Implementation of a Capital Increase Reserved f...

Implementation of a Capital Increase Reserved for Employees and Former Employees of the TOTAL Group

Total S.A.

In accordance with its plan to increase Employee Shareholding, TOTAL S.A. (Paris:FP) (LSE:TTA) (NYSE:TOT) is implementing its annual capital increase reserved for employees and former employees of the TOTAL group (the “Group”). Through this operation, TOTAL S.A. (the “Company”) intends to further associate its employees with the Group’s business and growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code, held 4.8% of the Company’s share capital as of December 31, 2016.

Framework of the issuance – purpose of the offer: The twenty-third resolution of the Combined General Meeting held on May 24, 2016 (the “General Meeting”) granted the Company’s Board of Directors (the “Board”) the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights by a maximum of 1.5% of the Company's share capital and reserved to members of a company or group savings plan of Total S.A. (the “Company”) and French or foreign affiliated companies pursuant to the provisions of Articles L. 3332-1 and seq., L. 3332-18 and seq. of the French Labor Code and Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code.

The Board has already made use of the above-mentioned authorization by deciding the realization of a capital increase reserved for employees on April, 2017, after which 9,350,220 ordinary shares had been subscribed, representing 0.4% of the Company’s share capital as of March 31, 2017.

The Board, pursuant to the above-mentioned authorization, decided at its meeting on July 26, 2017 to carry out a new share capital increase reserved for employees and former employees of the Group pursuant to the following conditions.

• Maximum number of shares offered – Total amount of the offer: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.7% of the Company’s share capital as of October 31, 2017.
• Description of the newly-issued shares: The newly-issued shares will be ordinary shares of the Company and of the same category as existing shares. The newly-issued shares bear immediate dividend rights. The rights attached to the newly-issued shares are the same as the rights attached to the existing shares of the Company, and are described the Company’s Articles of Association.
• Listing of the newly–issued shares on Euronext Paris: The listing of the newly-issued shares on Euronext Paris will be requested from their issuance on the same line as existing shares (ISIN code FR0000120271). ADRs (American Depositary Receipts) corresponding to the newly-issued shares may also be listed on the New York Stock Exchange, with one TOTAL ADR representing one share of the Company.
• Share subscription price: The subscription price per share will be the average of the closing prices for the Company’s shares on Euronext Paris (code ISIN FR0000120271) over the 20 trading sessions preceding the date of the Chairman and CEO’s decision setting the opening date for the subscription period (the reference price) reduced by a 20% discount rounded off to the highest tenth of a euro.
• Indicative calendar:
  • Indicative date for the subscription price: March 14, 2018, subject to the Chairman and CEO’s decision.
  • Indicative dates for the subscription period: subject to the Chairman and CEO’s decision, the subscription period may be fixed from March 15, 2018 to April 3, 2018 (included).

The above-mentioned dates are indicative and may be modified.

NOTICE

The program, reserved to eligible employees and retirees of the Group, will be implemented in France as well as in certain foreign countries, including the United States, where the Total shares offered in the United States will be registered with the Securities and Exchange Commission (SEC). Shares and FCPE units offered outside the United States will not be registered with the SEC. In particular, the units of the below-mentioned FCPEs cannot be offered or sold in the United States directly or indirectly (or in its territories or possessions), or for the benefit of a "U.S. Person", as defined in American regulations. Persons wishing to subscribe to units in these FCPEs, will have to certify, when subscribing, that they are not "U.S. Persons". The definition of "U.S. Person" is available on the FCPE Management Company's website (www.amundi.com).

This press release is produced for information purposes only and does not constitute an offer for the sale or the subscription of securities. Moreover, this press release should not be distributed in the countries where the offering is subject to approval of the local authorities.

The offer will be issued only in the countries where the local administrative and regulatory procedures have been implemented (in particular the registration procedures, notification, granting of authorizations and/or applicable exemptions and the information or the consultation of the representatives of the employees).

This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in the Prospectus Directive 2003/71/CE transposed into the internal law of the Member States of the European Union and, with respect to French law, in Articles 212-4 (5°) and 212-5 (6°) of the AMF General Regulations and Article 14 of the AMF instruction n°2016-01 of October 21, 2016.

About Total

Total is a global integrated energy producer and provider, a leading international oil and gas company, a major player in low-carbon energies. Our 98,000 employees are committed to better energy that is safer, cleaner, more efficient, more innovative and accessible to as many people as possible. As a responsible corporate citizen, we focus on ensuring that our operations in more than 130 countries worldwide consistently deliver economic, social and environmental benefits.

APPENDICES

ISSUER

TOTAL S.A.

Information related to the Company is available on its website (www.total.com) and, in particular, in its 2016 Registration Document, the French version of which was filed with the French Financial Markets Authority (the “AMF”) on March 17, 2017 under the registration number D.17-0175. The Registration Document is also available free of charge at the head office of the Company as well as on the Company’s website (www.total.com).

ENTITY ADMINISTERING THE SECURITIES SERVICE FOR THE COMPANY

BNP Paribas Securities Services
Grands Moulins de Pantin
9 rue du Débarcadère
93500 Pantin, France

COMPANIES CONCERNED AND BENEFICIARIES OF THE RESERVED ISSUE

This capital increase is open to eligible employees and retirees of the Company and its French and non-French subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights and that have adhered to the PEG-A (the “eligible subsidiaries”), under the condition that local administrative authorizations have been obtained.

Employees and former employees eligible to participate (the “beneficiaries”) are:

• employees of the Company or of an eligible subsidiary who have at least 3 months of employment with Total Group as of the last day of the subscription period (the “employees”); and
• early retirees and retirees who, at the time of their departure, were employees of the Company or one of the eligible subsidiaries, and who had made at least one payment in the PEG-A before termination of their employment, and who still have assets invested in the PEG-A, subject to applicable local regulations and, if applicable, the approval of the local companies.

Approximately 110,000 beneficiaries are eligible to take part in this capital increase program.

OFFERS

Two available offers:

• The Classic Offer will be offered in all countries participating in the capital increase program reserved for employees. In this offer, investment of the subscriber will track the price of the Total share;
• The Capital+ Offer with leverage effect will be offered in France and in countries where applicable legal and tax constraints permit. In this offer, the subscriber will benefit from the guarantee of his/her personal contribution and a minimum return or, if higher, a multiple of the protected average increase of the Total share;

Regardless of the offer chosen by the beneficiaries, employees who subscribed to the offering will benefit from a matching contribution in the form of a free allotment of additional shares, determined based on the amount of the personal contribution and within the limit of five free shares per employee (and within the maximum amount of the offering set by the Board at its meeting on July 26, 2017). In certain countries, employees who do not receive the matching contribution could be eligible to a grant of free shares pursuant to the 24^th resolution of the General Meeting of May 24, 2016. A maximum of 100,000 newly-issued shares could be thus finally delivered to these beneficiaries after the end of a 5-year vesting period.

SUBSCRIPTION AND HOLDING METHODS

The beneficiaries will have the opportunity to subscribe via Employee Shareholding funds (FCPEs) except in certain countries where the shares will be directly subscribed.

The FCPEs created for the needs of this offering were approved by the AMF on August 10, 2017.

Voting rights attached to shares subscribed through an FCPE will be exercised by the Supervisory Board of the relevant FCPE. With regards to the shares subscribed directly by employees, the voting rights will be exercised by the subscribers individually.

MAXIMUM SUBSCRIPTION

Pursuant to Article L.3332-10 of the French Labor Code, the amount of the payments made each year by an employee as part of a Savings Plan (excluding matching contribution and profit-sharing schemes, i.e., intéressement and participation) cannot exceed one quarter of the employee’s gross annual salary.

For the Capital + offer with leverage effect, the limit of one quarter of the employee’s gross annual salary comprises the additional contribution provided by the bank.

LOCK-UP PERIOD FOR THE UNITS OR SHARES

Pursuant to Article L. 3332-25 of the French Labor Code, shares or FCPE units subscribed in this offering must be held during a lock-up period of five years, with the exception of certain early release cases provided for by Articles L. 3324-10 et R. 3324-22 of the French Labor Code. For beneficiaries who are not French tax residents, the list of early release cases may be reduced due to legal provisions applicable locally.

RULE FOR REDUCTION OF SUBSCRIPTION REQUESTS

The capital increase will be fulfilled by the total number of shares subscribed to via the FCPEs referred to above and directly by employees in certain countries. If the total number described above exceeds the 18 million shares limit set by the Board of Directors at its meeting on July 26, 2017, including additional shares of the matching contribution, the subscriptions will be cut back in the following manner:

• all subscription commitments up to the “Subscription Average” (defined as the quotient between the amount set aside by the Board and the number of subscribers) will be honored in full; and
• subscriptions commitments that exceed the Subscription Average will be fulfilled in proportion to the number of subscription commitments not yet fulfilled with the reduction being made as follows:
• for subscriptions to both the Classic and Capital + offers, the reduction will be made to each offer on a pro rata basis according to the subscription for each of the offers; and
• for each offer, reduction will be made first on the portion of the offer paid for with salary advances, then on the portion paid for in cash.

HEDGING OPERATIONS

The implementation of the Capital + leveraged offer could cause the financial institution that is the counterpart of the swap operation to conduct hedging operations, in particular from the beginning of the period of calculation of the reference price and during the entire period of the offering.

Total
Media Relations: [phone]
[e-mail]
@TotalPress
or
Investors Relations: [phone]
[e-mail]

Classificateion: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

View source version on businesswire.com: http://www.businesswire.com/news/home/20171201005622/en/