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Rubis Interim / Quarterly Report 2023

Sep 8, 2023

1636_ir_2023-09-08_4dbdc188-e01e-4c98-bc6b-6e6147703811.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT AS OF JUNE 30, 2023

CONTENTS

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2023 1
ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2023 12
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING
SIX MONTHS OF THE YEAR
11
EVENTS AFTER THE REPORTING PERIOD 11
KEY TRANSACTIONS WITH RELATED PARTIES 11
CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2023 13
STATUTORY AUDITORSǯ REPORT 45

DECLARATION OF RESPONSIBLE OFFICERS 47

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2023

ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2023 12
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS
OF THE YEAR
12
EVENTS AFTER THE REPORTING PERIOD 12
KEY TRANSACTIONS WITH RELATED PARTIES 12

ACTIVITY REPORT

In a complex and volatile global environment, the Group has managed to make significant progress in its markets and deliver good growth in its activities in terms of volumes. The increase in earnings reflects the good progress in operations and made it possible to absorb particularly high foreign exchange losses ȋ€ͺͲ millionȌ over the half-year and to record adjusted net income, Group share that was up by ͺ% to €ͳͺ million, for published earnings that were stable at €ͳͳ million.

2023 2022 2023 vs 2022
(in millions of euros)
Revenue 3,324 3,290 +1%
Gross operating profit (EBITDA) 409 314 +30%
Current operating income (EBIT), of which 323 244 +32%
Energy distribution 341 259 +32%
Renewable Electricity Production(1) (1) 1 nm
Net income, Group share 171 170 +1%
Adjusted net income, Group share
(excluding non-recurring items and IFRS 2)
178 164 +8%
Diluted earnings per share (in euros) 1.66 1.65
Cash flow 263 255 +3%
Capital expenditure, of which 132 97 +36%
Energy distribution 108 85
Renewable electricity production 24 12

CONSOLIDATED RESULTS AS OF 30 JUNE 2023

(1) Consolidation of Photosol as of 1 April 2022.

The Energy Distribution division EBIT grew by 32%, with stable volumes distributed in Retail & Marketing (+1%) and an adjusted unit margin up 2%.

The Renewable Electricity Production division, represented by Photosol, continued its development, with the expansion of its project pipeline in France and a first investment in Italy. The portfolio of secured assets (power plants in operation, under construction or tenders won) was up 8% to 641 MWp at the end of the period, with a contribution to EB)TDA of €ͳͲ million compared to € million in Qʹ ʹͲʹʹ.

Lastly, Rubis Terminal achieved an excellent operating performance with revenues and EBITDA increasing by 16% and 17% respectively, resulting in a contribution from the Rubis Terminal JV of €ͷ.ͷ million, i.e. a tripling of the 2022 level (excluding exceptional items).

The Company published its new Code of Ethics and updated its revised Think Tomorrow 2022- 2025 CSR roadmap: its scopes 1 and 2 CO2 emissions reduction target was lowered by 3% compared to 2019, taking into account changes in scope.

The reported balance sheet shows consolidated net financial debt of €ͳ,ͶͶ million, corresponding to a ratio of net debt (excluding lease liabilities) to EBITDA of 1.9x.

Excluding non-recourse net financial debt (financial debt of Photosol SPVs), and excluding lease liabilities, which amounted to €͵Ͷʹ million, the corporate net debt to EBITDA ratio (excluding

EBITDA of Photosol SPVs) was reduced to x1.5, with EBITDA being calculated on a rolling 12 month basis and restated for rent expenses.

(in millions of euros) 30/06/2023 31/12/2022
Total equity, of which 2,711 2,860
Group share 2,584 2,733
Cash 614 805
Financial debt(1) 2,060 2,091
Net financial debt(1) 1,446 1,286
Corporate net financial debt(2) 1,104 930
Net debt/equity ratio(1) 53% 45%
Net debt/EBITDA ratio(1) 2.0 2.0
Corporate net debt/EBITDA ratio (2) 1.6 1.4

FINANCIAL STRUCTURE

(1) Excluding lease liabilities.

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

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

The increase in cash flow of ͵%, to €ʹ͵ million, consistent with the increase in net income of 3%, attests to the good quality of the results. Cash flow generation after the change in WCR was multiplied by 2.5, compared to H1 2022, when the significant increase in supply prices sparked a strong drain on cash through WCR (-€ͳͺ millionȌ. The increase in loans to third parties of €͵Ͳ million corresponds to the swap of receivables on the Kenyan government for three-year Kenyan treasury bills in respect of the payment of the subsidy due on petroleum products.

(in millions of
euros)
Net financial position (excluding lease liabilities) as of 31 December 2022 (1,286)
Cash flow 263
Change in working capital requirement (including taxes paid) (58)
Industrial investments (132)
Net disposals (acquisitions) of financial assets (12)
Change in loans, guarantee deposits and advances (30)
Dividends paid to shareholders and non-controlling interests (208)
Increase in equity 4
Impact of change in scope of consolidation and exchange rates 18
Other flows (5)
Net financial position (excluding lease liabilities) as of 30 June 2023 (1,446)

ENERGY DISTRIBUTION

RETAIL & MARKETING

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

Petroleum product prices

Diesel prices fell by 26% compared to the first half of 2022 and show two consecutive semesters of decline since the high reached in June 2022.

The Group thus operated in a rather favourable price environment which, however, depending on the regions, generated negative stock effects. In total, the adjusted unit margin for all products was up by 2%. Over the period, past margin adjustments concern Nigeria (bitumen), where a mechanism was put in place to offset foreign exchange losses (in financial expenses) by an increase in the margin, and Madagascar, where the adjustments offset the repayments made in 2023 by the State corresponding to the shortfalls on sales in 2022 related to the price freeze policy put in place at the end of 2021.

It should be noted that the Groupǯs supplies do not interfere with the Russia/Ukraine region and that there has been no disruption to the global supply chain.

In total, volumes were stable at +1%, and up by 4% excluding Haiti, compared to 2022.

The LPG and retail segments represent 60% of the total in terms of volumes and have demonstrated solid long-term resilience with annual growth of around 2/3%. These same segments generated around two-thirds of the overall margin. Bitumen may experience a cyclical pattern but this is tending to decrease due to geographical diversification, which is already well advanced; aviation, with a lower unit margin, is also exposed to cycles and margins may be temporarily affected by the commercial aggressiveness of traders.

CHANGE BY SALES SEGMENT IN H1 2023

Gross profit Volumes Volumes vs 2022
LPG 35% 23% +3%
Service stations 31% 36% -1%
Bitumen 13% 8% -11%
Commercial 13% 21% -8%
Aviation 6% 11% +32%
Other 1% 1% -4%
TOTAL 100% 100% +1%

CHANGE IN VOLUMES SOLD BY REGION IN Q2 2023

(in '000 m3) 2023 2022 2023 vs 2022
Europe 207 195 +6%
Caribbean 553 554 0%
Africa 676 641 +5%
TOTAL 1,435 1,389 +3%

CHANGE IN VOLUMES SOLD BY REGION IN H1 2023

(in '000 m3) 2023 2022 2023 vs 2022
Europe 451 443 +2%
Caribbean 1,091 1,117 -2%
Africa 1,326 1,268 +5%
TOTAL 2,867 2,828 +1%

The gross sales margin for all products reached €ͶͶͺ million for the half-year, for 2.9 million cubic metres sold.

RETAIL & MARKETING SALES MARGIN IN H1 2023

Gross profit (in
€mȌ
Breakdown 2023 vs 2022 Gross profit(in
€/m3)
2023 vs 2022
Europe 111 25% 0% 245 -2%
Caribbean 146 33% 14% 134 +17%
Africa 191 43% 37% 144 +31%
TOTAL 448 100% 18% 156 +17%

H1 2023 RETAIL & MARKETING RESULTS

(in millions of euros) 2023 2022 2023 vs 2022
Volumes distributed (Ǯ000 m3) 2,867 2,828 1%
Revenue 2,774 2,833 -2%
EBITDA 300 234 28%
EBIT 247 184 34%
Cash flow 161 183 -12%
Investments 69 65

The increase in EBITDA and EBIT in 2023 includes the repayment of shortfalls in Madagascar for 2022, the repayment of foreign exchange losses in Kenya in 2022, related to the non-application of the price structure, and the increase in bitumen invoices (Nigeria) offset by foreign exchange losses.

RETAIL & MARKETING EUROPE

Spain – France – Channel Islands – Portugal – Switzerland

(in millions of euros) 2023 2022 2022 vs 2021
Volumes distributed (Ǯ000 m3) 451 443 +2%
Revenue 410 417 -2%
EBITDA 58 60 -3%
EBIT 38 41 -8%
Investments 15 15

H1 2023 RETAIL & MARKETING EUROPE RESULTS

In Europe, volumes remain dominated by LPG, which accounted for 75% of total sales and 90% of the margin. This segment remained stable (+1%), despite a climate index down 4% over the period. The overall margin was stable: the increase in LPG was absorbed by declines in aviation and the commercial segment. The decline in EBIT of 8% was mainly due to Portugal, where the cylinder segment remains quite aggressive, and the Channel Islands.

RETAIL & MARKETING CARIBBEAN

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

(in millions of euros) 2023 2022 2022 vs 2021
Volumes distributed (Ǯ000 m3) 1,091 1,117 -2%
Revenue 1,138 1,222 -7%
EBITDA 93 76 +23%
EBIT 76 60 +27%
Investments 23 19

H1 2023 RETAIL & MARKETING CARIBBEAN RESULTS

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

Excluding Haiti, activity remained dynamic with a 5% increase in volumes, following two consecutive years of double-digit growth. The deterioration in the situation in Haiti (volumes: - 30%) affected volume growth in the zone (-2%).

Operating conditions were optimal with market share gains and a sharp increase in the unit margin (+17%) resulting in a good increase in EBITDA and EBIT: +23% and + 27% respectively. Guyana, Jamaica and all activities in the Caribbean Islands contributed in particular to this strong growth in results.

RETAIL & MARKETING AFRICA

Bitumen: South Africa – Angola – Cameroon – Gabon – Liberia – Nigeria – Senegal – Togo and sub-region

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

(in millions of euros) 2023 2022 2022 vs 2021
Volumes distributed (Ǯ000 m3) 1,326 1,268 +5%
Revenue 1,225 1,195 +3%
EBITDA 149 99 +51%
EBIT 133 82 +61%
Investments 31 31

H1 2023 RETAIL & MARKETING AFRICA RESULTS

Overall, volumes increased by 5%, with:

• a strong advance in retail sales: +6%, with the completion of the restructuring of the retail network in East Africa: rebranding, development of sales other than fuel oil, takeover of service stations;

• a 9% decline in bitumen volumes: sales in South Africa took off but only partially offset the temporary decline in volumes in Nigeria linked to the establishment of a new administration following the elections in February 2023.

The sales margin was down by 2%, adjusted for the sequencing of the payment by the State in ʹͲʹ͵ of the shortfall seen in ʹͲʹʹ in Madagascar ȋ€ͳͳ.͵ millionȌ and the neutralisation of foreign exchange losses in Nigeria ȋ€ʹͶ.ͻ millionȌ.

The half-year was marked by extreme currency tension in Kenya and Nigeria, peaking in the latter country with a 50% devaluation of the naira on 8 June, exacerbating the exchange rate losses recorded during the half-year, which reached €.Ͷ million compared to €ͻ.ͺ million in ʹͲʹʹ.

In Kenya, the measures taken to counter these difficulties consisted in intensifying and accelerating the conversion of shilling balances into dollars to immediately repay overdrafts in USD and thus reduce the subsidiaryǯs exposure. In Nigeria, several exchange rates were applied. On 8 June, the various rates were reunified, with the central bank abandoning its fixed-rate mechanism to allow the currency to float, which depreciated by nearly 60% and has fluctuated since then. This improved match between the actual exchange rate and the official exchange rate should reduce the constraints and uncertainties associated with the old system and facilitate the opening of the country to foreign investors.

SUPPORT & SERVICES

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

(in millions of euros) 2023 2022 2023 vs 2022
Revenue 526 444 +18%
EBITDA 115 89 +30%
Current operating income (EBIT), of which 94 75 +25%
SARA 19 11 +74%
Other 75 64 +16%
Cash flow 105 83 +27%
Investments 39 20

H1 2023 SUPPORT &SERVICES RESULTS

The Support & Services activity includes Rubis Énergieǯs supply tools for petroleum products and bitumen:

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

EBIT increased by 25%, driven in particular by the good level of the supply activity (593,000 m3, +1%) and progress by SARA.

RENEWABLE ELECTRICITY PRODUCTION

Various actions were launched at the beginning of the financial year to position Photosol on a growth axis accelerated by:

  • the implementation of a first financing stage with €ͳͳͷ million granted by a pool of banks to refinance part of the resources already in place ȋ€ͷͷ millionȌ as well as provide additional resources ȋ€Ͳ millionȌ;
  • the acceleration of international development with the announcement in July of an RTB (Ready to build) portfolio of 100 MWp in Italy. Similar projects are in the active phase in Spain.

The financial statements of Photosol have been included in the Groupǯs consolidation scope since 1 April 2022, i.e. for a period of three months in H1 2022.

(in millions of euros) H1 2023 Q2 2022(1)
Installed capacity (MWp) 394 330
Electricity production (GWh) 235 139
Revenue 25 12
EBITDA 10 7
Investments 24 12
SPV financial debt 360 334

RESULTS OF THE RENEWABLE ELECTRICITY PRODUCTION DIVISION IN H1 2023

(1) Consolidated since 1 April 2022, i.e. in Q2.

As of 30 June 2023, Photosolǯs portfolio included:

  • 641 MWp (vs 502 MWp in H1 2022) of capacity in operation, under construction or awarded;
  • a project pipeline exceeding 3 GWp, including 1.4 GWp in advanced development or tenderready and 2.3 GWp in early stage.

CONTRIBUTION OF THE RUBIS TERMINAL JV

A very good half-year, both in terms of operating activity, net finance income (expense) and strong projects.

Storage revenues ȋincluding ͷͲ% of AntwerpȌ reached €ͳ͵Ͳ million, up ͳ%. France ȋ+ͳ%Ȍ performed particularly well, Spain was up by 7% while the ARA (Amsterdam, Rotterdam, Antwerp) zone including the Antwerp JV (50%) was up by 30% thanks to new capacities and the new Shell biofuel contract.

In terms of segments, petroleum products (including biofuels) were up 17%, chemicals recorded an increase of 16% and agri-food products increased by 13%.

The average capacity utilisation rate was 93.6% (90% in France, 98% in Spain and close to 100% in the ARA (Amsterdam, Rotterdam, Antwerp) zone).

Investments during the period amounted to €ʹͶ million, with the maintenance portion under control at €ͳ͵ million and the growth portion at €ͳʹ million.

The joint ventureǯs net debt at the end of the period was €ͻͳ.Ͷ million, resulting in a debt to EBITDA ratio of 5.2x.

The share of net income recorded at Rubis, i.e. ͷͷ%, amounted to €ͷ.ͷ million as of ͵Ͳ June ʹͲʹ͵, compared to €ͳͳ.Ͷ million as of ͵Ͳ June ʹͲʹʹ, which had included the capital gain from the exit of Turkey as well as tax income, i.e. a threefold increase in profit excluding non-recurring income.

(in millions of euros) 2023 2022 Change vs
2022 PF
Storage services (incl. 50% Antwerp), of which 130 112 +16%
Petroleum products 49 43 +15%
Biofuels 17 13 +25%
Chemical products 55 47 +16%
Agrifood products 9 8 +13%
Breakdown by country 130 112 +16%
France 64 55 +16%
Spain 35 33 +7%
ARA 31 24 +31%
EBITDA (incl. 50% of the Antwerp JV) 69 59 +17%
Development investments 12 25
Maintenance investments 13 13
Cumulative investments 24 37

COMMERCIAL AND FINANCIAL RESULTS OF THE RUBIS TERMINAL JV

APPENDIX

RECONCILIATION NET INCOME TO ADJUSTED NET INCOME

(in million euros) H1 2023 H1 2022 Var %
Net Income Group Share (reported) 171 170 1%
One-off impact of sale of Terminal Turkey & other Rubis Terminal effects -14 ns
Costs linked to Photosol acquisition 5 9 ns
Other 2 -1 ns
Adjusted Net Income Group Share 178 164 8%

OUTLOOK FOR THE SECOND HALF OF 2023

The second half of the year is expected to see a continuation of the first half in terms of operating performance, pointing to an EB)TDA in the €ͻͲ-730 million range for the full financial year.

The significant foreign exchange losses recorded in the first half of the year should fade with the measures taken in Kenya to counter foreign exchange risk, as well as in Nigeria, where the reunification of the different exchange rates towards a market rate should reduce exposure to this risk, which was exacerbated in the first half of the year.

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 ʹͲʹʹ Universal Registration Document.

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 2023 compared with 31 December 2022 (see note 10.3 to the consolidated financial statements for the financial year ended 31 December 2022).

CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2023

CONSOLIDATED BALANCE SHEET 14
CONSOLIDATED INCOME STATEMENT 16
STATEMENT OF OTHER COMPREHENSIVE INCOME 17
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERSǯ EQUITY 18
CONSOLIDATED STATEMENT OF CASH FLOWS 19
NOTES TO THE 2023 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS 21

CONSOLIDATED BALANCE SHEET

ASSETS

(in thousands of euros) Notes 30/06/2023 31/12/2022
Non-current assets
Intangible assets 8.2 82,091 79,777
Goodwill 8.1 1,678,870 1,719,170
Property, plant and equipment 9.1 1,676,334 1,662,305
Property, plant and equipment – right-of-use assets 9.2 218,390 221,748
Interests in joint ventures 7 307,206 305,127
Other financial assets 10.1 218,286 204,636
Deferred taxes 25,983 18,911
Other non-current assets 12,617 9,542
TOTAL NON-CURRENT ASSETS (I) 4,219,777 4,221,216
Current assets
Inventory and work in progress 577,504 616,010
Trade and other receivables 10.3 722,884 770,421
Tax receivables 34,651 36,018
Other current assets 10.2 37,128 21,469
Cash and cash equivalents 614,288 804,907
TOTAL CURRENT ASSETS (II) 1,986,455 2,248,825
TOTAL ASSETS (I + II) 6,206,232 6,470,041

CONSOLIDATED BALANCE SHEET

EQUITY AND LIABILITIES

(in thousands of euros) Notes 30/06/2023 31/12/2022
Shareholders' equity – Group share
Share capital 11 128,994 128,692
Share premium 11 1,553,933 1,550,120
Retained earnings 900,808 1,054,652
Total 2,583,735 2,733,464
Non-controlling interests 127,596 126,826
EQUITY (I) 2,711,331 2,860,290
Non-current liabilities
Borrowings and financial debt 13 1,295,937 1,299,607
Lease liabilities 13 193,735 196,914
Deposit 146,712 148,588
Provisions for pensions and other employee benefit obligations 40,000 40,163
Other provisions 14 115,082 98,008
Deferred taxes 87,869 92,480
Other non-current liabilities 99,584 94,509
TOTAL NON-CURRENT LIABILITIES (II) 1,978,919 1,970,269
Current liabilities
Borrowings and short-term bank borrowings (portion due in less than
one year)
13 764,263 791,501
Lease liabilities (portion due in less than one year) 13 29,678 27,735
Trade and other payables 684,600 781,742
Current tax liabilities 25,995 28,771
Other current liabilities 11,446 9,733
TOTAL CURRENT LIABILITIES (III) 1,515,982 1,639,482
TOTAL EQUITY AND LIABILITIES (I + II + III) 6,206,232 6,470,041

CONSOLIDATED INCOME STATEMENT

(in thousands of euros) Notes Chg. 30/06/2023 30/06/2022
NET REVENUE 4 1% 3,324,412 3,290,166
Consumed purchases (2,473,182) (2,554,483)
External expenses (247,080) (249,218)
Payroll expenses (125,593) (111,042)
Taxes (69,327) (61,527)
GROSS OPERATING INCOME (EBITDA) 30% 409,230 313,896
Other operating income 805 523
Net depreciation and provisions (87,522) (73,836)
Other operating income and expenses 624 3,383
CURRENT OPERATING INCOME 4 32% 323,137 243,966
Other operating income and expenses 15 (5,260) (7,845)
OPERATING INCOME BEFORE SHARE OF NET INCOME
FROM JOINT VENTURES 35% 317,877 236,121
Share of net income from joint ventures 7 6,308 11,912
OPERATING INCOME AFTER SHARE OF NET INCOME FROM
JOINT VENTURES
4 31% 324,185 248,033
Income from cash and cash equivalents 8,114 4,695
Gross interest expense and cost of debt (38,471) (15,670)
COST OF NET FINANCIAL DEBT 177% (30,357) (10,975)
Interest expense on lease liabilities (5,522) (4,701)
Other finance income and expenses 16 (78,462) (17,327)
PROFIT (LOSS) BEFORE TAX -2% 209,844 215,030
Income tax (32,438) (41,452)
NET INCOME 2% 177,406 173,578
NET INCOME, GROUP SHARE 1% 170,624 169,766
NET INCOME, NON-CONTROLLING INTERESTS 78% 6,782 3,812
Earnings per share (in euros) 17 1% 1.66 1.65
Diluted earnings per share (in euros) 17 1% 1.66 1.65

STATEMENT OF OTHER COMPREHENSIVE INCOME

(in thousands of euros) 30/06/2023 30/06/2022
TOTAL CONSOLIDATED NET PROFIT (LOSS) (I) 177,406 173,578
Foreign exchange differences (excluding joint ventures) (112,878) 107,912
Hedging instruments (6,644) 24,889
Income tax on hedging instruments 1,716 (6,429)
Financial assets at fair value through comprehensive income (10,630) 3,442
Restatements due to hyperinflation 7,082 1,544
Taxes on restatements due to hyperinflation (1,015) (539)
Items recyclable in P&L from joint ventures 1,131 346
Items that will subsequently be recycled in P&L (II) (121,238) 131,165
Actuarial gains and losses (675) 18,357
Income tax on actuarial gains and losses 14 (3,111)
Change in fair value of buyback option on non-controlling interests (3,800)
Items not recyclable in P&L from joint ventures 25 336
Items that will not subsequently be recycled in P&L (III) (4,436) 15,582
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) 51,732 320,325
SHARE ATTRIBUTABLE TO THE OWNERS OF THE GROUP'S PARENT COMPANY 53,306 308,263
SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,574) 12,062

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Consolidat
ed
Shareholder'
s equity
attributable
to the
owners of the
Total
consolidate
Shares Of which
treasury
Share Share Treasury reserves
and
Translation Group's
parent
Non
controlling
d
shareholder
outstanding shares capital premium shares earnings differences company interests s' equity
(in number of shares) (in thousands of euros)
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
Put on non
controlling interests
(205) (205) 88,392
(81,800)
88,187
(81,800)
Share-based
payments
7,566 7,566 1,075 8,641
Capital increase 416,233 520 2,921 3,441 3,441
Capital decrease
Treasury shares
(3,434) (7,603) (4) 261 51 (4)
312
(4)
312
Dividend payment
Other changes
(191,061) (191,061) (9,271)
1
(200,332)
1
Equity as of 30 June
2022
102,954,080 65,519 128,693 1,550,157 (1,688) 1,145,210 (77,398) 2,744,974 130,162 2,875,136
Comprehensive
income for the
period
94,795 (113,206) (18,411) (1,779) (20,190)
Change in interest (3,232) (3,232) (2,073) (5,305)
Share-based
payments
10,570 10,570 2,096 12,666
Capital increase (37) (37) 372 335
Capital decrease
Treasury shares
(514) 19,468 (1) (302) (90) (1)
(392)
(1)
(392)
Dividend payment
Other changes
(7) (7) (1,948)
(4)
(1,948)
(11)
Equity as of 31
December 2022
102,953,566 84,987 128,692 1,550,120 (1,990) 1,247,246 (190,604) 2,733,464 126,826 2,860,290
Comprehensive
income for the
period
162,484 (109,178) 53,306 (1,574) 51,732
Change in interest (18,600) (18,600) 12,216 (6,384)
Share-based
payments
9,169 9,169 976 10,145
Capital increase
Treasury shares
241,606 9,149 302 3,813 (384) 191 4,115
(193)
4,115
(193)
Dividend payment
Other changes
(197,524)
(2)
(197,524)
(2)
(10,848) (208,372)
(2)
Equity as of 30 June
2023
103,195,172 94,136 128,994 1,553,933 (2,374) 1,202,964 (299,782) 2,583,735 127,596 2,711,331

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) 30/06/2023 31/12/2022 30/06/2022
TOTAL CONSOLIDATED NET INCOME 177,406 271,903 173,578
Adjustments:
Elimination of income of joint ventures (6,308) (5,732) (11,912)
Elimination of depreciation and provisions 99,133 100,928 86,044
Elimination of profit and loss from disposals (643) 84 (1,101)
Elimination of dividend earnings (361) (190) (186)
Other income and expenditure with no impact on cash and cash
equivalents(1)
(6,127) 65,270 8,641
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX 263,100 432,263 255,064
Elimination of income tax expenses 32,438 63,862 41,452
Elimination of the cost of net financial debt and interest expense on
lease liabilities
35,880 40,729 15,676
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX 331,418 536,854 312,192
Impact of change in working capital* (48,002) (31,353) (178,512)
Income tax paid (42,200) (84,543) (36,442)
CASH FLOWS RELATED TO OPERATING ACTIVITIES 241,216 420,958 97,238
Impact of changes to consolidation scope (cash acquired - cash
disposed)
308 57,031 57,031
Acquisition of financial assets: Renewable Electricity Production
division
(341,122) (341,122)
Acquisition of property, plant and equipment and intangible assets (131,970) (258,416) (96,890)
Change in loans and advances granted (29,660) (451) (21,961)
Disposal of property, plant and equipment and intangible assets 5,135 5,942 3,118
(Acquisition)/disposal of other financial assets (5,332) (2,779) (588)
Dividends received 5,898 34,609 12,739
Other cash flows from investing activities 4,063 4,063
CASH FLOWS RELATED TO INVESTING ACTIVITIES (155,621) (501,123) (383,610)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

(in thousands of euros) Notes 30/06/2023 31/12/2022 30/06/2022
Capital increase 11 4,115 3,404 3,441
Share buyback (Capital decrease) 11 (5) (4)
(Acquisition)/disposal of treasury shares (384) (41) 261
Borrowings issued 13.1 675,291 1,191,102 795,521
Borrowings repaid 13.1 (650,536) (847,812) (358,775)
Repayment of lease liabilities 13.1 (17,942) (33,180) (18,956)
Net interest awarded(2) (34,770) (38,908) (15,036)
Dividends payable (197,524) (191,061) (191,061)
Dividends payable to non-controlling interests
Acquisition of financial assets: Renewable Electricity
(10,176) (11,303) (8,122)
Production division (6,333) (5,306) (1,238)
Other cash flows from financing operations (41,975) (42,347)
CASH FLOWS RELATED TO FINANCING ACTIVITIES (238,259) 24,915 163,684
Impact of exchange rate changes (37,955) (14,733) 22,205
CHANGE IN CASH AND CASH EQUIVALENTS (190,619) (69,983) (100,483)
Cash flows
Opening cash and cash equivalents(3) 804,907 874,890 874,890
Change in cash and cash equivalents (190,619) (69,983) (100,483)
Closing cash and cash equivalents(3) 614,288 804,907 774,407
Financial debt excluding lease liabilities 13.1 (2,060,200) (2,091,108) (2,210,160)
Cash and cash equivalents net of financial debt 13.1 (1,445,912) (1,286,201) (1,435,753)

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

(2) Net interest awarded includes the impacts related to restatements of leases (IFRS 16).

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

* Breakdown of the impact of change in working capital:
Impact of change in inventories and work in progress 10,527
Impact of change in trade and other receivables 3,014
Impact of change in trade and other payables (61,543)
Impact of change in working capital (48,002)

NOTES TO THE 2023 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS

1. ACCOUNTING POLICES

The financial statements for the first half of 2023 were finalised by the Management Board on 6 September 2023, and reviewed by the Supervisory Board on 7 September 2023.

The condensed consolidated financial statements for the first half of 2023 of Rubis SCA and its subsidiaries ȋthe GroupȌ were prepared in accordance with )AS ͵Ͷ Dz)nterim Financial Reporting.dz The condensed half-year financial statements do not include all of the information required under )FRS, and should be read in conjunction with the Groupǯs consolidated annual financial statements published for the year ended 31 December 2022. The accounting policies applied in the preparation of the condensed consolidated half-year financial statements for the period from 1 January to 30 June 2023 are identical to those applied for the consolidated annual financial statements for the year ended 31 December 2022 except for the application of new standards applicable for financial periods open from 1 January 2023.

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 2022 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 2023.

Hyperinflation in Haiti

Haiti was considered to be a hyperinflationary economy from the first half of 2023 on the basis of the criteria set out in )AS ʹͻ DzFinancial reporting in hyperinflationary economiesdz, and, in particular, a cumulative inflation rate in Haiti over the last three years of more than 100%.

Thus, the provisions of IAS 29 became applicable on 1 January 2023, as though Haiti had always been a hyperinflationary economy. In addition, comparative data for the year 2022 have not been restated in accordance with )AS ʹͳ DzEffects of changes in foreign exchange ratesdz.

IAS 29 requires that financial statements based on historical value be restated in order to correct the loss in the general purchasing power of the Haitian gourde. This consists of applying a consumer price index to each historical value presented in the financial statements so that the financial statements are presented in units that are current at the end of the reporting period. The change in the consumer price index as published by the Haitian Institute of Statistics and Information was used by the Group to take into account the impacts of hyperinflation.

The impacts recognised in the Groupǯs consolidated financial statements, mainly related to the goodwill recognised in the context of the acquisition of Dinasaǯs distribution business in ʹͲͳ, as well as property, plant and equipment, are as follows:

  • the cumulative revaluation of non-monetary assets and liabilities as of 1 January 2023 resulted in an increase in consolidated equity of €ʹʹ͵ million. Non-current assets revalued at the beginning of the period were impaired for a total of €ʹʹʹ million ȋnet impact recognised in other comprehensive income in 2023);
  • the application of IAS 29 for the period from 1 January to 30 June 2023 resulted in an increase in consolidated equity of € million and non-material effects on the income statement for the period.

Standards, interpretations and amendments applicable as of 1 January 2023

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 2023:

Standard/Interpretation Date of mandatory
application
Amendments to IAS 1 Information to be provided on significant
accounting policies
1 January 2023
Amendments to IAS 8 Definition of accounting estimates 1 January 2023
Amendments to IAS 12 Deferred tax related to assets and liabilities arising
from a single transaction
1 January 2023

The first-time application of these standards, interpretations and amendments did not have a material impact on the Groupǯs 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 2023 or which have not yet been adopted by the European Union.

2. SCOPE OF CONSOLIDATION AS OF 30 JUNE 2023

The half-year consolidated financial statements for the six months ended 30 June 2023 include the Rubis financial statements and those of its subsidiaries listed in note 19.

3. CHANGES IN THE SCOPE OF CONSOLIDATION

RENEWABLE ELECTRICITY PRODUCTION ACTIVITY

On 14 April 2022, Rubis completed the acquisition of 80% of Photosol (France), one of the independent leaders in photovoltaic energy in France.

Since 1 January 2023, the Renewable Electricity Production division includes a new entity, Photosol Mobexi, specialising in the installation of photovoltaic panels. This acquisition had no significant impact on the consolidated financial statements as of 30 June 2023.

Similarly, Rubis Photosol made its first investment in Italy, via the acquisition of a portfolio of 10 photovoltaic and agrivoltaic projects in the Italian region of Lazio, representing a total of approximately 100 MWp. The acquisition of each of these projects is subject to reaching the RTB ȋDzReady to BuilddzȌ stage. The first two projects to reach the RTB stage were acquired by Rubis Photosol on 28 June 2023. They represent a total capacity of 25 MWp. This activity is not included in the scope of consolidation as of 30 June 2023.

4. SUMMARY SEGMENT INFORMATION

With the Groupǯs diversification strategy and the creation of a dedicated Rubis Renouvelables division, the Group now focuses on three business sectors: Renewable Electricity Production, Energy Distribution and Bulk Liquid Storage (JV).

The Retail & Marketing and Support & Services activities have been grouped into a single division called Energy Distribution, reflecting the level at which the Groupǯs performance is now assessed by its main operational decision-makers (the Managing Partners).

This new approach has led to a distinction being made between the following two segments, which are consistent with the Groupǯs current management method and the information reviewed by the main operational decision-makers:

  • the Energy Distribution segment, which includes the retail and distribution of fuels, heating oils, lubricants, liquefied gases and bitumen, as well as logistics, which includes tradingsupply, the refining activity and shipping;
  • Renewable Electricity Production, specialising in the production of photovoltaic electricity.

This change was taken into account retrospectively as of 1 January 2022 and all segment information for the comparative period has been restated to reflect this new presentation.

Information by business segment

Reconciliation
30/06/2023
(in thousands of euros)
Energy
distribution
Renewable
electricity
production
Rubis
Terminal (JV)
Parent company Eliminations Total
Revenue 3,299,404 24,975 33 3,324,412
Intersegment revenue 16 2,181 (2,197)
Revenue 3,299,420 24,975 2,214 (2,197) 3,324,412
Gross operating profit (EBITDA) 415,602 9,826 (16,198) 409,230
Current operating income 340,856 (1,135) (16,584) 323,137
Share of net income from joint
ventures 909 (142) 5,541 6,308
Operating income after share of
net income from joint ventures 343,515 (8,288) 5,541 (16,583) 324,185
Cost of net financial debt (31,525) (8,479) 2,650 6,997 (30,357)
Income tax expense (34,955) 2,615 (98) (32,438)
Net income 195,899 (16,950) 5,541 (7,084) 177,406
Investments 108,324 23,508 138 131,970
Reconciliation
30/06/2022
(in thousands of euros)
Energy
distribution
Renewable
electricity
production
Rubis
Terminal (JV)
Parent company Eliminations Total
Revenue 3,277,928 12,185 53 3,290,166
Intersegment revenue 17 5,111 (5,128)
Revenue 3,277,945 12,185 5,164 (5,128) 3,290,166
Gross operating profit (EBITDA) 322,649 6,524 (15,277) 313,896
Current operating income 259,027 782 (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
259,661 (11,439) 11,433 (11,622) 248,033
Cost of net financial debt (9,057) (2,085) 134 33 (10,975)
Income tax expense (44,985) 2,135 1,398 (41,452)
Net income 182,162 (9,946) 11,433 (10,071) 173,578
Investments 84,971 11,794 125 96,890

Breakdown by region (after elimination of intersegment transactions)

Reconciliation
30/06/2023
(in thousands of euros)
Europe
Caribbean
Africa Rubis
Terminal (JV)
Parent
company
Total
Revenue 435,230 1,655,873 1,233,276 33 3,324,412
Gross operating profit (EBITDA) 67,680 200,043 157,705 (16,198) 409,230
Current operating income 36,585 162,698 140,438 (16,584) 323,137
Operating income after share of net
income from joint ventures
31,241 163,608 140,379 5,541 (16,584) 324,185
Investments 38,910 61,470 31,452 138 131,970
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) 66,033 154,522 108,618 (15,277) 313,896
Current operating income 41,835 126,589 91,386 (15,844) 243,966
Operating income after share of net
income from joint ventures
30,303 126,126 91,793 11,433 (11,622) 248,033
Investments 26,637 37,450 32,678 125 96,890

As of 30 June 2023, revenue amounted to:

  • €ͳ,ͳʹͲ million in France ȋincluding French Overseas territories);
  • €ͶͶͺ million in Kenya.

Information on revenue

Renewable
30/06/2023
(in thousands of euros)
Energy
distribution
electricity
production
Parent
company
Total
Region
Europe 410,255 24,975 33 435,263
Caribbean 1,655,873 1,655,873
Africa 1,233,276 1,233,276
TOTAL 3,299,404 24,975 33 3,324,412
Products and services
Fuels, liquefied gas and bitumen 2,773,751 2,773,751
Refining 458,863 458,863
Trading, supply, transport and services 66,790 66,790
Photovoltaic electricity 24,975 24,975
Other 33 33
TOTAL 3,299,404 24,975 33 3,324,412
30/06/2022 Energy Renewable
electricity
Parent
(in thousands of euros) distribution production company Total
Region
Europe 417,366 12,185 53 429,604
Caribbean 1,656,826 1,656,826
Africa 1,203,736 1,203,736
TOTAL 3,277,928 12,185 53 3,290,166
Products and services
Fuels, liquefied gas and bitumen 2,833,474 2,833,474
Refining 372,352 372,352
Trading, supply, transport and services 72,102 72,102
Photovoltaic electricity 12,185 12,185
Other 53 53
TOTAL 3,277,928 12,185 53 3,290,166

5. NON-CONTROLLING INTERESTS

As of 30 June 2023, 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, some of which are less than 100% owned (see scope of consolidation in note 19).

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) 30/06/2023 31/12/2022
Fixed assets 223,603 224,999
Net financial debt (cash and cash equivalents – liabilities) (132,192) (126,154)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 200,895 259,075
(in thousands of euros) 30/06/2023 30/06/2022
Net revenue 655,291 603,719
Net income 10,958 7,764
Group share 7,455 5,094
Share attributable to non-controlling interests 3,503 2,670
Other comprehensive income 45 5,440
Group share 32 3,862
Share attributable to non-controlling interests 13 1,578
Comprehensive income for the period 11,003 13,204
Group share 7,487 8,956
Share attributable to non-controlling interests 3,516 4,248
Dividends paid to non-controlling interests 6,825 6,825
Cash flows related to operating activities 39,686 (37,488)
Cash flows related to investing activities (19,409) (9,099)
Cash flows related to financing activities (52,835) 34,800
Change in cash and cash equivalents (32,558) (11,787)

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) 30/06/2023 31/12/2022
Fixed assets 73,779 80,706
Net financial debt (cash and cash equivalents – liabilities) 6,622 2,215
Current liabilities (including loans due in less than one year and short-term bank borrowings) 17,606 15,123
(in thousands of euros) 30/06/2023 30/06/2022
Net revenue 85,763 95,951
Net income 9,259 6,457
Group share 5,002 3,391
Share attributable to non-controlling interests 4,257 3,066
Other comprehensive income
Group share
Share attributable to non-controlling interests
Comprehensive income for the period 9,259 6,457
Group share 5,002 3,391
Share attributable to non-controlling interests 4,257 3,066
Dividends paid to non-controlling interests 2,746 1,416
Cash flows related to operating activities 13,508 7,459
Cash flows related to investing activities (4,360) (4,434)
Cash flows related to financing activities (5,130) (3,038)
Impact of exchange rate changes 389 2
Change in cash and cash equivalents 4,407 (11)

5.3. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: RUBIS PHOTOSOL 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) 30/06/2023 31/12/2022
Fixed assets 422,085 406,275
Net financial debt (cash and cash equivalents – liabilities) (483,432) (417,213)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 90,450 106,545
(in thousands of euros) 30/06/2023 30/06/2022
(3 months)
Net revenue 24,975 12,185
Net income (15,919) (9,946)
Group share (12,455) (8,183)
Share attributable to non-controlling interests (3,464) (1,763)
Other comprehensive income (3,377) 17,873
Group share (2,506) 12,236
Share attributable to non-controlling interests (871) 5,637
Comprehensive income for the period (19,296) 7,927
Group share (14,961) 4,053
Share attributable to non-controlling interests (4,335) 3,874
Dividends paid to non-controlling interests 1
Cash flows related to operating activities (22,286) (2,712)
Cash flows related to investing activities (28,562) (12,231)
Cash flows related to financing activities 38,507 (1,431)
Change in cash and cash equivalents (12,341) (16,374)

6. INTERESTS IN JOINT OPERATIONS

Group interests in joint operations were not material as of 30 June 2023.

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 prepared as if Rubis Terminal were fully consolidated.

Summary financial information – Rubis Terminal JV

Statement of financial position of the joint venture
(in thousands of euros) 30/06/2023 31/12/2022
Current assets 178,762 198,145
Non-current assets 1,463,635 1,445,205
TOTAL ASSETS 1,642,397 1,643,350
Current liabilities 127,905 136,114
Non-current liabilities 960,319 955,377
Non-controlling interests 27,037 29,392
TOTAL LIABILITIES 1,115,261 1,120,883

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

(in thousands of euros) 30/06/2023 31/12/2022
Cash and cash equivalents 74,751 66,978
Current financial liabilities (excl. trade payables and provisions) 27,696 30,232
Non-current financial liabilities (excl. provisions) 870,684 867,956

The items in the income statement are as follows:

(in thousands of euros) 30/06/2023 30/06/2022
Net revenue 208,988 215,044
Net income, Group share (before IFRS 2 charge) 9,953 17,825
Net income, Group share (consolidated share) 5,542 11,320
Other comprehensive income (consolidated share) 1,156 682
COMPREHENSIVE INCOME FOR THE PERIOD (consolidated share) 6,698 12,002

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

(in thousands of euros) 30/06/2023 30/06/2022
Depreciation expense (34,820) (33,207)
Interest income and expense (18,317) (20,180)
Income tax (3,505) (1,601)

The Group received dividends of €Ͷ.Ͷ 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.

As of ͵Ͳ June ʹͲʹʹ, the net profit ȋlossȌ at ͳͲͲ% included a capital gain on disposal 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 )AS ͵ Dz)mpairment of Assets.dz

Impairment testing consists of comparing the recoverable value and the net carrying amount of the cash-generating unit (CGU) or group of CGUs, including goodwill. The recoverable value is the greater of the fair value less costs of disposal and value in use. When the recoverable value is lower than the net carrying amount of the asset (or group of assets), an impairment, corresponding to the difference, is recorded in the income statement.

During the first half of 2023, in a political, economic and security environment in Haiti that affects all business sectors, the economic performance of activities in Haiti failed to match initial expectations. Management considered this situation to be an indication of impairment.

An impairment test was therefore performed as of 30 June 2023. The recoverable value of the CGU was determined using the value in use calculation. The calculation of the value in use was based on cash flow projections according to a revised strategic business plan approved by General Management in June 2023 covering a period of six years. The main assumptions made concern volumes and unit margins. Cash flows beyond the six-year period were extrapolated using a growth rate of 2.0%.

The discount rate used as of 30 June 2023 (14.9%) was based on the concept of weighted average cost of capital (WACC) and reflects current market assessments of the time value of money and the risks specific to the CGU.

Based on this test, no impairment loss was recognised as of 30 June 2023.

A 1% increase in the discount rate or a 1% decrease in the growth rate would not generate any goodwill impairment as of 30 June 2023.

Similarly, a 5% reduction in discounted future cash flows would not call into question the findings of the tests as of 30 June 2023.

Lastly, the one-year delay in the assumptions made by the Group in the business plan does not call into question the conclusions of the test as of 30 June 2023. The value in use of the CGU tested would remain higher than its net carrying amount. During the first half of 2023, the Group did not identify any other indication of impairment.

Translation
(in thousands of euros) 31/12/2022 Change in scope Hyperinflation differences 30/06/2023
GOODWILL 1,719,170 3,804 3,210 (47,313) 1,678,870

In accordance with IFRS 3, any material difference resulting from the final measurement of the assets acquired and liabilities assumed of the companies acquired was recognised as a retrospective adjustment to goodwill if it was recognised within 12 months following the acquisition date and related to events existing at the acquisition date. No material difference resulting from the acquisition of Photosol was recorded as of 30 June 2023.

Gross value
(in thousands of euros)
31/12/2022 Change in
scope
Acquisitions Disposals Reclassificatio
ns
Translation differences 30/06/2023
Other concessions,
patents, similar rights
and development costs 35,127 3,319 (42) (773) 37,631
Leases 2,229 1,083 (3) 3,309
Other intangible assets
TOTAL
77,184
114,540
200
200
985
5,387
27
(15)
(582)
(1,358)
77,814
118,754
Depreciation
(in thousands of euros)
31/12/2022 Change in
scope
Increases Disposals Reclassificatio
ns
Translation differences 30/06/2023
Other concessions,
patents and similar
rights (13,867) (521) 802 (13,586)
Other intangible assets (20,896) (60) (2,355) 234 (23,077)
TOTAL (34,763) (60) (2,876) 1,036 (36,663)

8.2. INTANGIBLE ASSETS

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

9.1. PROPERTY, PLANT AND EQUIPMENT

Gross value Translatio
(in thousands of
euros)
31/12/2022 Change in
scope
Acquisitions Disposals Reclassific
ations
Hyperinfla
tion
n differences 30/06/2023
Other property, plant
and equipment
335,436 229 6,856 (1,681) 4,881 12,120 (19,386) 338,455
Prepayments and
down payments on
property, plant and
equipment 3,521 11,748 (79) (6,432) (548) 8,210
Assets in progress 216,859 93,844 (1,892) (95,705) 551 (5,277) 208,380
Machinery,
equipment and tools 1,909,023 80 10,047 (8,284) 58,274 29,899 (21,003) 1,978,036
Land and buildings 980,095 915 3,033 (1,022) 30,808 69,700 (8,378) 1,075,151
TOTAL 3,444,934 1,224 125,528 (12,958) (8,174) 112,270 (54,592) 3,608,232
Depreciation Translatio
(in thousands of Change in Reclassific Hyperinfla n
euros) 31/12/2022 scope Increases Disposals ations tion differences 30/06/2023
Other property, plant
and equipment
(175,477) (203) (8,151) 1,407 80 (12,120) 7,968 (186,496)
Facilities and
equipment (1,225,782) (40) (42,572) 6,820 2 (26,605) 8,872 (1,279,305)
Land and buildings (381,370) (256) (17,705) 445 3 (67,530) 316 (466,097)
TOTAL (1,782,629) (499) (68,428) 8,672 85 (106,255) 17,156 (1,931,898)
NET VALUE 1,662,305 725 57,100 (4,286) (8,089) 6,015 (37,436) 1,676,334

9.2. RIGHT-OF-USE ASSETS (IFRS 16)

Gross value Change Hyperinfla Translation
(in thousands of euros) 31/12/2022 in scope Acquisitions Disposals tion differences 30/06/2023
Other property, plant and
equipment 1,168 213 (33) (3) 1,345
Transport equipment 38,957 199 9,055 (1,756) (709) 45,746
Machinery, equipment and
tools 22,802 1,204 (67) 6,105 401 30,445
Land and buildings 243,872 11,413 (2,282) 10,420 (8,146) 255,277
TOTAL 306,799 412 21,672 (4,138) 16,525 (8,457) 332,813
Depreciation Change in Hyperinfla Translation
(in thousands of euros) 31/12/2022 scope Increases Disposals tion differences 30/06/2023
Other property, plant and
equipment (445) (149) 33 3 (558)
Transport equipment (18,807) (6,944) 1,746 347 (23,658)
Machinery, equipment and
tools (9,449) (1,220) 66 (5,999) (287) (16,889)
Land and buildings (56,350) (9,282) 940 (10,309) 1,683 (73,318)
TOTAL (85,051) 0 (17,595) 2,785 (16,308) 1,746 (114,423)
NET VALUE 221,748 412 4,077 (1,353) 217 (6,711) 218,390

10. FINANCIAL ASSETS

10.1. OTHER FINANCIAL ASSETS

DzOther financial assetsdz as of ͵Ͳ June ʹͲʹ͵ include:

Gross value
(in thousands of euros) 30/06/2023 31/12/2022
Equity interests 96,922 92,565
Other receivables from investments 16,969 17,711
Loans, deposits and guarantees 77,475 49,455
Fair value of financial instruments 67,882 75,770
TOTAL OTHER FINANCIAL ASSETS 259,248 235,501
Impairment (40,962) (30,865)
NET VALUE 218,286 204,636

Equity interests in non-controlled entities correspond mainly to:

  • the 17.7% equity interest in Hydrogène de France (HDF Energy) subscribed in 2021 for a total amount of €ͺ. million;
  • non-controlling interests held by Rubis Energia Portugal in several entities in Portugal;
  • non-controlling interests held by the SARA refinery in diversification projects;
  • 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 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. The change recorded during the period mainly corresponds to the conversion into treasury bills of receivables held by distribution entities established in Kenya vis-à-vis the Kenyan State.

)mpairments include €͵.͵ 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.

10.2. OTHER CURRENT ASSETS

Other current assets mainly include prepaid expenses as well as the portion due in less than one year of receivables from investments, loans and deposits and guarantees paid, advances and deposits paid to acquire new businesses, marketable securities that cannot be considered as cash or cash equivalents, and hedging instruments at fair value.

(in thousands of euros) 30/06/2023 31/12/2022
Loans, deposits and guarantees 1,207 1,137
Fair value of financial instruments 3,447 446
GROSS CURRENT FINANCIAL ASSETS 4,654 1,583
Impairment
NET CURRENT FINANCIAL ASSETS 4,654 1,583
Prepaid expenses 32,474 19,886
CURRENT ASSETS 32,474 19,886
TOTAL OTHER CURRENT ASSETS 37,128 21,469

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) 30/06/2023 31/12/2022
Trade and other receivables 573,733 662,002
Employee receivables 2,473 2,176
Government receivables 54,981 83,299
Other operating receivables 123,673 54,357
TOTAL 754,860 801,834
Impairment Change in
(in thousands of euros) 31/12/2022 scope Additions Reversals 30/06/2023
Trade and other receivables 26,779 745 2,753 (3,647) 26,630
Other operating receivables 4,634 712 5,346
TOTAL 31,413 745 3,465 (3,647) 31,976

In the first half of 2023, losses on receivables remained stable and were not material.

10.4. CREDIT RISK

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

In net value
(in thousands of euros) 30/06/2023 31/12/2022
Europe 101,945 102,395
Caribbean 137,473 216,000
Africa 307,685 316,828
TOTAL 547,103 635,223

11. EQUITY

As of 30 June 2023, the share capital consisted of 103,195,172 fully paid-up shares, with a par value of €ͳ.ʹͷ each, i.e. a total amount of €ͳʹͺ,ͻͻͶ thousand.

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

Share
Share capital premium
Number of (in thousands of (in thousands of
shares euros) euros)
As of 1 January 2023 102,953,566 128,692 1,550,120
Company savings plan 241,606 302 3,815
Capital increase expenses (2)
As of 30 June 2023 103,195,172 128,994 1,553,933

As of 30 June 2023, Rubis held 94,136 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 Companyǯs share capital. As of ͵Ͳ June 2023, the Group had not yet made use of this equity line.

Reconciliation of the capital increase with the statement of cash flows

Share capital increase (decrease) 302
Share premium increase (decrease) 3,813
Capital increase (decrease) on the balance sheet 4,115
Share buyback (capital decrease)
Capital increase (decrease) in the statement of cash flows 4,115

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 197,524
Payment of the dividend in shares
Dividends paid in the statement of cash flows 197,524

12. STOCK OPTIONS AND BONUS SHARES

The terms of the stock option and bonus share plans outstanding as of 30 June 2023 are set out in the tables below:

STOCK OPTIONS
Date of Management Board
Outstanding as
of 31/12/2022
Rights
Rights
Rights issued
exercised
cancelled
Outstanding as
of 30/06/2023
17 December 2019 150,276 (150,276)
6 November 2020 87,502 87,502
1 April 2021 5,616 5,616
TOTAL 243,394 (150,276) 93,118
STOCK OPTIONS
Date of Management Board
Number of
outstanding
options
Exercise expiry
date
Exercise price
(in euros)
Options
exercisable
17 December 2019 Mar.-33 52.04
6 November 2020 87,502 Mar.-34 29.71
1 April 2021 5,616 Mar.-34 40.47
TOTAL 93,118
BONUS PERFORMANCE SHARES
Date of Management Board
Outstanding as
of 31/12/2022
Rights issued Rights
exercised
Rights
cancelled
Outstanding as
of 30/06/2023
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
20 July 2022 514 770 514 770
TOTAL 1,891,814 (385,759) 1,506,055
BONUS PREFERRED SHARES
Date of Outstanding as of Rights Rights
Outstanding as
Management Board 31/12/2022 Rights issued exercised cancelled
of 30/06/2023
7 January 2019 62 (62)
TOTAL 62 (62)

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) 30/06/2023 31/12/2022
Current and non-current borrowings and financial debt 2,060,200 2,091,108
Cash and cash equivalents 614,288 804,907
NET FINANCIAL DEBT (EXCLUDING LEASE LIABILITIES) 1,445,912 1,286,201
Lease liabilities (current and non-current) 223,413 224,649
NET FINANCIAL DEBT 1,669,325 1,510,850

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

Current
(in thousands of euros) 30/06/2023 31/12/2022
Bank loans 351,592 267,487
Interest accrued not yet due on loans and bank overdrafts 5,671 4,193
Bank overdrafts 354,025 468,144
Other loans and similar liabilities 52,975 51,677
TOTAL BORROWINGS AND SHORT-TERM BANK BORROWINGS (PORTION DUE IN LESS
THAN ONE YEAR) 764,263 791,501
Non-current
(in thousands of euros) 30/06/2023 31/12/2022
Bank loans 1,253,406 1,254,240
Customer deposits on tanks 15,990 16,231
Customer deposits on cylinders 130,722 132,357
Other loans and similar liabilities 42,531 45,367
TOTAL BORROWINGS AND FINANCIAL DEBT 1,442,649 1,448,195
TOTAL 2,206,912 2,239,696
Non-current borrowings and financial debt More than 5
(in thousands of euros) 1 to 5 years years
Bank loans 993,890 259,516
Other loans and similar liabilities 23,391 19,140
TOTAL 1,017,281 278,656

The change in borrowings and other financial liabilities during the first half-year 2023 breaks down as follows:

Change in Translation
(in thousands of euros) 31/12/2022 scope Issue Repayment differences 30/06/2023
Current and non-current
borrowings and financial debt
2,091,108 679,949 (655,671) (55,186) 2,060,200
Lease liabilities (current and
non-current) 224,649 409 22,345 (18,591) (5,399) 223,413
TOTAL 2,315,757 409 702,294 (674,262) (60,585) 2,283,613

The issues carried out during the period are mainly used for the refinancing of credit facilities that have been used and new financing obtained on Photosol.

(in thousands of euros) Fixed rate Variable rate
Bank loans 155,917 1,097,489
Bank loans (portion due in less than one year) 63,546 288,046
TOTAL 219,463 1,385,535

Interest rate risk

Characteristics of loans contracted
(in thousands of euros)
Rate Total amount Less than 1
year
Between 1
and 5 years
More than 5
years
Existence or
not of hedging
Euros Fixed rate 198,798 60,744 130,911 7,143
Variable
rate 1,384,854 287,938 844,543 252,373 YES
Indian rupee Fixed rate
Variable
rate 681 108 573
US dollar Fixed rate 2,195 225 1,970
Variable
rate
Barbados dollar Fixed rate 18,470 2,577 15,893
Variable
rate
TOTAL 1,604,998 351,592 993,890 259,516

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

As of 30 June 2023, there is no situation of non-compliance with these ratios that could result in the early repayment of the loans.

Liquidity risk

As of 30 June 2023, the Group had used confirmed credit facilities totalling €ͻͳ million. The amount of credit facilities confirmed but not used as of ͵Ͳ June ʹͲʹ͵ amounted to €ʹͻ million.

At the same time, the Group has €ͳͶ 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 30/06/2023
SCHEDULE OF LEASE LIABILITIES 29,678 67,961 125,774 223,413

Other information relating to leases (IFRS 16)

As of 30 June ʹͲʹ͵, the amount of rent paid ȋrestated leases and exempted leasesȌ totalled €Ͷ.͵ million and income from sub-letting amounted to €͵.ͳ million.

Rents not restated as of 30 June 2023 break down as follows:

  • leases exempted:
  • o term of less than 12 months, totalling €ͳͺ.͵ 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 procedure was still ongoing as of 30 June 2023.

14. PROVISIONS

Non-current
(in thousands of euros) 30/06/2023 31/12/2022
Provisions for contingencies and expenses 71,114 62,408
Provisions for dismantling and clean-up 43,968 35,600
TOTAL 115,082 98,008

Provisions for contingencies and expenses include:

  • the Groupǯs obligations in terms of energy-saving certificates. These provisions are recognised throughout the three-year period currently in progress (2022-2025);
  • 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.

Dismantling and clean-up provisions comply 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.

Change in Translation
(in thousands of euros) 31/12/2022 scope Additions Reversals(1) Hyperinflation differences 30/06/2023
Provisions for contingencies and
expenses
62,408 2 28,038 (17,657) (1,677) 71,114
Provisions for dismantling and
clean-up 35,600 764 (261) 7,638 227 43,968
TOTAL 98,008 2 28,802 (17,918) 7,638 (1,450) 115,082

ȋ1Ȍ )ncluding €184 million in reversals not applicable.

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

  • the Groupǯs new obligations in terms of collecting energy-saving certificates;
  • the Groupǯs clean-up and remediation obligations;

15. OTHER OPERATING INCOME AND EXPENSES

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

(in thousands of euros) 30/06/2023 30/06/2022
Income from disposal of property, plant and equipment and intangible assets 701 552
Costs related to strategic acquisitions (6,441) (11,996)
Other expenses, income and provisions 480 (464)
Impact of business disposals 4,063
TOTAL (5,260) (7,845)

Costs related to strategic acquisitions correspond in particular to the costs incurred in connection with the acquisition of the Photosol Group.

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 I Squared Capital, recognised under impact of business disposals for the period ended on 30 June 2022.

16. OTHER FINANCE INCOME AND EXPENSES

(in thousands of euros) 30/06/2023 30/06/2022
Foreign exchange income (80,334) (18,651)
Other finance expense (4,331) (2,351)
Other finance income 6,203 3,675
TOTAL (78,462) (17,327)

17. 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) 30/06/2023 30/06/2022
Consolidated net income, Group share 170,624 169,766
Impact of stock options on income 44 60
Consolidated net income after recognition of the impact of stock options on income 170,668 169,826
Number of shares at the beginning of the period 102,953,566 102,538,186
Company savings plan 25,154 19,743
Preferred shares 114,321
Weighted average number of shares outstanding 102,978,720 102,672,250
Bonus shares (performance and preferred) 34,909
Diluted weighted average number of shares 102,978,720 102,707,159
Undiluted earnings per share (in euros) 1.66 1.65
Diluted earnings per share (in euros) 1.66 1.65

18. TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2023 compared with 31 December 2022.

19. LIST OF CONSOLIDATED COMPANIES AS OF 30 JUNE 2023

The consolidated financial statements for the six months ended 30 June 2023 include the Rubis financial statements and those of its subsidiaries listed in the table below.

31 31
December December
Registered 30 June 23 22 30 June 23 22 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 France 100.00% 100.00% 100.00% 100.00% FC
Rubis HyDev 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
Starogaz France 100.00% 100.00% 100.00% 100.00% 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
31 31
December December
Name Registered
office/Country
30 June 23
% control
22
% control
30 June 23
% interest
22
% interest
Consolidation
method*
RD3A France 100.00% 100.00% 100.00% 100.00% FC
Rubis Restauration et France 100.00% 100.00% 100.00% 100.00% FC
Services
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
Spelta – Produtos
Petrolíferos SA
Portugal 100.00% 100.00% 100.00% 100.00% FC
Companhia Logística de
Combustíveis SA
Portugal 20.00% 20.00% 20.00% 20.00% JV (EM)
Electropalma Portugal 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(2)
Rubis Antilles Guyane France 100.00% 100.00% 100.00% 100.00% FC
Stocabu France 50.00% 50.00% 50.00% 50.00% JO
Société Industrielle de Gaz et
de Lubrifiants
France 100.00% 100.00% 100.00% 100.00% FC
Société Anonyme de la
Raffinerie des Antilles (SARA)
France 71.00% 71.00% 71.00% 71.00% FC
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
Rubis Saint-Barthélemy France 100.00% 100.00% FC
Société Réunionnaise de
Produits Pétroliers (SRPP)
France 100.00% 100.00% 100.00% 100.00% FC
Société dǯimportation et de
distribution de Gaz liquéfiés
dans lǯOcéan )ndien ȋSigloiȌ
France 100.00% 100.00% 100.00% 100.00% FC
31 31
Registered 30 June 23 December
22
30 June 23 December
22
Consolidation
Name office/Country % control % control % interest % interest method*
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 51.00% 51.00% 51.00% 51.00% 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% 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
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% 100.00% 100.00% FC
Bitu River Shipping Corp. Panama 100.00% 100.00% 100.00% 100.00% FC
Demerara Shipping
Corporation
Barbados 100.00% 100.00% 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
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
31 31
Registered 30 June 23 December
22
30 June 23 December
22
Consolidation
Name office/Country % control % control % interest % interest method*
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
Maritec Tanker Management
Private Ltd
India 100.00% 100.00% 100.00% 100.00% FC
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 Ltd 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 Photosol France 78.51% 79.97% 78.51% 79.97% FC
Aedes & Photosol
Développement
France 39.26% 39.99% 39.26% 39.99% JV (EM)
Airefsol Énergies 1 France 75.25% 67.88% 75.25% 67.88% FC
Airefsol Énergies 7 France 75.25% 67.88% 75.25% 67.88% FC
Alpha Énergies
Renouvelables
France 74.79% 66.22% 74.79% 66.22% FC
Centrale Photovoltaïque de
Ychoux
France 69.84% 47.78% 69.84% 47.78% FC
Centrale Photovoltaïque
Lagune de Toret
France 75.25% 67.88% 75.25% 67.88% FC
Centrale Photovoltaïque le
Bouluc de Fabre
France 75.25% 67.88% 75.25% 67.88% FC
31
December
31
December
Registered 30 June 23 22 30 June 23 22 Consolidation
Name office/Country % control % control % interest % interest method*
Cilaos France 75.25% 67.88% 75.25% 67.88% FC
Clotilda France 75.25% 67.88% 75.25% 67.88% FC
Cpes de Lǯancienne Cokerie France 75.25% 67.88% 75.25% 67.88% FC
Dynamique Territoires
Développement
France 78.51% 79.97% 78.51% 79.97% FC
EPV France 75.25% 67.88% 75.25% 67.88% FC
Euroridge Solar Holding S.àr.l Luxembourg 78.51% 79.97% 78.51% 79.97% FC
Firinga France 75.25% 67.88% 75.25% 67.88% FC
Inti SAS France 75.25% 67.88% 75.25% 67.88% FC
Maïdo France 75.25% 67.88% 75.25% 67.88% FC
Phoebus France 75.25% 67.88% 75.25% 67.88% FC
Photom Services France 51.52% 45.95% 51.52% 45.95% FC
Photosol France 75.25% 67.88% 75.25% 67.88% FC
Photosol Bordezac
Développement
France 75.25% 67.88% 75.25% 67.88% FC
Photosol Bourbon France 75.25% 67.88% 75.25% 67.88% FC
Photosol Brossac France 75.25% 66.52% 75.25% 66.52% FC
Photosol CRE 4 France 75.25% 67.88% 75.25% 67.88% FC
Photosol Développement France 78.51% 79.97% 78.51% 79.97% FC
Photosol Hermitage France 78.51% 79.97% 78.51% 79.97% FC
Photosol Invest 2 France 64.65% 28.48% 64.65% 28.48% FC
Photosol Maransin France 78.51% 79.97% 78.51% 79.97% FC
Photosol Roullet France 78.51% 79.97% 78.51% 79.97% FC
Photosol Sarrazac
Développement
France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 1 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 2 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 3 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 4 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 5 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 6 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 7 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 9 France 54.13% 48.83% 54.13% 48.83% FC
Photosol SPV 10 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 13 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 14 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 15 France 50.50% 45.55% 50.50% 45.55% FC
Photosol SPV 16 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 18 France 75.25% 67.88% 75.25% 67.88% FC
31 31
December December
Name Registered
office/Country
30 June 23
% control
22
% control
30 June 23
% interest
22
% interest
Consolidation
method*
Photosol SPV 22 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 27 France 74.61% 65.51% 74.61% 65.51% FC
Photosol SPV 28 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 29 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 31 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 32 France 69.67% 62.85% 69.67% 62.85% FC
Photosol SPV 33 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 34 France 68.41% 61.71% 68.41% 61.71% FC
Photosol SPV 35 France 75.25% 67.88% 75.25% 67.88% FC
Photosol SPV 36 France 63.23% 57.04% 63.23% 57.04% FC
Photosol SPV 37 France 69.03% 62.27% 69.03% 62.27% FC
Photosol SPV 38 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 39 France 61.68% 55.64% 61.68% 55.64% FC
Photosol SPV 40 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 43 France 64.31% 58.01% 64.31% 58.01% FC
Photosol SPV 44 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 45 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 46 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 48 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 49 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 50 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 51 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 52 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 53 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 54 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 55 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 56 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 57 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 58 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 59 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 60 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 61 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 63 France 78.51% 79.97% 78.51% 79.97% FC
Photosol SPV 65 France 78.51% 79.97% 78.51% 79.97% FC
Photosol Villefranche sur
Cher Développement
France 75.25% 67.88% 75.25% 67.88% FC
PV Ecarpiere France 75.25% 67.88% 75.25% 67.88% FC
Société du Parc
Photovoltaïque de la
Commanderie
France 75.25% 67.88% 75.25% 67.88% FC
Solaire du Lazaret France 75.25% 67.88% 75.25% 67.88% FC
SPV 11 France 75.25% 67.88% 75.25% 67.88% FC
31 31
December December
Registered 30 June 23 22 30 June 23 22 Consolidation
Name office/Country % control % control % interest % interest method*
SPV 12 France 75.25% 67.88% 75.25% 67.88% FC
SPV 17 France 75.25% 67.88% 75.25% 67.88% FC
SPV 25 France 75.25% 67.88% 75.25% 67.88% FC
SPV 26 France 78.51% 79.97% 78.51% 79.97% FC
SPV 30 France 71.44% 53.71% 71.44% 53.71% FC
Territoires Énergies
Nouvelles
France 78.51% 79.97% 78.51% 79.97% FC
Thorenc PV France 75.25% 67.88% 75.25% 67.88% FC
Thorenc PV Holding S.àr.l Luxembourg 78.51% 79.97% 78.51% 79.97% FC
Photosol Mobexi France 78.51% 78.51% FC
Photosol Italia Italy 75.25% 75.25% FC

* FC: full consolidation; JO: joint operation; 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, SARA and Photosol Développement currently hold non-material and nonconsolidated 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 2023.

20. 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 2023.

STATUTORY AUDITORSǯ 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, we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Rubis, for the period from 1 January to 30 June 2023.
  • 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.

1. 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. This work is less extensive than that required for an audit conducted in accordance with professional standards applicable in France. Consequently, the assurance obtained through a limited review that the financial statements, taken as a whole, are free from material misstatements, is a moderate assurance, with less certainty than that obtained through an audit.

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.

2. 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 halfyearly consolidated financial statements.

Paris La Défense and Neuilly-sur-Seine, 7 September 2023 The statutory auditors

PricewaterhouseCoopers Audit KPMG SA Cédric Le Gal Frédéric Nusbaumer Jacques-François Lethu François Quédiniac

IV – DECLARATION OF RESPONSIBLE OFFICERS

RESPONSIBLE OFFICERS FOR THE HALF-YEAR FINANCIAL REPORT

Gilles Gobin: Managing Partner Jacques Riou: Chairman of Agena, co-Managing Partner of Rubis Clarisse Gobin-Swiecznik: co-Managing Partner of Sorgema, co-Managing Partner 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, 7 September 2023

Clarisse Gobin-Swiecznik Co-Managing Partner of Sorgema, Co-Managing Partner of Rubis

Jacques Riou Chairman of Agena, Co-Managing Partner of Rubis

Gilles Gobin Managing Partner

THE WILL TO UNDERTAKE, THE CORPORATE COMMITMENT