Contents. Organisation Chart of Operations at 31 December Group Executive Management 6 G r o u p s history 8. Information Policy 1 3

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2 Graham Greene

3 Contents All words marked with an asterisk can be found in the glossary of business terms for RUBIS TERMINAL on page 32 and R U B I S É N E R G I E on page 48 Presentation of the Group Organisation Chart of Operations at 31 December Group Executive Management 6 G r o u p s history 8 Message from the Management Board, Strategy and Outlook 1 0 Information Policy 1 3 Selected Financial Information Pages Consolidated Key Figures for the Group 1 4 Overview of the Group s Activities 1 5 Stock Market Information 2 4 Group activities 00 BULK INDUSTRIAL LIQUID STORAGE 26 Glossary of Business Terms 32 Key Figures 33 Development Projects 34 Stored Products 35 Trade 37 Increase in the storage capacity of motor fuels, diesel and heating-oil 38 RUBIS TERMINAL s position in motor fuel and fuel logistics 38 Change in RUBIS TERMINAL s motor fuel and fuel oil traffic 40 RUBIS TERMINAL: port operator 41 2 ANNUAL REVIEW 2005

4 DISTRIBUTION of LPG and PETROLEUM PRODUCTS 42 (Previously called RUBIS GAZ) Glossary of Business Terms 48 Consolidated Key Figures 49 RUBIS ÉNERGIE France 51 - Metropolitan France 51 - Antilles - Guyana 53 RUBIS ÉNERGIE Africa 54 - Morocco 55 - Madagascar - Comoros Islands 58 - Senegal 61 General information 64 Risk Factors, Policy of Prevention and Cover Risks related to the Environment 66 Trading Risks 66 Market Risks 70 Legal Risks 73 Business Assets, Financial Situation, Results Consolidated Financial Statements 2005 and 2004 (IFRS) and 2004 and 2003 (French standards) 74 Consolidated Statement of Cash Flow 80 Notes to the Consolidated Financial Statements Auditors Fees 127 Commitments, Pledges 128 A Société en Commandite par Actions with capital of euros Head office: 105, avenue Raymond-Poincaré Paris Paris Trade Registry Tel.: 33 (01) Fax: 33 (01) Investors Relations: Tel.: 33 (01) rubis@rubis.fr Websites: Design and production: G. de Pinel Communication - Tél.: 33 (01) gdepinel@club-internet.fr Photos credits: RUBIS group photo library- Aeroview (Autorité du Port de Rotterdam) - Port d Anvers - Ph. Bastin - T. Beyne G. Dacquin S. Querbes - J. N. de Soye - S. Tourné - Illustration : T. Haessig - D. Bailly and Jean-Eudes and with the agreement of the spouse, mother and/or father of the directors ANNUAL REVIEW

5 Bulk industrial liquid storage RUBIS TERMINAL is 99.03% owned by RUBIS TERMINAL ROUEN R O U E N TERMINAL DUNKIRK D U N K I R K STRASBURG PARIS RUBIS STOCKAGE MULHOUSE LYON RUBIS STOCKAGE 99.03% DS 1 VILLENEUVE LA GARENNE V I L L A G E N E U F S A L A I S E SOCIÉTÉ du DÉPÔT de SAINT-PRIEST LYON 99.03% STOCKBREST BREST 64.37% SOCIÉTÉ EUROPÉENNE de STOCKAGE STRASBURG 63.54% 4 ORGANISATION CHART 2005

6 Distribution of lpg and petroleum products VITOGAZ is owned by RUBIS HP TRADING FRANCE SICOGAZ 35% SIGALNOR 20.94% NORGAL SIGL Antilles 50% STOCABU Antilles 24% SARA Antilles 70% LASFARGAZ MOROCCO 99.97% INDIAN OCEAN SENEGAL The figures on this organisation chart represent Rubis equity interest percentages at 31 December 2005, apart from the Italian division which was sold on 2 February ORGANISATION CHART

7 Supervisory Board Group M a n a g e m e n t Frank S. LAW* Commander of the British Empire Honorary Chairman Olivier HECKENROTH * Chairman Nils Christian BERGENE Olivier DASSAULT Jean-Claude DEJOUHANET Jean-Pierre FOLIGUET Hervé JOUBEAUD * Christian MORETTI Gilles GOBIN General and Managing Partner Jacques RIOU General and Managing Partner Bruno KRIEF Chief Financial Officer Françoise DECKER Legal Director and Secretary Arielle CARRICART Accounting Director Evelyne PELOYE Executive Vice - President for Communications Erik POINTILLART * Gilles de SUYROT Philip J. VAN GESTEL * Member of the Accounting Committee 6 GROUP EXECUTIVE MANAGEMENT

8 ROUEN Jean-Philippe LAILLÉ R O U E N DUNKIRK Gérard HAUDUC D U N K I R K Olivier MISTRAL Chief Executive Officer François TERRASSIN Executive Vice-President for Sales Frédéric VELTER Executive Vice-President for O p e r a t i o n s STRASBURG - MULHOUSE Régine ALOIRD BREST Joël VALLIN SAINT-PRIEST Isabelle CORDIER DS 1 V I L L A G E N E U F Bruno HAYEM Executive Vice-President for Finance LYON Robert MARIN S A L A I S E PARIS Jean-Marc LÉGLISE V I L L E N E U V E LA GARENNE FRANCE AFRICA Christian COCHET Chief Executive Officer Jean-Pierre HARDY Chief Operating Officer Gilles KAUFFEISEN Chief Finance Officer Gérard LAFITE Technical Managing Director Bruno GIRARD Supply Managing Director Olivier CHAPERON Marketing Frédéric DUBOST Operations Gérard PAOLI Customer Service manager Daniel MOREAU Health Safety and Environment Bernard d AUBIGNY Accounting Director and Secretary MOROCCO Olivier NECHAD General MADAGASCAR Arnaud HAVARD General COMOROS Rémy GRONDIN General ANTILLES GUYANA Philippe SULTAN General SENEGAL Didier CLOT General GROUP EXECUTIVE MANAGEMENT 7

9 1990 Creation of RUBIS Investment & Cie RUBIS Investment & Cie takes a 96.87% equity interest in Cie de Penhoët Merger of RUBIS Investment & Cie with Cie de Penhoët to become RUBIS & Cie Acquisition of CPA s bulk liquid storage division, which will become RUBIS TERMINAL Acquisition of the VITOGAZ butane and propane gas distribution division (RUBIS GAZ) Acquisition of the petroleum depot at Brest. Flotation on the Second Marché of the Paris stock market Acquisition of the petroleum depot at Saint-Priest. Launch of the LPG motor fuel distribution brand GAZ L at hypermarkets RUBIS GAZ commences operations in Morocco. 8 GROUP S HISTORY

10 1998 RUBIS GAZ commences operations in Italy Extension of Brest and Saint- Priest oil depots The gas distribution division buys L AUTOGAS MERIDIONALE Italy and commences operations in Madagascar Completion and start-up of the Moroccan LPG terminal* Launch of VITOGAZ activities in Madagascar, the Comoros Islands and Morocco. Acquisition of PROPÉTROL (storage of petroleum products in France) Consolidation of RUBIS TERMINAL s local positions in Brest, Strasburg and Rouen RUBIS GAZ commences operations in Senegal. R A P P O R T A N N U E L RUBIS included in the new benchmark indices CAC Mid 100, CAC Mid and Small 190, and SBF Decision to dispose of the business in Italy. Operations commence in the Antilles French Guyana. Partnership with BP for the distribution of LPG motor fuel. GROUP S HISTORY 9

11 1 - Can you remind us about the business that Rubis operates? RUBIS is active in two downstream petroleum businesses: storage of petroleum products and chemicals through RUBIS TERMINAL and the distribution of petroleum products, particularly liquefied petroleum gas (LPG), through RUBIS ÉNERGIE and its commercial brands of VITOGAZ and GAZ L. 2 - What are your strong points? We are active in highly strategic markets: logistics and the supply of energy. Our businesses are resistant to fluctuations in the economy and our results vary little on changes in the price of commodities. We receive rent for storage, and in distribution, changes in international prices are passed on to end customers. Also, the activities of RUBIS give us a strong position in the business of clean energies (storage of biofuels, distribution of LPG, and less polluting motor fuels and heating fuels, etc.). In general, we position ourselves in clearly-defined geographic markets, where logistics bottlenecks occur. This is our speciality and we possess a real competitive advantage in this business. 3 - What progress did the Group make in 2005? Five major events made a structural impact on the RUBIS Group both in terms of expansion and strengthening its financial structure. Firstly, we acquired the remaining 34% of the equity of our subsidiary VITOGAZ. This involved a significant investment in our businesses (26.5 million euros), and will give the Group full freedom to allocate its resources and should increase net profit by around 2 million euros per full year. The second event was the signing of an agreement with the port of Rotterdam, granting us a concession of 7 hectares, in a particularly well-positioned site at the chemicals port. Following the acquisition of a concession at the port of Antwerp in 2004, this transaction marks a decisive step in our determination to project our storage business 10 MESSAGE from the MANAGEMENT BOARD

12 beyond mainland France. Once these projects have been developed, RUBIS TERMINAL will be one of the few operators to be present at both Rotterdam and Antwerp, two of the busiest petrochemicals ports in the world. In addition to chemicals storage, transhipment activities will also be possible. The third event was the agreement with the Shell Group to buy out its activities in the French Antilles, which took effect on 1 December 2005 with the creation of RUBIS ANTILLES GUYANE, a substantial business with annual turnover of 370 million euros. This transaction enabled us to acquire a complementary new dimension, thanks to the takeover of a network of 54 service stations, but also thanks to our 24% interest in the Antilles (Martinique) refinery, which makes us the second largest shareholder. This new business gives us the right with the associated responsibility of participating in supplying this refinery with crude and providing the region with finished products. An operation in this region of the world establishes us in a new economic structure which is bound to open up further opportunities for us. The fourth event concerns our withdrawal from Italy. As Italy is the leading LPG market in Europe by size, we wanted to invest there in anticipation of a movement towards consolidation in a country where several hundred companies of all sizes co-exist. But the fact is that this consolidation is slow to materialise. So we have decided to disinvest, choosing from among the offers presented to us in 2005, the one based on a solid industrial project. The disposal of these activities enabled us to post a consolidated capital gain of 10.3 million euros which will be recorded in the 2006 accounts, and the proceeds will enable us to finance more promising projects for the Group. The final event of 2005 concerns raising capital on the financial markets, by granting equity warrants reserved for our shareholders. They have responded in force and we are delighted that they have subscribed to shares on particularly advantageous terms. This operation enabled us to raise 56 million euros. 4 - On this subject, can you remind us of your shareholders? Half the equity of RUBIS is held by individual shareholders and 25% by family groups, in other words three-quarters of our shares are held by shareholders who have directly or indirectly invested their personal assets in RUBIS. Also, it should be remembered that 80% of the capital is publicly available, so the liquidity of RUBIS shares is similar to that of groups two or three times the size of ours. 5 - Can you describe to us the acquisition opportunities that are currently in the offing? We want to invest in the two business lines around which RUBIS is structured. These are different businesses but they operate in the same environment, that of downstream petroleum and chemicals. In both, the largest operators are considerably bigger than us so there is room for substantial growth. Remember too that these are traditional businesses whose operating environments have been changing rapidly in recent years, against a backdrop of mature regions such as Europe, and others developing rapidly such as Asia and the Middle East, reflecting an economic boom internationally. The other feature of this development lies in the products themselves, which are required to be increasingly clean. This opens up opportunities for new services. In this respect, clearly the development of biofuels is a growth vector for the storage activity. We are therefore anchored by two businesses that have a real future and are thus inevitably faced with some fine opportunities. L a s t l y, let s not forget that some major petroleum groups are increasingly keen to divest themselves of certain assets that have become marginal for them. In a way, history is gathering pace and R U B I S is well positioned in this trend. GROUP S HISTORY 11

13 6 - What are your priorities for 2006? We are, of course, going to continue to develop our two businesses. In storage, we are going to pursue work on the Antwerp and Rotterdam projects. In energy distribution, we will focus on growth in the Caribbean and in both cases we are going to continue to detect new opportunities and if possible develop trade in them. In 2005, we achieved very good organic growth while actively developing through acquisitions. With the support of extremely high performing staff and the backing of our shareholders, we are confident that we can pursue our strictly controlled growth. At the end of April 2006, the market capitalisation of RUBIS was 520 million euros. A year ago, it was less than half that amount. It is important to note that this doubling of size gives us access to investments of an altogether different dimension, and opens up a new potential development phase for the Group. Jacques RIOU General and Managing Partner 12 Gilles GOBIN General and Managing Partner MESSAGE from the MANAGEMENT BOARD