Board’s report on share buybacks and sales

Share buybacks during 2014,

Under the authorization granted by the Shareholders’ Meeting of May 16, 2014, 4,386,300 TOTAL shares, each with a par value of €2.50, were bought back by TOTAL S.A. in 2014, i.e., 0.18%(1) of the share capital as of December 31, 2014. These buybacks were completed at an average price of €48.52 per share, for a total cost of approximately €213 million, excluding transaction fees. These buybacks are intended to cover the performance share grant plan approved by the Board of Directors on July 29, 2014.

Shares held in the name of the Company and its subsidiaries as of December 31, 2014

As of December 31, 2014, the Company held 9,030,145 treasury shares, representing 0.38% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended. 

After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of December 31, 2014 was 109,361,413, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 9,030,145 treasury shares, including 8,946,930 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries. 

For shares bought back to be allocated to Company or Group employees pursuant to the objectives referred to in Article 3 of EC Regulation 2273 / 2003 of December 22, 2003, note that, when such shares are held to cover share purchase option plans that have expired or performance share grants that have not been awarded at the end of the vesting period, they will be allocated to new TOTAL share purchase option plans or restricted share grant plans that may be approved by the Board of Directors.

Transfer of shares during fiscal year 2014

4,239,335 TOTAL shares were transferred in 2014 following the final award of TOTAL shares under the restricted share grant plans.

Cancellation of Company shares during fiscal year 2012, 2013 and 2014

TOTAL S.A. did not cancel any shares in 2012, 2013 and 2014.

The Shareholders’ Meeting of May 11, 2012 authorized the Board of Directors to reduce the share capital on one or more occasions by canceling shares held by the Company up to a maximum of 10% of the share capital over a 24-month period. As a result, based on 2,385,267,525 shares outstanding on December 31, 2014, the Company may cancel a maximum of 238,526,752 shares before reaching the cancellation threshold of 10% of share capital canceled over a 24-month period.

Reallocation for other approved purposes during fiscal year 2014

Shares purchased by the Company under the authorization granted by the Shareholders’ Meeting of May 16, 2014, or under previous authorizations, were not reallocated in 2014 to purposes other than those initially specified at the time of purchase.

Conditions for the buyback and use of derivative products

Between January 1, 2014 and February 28, 2015, the Company did not use any derivative products on the financial markets as part of the share buyback programs successively authorized by the Shareholders’ Meetings of May 17, 2013 and May 16, 2014.

Shares held in the name of the Company and its subsidiaries as of February 28, 2015

As of February 28, 2015, the Company held 8,927,585 shares, representing 0.37% of TOTAL’s share capital. Pursuant to French law, the voting rights and dividend rights of these shares are suspended. 

After taking into account the shares held by Group subsidiaries, which are entitled to a dividend but deprived of voting rights, the total number of TOTAL shares held by the Group as of February 28, 2015 was 109,258,853, representing 4.58% of TOTAL’s share capital, comprised of, on the one hand, 8,927,585 treasury shares, including 8,844,370 shares held to cover the performance share grant plans and 83,215 shares to be awarded under new share purchase option plans or new restricted share grant plans and, on the other hand, 100,331,268 shares held by subsidiaries.

Summary table of transactions completed by the Company involving its own shares from March 1, 2014 to February 28, 2015 (a)

Table : transactions completed by the Company involving

Moreover, following the final award of shares under the performance share grant plans, 4,341,720 TOTAL shares were transferred between March 1, 2014 and February 28, 2015.

Table : the performance share grant plans

(1) Average share capital of year N = (share capital at December 31 N-1 + share capital at December 31 N)/2.