Rubis (EPA:RUI)
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Apr 24, 2026, 5:38 PM CET
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AGM 2023

Jun 8, 2023

Gilles Gobin
Founder and Managing Partner, Rubis

Bien. Est-ce que vous m'entendez? Oui. Très bien. Nous allons Let's begin our combined shareholders meeting. I'd like to open the ordinary and extraordinary combined shareholders meeting. I'd like to warmly thank all shareholders who are attending this meeting, and also like to welcome all those who are connected online to follow this meeting. Are present at my side, Jacques Riou, Managing Partner of Rubis. Bruno Krief, Chief Financial Officer. On my left, Olivier Heckenroth, Chair of the Supervisory Board, and Clarisse Gobin-Swiecznik, currently Managing Director in charge of new energy CSR communication. It's, for me, an opportunity to announce that Clarisse Gobin-Swiecznik, who, as of the first of July this year, will be joining the managing partnership as co-partner of Sorgema, will be joining Rubis.

I'd like to thank Clarisse for accepting these new, important responsibility. I'd say it's an opportunity for the Rubis Group at a time when we're undergoing all these energy transition, to have at our side in the managing partnership, new blood, new skills. As you know, that Clarisse has been in the group for a great many years now, and has in-depth knowledge of all the workings and businesses in the group, and has shown through the various responsibilities that she's exercised in the group, the both human and professional responsibilities, to discharge her duties as a partner. We thank her warmly and are very pleased to welcome her to the partnership. I'd also like to greet the first round members of the Supervisory Board.

We also have a few guests who are present in the room. In order to facilitate the vote of resolutions and to rapidly display the results, an electronic voting process will be used for this meeting. You will have received electronic voting devices on entering the hall. It now falls to me to set up the Bureau. The meeting is managing partner in accordance with the bylaws. I shall be chairing this meeting. The two members of the meeting holding the greatest number of votes and have agreed to act as scrutineer.

The Groupe Industriel Marcel Dassault, holding 5,892,616 shares, represented by Madame Carole Fiquemont, also a member of the Supervisory Board, and FCP Rubis Avenir, holding 964,000 votes, represented by Madame Cécile Desravines, present in the front row. The Bureau is thereby constituted. I propose, with the agreement to scrutineers, that Madame Morand Tartaglia, Group Secretary, should act as Secretary for the Bureau for this meeting. Also in attendance are the statutory auditors of our company, Mr. Cédric Le Gall and Mr. Frédéric Nobanne, representing PricewaterhouseCoopers, as well as Mr. Jacques Francois Le Thuy and Mr. Francois Guédignac, representing KPMG. I shall now move to the formalities.

You're gathered together at the initiative of the managing partnership at the combined ordinary and extraordinary meeting, accordance with the notice of meeting published on the 28th of April, 2023, and the convening notice presented on the 17th of May. The agenda of this meeting is to be found on pages 3 and 4 of the convening notice. All the documents and information required by law are to be found in the file on the table next to Madame Morand Tartaglia. These documents, as per law, were made available to shareholders at the company's head office. I will add that Shareholders will be allowed in up until the Q&A session on the 6th of June.

Recording registration date, the share capital reached 128,993,000 shares, divided into 103,195,172 ordinary shares. On the 6th of June, there were 51,990 treasury shares that are entitled neither to the vote or the dividend. The quorum required for this meeting, 20% for the ordinary section and 25% for the extraordinary meeting. According to the provisional attendance sheet, I note that shareholders present or represented, voting remotely, have 58,313,000 shares. The quorum of one quarter has largely exceeded. Consequently, I declare that the meeting is regularly constituted and may take valid decisions. The meeting will proceed as follow: Will speak before you successively, Mr.

Jacques Riou, Managing Partner, who will present the highlights for the year 2022. Mr. Bruno Krief, our Chief Financial Officer, who will present the group's financials. Madame Clarisse Gobin-Swiecznik, Managing Director, who will present more specifically the strategic performance with a briefing devoted to our CSR approach, and notably our climate strategy. Mr. Olivier Heckenroth, Chair of the Supervisory Board, provide an update on governance. Mr. Cédric Le Gall from PricewaterhouseCoopers, representing the board of auditors, will deliver the reports of the statutory auditors of our company. Lastly, following this presentation, we will have a Q&A session. We'll begin by answering a written question that was sent to us electronic by an individual shareholder ahead of today's meeting. You'll have an opportunity to ask your question.

We'll end with the vote of the resolutions that will be led by Maura Tartaglia, our meeting secretary. These resolutions are to be found in the convening notice on pages 25 to 33. The management report on resolutions are to be found in the same document from pages 16 to 25. Lastly, let me remind you that the reports of the statutory auditors were made available to you on pages 36 to 47 of the convening notice. Thank you. That's my introduction. I shall now hand over to Jacques Riou, Managing Partner of the group, for a presentation of the highlights.

Jacques Riou
Managing Partner, Rubis

Good afternoon, everyone. I'm delighted to be able to make this presentation of FY 2022 for a number of reasons which are posted up here behind me. First of all, 2022 was a record year in terms of earnings for the group. The previous record year was 2019, and that was the last year before COVID, after which we had 2 years where we were able to limit the amount of our decline in income to less than 10%. This year, we've bounced back in line with historical developments, and we've beaten our results in earnings. You can see the figure here, EUR 326 million net adjusted income, and we'll be explaining the adjustments that had to be made.

Overall, if you take the decade as a whole, so 2012 to 2022, you can see that our average annual growth has been 10%. That, I think, is worth underscoring. It's not that common. Good performance in our various business lines. Another good reason to be very pleased to announce these results is that we now have a new business line in our group, and that is renewable electricity production. We've set up a whole new branch. It's the renewables branch. It's not a coincidence. Obviously, it didn't just happen by chance. It's a long-term approach, and you may remember that we discussed this in the meeting at the end of 2020, when it became clear that environmental transition was a must.

In fact, it's not so much a transition as a real hiatus in terms of economic development. We're going to have to make a big leap forward. In 2021, we worked hard to define the group's roadmap in terms of investment in low-carbon energy sources to supplement our traditional conventional activities. At the end of 2021, we began negotiations, and these bore fruit at the beginning of 2022 with the acquisition of Photosol, which is a leading player in photovoltaic electricity generation in France. In terms of asset values, we have got 20% of our assets now that are low carbon. This goes to show that a group with its long-term traditional lines of business is also sufficiently agile and can react speedily when required.

The third good news, piece of good news, the impetus of Clarisse. Originally, we have made huge efforts in terms of CSR roadmaps, this includes the climate plan for the company. This is very necessary given our involvement with conventional fuels. Last year, we already set ambitious carbon reduction plans for Scope 1 and 2, we added last year in-depth work so as to be able to add to this commitments to reduce our carbon footprint for Scope 3A. For us, Scope 3A is mainly subcontracted, outsourced transport with trucks and shipping. We've defined these objectives now, we are going to continue working on a whole range of measures in this field.

Everything's in a state of flux all the time, following a proliferation of regulations that come hard and fast year by year, which we are required to comply with. The fourth announcement I'd like to make is that we have continued with our long-standing policy of dividend payouts. Once again, this year, we are suggesting that you vote an increase in the dividend paid out to EUR 1.92 per share. This is an unchanged policy over more than 25 years now, a constant increase in dividend payout. This goes to show the financing capacity of the group and our growth over a 10-year period, you can see that the dividend has increased by 8%, which is very close to a double-digit figure. Since April last year, when we acquired Photosol, we've now got three lines of business.

They're energy distribution, fuel, bitumen, and the like. You're familiar with that. We've got the renewable electricity production in France, and we've also got our third line of business, which is liquid storage, a joint venture with a large, specialized American firm that specializes in infrastructure. This is storage of chemical products, oil products, and bioproducts. Here, too, everything is changing fast. Not so long ago, oil products represented more than 2/3 of the products that we processed in our facilities, and we're now at 40% for oil-based products, and chemical products, and bioproducts have taken over and now represent the lion's share. These business lines are changing, are diversifying all the time, they still fulfill the same end goals, and that is to provide energy sources, both conventional ones and new ones.

Clarisse Gobin Swiecznik
Managing Director, Rubis

We haven't changed this. We're still in the energy environment, and this is the underpinning of the whole group. Clearly, our clients' needs are changing all the time. We begin with our clients. Obviously, they have many different needs. They need conventional fuels, biofuels, green electricity. Behind green electricity, you can see that there's a whole new market emerging, the hydrogen market. More and more diversification and a complementarity with hybrid products. Our strategy is, obviously, as a result, to diversify ourselves. We have the diversified offering. Whether they be cross-selling opportunities or straightforward opportunities, according to local resources and challenges, we want to become a major player, not just in France, which we are already, but become a major player in renewable electricity production in Europe as well, and in the neighboring countries.

This can be done by pursuing steady and reasoned external growth, and of course, internal growth as well. Photosol was an example of external growth. This is what we intend to do. There are also ways and means of going about attaining your goals. For us, we are very anxious to make sure that our operations are conducted with a sense of responsibility, and that they are secure, and are done with integrity. When I say secure, I'm thinking about the environment for all of the people we work with who are involved in the environment as such. We're very anxious also to ensure that our teams, our workforce, can develop and fulfill their potential. The clients are key, but so are our teams. Now, focus on our business lines.

All of this is based on very solid underpinnings, energy requirements, meeting energy requirements. We've identified mega trends. You can see these to the left of the screen. These are, for instance, demographic changes. Demography, population growth, goes to explain, to a large extent, increased demand for energy. We have a presence in Africa. Demography counts for a lot there. There's strong population growth in the Caribbean as well, where you have areas of population growth is strong, in French Guyana, and Suriname, for instance. There are social changes that are major drivers. The increase in the middle classes and higher purchasing power in emerging countries is a major driver for energy needs.

Urbanization, also, if you want to develop a town, you need a lot of infrastructure, you need to have transport, and therefore, you need energy. The energy transition also comes into play. It's a source of opportunities. It's not necessarily a matter of increasing size and power, but rethinking the way you produce energy, going greener. These changes entail costs, but also opportunities for companies like ours and economic shifts as well. You can see that this is very complex. It amounts to meeting basic needs, cooking and heating, hot water, space heating, mobility, and industrial activities. This is a foundation that remains firm despite the economic cyclical movements. We saw this quite clearly when in 2020 and 2021, there was less economic growth.

Our positioning, well, LPG, we've been in this line of business for a long time. It's a transition solution in Europe, but also in Africa. If you deploy LPG in Africa, you can reduce the use of wood and fight deforestation, and also help to avoid lung diseases in homes if you have open wood fires. Fuels and biofuels, we're waiting for mass production for biofuels, so as to be able to meet expectations of our clients. Renewable electricity, obviously. Infrastructure, here, we're very present in Africa with bitumen and, of course, terminalling, storage. As the weeks go by, we can see how very useful this is going to be for new energy sources. Value creation for shareholders. I would like to share with you a personal sentiment here.

I'm a little bit frustrated by our listings. The results are very good. The engines of growth are present as well. You can subdivide our activities into a number of areas, those that are developing fast in terms of demography and economy, Africa and the Caribbean, on the one hand. In Africa, in particular, we have a strong development of infrastructure. Our bitumen activity is doing well because of that. Also a rollout of our service station network in East Africa, which has gone extremely well. In terms of market share and sales, extraordinary results, plus cross-selling opportunities for a mix of solar and more conventional fuels, so as to be able to meet our clients' needs.

The Caribbean was an area for which logistics is complex, that's where we do particularly well. The United States, that has a strong influence, also Canada and increasingly Brazil, with tourism and high purchasing power activities. It's an exciting region for us, there's also strong population growth in a number of the countries of the Caribbean. In Europe, the setup is a bit different. You can't say there's population growth as such. There's no mass increase in demand for energy, there's a shift in energy requirements and production, we've really been able to keep up. If you look at Europe, we have moved into the photovoltaic energy production, in Europe, in terms of the value of the assets, we have a majority of green activities.

If you read any newspaper, you can see that green development, photovoltaic energy production is going to be huge with growth in double digits. Huge boost and therefore, investments that are required. We're very ambitious. We want to triple our EBITDA in the midterm. Those are our policies. Do we have the resources to implement them? Our cash flow is EUR 500 million. For our shareholders, we set aside EUR 200 million to pay out dividends, but we still have plenty of cash to pay for investments of around EUR 200 million per year, plus an extra EUR 100 million for extraordinary investments, if I can put it that way. Not including here the increase in the group's debt capacity.

We've always been very prudent, we have plenty of room for maneuver here. We have a business model that's very flexible and very solid. We have growth drivers. We have the financial resources to fulfill our ambitions. Thank you.

Jacques Riou
Managing Partner, Rubis

I now hand over to Bruno Krief for the financials, who's our CFO.

Bruno Krief
CFO, Rubis

Thank you. Ladies and gentlemen, good afternoon. We going to continue on to slide 10 with a summary of the financials. The results that were reported a while back in March. Yes. In terms of the key figures from operations, both EBITDA and EBIT, you see a strong increase of the order of 30% that clearly demonstrates the performance achieved during the course of the year, with, of course, Caribbean and Africa, that drove the increased results. Operating income is up also 30%.

You have some pretty exceptional currency impacts that increase this aggregate, and we'll see that they were partially offset by currency losses that are shown lower down in the income statement, which this year in 2022 were high for macro-related reasons, with scarcity of the dollar notably in African countries, and the increase in the price of oil, as well as less tourist activity across those zones, that led to a loss of hard currency in those same states. Currency losses were of the order of 80%, partly passed on operationally in Nigeria on the sale of bitumen. That's why you see a sharp increase in the aggregates of 26% and 30% for the operational item. The net income is down 10%.

This fall is due for a goodwill impairment in Haiti linked to the economic conditions in that country. You know that the situation has deteriorated markedly over the past 3 years. 2022, this situation continued to worsen. In Haiti, that lead to revisiting this goodwill impairment by taking that into account in the update of cash flows that were discounted at 13%, and in 2022, were discounted at 18%. A large part of this impairment test is due to the increased interest rates that was used, and that doesn't conceal a reality. Insecurity, social, economic, political difficulties faced by the countries didn't improve matters.

40 million euros goodwill impairment was charged for the other operating income expenses. As Jacques was saying, expansion of the renewables division, with the material acquisition of Photosol and transaction costs, assessed at EUR 15 million after tax, also impacted that income. From the adjusted net income, reported net income, the two essential items that I've just described, the increase comes in at 11%, EUR 326 million as against EUR 293 million last year, and up versus 2019, which was the pre-COVID period, because 2020 was pivotal. We're really up over the longer period. We're ending the year with a financial situation that remains solid.

Of course, the increased debt demonstrate EUR 1 billion in impact on the balance sheet of the acquisitions. Between the acquisition price, EUR 400 million, and EUR 400 million in debt integrated in Photosol, that de facto increases the size of the balance sheet by EUR 800 million only on the debt side. Now, if we look at the corporate debt. Just leaving aside the debt housed in Photosol, that's very long-term debt with guarantees on the PV assets and non-recourse on the parent company. We have a corporate net debt to EBITDA ratio that's fairly modest, of 1.5 times, which prompted Jacques to say that in spite of this major acquisition, we still have the wherewithal to continue our M&A policy.

In 2022, CapEx reached some EUR 260 million, incorporating some EUR 40 million in respect to Photosol. That's 20% of group CapEx today, CapEx in renewable energies. Just a point of detail briefly on the next slide. Rubis Énergie, in summary, all businesses that to say retailing to the end user and our ancillary activities, refining, transport, shipping, and supply to third parties, which the results have increased, going from EUR 412 million to EUR 540 million. That's an increase of 31%. Volumes, full year in final distribution are up 2%.

Say that in those volumes, you have Europe, that was weak, slightly down for essentially climate reason, with a very mild winter, as you'll recall, in Europe, and the Caribbean are up 5% and Africa, broadly stable. That's because we made operating choices not to join a market that was very competitive, aviation in Africa. Excluding aviation Africa, this continent posted an increase in 3% in its volume. All in all, for Rubis Energy, you have the retail distribution activity that's increased its EBIT by 37%, and support and services grew 17%, contributing some EUR 144 million in the EUR 540 million, the EBIT for Rubis Energy as a whole. Those are the main comments on the financials.

If we can move on, perhaps, to the next slide. In terms of renewables, that's to say essentially Photosol, with the first year of consolidation over 9 months of the company, you'll see that the installed capacity in megawatts, this time, that's the metric for these aggregate capacity for electricity production grew 23% over the year. In parallel to that, the production of electricity in gigawatts per hour grew. This production, this output grew 30%.

It was a year of integration for the first time in the Rubis accounts, with revenue EUR 33 million of sales contribution, not yet material, I would say, of EUR 18 million in terms of EBITDA, and as we saw previously, EUR 45 million in CapEx devoted to increasing the scope, that's to say, the building of new solar power plants. In-depth effort was initiated with a view to the position we wish to reach in this industry through recruitment, a considerable increase of over 50% of the headcount, some 110 people.

A very promising acquisition at the end of the year for Rubis, the rooftop market, very promising, since the new climate or is being pushed favorably by the government in order to accelerate this market segment. Photosol is continuing to expand by extending its scope of activity. These were essentially solar power plants as part of the CRE tenders, that's to say, the EDF and the state. There's the new segment that's opening up, which is the corporate PPA segment. That's building plants that, of course, owned by Photosol, but unlike the state, these are private companies who commit to buying the power production.

Those are a few words on the two, I would say, flagship activities and consolidated on 100% of Rubis. Adding to that, the Rubis Terminal JV, with an infrastructure front, that we have 50% of that is against 45% for our partner. That generated an excellent contribution over the year in spite of the volatility of the current industrial content, demand, oil prices, and geopolitical context, embargos facing Russia, significant prices in natural gas, with the risk of a shortage in natural gas that marked FY22. All that put together had an impact on our clients' reaction, and there were of course, decisions to de-risk their position, which led them to store more.

We got fertilizer, vegetable oils that are extensively produced in Eastern Europe. There were such effects that boosted revenue. This subsidiary contributed to Rubis EUR 33 million dividend distribute. That's the share of dividend that we received from Rubis Terminal. The cash return, as it's known, that is net income, plus amortization, minus interest pay, minus taxes, minus investment, provide us a return on investment of a cash return on investment of 9% with a value in the Rubis account that appears for just under EUR 300 million, probably a hidden value that's very significant, higher than EUR 300 million, owing to the strategic position held by that subsidiary. A word on the consolidated financials on the next slide.

No, significant is the total balance sheet has increased by EUR 1.2 billion from EUR 5.3, growing to EUR 6.5 billion. This increase in the total balance sheet is due for some EUR 1 billion, due to the integration of Photosol between the price paid and the debt from the assets and increased working capital, the group for some EUR 200 million, for the reasons previously outlined, notably rising oil prices, generating an additional need for cash, in terms of the stock levels to be maintained. Having said that, the balance sheet remains broadly balanced. Liabilities have a net debt that's grown from EUR 400 million to EUR 1.3 billion. There's a EUR 800 million variance there. Due same reason, acquisition of Photosol, EUR 400 million, the debt, Photosol, also EUR 400 million.

We saw previously the corporate debt of the group. This is the EBIT remains modest, 1.5 times. That's important to maintain the broad balance and always have liquidity available within the group. A final word on the statutory financial statements. You'll note that there's two, very simple, EUR 2.1 billion in equity, 0 debt in the holding company, and surplus cash at the end of the year, some EUR 200 million. This EUR 200 million has remained constant. We'll pay the dividend in some 2 days, that'll be a cash out of some EUR 200 million, if you approve the corresponding resolution, of course.

These EUR 200 million cash out already replaced by the dividend that we've received from Rubis Énergie, because the cash circulates with it, has delivered 70% of its dividend these past few days. We have a cash level that's permanently maintained in the holding company so as to meet acquisitions or fund new projects urgently and constantly maintain the company with a sound financial structure. Lastly, the dividend, we've just spoken about it. You have a chart that shows the dividend growth over a long period, 8% rate of return on the dividend. We're going to propose a dividend of EUR 1.92 this year, up 3%.

This growth configuration is known in the financial jargon, an dividend aristocrat, as the Americans call it, with an uninterrupted increase of this payout over a very long period. The payout ratio, will reach 60% after that resolution, that we're on this long trajectory as regards the end of growth and visibility of the dividend guaranteed by the Rubis Énergie cash flow generation. Major investments required by investments in renewable energy, as we've seen, a large part funded by recourse to debt. I'm now going to hand over to Clarisse.

Clarisse Gobin Swiecznik
Managing Director, Rubis

Dear shareholders, I'm delighted to see you once again this year. Jacques, Bruno, have told you that the group is doing very well indeed. It's in fine health, and our positioning is all the more valid today than before, serving energies of today and tomorrow, and adapting strategies, taking into account resources and the challenges in our geographies. I will illustrate this by underscoring the highlights in each of the geographic areas. I'll talk about our climate strategy and also prospects for the current year. As Jacques explained, our strategy is based on a diverse offering, depending on the local resources and challenges. I'd like to begin with Africa, the leading geography in terms of day-to-day operations. There, our investment plan in East Africa has paid off very well.

Our service station network is brought up to highest international standards. Profitability of the whole company has been pushed up, thanks to this. Bitumen represents 40% of our income in the continent. There, activity has been strong. Since 2015, when we bought up the company, we have moved into 8 countries. We have strong growth in South Africa, where our operations began at the end of 2021. We are also working on a broad-based development plan for liquefied gas, which is supported by governments in Africa. It will replace coal and wood. That's important in terms of health and to fight against deforestation. We've already, for instance, provided these fuels for school canteens in Kenya. We're working with hospitals and ministries also. We're also working on joint offerings with solar energy production and other fuels.

This is an additional service in addition to our standard offerings, because it meets the expectations of business clients in Africa. It means that they can better control and secure their electricity supply, but also decarbonize it. I now move on to the Caribbean. In the Caribbean, tourism has picked up again after a very long health crisis, and this has led to an increase in aviation, which is significant in this area. We continue to invest to improve our service station network and to develop supplementary revenue from convenience stores, so everything that's sold at the service stations over and beyond the fuel. This is also something we're developing in Africa, and we'll do more in the future. We've also broadened our offerings for biofuels, particularly for marine clientele.

It should be underscored as well that the Caribbean is a very scattered and wide region, there are two growth drivers, Guyana and Suriname. We've only been there for a couple of years now, they're major growth drivers in this area. The economy of Guyana, for instance, had real growth of GDP of 62% last year, it's likely to increase further by another 25% this year. I would like to say a few words about HDF Energy. We've signed a strategic partnership with them in 2021 to develop hydrogen electricity power plants in remote areas. We have a plan in Barbados with HDF Energy, there, we're working with our conventional business line as well. The idea is to become the benchmark local player for innovative projects, taking part in the energy transition of the islands.

I'd like to move on to Europe, where we work mainly with LPG. In Europe, we have a decentralized approach, so we can meet the local needs of our clients. This means that we can be very efficient and have operational excellence, and this is how gradually we are gaining market shares year by year, particularly in France and Spain. LPG, as a fuel, has been given a new impetus over the last two years in France and Spain because it's attractively priced, and it is lower carbon than other fuels. Also, we are selling it with new hybrid LPG petrol car models.

We're developing the offering of biofuels, RD100, for instance, or EcoHeat100, which is 100% renewable, and we can offer a range of different fuels with a share of solar-generated electricity, particularly to clients, for instance, in the Channel Islands. I'd now like to move to photovoltaic electricity. You can see here our ambitions for development in France with Rubis Photosol. We've got a number of projects that are well advanced. In other words, we're just waiting to get planning permission. They have increased by more than 75% compared to 2021, which illustrates that this is a very dynamic market and that our teams are very professional and motivated. As for operating capacity, it grew by 23% over the first quarter of 2023.

In parallel, we're working with the Rubis Photosol to develop a number of areas. First of all, the development of rooftop photovoltaic facilities with the business clients. This following on from the adoption of a new energy transition law, which will accelerate rollout. We're also developing this offering with the Rubis Énergie subsidiaries, so as to be able to have more photovoltaic installations on rooftops of business clients. Developing corporate PPA. These are contracts to sell solar electricity to large accounts. We signed in March, a corporate PPA, 38 megawatts over 20 years with the firm Leroy Merlin. There's strong demand for companies that want to decarbonize their energy mix and secure energy supplies over the long term, so the climate is very encouraging here. Finally, the development of Rubis Photosol in other countries of Europe.

I'd like to move on now to CSR. The global performance of our group includes the CSR strategy. I've talked to you about this over the last few years, so you're well aware of that. This CSR approach is of great importance to us. We want to make sure that it is both structured and quantified. It's based on the three major pillars of sustainable development, environment, social and societal issues. First, environment. We're working particularly on two issues, the group's climate strategy that I'll present to you in a minute, and biodiversity. Social, for many years, we've been trying to ensure that management bodies have a better gender balance, so that our teams are better trained. We organize diversity awareness workshops, for instance, training to make people aware of safety issues, and helping people develop their skills.

and make sure that all of our teams are aware of ethical rules and anti-corruption measures. 88% currently have benefited from those programs, and we're finalizing risk mapping linked to human rights and putting in place an action plan. All of these CSR and climate actions are based on governance that's clearly defined. There's a clear climate strategy. First of all, we have the climate and CSR committee that brings together leading managers in the group, and Photosol, Rubis Énergie, et cetera. We have a new supervisory board that's devoted entirely to CSR strategy, and climate objectives have been included in compensation policies for the management team and group directors. The strategy for the climate is based on a full carbon footprint analysis.

We've been carrying out this analysis since 2019, this means that we can define realistic objectives that are feasible, we of course become more and more ambitious over time. We're constantly reviewing them. We had objectives to Scope 1 and 2, -20%, -30%. This year, in keeping with our roadmap, we've added an objective related to outsourced transport, both marine and road, -20%. This is known as Scope 3A. We're also working on a key tool of great interest to us, that's the internal carbon calculation that's been subdivided according to geographies, we've rolled it out over the last few months. Also note that our climate strategy is recognized by a benchmark body known as the CDP, Carbon Disclosure Project. We have been graded B by that body.

We do a lot to help the climate, and we do this around three pillars within the strategy, decarbonizing our activities, and I'd like to show you a few examples of this. For instance, we're increasing the decarbonized electricity share. An example here on the left, for our offices, our terminals, our sites. Over the last year and a half or two years, we've installed almost one megawatt of renewable electricity in our facilities and on our sites. For our own needs, we use biofuel, either for our own trucks or for our own ships. The second pillar relates to diversifications of our distribution activities. This has been mentioned in some detail. I'm going to give you a couple examples of this. First of all, the sale of biofuels.

I told you about RD100 and EcoHeat100, or hybrid solutions, LPG, with renewable sources, for instance. All of this is being developed at the moment, mainly in developed areas, France, the Channel Islands. Finally, photovoltaic electricity generation, and this thanks to the acquisition of Rubis Photosol last year. This is a fine example. It's a solar power plant in the Landes area of France. To conclude my part, what are the prospects for the group, your group, and for 2023? We are going to continue to strengthen our strategic positions in our energy distribution activities by continuing investment, and we are convinced that the energy we distribute cannot be the same everywhere. We need to respond to our clients' needs and expectations.

There are laws on energy transition that have been voted all over Europe, and this will mean that there are new growth opportunities that open up when it comes to generating renewable electricity. As for storage, we will continue to support our clients in their energy transition and the new range of products that are stored, thanks to the strategic positioning of our terminals. We're a robust and strong group. You can see this from past results, and we are very attentive to growth opportunities that will help us supplement our activities. To conclude, we're in a period of transition. I would like to very warmly thank all of our teams that day by day contribute to the achievements and success of the group. We would like to thank you, shareholders, for your loyalty and your trust.

Thank you very much. I will hand over to the next speaker.

Jacques Riou
Managing Partner, Rubis

Chair of the Supervisory Board will now deliver his report on governance. Thank you.

Olivier Heckenroth
Chairman of the Supervisory Board, Rubis

Thank you, Clarisse, for that excellent presentation. My task is to deliver the report of the Supervisory Board on governance, corporate governance of Rubis. You'll find in the reference document, the 44-page report. I won't read through it all. I'd just like to highlight the few points that marked FY 2022. As regards the Code of Governance of your company, as you know, Rubis draws inspiration from the French Employers Code that was amended back in December 2022, and today is more or less followed wherever possible, because Rubis is a managing share partnership, which means that we can't always answer all the observations.

The four points where we were slightly behind, there was one where we caught up. We put in place something that existed previously on the Risk and Accounts Committee, which is a meeting of the Supervisory Board solely attended by members of the Supervisory Board. That meeting was held in March 2023 to comply with that code. Aside from that, there's no further comment to make. As regards the Rubis management 2022, nothing special to add. We still have our managing partners. We have a group Management Committee, in which the management of your group relies, and with the managing partners, numbers six people, that's 50% men, 50% women. The target's been reached.

The goal was 30%. We can but welcome that achievement. On the supervisory board, there's been several developments, because supervisory board evolves with the group, with the company as it transform. We're soon energy producers. It's a new business, and ahead of us, there are increasingly stressful requirements, such as the duty of vigilance, the CSR, CSRD, that of course, require competencies, and with the supervisory board ensures that it has the cutting-edge skills that are required in order to drive the group's management. Since 2021, the supervisory board has seen 4 new nominations that brings the total number of members to 11. Two members with foreign nationals.

That means that 18% of the board is considered as foreign, 45% women, 55% women win the quota with the 64% independence rate there. No difficulty. The problem is that we have to continue to require people who provide diversity, complementarity, and skill sets to the board. In the near future, these renewals will be required, and we need a recruitment policy that's on the par with our ambitions. That's why we're turning to consultants whose... The profiles are reviewed by Managing Partners, Supervisory Board, the Nomination and Compensation Committee, and then entrusted to a specialized firm of consultants. We called on an outside consultancy to assess the board, and their report was delivered earlier this year.

In this report, there were observations that required that we pay attention. That was indeed the case. There have already been 2 measures taken. The informal meetings of board members, allowing them to exchange freely outside of any constraining legal structure. The executive session, Supervisory Board held solely in the presence of board members offering an opportunity for free and frank discussions. These are initiatives that promote progress and generate opinions, expert-based opinions, such as climatology, CSR, compliance, which today are issues on which a company, a listed company, needs to comply with. In FY 2022, the attendance rate reached 97%. That's quite a satisfactory rate. Lastly, there's a renewal that gonna be put to your vote. It's myself.

I won't say any more. If there are questions, of course, I'll be happy to take those. The compensation in respect of FY 2022. Again, not much to say for the managing partners, the statutory fixed compensation under Article 54. The figure cited is gross figure. It's not a salary. Consequently, this amount is paid to the managing partners. They are free to allocate this sum as they see fit. There was no variable compensation in 2022 because the triggering threshold wasn't reached, the 5% of net income group per share year-on-year.

It's regrettable because on a variable, 67.5% of conditions were met for it to be paid, so it was rather a year that was in line with the group's targets. As regards group compensation policy, as you know, every year, the group sets out to you its compensation policy for the current year, save for the fixed portion of the managing partners, that's statutory. Very often, I'm asked the question, this is the total compensation, that's all. There are no exceptional bonuses, additional pension schemes. The sums shown here are the sole sums paid to the executive officers. For the partners, this is the variable portion that is capped, as you know, at 50% of fixed compensation.

It can't go beyond that, whatever the group's results, and it's distributed, allocated on the basis of calculation that's consistent with the group's policy. 75% of the variable of financial criteria, that's to say, criteria that set out EBITDA, net income group share, and the share price versus the benchmark index, SBF 120 for us, and 25% on the group's strategy as regards employee health and safety, climate, and CSR. For health and safety, occupy, it's the benchmarks are followed. All it takes is for us to have one fatality in a year, well, the partners receive nothing for climate. This is the CO2 emissions that Clarisse referred to earlier. We compare them year-on-year, if we have achieved gains, that's good.

If not, they're withdrawn. As for the CSR, it's the Photosol, the latest acquisition, as you know, it was an unlisted company and really wasn't very well up on CSR issues for non-listed companies. Soon, a CSR roadmap will to be up to Rubis standards. That's for compensation of the managing partners. For the Supervisory Board, renewals will continue. Recruitments to Rubis must be, at the least, have compensation commensurate with market practice, and that's why you're asked to vote a package that goes from EUR 240,000 to EUR 300,000. Take count of those requirements to make sure that we can, of course, recruit the right people to secure the future Rubis. Thank you.

Jacques Riou
Managing Partner, Rubis

Thank you, Olivier. I'll now ask our statutory auditors, Mr. Cédric Le Gall from PricewaterhouseCoopers, for the statutory auditors board to deliver the report.

Cédric Le Gall
Statutory Auditor, PricewaterhouseCoopers

Managing partner, shareholders, on behalf of our auditors, KPMG and PricewaterhouseCoopers, it's a pleasure for me to account for the independent mission you have confided in us. Our reports relating to FY 2022 are in the notice of the meeting, of this shareholders meeting, and in the 2022 universal registration document. We have six reports before you. The reports on the annual and consolidated accounts, a report on regulated agreements, and three reports on capital transactions. We've also issued a report that is not the subject of a resolution, submitted to you to vote at your shareholders meeting. It's a report, consolidated declaration for extra financial performance. I suggest that we summarize the terms of these reports. I present the salient features to you. The first report relates to the annual accounts of the company.

It's on pages 309 to 311 of the universal registration document. In carrying out our duties, we considered valuation of equity holdings as being a key point for the audit. We can certify that the annual accounts, as according to French accounting rules or principles, are a fair reflection of the transactions and the results of the past financial year, and also reflect the financial situation of the company as of the 31st of December, 2022. The second report is the consolidated accounts of the report of the group. That's on pages 305 to 308 of the universal registration document. We were anxious to ensure that there were no significant anomalies in those accounts.

Our approach is adapted to the business lines and the activities of the group, its organization, and its international geographical scope. Our report on the consolidated accounts highlights the key items that we felt were the most sensitive in helping us to reach our opinion. There are two of these. First of all, valuation of recoverable amounts of goodwill, and the second relates to the acquisition of Photosol and the valuation of fair value of the assets acquired, and the liabilities taken on within the frame of that acquisition. The audit and risk committee and the supervisory board of your company were kept regularly informed of our work. By way of conclusion, we can certify, without any reservations or observations, that the consolidated accounts of the group for FY 2022 can be approved by us, and they are submitted under the second resolution.

The third report relates to regulated agreements on pages 312 and 313 of the universal registration document. The report refers to agreements that were approved during previous financial years and those that were authorized by the Supervisory Board during the past financial year. They are submitted to you for approval. Regarding the extraordinary part of your shareholders' meeting, we have issued three reports. They relate on resolution 15, resolution 17-21, and resolution 22, authorizing transactions that may have an impact on the capital of your company. First of all, capital reduction, then issue of shares and other securities, and the issue of ordinary shares of the company reserved for members of the company savings plan. These reports do not call for any specific comments.

We will draft, if required, additional reports, when taking advantage of delegation of power from your management partnership college. Thank you for your attention.

Gilles Gobin
Founder and Managing Partner, Rubis

Thank you for that. We're going to move to Q&A, just prior to that, as I said at the outset, we've received a written question sent to us in 23rd of May last electronically by Madame Yutong Lee. I'll read the question, which is rather technical. We know that the company has 2 ways of returning profits to shareholders, dividends and share buybacks. I'd like to know why you distributed the profits in the both forms, rather than just distributing solely the dividend. In other words, why did you do the share repurchase? Furthermore, what are the criteria on which you base yourself to perform this split between share buyback and dividend? I'll put the question to Bruno.

Bruno Krief
CFO, Rubis

Yes, I'll answer, madam, if she's present in the hall, or perhaps she's listening to us online. You're absolutely right. There are 2 ways of returning the company's money that belongs to shareholders, either in the form of a dividend or a share buyback. You're absolutely right. The dividend does go through financial account closings. We can't do it every day. There are annual closings, half-yearly closings, we don't choose the date freely. When we pay out a dividend, as you will be receiving in a few days' time, this dividend is taxed, and in France, notably, with the lump sum withdrawal at source of 30%, the tax is deducted directly at source.

Another way of returning money to shareholders that is a share buyback. Slightly less constraining as regards the date, because we can do it whenever we like in the date. We go through a specialized broker, and we comply with the list of constraints put in place by the French market regulator there. If it ever leads to an increase in the share price, well, the tax, you'll pay the tax in the form of, when you sell the tax in the form of a capital gains, which is 30%, that tax. You can pay it later if you sell your shares later, whereas the tax on the dividend, you'll pay it next week when you receive the dividend.

What are the other considerations that we can factor in to this rationale? For Rubis, well, you know that for a very long period, we proposed to shareholders a payment of the dividend in shares. Tax-wise, it's the same as a cash dividend, but it does allow the shareholder to increase his holding and to sometimes enjoy a discount as to compared to the market price. Now, the share price, of course, we're sensitive to the issue of the share-based dividend. That can very well have a dilutive effect at this time of the year. You see that for the past 2 years, Rubis has not opted for that, and directly proposes a payment in cash.

Furthermore, in terms of share buybacks, Rubis had this brief experience and was quite material in 2021 after getting the shareholders, that's to say, you, to vote on a resolution in that regard. We launched between January and July 2021, a program of 150 million shares that was effective out of an initial package of some EUR 250 million. As you noted, we had investment plans that we were looking at, and that's a consideration to be taken into account when we launch such a plan. Either we issue shares in order to fund the acquisition, or we keep the existing cash, the existing financial capacity to fund that same acquisition.

Depending on the time, the timing and investment opportunities that may arise, there's a choice to be made. We always come back to the same question, which is the question of capital allocation and what's to be done with the excess cash. The excess cash is returning money to the shareholder. The money belongs to you, I might add, as you know very well, a share buyback or dividend. Obviously, if we're looking at a long-term perspective, and we have investment choices that have a rate of return higher than reflected in the share price, then in that case, it's in our interest to make an investment, an acquisition that would have a rate of return for the shareholder higher than reinvesting in share.

Gilles Gobin
Founder and Managing Partner, Rubis

Thank you for those rather theoretical explanations. The reality is somewhat different.

We're gonna move to questions in the hall now. We can't see very well clearly with the arc lights, but we've got a question, I think. Sorry, I can't see very clearly. We've got the house lights on now. Chairman, two comments to make and a question to ask, if I may. The first comment is, why are we received today in a particularly unpractical venue? We have to go downstairs to be registered. I'll repeat my question. I hope you can hear me clearly. The sound isn't excellent. Can you hear me clearly now? I say that I had two comments to make and one question to ask. The first comment is, why are you hosting us today in a venue that is notoriously impractical?

We have to go downstairs to register, then we've got to go back upstairs to enter the hall, which is rather unpleasant for elderly people, of which I am one. I hope that next year, we will move back to the Salon Hoche. That was a far more congenial setting. Second observation: I regret that for the second year in a row, it is not possible to convert the dividend into shares. It amounts to poorly rewarding your loyal shareholders to proceed in that manner. Well, it not have escaped you that when you convert a dividend into shares, it's free, whereas when you accept a share that's in the stock market, then it comes at a cost.

Turning now to my question, I noted with keen interest your diversification, or more precisely, your convergence, consistent with the Paris Agreement. I'm wondering why you're not showing any interest in new energy, geothermal energy, that is to say, higher temperature geothermal energy, and not low temperature geothermal energy, which is used to heat buildings. Thank you. Yes. Well, thank you. On the first question, well, it's all down to the hall itself. There was a boxing hall not so long ago. It's actually quite interesting when we're holding a discussion here, but we'll try to do better next time, if we can. As to the dividend, the share-based dividend, in shares is obviously very attractive for shareholders, but not all shareholders.

Jacques Riou
Managing Partner, Rubis

There's a large part and a great number who are hostile to that, against that approach. There's a balance to be struck when you're co-owners of company to try and satisfy the majority, of course, so to satisfy the rules of sound management. There's another aspect in terms of sound management rules. By distributing a dividend in shares increases the company's equity, that's excellent when there's a need to increase the equity, and then we can support the dilution generated by the creation of new shares. That's particularly the case when we have M&A transactions ahead of us, and the debt, the indebtedness capacity has reached a certain limit. That hasn't been the case so far.

There's conditions that fall to those managing the group's finances to ensure that they don't overly increase the number of shares. It's a balance that we strive to achieve year after year. It doesn't mean that we won't renew. Share-based dividend has to be in line with the group's financial aggregates. There are also shareholders who are as much against that as you are in favor. Geothermal energy, you have to make choices. I mean, I'd have loved to have a nuclear power plant. It's become far much more in vogue than it was three years ago. Said, "Well, you're gonna have to add three zeros to the balance sheet." Okay, joking apart, we can't do nuclear power. Wind, offshore wind is an industrial process that's beyond the capacity of our group.

That's for companies, so it's a factor 10, a factor 100. Geothermal energy, we thought about it. I was a banker in the last century in banking. Everyone says in banking that geothermal never works. Not quite true. Go to Iceland, go to Kenya. There are people who've succeeded, but it's a highly technical, highly industrial approach, and the success is far from guaranteed. You could have mentioned biogas. Biogas, in principle, is very interesting. Couple of times, we tried to negotiate deals in 2020 in that field, unitary operations are very small to move a company the size of Rubis. We haven't found a size that allowed us from the word go to establish ourselves as a major operator in the market.

That may change, but for the time being, that's the situation that we're faced with. After all those discussions in 2021, we felt that PV was fully suited to what we can know how to do with the group's financial capacity. We found application in Photosol. We were able to close the deal in the end of 2021 and roll out in 2022. Doesn't mean that we won't extend a reach further going forward. Next question, please.

Clarisse Gobin Swiecznik
Managing Director, Rubis

Hello. Despite a good operational performance, robust balance sheet, at least it's balanced, a fairly generous dividend payout policy, how can you explain why your listing isn't better on the stock market? What do you intend to do to put that to right? Given that performance and your listing, aren't you a bit worried that you may be attracting unwanted attention from some funds? Well, as we said, like you, we have a sense of frustration on this point. That's the only indicator that's not doing really well. Thank you for pointing that out. We've been going through a 2-year period with COVID and post-COVID, energy transition.

You look around, you'll see that companies, large companies, I'm not going to quote names, but energy companies, huge profits, but they're not doing better than us on the stock markets. They've had huge profits, yet their treatment hasn't been that favorable. It's specific to Europe. You look at comparable companies in the U.S., they're worth twice as much, and they don't have such an enterprising policy when it comes to environmentally friendly activities. It's a fact. We're not the only company affected. There are other companies, comparable companies, U.K. and Canada, which very comparable in many ways, and they're not actually coming out of this any better than we are. It's not specific to Rubis.

It's not that the financial markets particularly dislike Rubis, it's just a general trend. In the case of Rubis, there was an initial phase where professional investors... We have a lot of American investors, actually, 40%. What we do is of interest to them, but a lot of them wondered whether our business model would withstand 2 years of COVID, and then would it withstand oil at $20 a barrel or $120? Comparing 2020 to 2021. We see that oil prices are hugely volatile between 20 and $120 over decades. Just look at the historic levels of the price of a barrel of oil. They were reassured by our robust performance in 2020 and 2021.

We meet international investors a lot. Now they say, "Okay, that's highly convincing, but what about PV? It's tricky, isn't it? Is your model really firm and robust?" Our answer is we've been at the controls for 12 months, that we're doing well, prospects are good. We're going to be moving out into other countries in Europe. We're keeping in Europe for the time being. If you can't wait, the income of 7% or 8% on your dividend, just please have a little bit more patience, you'll see that in a couple of months, the performance will be really great. That's the way I approach this in contacts with international investors and my colleagues, likewise, from all different backgrounds. Perhaps I could just answer about what do you intend to do about this?

It's a key question, of course. We have reinforced our investment relations teams. I go around with Bruno Krief and other people in charge of investor relations. I go out to the U.S., countries in Europe, all over. We attend conferences and financial roadshows so as to make the shares secure, attractive. We spread the good word. We have very strong foundations. The world is changing. We need to adapt. The initial strategy of Rubis was external growth. That was carried out well for 25 years. It shifted, but it's just as good. It's a long-term effort. We really go out and spread the good word. We try and be visible, generate interest in with the dealings with the press as well.

Thanks to our press attache, we've spoken to Figaro, Les Echos, Challenges, and really generate interest in our share, explain our roadmap and our strategy. It's really going out and spreading the good word. There was a question at the back of the room. Thank you. I've got a question. You mentioned shareholders. You've got shareholders who had 5% of the capital in 2021 that are now below that threshold. There's Wellington and another one, I forget the name. Whatever. Why? Why is that the case? Are they still Do they still have the capitals, share in the capital, but at lower levels? 40% from American investors you said. Are you trying to get larger benchmark investors? There's the Marcel Dassault company and BlackRock, but they're just following indices, I think.

Are you trying to get stable, larger investors around the table? Regarding solar, would you be prepared to buy out existing operators, or are the prices too high? Regarding shareholders at more than 5%, you've mentioned two. Financial markets are the way they are, and large portfolios are constantly changing their portfolio. They may be just above 5% one year, and the next year they may be slightly below, and they're perfectly entitled to proceed like that. That's the way of they do business, and it's inevitable when you're a listed company, that that will happen. This isn't specific to Rubis. Some people buy in more capital, others less. You could try and work out if there are far-reaching reasons for this. Possibly there are.

There was a business model five years ago, which has changed. Perhaps the business model presented to you by Clarisse was not the model that the people who'd bought shares five or 10 years ago had in mind, but then they're replaced by other shareholders. I won't take up more of your time talking about shifting in the number of shares that people hold, but what you can see is that we've got liquidity, which is a part of valuation. It's not a bad thing that somebody who's got 5% of shares sells some of those, or withdrawals from the company is replaced by somebody else. It's just part of the way financial markets work. Regarding PV and other acquisitions, I think that was your question, that we might be tempted to make.

We explained that when we bought up Photosol, we were acquiring a major platform, a key platform, so as to have greater reach and to deploy our activities. We're not necessarily considering acquiring another Photosol, but within Photosol, we've got a lot of know-how. There are teams, good workforce, there's goodwill, and we're going to leverage this so that it can develop, not necessarily by acquiring new companies, but in development agreements, for instance, with teams abroad. We don't want to have to pay out a second time pipe for projects, but really rather work with other companies with contractual agreement. Buying in business, tangible business activities that then we can deploy as suitable for each geography in which we're investing.

The acquisition is done, and from now on, we'll be thinking more in terms of development. There's another question, I think. Mr. Luchet, I'm an individual shareholder. You are still classified as an oil company. Are you affected by problems in funding your oil-related or storage-related activities through banks? There's a lot of banks are coming under outside pressure, and they no longer want to fund or finance new oil reserves, for instance, and the like. Are you bearing the brunt of that at all? Regarding other investors, I went to the Total shareholders meeting, and the French government is still the second largest shareholder there. An anecdote, I saw that Total was going to hand back its storage terminals in Dunkirk back to EDF.

Is there perhaps an opportunity there, given that Total will be backing out of this business a bit?

Jacques Riou
Managing Partner, Rubis

On funding capacity, we're not experiencing any difficulty. We all had information indicating that exploration production might be discarded by a number of financial institutions. Not at all the case for product distribution, so we're not seeing that at all. We are seeing funds, debt funds, on the contrary, are looking closely at these companies and come and see us, and sure, as they go and see others, too. The answer is no stress in that respect. Sorry, I didn't hear the last question on Dunkirk. We got a big platform in Dunkirk. We don't need the TotalEnergies platform to develop our activities there. There are always talks, discussion, because there are depots. We have the biggest platform, so there's no issue there. I know, but it doesn't concern us at all.

Good afternoon. You mentioned the fact that you'd try to boost the share price, but we looking at the outlook for 2023 or even discussed sales for Q1, they're already reported. Your question is on how did the year 2023 get started? You're right. In May, we published, we reported on the first three months. First three months that showing volume stability, but what's more important is margin increase, the unitary margin, both in the distribution of petroleum projects as well as in support and services. Furthermore, in Q1, in terms of PV, photovoltaic, again, the light intensity, January, March, isn't a key criterion, but it has to be viewed over a longer term than a mere quarter.

Really to answer your question, the results that we saw for the first three months or even the first four months of the year, seem to augur what we said in March. We're confident in increase in adjusted net income. Adjusted net income, adjusted for, as I said, for one-offs, Haiti and acquisition costs on a growth that would be as the... English? Mid to high single digit. Do you want the translation or do you understand? Okay, thank you. Ronald Sämann? Next question. Yes, please.

Ronald Sämann
Activist Shareholder, Rubis

My name is Ronald Sämann, and I'm a single shareholder, personal shareholder, and I hold 4.8% of the company.

Jacques Riou
Managing Partner, Rubis

We didn't have that discussion. If I look at the share price. Over the past four years, the price has dropped. I think we've understood you. I think we've understood you. The price has fallen 60%, something like that, it rose again a bit. The lowest share price was 20 EUR. It's somewhat offensive for people here to speak about the. How great the company is without the shareholder return. During that time, the share price declined gradually. We saw very little activity to remedy that situation, the company did 3 things that must now be mentioned. Firstly, we acquired Photosol, which promised to be more profitable than it is. Not profitable.

at all in the, in the total, or it's very minimal, the, its contribution? What's interesting is to see on page six, you find a section which states our principles of action. You don't mention profitability at all. If I look at the documents that I have, the profitability of the company is not increasing at all with the actions that the company has taken. What's more, resolution number 10 is to remove the element of profitability from reimbursement, the condition triggering the bonus. It's actually, the growth of 5% that existed previously, and it's proposed that that be deleted in resolution 10 of this year. Forgive me, that's clear. That's clear, yes.

I know that the dividend is increasing and pushed like that, but it makes absolutely no difference to the shareholders present here. It's absolutely minimal as compared to the reduction in value of shares. Thank you. Thank you for coming to attend the meeting. I was saying thank you so much for coming here because I know you've traveled a long way to be with us today. Thank you for speaking French, because I know that it's not your mother tongue, so thank you very much. For as to the rest, I'm not quite in agreement with you on a number of points. You say that the profitability of the company is not rising.

The figures show, from my standpoint, that the earnings are increased and the income has increased over the past 10 years at a pace of 10% per annum on average. In 2022, as we've already said, we're posting growth over the last record achieved in 2019. I can't really agree with what you said on that first point. As regards investment in Photosol, I fully understand your reasoning. Indeed, the immediate accounting results of Photosol are rather difficult to understand and need to be put in relation to the price we paid. I mean, I accept that's absolutely the case.

It happens that this economic activity of PV panels, PV production, is totally different financially from the traditional activity, petroleum products, fuels, et cetera. There's value creation that happens very efficiently through an increase in the number of PV plants that is funded very economically. What's important in an economic activity is the comparison between its IRR, between the return on the investment made, and the cost of capital necessary to fund that investment. That's really at the heart of the economy. It's the return in the green energy, whatever, are lower. Those yields are lower than what you find in oil industries. That's clear. You have to see that on the other hand, the financing costs bear no relation.

Financing for solar power of the order of 2 or 3 times less than in the oil sector. This difference or that difference is identical, give or take, in both businesses. Both businesses are profitable. They don't express themselves in the same way. More value creation of the asset in solar power, 'cause very strong expansion, and it's more cash flow in the more traditional carbonized business. It's probably one of the reasons underlying the difficulty in analyzing a company that's evolving such as ours, 'cause it requires insights, knowledge of traditional markets, fuels, and acknowledge of the valuation of assets in PV or wind plants. I mean, it's the same concept.

Things will balance out over time because the growth rate in solar business is considerably higher than the growth rate in oil biz. We've got two businesses, a mature business, high cash flow, cost of capital, relatively high, that has risen these past years. Another business in decarbonized electricity, where you've got strong growth, 20%, 30%, 40% in the out years. That's assured going forward, with a cost of financing too expensive, but a lot lower. When the growth will dip on Photosol, the cash flows will naturally kick in and appear. As I say, we're expecting a tripling of cash flows, EBITDA, over the next 3 years for Photosol.

I think it's one of the points that can weigh in the assessment of our group on the financial market, because there's really no comparable company that has so rapidly broadened its scope into energies from traditional energy to new energy. I hope I've, at least answered, at least in part, your questions. Any further questions, please? I think we've. All the questions, I'm gonna hand over to the secretary for the vote on the resolutions.

Clarisse Gobin Swiecznik
Managing Director, Rubis

Merci, Monsieur le Président. Thank you. As indicated at the beginning of the session, the quorum is 20% of the shares with voting rights, so for the ordinary part, and 25% for the extraordinary part. If we look at the attendance sheet that has been handed in following your questions, we see that we have 54.65% of shares with voting rights, and so we have much more than the minimum quorum, and we can therefore proceed with voting the resolutions. Since last year, you have got used to voting electronically. We've got these little devices that have been handed out. Let me explain how they work. If you want to vote for, press 1. If you want to vote against the resolution, press 2. If you want to abstain, then it's 3.

At the bottom of the screen, if you see the message, acquitté, it means that your vote has been recorded. If need be, there are hostesses in the room who can help you out. Let's start voting on the resolutions. I'm not going to read the text in full each time, obviously, just the headings. I'm going to begin, logically, with the first resolution, which is approval of the corporate accounts for the financial year. The voting is open. Now close. Resolution is adopted. The second resolution relates to the approval of the consolidated accounts for the financial year. Voting started. Now concluded. The resolution is adopted. The third resolution relates to allocation of profits and determining of dividends at EUR 1.92 per share. We've begun voting. It's now closed. The resolution's adopted. Moving on to the fourth resolution.

This is renewal of the term of office of the member of the Supervisory Board, Mr. Olivier Heckenroth, through a three-year period. Voting has started. Closed. The resolution is adopted. The fifth resolution, approval of the compensation and benefits package paid out under the financial year closed the 31st of December 2022, or allocated under that financial year for all of the company's officers, as mentioned under Article L22-10-9 of the French Commercial Code. Voting has started. Close. The resolution's adopted. The sixth resolution, approval, again, of compensation and benefits to be paid out during or allocated under the financial year closing 31st of December 2022, to Mr. Gilles Gobin as Managing Director of Rubis SCA. Closed. Resolution's adopted.

Seventh resolution: approval of the compensation package and benefits paid out during or allocated under financial year closing 31st of December 2022, to the Sorgema company as managing partner of Rubis SCA. Voting started. Closed. The resolution's adopted. The Eighth resolution: the approval of remuneration, compensation package or benefits paid out during financial year closed 31st of December 2022, or allocated under that year to the Agena company as a managing partner of Rubis SCA. Voting started. Closed. It's adopted. Ninth resolution. This is approval of the compensation package for the financial year closing 31st of December 2022. This time to Mr. Olivier Heckenroth as the Chairman of the Supervisory Board of Rubis SCA. Voting started. Closed. The resolution's adopted.

Moving on to the 10th resolution, which is the approval of the compensation policy of the management partners for Rubis SCA for the financial year 2023. Voting started. Closed. The resolution is adopted. The 11th resolution relates to approval of the compensation policy for members of the Supervisory Board of Rubis SCA for financial year 2023. Voting started. Closed. The 11th resolution's adopted. The 12th resolution relates to the termination of the overall amount of annual compensation of members of the Supervisory Board for the current financial year and following financial years, the amount being EUR 300,000. Voting started. Closed. The resolution has been approved. The 13th resolution relates to regulated agreements and conventions. Voting opened. Closed. The resolution is adopted.

Moving on to the 14th resolution, authorization to be given to the Managing Partners College for an 18-month period, the purpose being to enable the company to buy back its own shares. Voting has started. That's adopted. We're moving now to the extraordinary part of the shareholders' meeting with the 15th resolution.

Jacques Riou
Managing Partner, Rubis

Authorization given to the managing partners to reduce their share capital through cancellation of treasury shares held by company under Article L22-10-62 of the French Commercial Code. Please vote now.

Ronald Sämann
Activist Shareholder, Rubis

Le vote est clos.

Jacques Riou
Managing Partner, Rubis

No more voting. The resolution's adopted. 16th resolution, delegation of authority to the managing partners for a period of 26 years to increase the capital by incorporating profits, reserves, or premium. Please vote now.

Ronald Sämann
Activist Shareholder, Rubis

Le vote est clos.

Jacques Riou
Managing Partner, Rubis

No more voting.

Ronald Sämann
Activist Shareholder, Rubis

La resolution.

Jacques Riou
Managing Partner, Rubis

Resolution's passed. 17th resolution, delegation to the managing partners for a period of 26 months, to issue shares, or equity warrants, giving access, to other equity warrants or giving, access, to, securities debt, instruments, giving access to, capital of the company with maintaining preferential subscription rights. Please vote.

Ronald Sämann
Activist Shareholder, Rubis

Le vote.

Jacques Riou
Managing Partner, Rubis

No more voting. This resolution's adopted. 18th resolution, delegation given to the managing partners for a period of 26 months to increase the number of shares to be issued during capital increases with maintenance of preferential subscription rights in the event of subscription exceeding the number of shares offered as part of overallocation of options. Please vote now.

Ronald Sämann
Activist Shareholder, Rubis

Le vote-

Jacques Riou
Managing Partner, Rubis

No more voting. This resolution's passed. 19th resolution, delegation to the management board for 26 months to issue shares and/or securities, giving access to the capital of the company in remuneration for contribution of capital or securities giving access to capital. Please vote.

Ronald Sämann
Activist Shareholder, Rubis

Le vote est clos.

Jacques Riou
Managing Partner, Rubis

No more voting. This resolution is passed. 20th resolution, delegation to the management partnership for 26 months to issue shares and/or securities, giving access to the capital of the company in the event of a public exchange offer initiated with the company, with a waiver of preferential subscription right of shareholders. Please vote. No more voting. Resolution's passed. 21st resolution, ceilings on share issues and/or securities, giving access to the capital under the financial delegations. Total ceiling, 40% of capital. A sub-ceiling of 10% of capital for capital increase with a waiver by shareholders of their preferential subscription rights. Please vote. No more voting. Resolution's passed.

22nd resolution, delegation to management partners for 26 months, to issue shares with cancellation of the shareholders' preferential subscription rights, benefiting members of a corporate savings plan at a price set by the code of labor. Please vote. No more voting. Resolution's passed. 23rd resolution, modification of Article 20 of the bylaws. Please vote. No more voting. Resolution's passed. Lastly, 24th resolution, powers for formalities. Please vote.

Ronald Sämann
Activist Shareholder, Rubis

Le vote est clos.

Jacques Riou
Managing Partner, Rubis

No more voting. The resolution is passed.

Ronald Sämann
Activist Shareholder, Rubis

Le vote est achevé.

Jacques Riou
Managing Partner, Rubis

There being no more votes, I'd now like to hand the floor back to our Chairman for a conclusion. Well, thank you, Maura. I'd like to thank you for your trust and confidence. Don't forget to return your voting devices to the hostess on your out. We'll be meeting September 7th for the half yearly results, November 7th for quarterly revenue. Thanks for your trust and confidence. See you all next year. Thank you.

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