Capital Increase Reserved for Employees and Former Employees of the Total Group in 2019

Regulatory News:

In accordance with its ambitious policy in favor of Employee Shareholding, TOTAL S.A. (the “Company”) (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. intends to continue involving its employees in the Group’s business and growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code, held 4.79% of the Company’s share capital as of December 31, 2018.

The eighteen resolution of the Shareholders’ Meeting of June 1, 2018 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, not to exceed 1.5% of the Company's share capital at the date of the Board meeting resolving on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 and seq., and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labour Code.

The Board, pursuant to the above-mentioned authorization, decided during its meeting on September 19, 2018 to carry out, in 2019, a new share capital increase reserved for employees and former employees of the Group pursuant to the following conditions:

• Maximum number of shares offered and 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 0.68% of the Company’s share capital as of the date of the Board’s decision.
• Description of the newly-issued shares: same category as existing shares with immediate dividend rights. The rights attached to the newly-issued shares are the same than the rights attached to the existing shares of the Company, and are described the Articles of Association of TOTAL S.A..
• Listing of the newly–issued shares on Euronext Paris: on the same line as existing shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts corresponding to the newly-issued shares may also be listed on the New York Stock Exchange.
• Share subscription price: average of the closing prices of the TOTAL shares on Euronext Paris over the 20 trading sessions preceding the date of the Chairman and CEO’s decision setting the opening date for the subscription period (“Reference Price”), reduced by a 20% discount and rounded off to the highest tenth of a euro.
• Indicative timeline (subject to the Chairman and CEO’s decision):
  • Determination of the subscription price: April 25, 2019;
  • Subscription period: from April 26, 2019 to May 14, 2019 (included).

Please refer to the appendix to this press release for further information on this operation.