Compensation for the former Chairman and Chief Executive Officer

Compensation for the former Chairman and Chief Executive Officer for fiscal year 2014

The compensation paid to Mr. de Margerie as Chairman and Chief Executive Officer for the period between January 1 and October 20, 2014, was approved by the Board of Directors at its meeting on February 11, 2015, further to the proposal of the Compensation Committee, in accordance with the compensation policy defined by the Board of Directors at its meeting on February 11, 2014.

This compensation consists of a fixed portion (amount unchanged since 2010) on a pro rata basis of €1,208,219; together with a variable portion on a pro rata basis (paid in 2015) amounting to €1,505,199, which corresponds to 124.58% (against a maximum of 180%) of his fixed annual compensation which was determined as follows.

At its meeting on February 11, 2015, the Board of Directors, after reviewing the attainment of the economic parameters as well as the Chairman and Chief Executive Officer’s personal contribution, set the variable portion on a pro rata basis of the Chairman and Chief Executive Officer’s compensation for fiscal year 2014 at 124.58% of his annual fixed compensation, i.e., €1,505,199 (compared with 132.48%, i.e., €1,987,200 for fiscal year 2013). 68.58% relates to the share for the different selected economic parameters and 56% to the share for the personal contribution of the Chairman and Chief Executive Officer determined according to six pre-determined and clearly defined criteria.

Concerning the economic parameters of the Group’s performance, in comparison with its main competitors (in terms of earnings per share and net income), improved in 2014 compared to 2013, but the ROE declined compared to 2013, which led to a decrease of the portion allocated for the different economic parameters compared to the previous fiscal year (68.58% of the fixed compensation for fiscal year 2014 compared with 77.48% for fiscal year 2013).

Concerning the personal contribution, the Board of Directors considered that most of the objectives were achieved, particularly the targets in terms of Safety, Corporate Social Responsibility (CSR) and the success of strategic negotiations in producing countries. This personal contribution was then set to 56% (against a maximum of 80%) for fiscal year 2014 compared to 55% (against a maximum of 80%) for fiscal year 2013.

The variable portion owed to Mr. de Margerie as Chairman and Chief Executive Officer until October 20, 2014, was paid to his beneficiaries in 2015.

Mr. de Margerie did not benefit from any other forms of compensation due or granted for fiscal year 2014. The Board of Directors did not award any multi-year or deferred variable compensation or any extraordinary compensation for fiscal year 2014.

It should also be noted that Mr. de Margerie did not receive directors’ fees as director of TOTAL S.A. or any other company of the Group.

The Chairman and Chief Executive Officer was covered by a life insurance plan at the expense of the Company and taken out from a life insurance company, which guaranteed, upon death, a payment equal to two years’ gross compensation (fixed and variable portions), increased to three years in case of accidental death. The life insurance company paid this sum to Mr. de Margerie’s beneficiaries. Mr. de Margerie also continued to have the use of a company car until October 20, 2014. These benefits were booked in the amount of €53,350 in the Consolidated Financial Statements at December 31, 2014.

Mr. de Margerie’s death terminated the commitments to pay a retirement benefit and a termination payment in case of forced departure owing to a change of control or strategy, which had been granted in his capacity as Chairman and Chief Executive Officer. His death also terminated the commitments that had been granted under the terms of the defined benefit supplementary pension plan and the internal defined contribution pension plan, known as RECOSUP. The capital relating to the internal defined contribution
pension plan (RECOSUP) was paid to Mr. de Margerie’s beneficiaries.

Grant of performance shares in 2014

Pursuant to the authorization of the Company’s Combined Shareholders’ Meeting of May 16, 2014 (sixteenth resolution) and further to the proposal of the Compensation Committee, the Board of Directors decided, at its meeting on July 29, 2014, to grant Mr. de Margerie 48,000 outstanding performance shares of the Company (corresponding to 0.0020% of the share capital on the grant date). The shares were awarded as part of a broader share grant plan approved by the Board of Directors on July 29, 2014 related to 0.19% of the share capital for nearly 10,000 beneficiaries.

The number of shares granted (48,000 performance shares) was lower compared with the previous fiscal year (53,000). As in 2012 and 2013, no stock options were awarded to the Chairman and Chief Executive Officer in 2014.

In addition, the Board of Directors decided that, subject to a continuous employment condition, the number of shares finally granted to the Chairman and Chief Executive Officer would be subject to two performance conditions (described in Note 25 to the Consolidated Financial Statements (point 7. of chapter 10)).

Following the death of Mr. de Margerie, and pursuant to legal provisions, the former Chairman and Chief Executive Officer’s beneficiaries have the possibility to request the grant of all the performance shares for a period of six months following the date of death.