Changes in major shareholders’ holdings
For the purpose of this paragraph, major shareholders are defined as shareholders whose interest (in the share capital or voting rights) exceeds 5%.
TOTAL’s major shareholders as of December 31, 2014, 2013 and 2012 were as follows:
As of December 31, 2014, the holdings of the major shareholders were calculated based on 2,385,267,525 shares, representing 2,406,809,364 voting rights exercisable at Shareholders’ Meetings, or 2,616,502,045 theoretical voting rights (1) including:
- 9,030,145 voting rights attached to the 9,030,145 TOTAL sharesheld by TOTAL S.A. that are deprived of voting rights; and
- 200,662,536 voting rights attached to the 100,331,268 TOTAL shares held by TOTAL S.A. subsidiaries that cannot be exercised at Shareholders’ Meetings.
For prior years, the holdings of the major shareholders were calculated on the basis of 2,377,678,160 shares to which 2,391,533,246 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2013, and 2,365,933,146 shares to which 2,371,131,871 voting rights exercisable at Shareholders’ Meetings were attached as of December 31, 2012.
Identification of the holders of bearer shares
In accordance with Article 9 of its bylaws, the Company is authorized, to the extent permitted under applicable law, to identify the holders of securities that grant immediate or future voting rights at the Company’s Shareholders’ Meetings
Temporary transfer of securities
Pursuant to legal obligations, any legal entity or individual (with the exception of those described in paragraph IV-3 of Article L. 233-7
of the French Commercial Code) holding alone or in concert a number of shares representing more than 0.5% of the Company’s voting rights pursuant to one or more temporary transfers or similar operations as described in Article L. 225-126 of the aforementioned code is required to notify the Company and the French Financial Markets Authority of the number of shares temporarily owned no later than the second business day preceding the Shareholders’ Meeting at midnight.
Notifications must be e-mailed to the Company at the following address:
If no notification is sent, any shares acquired under any of the above temporary transfer operations will be deprived of voting rights at the relevant Shareholders’ Meeting and at any Shareholders’ Meeting that may be held until such shares are transferred again or returned.
In addition to the legal obligation to inform the Company and the French Financial Markets Authority within four trading days of the date on which the number of shares (or securities similar to shares or voting rights pursuant to Article L. 233-9 of the French Commercial Code) held represents more than 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95% of the share capital or theoretical voting rights (1) (Article L. 233-7 of the French Commercial Code), any individual or legal entity who directly or indirectly comes to hold a percentage of the share capital, voting rights or rights giving future access to the Company’s share capital which is equal to or greater than 1%, or a multiple of this percentage, is required to notify the Company, within fifteen days of the date on which each of the above thresholds is exceeded, by registered mail with return receipt requested, and indicate the number of shares held.
In case the shares above these thresholds are not declared, any shares held in excess of the threshold that should have been declared will be deprived of voting rights at Shareholders’ Meetings if, at a meeting, the failure to make a declaration is acknowledged and if one or more shareholders holding collectively at least 3% of the Company’s share capital or voting rights so request at that meeting.
Any individual or legal entity is also required to notify the Company in due form and within the time limits stated above when their direct or indirect holdings fall below each of the aforementioned thresholds.
Notifications must be sent to the Vice President of Investor Relations in London (contact details in point "Investor Relations Department contacts" of this Chapter).
Legal threshold notifications in fiscal year 2014
In AMF notice No. 214C0695 dated May 5, 2014, Blackrock stated that, as of April 30, 2014, they had risen above, the 5% share capital threshold and that they held 119,199,504 TOTAL shares representing as many voting rights, i.e., 5.01% of the share capital and 4.57% of the theoretical voting rights (2) (based on share capital of 2,378,259,685 shares representing 2,607,207,684 voting rights).
Holdings above the legal thresholds
In accordance with Article L. 233-13 of the French Commercial Code, to TOTAL’s knowledge two known shareholders hold 5% or more of TOTAL’s share capital or voting rights at year-end 2014.
As of December 31, 2014, the “TOTAL ACTIONNARIAT FRANCE” collective investment fund held 3.41% of the share capital representing 6.68% of the voting rights exercisable at Shareholders’ Meetings and 6.14% of the theoretical voting rights (2)
As of December 31, 2014, Blackrock held 6.20% of the share capital representing 5.35% of the voting rights exercisable at Shareholders’ Meetings and 4.92% of the theoretical voting rights (2).
TOTAL is not aware of any agreements among its shareholders.
(1) Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares, including those shares held by the Group that are deprived of voting rights.
(2) Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached, including treasury shares that are deprived of voting rights.