Paris - In accordance with its policy in favor of Employee Shareholding, TOTAL S.A. (the 'Company') 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 5.3% of the Company's share capital as of December 31, 2019.
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 Labor Code.
The Board, pursuant to the above-mentioned authorization, decided during its meeting on September 18, 2019 to carry out, in 2020, 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 EUR2.50 each, representing a total nominal amount of EUR45 million, which is the equivalent of 0.67% 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 in 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: 26.20 EUR per share, corresponding to the average of the closing prices of the TOTAL shares on Euronext Paris over the 20 trading sessions preceding April 29 ('Reference Price'), reduced by a 20% discount and rounded off to the highest tenth of a euro.
Timeline of the subscription period: from May 6, 2020 to May 18, 2020 included.
About Total
Total is a major energy player, which produces and markets fuels, natural gas and low-carbon electricity. Our 100,000 employees are committed to better energy that is safer, more affordable, cleaner and accessible to as many people as possible. Active in more than 130 countries, our ambition is to become the responsible energy major.
Contact:
Tel: +33 1 47 44 46 99 l
Email: presse@total.com
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 remains 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 Articles 1 4-degreei) and 5-degreeh) of the Regulation (UE) 2017/1129 of June 14, 2017.
TOTALENERGIES SE 
