Rubis (RUI) Earnings Call Transcript & Summary

June 8, 2023

Euronext Paris FR Utilities Gas Utilities shareholder_meeting 128 min

Earnings Call Speaker Segments

Gilles Gobin

executive
#1

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 were 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 Madam 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 1st of July this year will be joining the managing partnership as co partner of [indiscernible] will be joining Rubis. I'd like to thank Clarisse for accepting these new and 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, 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 the 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 and electronic voting process will be used for this meeting, you will have received electronic voting devices entering the hall. It now falls to me to set up the bureau of the meeting, as managing partner in accordance with the bylaws. I shall be chairing this meeting. There are two members of the meeting holding the greatest number of votes and have agreed to act as scrutineer. The Industrial Group, Marcel Dassault, holding 5,892,616 shares represented by Madam [indiscernible], member of the Supervisory Board and FCP Rubis Avenir holding 964,000 votes represented by Madam Cecile de Ravin, present in the front row. The bureau is thereby constituted. I propose with the agreement of scrutineers that madam Maura 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 Gal and Mr. Frederic [indiscernible], representing PricewaterhouseCoopers as well as Mr. Jacques [indiscernible] and Mr. [indiscernible] representing KPMG. I shall now move to the formalities, you gathered at the initiative of the managing partnership, 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 this meeting is to be found on Pages 3 and 4 of the convening notice or the documents and information required by law to be found in the file on the table next to Madam Maura 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 128,900,093 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 1/4 has largely exceeded. Consequently, I declare that the meeting is regularly constituted and may take valid decisions. The meeting will proceed as follow. We'll speak before you successively Mr. Jacques Riou, managing partner, who present the highlights for the year 2022, Mr. Bruno Krief, our Chief Financial Officer, who will present the group's financials; madam Clarisse Gobin-Swiecznik, Managing Director, who will present more specifically the strategic performance with briefing devoted to our CSR approach, notably our climate strategy; Mr. Olivier Heckenroth, the Supervisory Board, provide an update on governance; Mr. Cédric Le Gal from PricewaterhouseCoopers, representing the Board of auditors will deliver the reports of the statutory auditors of our company. And 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 then have an opportunity to ask your question. We'll end with the vote of the resolutions that will be led by Madam Maura Tartaglia, Meeting Secretary. These resolutions that have been found in the convening notice on Pages 25 to 33. The management report on resolutions 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

executive
#2

Thank you. 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 decline in income to less than 10%. And 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%. And that, I think, is worth underscoring. It's not that common. So 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 have 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. So in 2021, we worked hard to define the group's road map 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 photovoltic electricity generation in France. In terms of asset values, we have got 20% of our assets now that are low carbon. And this goes to show that 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 road maps, and 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 Scopes 1 and 2. And we added last year in-depth work so as to be able to add to this commitment to reduce our carbon footprint for Scope 3A. For our scope 3A is mainly subcontracted, outsourced, transport with trucks and shipping. We have defined these objectives now, and we are going to continue working on a whole range of measures in this field. Everything is in a state of flux all the time following 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 payout. Once again this year, we are suggesting that you vote an increase in the dividend paid out of EUR 1.92 per share. This is an unchanged policy over 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. The 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 specialized in infrastructure. And this is storage of chemical products, oil products and bio products. And 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 bio products have taken over and now represent the lion's share. These business lines are changing or diversifying all the time, but they still fulfill the same end goals. And that is to provide energy sources, both conventional ones and new ones. So 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, and we begin with our clients. Obviously, they have many different needs. So they need conventional fuels, biofuels, green electricity. And behind green electricity, you can see that there's a whole new market emerging, the hydrogen market. So more and more diversification and complementarity with hybrid products. Our strategy is obviously, as a result, to diversify ourselves, with a 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 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 recent external growth. And of course, internal growth as well. Photosol was an example of external growth. This is what we intend to do, but there are also ways and means of going about attaining your goals. And 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 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. And 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. And we've identified mega trends. You can see these to the left of the screen, and these are, for instance, demographic changes. Demography population growth goes to explain to a large extent, increased demand for energy. We have presence in Africa and 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, Guyana and Suriname, for instance. So 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 and these changes entail costs but also opportunities for companies like ours and economic shifts as well. You can see that this is very complex. But 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, then 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, so we're waiting for mass production for biofuel, 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, terminaling 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. But the results are very good. And 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 the economy, Africa and the Caribbean. On the one hand, in Africa, in particular, we have a strong development of infrastructure and our bitumen activity is doing well because of that, but 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 fuel. So as to be able to meet our clients' needs. The Caribbean was an area for which logistics is complex, and that's where we do particularly well. The United States that has a strong influence but also Canada and increasingly Brazil with tourism and high purchasing power activities. So it's an exciting region for us. And 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, but there's a shift in energy requirements and production. And we've really been able to keep up. If you look at Europe, we have moved into the photovoltaic energy production. And in Europe, in terms of the value of the assets, we have a majority of green activities. If you read the -- 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, and we are very ambitious. We want to triple our EBITDA in the midterm. So those are our policies. Now 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. And I'm not including here the increase in the group's debt capacity. We've always been very prudent, but we have plenty of room for maneuver here. So we have a business model that's very flexible and very solid. We have growth drivers. And we have the financial resources to fulfill our ambitions. Thank you.

Gilles Gobin

executive
#3

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

Bruno Krief

executive
#4

Thank you. Ladies and gentlemen, good afternoon. So 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. So 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 low down in the income statement, which this year in 2022 were high for macro-related reasons for 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. In 2022, this situation continued to worsen, which -- so 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%. So a large part of this impairment test is due to the increased interest rates that was used, and that doesn't conceal a reality in security, social, economic, political difficulties faced by the countries that didn't improve matters. So EUR 40 million goodwill impairment was a charge for the other operating income expenses. And as Jacques was saying, expansion of the Renewables division with a material acquisition of Photosol and transaction costs assessed at EUR 15 million after tax also impacted that income. So 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. So we're really up over the longer period. We're ending the year with a financial situation that remains solid. Of course, the debt -- 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 the factor increases the size of the balance sheet by EUR 800 million on the debt side. Now if we look at the corporate debt, that's just leaving aside the debt housed in Photosol. That's a very long-term debt, with guarantees on the PV assets and nonrecourse on the parent company. We have corporate net debt-to-EBITDA ratio that's fairly modest of 1.5x, 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 of Photosol. That's 20% of group CapEx today, CapEx in renewable energies. Now just a point of detail briefly on the next slide. We have Rubis Energy. 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 and final distribution now up 2%, so 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 Caribbean 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 volumes. So 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 of EUR 144 million in the EUR 540 million in the EBIT for Rubis Energy as a whole. So those are the main comments on the financials. If we can move on perhaps to the next slide. So in terms of renewables, that's to say essentially Photosol the first year of consolidation over 9 months of the company, you'll see that the installed capacity of 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%. So 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 some EUR 18 million in terms of EBITDA. And as we saw previously, some 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 recruitments, considerable increase of over 50% of the headcount, some 110 people, a very promising acquisition at the end of the year for roof -- the rooftop market, very promising since the new climate 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. And then there's a new segment that's opening up, which is the corporate PPA segment. That's building plants that, of course, owned by Photosol. Unlike the state, these are private companies who commit to buying the power production. So those are a few words on the two, I would say, flagship activities and consolidated 100% of Rubis. Adding to that, the Rubis Terminal JV with an infrastructure front, there we have 50% of that is against 45% for our partner that generated an excellent contribution over the year and in spite of the volatility of the current industrial content, demand, oil prices and geopolitical context, embargoes facing Russia, significant prices in natural gas with the risk of a shortage in natural gas that marked FY '22. Well, all that put together had an impact on our clients' reaction and there were, of course, decisions to derisk their position, which led them to store more. We got a fertilizer, vegetable oils that are extensively produced in Eastern Europe, while there were such effects that boosted revenue. So 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 accounts 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. While 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 billion, 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 in 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 EUR 800 million variance there due to the same reason, acquisition of Photosol, EUR 400 million of the debt, Photosol also EUR 400 million. We saw previously the corporate debt of the group. This is the EBIT remains modest 1.5x. 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 of some EUR 200 million. This EUR 200 million has remained constant. We'll pay the dividend in some days. That will be a cash-out of some EUR 200 million, if you approve the corresponding resolution, of course, and these EUR 200 million cash out already replaced by the dividend that we've received from Rubis Energy because the cash circulates with that has delivered 70% of its dividend these past few days. So we have a cash level that's permanently maintained in the holding company, so as to meet acquisitions of our 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 Aristocrat dividend as the Americans call it with an uninterrupted increase of this payout over a very long period. So the payout ratio will reach 60% after that resolution that -- we're on this long trajectory as regards the dividend of growth and visibility of the dividend guaranteed by the Rubis Energy 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 Gobin-Swiecznik.

Clarisse Gobin-Swiecznik

executive
#5

Dear shareholders. I'm delighted to see you once again this year. Jacques and 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. And 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. And 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 and profitability of the whole company has been pushed up, thanks to this. Bitumen represents 40% of our income in the continent and their activity has been strong. Since 2015, when we bought up the company, we have moved into 8 countries and 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 and 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 and we're working with hospitals and ministers also. We're also working on joint offerings with solar energy production and other fuels. So 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 to this area. We continue to invest to improve our service station network and to develop the 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, but there are two growth drivers, Guyana and Suriname. We've only been there for a couple of years now, but they are major growth drivers in this area. The economy of Guyana, for instance, had real growth of GDP of 62% last year. And 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 planned in Barbados with HDF Energy. And there, we're working with our conventional business line as well. The idea is to become the benchmark local player for innovative projects and 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 2 years in France and Spain because it's attractively priced and it is lower carbon than other fuels, but also we are selling it with new hybrid LPG petrol car models. We are developing the offering of biofuels, RD100, for instance, so 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 items. 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 are working with Rubis 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. And we're also developing this offering with the energy subsidiaries, so as to be able to have more photovoltaic installations on rooftops of business clients then 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. And 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. And 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, the 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 then society, we try and make sure that all of our teams are aware of ethical rules and anticorruption measures, 88% currently have had benefited from those programs, and we're finalizing risk mapping linked to human rights and putting in place an action plan. All of these are 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 Energy, et cetera. We have a new supervisory board that 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. And this means that we can define realistic objectives that are feasible and we of course, become more and more ambitious over time. We're constantly reviewing them. We had objectives to Scopes 1 and 2 minus 20%, minus 30%. And this year, in keeping with our road map, we've added an objective related to outsourced transport of both marine and road minus 20%. This is known as Scope 3. And we're also working on a key tool of great interest to us, and that's the internal carbon calculation that's been subdivided according to geographies and we've rolled it out over the last few months. Also note that our climate strategy is recognized by benchmark body known as the CDP Climate Disclosure Project, we have been graded B by that body. So 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 enerfy share. An example here on the left for our offices, our terminals, our sites over the last 1.5 years or 2 years. So we've installed almost 1 megawatt of renewable electricity in our facilities and on our site. And for our own needs, we use biofuel either for our own trucks or for our own ships. The second pillar relates to diversification of our distribution activities. This has been mentioned in some detail. I'm going to give you a couple of examples of this. First of all, the sale of biofuels. I told you about RD100 and EcoHeat100 are 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. And finally, photovoltaic electricity generation, and this thanks to the acquisition of Rubis Photosol last year. And this is a fine example. It's a solar power plant in the [loaned] 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. So the loss on energy transition has 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 the 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. And we would like to thank you, shareholders, for your loyalty and your trust. Thank you very much, and I will hand over to the next speaker.

Gilles Gobin

executive
#6

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

Oliver Heckenroth

executive
#7

Thank you. 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 at all. I'd just like to highlight the few points that marked 2022 as regards to 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 it 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 meeting of the Supervisory Board with 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 to Rubis management 2022, nothing special to add. We still have our managing partners. We have a group management committee, which the management of your group relies and with the managing partners number 6 people, that's 50% men 50% women. The target has been reached. The goal was 30%. So we can but welcome that achievement. On the Supervisory Board, there had been several developments because supervisory board evolves with the group, with the company as it transform were soon energy producers. It's a new business. And ahead of us, there are increasingly stressful requirements. This as duty of vigilance, the CSR, CSRV 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 four 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% win-win, the quota with 64% independence rate there. So no difficulty. The problem is that we have to continue to require people who provide diversity, complementarity and skill sets to the Board in a near future. These renewals will be required, and we need a recruitment policy that's on the par with our ambitions. And that's why we're turning to consultants whose -- and the profiles are reviewed by managing partners, Supervisory Board, the nomination and Compensation committee and then entrusted to a specialized firm of consultants. We call 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. And there's already been two measures taken. The informal meetings of Board members, allowing them to exchange freely outside of any constraining legal structure and then the executive session Supervisory Board held solely in the presence of Board members offering an opportunity for free and frank discussions. So these are initiatives that promote progress and generate opinions expert-based opinion such as climatology, CSR, compliance, which today are issues on which a company, a listed company needs to comply with. And in FY 2022, the attendance rate reached 97%. So that's quite a satisfactory rate. Lastly, there's a renewal that are going to be put to your vote. It's myself. I won't say any more of the questions, of course, I'll be happy to take those. And then the compensation in respect of FY 2022. Again, not much to say for the managing partners, the statutory fixed compensation on the Article 54, the number -- the figure cited is gross figure. It's not a salary. So consequently, this amount is paid to the managing partners, and they are free to allocate this as they see fit. There was no variable compensation in 2022 because the triggering threshold wasn't reached. The 5% of net income group share year-on-year. It's regrettable because on the 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 to 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 a statutory -- very often I'm asked the question, this is the total compensation at 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 strategy as regards employee health and safety, climate and CSR. So for health and safety the benchmarks follow -- all it takes is for us to have one fatality in a year. Well, we will -- the partners receive nothing for climate. This is the CO2 emissions that Clarisse referred to earlier. We compare them year-on-year. And if we have achieved gains, that's good. Well, 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. It's used for [ nonlisted ] company soon. The CSR road map 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 a vote for a package that goes from EUR 240,000 to EUR 300,000, taking into account those requirements to make sure that we can, of course, record the right people to secure the future of Rubis. Thank you.

Gilles Gobin

executive
#8

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

Unknown Attendee

attendee
#9

Managing partner, shareholders, on behalf of the 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 '22 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, report on regulated agreements and three reports on capital transactions. We've also issued a report that it's not the subject of a resolution submitted to the vote at your shareholders' meeting, it's a report consolidated declaration before extra financial performance. I suggest that we summarize the terms of these reports, and 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 has been 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 -- the group. That's on Pages 305 to 308 of the Universal Registration Document. And 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 to 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

executive
#10

Thank you for that. Well, we're going to move to Q&A. But just prior to that, at the outset, we've received a written question sent to us on 23rd of May last by electronically by Madam Yutong Lee, I'll read the question which is rather technical. We know that the company has two ways of returning profits to shareholders, dividends and share buybacks. I'd like to know why you distributed the profits in 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

executive
#11

Yes, I'll answer Madam Lee if she's present in the hall or perhaps she's listening to us online. You're absolutely right. There are two 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. Now the dividend does go through financial account closings. We can't do it every day. There are annual closings, half yearly closings and we don't choose the date freely. And 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 is 30%, the tax is deducted directly at source. Another way of returning money to shareholders, that is share buyback. Well, it's 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, the AMF, 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 capital gains on the -- which is 30% tax, but 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. And then what are the other considerations that we can factor into this rationale. For Rubis, well, you know that for a very long period, we propose 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 discounters 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 the say to vote on a resolution in that regard. We launched between January and July 2021, a program of 150 million shares that was effective at 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. So 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? Well, 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. And 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 and acquisition that would have a rate of return for the shareholder higher than reinvesting in share. Thank you for those rather theoretical explanations. The reality is somewhat different.

Gilles Gobin

executive
#12

We're going to move to questions in the hall now. We can't see very well clearly with the art lights, but we've got a question. I think -- sorry, I can't see very clearly, we've got the house lights on now.

Unknown Shareholder

shareholder
#13

chairman, two comments to make and a question to ask, if I may. The first comment is why are we being received today in a particularly unpractical venue. We have to go downstairs to be registered. Could you -- I'll repeat my question. I hope you can hear me. Clearly, the sound isn't excellent. Can you hear me clearly now? So I say that I had two comments to make and one question -- the first comment is, why are you hosting us today in a venue that is notoriously impractical, but we have to go downstairs to register it, 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 [indiscernible] 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's announced to probably rewarding your loyal shareholders to proceed in that manner. Well it would not have escaped you that when you convert a dividend into shares, it's free. Whereas when you accept a share that 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 reconvergence system 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.

Unknown Executive

executive
#14

Yes. Well, thank you. And the first question, well, it's all down to the hall itself, that 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 large part and a great number who are hostile to that against that approach. So it's always a balance to be struck when your co-owners, a company to try and satisfy the majority of course, 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 indebtedness capacity has reached a certain limit. That hasn't been the case so far. And then 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. It doesn't mean that we won't renew. Share-based dividend has to be in line with the group's financial [indiscernible] 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 3 years ago. I said, "Well, you're going to have to add 3 0s 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 company. So it's a factor 10 or factor 100. Geothermal energy. We thought about it. I was a banker in the last century. In banking, everyone says -- in banking, the geothermal never works. It's not quite true, go to Iceland, go to Kenya, the people who've succeeded but it's a highly technical, highly industrial approach and the success is far from guaranteed.

Unknown Shareholder

shareholder
#15

You could have mentioned biogas.

Unknown Executive

executive
#16

Biogas in principle is very interesting. A couple of times, we tried to negotiate deals in 2020 in that field. But unitary operations are very small. To move the 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 market. That may change. But for the time being, that's the situation that we're faced with. So after all, 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 are able to close the deal in the end of '21 and rollout in '22. Doesn't mean that we won't extend a reach further going forward. Next question please.

Unknown Shareholder

shareholder
#17

Hello. Despite good operational performance, robust balance sheet, at least it's balanced, 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? And given that performance and your listing, aren't you a bit worried that you may be attracting unwanted attention from some funds.

Unknown Executive

executive
#18

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. If you look around, you'll see that companies, large companies, I'm not going to quote names, but energy companies are huge profits, but they're not doing better than us on the stock markets. They've had huge profits, and yet the treatment hasn't been that favorable. Specific to Europe, if 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 in U.K. and Canada, which are very comparable in many ways, and they're not actually coming out of this any better than we are. So it's not specific to Rubis. It's not that the financial markets, particularly just like Rubis, is just a general trend. In the case of Rubis, there was initial phase where professional investors. We have a lot of American investors actually, 40%. So 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, 2021. We see that oil price is hugely volatile between $20 and $120 over decades, just look at the historic levels of the price of a barrel of oil. So they were reassured by our robust performance in 2020 and 2021. We meet international investors a lot. So now they say, okay, that's highly convincing, yes, but what about PV? It's tricky, isn't it? Is your model really firm and robust? Well, our answer is we've been at the controls for 12 months. 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 and 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 team. And 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 go -- we attend conferences and financial road shows, 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. And 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 with the dealings with the press as well. We thanks to our press attache we've spoken to Figaro [indiscernible] challenge and really generate interest in our share, explain our road map and our strategy. So it's really going out and spreading the good word.

Gilles Gobin

executive
#19

There was a question at the back of the room. Thank you.

Unknown Shareholder

shareholder
#20

I've got a question. You mentioned shareholders -- you've got shareholders at 5% of the capital in 2021 that are now below that threshold. It's Wellington and another one, I forget the name, whatever. Why is that the case? Are they still -- do they still have the capital -- shown 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. And regarding solar, would you be prepared to buy out existing operators? Or are the price's too high?

Unknown Executive

executive
#21

Regarding shareholders at more than 5%, you mentioned two. Financial markets, the way they are and large portfolios 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 they do business. And it's inevitable when you're a listed company that will happen. This isn't specific to Rubis. So some people buy in more capital, others less. Now you could try and work out if there are far-reaching reasons for this, possibly there are. There was a business model 5 years ago, which has changed. And perhaps the business model presented to you by Clarisse was not the model that the people who bought shares 5 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 part of valuation. It's not a bad thing that somebody who's got 5% of shares sell some of those or withdrawals from the companies replaced by somebody else. That'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. So we're not necessarily considering acquiring another Photosol. But within Photosol we've got a lot of know-how. There are teams, good workforce, 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. But 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. So buying in business -- tangible business activities that we can deploy as suitable for each geography in which we're investing. So the acquisition is done. And from now on, we'll be thinking more in terms of development.

Gilles Gobin

executive
#22

There's another question, I think Mr. [ Lucier ], an individual shareholder.

Unknown Shareholder

shareholder
#23

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 coming under outside pressure, and they no longer want to fund finance new oil reserves, for instance and in 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 the DF. Is there perhaps an opportunity there, given that Total will be backing out of this business a bit?

Unknown Executive

executive
#24

On funding capacity, we're not experiencing difficulty. We all had information indicating the 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 ensure as they go and see others too. So the answer is, no stress in that respect. Sorry, I missed -- didn't hear the last question on Dunkirk. We got a big platform in Dunkirk, we don't need the Total platform to develop our activities. There are always talks, discussion because there are depots. So that we have the biggest platform. So there's no issue that I know, but it doesn't concern us at all.

Unknown Shareholder

shareholder
#25

Good afternoon. You mentioned the fact that you'd try boost the share price. Looking at the outlook for '23 or even discussed sales for Q1, they're already reported. So your question is on how -- how did the year '23 get started?

Unknown Executive

executive
#26

You're right. In May, we published -- we reported on the first 3 months -- first 3 months 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. And furthermore, in Q1 in terms of PV, photovoltaic -- the light intensity, January, March isn't a key criterion, but it has to be viewed over a longer term than a mere quarter. Just really to answer your question. The Results that we saw for the first 3 months or even the first 4 months of the year seem to auger what we said in March for that matter, we're confident in increase in adjusted net income, adjusted net income, adjusted for, as I said, for one-offs, Haiti and acquisition costs and growth would be as the, English, mid- to high single digit. Do you want the translation? Or do you understand?

Unknown Shareholder

shareholder
#27

My name is Ronald [indiscernible] , and I'm a single shareholder, personal shareholder and I hold 4.8% of the company. [Foreign Language]

Bruno Krief

executive
#28

Can I translate you. You speak in English, and I try to -- speak slowly, please, and I try to make it understood by the audience.

Unknown Shareholder

shareholder
#29

That will make it easier for me. Thank you. I heard the five of you -- I heard that five of you make a presentation about Rubis. And other than the dividend, the shareholder was left out of the discussion and seemed completely important in your deliberations, which I find personally a little bit defensive. [Foreign Language] So if I look at the share price. Over the past 4 years, the price has dropped. I think we've understood you, yes, I think we've understood you the price has fallen 60%, something like that, and then it rose again a bit. The lowest share price was EUR 20. Now it's rather -- it's somewhat offensive for people here to speak about how great the company is without the share holder return. During that time, the share price declined gradually. We saw very little activity to remedy that situation. But the company did three things that must now be mentioned. Firstly, we acquired Photosol which promised to be more profitable than it is not profitable at all and the total, it's very minimal, its contribution. What's interesting is to see on Page 6, you find a section, which state our principles of action. And 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. So what's more resolution #10 is to remove the element of profitability from the 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. That's what -- forgive me, that's clear. That's clear. Yes. I note that the dividend is increasing. And push 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.

Bruno Krief

executive
#30

So well, 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. And also thank you -- 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 earnings are increasing, the income has increased over the past 10 years at a pace of 10% per annum on average. And in '22, as we've already said, we're posting growth over the last record achieved in 2019. So 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, that's absolutely the case. So 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 and the investment made. And the cost of capital necessary to fund that investment. That's really at the heart of the economic -- the return in the green energy, whatever are lower. Those yields are lower than what you find in oil industries. That's clear. But 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 3x less than in the oil sector. So this difference or that difference is identical give or take in both businesses. Both businesses are profitable but they don't express themselves in the same way more value creation of the asset in solar power because very strong expansion and it's more cash flow in the more traditional carbonized business. And it's probably one of the reasons underlying the difficulty in analyzing a company that's evolving such as ours because 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. We've got two businesses, a mature business, high cash flow, cost of capital, relatively high that has risen these past few years and another business in decarbonized electricity where you've got strong growth, 20%, 30%, 40% in the out years, that's assured, going forward with the cost of financing too expensive, but a lot lower. So when the growth will dip on Photosol, the cash flows will naturally kick in and appear. As I say, we're expecting tripling of cash flows, EBITDA on over the next 3 years for Photosol. And 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 new -- from traditional energy to new energy. I hope I've at least answered at least in part of your questions. Any further questions, please?

Gilles Gobin

executive
#31

I think we've had all the questions. I'm going to hand over to the secretary for the vote on the resolutions.

Maura Tartaglia

executive
#32

Thank you. As indicated at the beginning of the session, the quorum is 20% of the shares with voting rights for the ordinary part and 25% for the extraordinary part. If we look at the attendance sheet that has been handed in for 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. And if you want to abstain, then it's 3. At the bottom of the screen, if you see the message [indiscernible], it means that your vote has been recorded. if need be, there are hostesses in the room who can help you out. So let's start voting on the resolutions. I'm not going to read the text in full each time, obviously, just the headings. And 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. [Voting]

Maura Tartaglia

executive
#33

And now it's closed. Resolution is adopted. The second resolution relates to the approval of the consolidated accounts for the financial year voting started. [Voting]

Maura Tartaglia

executive
#34

and now concluded. The resolution is adopted. The third resolution relates to allocation of profits and determining of dividends of EUR 1.92 per share. We've begun voting. [Voting]

Maura Tartaglia

executive
#35

And it is now closed. The resolution is adopted. Moving on to the fourth resolution. This is renewal of the term of office of a member of the Supervisory Board, Mr. Olivier Heckenroth for a 3-year period. Voting has started. [Voting]

Maura Tartaglia

executive
#36

Closed. The resolution is adopted. The fifth resolution, approval of the compensation and benefits package paid out under the financial year closed as of 31st of December 2022 are allocated under that financial year for all of the company's officers, as mentioned under Article L. 22-10-9 I of the Code of Commerce. Voting has started. [Voting]

Maura Tartaglia

executive
#37

Closed. And the resolution 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. [Voting]

Maura Tartaglia

executive
#38

Resolution adopted. Seventh resolution, approval of the compensation package and benefits paid out during or allocated under financial year closing 31st of December 2022 due to the Sogerma company as managing partner of Rubis SCA. Voting started. [Voting]

Maura Tartaglia

executive
#39

Closed. The resolutions adopted. The eighth resolution, approval of remuneration compensation package or benefits paid out during financial year closed 31st of December '22 or allocated under that year to the Agena company as a managing partner of Rubis SCA. Voting started. [Voting]

Maura Tartaglia

executive
#40

Closed. It's adopted. Ninth resolution. This is a proof of the compensation package for the financial year closing 31st of December 2022. This time to Mr. Olivier Heckenroth as Chairman of the Supervisory Board of Rubis SCA. Voting started. [Voting]

Maura Tartaglia

executive
#41

Closed. Resolutions adopted. Moving on to the tenth resolution, which is the approval of the compensation policy of the management partners for Rubis SCA for the financial year 2023. Voting started. [Voting]

Maura Tartaglia

executive
#42

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. [Voting]

Maura Tartaglia

executive
#43

Closed. The 11th resolution is 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. [Voting]

Maura Tartaglia

executive
#44

Closed. Resolution has been approved. The 13th resolution relates to regulated agreements and conventions. Voting opened. [Voting]

Maura Tartaglia

executive
#45

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. [Voting]

Maura Tartaglia

executive
#46

That's adopted. Moving now to the extraordinary part of the shareholders' meeting. with the 15th resolution. Authorization given to the managing partners to reduce the share capital through a cancellation of treasury shares held by company under Article L. 22-10-62, the code of commerce. Please vote now. [Voting]

Maura Tartaglia

executive
#47

No more voting. Resolutions 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. [Voting]

Maura Tartaglia

executive
#48

Resolutions passed. 17th resolution, delegation to the managing partners for a period of 26 months. So 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. [Voting]

Maura Tartaglia

executive
#49

Resolutions adopted. 18th resolution, delegation given to the managing partners for a period of 26 months to increase the numbers shared 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. [Voting]

Maura Tartaglia

executive
#50

No more voting. Resolutions 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 securities giving access to capital. Please vote. [Voting]

Maura Tartaglia

executive
#51

No more voting. 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 waiver of preferential subscription rider shareholders. Please vote. [Voting]

Maura Tartaglia

executive
#52

No more voting. Resolutions passed. 21st resolution ceilings on share issues and/or securities giving access to the capital under the financial delegations. Total ceiling 40% of capital, subceiling of 10% of capital for capital increase with a waiver by shareholders of their preferential subscription rights. Please vote. [Voting]

Maura Tartaglia

executive
#53

No more voting. Resolutions passed. 22nd resolution, delegation to management partners for 26 months to issue shares with cancellation of the shareholders' preferential subscription rights, benefiting members of corporate savings plan at a price set by the code of labor. Please vote. [Voting]

Maura Tartaglia

executive
#54

No more voting. Resolutions passed. 23rd resolution modification of Article 20 of the bylaws. Please vote. [Voting]

Maura Tartaglia

executive
#55

No more voting. Resolutions passed. And lastly, 24th resolution, powers for formalities. Please vote. [Voting]

Maura Tartaglia

executive
#56

No more voting. And the resolution is passed. There being no more votes, I'd now like to hand the floor back to our Chairman for a conclusion.

Oliver Heckenroth

executive
#57

Well, thank you, Maura. I'd like to thank you for your trust and confidence. Don't forget to really return your voting devices to hostess on your out. We'll be meeting September 7 for the half yearly results; November 7 for quarterly revenue. Thanks for your trust and confidence. See you all next year. Thank you.

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