Rubis Sca · EURONEXT:RUI
Rubis Sca — Rubis — Non-Deal Roadshow (May 2024)
41 slides from Rubis Sca's roadshow presentation, May 2024
Slide 1: Corporate Governance Roadshow 2024
Corporate Governance Roadshow 2024 MAY 2024
Slide 2: Summary
Corporate Governance Roadshow Summary 01 • Rubis overview 02 • FY 2023 results and key events since end of 2023 03 • Corporate Governance 04 • 2024 Annual General Meeting 05 • Appendix Corporate Governance Roadshow 2024
Slide 3: Rubis overview
01 Rubis overview
Slide 4: Introduction to Rubis
01 Introduction to Rubis Serving the energies of today and tomorrow RENEWABLE ELECTRICITY PRODUCTION Accelerated development €798m RETAIL & MARKETING SUPPORT & SERVICES EBITDA (FY 2023) ~4,500 Africa, Caribbean, Europe Europe (Photosol), Caribbean (HDF Energy) Distribution of energy and bitumen B2C
Slide 5: Annual cashflow allocation mechanism for Rubis Group
01 Annual cashflow allocation mechanism for Rubis Group Financing investments with cashflow from legacy activities while pursuing dividend growth Dividend 200 Energy Capex Energy Distribution add. Cash available for Distribution 50% Corp. debt growth capex 80 leverage 40 40 CASHFLOW Cash available f
Slide 6: Market Outlook and Strategy
01 Market Outlook and Strategy A differentiated approach depending on products and geographies MID-TERM MARKET OUTLOOK AND RUBIS DIFFERENTIATED STRATEGY AFRICA CARIBBEAN EUROPE • LPG 3-6% p.a. • LPG 1-3% p.a. • LPG (3)-0% p.a. Transition energy Growth in line with tourism Slowly decreasing mar
Slide 7: FY 2023 results and key events since end of 2023
02 FY 2023 results and key events since end of 2023
Slide 8: FY 2023 Key Financial Figures
02 FY 2023 Key Financial Figures Double-digit growth in operating performance – High cash-flow generation EBITDA (€M) NET INCOME CAPEX (€M) 283 +19% 258 €354m 669 798 44 77 +17% +8% 215 206 +14% vs. FY 2022 adjusted(1) 576 (adjusted for vs. FY 2022 503 goodwill impairment) FY 2022 FY 2023 Energy Dis
Slide 9: 2023 above targets across the board
02 2023 above targets across the board Enabling Rubis to grow its dividend for the 28th year in a row GROUP TARGETS REALISED Expected EBITDA €[690-730]m EBITDA €798m, up 19% yoy underpinned by the excellent operating performance in the Caribbean region Improving Net income Group share Net income Gro
Slide 10: Key events since end of 2023
02 Key events since end of 2023 ● Solid operating performance on the back of a high comparable base Q1 2024 update ● 2024 Guidance reiterated ● Rubis announced in March 2024 that it has entered into exclusive negotiations with I Squared Capital for the sale of its 55% stake in Rubis Terminal Sale of
Slide 11: Corporate Governance
03 Corporate Governance
Slide 12: Reminder: the Rubis Limited Partnership
03 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 13: Allocation of responsibilities in Limited Partnerships
03 Allocation of responsibilities in Limited Partnerships Check and balances ensuring a robust and value creative governance framework to the benefit of shareholders Supervisory Board Supervision of the management by an independent body, the 1 Permanent supervision of the company's management Superv
Slide 14: Reminder: Respective roles of the Supervisory and Management Boards
03 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 15: Reshaping of the Supervisory Board
03 Reshaping of the Supervisory Board Significant recent improvements Reinforcement of Board Strengthening of New independent Assessment of Board Increased activity composition Board duties Chairman composition and works ● Compact and effective ● Gradual strengthening of ● 9 board meetings in 2023 ●
Slide 16: Key outcomes of the latest external triennial review of 2022/2023
03 Key outcomes of the latest external triennial review of 2022/2023 1 ● The composition, size, diversity and independence of the Supervisory Board and its Committees are adapted to their duties 2 ● The functioning of the Supervisory Board and its Committees is satisfactory, as well as the documenta
Slide 17: Composition of the Supervisory Board as of today
03 Composition of the Supervisory Board as of today A renewed, strengthened and diversified Board in line with best governance practices Marc-Olivier Laurent Laure Grimonpret-Tahon Nils Christian Bergene Vice-Chairman Chantal Mazzacurati Chairman 60% 40% 20% 98% 9 Independence Women Non-French Atten
Slide 18: Skills diversity of the Supervisory Board
03 Skills diversity of the Supervisory Board Rubis has taken into consideration investors' expectations to strengthen CSR and sector expertises Management of International Finance & Sector Name Gender large industrial or Legal M&A Compliance Insurance HR CSR Security experience Audit knowledge banki
Slide 19: Board Committees
03 Board Committees High independence and attendance rates AUDIT AND CSR COMMITTEE COMPENSATION AND APPOINTMENT COMMITTEE Nils Christian Bergene Alberto Pedrosa Chantal Carine Vinardi Nils Christian Bergene Laure Grimonpret-Tahon Erik Pointillart Cécile Maisonneuve Chairman Mazzacurati Up for renewa
Slide 20: Board members selection process
03 Board members selection process A thorough process in place with the help of external advisors Key objectives of the Supervisory Board on the selection process Thorough and objective selection process Maintain a high level of international experience of more than half of 1 its members Selection p
Slide 21: Proposed independent Board members (1/2)
03 Proposed independent Board members (1/2) Michel Delville Michel Delville (64 years old) Detailed resume Selected experience ● Held various senior management positions in France and internationally in electricity transmission and control, fuel distribution and smart cards sectors: ● Joined Imerys
Slide 22: Proposed independent Board members (2/2)
03 Proposed independent Board members (2/2) Benoît Luc Benoît Luc (68 years old) Detailed resume Selected experience ● Held various senior management positions at TotalEnergies and in energy-related joint ventures ● Served as Senior Vice President Europe and as member of Total's Executive Committee
Slide 23: Board members up for renewal (1/2)
03 Board members up for renewal (1/2) Nils Christian Bergene - Chairman of the Supervisory Board and of the audit & CSR committee Nils Christian Bergene (69 years old) Detailed resume Offices held outside the Group ● Began his career in 1979 at BRS in Paris as a maritime Expired in the last 5 years
Slide 24: Board members up for renewal (2/2)
03 Board members up for renewal (2/2) Laure Grimonpret-Tahon – Chairwoman of the compensation and appointment committee Laure Grimonpret-Tahon (42 years old) Detailed resume Offices held outside the Group ● Began her career in 2006 as counsel in Dassault Systèmes’ Expired in the last 5 years company
Slide 25: 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 26: Managing Partners compensation (2/3)
03 Managing Partners compensation (2/3) Key changes in 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 median Stringent EPS-r
Slide 27: 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 28: General Partners' statutory dividend
03 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 29: 2024 Annual General Meeting
04 2024 Annual General Meeting
Slide 30: 2024 Annual General Meeting (1/4)
04 2024 Annual General Meeting (1/4) Updated following shareholder proposals received on May 15, 2024 As announced on May 16, 2024 in a Press release, the Company has received from two of its shareholders on the 15th of May 2024 requests for inclusion on the agenda of its Shareholders’ Meeting, whic
Slide 31: 2024 Annual General Meeting (2/4)
04 2024 Annual General Meeting (2/4) Overview of resolutions – Updated following shareholder proposals received on May 15, 2024 Managing Partners Recommendation Resolution 1 - Approval of the separate financial statements for the 2023 financial year FOR Resolution 2 - Approval of the consolidated fi
Slide 32: 2024 Annual General Meeting (3/4)
04 2024 Annual General Meeting (3/4) Overview of resolutions – Updated following shareholder proposals received on May 15, 2024 Managing Partners Recommendation Resolution 11 - Approval of the compensation paid for FY2023 to Sorgema SARL, as Managing Partner of Rubis SCA FOR Resolution 12 - Approval
Slide 33: 2024 Annual General Meeting (4/4)
04 2024 Annual General Meeting (4/4) Overview of resolutions – Updated following shareholder proposals received on May 15, 2024 Managing Partners Recommendation Resolution 21 - Approval of the renewal by tacit agreement of the assistance agreement entered into between RT Invest SA and Rubis SCA FOR
Slide 34: Appendix
05 Appendix
Slide 35: Financial Results
05 Financial Results Income Statement FY 2023 FY 2022 Var % EBITDA 798 669 19% • Strong performance in the Caribbean • EBITDA and EBIT inflated for FX by €31.5m in 2023, vs. €34m in 2022 EBIT 621 509 22% Share of net income from associates 15 6 160% • Increased Rubis Terminal performance Non-recurri
Slide 36: Net debt development
05 Net debt development Healthy balance sheet: decreasing corporate leverage at 1.4x ● Net debt €1,355m €367m non-recourse debt from Photosol SPV - Mostly fixed rate (swapped) - 20 years maturity €992m corporate net debt - 2/3 fixed rate and 1/3 variable - 3 years average maturity NFD(1) Net non
Slide 37: Evolution of the Supervisory Board
03 Evolution of the Supervisory Board Today vs. 5 years ago Number of Board members Independence After 2024 AGM 10 After 2024 AGM 80% 20% Today 10 Today 60% 40% 5 years ago 11 5 years ago 64% 36% Independent Non-independent Gender Nationality After 2024 AGM 30% 70% After 2024 AGM 40% 60% Today 20% 8
Slide 38: Our CSR strategy
05 Our CSR strategy A progress for a positive impact Environment People Society Reducing our Providing a safe Contributing to a more OBJECTIVES environmental footprint and stimulating working virtuous society environment Reduction of CO2 emissions Percentage of women Percentage of employees trained
Slide 39: Our climate strategy
05 Our climate strategy A clear gouvernance Climate & CSR Committee Monitoring climate strategy and chaired by the Managing Director in charge performance by the Supervisory Board of New Energies, CSR and Communications to steer the Group's carbon trajectory by: Emission reduction targets integrated
Slide 40: Extra-financial ratings
05 Extra-financial ratings Corporate Governance 40 Roadshow 2024
Slide 41: 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