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Rubis Interim / Quarterly Report 2024

Sep 5, 2024

1636_ir_2024-09-05_b81aca4c-48b9-4dd3-a0a6-6acb9b6b07d9.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT AS OF JUNE 30, 2024

CONTENTS

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2024 1
ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2024 9
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING
SIX MONTHS OF THE YEAR
9
EVENTS AFTER THE REPORTING PERIOD 9
KEY TRANSACTIONS WITH RELATED PARTIES 9
CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2024 11
STATUTORY AUDITORS' REPORT 43
DECLARATION OF RESPONSIBLE OFFICERS 45

This document is a translation into English of the Half-Year Financial Report of the Company issued in French and is available on the website of the issuer.

GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2024

ACTIVITY REPORT 2
OUTLOOK FOR THE SECOND HALF OF 2024 9
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS
OF THE YEAR
9
EVENTS AFTER THE REPORTING PERIOD 9
KEY TRANSACTIONS WITH RELATED PARTIES 9

ACTIVITY REPORT

  • Solid operating performance after a record H1 2023, underpinned by a continued high level of activity in the Caribbean
    • o High cash flow generation: Operating cash flow1 at €͵ͷʹm, up % vs (ͳ ʹͲʹ͵
    • o EB)TDA at €͵ͷ8m, stable yoy on a comparable basis2, -12% vs H1 2023
    • o Net income Group share at €ͳ͵Ͳm, -4% on a comparable basis, -24% vs H1 2023
  • Healthy balance sheet : 1.6x corporate net financial debt/EBITDA3
  • 2024 Guidance reiterated – renewed confidence in dividend growth

H1 2024 results4 highlights

Energy Distribution:

  • o Retail & Marketing Volume up Ͷ%, gross margin at €Ͷͳm down % ȋ+Ͳ% LFL5),
    • Continued strong performance of Retail, C&I and Aviation businesses in the Caribbean, driven by the booming development of Guyana, the increase in airlines frequencies in Barbados and the dynamism of Jamaica.
    • Eastern Africa: Kenya saw a very dynamic first-half on the aviation side, with increased flights combined with superior customer service. This significant uptake was not sufficient to absorb the headwinds to the retail business over this first-half (protests, floods, economic downturn and FX volatility), leading to an overall lacklustre performance.
    • The Bitumen activity was particularly strong in South Africa but continued to be dragged on by the political context in Nigeria. Margins stood at a comfortable level.
  • o Support & Services Gross margin down 8%, after a very high H1 2023
    • Bitumen supply volume showed lower levels in Q2 vs Q2 2023 with low demand for bitumen trading in the US.
    • H1 2023 saw important crude deliveries, generating a time lag with 2024, which should catch up over the year.

Renewable Electricity Production:

  • o Secured portfolio at 1 GWp, up 55% yoy.
  • o EB)TDA at €ͳͳm, up ͳʹ% yoy .
  • o Acceleration of development costs to support Photosol's future growth.

1 Operating cash flow before net financial costs and tax.

2 On a comparable basis: taking into account non-recurring or exceptional elements – See appendix for further detail.

3 Debt excluding Photosol SPV project non-recourse debt; LTM EBITDA excluding IFRS 16 – lease obligations.

4 The Management Board, which met on 4 September 2024, approved the accounts for the first half-year 2024; these accounts were examined by the Supervisory Board on 5 September 2024. The Statutory Auditors have carried out a limited review of these financial statements, and their report on the interim financial information was issued on the same date.

5 LFL: Like-for-like i.e., excluding exceptional items and FX effects.

KEY FIGURES

CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2024

(in million euros) H1 2024 H1 2023 Var %
Revenue 3,339 3,324 0%
EBITDA 358 409 -12%
o/w Energy Distribution 371 416 -11%
o/w Renewable Electricity Production 11 10 12%
EBIT 257 323 -20%
o/w Energy Distribution 284 341 -17%
o/w Renewable Electricity Production -3 -1 158%
Net income, Group share 130 171 -24%
EPS (diluted), in euros 1.25 1.66 -25%
Cash flow before cost of net financial debt and tax 352 331 6%
Cash flow from operations 286 241 18%
Capital expenditure 103 132 -22%
o/w Energy Distribution 68 108 -37%
o/w Renewable Electricity Production 35 24 48%
(in million euros) Jun-2024 Dec-2023 Var %
Net financial debt (NFD) 1,491 1,360 10%
NFD/EBITDA 2.1x 1.8x 0.2x
Corporate net financial debt(1) (corporate NFD) 1,079 992 9%
Corporate NFD/EBITDA 1.6x 1.4x 0.2x

(1) Corporate net financial debt – excluding non-recourse debt – see Appendix for further detail.

H1 2024 FINANCIAL PERFORMANCE

H1 2024 has seen a 12% decrease in EB)TDA to €͵ͷͺm and EB)T to €ʹͷm ȋ-20% yoy).

At Group level, financial charges have increased to reach €ͷͲm in (ͳ ʹͲʹͶ vs €͵m in (ͳ ʹͲʹ͵. This variation is explained by the increase in interest rates, and a higher debt at Photosol consistent with capacity in operation increase. As regards FX financial charges, they reached €͵ʹm over the first-half, vs a very high €ͺͲm ȋgrossȌ in (ͳ ʹͲʹ͵. Main contributors were Kenya ȋ€ͳ4mȌ and Nigeria ȋ€ͳͳmȌ where the currency was stable after the devaluation observed in January.

Profit before tax decreased by ͳͷ% and Net income Group share by ʹͶ% at €ͳ͵Ͳm.

Focus on elements to be taken into account to analyse variations on a comparable basis (see Appendix for further detail)

At EBITDA level, H1 2024 includes:

  • Compensation-related impacts ȋ)FRSʹ, among othersȌ: €ͳͷm
  • Advisory fees ȋstrategy and M&AȌ: €͵m

H1 2023 included:

  • Compensation-related impacts ȋ)FRSʹ, among othersȌ: €m
  • FX passthrough in Nigeria: €ȋʹͷȌm
  • Refund by the State of the ʹͲʹʹ revenue shortfall in Madagascar: €ȋͳͳȌm

When adjusted for these elements, EBITDA decreased by 1% yoy.

At EBIT level, two large bitumen vessels have seen their life expectancy reduced from 28 to 25 years due to more restrictive vetting policies, leading to an additional depreciation expense of €Ͷm for (ͳ ʹͲʹͶ as compared to (ͳ ʹͲʹ͵.

EBIT decrease on a comparable basis reduces to -5%.

For H1 2024, the impact of the OECD Global Minimum Tax first-time application reached approximately €ͳʹm.

Further to the announcement of the divestment of Rubis Terminal 55% stake, Rubis Terminal has been accounted for under IFRS 5 – Noncurrent assets held for sale since 31 March 2024. As a reminder, (ͳ ʹͲʹ͵ includes €ͷm related to Qʹ ʹͲʹ͵.

On a comparable basis, Net income Group share decreased by 4% over H1 2024.

The ͳͺ% increase in cash flow from operating activities to €ʹͺm illustrates the strength of operations. Cash flow generation before cost of net financial debt and tax stands at €͵ͷʹm, % higher than in H1 2023.

Rubis corporate net financial debt ȋcorporate NFDȌ reached €ͳ,Ͳͻm at the end of (ͳ ʹͲʹͶ, leading to a corporate NFD/EBITDA at 1.6x.

Capex reached €ͳͲ͵m, of which €͵ͷm were dedicated to Renewable Electricity Production. The remaining €ͺm are split between maintenance (80%) and growth and energy transition investments (20%) in the Energy Distribution business line.

ENERGY DISTRIBUTION

Retail & Marketing

The first half of 2024 saw volume increasing vs an already high H1 2023. When excluding the refund by the State of the 2022 revenue shortfall in Madagascar and the FX effect in Nigeria from ʹͲʹ͵, gross margin stayed stable at €Ͷͳm. EB)T landed at €ʹͲͲm, vs €ʹͶm in (ͳ ʹͲʹ͵ ȋ-19% yoy, -͵% on a comparable basisȌ. )n (ͳ ʹͲʹͶ, Capex decreased to €ͷͻm ȋ-15% yoy).

Volume (in '000 m3) Gross margin ȋin €mȌ Adjusted Gross margin(1) ȋin €mȌ
H1 H1
2024 2024 vs H1 2024
H1 H1 vs H1 H1 H1 H1 vs H1
2024 2023 2023 2024 2023 2023 H1 2024 H1 2023 2023
LPG 660 654 1% 158 158 0% 158 158 0%
Fuel 2,101 1,988 6% 214 231 -7% 214 219 -2%
Bitumen 212 225 -6% 44 59 -27% 44 34 27%
TOTAL 2,973 2,867 4% 416 448 -7% 416 411 1%

VOLUME SOLD AND GROSS MARGIN BY PRODUCT IN H1

(1) Adjusted for exceptional items and FX effects.

LPG demand was overall stable over the first-half, autogas in Europe and bulk in Morocco, compensating for the softer demand in South Africa. Gross margin and unit margin remained stable, in line with volume.

As regards fuel:

  • The retail business (service stations representing 49% of fuel volume and 52% of H1 fuel gross margin) once again showed its resilience. Volume was stable over H1. Gross margin decreased by 23%, under separate effects:
    • o H1 2023 had seen exceptional elements in Madagascar and in Kenya, leading to a particularly high comparable base on retail gross margins;
    • o Retail activity in Kenya was under pressure in H1 2024, challenges including protests, floods and economic downturn weighed on performance. The Kenyan Shilling further appreciation in Q2 also had a negative impact on gross margin;
    • o On the other hand, activity continued to be very dynamic in the Caribbean, with Jamaica, Antigua, Grenada, Dominica (where operations resumed in 2023), and Guyana performing way above expectations.
  • Following the same strong momentum started in Q1, the Commercial and Industrial business (C&I, representing 28% of fuel volume and 28% of H1 fuel gross margin) increased by 6% in volume, and 15% in gross margin, led by Guyana and Barbados.
  • The aviation segment (representing 20% of fuel volume and 17% of fuel gross margin) was very dynamic with volume growth reaching +32% over H1, and gross margin at +34%. This excellent performance was driven by Kenya, where the rationalisation of the aviation portfolio proved successful and margins were managed very efficiently in Q2, and by the Eastern Caribbean region, where airlines increased their frequencies.

Bitumen volume was down 6% yoy, mainly driven by Nigeria, partially offset by the strong performance of South Africa, Togo and Cameroon. When restated from the passthrough of FX impact to customers in H1 2023, gross margin showed a +27% increase yoy.

The table below provides volume and gross margin split by region for H1.

Volume (in '000 m3) Gross margin ȋin €mȌ Adjusted Gross margin(1) ȋin €mȌ
H1 H1
2024 2024 H1 2024
H1 H1 vs H1 H1 H1 vs H1 vs H1
2024 2023 2023 2024 2023 2023 H1 2024 H1 2023 2023
Europe 464 451 3% 114 111 3% 114 111 3%
Caribbean 1,145 1,091 5% 167 146 14% 167 146 14%
Africa 1,364 1,326 3% 134 191 -30% 134 155 -13%
TOTAL 2,973 2,867 4% 416 448 -7% 416 411 1%

VOLUME SOLD AND GROSS MARGIN BY REGION IN H1

(1) Adjusted for exceptional items and FX effects.

Adjusted unit margin came in at ͳ͵ͻ€/m͵, down ͵% vs (ͳ ʹͲʹ͵.

EBIT BY REGION

(in million euros) H1 2024 H1 2023 Var %
Europe 35 38 -8%
Caribbean 93 76 22%
Africa 72 133 -46%
TOTAL RETAIL & MARKETING 200 247 -19%

By region, the dynamics of this first-half were as follows:

  • Europe continues to benefit from its strong LPG positioning (LPG accounts for >90% of regional gross profit) This segment increased slightly (+4% in volume), driven by autogas in France and Spain, and bottles in Portugal. The overall margin was in line with volume growth at +3%. EBIT declined by 8%, but increased by 3% on a comparable basis, in line with volume and gross margin growth;
  • the Caribbean region remained buoyant, with volumes up 5%, despite the complicated situation in Haiti (volume: -24%). The C&I business performed particularly well, with optimal operating conditions, and +16% gains in unit margin. EBIT increased by 22%, led by Jamaica and Guyana;
  • lastly, in Africa, gross margin was down 13%, adjusted for the sequencing of payment in 2023 by the State of the ʹͲʹʹ revenue shortfall in Madagascar ȋ€ͳͳmȌ and the neutralisation of foreign exchange losses in Nigeria ȋ€ʹͷmȌ. The half-year was marked by difficult operating conditions in Nigeria and Kenya, combined with high volatility in foreign exchange rate in Kenya.

Support & Services

The Support & Services business recorded EB)T of €ͺͷm ȋ-10% yoy, -6% on a comparable basis) in H1 2024.

Volume (+3%) and margins (-8%) have shown resilience, after the record-high H1 2023. Q1 2023 had seen significant crude deliveries, while 2024 deliveries have experienced delays. The strong momentum observed in trading activity in the Caribbean in Q1 continued in Q2 with +22% in volume and +27% gross margin over the first-half, benefiting from the two vessels acquired in 2023.

The SARA refinery and logistics operations present specific business models with stable earnings profile.

Capex normalised at €ͻm ȋvs €͵ͻm in (ͳ ʹͲʹ͵, -77% yoy), as H1 2023 included the acquisition of two new LPG vessels in the Caribbean and one bitumen vessel.

RENEWABLE ELECTRICITY PRODUCTION

The level of assets in operation grew by 17% yoy at 460 MWp. The secured portfolio reached 1 GWp, up 55% yoy.

Revenue reached €ʹͶm over (ͳ ʹͲʹͶ, c. €Ͷm of which coming from direct sales to the market. When restated for these direct sales to the market, revenue was stable vs H1 2023, although Assets in operation grew by 17% yoy. EB)TDA reached €ͳͳm over (ͳ ʹͲʹͶ, hampered by:

  • weather-related effects (lower load factor, local hailstorms damaging panels);
  • decrease in spot prices, thereby downgrading the level of extra-revenue generated by plants temporarily benefitting from spot price;
  • acceleration of development costs to support Photosol's future growth.
Operational data H1 2024 H1 2023 Var %
Assets in operation (MWp) 460 394 17%
Electricity production (GWh) 221 234 -5%
Sales ȋin €mȌ 24 25 -3%
EBITDA 11 10 12%
CAPEX 35 24 48%
Non-recourse project debt 412 360 20%

BULK LIQUID STORAGE

Further to the announcement of the divestment of Rubis Terminal 55% stake, Rubis Terminal has been accounted for under IFRS 5 - Noncurrent assets held for sale since 31 March 2024.

H1 2024 Net income Group share includes three months of Rubis Terminal contribution while H1 2023 included six months.

As of 30 June 2024, the completion of the sale of Rubis Terminal 55% stake is subject to the satisfaction of various closing conditions, including obtaining all the required administrative approvals. The corresponding capital gain will be included in Net income Group share at closing.

NON-FINANCIAL RATING

  • MSCI: AA (reiterated in Dec-23)
  • Sustainalytics: 30.7 (from 29.7 previously)
  • ISS ESG: C (from C- previously)
  • CDP: B (reiterated in Feb-24)

OUTLOOK FOR THE SECOND HALF OF 2024

After a very solid performance in H1 2024, the Caribbean region will continue to deliver strong growth. Europe positive operating momentum will also continue. The economic situation in Africa remains unstable, in Kenya in particular.

The acceleration of development costs in the Renewable division will weigh on 2024 and 2025 EBITDA, paving the way for future growth.

As a result, the guidance provided to the market for 2024 is reiterated with a Group EBITDA expected to reach €ʹͷm to €ͷm. Net income Group share should remain stable despite the first-time application of the Global Minimum Tax representing an impact estimated between €ʹͲm and €ʹͷm. Confidence in dividend growth is also renewed.

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 ʹͲʹ3 Universal Registration Document.

EVENTS AFTER THE REPORTING PERIOD

The Group announced on 19 July 2024 that its subsidiary Rubis Énergie SAS had signed its first ever US Private Placement (USPP) under French law with PGIM Private Capital ("PPC"), the private equity arm of PGIM Inc, the asset management company of Prudential Financial Inc, for \$ʹͷ million. Rubis Énergie SAS is to issue three series of €Ͳ million each senior unsecured bonds with bullet maturities of 8, 10 and 12 years.

Rubis Énergie retains nearly \$40 million available under the agreement for future issues over the next two years.

This new USPP financing enables Rubis to diversify its sources of financing while extending the current average maturity of its debt from three to five years and paves the way for other potential USPP transactions.

KEY TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2024 compared with 31 December 2023 (see note 10.3 to the consolidated financial statements for the financial year ended 31 December 2023).

CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2024

CONSOLIDATED BALANCE SHEET 12
CONSOLIDATED INCOME STATEMENT 14
STATEMENT OF OTHER COMPREHENSIVE INCOME 15
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 16
CONSOLIDATED STATEMENT OF CASH FLOWS 17
NOTES TO THE 2024 CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS 19

CONSOLIDATED BALANCE SHEET

ASSETS

(in thousands of euros) Notes 30/06/2024 31/12/2023
Non-current assets
Intangible assets 8.2 100,207 90,665
Goodwill 8.1 1,734,497 1,659,544
Property, plant and equipment 9.1 1,798,763 1,746,515
Property, plant and equipment – right-of-use assets 9.2 240,624 230,764
Interests in joint ventures 7 25,496 310,671
Other financial assets 10.1 153,302 168,793
Deferred taxes 21,783 28,770
Other non-current assets 13,351 11,469
TOTAL NON-CURRENT ASSETS (I) 4,088,023 4,247,191
Current assets
Inventory and work in progress 711,087 651,853
Trade and other receivables 10.3 812,105 781,410
Tax receivables 29,718 34,384
Other current assets 10.2 63,262 42,214
Cash and cash equivalents 457,712 589,685
TOTAL CURRENT ASSETS (II) 2,073,884 2,099,546
TOTAL GROUP OF ASSETS HELD FOR SALE (III) 2 293,132 -
TOTAL ASSETS (I + II + III) 6,455,039 6,346,737

CONSOLIDATED BALANCE SHEET

EQUITY AND LIABILITIES

(in thousands of euros) Notes 30/06/2024 31/12/2023
Shareholders' equity – Group share
Share capital 11 130,198 128,994
Share premium 11 1,561,561 1,553,914
Retained earnings 1,008,226 948,449
Total 2,699,985 2,631,357
Non-controlling interests 125,854 131,588
EQUITY (I) 2,825,839 2,762,945
Non-current liabilities
Borrowings and financial debt 13 1,222,918 1,166,074
Lease liabilities 13 213,620 200,688
Deposit 151,781 151,785
Provisions for pensions and other employee benefit obligations 45,664 40,929
Other provisions 14 157,010 137,820
Deferred taxes 80,336 83,659
Other non-current liabilities 145,445 148,259
TOTAL NON-CURRENT LIABILITIES (II) 2,016,774 1,929,214
Current liabilities
Borrowings and short-term bank borrowings (portion due in less than
one year)
13 726,086 783,519
Lease liabilities (portion due in less than one year) 13 33,109 38,070
Trade and other payables 808,750 792,512
Current tax liabilities 27,428 25,245
Other current liabilities 17,053 15,232
TOTAL CURRENT LIABILITIES (III) 1,612,426 1,654,578
TOTAL EQUITY AND LIABILITIES (I + II + III) 6,455,039 6,346,737

CONSOLIDATED INCOME STATEMENT

(in thousands of euros) Notes Chg. 30/06/2024 30/06/2023
NET REVENUE 4 -% 3,338,885 3,324,412
Consumed purchases (2,491,037) (2,473,182)
External expenses (269,370) (247,080)
Payroll expenses (149,898) (125,593)
Taxes (70,128) (69,327)
GROSS OPERATING INCOME (EBITDA) -12% 358,452 409,230
Other operating income 906 805
Net depreciation and provisions (98,684) (87,522)
Other operating income and expenses (3,262) 624
CURRENT OPERATING INCOME 4 -20% 257,412 323,137
Other operating income and expenses 15 (882) (5,260)
OPERATING INCOME BEFORE SHARE OF NET INCOME
FROM JOINT VENTURES
-19% 256,530 317,877
Share of net income from joint ventures 7 5,344 6,308
OPERATING INCOME AFTER SHARE OF NET INCOME FROM
JOINT VENTURES
4 -19% 261,874 324,185
Income from cash and cash equivalents 5,502 8,114
Gross cost of financial debt (49,352) (38,471)
COST OF NET FINANCIAL DEBT 44% (43,850) (30,357)
Interest expense on lease liabilities (6,488) (5,522)
Other finance income and expenses 16 (32,700) (78,462)
PROFIT (LOSS) BEFORE TAX -15% 178,836 209,844
Income tax 17 (44,655) (32,438)
NET INCOME -24% 134,181 177,406
NET INCOME, GROUP SHARE -24% 129,503 170,624
NET INCOME, NON-CONTROLLING INTERESTS -31% 4,678 6,782
Earnings per share (in euros) 18 -25% 1.25 1.66
Diluted earnings per share (in euros) 18 -25% 1.25 1.66

STATEMENT OF OTHER COMPREHENSIVE INCOME

(in thousands of euros) 30/06/2024 30/06/2023
TOTAL CONSOLIDATED NET PROFIT (LOSS) (I) 134,181 177,406
Foreign exchange differences (excluding joint ventures) 118,738 (112,878)
Hedging instruments 11,134 (6,644)
Income tax on hedging instruments (2,876) 1,716
Financial assets at fair value through comprehensive income (15,236) (10,630)
Restatements due to hyperinflation 20,880 7,082
Taxes on restatements due to hyperinflation (2,531) (1,015)
Items recyclable in P&L from joint ventures 2,454 1,131
Items that will subsequently be recycled in P&L (II) 132,563 (121,238)
Actuarial gains and losses (3,849) (675)
Income tax on actuarial gains and losses 165 14
Change in fair value of buyback option on non-controlling interests (3,900) (3,800)
Items not recyclable in P&L from joint ventures - 25
Items that will not subsequently be recycled in P&L (III) (7,584) (4,436)
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) 259,160 51,732
S(ARE ATTR)BUTABLE TO T(E OWNERS OF T(E GROUP'S PARENT COMPANY 255,487 53,306
SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 3,673 (1,574)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Shares Of which
treasury
Share Share Treasury Consolidat Shareholder'
s equity
attributable
to the
owners of the
Group's
parent
Non
controlling
Total
consolidate
d
shareholder
s' equity
102,953,566 2,733,464 126,826 2,860,290
53,306 (1,574) 51,732
(18,600) 12,216 (6,384)
9,169 976 10,145
241,606 9,149 302 3,813 (384) 191 4,115
(193)
4,115
(193)
(197,524) (10,848) (208,372)
(2)
2,711,331
51,253 8,885 60,138
(3,799) (2,543) (6,342)
(503) (503) (503)
(31,605) (19) 1,017 (322) (19)
695
1,763 1,744
695
(3,137) (3,137)
(5)
2,762,945
255,487 3,673 259,160
412 412 582 994
9,386 9,386
962,950 18,722 1,204 7,647 (1,087) 545 8,851
(542)
479 9,330
(542)
13 (204,979)
13
(10,468) (215,447)
13
104,158,122 2,699,985 125,854 2,825,839
outstanding
103,195,172
103,195,172
shares
(in number of shares)
capital premium
84,987 128,692 1,550,120
94,136 128,994 1,553,933
62,531 128,994 1,553,914
81,253 130,198 1,561,561
shares (2)
(5)
ed
reserves
and
earnings
(1,990) 1,247,246
162,484
(18,600)
9,169
(197,524)
(2,374) 1,202,964
121,102
(3,799)
(1,357) 1,319,437
138,612
9,386
(204,979)
(2,444) 1,263,426
Translation
differences
company
(in thousands of euros)
(190,604)
(109,178)
(2)
(299,782)
2,583,735
(69,849)
(5)
(369,631)
2,631,357
116,875
(252,756)
interests
127,596
131,588

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) 30/06/2024 31/12/2023 30/06/2023
TOTAL CONSOLIDATED NET INCOME 134,181 367,013 177,406
Adjustments:
Elimination of income of joint ventures (5,344) (14,930) (6,308)
Elimination of depreciation and provisions 119,613 222,146 99,133
Elimination of profit and loss from disposals 527 1,344 (643)
Elimination of dividend earnings (741) (363) (361)
Other income and expenditure with no impact on cash and cash
equivalents(1)
8,433 7,623 (6,127)
CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX 256,669 582,833 263,100
Elimination of income tax expenses 44,655 57,860 32,438
Elimination of the cost of net financial debt and interest expense on
lease liabilities
50,337 84,359 35,880
CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX 351,661 725,052 331,418
Impact of change in working capital* (25,888) (91,682) (48,002)
Income tax paid (40,151) (70,752) (42,200)
CASH FLOWS RELATED TO OPERATING ACTIVITIES 285,622 562,618 241,216
Impact of changes to consolidation scope (cash acquired - cash
disposed)
460 387 308
Acquisition of financial assets: Energy Distribution division (5,775) (3,396) -
Acquisition of financial assets: Renewable Electricity Production
division(2)
(7,360) (8,543) -
Acquisition of property, plant and equipment and intangible assets (103,166) (283,340) (131,970)
Change in loans and advances granted 71 (30,252) (29,660)
Disposal of property, plant and equipment and intangible assets 2,335 6,175 5,135
(Acquisition)/disposal of other financial assets (127) (193) (5,332)
Dividends received 2,520 6,111 5,898
Other cash flows from investing activities
CASH FLOWS RELATED TO INVESTING ACTIVITIES (111,042) (313,051) (155,621)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

(in thousands of euros) Notes 30/06/2024 31/12/2023 30/06/2023
Capital increase 11 8,851 4,096 4,115
Share buyback (Capital decrease) 11
(Acquisition)/disposal of treasury shares (1,087) 633 (384)
Borrowings issued 13.1 655,177 1,028,541 675,291
Borrowings repaid 13.1 (690,962) (1,092,443) (650,536)
Repayment of lease liabilities 13.1 (19,790) (36,516) (17,942)
Net financial interest paid(3) (52,199) (81,285) (34,770)
Dividends payable (204,979) (197,524) (197,524)
Dividends payable (non-controlling interests)
Acquisition of financial assets: Renewable Electricity
(5,523) (13,993) (10,176)
Production division (318) (14,627) (6,333)
Other cash flows from financing operations 2,345 8,502 -
CASH FLOWS RELATED TO FINANCING ACTIVITIES (308,485) (394,616) (238,259)
Impact of exchange rate changes 1,932 (70,173) (37,955)
CHANGE IN CASH AND CASH EQUIVALENTS (131,973) (215,222) (190,619)
Cash flows
Opening cash and cash equivalents(4) 589,685 804,907 804,907
Change in cash and cash equivalents (131,973) (215,222) (190,619)
Closing cash and cash equivalents(4) 457,712 589,685 614,288
Financial debt excluding lease liabilities 13.1 (1,949,004) (1,949,593) (2,060,200)
Cash and cash equivalents net of financial debt 13.1 (1,491,292) (1,359,908) (1,445,912)

(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.

(*) Breakdown of the impact of change in working capital: 30/06/2024 31/12/2023 30/06/2023
Impact of change in inventories and work in progress (46,061) (79,897) 10,527
Impact of change in trade and other receivables (5,243) (68,257) 3,014
Impact of change in trade and other payables 25,416 56,472 (61,543)
Impact of change in working capital (25,888) (91,682) (48,002)

NOTES TO THE 2024 CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS

1. ACCOUNTING POLICES

The condensed consolidated financial statements for the first half of 2024 were finalised by the Management Board on 4 September 2024, and reviewed by the Supervisory Board on 5 September 2024.

The condensed consolidated financial statements for the first half of 2024 of Rubis SCA and its subsidiaries ȋthe GroupȌ were prepared in accordance with )AS ͵Ͷ Dz)nterim Financial Reportingdz. The condensed half-yearly financial statements do not include all of the information required under IFRS, and should be read in conjunction with the Group's consolidated annual financial statements published for the year ended 31 December 2023. The accounting policies applied in the preparation of the condensed consolidated half-yearly financial statements for the period from 1 January to 30 June 2024 are identical to those applied for the consolidated annual financial statements for the year ended 31 December 2023 except for the application of new standards applicable for financial periods open from 1 January 2024.

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 2023 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 2024.

Hyperinflation in Suriname and Haiti

Suriname and Haiti have been among the hyperinflationary countries since 2021 and 2023 respectively.

The application of IAS 29 for the period from 1 January to 30 June 2024 resulted in an increase in consolidated equity of €ͳͺ million and non-material effects on the income statement for the period.

Standards, interpretations and amendments applicable as of 1 January 2024

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 2024:

Standard/Interpretation Date of mandatory
application
Amendments to IAS 1 Classification of liabilities as current or non-current
and non-current liabilities with covenants
1 January 2024
Amendments to IFRS 16 Leaseback liabilities 1 January 2024
Amendments to IAS 7 and IFRS 7 Supplier financing agreements 1 January 2024

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 1 January 2024 or which have not yet been adopted by the European Union.

2. SCOPE OF CONSOLIDATION AS OF 30 JUNE 2024

The consolidated financial statements for the six months ended 30 June 2024 include the Rubis financial statements and those of its subsidiaries listed in note 20.

Group of assets held for sale

On 10 April 2024, the Rubis Group announced the finalisation of an agreement with I Squared Capital for the disposal of its 55% stake in Rubis Terminal.

Rubis created the Rubis Terminal JV with I Squared (45% stake) in 2020 to implement a strategy of product diversification and geographic expansion, with a view to creating value for the company.

Rubis' plan to sell its stake in Rubis Terminal meets the criteria of IFRS 5 "Non-current assets held for sale" as of 30 June 2024.

In application of this standard:

  • the investment in the Rubis Terminal joint venture is presented on the separate balance sheet line "Groups of assets held for sale" as of 30 June 2024;
  • the line "Share of net income from joint ventures" as of 30 June 2024 includes Rubis' share of Rubis Terminal's net income for the period from 1 January 2024 to 31 March 2024.

As of 30 June 2024, completion of the transaction is subject to the lifting of a number of condition precedents, in particular the obtaining of all the necessary administrative authorisations.

3. CHANGES IN THE SCOPE OF CONSOLIDATION

During the first half of 2024, Rubis Photosol continued to invest, notably in a project located in France that has reached the RTB (Ready-to-Build) stage. The intangible asset recognised as of 30 June ʹͲʹͶ in respect of this transaction amounted to €.ͻ million.

At the same time, the Energy Distribution sector acquired two stakes in the renewable energies sector. Soleco Energy Limited (35.3%) and Ezdrive Antilles (49%) both qualify as joint arrangements and are consolidated using the equity method. Their contributions to the financial statements for the first half of 2024 are not material.

4. SUMMARY SEGMENT INFORMATION

In accordance with IFRS 8, operating segments reflect the level at which the Group's performance is assessed by the Group's main operational decision-makers (the Managers). This approach leads to a distinction between the following two segments:

• 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;

• the Renewable Electricity Production segment, specialising in the production of photovoltaic electricity.

Information by business segment

Reconciliation
30/06/2024
(in thousands of euros)
Energy
Distribution
Renewable
Electricity
Production
Rubis
Terminal (JV)
Parent company Eliminations Total
Revenue 3,314,423 24,352 110 3,338,885
Intersegment revenue 153 4,358 (4,511)
Revenue 3,314,576 24,352 4,468 (4,511) 3,338,885
Gross operating profit (EBITDA) 371,201 10,968 (23,717) 358,452
Current operating income (EBIT) 284,447 (2,927) (24,108) 257,412
Share of net income from joint
ventures
351 12 4,981 5,344
Operating income after share of
net income from joint ventures
285,098 (3,381) 4,981 (24,824) 261,874
Cost of net financial debt (43,583) (12,793) 3,058 9,468 (43,850)
Income tax expense (47,438) 2,447 336 (44,655)
Net income 155,705 (14,469) 4,981 (12,036) 134,181
Investments 67,989 34,727 450 103,166
Reconciliation
Renewable
30/06/2023 Energy Electricity Rubis Parent
(in thousands of euros) Distribution Production Terminal (JV) 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 (EBIT) 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

Breakdown by region (after elimination of intersegment transactions)

Reconciliation
30/06/2024
(in thousands of euros)
Europe Caribbean Africa Rubis
Terminal (JV)
Parent
company
Total
Revenue 428,402 1,652,598 1,257,775 110 3,338,885
Gross operating profit (EBITDA) 67,621 191,154 123,394 (23,717) 358,452
Current operating income (EBIT) 31,602 152,174 97,744 (24,108) 257,412
Operating income after share of net
income from joint ventures
32,688 151,554 97,475 4,981 (24,824) 261,874
Investments 50,387 26,298 26,031 450 103,166
Reconciliation
30/06/2023
(in thousands of euros)
Europe Caribbean Africa Rubis
Terminal (JV)
Parent
company
Total
Revenue 435,230 1,623,928 1,265,221 33 3,324,412
Gross operating profit (EBITDA) 67,680 168,915 188,833 (16,198) 409,230
Current operating income (EBIT) 36,585 134,247 168,889 (16,584) 323,137
Operating income after share of net
income from joint ventures
31,241 135,150 168,837 5,541 (16,584) 324,185
Investments 38,910 58,693 34,229 138 131,970

As of 30 June 2024, revenue amounted to:

  • €ͳ,ͲͷͶ million in France ȋincluding French Overseas territoriesȌ;
  • €Ͷͺͺ million in Kenya.

Information on revenue

30/06/2024
(in thousands of euros)
Energy
Distribution
Renewable
Electricity
Production
Parent
company
Total
Region
Europe 404,050 24,352 110 428,512
Caribbean 1,652,598 1,652,598
Africa 1,257,775 1,257,775
TOTAL 3,314,423 24,352 110 3,338,885
Products and services
Fuels, liquefied gas and bitumen 2,828,147 2,828,147
Refining 405,751 405,751
Trading, supply, transport and services 80,525 80,525
Photovoltaic electricity 24,352 24,352
Other 110 110
TOTAL 3,314,423 24,352 110 3,338,885
Renewable
30/06/2023 Energy Electricity Parent
(in thousands of euros) Distribution Production company Total
Region
Europe 410,255 24,975 33 435,263
Caribbean 1,623,928 1,623,928
Africa 1,265,221 1,265,221
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

5. NON-CONTROLLING INTERESTS

As of 30 June 2024, 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 20).

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) 30/06/2024 31/12/2023
Fixed assets 214,861 224,580
Net financial debt (cash and cash equivalents – liabilities) (82,941) (70,226)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 264,034 244,244
(in thousands of euros) 30/06/2024 30/06/2023
Net revenue 590,019 655,291
Net income 12,095 10,958
Group share 8,088 7,455
Share attributable to non-controlling interests 4,007 3,503
Other comprehensive income (704) 45
Group share (500) 32
Share attributable to non-controlling interests (204) 13
Comprehensive income for the period 11,391 11,003
Group share 7,588 7,487
Share attributable to non-controlling interests 3,803 3,516
Dividends paid to non-controlling interests 3,414 6,825
Cash flows related to operating activities 16,663 39,686
Cash flows related to investing activities (5,481) (19,409)
Cash flows related to financing activities (9,924) (52,835)
Change in cash and cash equivalents 1,258 (32,558)

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) 30/06/2024 31/12/2023
Fixed assets 89,410 92,455
Net financial debt (cash and cash equivalents – liabilities) (1,375) 4,363
Current liabilities (including loans due in less than one year and short-term bank borrowings) 18,735 18,810
(in thousands of euros) 30/06/2024 30/06/2023
Net revenue 84,901 85,763
Net income 5,213 9,259
Group share 2,710 5,002
Share attributable to non-controlling interests 2,503 4,257
Comprehensive income for the period 5,213 9,259
Group share 2,710 5,002
Share attributable to non-controlling interests 2,503 4,257
Dividends paid to non-controlling interests 2,030 2,746
Cash flows related to operating activities 4,360 13,508
Cash flows related to investing activities (5,935) (4,360)
Cash flows related to financing activities (963) (5,130)
Impact of exchange rate changes 134 389
Change in cash and cash equivalents (2,404) 4,407

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) 30/06/2024 31/12/2023
Fixed assets 501,352 476,873
Net financial debt (cash and cash equivalents – liabilities) (532,132) (507,843)
Current liabilities (including loans due in less than one year and short-term bank borrowings) 168,762 136,836
(in thousands of euros) 30/06/2024 30/06/2023
Net revenue 24,352 24,975
Net income (12,917) (15,919)
Group share (10,011) (12,455)
Share attributable to non-controlling interests (2,906) (3,464)
Other comprehensive income 5,232 (3,377)
Group share 3,994 (2,506)
Share attributable to non-controlling interests 1,238 (871)
Comprehensive income for the period (7,685) (19,296)
Group share (6,017) (14,961)
Share attributable to non-controlling interests (1,668) (4,335)
Dividends paid to non-controlling interests
Cash flows related to operating activities 29,935 (22,286)
Cash flows related to investing activities (41,548) (28,562)
Cash flows related to financing activities 28,081 38,507
Change in cash and cash equivalents 16,468 (12,341)

6. INTERESTS IN JOINT OPERATIONS

Group interests in joint operations were not material as of 30 June 2024.

7. INTERESTS IN JOINT VENTURES

The Group classifies several partnerships as joint ventures within the meaning of IFRS 11. Their contributions to the Group's financial statements were not material as of 30 June 2024.

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 2024, the Group did not identify any indications of impairment.

(in thousands of euros) 31/12/2023 Change in scope Hyperinflation Translation differences 30/06/2024
GOODWILL 1,659,544 2,208 9,207 63,538 1,734,497

Acquisitions made during the period are described in note 2 Scope of consolidation and are not material.

8.2 INTANGIBLE ASSETS

Gross value
(in thousands of euros)
31/12/2023 Change in
scope
Acquisitions Disposals Reclassificatio
ns
Translation differences 30/06/2024
Other concessions,
patents, similar rights
and development costs 38,587 5,091 (293) 346 1,003 44,734
Leases 2,197 60 2,257
Other intangible assets 88,951 6,950 1,174 (15) (1,063) (5) 95,992
TOTAL 129,735 6,950 6,265 (308) (717) 1,058 142,983
Depreciation Change in Reclassificatio Translation
(in thousands of euros) 31/12/2023 scope Increases Disposals ns differences 30/06/2024
Other concessions,
patents and similar
rights
(13,380) (615) 191 (797) (14,601)
Other intangible assets (25,690) (2,380) 15 (191) 71 (28,175)
TOTAL (39,070) (2,995) 15 (726) (42,776)

Changes in scope correspond to the acquisition of a project developed and ready-to-build in France (see note 3).

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

9.1 PROPERTY, PLANT AND EQUIPMENT

Gross value Translatio
(in thousands of
euros)
31/12/2023 Change in
scope
Acquisitions Disposals Reclassific
ations
Hyperinfla
tion
n differences 30/06/2024
Other property, plant
and equipment 350,308 27 6,948 (1,866) 6,942 3,461 5,039 370,859
Prepayments and
down payments on
property, plant and
equipment 8,908 1,574 (4) (1,644) 263 9,097
Assets in progress 222,978 377 66,813 (759) (91,945) (263) 6,023 203,224
Machinery,
equipment and tools 2,037,943 13,935 (12,517) 54,387 9,161 20,505 2,123,414
Land and buildings 1,135,881 1,598 (4,105) 31,510 19,519 16,867 1,201,270
TOTAL 3,756,018 404 90,868 (19,251) (750) 31,878 48,697 3,907,864
Depreciation Translatio
(in thousands of Change in Reclassific Hyperinfla n
euros) 31/12/2023 scope Increases Disposals ations tion differences 30/06/2024
Other property, plant
and equipment
(189,433) (10) (7,966) 1,451 (82) (3,316) (1,368) (200,724)
Facilities and
equipment (1,323,040) (50,965) 10,584 106 (6,626) (6,041) (1,375,982)
Land and buildings (497,030) (19,709) 3,883 (14,091) (5,448) (532,395)
TOTAL (2,009,503) (10) (78,640) 15,918 24 (24,033) (12,857) (2,109,101)
NET VALUE 1,746,515 394 12,228 (3,333) (726) 7,845 35,840 1,798,763

9.2 RIGHT-OF-USE ASSETS (IFRS 16)

Gross value Translation
(in thousands of euros) 31/12/2023 Acquisitions Disposals Hyperinflation differences 30/06/2024
Other property, plant and
equipment 1,525 32 (104) 7 1,460
Transport equipment 64,064 17,336 (11,547) 1,425 71,278
Machinery, equipment
and tools 32,551 31 (337) 2,409 321 34,975
Land and buildings 266,418 19,441 (9,540) 3,269 10,787 290,375
TOTAL 364,558 36,840 (21,528) 5,678 12,540 398,088
Depreciation Translation
(in thousands of euros) 31/12/2023 Increases Disposals Hyperinflation differences 30/06/2024
Other property, plant and
equipment (696) (153) 12 (4) (841)
Transport equipment (31 717)
(9 978) 848 (704) (41 551)
Machinery, equipment
and tools
(19 430) (1 134) 299 (1 755) (206) (22 226)
Land and buildings (81 951) (10 367) 4 512 (1 978) (3 062) (92 846)
TOTAL (133 794) (21 632) 5 671 (3 733) (3 976) (157 464)
NET VALUE 230 764 15 208 (15 857) 1 945 8 564 240 624

10. FINANCIAL ASSETS

10.1 OTHER FINANCIAL ASSETS

DzOther financial assetsdz as of ͵Ͳ June ʹͲʹͶ include:

Gross value
(in thousands of euros) 30/06/2024 31/12/2023
Equity interests 90,453 91,749
Other receivables from investments 11,237 11,241
Loans, deposits and guarantees 66,019 66,325
Fair value of financial instruments 52,048 50,117
TOTAL OTHER FINANCIAL ASSETS 219,757 219,432
Impairment (66,455) (50,639)
NET VALUE 153,302 168,793

Equity interests in non-controlled entities correspond mainly to:

  • the 17.6% 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 operations.

Loans, deposits and guarantees paid include a USD loan of €ͺ million, repayable in October ʹͲʹͷ, granted by the subsidiary RWIL Suriname to the State of Suriname. The current portion of this loan is included in DzOther current assetsdz for €ͳ million. This item also includes €͵͵ million in treasury bills owed to the Kenyan government by distribution entities based in Kenya.

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 €ͳ.ͻ 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) 30/06/2024 31/12/2023
Loans, deposits and guarantees 16,958 16,150
Fair value of financial instruments 6,254 3,730
GROSS CURRENT FINANCIAL ASSETS 23,212 19,880
Impairment
NET CURRENT FINANCIAL ASSETS 23,212 19,880
Prepaid expenses 40,050 22,334
CURRENT ASSETS 40,050 22,334
TOTAL OTHER CURRENT ASSETS 63,262 42,214

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) 30/06/2024 31/12/2023
Trade and other receivables 617,738 607,140
Employee receivables 1,919 2,167
Government receivables 143,627 126,167
Other operating receivables 83,838 78,318
TOTAL 847,122 813,792
Impairment
(in thousands of euros)
31/12/2023
Additions Reversals 30/06/2024
Trade and other receivables
27,206
4,072 (2,141) 29,137
Other operating receivables
5,176
738 (34) 5,880
TOTAL
32,382
4,810 (2,175) 35,017

In the first half of 2024, losses on receivables remained stable and were not material.

Assignment of receivables

Rubis has set up receivables and factoring programmes, particularly in Martinique, under which the subsidiary sells trade receivables to the factor or financial institution in exchange for cash. Some programmes are deconsolidating.

As of ͵Ͳ June ʹͲʹͶ, the carrying amount of the receivables sold and deconsolidated was €͵ͻ million, virtually all the risks and rewards of these receivables having been transferred. For nondeconsolidating programmes, amounts repayable in respect of these programmes are shown under DzBorrowings and short-term bank borrowings ȋportion due in less than one yearȌdz on the DzOther loans and similar liabilitiesdz line.

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) 30/06/2024 31/12/2023
Europe 108,393 103,561
Caribbean 151,666 145,878
Africa 328,542 330,495
TOTAL 588,601 579,934

11. EQUITY

As of 30 June 2024, the share capital consisted of 104,158,122 fully paid-up shares, with a par value of €ͳ.ʹͷ each, i.e. a total amount of €ͳ͵Ͳ,ͳͻͺ 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 2024 103,195,172 128,994 1,553,933
Exercise of stock options 1,995 2 57
Company savings plan 559,881 701 8,094
Performance shares vested 401,074 501 (501)
Capital increase expenses (3)
As of 30 June 2024 104,158,122 130,198 1,561,561

As of 30 June 2024, Rubis held 81,253 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 ͵ 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 2024, 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) 1,204
Share premium increase (decrease) 7,647
Capital increase (decrease) on the balance sheet 8,851
Share buyback (capital decrease)
Capital increase (decrease) in the statement of cash flows 8,851

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 204,979
Payment of the dividend in shares
Dividends paid in the statement of cash flows 204,979

12. STOCK OPTIONS AND BONUS SHARES

The terms of the stock option and bonus share plans outstanding as of 30 June 2024 are set out in the tables below:

STOCK OPTIONS
Date of Management Board
Outstanding as
of 31/12/2023
Rights issued Rights
exercised
Rights
cancelled
Outstanding as
of 30/06/2024
6 November 2020 84,740 (1,995) (42,911) 39,834
1 April 2021 5,616 (2,810) 2,806
TOTAL 90,356 (1,995) (45,721) 42,640
Number of
STOCK OPTIONS outstanding Exercise expiry Exercise price Options
Date of Management Board options date (in euros) exercisable
6 November 2020 39,834 Mar.-34 29.71
1 April 2021 2,806 Mar.-34 40.47
TOTAL 42,640
BONUS PERFORMANCE SHARES
Date of Management Board
Outstanding as
of 31/12/2023
Rights issued Rights
exercised
Rights
cancelled
Outstanding as
of 30/06/2024
6 November 2020 769,645 (379,318) (390,327)
1 April 2021 43,516 21,756 21,760
13 December 2021 115,323 115,323
20 July 2022 514,770 514,770
TOTAL 1,443,254 (401,074) (412,087) 630,093

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) 30/06/2024 31/12/2023
Current and non-current borrowings and financial debt 1,949,004 1,949,593
Cash and cash equivalents 457,712 589,685
NET FINANCIAL DEBT (EXCLUDING LEASE LIABILITIES) 1,491,292 1,359,908
Lease liabilities (current and non-current) 246,729 238,758
NET FINANCIAL DEBT 1,738,021 1,598,666

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

Current
(in thousands of euros) 30/06/2024 31/12/2023
Bank loans 406,605 421,522
Interest accrued not yet due on loans and bank overdrafts 6,097 7,882
Bank overdrafts 292,448 318,493
Other loans and similar liabilities 20,936 35,622
TOTAL BORROWINGS AND SHORT-TERM BANK BORROWINGS (PORTION DUE IN LESS
THAN ONE YEAR) 726,086 783,519
Non-current
(in thousands of euros) 30/06/2024 31/12/2023
Bank loans 1,178,249 1,125,525
Customer deposits on tanks 15,344 15,670
Customer deposits on cylinders 136,437 136,115
Other loans and similar liabilities 44,669 40,549
TOTAL BORROWINGS AND FINANCIAL DEBT 1,374,699 1,317,859
TOTAL 2,100,785 2,101,378

Non-current borrowings and financial debt More than 5
(in thousands of euros) 1 to 5 years years
Bank loans 900,727 277,522
Other loans and similar liabilities 27,333 17,336
TOTAL 928,060 294,858

The change in borrowings and other financial liabilities during the first half-year 2024 breaks down as follows:

Change in Translation
(in thousands of euros) 31/12/2023 scope Issue Repayment differences 30/06/2024
Current and non-current
borrowings and financial debt 1,949,593 182 659,427 (698,666) 38,468 1,949,004
Lease liabilities (current and
non-current) 238,758 36,760 (36,906) 8,117 246,729
TOTAL 2,188,351 182 696,187 (735,572) 46,585 2,195,733

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 130,833 1,047,416
Bank loans (portion due in less than one year) 54,697 351,908
TOTAL 185,530 1,399,324

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 155,362 50,823 97,738 6,801
Variable
rate 1,388,620 341,536 781,358 265,726 YES
Indian rupee Fixed rate
Variable
rate 453 121 332
US dollar Fixed rate 1,777 498 1,279
Variable
rate 10,251 10,251
Barbados dollar Fixed rate 25,999 3,376 18,765 3,858
Variable
rate
Malagasy Ariary Fixed rate 2,392 1,255 1,137
Variable
rate
TOTAL 1,584,854 406,605 900,727 277,522

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

Financial covenants

As of 30 June 2024, there is no situation of non-compliance with these ratios that could result in the early repayment of the loans.

Supply chain factoring

Some subsidiaries in the Energy Distribution activity have set up paying agent agreements with financial institutions, enabling certain Group suppliers to assign their receivables due from the Group.

This financing programme enables the Group to benefit from extended payment terms for its liabilities to these suppliers. Liabilities for which payment terms have been extended are presented in the DzBorrowings and short-term bank borrowings (portion due in less than one

yearȌdz on the line DzOther loans and similar liabilitiesdz. As of ͵Ͳ June ʹͲʹͶ, the amounts due in respect of these programmes amounted to €ͳ million. The cash flows related to these liabilities are classified as cash flows related to financing activities.

Liquidity risk

As of ͵Ͳ June ʹͲʹͶ, the Group had used confirmed credit facilities totalling €ͺͲͷ million. The amount of credit facilities confirmed but not used as of ͵Ͳ June ʹͲʹͶ amounted to €ͳͶͻ million.

At the same time, the Group has €Ͷͷͺ 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 30/06/2024
SCHEDULE OF LEASE LIABILITIES 33,109 78,843 134,777 246,729

Other information relating to leases (IFRS 16)

As of 30 June 2024, the amount of rent paid (restated leases and exempted leasesȌ totalled €ͷ.ʹ million and income from sub-letting amounted to €͵. million.

Rents not restated as of 30 June 2024 break down as follows:

  • leases exempted:
    • o term of less than ͳʹ months, totalling €ʹ.ͷ million;
    • o assets with a low unit value, totalling €Ͳ.ͷ million;
  • variable portion of rents of €ͳͲ.ͷ 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 French Competition Authority launched an investigation into practices in the fuel supply, storage and distribution sector. At the end of ʹͲʹ͵, the Competition Authority's Investigation Department sent several players in the French oil industry — including three Group entities — a notification of grievances relating to alleged cartel practices in this sector. Receipt of this document in no way prejudges any future conviction. During the first half of 2024, the Group submitted its observations and fully and firmly contested the merits of the ongoing proceedings. As of 31 December 2023, no provision has been recognised, as management considers that the criteria for recognising a provision are not met under IFRS.

14. PROVISIONS

Non-current
(in thousands of euros) 30/06/2024 31/12/2023
Provisions for contingencies and expenses 107,712 90,714
Dismantling and clean-up provisions 49,298 47,106
TOTAL 157,010 137,820

Provisions for contingencies and expenses include:

  • the Group's 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.

(in thousands of euros) 31/12/2023 Additions Reversals(1) Hyperinflation Translation differences 30/06/2024
Provisions for contingencies and
expenses 90,714 41,875 (25,643) 766 107,712
Dismantling and clean-up
provisions 47,106 1,249 (1,562) 1,299 1,206 49,298
TOTAL 137,820 43,124 (27,205) 1,299 1,972 157,010

ȋ1Ȍ )ncluding €6ͺ thousand in reversals not applicable.

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 Group's clean-up and remediation obligations.

15. OTHER OPERATING INCOME AND EXPENSES

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

(in thousands of euros) 30/06/2024 30/06/2023
Income from disposal of property, plant and equipment and intangible assets (140) 701
Costs related to strategic acquisitions (294) (6,723)
Other expenses, income and provisions (143) 480
Impact of business disposals/acquisitions (305) 282
TOTAL (882) (5,260)

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

16. OTHER FINANCE INCOME AND EXPENSES

(in thousands of euros) 30/06/2024 30/06/2023
Foreign exchange income (32,467) (80,334)
Other net finance income and expenses (233) 1,872
TOTAL (32,700) (78,462)

17. INCOME TAX

International tax reform

The international tax reform agreed by the OECD at the end of 2021, known as "Pillar 2", which aims to establish a minimum tax rate of 15%, has been adopted by France as part of the Finance Act for 2024 voted on before 31 December 2023. It applies in France for all financial years beginning on or after 1 January 2024.

In view of its turnover, the Rubis Group falls within the scope of this reform. In this context, Rubis SCA is the Ultimate Parent Entity (UPE) and may be liable, where applicable, for additional tax in relation to its low-tax subsidiaries.

As of 30 June 2024, the application of this reform resulted in an increase in the Effective Tax Rate of around 6%, taking into account the tax reforms introduced in some of the countries in which the Group operates. These tax reforms will continue throughout 2024.

In its financial statements for the first half of 2024, the Group has maintained the exception for non-recognition of deferred tax relating to Pillar 2 as provided for in the amendments to IAS 12 "Income Taxes".

18. 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) 30/06/2024 30/06/2023
Net income, Group share 129,503 170,624
Impact of stock options on income 28 44
Consolidated net income after recognition of the impact of stock options on income 129,531 170,668
Number of shares at the beginning of the period 103,195,172 102,953,566
Company savings plan 56,755 25,154
Preferential subscription rights 124,947
Weighted average number of shares outstanding 103,376,874 102,978,720
Bonus performance shares 174,822
Stock options 42,640
Diluted weighted average number of shares 103,594,336 102,978,720
Undiluted earnings per share (in euros) 1.25 1.66
Diluted earnings per share (in euros) 1.25 1.66

19. TRANSACTIONS WITH RELATED PARTIES

There was no significant variation in the nature of transactions with related parties in the first half of 2024 compared with 31 December 2023.

20. LIST OF CONSOLIDATED COMPANIES AS OF 30 JUNE 2024

The condensed consolidated half-yearly financial statements as of 30 June 2024 include the Rubis financial statements and those of its subsidiaries listed in the table below.

Name Registered
office/Country
30 June 24
% control
31 Dec. 23
% control
30 June 24
% interest
31 Dec. 23
% interest
Consolidation
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 (universal transfer
of assets)
France 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
RD3A France 100.00% 100.00% 100.00% 100.00% FC
Rubis Restauration et
Services
France 100.00% 100.00% 100.00% 100.00% FC
Vitogas España S.A. Spain 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% 100.00% 100.00% FC
Alentejo Portugal 100.00% 100.00% FC
Vitogaz Switzerland AG Switzerland 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

Registered 30 June 24 31 Dec. 23 30 June 24 31 Dec. 23 Consolidation
Name
Eccleston Co Ltd
office/Country
Republic of Mauritius
% control
100.00%
% control
100.00%
% interest
100.00%
% interest
100.00%
method*
FC
Vitogaz Comores Union of the Comoros 100.00% 100.00% 100.00% 100.00% FC
Islands
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
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% 100.00% 100.00% FC
Société Réunionnaise de
Produits Pétroliers (SRPP)
France 100.00% 100.00% 100.00% 100.00% FC
Société d'importation et de
distribution de Gaz liquéfiés
dans l'Océan )ndien ȋSigloiȌ
France 100.00% 100.00% 100.00% 100.00% FC
EZ Drive Antilles France 49.00% 49.00% JV (EM)
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

Registered 30 June 24 31 Dec. 23 30 June 24 31 Dec. 23 Consolidation
Name office/Country % control % control % interest % interest method*
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
Soleco Barbados 35.30% 35.30% JV (EM)
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
St James LG Barbados 100.00% 100.00% 100.00% 100.00% FC
Kensington LG 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 Republic of Panama 100.00% 100.00% 100.00% 100.00% FC
Company SA
Rubis Asphalt Togo Togo 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
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 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

Registered 30 June 24 31 Dec. 23 30 June 24 31 Dec. 23 Consolidation
Name
Rubis Energy Zambia Ltd
office/Country
Zambia
% control
100.00%
% control
100.00%
% interest
100.00%
% interest
100.00%
method*
FC
Rubis Energy Zimbabwe Zimbabwe 55.00% 55.00% 55.00% 55.00% FC
(Private) Ltd
Soida
Angola 35.00% 35.00% 35.00% 35.00% JV (EM)
Rubis Photosol France 78.51% 78.51% 78.51% 78.51% FC
Photosol France 78.49% 78.49% 78.49% 78.49% FC
Aedes & Photosol
Développement
France 39.26% 39.26% 39.26% 39.26% JV (EM)
Airefsol Énergies 1 France 78.49% 78.49% 78.49% 78.49% FC
Airefsol Énergies 7 France 78.49% 78.49% 78.49% 78.49% FC
Alpha Énergies
Renouvelables
France 78.02% 78.02% 78.02% 78.02% FC
Centrale Photovoltaïque de
Ychoux
France 78.50% 78.50% 78.50% 78.50% FC
Centrale Photovoltaïque
Lagune de Toret
France 78.49% 78.49% 78.49% 78.49% FC
Centrale Photovoltaïque le
Bouluc de Fabre
France 78.49% 78.49% 78.49% 78.49% FC
Cilaos France 78.49% 78.49% 78.49% 78.49% FC
Clotilda France 78.49% 78.49% 78.49% 78.49% FC
Cpes de L'ancienne Cokerie France 78.49% 78.49% 78.49% 78.49% FC
Dynamique Territoires
Développement
France 78.51% 78.51% 78.51% 78.51% FC
EPV France 78.49% 78.49% 78.49% 78.49% FC
Firinga France 78.49% 78.49% 78.49% 78.49% FC
Inti SAS France 78.49% 78.49% 78.49% 78.49% FC
Maïdo France 78.49% 78.49% 78.49% 78.49% FC
Phoebus France 78.49% 78.49% 78.49% 78.49% FC
Photom Services France 78.45% 77.20% 78.45% 77.20% FC
Photosol Bordezac
Développement
France 78.49% 78.49% 78.49% 78.49% FC
Photosol Bourbon France 78.49% 78.49% 78.49% 78.49% FC
Photosol Brossac France 78.49% 78.49% 78.49% 78.49% FC
Photosol CRE 4 France 78.49% 78.49% 78.49% 78.49% FC
Photosol Développement France 78.51% 78.51% 78.51% 78.51% FC
Photosol Hermitage France 78.51% 78.51% 78.51% 78.51% FC
Photosol Invest 2 France 78.51% 78.51% 78.51% 78.51% FC
Photosol Maransin France 78.51% 78.51% 78.51% 78.51% FC
Photosol Roullet (universal
transfer of assets)
France 78.51% 78.51% FC
Photosol Sarrazac
Développement
France 78.49% 78.49% 78.49% 78.49% FC
Photosol Villefranche sur
Cher Développement
France 78.49% 78.49% 78.49% 78.49% FC
PV Ecarpiere France 78.49% 78.49% 78.49% 78.49% FC
Société du Parc
Photovoltaïque de la
Commanderie
France 78.49% 78.49% 78.49% 78.49% FC
Solaire du Lazaret France 78.49% 78.49% 78.49% 78.49% FC

Registered 30 June 24 31 Dec. 23 30 June 24 31 Dec. 23 Consolidation
Name office/Country % control % control % interest % interest method*
Territoires Énergies
Nouvelles
France 78.49% 78.49% 78.49% 78.49% FC
Thorenc PV France 78.49% 78.49% 78.49% 78.49% FC
Photosol Mobexi France 77.69% 77.69% 77.69% 77.69% FC
Photosol Développement
France
France 78.51% 78.51% 78.51% 78.51% FC
ENER5 France 40.04% 40.04% FC
Energy from sharing 6 France 70.66% 70.66% FC
Photosol Energies Locales France 78.51% 78.51% FC
Photosol SPV 1 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 2 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 3 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 4 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 5 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 6 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 7 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 9 France 56.47% 56.47% 56.47% 56.47% FC
Photosol SPV 10 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 11 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 12 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 13 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 14 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 15 France 52.68% 52.68% 52.68% 52.68% FC
Photosol SPV 16 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 17 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 18 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 22 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 25 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 26 France 52.68% 78.51% 52.68% 78.51% FC
Photosol SPV 27 France 78.50% 78.50% 78.50% 78.50% FC
Photosol SPV 28 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 29 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 30 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 31 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 32 France 72.68% 72.68% 72.68% 72.68% FC
Photosol SPV 33 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 34 France 71.36% 71.36% 71.36% 71.36% FC
Photosol SPV 35 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 36 France 65.96% 65.96% 65.96% 65.96% FC
Photosol SPV 37 France 72.01% 72.01% 72.01% 72.01% FC
Photosol SPV 38 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 39 France 64.34% 64.34% 64.34% 64.34% FC
Photosol SPV 40 France 78.49% 78.49% 78.49% 78.49% FC

Registered 30 June 24 31 Dec. 23 30 June 24 31 Dec. 23 Consolidation
Name office/Country % control % control % interest % interest method*
Photosol SPV 43 France 67.09% 67.09% 67.09% 67.09% FC
Photosol SPV 44 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 45 France 78.49% 78.51% 78.49% 78.51% FC
Photosol SPV 46 France 78.49% 78.51% 78.49% 78.51% FC
Photosol SPV 48 France 52.68% 52.69% 52.68% 52.69% FC
Photosol SPV 49 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 50 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 51 France 52.68% 52.69% 52.68% 52.69% FC
Photosol SPV 52 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 53 France 52.68% 52.69% 52.68% 52.69% FC
Photosol SPV 54 France 52.68% 52.69% 52.68% 52.69% FC
Photosol SPV 55 France 78.49% 78.49% 78.49% 78.49% FC
Photosol SPV 56 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 58 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 59 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 60 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 61 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 63 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 65 France 78.49% 78.51% 78.49% 78.51% FC
Photosol SPV 67 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 68 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 69 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 70 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 71 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 72 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 73 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 74 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 75 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 76 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 77 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 78 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 79 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 80 France 78.51% 78.51% 78.51% 78.51% FC
Photosol SPV 81 France 78.51% 78.51% FC
Photosol SPV 82 France 78.51% 78.51% FC
Photosol SPV 83 France 78.51% 78.51% FC
Photosol SPV 84 France 78.51% 78.51% FC
Photosol SPV 85 France 78.51% 78.51% FC
Photosol SPV 86 France 78.51% 78.51% FC
Photosol SPV 88 France 78.51% 78.51% FC
Photosol SPV 89 France 78.51% 78.51% FC
Euroridge Solar Holding S.àr.l Luxembourg 78.51% 78.51% 78.51% 78.51% FC

Name Registered
office/Country
30 June 24
% control
31 Dec. 23
% control
30 June 24
% interest
31 Dec. 23
% interest
Consolidation
method*
Thorenc PV Holding S.àr.l Luxembourg 78.51% 78.51% 78.51% 78.51% FC
Photosol Italia Italy 78.49% 78.49% 78.49% 78.49% FC
Photosol Energia Italia Italy 78.51% 78.51% 78.51% 78.51% FC
VPD Solar 01 Italy 78.49% 78.49% 78.49% 78.49% FC
VPD Solar 05 Italy 78.49% 78.49% 78.49% 78.49% FC
VPD Solar 06 Italy 78.49% 78.49% 78.49% 78.49% FC
VPD Solar 09 Italy 78.49% 78.49% 78.49% 78.49% FC
Photosol España Assets Spain 78.49% 78.49% 78.49% 78.49% FC
Photosol Desarrollos Spain 78.51% 78.51% 78.51% 78.51% FC
Photosol Energia Polska Poland 78.51% 78.51% 78.51% 78.51% FC
Desarrollos Renovables Ayala Spain 78.51% 78.51% 78.51% 78.51% FC
Desarrollos Renovables
Balmaseda
Spain 78.51% 78.51% 78.51% 78.51% FC
Rubis Photosol ES SPV3 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV4 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV5 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV6 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV7 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV8 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV9 Spain 78.51% 78.51% FC
Rubis Photosol ES SPV10 Spain 78.51% 78.51% 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, Rubis Energy Kenya, SARA and Photosol Développement hold nonmaterial interests that have not been consolidated to date.

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 the first half of 2024.

21. EVENTS AFTER THE REPORTING PERIOD

The Group announced on 19 July 2024 that its subsidiary Rubis Énergie SAS had signed its first ever US Private Placement (USPP) under French law with PGIM Private Capital ("PPC"), the private equity arm of PGIM Inc, the asset management company of Prudential Financial Inc, for \$ʹͷ million. Rubis Énergie SAS is to issue three series of €Ͳ million each senior unsecured bonds with bullet maturities of 8, 10 and 12 years.

Rubis Énergie retains nearly \$40 million available under the agreement for future issues over the next two years.

This new USPP financing enables Rubis to diversify its sources of financing while extending the current average maturity of its debt from three to five years and paves the way for other potential USPP transactions.

STATUTORY AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

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 ȋDzCode monétaire et financierdzȌ, 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, 2024 to June 30, 2024.
  • 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. 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.

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.

Neuilly-sur-Seine and Paris La Défense, September 5, 2024 The Statutory Auditors

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

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, 5 September 2024

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

SERVING THE ENERGIES OF TODAY AND TOMORROW