Rubis proposed Monday converting its French partnership limited by shares into a joint-stock company, a shift that would give the Euronext Paris-listed group two boards and 12,719,328 shares to its General Partners.
Rubis currently operates as a société en commandite par actions (SCA). The proposed société anonyme (SA) would have a Management Board and a Supervisory Board. The company linked the plan to a succession and management transition initiated by its founders.
Rubis said its Supervisory Board delivered a unanimous favorable opinion on the proposal; shareholders still need to decide. Jean-Christian Bergeron is proposed to chair the Management Board. Marc Jacquot would oversee Finance, IT & Renewables, while Fred Royer would lead Bitumen & Business Development. Jacques Riou and Clarisse Gobin-Swiecznik would join the current 11-member Supervisory Board, with Marc-Olivier Laurent remaining its chairman.
The General Partners would receive 12,719,328 newly issued shares to compensate for rights they would lose with their current status. Rubis said the shares would equal about 12.3% of capital before issuance and 11% afterward. After conversion, the former General Partners would have reference-shareholder status and commit to holding the shares for two years, subject to customary exceptions, whether or not they keep operational management roles. Shareholders who receive no new shares would own a smaller proportion of the enlarged capital, an inference from Rubis’ percentages.
Rubis said a simpler legal structure could help investors understand the group, support continuity through the management transition and provide more strategic and financial flexibility for growth and acquisitions. Supervisory Board Chairman Marc-Olivier Laurent called the proposal “an important and positive development for Rubis.”
The conversion depends on shareholder approval and a final decision from France’s Autorité des marchés financiers (AMF) that no mandatory tender offer is required. Rubis said that decision must no longer be open to appeal. The company expects shareholders to consider the proposal at a meeting on Dec. 9, 2026.
