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Rubis Interim / Quarterly Report 2022

Sep 8, 2022

1636_ir_2022-09-08_108e2483-8480-4442-a8c5-6fed13c18a2f.pdf

Interim / Quarterly Report

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TABLE OF CONTENTS

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2022 1
ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2022 15
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING
SIX MONTHS OF THE YEAR
15
EVENTS AFTER THE REPORTING PERIOD 15
KEY TRANSACTIONS WITH RELATED PARTIES 15
CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2022 17
STATUTORY AUD)TORS' REPORT 51

DECLARATION OF RESPONSIBLE OFFICERS 53

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2022

ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2022 15
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS
OF THE YEAR
15
EVENTS AFTER THE REPORTING PERIOD 15
KEY TRANSACTIONS WITH RELATED PARTIES 15

ACTIVITY REPORT

RUBIS GROUP

Overall, the activity during the first half of ʹͲʹʹ was robust and the Group's business model enabled it to generate sharply higher earnings in a complex environment: EBIT +30% and adjusted EPS (diluted)+20%.

The period also marks the end of Covid-related restrictions, with the resumption of mobility making it possible to return to pre-crisis volumes in almost all segments, with only aviation – although up strongly – remaining at 85% of the pre-crisis level (The Caribbean)

The Group finalised the acquisition of Photosol, one of the French leaders in photovoltaics, with an entry into the consolidation scope on 1 April 2022. While this acquisition marks a key milestone in Rubis' strategy and future development, it will have a limited impact on the Group's short-term results.

H1 2022 H1 2021 2022 vs 2021
(in millions of euros)
Revenue 3,290 2,051 60%
Gross operating profit (EBITDA) 314 257 22%
Current operating income (EBIT), of which 244 188 30%
Retail & Marketing 184 146 26%
Support & Services 75 61 22%
Renewable Energy(1) 1
Net income, Group share 170 136 25%
Adjusted net income(2), Group share 169 144 17%
Adjusted EPS (diluted) 1.64 1.37 20%
Cash flow 255 238 7%
Capital expenditure, of which 97 90
Retail & Marketing and 65 69
Support & Services 20 21
Renewable Energy 12 -

CONSOLIDATED RESULTS AS OF 30 JUNE 2022

(1) Renewable Energy: new branch created after the acquisition of Photosol.

(2) Adjusted net income, Group share, excluding non-recurring items.

The Retail & Marketing activity recorded solid growth, with an increase in volumes (+7%) and unit margins (+6%), generating EBIT up by 26%. This performance took place in a context where supply costs increased by 123%.

The Support & Services activity generated a record EBIT, up ʹʹ% to €ͷ million, thanks to growth in volumes and margins from trading and shipping activities.

The Renewable Energy activity recorded the first consolidation of Photosol's results in the second quarter following the completion of the acquisition in April 2022.

Lastly, the contribution of the Rubis Terminal JV at €ͳͳ.Ͷ million was up sharply, driven by the results of the disposal of the Turkish subsidiary.

In 2022, Rubis is actively continuing to implement its CSR Roadmap 2022-2025 and its climate approach. In particular, the Group is assessing additional decarbonisation opportunities to align with a well-below 2°C trajectory, specifically by developing an emissions reduction target for scope 3A (i.e. excluding products sold) in addition to the one set for scopes 1 and 2 (-30% in 2030, baseline 2019, Rubis Énergie perimeter at constant scope) and by setting an internal carbon price to help orient its investments.

The reported balance sheet shows consolidated net financial debt of €ͳ,Ͷ͵ million, corresponding to a ratio of net debt (excluding lease liabilities) to EBITDA of 2.6x.

Excluding non-recourse financial debt (financial debt of Photosol SPVsȌ, which amounts to €334 million, the ratio of Group net corporate debt to EBITDA (excluding Photosol's EBITDA) is reduced to 2.1x.

(in millions of euros) 30/06/2022 30/06/2021
Total equity 2,874 2,736
including Group share 2,744 2,617
Cash 774 875
Financial debt excluding lease liabilities 2,210 1,313
Net financial debt (1) 1,436 438
Corporate net financial debt (2) 1,102 438
Net debt/equity ratio (1) 50% 16%
Net debt/EBITDA ratio (1) 2.6 0.9
Net corporate debt/EBITDA ratio (2) 2.1 0.9

FINANCIAL STRUCTURE

(1) Excluding IFRS 16.

(2) Excluding non-recourse debt at the Photosol SPV level.

ANALYSIS OF CHANGES IN THE NET FINANCIAL POSITION SINCE THE BEGINNING OF THE YEAR

Cash flow reached €ʹͷͷ million, up % compared to H1 2021. The sharp increase in the price of petroleum products ȋͳʹ͵%Ȍ resulted in an increase in WCR of €179 million. The dividend payment (exclusively in cash: €191 million) was made on 16 June, impacting the financial flows of the first half-year (as opposed to a payment in cash and shares in July the previous years).

;iŶ €ŵͿ
Financial position (excluding lease liabilities) as of 31 December 2021 (438)
Cash flow 255
Change in working capital requirement (including taxes paid) (179)
Industrial investments (97)
Net disposals (acquisitions) of financial assets (343)
Photosol current account refunded by Rubis (42)
Change in loans, guarantee deposits and advances (22)
Dividends paid to shareholders and non-controlling interests (199)
Increase in equity 3
Impact of change in scope of consolidation and exchange rates (385)
Other flows 11
Financial position (excluding lease liabilities) as of 30 June 2022 (1,436)

The highlight was the completion of the acquisition of Photosol, including the payment of the portion ȋͺͲ%Ȍ of the shares for €͵Ͷͳ million.

)n line with the acquisition, Rubis made an additional payment of €Ͷʹ million to the founders for the repayment of their current accounts with Photosol.

RETAIL & MARKETING DIVISION

The Retail & Marketing activity includes all fuel distribution activities (service station networks), liquefied gas, bitumen, commercial heating oil, aviation and marine fuels and lubricants in three geographical areas: Europe, the Caribbean and Africa.

Prices of petroleum products

Diesel prices rose 123% compared to the first half of 2021, with an almost continuous increase since the collapse of prices in the first quarter of 2020.).

The Group's ability to pass on changes in supply prices in its sales prices as well as the resulting positive inventory effects made it possible to generate a 6% increase in unit margins.

)t should be noted that the Group's supplies do not interfere with the Russia/Ukraine region and that there has been no disruption to the global supply chain.

This first half of the year saw the near end of the Covid episode with the return of the aviation activity to 83% of its pre-crisis level in the Caribbean region (in volumes).

Overall, volumes were up by 7% compared to 2021. This represents an increase of 8% compared with the pre-Covid level (2019) and +3% on a like-for-like basis, excluding East Africa. The table below shows volume growth, with only the bitumen segment posting a decline (-6%) over the period, after three years of intense development.

CHANGE BY SALES SEGMENT IN H1 2022

Breakdown Change in volumes
;iŶ '000 ŵ3
)
Gross margin Volumes vs. 2021 vs. 2019 (like-for-like)(1)
LPG 40% 22% 1% 1%
Gas stations 23% 37% 9% -4%
Bitumen 12% 9% -6% 49%
Commercial 15% 21% 3% -4%
Aviation 7% 8% 20% -18%
Others 3% 3% - -
TOTAL 100% 100% 7% 3%

(1) Like-for-like basis: excluding KenolKobil in Eastern Africa.

CHANGE IN VOLUMES SOLD BY REGION IN Q2 2022

;iŶ '000 ŵ3
)
2022 2021 2020 2019 2022
vs. 2021
Europe 195 198 161 213 -2%
Caribbean 554 501 402 584 11%
Africa 639 631 512 733 1%
TOTAL 1,388 1,329 1,075 1,530 4%

CHANGE IN VOLUMES SOLD BY REGION IN THE FIRST HALF OF 2022

;iŶ '000 ŵ3
)
2022 2021 2020 2019 2022
vs. 2021
Europe 443 439 402 465 1%
Caribbean 1,117 983 966 1,138 14%
Africa 1,267 1,228 1,111 1,006 3%
TOTAL 2,826 2,650 2,479 2,609 7%

The gross sales profit for all products amounted to €͵ million, up ͳ͵%, with a unit margin up 6%, despite the strong increase in the supply prices (+123% on average over the period).

Gross profit
;iŶ €ŵͿ
Breakdown 2022
vs. 2021
Gross profit
;iŶ €/ŵ3
)
Change
Europe 110 30% 8% 250 7%
Caribbean 124 34% 29% 111 14%
Africa 132 36% 5% 104 2%
TOTAL 367 100% 13% 130 6%

RETAIL & MARKETING SALES MARGIN IN THE FIRST HALF OF 2022

(in millions of euros) 2022 2021 2020 2019 2022
vs. 2021
Volumes distributed ('000 m3
)
2,826 2,650 2,479 2,609 7%
Revenue 2,833 1,805 1,703 2,134 57%
EBITDA 235 194 178 220 21%
EBIT 184 146 130 176 26%
Cash flow 183 167 143 168 10%
Investments 65 69 63 50

RESULTS OF THE RETAIL & MARKETING DIVISION AS OF 30 JUNE 2022

RETAIL & MARKETING EUROPE

Spain – France – Channel Islands – Portugal – Switzerland

(in millions of euros) 2022 2021 2020 2019 2022 vs. 2021
Volumes distributed ('000 m3
)
443 439 402 465 1%
Revenue 417 311 266 340 34%
EBITDA 64 56 52 57 14%
EBIT 46 38 35 39 21%
Investments 15 16 21 12

RESULTS OF THE RETAIL & MARKETING DIVISION IN EUROPE AS OF 30 JUNE 2022

The climate indices weighed on volumes, which posted only a slight increase (+1% vs. H1 2021). On the other hand, the positive increase in unit margins (+7%) significantly improved the subgroup's contribution with EB)T of +ʹͳ%. All profit centres contributed to this performance with the exception of Switzerland, which was down slightly.

Bulk and LPG packaged volumes were affected overall by a decrease in climate indices compared to 2021 and a strong increase (+65%) in the LPG-fuel segment driven by the arrival of new manufacturer models and by a price advantage compared to gasoline (less taxed) in a context of a sharp increase in fuel prices.

RETAIL & MARKETING CARIBBEAN

French Antilles and French Guiana – Bermuda – Eastern Caribbean – Guyana – Haiti – Jamaica – Suriname – Western Caribbean

(in millions of euros) 2022 2021 2020 2019 2022 vs. 2021
Volumes distributed ('000 m3
)
1,117 983 966 1,138 14%
Revenue 1,222 715 704 909 71%
EBITDA 74 48 65 83 53%
EBIT 58 33 49 68 78%
Investments 19 18 13 22

RESULTS OF THE RETAIL & MARKETING DIVISION IN THE CARIBBEAN AS OF 30 JUNE 2022

A total of 19 island facilities distribute fuel locally (400 gas stations, aviation, commercial, LPG, lubricants and bitumen).

The volumes sold were up by +14%, particularly in BtoB fuels (+15%) and the aviation sector (+117%), ensuring a strong increase in the gross margin (+29%), which nevertheless remained down by 5% compared to 2019, mainly due to the specific situation in Haiti..

This increase in gross margin is reflected in a strong increase in EBITDA and EBIT: +53% and +78% respectively.

Haiti is in a stable situation, with an EBIT contribution reduced to 5% of the total for the zone.

RETAIL & MARKETING AFRICA

Bitumen: Cameroon – Gabon – Liberia – Nigeria – Senegal – South Africa – Togo and subregion

White products/LPG: Botswana – Djibouti – Ethiopia – Kenya – Madagascar – Morocco – Réunion Island – Rwanda – South Africa – Uganda – Zambia – Zimbabwe

(in millions of euros) 2022 2021 2020 2019 2022 vs. 2021
Volumes distributed ('000 m3
)
1,267 1,228 1,111 659 3%
Revenue 1,195 779 733 885 53%
EBITDA 97 90 61 80 7%
EBIT 81 76 46 69 6%
Investments 31 35 29 16

RESULTS OF THE RETAIL & MARKETING DIVISION IN AFRICA AS OF 30 JUNE 2022

Volumes saw an overall increase of 3% to 8% excluding aviation in East Africa, however these volumes were subject to high volatility, with the following main changes:

  • a strong advance in sales in the gas station network: +25%, driven by the acceleration of rebranding investments in Kenya, with a rapid positive impact on station sales: +65%. The latter also exceptionally benefited from the closure of small independent stations during the crisis that affected the market in March-April;
  • a 6% decline in bitumen volumes due to a decline in road construction tenders in Nigeria, while the other countries in the region continued their growth and new markets (South Africa and Gabon) were opened.

The contribution in EBIT was +6%, affected by the pump price freeze in Madagascar since the second half of 2021, resulting in an EB)T deficit of €ͳͷ million over the period compared to ʹͲʹͳ.

Apart from the ongoing difficulties in Madagascar, EBIT for Africa was up sharply at +30% with a very significant advance of 79% in East Africa, due to the deployment of sales and the investments made to capture a new customer base in the points of sale.

It was a tense half-year in Nigeria and Kenya with regard to the exchange rate/depreciation of the local currency and recurring problems in obtaining US dollars to pay for supplies.

SUPPORT & SERVICES DIVISION

Madagascar – Martinique (SARA) – Haiti – Barbados and Dubai (trading) – Shipping

(in millions of euros) 2022 2021 2020 2019 2022 vs. 2021
Revenue 444 246 348 449 81%
EBITDA 88 82 73 62 8%
EBIT, of which 75 61 52 51 22%
SARA 10 14 14 20 -24%
Support & Services 64 48 38 30 35%
Cash flow 83 77 66 56 8%
Investments 20 21 39 29

RESULTS OF THE SUPPORT &SERVICES DIVISION AS OF 30 JUNE 2022

The Support & Services division includes Rubis Énergie's supply tools for petroleum products and bitumen:

  • the 71% equity interest in the refinery in the French Antilles (SARA);
  • the trading-supply activity in the Caribbean (Barbados) and Africa/Middle East, with operational headquarters in Dubai;
  • in support-logistics, the shipping ȋͳͶ vesselsȌ and Dzstorage and pipedz activity in the )ndian Ocean.

EBIT rose by 22% to a record level, driven by record sourcing activity in the Caribbean region (588,000 m3, +43%) and the logistics activity in the Indian Ocean.

RENEWABLE ENERGY DIVISION

As announced at the end of 2020, the Group implemented a strategic shift in 2021-2022 aimed at supplementing its historical business with a renewable energy division. Two significant transactions were carried out:

  • the acquisition in 2021 of an 18.5% stake in the share capital of HDF Energy, together with a strategic agreement for priority and majority investment in hydrogen-electricity power plant projects;
  • the announcement in December 2021 of the acquisition of 80% of Photosol, one of the leading independent producers of photovoltaic energy in France. This investment will enable the Group to reach a target of 25% of its EBITDA in renewable energies in the medium term, with a minimum of 2.5 GW of photovoltaic capacity installed in France by 2030.

The final acquisition of Photosol in April 2022 resulted in the creation of the Renewable Energy division, which holds 80% of the Photosol shares and the stake in HDF Energy.

The acquisition of Photosol resulted in the payment of the portion ȋͺͲ%Ȍ of the shares for €͵Ͷͳ million as well as the assumption of net debt (up to ͳͲͲ%Ȍ for €͵ͺͶ million ȋof which €͵͵Ͷ million in non-recourse debt as of 30 June 2022). Goodwill amounts to €543 million.

The financial statements of Photosol have been included in the Group's consolidation scope since 1 April 2022, i.e. for a period of three months as of 30 June 2022

(in millions of euros) Q2 2022
Installed capacity (MWp) 330
Electricity production (GWh) 139
Revenue 12
EBITDA, of which 7
Investments 12
SPV financial debt 334

RESULTS OF THE RENEWABLE ENERGY DIVISION AS OF 30 JUNE 2022

As of 30 June ͵Ͳ, ʹͲʹʹ, Photosol's portfolio includes:

  • 476 MW of capacity in operation, under construction or awarded;
  • a project pipeline exceeding 3 GW, including 1.2 GW in advanced development or tender ready and 2.3 GW in early stage.

CRE's latest call for tenders was a great success for Photosol with ͳͲͲ% of its bids awarded, i.e. 25 MWp.

In this context, it was decided to strengthen the teams at Photosol.

The French government's initiatives to strengthen and accelerate the energy transition in the context of the Russia/Ukraine crisis and the announced gas shortage are currently being discussed and are particularly aimed to reduce time periods and adjust the thresholds for the filing of building permits in the photovoltaic and wind sectors.

CONTRIBUTION OF THE RUBIS TERMINAL JV

The 2022 financial year was marked by the definitive exit of Turkey from 1 January 2022, which generated a capital gain in Rubis Terminal's financial statements of €ͳͳ.ͺ million ȋafter taxȌ and the implementation of a earn-out payment of €Ͷ.ͳ million ȋafter taxȌ paid by ) Squared Capital to Rubis. The performance for the half-year versus H1 2021 will therefore be analysed in proforma excluding Turkey in 2021.

Storage revenue ȋincluding ͷͲ% of AntwerpȌ reached €ͳͳʹ million, up ͵%. France ȋ+ͳ%Ȍ was stable, Spain up by 9% while the ARA zone including the Antwerp JV (50%) was down slightly (- 2%) due to the non-renewal of a heavy fuel oil contract with Shell, which has committed to reletting organic product capacity from the fourth quarter.

In terms of segments, petroleum products (including biofuels) were slightly down, chemicals recorded an increase of 8% and agri-food products increased by 20%.

The average capacity utilisation rate is 90.3% (85% in France, 96% in Spain and close to 100% in the ARA (Amsterdam, Rotterdam, Antwerp) zone).

)nvestments during the period amounted to €͵ͺ million, with the maintenance portion under control at €ͳ͵ million and the growth portion at €ʹͷ million, including capacity extensions in the ARA zone.

The joint venture's net debt at the end of the period was €ͳ. million, resulting in a debt to EBITDA ratio of 5.1x.

The share of net income recorded at Rubis, i.e. ͷͷ%, amounted to €ͳͳ.Ͷ million as of 30 June 2022, including the capital gain from the exit of Turkey as well as tax income, compared to €ͳ.ʹ million as of June 2021.

It is recalled that the free cash flow after tax, financial expenses and maintenance investment amounts to €ͶͲ/ͷͲ million on an annual basis, which, compared to total equity of €594 million, gives a cash return 1 of 9%.

1 Cash return: free cash flow (after tax, financial expenses and maintenance investment)/total equity.

2022 2021 Change vs. 2021
PF
(in millions of euros)
Storage services (incl. 50% Antwerp) 112 109 3%
Petroleum products 43 48 -10%
Biofuels 13 10 27%
Chemical products 47 44 8%
Agrifood products 8 7 20%
Breakdown by country 112 109 3%
France 55 55 1%
Spain 33 30 9%
ARA 24 24 -2%
EBITDA (1) 57 55 4%
Development investment 25 13 -
Maintenance investment 13 15 -
Cumulative investments 38 28 -

COMMERCIAL AND FINANCIAL RESULTS OF THE RUBIS TERMINAL JV

(1) Adjusted recurring EBITDA.

APPENDIX

RECONCILIATION OF NET INCOME, GROUP SHARE TO ADJUSTED NET INCOME, GROUP SHARE

(in millions of euros) H1 2022 H1 2021 H1 2019 2022
vs 2021
2022
vs 2019
Net income, Group share 170 136 157 25% 8%
Non-recurring items : share of net income from JV
and others (Rubis Terminal)
-14 -3 -
Acquisition-related costs 8 - 5
IFRS 2 expenses (Rubis SCA) 4 11 4
Adjusted net income, Group share (excluding
non-recurring items and IFRS 2)
169 136 161 17% 2%
Earnings per share from divested operations - - -14
Share of net income from JV (Rubis Terminal) -2 -1 -
Adjusted net income, Group share excluding
Rubis Terminal (excluding non-recurring items
and IFRS 2)
167 135 148 17% 10%

COMPOSITION OF NET DEBT/EBITDA EXCLUDING IFRS 16

(in €m) 30/06/2022 31/12/2021
Corporate net financial debt (Corporate NFD) 1,102 438
EBITDA 314 532
Rental expenses IFRS 16 19 41
EBITDA pre-IFRS 16 295 491
Corporate NFD/LTM(1) EBITDA pre-IFRS 16 2.1 0.9
Non-recours project debt (Photosol) 334 -
Total net financial debt (Total NFD) 1,436 438
Total NFD/LTM EBITDA pre-IFRS 16 2.6 0.9
(1) LTM: last 12 months.

OUTLOOK FOR THE SECOND HALF OF 2022

The first half of the year was marked by excellent growth in volumes and results. While all regions posted positive trends, the Caribbean region was the main growth driver thanks to a strong upturn in post-Covid activity and a favourable comparison basis. Although the comparison basis is expected to normalise and the current macroeconomic environment is challenging, the Group is confident in the solid growth in its results for the full year 2022.

In the medium and long term, the Company should benefit from numerous growth drivers: the newly added renewable energy segment as well as within its historical business. The latter benefits from its exposure to regions with increasing populations and energy demand, the improved portfolio in East Africa and its exposure to bitumen in Africa, given the growing need for road infrastructure in the region over the long term.

.DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR

The main risks and contingencies to which the Group could be exposed are described in Chapter ͵ DzRisk Factors, internal control and insurancedz of the ʹͲʹͳ Universal Registration Document.

Given the current geopolitical environment, the Group reminds that it does not carry out any transactions in Ukraine or Russia and does not have any assets in these territories. In addition, it does not source from Ukrainian or Russian suppliers. To date, even if the Group has not identified any direct exposure to this risk, it will continue to monitor developments in the situation and their potential impact on its activities, as well as the indirect effects of the conflict on the sector's global supply chain.

EVENTS AFTER THE REPORTING PERIOD

None.

KEY TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2022 compared with 31 December 2021 (see note 10.3 to the consolidated financial statements for the year ended 31 December 2021).

CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2022

CONSOLIDATED
STATEMENT OF FINANCIAL POSITION 18
CONSOLIDATED
INCOME STATEMENT 20
OF OTHER COMPREHENSIVE INCOME 21
STATEMENT
CONSOLIDATED
STATEMENT OF CHANGES IN S(ARE(OLDERS' EQUITY 22
STATEMENT OF CASH FLOWS23
CONSOLIDATED
TO THE 2022 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS25
NOTES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

Reference
(in thousands of euros) notes 30/06/2022 31/12/2021
Non-current assets
Intangible assets 8.2 74,537 31,714
Goodwill 8.1 1,809,943 1,231,635
Property, plant and equipment 9.1 1,666,946 1,268,465
Property, plant and equipment – right-of-use assets 9.2 220,729 166,288
Interests in joint ventures 7 322,026 322,171
Other financial assets 10.1 191,603 132,482
Deferred taxes 22,291 12,913
Other non-current assets 11,117 10,408
TOTAL NON-CURRENT ASSETS (I) 4,319,192 3,175,936
Current assets
Inventory and work in progress 825,627 543,893
Trade and other receivables 10.3 839,263 622,478
Tax receivables 30,213 21,901
Other current assets 10.2 66,493 23,426
Cash and cash equivalents 774,407 874,890
TOTAL CURRENT ASSETS (II) 2,536,003 2,086,588
TOTAL ASSETS (I + II) 6,855,195 5,262,524

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EQUITY AND LIABILITIES

Reference
(in thousands of euros) notes 30/06/2022 31/12/2021
Shareholders' equity – Group share
Share capital 11 128,693 128,177
Share premium 11 1,550,157 1,547,236
Retained earnings 1,066,124 941,249
Total 2,744,974 2,616,662
Non-controlling interests 130,162 119,703
EQUITY (I) 2,875,136 2,736,365
Non-current liabilities
Borrowings and financial debt 13 1,409,694 805,667
Lease liabilities 13 194,525 138,175
Deposit/consignment 147,882 138,828
Provisions for pensions and other employee benefit obligations 40,596 56,438
Other provisions 14 80,751 159,825
Deferred taxes 93,892 63,071
Other non-current liabilities 84,434 3,214
TOTAL NON-CURRENT LIABILITIES (II) 2,051,774 1,365,218
Current liabilities
Borrowings and short-term bank borrowings (portion due in less than
one year)
13 800,466 507,521
Lease liabilities (portion due in less than one year) 13 23,990 23,742
Trade and other payables 1,026,449 601,605
Current tax liabilities 43,184 23,318
Other current liabilities 34,196 4,755
TOTAL CURRENT LIABILITIES (III) 1,928,285 1,160,941
TOTAL EQUITY AND LIABILITIES (I + II + III) 6,855,195 5,262,524

CONSOLIDATED INCOME STATEMENT

Reference
(in thousands of euros) notes Chg. 30/06/2022 30/06/2021
NET REVENUE 4 60% 3,290,166 2,051,085
Consumed purchases (2,554,483) (1,422,864)
External expenses (249,218) (205,291)
Employee benefits expense (111,042) (107,495)
Taxes (61,527) (58,151)
EBITDA 22% 313,896 257,284
Other operating income 523 545
Net depreciation and provisions (73,836) (70,599)
Other operating income and expenses 3,383 961
CURRENT OPERATING INCOME 30% 243,966 188,191
Other operating income and expenses 15 (7,845) 3,375
OPERATING INCOME BEFORE SHARE OF NET INCOME FROM
JOINT VENTURES 23% 236,121 191,566
Share of net income from joint ventures 7 11,912 1,247
OPERATING INCOME AFTER SHARE OF NET INCOME FROM
JOINT VENTURES
29% 248,033 192,813
Income from cash and cash equivalents 4,695 4,691
Gross interest expense and cost of debt (15,670) (10,358)
COST OF NET FINANCIAL DEBT 94% (10,975) (5,667)
Interest expense on lease liabilities (4,701) (4,302)
Other finance income and expenses (17,327) (8,494)
PROFIT (LOSS) BEFORE TAX 23% 215,030 174,350
Income tax (41,452) (31,714)
NET INCOME 22% 173,578 142,636
NET INCOME, GROUP SHARE 25% 169,766 136,148
NET INCOME, NON-CONTROLLING INTERESTS -41% 3,812 6,488
Earnings per share (in euros) 16 24% 1.65 1.33
Diluted earnings per share (in euros) 16 27% 1.65 1.30

STATEMENT OF OTHER COMPREHENSIVE INCOME

(in thousands of euros) 30/06/2022 30/06/2021
TOTAL CONSOLIDATED NET INCOME (I) 173,578 142,636
Foreign exchange differences (excluding joint ventures) 107,912 2,422
Hedging instruments 24,889 4,275
Income tax on hedging instruments (6,429) (1,137)
Financial assets at fair value through comprehensive income 3,442
Restatements due to hyperinflation 1,544
Taxes on restatements due to hyperinflation (539)
Items recyclable in P&L from joint ventures 346 804
Items that will subsequently be recycled in P&L (II) 131,165 6,364
Actuarial gains and losses 18,357 5,824
Income tax on actuarial gains and losses (3,111) (968)
Items not recyclable in P&L from joint ventures 336 100
Items that will not subsequently be recycled in P&L (III) 15,582 4,956
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) 320,325 153,956
SHARE ATTRIBUTABLE TO THE OWNERS OF THE GROUP'S PARENT COMPANY 308,263 145,276
SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 12,062 8,680

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Shares Of which
treasury
Share Share Treasury Consolidate
d reserves
and
Translation Shareholder's
equity
attributable to
the owners of
the Group's
parent
Non
controlling
Total
consolidated
shareholders'
outstanding
(in number of shares)
shares capital premium shares earnings differences
(in thousands of euros)
company interests equity
Equity as of 31
December 2020
103,630,677 58,087 129,538 1,593,902 (2,034) 1,012,305 (232,660) 2,501,051 119,282 2,620,333
Comprehensive
income for the period
143,793 1,483 145,276 8,680 153,956
Share-based payments 10,806 10,806 10,806
Capital increase 2,981,286 3,727 101,435 105,162 105,162
Capital decrease (2,634,083) (3,293) (100,657) (103,950) (103,950)
Treasury shares (6,111) (5) 305 300 300
Dividend payment (181,715) (181,715) (10,741) (192,456)
Other changes 1 1 1
Equity as of 30 June
2021
103,977,880 51,976 129,972 1,594,680 (2,039) 985,495 (231,177) 2,476,931 117,221 2,594,152
Comprehensive
income for the period
148,149 47,965 196,114 4,425 200,539
Share-based payments (6,420) (6,420) (6,420)
Capital increase 63,401 79 (108) (29) (29)
Capital decrease (1,500,000) (1,874) (47,336) (49,210) (49,210)
Treasury shares 21,146 90 (816) (726) (726)
Dividend payment (1,943) (1,943)
Other changes 2 2 2
Equity as of 31
December 2021
102,541,281 73,122 128,177 1,547,236 (1,949) 1,126,410 (183,212) 2,616,662 119,703 2,736,365
Comprehensive
income for the period
202,449 105,814 308,263 12,062 320,325
Change in interest (205) (205) 24 (181)
Share-based payments 7,566 7,566 1,075 8,641
Capital increase 416,233 520 2,921 3,441 3,441
Capital decrease (3,434) (4) (4) (4)
Treasury shares (7,603) 261 51 312 312
Dividend payment
Change in the scope of
consolidation and non
controlling interests (1)
Put on non-controlling
(191,061) (191,061) (9,271)
88,368
(200,332)
88,368
interests (1) (81,800) (81,800)
Other changes
Equity as of 30 June
2022
102,954,080 65,519 128,693 1,550,157 (1,688) 1,145,210 (77,398) 2,744,974 1
130,162
1
2,875,136

(1) The impacts of changes in scope are described in Note 3.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) 30/06/2022 31/12/2021 30/06/2021
TOTAL CONSOLIDATED NET INCOME FROM CONTINUING
OPERATIONS
Adjustments:
173,578 304,739 142,636
Elimination of income of joint ventures (11,912) (5,906) (1,247)
Elimination of depreciation and provisions 86,044 163,201 83,861
Elimination of profit and loss from disposals (1,101) (599) 1,168
Elimination of dividend earnings (186) (91) (1,310)
Other income and expenditure with no impact on cash (1) 8,641 3,468 13,183
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX 255,064 464,812 238,291
Elimination of income tax expenses 41,452 65,201 31,714
Elimination of the cost of net financial debt and interest expense on
lease liabilities
15,676 21,140 9,969
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX 312,192 551,153 279,974
Impact of change in working capital* (178,512) (214,456) (187,946)
Tax paid (36,442) (42,039) (21,773)
CASH FLOWS RELATED TO OPERATING ACTIVITIES 97,238 294,658 70,255
Impact of changes to consolidation scope (cash acquired - cash
disposed)
57,031
Acquisition of financial assets: Retail & Marketing division (83,985) (82,591)
Acquisition of financial assets: Renewable Energy division (2) (341,122)
Disposal of financial assets: Retail & Marketing division 3,463 3,400
Disposal of financial assets: Support & Services division
Investment in joint ventures
Acquisition of property, plant and equipment and intangible assets (96,890) (205,682) (89,946)
Change in loans and advances granted (21,961) (1,653) (300)
Disposal of property, plant and equipment and intangible assets 3,118 8,733 3,770
(Acquisition)/disposal of other financial assets (588) (157) (6)
Dividends received 12,739 20,298 1,417
Other cash flows from investing activities (5) 4,063 9,538
CASH FLOWS RELATED TO INVESTING ACTIVITIES (383,610) (258,983) (154,718)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

Reference
(in thousands of euros) notes 30/06/2022 31/12/2021 30/06/2021
Capital increase 11 3,441 6,995 7,024
Share buyback (capital decrease) 11 (4) (153,160) (103,950)
(Acquisition)/disposal of treasury shares 261 85 (5)
Borrowings issued 13.1 795,521 730,694 420,141
Borrowings repaid 13.1 (358,775) (677,276) (345,336)
Repayment of lease liabilities 13.1 (18,956) (40,827) (20,716)
Net interest paid (3) (15,036) (20,923) (9,459)
Dividends payable (191,061) (83,577)
Dividends payable to non-controlling interests
Acquisition of financial assets: Retail & Marketing
division
(8,122) (13,191) (10,543)
Disposal of financial assets: Retail & Marketing division
Acquisition of financial assets: Renewable Energy
division
(1,238)
Other cash flows from financing operations (2) (42,347)
CASH FLOWS RELATED TO FINANCING ACTIVITIES 163,684 (251,180) (62,844)
Impact of exchange rate changes 22,205 8,811 (574)
Impact of change in accounting policies
CHANGE IN CASH AND CASH EQUIVALENTS (100,483) (206,694) (147,881)
Cash flows from continuing operations
Opening cash and cash equivalents (4) 874,890 1,081,584 1,081,584
Change in cash and cash equivalents (100,483) (206,694) (147,881)
Closing cash and cash equivalents (4) 774,407 874,890 933,703
Financial debt excluding lease liabilities 13.1 (2,210,160) (1,313,188) (1,331,940)
Cash and cash equivalents net of financial debt 13.1 (1,435,753) (438,298) (398,237)

(1) Including change in fair value of financial instruments, IFRS 2 expense, goodwill (impairment), etc.

(2) The impact of changes in the scope of consolidation is described in note 3.

(3) Net financial interest paid includes the impacts related to restatements of leases (IFRS 16).

(4) Cash and cash equivalents net of bank overdrafts.

(5) See note 15.

(*) Breakdown of the impact of change in working capital:
Impact of change in inventories and work in progress (265,107)
Impact of change in trade and other receivables (165,925)
Impact of change in trade and other payables 252,520
Impact of change in working capital (178,512)

1. ACCOUNTING POLICES

The financial statements for the first half of 2022 were finalised by the Management Board on 7 September 2022, and reviewed by the Supervisory Board on 8 September 2022.

The condensed half-year consolidated financial statements for the first half of 2022 of Rubis and its subsidiaries (the Group) were prepared in accordance with IAS ͵Ͷ Dz)nterim Financial Reporting.dz The condensed half-year consolidated financial statements do not include all of the information required under )FRS, and should be read in conjunction with the Group's consolidated annual financial statements published for the year ended 31 December 2021. The accounting policies applied in the preparation of the condensed half-year consolidated financial statements for the period from 1 January to 30 June 2022 are identical to those applied for the consolidated annual financial statements for the year ended 31 December 2021 except for the application of new standards applicable for financial periods open from 1 January 2022.

The main areas of judgement and estimates used in the preparation of the condensed half-year financial statements are identical to those described in note 2 to the 2021 consolidated financial statements.

The Group experiences seasonal changes in its business activities that can, from one six-month period to another, affect the level of revenue and operating income. As such, half-year results are not necessarily indicative of what may be expected for the full year in 2022.

Standards, interpretations and amendments applicable as of 1 January 2022

The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the reporting date, were applied for the first time in 2022:

Standard/Interpretation Date of mandatory
application
Amendments to IAS 16 Proceeds before intended use 1 January 2022
Amendments to IAS 37 Onerous contracts – costs of fulfilling a contract 1 January 2022
Amendments to IFRS 3 Reference to the conceptual framework 1 January 2022
Annual improvements (2018-2020 cycle) Relevant standards: IFRS 1, IFRS 9, IFRS 16 and 1 January 2022
to IFRS IAS 41

The first-time application of these standards, interpretations and amendments did not have a material impact on the Group's financial statements.

Standards, interpretations and amendments for which early application may be chosen

The Group has not opted for the early adoption of the standards, interpretations and amendments whose application is not mandatory as of 30 June 2022 or which have not yet been adopted by the European Union.

2. SCOPE OF CONSOLIDATION AS OF 30 JUNE 2022

The condensed half-year consolidated financial statements for the six months ended 30 June 2022 include the Rubis financial statements and those of its subsidiaries listed in note 18.

3. CHANGES IN THE SCOPE OF CONSOLIDATION

ACQUISITION OF PHOTOSOL FRANCE

On 14 April 2022, Rubis completed the acquisition of 80% of Photosol (France), one of the independent leaders in photovoltaic energy in France. This acquisition creates the foundation for the development of the Group's activities in renewable energies alongside its historical energy distribution activities via Rubis Énergie and its subsidiaries (Retail & Marketing and Support & Services) and bulk liquid storage via the Rubis Terminal JV.

Photosol (France) is one of the main independent producers of renewable electricity in France, with a capacity of 330 MW in operation, 145 MW under construction and a pipeline of over 3 GW of projects as of end June 2022, and has approximately 80 employees in France. Retaining a 20% stake, Photosol's founders and senior managers remain committed to the development of the company.

The transaction meets the definition of a business combination as provided in IFRS 3 DzBusiness combinationsdz and is recognised accordingly in the consolidated financial statements at the acquisition date (i.e. at 1 April 2022).

Rubis disbursed an amount of €͵Ͷͳ million. )n addition, Rubis repaid a current account held by the founders in one of the Photosol entities for €Ͷʹ million.

Identifiable assets acquired and liabilities assumed

The following table summarises the assets acquired and liabilities assumed recognised on a provisional basis at the acquisition date:

Contribution at the date of consolidation (in thousands of euros) 1 April 2022
Fixed assets (including right-of-use assets) 411,958
Other financial assets 31,771
Inventories 1,428
Trade receivables, other receivables and other assets 28,580
Identified assets 473,737
Net financial debt (including lease liabilities) (441,819)
Non-controlling interests 19,972
Provisions (9,496)
Deferred tax liabilities (18,464)
Current account liabilities (42,347)
Trade payables, other payables and other liabilities (74,948)
Liabilities assumed (567,102)

The Group has identified the identifiable assets acquired and liabilities assumed at the transaction date. The main elements recognised are:

  • an intangible asset of €ͶͲ million recognised in respect of long-term electricity purchase contracts concluded at a contractual fixed price with electricity distributors;
  • interest rate hedging derivatives measured at fair value and recorded in DzOther financial assetsdz for €ʹ million.

The impacts on the other items of the Group's consolidated statement of financial position are not material.

The amounts described above have been valued on a provisional basis and reflect the provisional results of the valuation work carried out by Rubis with the assistance of an independent valuation expert.

Goodwill

In accordance with IFRS 3, the Group may measure non-controlling interests either at fair value (full goodwill method) or the portion in the net identifiable assets of the acquired company (partial goodwill method). The Group has opted for the full goodwill method for the Photosol acquisition. Preliminary goodwill amounts to €ͷͶ͵ million and mainly corresponds to the Group's ability to complete the pipeline of projects identified at the acquisition date.

Non-controlling interests amounted to €ͺ8 million as of 1 April 2022.

Put on non-controlling interests

Finally, as part of the transaction, the Group (via its subsidiary Rubis Renouvelables) has undertaken to buy back all the ordinary shares held by the founders in two stages: 50% in 2027 and 50% in ʹͲʹͺ. This Dzliquidity put optiondz must be recognised as a liability based on the discounted future purchase price of the Rubis Solaire shares at the end of December 2026 and the end of December 2027 (enterprise value - net financial debt). The fair value thus determined amounts to €ͺʹ million recognised in DzOther non-current liabilitiesdz with a corresponding decrease in non-controlling interests presented in DzTotal shareholders' equitydz.

The Photosol Group contributed to the Group's earnings from ͳ April 2022

Contribution to net income
(in thousands of euros)
30 June 2022
(3 months)
Revenue 12,185
Gross operating profit (EBITDA) 6,524
Current operating income 782
Other operating income and expenses (12,152)
Cost of net financial debt (2,085)
Corporate income tax 2,135
Net income (9,946)
Net income, Group share (8,183)

4. SUMMARY SEGMENT INFORMATION

In accordance with IFRS ͺ, operating segments are those examined by the Group's main operational decision-makers (the Managing Partners).

Information by business segment

Reconciliation
30/06/2022
(in thousands of euros)
Retail &
Marketing
Support &
Services
Renewable
Energy
Rubis
Terminal (JV)
Parent company Eliminations Total
Revenue 2,833,474 444,454 12,185 53 3,290,166
Intersegment revenue 17 5,111 (5,128)
Revenue 2,833,491 444,454 12,185 5,164 (5,128) 3,290,166
Gross operating profit
(EBITDA)
234,568 88,081 6,524 (15,277) 313,896
Current operating
income
184,417 74,610 782 (15,843) 243,966
Share of net income from
joint ventures
548 (69) 11,433 11,912
Operating income after
share of net income
from joint ventures 185,050 74,611 (11,439) 11,433 (11,622) 248,033
Cost of net financial debt (8,499) (558) (2,085) 134 33 (10,975)
Income tax expense (39,776) (5,209) 2,135 1,398 (41,452)
Net income 113,410 68,752 (9,946) 11,433 (10,071) 173,578
Investments 65,124 19,847 11,794 125 96,890
Support &
Services
Reconciliation
30/06/2021
(in thousands of euros)
Retail &
Marketing
Rubis
Terminal (JV)
Parent company Eliminations Total
Revenue 1,804,901 246,032 152 2,051,085
Intersegment revenue 15 572 (587)
Revenue 1,804,916 246,032 724 (587) 2,051,085
Gross operating profit
(EBITDA)
194,342 81,645 (18,703) 257,284
Current operating
income 146,245 61,355 (19,409) 188,191
Share of net income from
joint ventures
1,247 1,247
Operating income after
share of net income
from joint ventures 149,637 61,338 1,247 (19,409) 192,813
Cost of net financial debt (6,364) (464) 1,161 (5,667)
Income tax expense (27,561) (5,926) 1,773 (31,714)
Net income 103,132 54,792 1,247 (16,535) 142,636
Investments 69,000 20,862 84 89,946

Breakdown by region (after elimination of intersegment transactions)

Reconciliation
30/06/2022
(in thousands of euros)
Europe Caribbean Africa Rubis
Terminal (JV)
Parent
company
Total
Revenue 429,551 1,656,826 1,203,736 53 3,290,166
Gross operating profit (EBITDA) 70,494 151,936 106,743 (15,277) 313,896
Current operating income 46,296 124,003 89,511 (15,844) 243,966
Operating income after share of net
income from joint ventures
34,764 123,540 89,918 11,433 (11,622) 248,033
Investments 26,637 37,450 32,678 125 96,890
Reconciliation
30/06/2021
(in thousands of euros)
Europe Caribbean Africa Rubis
Terminal (JV)
Parent
company
Total
Revenue 310,559 953,980 786,394 152 2,051,085
Gross operating profit (EBITDA) 56,111 122,444 97,432 (18,703) 257,284
Current operating income 37,701 87,686 82,213 (19,409) 188,191
Operating income after share of net
income from joint ventures
37,832 87,328 85,815 1,247 (19,409) 192,813
Investments 16,203 37,452 36,207 84 89,946

Information on revenue

30/06/2022
(in thousands of euros)
Retail &
Marketing
Support &
Services
Renewable
Energy
Parent
company
Total
Region
Europe 417,366 12,185 53 429,604
Caribbean 1,221,527 435,299 1,656,826
Africa 1,194,581 9,155 1,203,736
TOTAL 2,833,474 444,454 12,185 53 3,290,166
Products and services
Fuels, liquefied gases and bitumen 2,833,474 2,833,474
Refining 372,352 372,352
Trading, supply, transport and services 72,102 72,102
Renewable Energy 12,185 12,185
Other 53 53
TOTAL 2,833,474 444,454 12,185 53 3,290,166
30/06/2021 Retail & Support & Parent
(in thousands of euros) Marketing Services company Total
Region
Europe 310,559 152 310,711
Caribbean 715,410 238,570 953,980
Africa 778,932 7,462 786,394
TOTAL 1,804,901 246,032 152 2,051,085
Products and services
Fuels, liquefied gases and bitumen 1,804,901 1,804,901
Refining 219,655 219,655
Trading, supply, transport and services 26,377 26,377
Other 152 152
TOTAL 1,804,901 246,032 152 2,051,085

5. NON-CONTROLLING INTERESTS

As of 30 June, 2022, the primary non-controlling interests are calculated for the following entities or sub-groups:

SARA

The Group consolidates the 71%-owned SARA using the full consolidation method; the 29% noncontrolling interests are held by Sol Petroleum Antilles SAS.

Easigas entities

The Easigas entities are consolidated using the full consolidation method, with the Group owning an interest of 55%.

Photosol entities

Since 1 April 2022, the Group fully consolidates the Photosol entities (France), some of which are less than 100% owned (see scope of consolidation in note 18).

5.1 CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTEREST: SARA

The amounts presented below are before the elimination of intercompany transactions and accounts:

(in thousands of euros) 30/06/2022 31/12/2021
Fixed assets 225,234 227,845
Net financial debt (cash and cash equivalents – liabilities) (137,512) (65,954)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 316,897 167,784
(in thousands of euros) 30/06/2022 30/06/2021
Net revenue 603,719 337,146
Net income 7,764 8,688
Group share 5,094 5,889
Share attributable to non-controlling interests 2,670 2,799
Other comprehensive income 5,440 1,805
Group share 3,862 1,282
Share attributable to non-controlling interests 1,578 523
Comprehensive income for the period 13,204 10,493
Group share 8,956 7,171
Share attributable to non-controlling interests 4,248 3,322
Dividends paid to non-controlling interests 6,825 6,798
Cash flows related to operating activities (37,488) (31,915)
Cash flows related to investing activities (9,099) (12,488)
Cash flows related to financing activities 34,800 22,757
Change in cash and cash equivalents (11,787) (21,646)

5.2 CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTEREST: EASIGAS SA AND ITS SUBSIDIARIES

The amounts presented below are before the elimination of intercompany transactions and accounts:

(in thousands of euros) 30/06/2022 31/12/2021
Fixed assets 79,301 72,519
Net financial debt (cash and cash equivalents – liabilities) 2,702 2,454
Current liabilities (including loans due in less than one year and short-term bank borrowings) 19,743 16,571
(in thousands of euros) 30/06/2022 30/06/2021
Net revenue 95,951 68,890
Net income 6,457 5,573
Group share 3,391 2,935
Share attributable to non-controlling interests 3,066 2,638
Other comprehensive income
Group share
Share attributable to non-controlling interests
Comprehensive income for the period 6,457 5,573
Group share 3,391 2,935
Share attributable to non-controlling interests 3,066 2,638
Dividends paid to non-controlling interests 1,416 2,997
Cash flows related to operating activities 7,459 5,469
Cash flows related to investing activities (4,434) (5,146)
Cash flows related to financing activities (3,038) (4,629)
Impact of exchange rate changes 2 (168)
Change in cash and cash equivalents (11) (4,474)

5.3 CONDENSED FINANCIAL INFORMATION – NON-CONTROLLING SUBSIDIARY: PHOTOSOL (FRANCE) AND ITS SUBSIDIARIES

The amounts presented below are the amounts before elimination of reciprocal accounts and transactions with other Group companies:

(in thousands of euros) 30/06/2022
Fixed assets 425,042
Net financial debt (cash and cash equivalents – liabilities) (402,935)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 131,869
30/06/2022
(in thousands of euros) (3 months)
Net revenue 12,185
Net income (9,946)
Group share (8,183)
Share attributable to non-controlling interests (1,763)
Other comprehensive income 17,873
Group share 12,236
Share attributable to non-controlling interests 5,637
Comprehensive income for the period 7,927
Group share 4,053
Share attributable to non-controlling interests 3,874
Dividends paid to non-controlling interests 1
Cash flows related to operating activities (2,712)
Cash flows related to investing activities (12,231)
Cash flows related to financing activities (1,431)
Change in cash and cash equivalents (16,374)

6. INTERESTS IN JOINT OPERATIONS

Group interests in joint operations were not material as of 30 June 2022.

7. INTERESTS IN JOINT VENTURES

The Group classifies three partnerships (the Rubis Terminal JV, CLC and Aedes & Photosol Développement) as joint ventures within the meaning of IFRS 11. Only data relating to the Rubis Terminal JV are considered material and detailed below.

The amounts presented below are the amounts prepared in accordance with IFRS on a 100% basis (except for companies consolidated by the JV Rubis Terminal using the equity method).

Summary financial information – JV Rubis Terminal

Statement of financial position of joint ventures (in thousands of euros) 30/06/2022 31/12/2021
Current assets 203,805 205,085
Non-current assets 1,434,558 1,441,911
TOTAL ASSETS 1,638,363 1,646,996
Current liabilities 781,309 189,181
Non-current liabilities 261,664 874,141
Non-controlling interests 27,239 29,806
TOTAL LIABILITIES 1,070,212 1,093,128

The assets and liabilities of the joint venture specifically include the following:

(in thousands of euros) 30/06/2022 31/12/2021
Cash and cash equivalents 56,830 40,704
Current financial liabilities (excl. trade payables and provisions) 651,762 61,931
Non-current financial liabilities (excl. provisions) 175,561 788,930

The items in the income statement are as follows:

(in thousands of euros) 30/06/2022 30/06/2021
Net revenue 215,044 183,844
Net income, Group share 17,825 2,174
Net income, Group share (consolidated share) 11,320 1,247
Other comprehensive income (consolidated share) 682 904
COMPREHENSIVE INCOME FOR THE PERIOD (consolidated share) 12,002 2,151

Net income for the period given above includes the following items:

(in thousands of euros) 30/06/2022 30/06/2021
Depreciation expense (33,207) (33,840)
Interest income and expense (20,180) (20,374)
Income tax (1,601) (3,577)

The Group received dividends of €ͳͳ.͵ million for the period.

On 14 January 2022, the Rubis Terminal JV completed the sale of 100% of the shares of the company holding the Turkish assets (Rubis Terminal Petrol) to Transpet Petrolcülük ve Enerji A.Ş. ȋTranspetȌ.

Rubis Terminal had signed an agreement to sell Rubis Terminal Petrol to Transpet on 15 December 2021 and all administrative approvals and conditions have since been obtained. With the completion of the transaction, Transpet becomes the sole (100%) shareholder of Rubis Terminal Petrol. Net profit ȋlossȌ at ͳͲͲ% includes a capital gain of €ͳ͵. million net of tax.

8. GOODWILL AND INTANGIBLE ASSETS

8.1 GOODWILL

Goodwill is subject to an impairment test at least once per year, or more frequently if there are indications of a loss of value, in accordance with the provisions of IAS ͵ Dz)mpairment of Assets.dz

During the first half of 2022, the Group did not identify any indication of impairment.

Change in Translation
(in thousands of euros) 31/12/2021 scope differences 30/06/2022
GOODWILL 1,231,635 542,891 35,417 1,809,943

Changes in scope relate to the acquisition of Photosol.

8.2 INTANGIBLE ASSETS

Gross value
(in thousands of euros)
31/12/2021 Change in
scope
Acquisitions Disposals Reclassificatio
ns
Translation differences 30/06/2022
Other concessions,
patents and similar
rights 26,437 379 3,398 (149) (558) 500 30,007
Leases 2,404 (80) 31 2,355
Other intangible assets 32,161 41,320 1,009 (16) 36 402 74,912
TOTAL 61,002 41,699 4,407 (245) (522) 933 107,274
Depreciation Change in Reclassificatio Translation
(in thousands of euros) 31/12/2021 scope Increases Disposals ns differences 30/06/2022
Other concessions,
patents and similar
rights
(12,655) (221) (550) 2 (398) (13,822)
Other intangible assets (16,773) (324) (1,643) 16 (191) (18,915)
TOTAL (29,428) (545) (2,193) 18 (589) (32,737)

Changes in scope mainly relate to the acquisition of Photosol.

9. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

9.1 PROPERTY, PLANT AND EQUIPMENT

Gross value Change in Reclassificatio Translation
(in thousands of euros) 31/12/2021 scope Acquisitions Disposals ns differences 30/06/2022
Other property, plant
and equipment
313,136 1,566 7,024 (2,293) 3,653 7,796 330,882
Prepayments and down
payments on property,
plant and equipment 4,687 1,067 (324) (740) 183 4,873
Assets in progress 177,842 71,028 68,620 (31) (28,415) 6,568 295,612
Machinery, equipment
and tools
1,779,667 165 17,185 (6,730) 19,059 46,387 1,855,733
Land and buildings 585,930 334,997 5,688 (538) 5,983 10,197 942,257
TOTAL 2,861,262 407,756 99,584 (9,916) (460) 71,131 3,429,357
Depreciation Change in Reclassificatio Translation
(in thousands of euros) 31/12/2021 scope Increases Disposals ns differences 30/06/2022
Other property, plant
and equipment
(165,125) (512) (7,963) 1,838 61 (3,018) (174,719)
Facilities and
equipment (1,159,066) (55) (40,022) 5,838 (55) (24,557) (1,217,917)
Land and buildings (268,606) (87,598) (11,538) 501 (6) (2,528) (369,775)
TOTAL (1,592,797) (88,165) (59,523) 8,177 0 (30,103) (1,762,411)
NET VALUE 1,268,465 319,591 40,061 (1,739) (460) 41,028 1,666,946

Changes in scope mainly relate to the acquisition of Photosol.

9.2 RIGHT-OF-USE ASSETS (IFRS 16)

Gross value Changes Translation
(in thousands of euros) 31/12/2021 in scope Acquisitions Disposals differences 30/06/2022
Other property, plant and
equipment 904 194 (2) 7 1,103
Transportation equipment 42,847 48 4,643 (1,267) 2,945 49,216
Machinery, equipment and tools 17,887 6,037 (63) 23,861
Land and buildings 181,419 51,165 8,315 (4,219) 4,777 241,457
TOTAL 243,057 51,213 19,189 (5,488) 7,666 315,637
Depreciation Changes Translation
(in thousands of euros) 31/12/2021 in scope Increases Disposals differences 30/06/2022
Other property, plant and
equipment (207) (116) 2 (3) (324)
Transportation equipment (27,575) (6,662) 1,185 (2,061) (35,113)
Machinery, equipment and tools (7,327) (1,258) (478) (9,063)
Land and buildings (41,660) (8,551) 493 (690) (50,408)
TOTAL (76,769) 0 (16,587) 1,680 (3,232) (94,908)
NET VALUE 166,288 51,213 2,602 (3,808) 4,434 220,729

Changes in scope mainly relate to the acquisition of Photosol.

10. FINANCIAL ASSETS

10.1 OTHER FINANCIAL ASSETS

DzOther financial assetsdz as of ͵Ͳ June 2022 include:

Gross value
(in thousands of euros) 30/06/2022 31/12/2021
Equity interests 86,996 86,355
Other receivables from investments 17,355 18,550
Long-term securities 3,459 3,156
Loans, deposits and guarantees 51,190 41,289
Fair value of financial instruments 46,067
TOTAL OTHER FINANCIAL ASSETS 205,067 149,350
Impairment (13,464) (16,868)
NET VALUE 191,603 132,482

Equity interests in non-controlled entities correspond mainly to:

  • 18.5% equity interest in Hydrogen de France ȋDz(DF EnergydzȌ subscribed in 2021 for a total amount of €ͺ. million;
  • non-controlling interests held by Rubis Energia Portugal in several entities in Portugal;
  • shares of the EIG held by Rubis Antilles Guyane.

Other receivables from investments mainly include advances made to EIGs or joint ventures.

Loans, deposits and guarantees paid correspond to the €͵Ͳ million loan in USD, repayable in ʹͲʹͷ, granted by the subsidiary RWIL Suriname to the State of Suriname. The other items recorded in this account mainly correspond to advances made to certain distributors working for the Group, security deposits provided for in certain long-term leases and other security deposits.

)mpairments include €ͺ.ʹ million for the impact of the fair value measurement of the interest in HDF Energy due to the decline in its share price compared to the initial subscription price. The contra-entry is recognised in other comprehensive income.

The change in the fair value of financial instruments is due for €Ͷ million to the consolidation of Photosol (France), i.e. €ʹ million at the date of consolidation and €ʹͲ million in respect of revaluations made on 30 June 2022.

10.2 OTHER CURRENT ASSETS

DzOther current assetsdz as of ͵Ͳ June 2022 include:

(in thousands of euros) 30/06/2022 31/12/2021
Loans, deposits and guarantees 24,075 994
Fair value of financial instruments 10,174 3,969
GROSS CURRENT FINANCIAL ASSETS 34,249 4,963
Impairment
NET CURRENT FINANCIAL ASSETS 34,249 4,963
Prepaid expenses 32,244 18,463
CURRENT ASSETS 32,244 18,463
TOTAL OTHER CURRENT ASSETS 66,493 23,426

Loans, deposits and guarantees paid correspond mainly to guarantees granted to suppliers of petroleum products.

10.3 TRADE AND OTHER RECEIVABLES (CURRENT OPERATING ASSETS)

Trade and other receivables include the short-term portion of trade receivables and related accounts, employee receivables, government receivables, and other operating receivables.

Gross value
(in thousands of euros) 30/06/2022 31/12/2021
Trade and other receivables 747,285 508,637
Employee receivables 2,304 2,114
Government receivables 72,118 62,780
Other operating receivables 46,916 75,183
Total 868,623 648,714
Impairment Change in
(in thousands of euros) 31/12/2021 scope Additions Reversals 30/06/2022
Trade and other receivables 24,566 933 3,150 (1,891) 26,758
Other operating receivables 1,670 835 97 2,602
Total 26,236 1,768 3,247 (1,891) 29,360

In the first half of 2022, losses on receivables remained stable and were not material.

10.4 CREDIT RISK

The Group's maximum credit risk exposure from trade receivables at the reporting date is as follows for each region:

In net value
(in thousands of euros) 30/06/2022 31/12/2021
Europe 113,445 82,805
Caribbean 222,278 167,105
Africa 384,804 234,161
TOTAL 720,527 484,071

11. EQUITY

As of 30 June 2022, the share capital consisted of 102,954,080 shares (of which 514 preferred sharesȌ, fully paid up, with a par value of €ͳ.ʹͷ each, i.e. a total amount of €ͳʹͺ,ͻ͵ thousand.

The various transactions impacting the share capital in the period are set out in the table below:

Share capital Share premium
Number of (in thousands of (in thousands of
shares euros) euros)
As of 1 January 2022 102,541,281 128,177 1,547,236
Company savings plan 171,576 214 3,229
Preferred shares acquired 226
Preferred shares converted into ordinary shares 244,431 306 (306)
Capital decrease by cancelling preferred shares bought back (3,434) (4)
Capital increase expenses (2)
As of 30 June 2022 102,954,080 128,693 1,550,157

As of 30 June 2022, Rubis held 65,519 treasury shares.

Equity line agreement with Crédit Agricole CIB of November 2021

In November 2021, the Group signed an equity line agreement with Crédit Agricole CIB for a period of 37 months and up to the authorised limit of Ͷ,ͶͲͲ,ͲͲͲ shares with a par value of €ͳ.ʹͷ. The share subscription price will show a discount of 5% compared to the volume-weighted average of the share prices of the two trading days preceding its setting. Crédit Agricole CIB acts as a financial intermediary and does not intend to remain in the Company's share capital. As of 30 June 2022, the Group had not yet made use of this equity line.

Reconciliation of the capital increase with the statement of cash flows

Increase (decrease) in share capital 516
Increase (decrease) in share premiums 2,921
Capital increase (decrease) on the balance sheet 3,437
Share buyback (capital decrease) 4
Capital increase (decrease) in the statement of cash flows

Reconciliation of the dividend distributed between the statement of changes in shareholders' equity and the statement of cash flows

Dividend payment according to the statement of changes in shareholders' equity
Payment of the dividend in shares
Dividends paid in the statement of cash flows 191,061

12. STOCK OPTIONS AND FREE SHARES

The terms of the stock option and free share plans outstanding as of 30 June 2022 are set out in the tables below:

STOCK OPTIONS Outstanding as Rights Rights Outstanding as
Date of Management Board meeting of 31/12/2021 Rights issued exercised cancelled of 30/06/2022
17 December 2019 150,276 150,276
6 November 2020 87,502 87,502
1 April 2021 5,616 5,616
TOTAL 243,394 243,394
Number of
STOCK OPTIONS outstanding Exercise expiry Exercise price Options
Date of Management Board meeting options date (in euros) exercisable
17 December 2019 150,276 Mar.-33 52.04
6 November 2020 87,502 Mar.-34 29.71
1 April 2021 5,616 Mar.-34 40.47
TOTAL 243,394
FREE PERFORMANCE SHARES
Date of Management Board meeting
Outstanding as
of 31/12/2021
Rights issued Rights
exercised
Rights
cancelled
Outstanding as
of 30/06/2022
17 December 2019 385,759 385,759
6 November 2020 787,697 787,697
1 April 2021 43,516 43,516
13 December 2021 160,072 160,072
TOTAL 1,377,044 1,377,044

FREE PREFERRED
SHARES
Date of Management
Board meeting
Outstanding as
of 31/12/2021
Rights issued Rights
exercised
Rights
cancelled
Outstanding as
of 30/06/2022
of which
preferred
shares acquired
but not yet
converted into
ordinary shares
11 July 2016 2,469 (2,469)
13 March 2017 1,932 (1,932)
19 July 2017 374 374 374
2 March 2018 345 (345)
5 March 2018 1,157 (1,157)
19 October 2018 140 140 140
7 January 2019 62 62
17 December 2019 662 662
TOTAL 7,141 (2,469) (3,434) 1,238 514

Preferred shares will be converted into ordinary shares at the end of a retention or vesting period based on the extent to which the performance conditions have been achieved.

13. FINANCIAL LIABILITIES

13.1 FINANCIAL DEBT

(in thousands of euros) 30/06/2022 31/12/2021
Current and non-current borrowings and financial debt 2,210,160 1,313,188
Cash 619,629 725,022
Securities and other investments 154,778 149,868
NET FINANCIAL DEBT (EXCLUDING LEASE LIABILITIES) 1,435,753 438,298
Lease liabilities (current and non-current) 218,515 161,917
NET FINANCIAL DEBT 1,654,268 600,215

Financial debt is presented in the following table, which differentiates between non-current and current liabilities:

Current
(in thousands of euros) 30/06/2022 31/12/2021
Bank loans 326,164 227,617
Interest accrued not yet due on loans and bank overdrafts 2,098 2,083
Bank overdrafts 459,638 276,492
Other loans and similar liabilities 12,566 1,329
TOTAL BORROWINGS AND SHORT-TERM BANK BORROWINGS (PORTION DUE IN LESS
THAN ONE YEAR) 800,466 507,521
Non-current
(in thousands of euros)
30/06/2022 31/12/2021
Bank loans 1,370,902 786,182
Customer deposits on tanks 16,557 16,787
Customer deposits on cylinders 131,325 122,041
Other loans and similar liabilities 38,792 19,485
TOTAL BORROWINGS AND FINANCIAL DEBT 1,557,576 944,495
TOTAL 2,358,042 1,452,016
Non-current borrowings and financial debt More than 5
(in thousands of euros) 1 to 5 years years
Bank loans 1,024,875 346,027
Other loans and similar liabilities 17,569 21,223
TOTAL 1,042,444 367,250

The change in borrowings and other financial liabilities during the first half-year 2022 breaks down as follows:

Change in Translation
(in thousands of euros) 31/12/2021 scope Issue Repayment differences 30/06/2022
Current and non-current
borrowings and financial debt 1,313,188 449,474 791,669 (358,867) 14,696 2,210,160
Lease liabilities (current and
non-current) 161,917 49,376 22,091 (19,039) 4,170 218,515
TOTAL 1,475,105 498,850 813,760 (377,906) 18,866 2,428,675

Changes in scope mainly relate to the acquisition of Photosol.

The issues made during the period are mainly used for the refinancing of credit facilities that have been used, the financing of capital expenditure and current operations.

(in thousands of euros) Fixed rate Variable rate
Bank loans 272,215 1,098,687
Bank loans (portion due in less than one year) 56,021 270,143
TOTAL 328,236 1,368,830

Interest rate risk

Characteristics of loans contracted Less than 1 Between 1 More than 5 Existence or
not of
(in thousands of euros) Rate Total amount year and 5 years years hedging
Euros Fixed rate 316,387 54,219 194,306 67,862
Variable rate 1,368,536 269,849 820,522 278,165 YES
Rand Fixed rate
Variable rate 294 294
US dollar Fixed rate 11,849 1,802 10,047
Variable rate
TOTAL 1,697,066 326,164 1,024,875 346,027

Interest rate risk for the Group is limited to the loans obtained.

None of the Group's loans to date is likely to be repaid due to the enforcement of covenants.

Liquidity risk

As of 30 June ʹͲʹʹ, the Group had used confirmed credit facilities totalling €ͺ8 million. The amount of credit facilities confirmed but not used as of 30 June ʹͲʹʹ amounted to €͵92 million.

At the same time, the Group has €Ͷ million in immediately available cash on the assets side of its balance sheet.

13.2 LEASE LIABILITIES

More than 5
(in thousands of euros) Less than 1 year 1 to 5 years years 30/06/2022
SCHEDULE OF LEASE LIABILITIES 23,990 66,047 128,478 218,515

Other information relating to leases (IFRS 16)

As of 30 June 2022, the amount of rent paid (restated leases and exempted leases) totalled €45.8 million and income from sub-letting amounted to €Ͷ million.

Rents not restated as of 30 June 2022 break down as follows:

  • leases exempted:
    • o term of less than ͳʹ months, totalling €ͳͷ.ͷ million,
    • o assets with a low unit value, totalling €Ͳ.͵ million;
  • variable portion of rents of €ͺ million.

13.3 COMMITMENTS AND CONTINGENT LIABILITIES (EXCLUDING PROVISIONS)

Rubis SCA and its subsidiaries are subject to tax audits and adjustments are sometimes proposed. The Group considers that it has solid means of defence, that it implements all legal procedures at its disposal to prevent any unfavourable outcomes and that it has set aside all the provisions necessary to cover disbursements deemed probable. The financial consequences of these tax assessments are recognised as liabilities for the amounts notified and accepted or considered uncertain and presenting a probable outflow of resources that can be reliably determined.

The Group periodically reviews its estimate of these risks in the light of changes in audits and litigation, and believes that none of the audits currently underway will have a material impact on its financial position or cash.

In December 2021, the Competition Authority was automatically tasked with a fact-finding mission on the practices observed in the fuel supply, storage and distribution sector in Corsica. The fact-finding mission continued during the first half of 2022.

14. PROVISIONS

Non-current
(in thousands of euros) 30/06/2022 31/12/2021
Provisions for contingencies and expenses 42,061 130,857
Provisions for clean-up and refurbishment of non-current assets 38,690 28,968
TOTAL 80,751 159,825

Provisions for contingencies and expenses include:

  • the Group's obligations in terms of collecting energy savings certificates. These provisions are recognised throughout the three-year period currently in progress (2022-2025);
  • a provision relating to the Rubis Group's obligation to bring the acquired assets under its banner (rebranding);
  • provisions relating to risks or disputes that could potentially lead to action being taken against the Rubis Group.

These items are assessed using estimates of the amounts that may be needed to settle any related obligation, and by including the probabilities of the various scenarios envisaged taking place.

Provisions for clean-up and the refurbishment of non-current assets are compliant with IAS 16. The Group has estimated its clean-up and dismantling costs largely based on the findings of outside consultants. In compliance with IAS 16, the present value of these expenses was incorporated into the cost of the corresponding facilities.

(in thousands of euros) 31/12/2021 Change in
scope
Additions Reversals (1) Reclassifications Translation differences 30/06/2022
Provisions for contingencies
and expenses
130,857 20,755 (12,452) (97,628) 529 42,061
Provisions for clean-up and
refurbishment of non-current
assets 28,968 9,496 1,593 (1,569) 202 38,690
TOTAL 159,825 9,496 22,348 (14,021) (97,628) 731 80,751

ȋ1Ȍ )ncluding €6.6 million in reversals not applicable.

The provisions made for obligations to collect energy saving certificates relating to the past period ȋʹͲͳͺ/ʹͲʹͳȌ were reclassified as DzTrade and other payablesdz for €ͻ. million. During the second half of 2022, the Group will proceed with the liquidation of this collection campaign, thus settling the inventories and liabilities constituted during the previous financial years and relating to this fourth three-year period.

Changes in provisions for contingencies and expenses during the half-year correspond in particular to:

  • the Group's new obligations in terms of collecting energy-saving certificates;
  • the obligations of the newly acquired Photosol entities in terms of clean-up and restoration

15. THE OBLIGATIONS OF THE NEWLY ACQUIRED PHOTOSOL ENTITIES IN TERMS OF CLEAN-UP AND RESTORATION OTHER OPERATING INCOME AND EXPENSES

DzOther operating income and expensesdz as of ͵Ͳ June 2022 are set out below:

(in thousands of euros) 30/06/2022 30/06/2021
Income from disposal of property, plant and equipment and intangible assets 552 (6)
Expenses related to strategic acquisitions (11,996) (8)
Other expenses, income and provisions (464) (12)
Impact of business disposals 4,063 3,401
TOTAL (7,845) 3,375

As of 30 June 2022, expenses related to strategic acquisitions correspond to the costs incurred in connection with the acquisition of the Photosol group.

Impact of business disposals:

  • during January 2022, the Rubis Terminal JV sold its entire stake in its Turkish assets (Rubis Terminal Petrol). Following this transaction, and in accordance with the agreements signed, the Group received an earn-out payment of €Ͷ million from the investment fund ) Squared Capital;
  • as of 30 June 2021, the Group had sold Recstar Middleast, an entity with no activity but holding trade receivables.

16. EARNINGS PER SHARE

The table below presents the income and shares used to calculate basic earnings and diluted earnings per share.

Earnings per share
(in thousands of euros) 30/06/2022 30/06/2021
Consolidated net income from continuing operations, Group share 169,766 136,148
Impact of stock options on income 60 109
Consolidated net income after recognition of the impact of stock options on income 169,826 136,257
Number of shares at the beginning of the period 102,538,186 103,628,083
Company savings plan 19,743 30,565
Capital decrease (964,379)
Preferred shares 114,321 242
Weighted average number of shares outstanding 102,672,250 102,694,511
Free shares (performance and preferred) 34,909 1,962,186
Stock options 239,163
Diluted weighted average number of shares 102,707,159 104,895,860
Undiluted earnings per share (in euros) 1.65 1.33
Diluted earnings per share (in euros) 1.65 1.30

17. TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2022 compared with 31 December 2021.

18. LIST OF CONSOLIDATED COMPANIES AS OF 30 JUNE 2022

The consolidated financial statements for the six months ended 30 June 2022 include the Rubis financial statements and those of its subsidiaries listed in the table below.

30 June 30 June 30 June 30 June
Registered 2022 2021 2022 2021 Consolidation
Name office/Country % control % control % interest % interest method*
Rubis SCA 46, rue Boissière
75116 Paris – France
SIREN: 784 393 530
Parent Parent Parent Parent
Rubis Patrimoine France 100.00% 100.00% 100.00% 100.00% FC
Coparef France 100.00% 100.00% 100.00% 100.00% FC
Rubis Renouvelables
(formerly Cimarosa
Investissements)
France 100.00% 100.00% 100.00% 100.00% FC
RT Invest France 55.00% 55.00% 55.00% 55.00% JV (EM)
Rubis Terminal Infra France 55.00% 55.00% 55.00% 55.00% JV (EM)
Rubis Énergie France 100.00% 100.00% 100.00% 100.00% FC
Vitogaz France France 100.00% 100.00% 100.00% 100.00% FC
Sicogaz France 100.00% 100.00% 100.00% 100.00% FC
Sigalnor France 65.00% 65.00% 65.00% 65.00% FC

Registered 30 June
2022
30 June
2021
30 June
2022
30 June
2021
Consolidation
Name
Starogaz
office/Country
France
% control
100.00%
% control
100.00%
% interest
100.00%
% interest
100.00%
method*
FC
Norgal France 20.94% 20.94% 20.94% 20.94% JO
Frangaz France 100.00% 100.00% 100.00% 100.00% FC
Vito Corse France 100.00% 100.00% 100.00% 100.00% FC
Rubis Restauration et
Services
France 100.00% 100.00% 100.00% 100.00% FC
Vitogaz Switzerland AG Switzerland 100.00% 100.00% 100.00% 100.00% FC
Rubis Energia Portugal S.A. Portugal 100.00% 100.00% 100.00% 100.00% FC
Sodigas Seixal Sociedade de
Distribuição de Gás
S.A.
Portugal 100.00% 100.00% 100.00% 100.00% FC
Sodigas Açores S.A. Portugal 100.00% 100.00% 100.00% 100.00% FC
Sodigas Braga
Sociedade de Distribuição de
Gás, S.A.
Portugal 100.00% 100.00% 100.00% 100.00% FC
Companhia Logística de
Combustíveis SA
Portugal 20.00% 20.00% JV (EM)
Spelta – Produtos Petrolíferos,
SA
Portugal 100.00% 100.00% 100.00% 100.00% FC
Vitogas España S.A. Spain 100.00% 100.00% 100.00% 100.00% FC
Fuel Supplies Channel
Islands Ltd (FSCI)
Channel Islands 100.00% 100.00% 100.00% 100.00% FC
La Collette Terminal Ltd Channel Islands 100.00% 100.00% 100.00% 100.00% FC
St Sampson Terminal Ltd Channel Islands 100.00% 100.00% 100.00% 100.00% FC
Vitogaz Maroc Morocco 100.00% 100.00% 100.00% 100.00% FC
Lasfargaz Morocco 82.89% 82.89% 82.89% 82.89% FC
Kelsey Gas Ltd Republic of Mauritius 100.00% 100.00% 100.00% 100.00% FC
Vitogaz Madagascar Madagascar 100.00% 100.00% 100.00% 100.00% FC
Eccleston Co Ltd Republic of Mauritius 100.00% 100.00% 100.00% 100.00% FC
Vitogaz Comores Union of the Comoros
Islands
100.00% 100.00% 100.00% 100.00% FC
Gazel Madagascar 49.00% 49.00% 49.00% 49.00% FC
Rubis Antilles Guyane France 100.00% 100.00% 100.00% 100.00% FC
Stocabu France 50.00% 50.00% 50.00% 50.00% JO

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
Société Industrielle de Gaz et France 100.00% 100.00% 100.00% 100.00% FC
de Lubrifiants
Société Anonyme de la
France 71.00% 71.00% 71.00% 71.00% FC
Raffinerie des Antilles (SARA)
Société Antillaise des Pétroles
Rubis
France 100.00% 100.00% 100.00% 100.00% FC
Rubis Guyane Française France 100.00% 100.00% 100.00% 100.00% FC
Rubis Caraïbes Françaises France 100.00% 100.00% 100.00% 100.00% FC
Société Réunionnaise de
Produits Pétroliers (SRPP)
France 100.00% 100.00% 100.00% 100.00% FC
Société d')mportation et de
distribution de Gaz liquéfiés
dans l'Océan Indien (Sigloi)
France 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Bermuda Ltd Bermuda 100.00% 100.00% 100.00% 100.00% FC
Sinders Ltd Bermuda 100.00% 100.00% 100.00% 100.00% FC
Bermuda Gas & Utility
Company Ltd
Bermuda 100.00% 100.00% 100.00% 100.00% FC
Rubis Eastern Caribbean SRL Barbados 100.00% 100.00% 100.00% 100.00% FC
Rubis Caribbean Holdings Inc. Barbados 100.00% 100.00% 100.00% 100.00% FC
Renewstable Barbados Barbados 60.07% 60.07% FC
Rubis West Indies Ltd United Kingdom 100.00% 100.00% 100.00% 100.00% FC
Rubis Guyana Inc. Guyana 100.00% 100.00% 100.00% 100.00% FC
Rubis Bahamas Ltd the Bahamas 100.00% 100.00% 100.00% 100.00% FC
Rubis Cayman Islands Ltd Cayman Islands 100.00% 100.00% 100.00% 100.00% FC
Rubis Turks & Caicos Ltd Turks and Caicos Islands 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Jamaica Ltd Jamaica 100.00% 100.00% 100.00% 100.00% FC
Easigas (Pty) Ltd South Africa 55.00% 55.00% 55.00% 55.00% FC
Easigas Botswana (Pty) Ltd Botswana 55.00% 55.00% 55.00% 55.00% FC
Easigas Swaziland (Pty) Ltd Swaziland 55.00% 55.00% 55.00% 55.00% FC
Easigas Lesotho (Pty) Ltd Lesotho 55.00% 55.00% 55.00% 55.00% FC
Rubis Asphalt South Africa South Africa 74.00% 74.00% FC
Ringardas Nigeria Ltd Nigeria 100.00% 100.00% 100.00% 100.00% FC
European Railroad
Established Services SA (Eres
Sénégal)
Senegal 100.00% 100.00% 100.00% 100.00% FC

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
European Railroad
Established Services Togo SA
(Eres Togo)
Togo 100.00% 100.00% 100.00% 100.00% FC
Eres Cameroun Cameroon 100.00% 100.00% 100.00% 100.00% FC
Eres Libéria Inc Republic of Liberia 100.00% 100.00% 100.00% 100.00% FC
Eres Gabon Gabon 100.00% 100.00% 100.00% 100.00% FC
REC Bitumen SRL Barbados 100.00% 100.00% 100.00% 100.00% FC
Bahama Blue Shipping
Company
Barbados 100.00% 100.00% 100.00% 100.00% FC
Morbihan Shipping
Corporation
Barbados 100.00% 100.00% FC
Pickett Shipping Corp. Republic of Panama 100.00% 100.00% 100.00% 100.00% FC
Blue Round Shipping Corp. Republic of Panama 100.00% 100.00% 100.00% 100.00% FC
Saunscape International Inc.
(liquidated)
Republic of Panama 100.00% 100.00%
Biskra Shipping SA Republic of Panama 100.00% 100.00% 100.00% 100.00% FC
Atlantic Rainbow Shipping
Company SA
Republic of Panama 100.00% 100.00% 100.00% 100.00% FC
Woodbar Co Ltd Republic of Mauritius 85.00% 85.00% 85.00% 85.00% FC
Rubis Énergie Djibouti Republic of Djibouti 85.00% 85.00% 85.00% 85.00% FC
Distributeurs Nationaux SA
(Dinasa)
Haiti 100.00% 100.00% 100.00% 100.00% FC
Chevron Haïti Inc. British Virgin Islands 100.00% 100.00% 100.00% 100.00% FC
Société de Distribution de Gaz
S.A. (Sodigaz)
Haiti 100.00% 100.00% 100.00% 100.00% FC
Terminal Gazier de Varreux
S.A.
Haiti 50.00% 50.00% 50.00% 50.00% JO
RBF Marketing Ltd Jamaica 100.00% 100.00% 100.00% 100.00% FC
Galana Distribution Pétrolière
Company Ltd
Republic of Mauritius 100.00% 100.00% 100.00% 100.00% FC
Galana Distribution Pétrolière
SA
Madagascar 90.00% 90.00% 90.00% 90.00% FC
Galana Raffinerie Terminal
Company Ltd
Republic of Mauritius 100.00% 100.00% 100.00% 100.00% FC
Galana Raffinerie et Terminal
SA
Madagascar 90.00% 90.00% 90.00% 90.00% FC
Plateforme Terminal Pétrolier
SA
Madagascar 80.00% 80.00% 80.00% 80.00% FC
Rubis Middle East Supply
DMCC
United Arab Emirates 100.00% 100.00% 100.00% 100.00% FC
RAME Rubis Asphalt Middle
East DMCC
United Arab Emirates 100.00% 100.00% 100.00% 100.00% FC

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
Maritec Tanker Management India 100.00% 100.00% 100.00% 100.00% FC
Private Ltd
Gulf Energy Holdings Ltd Kenya 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Kenya PLC Kenya 100.00% 100.00% 100.00% 100.00% FC
Kobil Petroleum Limited United States 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Ethiopia Ltd Ethiopia 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Rwanda Ltd Rwanda 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Uganda Ltd Uganda 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Zambia Ltd Zambia 100.00% 100.00% 100.00% 100.00% FC
Rubis Energy Zimbabwe
(Private) Ltd
Zimbabwe 55.00% 55.00% 55.00% 55.00% FC
Rubis Solaire France 79.97% 79.97% FC
Aedes & Photosol
Développement
France 39.99% 39.99% JV (EM)
Airefsol Énergies 1 France 65.42% 65.42% FC
Airefsol Énergies 7 France 67.80% 67.80% FC
Alpha Énergies Renouvelables France 65.03% 65.03% FC
Centrale Photovoltaïque de
Ychoux
France 47.59% 47.59% FC
Centrale Photovoltaïque
Lagune de Toret
France 65.42% 65.42% FC
Centrale Photovoltaïque le
Bouluc de Fabre
France 65.42% 65.42% FC
Cilaos France 67.80% 67.80% FC
Clotilda France 67.80% 67.80% FC
Cpes de L'ancienne Cokerie France 65.42% 65.42% FC
Dynamique Territoires
Développement
France 79.97% 79.97% FC
EPV France 65.42% 65.42% FC
Euroridge Solar Holding S.àr.l Luxembourg 79.97% 79.97% FC
Firinga France 67.80% 67.80% FC
Inti SAS France 65.42% 65.42% FC
Maïdo France 67.80% 67.80% FC
Phoebus France 65.42% 65.42% FC

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
Photom Services France 31.48% 31.48% FC
Photosol France 67.80% 67.80% FC
Photosol Bordezac
Développement
France 65.42% 65.42% FC
Photosol Bourbon France 67.80% 67.80% FC
Photosol Brossac France 65.24% 65.24% FC
Photosol CRE 4 France 67.80% 67.80% FC
Photosol Développement France 79.97% 79.97% FC
Photosol Hermitage France 79.97% 79.97% FC
Photosol Invest 2 France 28.17% 28.17% FC
Photosol Maransin France 79.97% 79.97% FC
Photosol Roullet France 79.97% 79.97% FC
Photosol Sarrazac
Développement
France 65.42% 65.42% FC
Photosol SPV 1 France 65.42% 65.42% FC
Photosol SPV 2 France 67.80% 67.80% FC
Photosol SPV 3 France 65.42% 65.42% FC
Photosol SPV 4 France 65.42% 65.42% FC
Photosol SPV 5 France 65.42% 65.42% FC
Photosol SPV 6 France 65.42% 65.42% FC
Photosol SPV 7 France 65.42% 65.42% FC
Photosol SPV 9 France 48.78% 48.78% FC
Photosol SPV 10 France 65.42% 65.42% FC
Photosol SPV 13 France 65.42% 65.42% FC
Photosol SPV 14 France 65.42% 65.42% FC
Photosol SPV 15 France 45.50% 45.50% FC
Photosol SPV 16 France 65.42% 65.42% FC
Photosol SPV 18 France 65.42% 65.42% FC
Photosol SPV 22 France 65.42% 65.42% FC

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
Photosol SPV 27 France 65.42% 65.42% FC
Photosol SPV 28 France 65.42% 65.42% FC
Photosol SPV 29 France 79.97% 79.97% FC
Photosol SPV 31 France 79.97% 79.97% FC
Photosol SPV 32 France 62.78% 62.78% FC
Photosol SPV 33 France 65.42% 65.42% FC
Photosol SPV 34 France 61.64% 61.64% FC
Photosol SPV 35 France 65.42% 65.42% FC
Photosol SPV 36 France 56.97% 56.97% FC
Photosol SPV 37 France 62.20% 62.20% FC
Photosol SPV 38 France 79.97% 79.97% FC
Photosol SPV 39 France 55.58% 55.58% FC
Photosol SPV 40 France 79.97% 79.97% FC
Photosol SPV 43 France 68.35% 68.35% FC
Photosol SPV 44 France 79.97% 79.97% FC
Photosol SPV 45 France 79.97% 79.97% FC
Photosol SPV 46 France 79.97% 79.97% FC
Photosol SPV 48 France 79.97% 79.97% FC
Photosol SPV 49 France 79.97% 79.97% FC
Photosol SPV 50 France 79.97% 79.97% FC
Photosol SPV 51 France 79.97% 79.97% FC
Photosol SPV 52 France 79.97% 79.97% FC
Photosol SPV 53 France 79.97% 79.97% FC
Photosol SPV 54 France 79.97% 79.97% FC
Photosol SPV 55 France 79.97% 79.97% FC
Photosol SPV 56 France 79.97% 79.97% FC
Photosol SPV 57 France 79.97% 79.97% FC

Name Registered
office/Country
30 June
2022
% control
30 June
2021
% control
30 June
2022
% interest
30 June
2021
% interest
Consolidation
method*
Photosol SPV 58 France 79.97% 79.97% FC
Photosol SPV 59 France 79.97% 79.97% FC
Photosol SPV 60 France 79.97% 79.97% FC
Photosol SPV 61 France 79.97% 79.97% FC
Photosol SPV 63 France 79.97% 79.97% FC
Photosol SPV 65 France 79.97% 79.97% FC
Photosol Villefranche sur Cher
Développement
France 65.42% 65.42% FC
PV Ecarpiere France 65.42% 65.42% FC
Société du Parc
Photovoltaïque de la
Commanderie
France 63.84% 63.84% FC
Solaire du Lazaret France 65.42% 65.42% FC
SPV 11 France 65.42% 65.42% FC
SPV 12 France 65.42% 65.42% FC
SPV 17 France 65.42% 65.42% FC
SPV 25 France 65.42% 65.42% FC
SPV 26 France 79.97% 79.97% FC
SPV 30 France 53.55% 53.55% FC
Territoires Énergies Nouvelles France 79.97% 79.97% FC
Thorenc PV France 67.80% 67.80% FC
Thorenc PV Holding S.àr.l Luxembourg 79.97% 79.97% FC

* FC: Full consolidation; JO: joint operations; JV: joint venture (EM); EM: equity method.

Rubis Antilles Guyane holds a non-controlling interest in five economic interest groupings (EIG) in the French Antilles; as these entities are not material, they are not consolidated.

Rubis Energia Portugal and SARA currently hold non-material and non-consolidated interests. In view of the political and monetary problems in Burundi, the Group has decided since 2019 not to consolidate Kobil Burundi due to the lack of effective control over this activity. The corresponding securities were fully impaired. The political and monetary situation did not improve in financial year 2022.

19. EVENTS AFTER THE REPORTING PERIOD

There were no events after the reporting period that could have a material impact on the consolidated financial statements as of 30 June 2022.

STATUTORY AUD)TORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

To the Shareholders,

In compliance with the assignment entrusted to us by Annual General Meetings and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Rubis, for the period from January 1 to June 30, 2022.
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of the Management Board. Our role is to express a conclusion on these financial statements based on our review.

I. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Paris La Défense and Neuilly-sur-Seine, September 8, 2022

The statutory auditors French original signed by,

A division de KPMG S.A.

Jacques-François Lethu François Quédiniac Cédric Le Gal Partner Partner Partner

KPMG Audit Pricewaterhouse Coopers Audit

IV - DECLARATION OF RESPONSIBLE OFFICERS

RESPONSIBLE OFFICERS FOR THE HALF-YEAR FINANCIAL REPORT

Gilles Gobin: Managing Partner Jacques Riou: Chairman of Agena, co-managing company of Rubis

DECLARATION OF RESPONSIBLE OFFICERS FOR THE HALF-YEAR FINANCIAL REPORT

We declare that, to the best of our knowledge, the condensed consolidated financial statements for the past half year have been prepared in compliance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all companies included in the consolidated group, and that the half-year activity report on page 1 gives a true and fair view of the important events that occurred during the first six months of the financial year, their impact on the financial statements, and the principal transactions between related parties, as well as a description of the main risks and contingencies for the remaining six months of the financial year.

Meudon and Paris, 8 September 2022

Jacques Riou Chairman of Agena, co-managing company of Rubis

Gilles Gobin Managing Partner

THE WILL TO UNDERTAKE, THE CORPORATE COMMITMENT