in all geographies No material impact of 2026 Guidance Middle-East conflict reaffirmed 7 Corporate Go
Slide 8: 2026 AGM Agenda
02 2026 AGM Agenda
Slide 9: 2026 AGM Agenda
02 2026 AGM Agenda 1& 2 - Approve separate and consolidated financial statements and statutory report 3 - Appropriation of earnings and setting of the dividend (€2.07 per share) 4 - Renew Cécile Maisonneuve as Supervisory Board member for 3 years Slide 13 SB mandate 5 - Renew Alberto Pedrosa as Supe
Slide 10: Supervisory Board
03 Supervisory Board
Slide 11: Composition of the Supervisory Board as of May 5, 2026
03 Composition of the Supervisory Board as of May 5, 2026 A strengthened and diversified Board 2025 AGM 2026 AGM* # members 14 12 Independence 93% 100% Marc-Olivier Laurent Michel Delville Laure Grimonpret-Tahon Benoît Luc Chairman Vice Chairman Women 43% 50% International 28% 25% Average tenure 4.2
Slide 12: Supervisory Board Committees as of May 5, 2026
03 Supervisory Board Committees as of May 5, 2026 Fully independent committees AUDIT AND CSR COMMITTEE COMPENSATION, APPOINTMENTS AND GOVERNANCE COMMITTEE (CAGC) Alberto Pedrosa Marc-Olivier Laurent Michel Delville Chairman Laure Grimonpret-Tahon Cécile Maisonneuve Benoit Luc Isabelle Muller Chairwo
Slide 13: Renewal of three independent Supervisory Board members
03 Renewal of three independent Supervisory Board members Cécile Maisonneuve, Alberto Pedrosa et Carine Vinardi (resolutions 4 to 6) Cécile Maisonneuve (resolution 4) – 4 years tenure – renewed at the 2025 AGM with >98% • Management • She began her career in 1997 at the French National Assembly succ
Slide 14: Supervisory Board Functioning and Effectiveness
03 Supervisory Board Functioning and Effectiveness • The SB held 14 meetings in 2025, and 6 executive sessions vs 11 board meetings in 2024 (including 7 executive sessions) • Induction program rolled out for the newly onboarded SB members Effectiveness • Ongoing training programs related notably to
Slide 15: Managing Partners Compensation
04 Managing Partners Compensation
Slide 16: Managing Partners compensation in 2025
04 Managing Partners compensation in 2025 2025 amounts(1) (resolutions 10 to 14) see also details slide 23 Gilles Gobin, Sorgema, Agena, GR Partenaires Jean-Christian Bergeron Marc Jacquot (Resolutions 10 to 12) (Resolution 13) (Resolution 14) €2,626,195 €137,500 €105,000 FIXED COMPENSATION Aggregat
Slide 17: Compensation Policy for 2026
04 Compensation Policy for 2026 Synthesis of the main amendments (resolutions 17 and 18) see details on slides 24 to 30 Applicable to all Managing Partners Strengthening of sustainability criteria • Amendments to some performance criteria • Stricter objective relative to safety criterion • Enlarged
Slide 18: Compensation Policy for 2026: STI structure
04 Compensation Policy for 2026 Focus on the STI structure for Jean-Christian Bergeron and Marc Jacquot • Getting closer to the average STI structure observed at selected peer group* aim at • Incentivizing the over-performance of financial objectives • Stringent objectives o The objectives to reach
Slide 19: General Partners' statutory dividend
05 General Partners’ statutory dividend
Slide 20: General Partners' statutory dividend
05 General Partners’ statutory dividend Aligning interests with shareholders ● The status of General Partner confers a statutory right that can be valued in light of the corresponding liabilities as described in article 15 of Rubis by-laws ● A statutory dividend, aligned with shareholders’ interests
Slide 21: General Partners' statutory dividend
05 General Partners’ statutory dividend Aligning interests with shareholders 3% (( Recent share price Reference Price ) Number of outstanding shares Cumulative dividend ) Paid by Rubis to its Limited Partners The highest among the averages of At the end of the Relevant Financial Average of the openi
Slide 22: General Partners' statutory dividend: Working calendar
05 General Partners’ statutory dividend Working calendar • Discussions are conducted in coordination with the SB and are informed with feedbacks from shareholder engagement program • Contemplated EGM at the beginning of Q4 2026 • New formula would apply to the 2026 statutory dividend • The SB will e
Slide 23: Appendix
06 Appendix
Slide 24: 2025 - Annual variable compensation – Achievement rate
06 2025 - Annual variable compensation – Achievement rate (resolutions 10 to 14) Criteria Achievement rate Weighting Achievement • Perf. exceeds 2 percentage points = 100% Rubis share price performance vs. SBF120 • Between 2 and 0 percentage point(s) = 50% 25% 100% • Below SBF120 Performance = 0% •
Slide 25: 2026 - Compensation Policy
06 2026 - Compensation Policy No change in structure for Gilles Gobin, Sorgema, Agena and GR Partenaires as Managing Partners (resolution 17) • It received the positive opinion of the Supervisory Board • Unchanged fixed compensation for 2026 €2,626,195 (to be indexed on inflation*), freely allocated
Slide 26: 2026 - Compensation Policy
06 2026 - Compensation Policy Incentivizing structure for Jean-Christian Bergeron and Marc Jacquot (resolution 18) • It received the positive opinion of the Supervisory Board Fixed component • Jean-Christian Bergeron: €550,000 – Marc Jacquot: €420,000 • Target STI at 80% of fixed compensation, and i
Slide 27: 2026 - Annual variable compensation
06 2026 - Annual variable compensation Gilles Gobin, Sorgema, Jean-Christian Bergeron, Agena, GR Partenaires Marc Jacquot (Resolution 17) (Resolution 18) Criteria At maximum At Target At maximum Rubis share price performance vs. SBF120 25% 20% 28.3% Maximum in case of overachievement Earnings per sh
Slide 28: Long-term incentive plan
06 Long-term incentive plan Jean-Christian Bergeron et Marc Jacquot . Maximum 100% of their fixed compensation . Subject to stringent performance conditions . 3 years performance period . Gilles Gobin, Sorgema, Agena, and GR Partenaires are not beneficiaries of such plans . Financial Authorization v
Slide 29: 2026 - Annual Variable compensation (resolution 17)
06 2026 - Annual Variable compensation (resolution 17) Gilles Gobin, Sorgerma, Agena, and GR Partenaires Criteria Vesting scale Weighting • Perf. exceeds 2 percentage points = 100% Rubis share price performance vs. SBF120 • Between 2 and 0 percentage point(s) = 50% 25% • Below SBF120 Performance = 0
Slide 30: 2026 - Annual Variable compensation (resolution 18)
06 2026 - Annual Variable compensation (resolution 18) Jean-Christian Bergeron et Marc Jacquot (1/2) Criteria Vesting scale At target Overperformance • Outperformance: if greater than or equal to +4 percentage points => 141.5% of the criterion • > 2 percentage pts and < 4 percentage pts = linear bet
Slide 31: 2026 - Annual Variable compensation (resolution 18)
06 2026 - Annual Variable compensation (resolution 18) Jean-Christian Bergeron et Marc Jacquot (2/2) Criteria Vesting scale At target Overperformance This criterion pursues a dual objective: • on the one hand, to ensure the broad dissemination of the strategy, in order to foster its adoption by the
Slide 32: Supervisory Board Skills Matrix – As of March 2026
06 Supervisory Board Skills Matrix – As of 11 March 2026 Balanced and strong skillset Corporate Governance Pre-AGM Roadshow 2026 32
Slide 33: The Rubis Limited Partnership
06 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 Shareholders Compens
Slide 34: Reminder: Allocation of responsibilities in Limited Partnerships
06 Reminder: Allocation of responsibilities in Limited Partnerships A balanced and robust governance framework to create shareholder value Supervisory Board Independent body responsible for the continuous oversight of 1 Oversees the management of the company the management Represents and reports to
Slide 35: Respective roles of the Supervisory and Management Boards
06 Respective roles of the Supervisory and Management Boards Supervisory Board in charge of the continuous oversight of the Company’s management ● Supervises the company’s management ● Examines financial statements prepared by the Management Board ● Assesses the quality of financial information ● Pr
Slide 36: Reminder of the 2025 AGM dynamic
06 Reminder of the 2025 AGM dynamic Key resolutions voted by shareholders Executive Succession and remuneration looking forward Supervisory Board composition Management Board: Appointment of 2 New Managing Partners Supervisory Board: 6 candidates proposed by the Management Board ISS Glass Lewis Scor
Slide 37: Thank you for your attention
Thank you for your attention Photos credits: @ Gilles Dacquin / @ Rubis photo library 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