6) Shareholders’ equity

A) Common shares

Share capital transactions are detailed as follows:

Table : Share capital transactions

Capital increase reserved for Group Employees

The Combined General Meeting of May 16, 2014, delegated to the Board of Directors in its fourteenth resolution, the authority to carry out, a capital increase, in one or more occasions within a maximum period of twenty-six months, reserved for employees belonging to an employee savings plan.
The Combined General Meeting of May 16, 2014, also delegated to the Board of Directors, in its fifteenth resolution, the powers necessary to accomplish a capital increase, in one or more occasions within a maximum period of eighteen months, with the objective of providing employees with their registered office located outside France with benefits comparable to those granted to the employees included in the fourteenth resolution of the Combined General Meeting of May 16, 2014.
Pursuant to these delegations, the Board of Directors, during its meeting on July 29, 2014, decided to proceed with a capital increase reserved for employees that included a classic offering and a leveraged offering depending on the employees’ choice, within the limit of 18 million shares with dividend rights as of January 1, 2014. All powers have been delegated to the Chief Executive Officer to determine the opening and closing of the subscription period and the subscription price. This capital increase, opened in 2014, is expected to be completed before the General Meeting of 2015.
The prior capital increase reserved for employees of the Group was decided by the Board of Directors on September 18, 2012, under the terms of the authorization of the Combined General Meeting of May 11, 2012, and resulted in the subscription of 10,802,215 shares with a par value of  €2.50 at a unit price of  €30.70.  The issuance of the shares was acknowledged on April 25, 2013. 

Capital increase as part of a global free share plan intended for Group Employees

The Combined General Meeting of May 16, 2008, delegated to the Board of Directors in its seventeenth resolution, the authority to grant, in one or more occasions within a maximum period of thirty- eight months, restricted shares to employees and executive officers of the Company or companies outside France affiliated with the Company, within a limit of 0.8% of the outstanding share capital of the Company as of the date of the decision of the Board of Directors to grant such shares.
Pursuant to this delegation, the Board of Directors, during its meeting on May 21, 2010, determined the terms of a global free share plan intended for Group Employees and granted the Chairman and Chief Executive Officer all powers necessary to implement this plan.
As a result, and in accordance with the terms defined by the Board of Directors during its meeting on May 21, 2010, the Chairman and Chief Executive Officer noted:

  • on July 2, 2012, the issuance and the final allocation of 1,366,950 shares with a nominal value of  €2.50 to the designated beneficiaries after the expiration of the two-year acquisition period; and
  • on July 1, 2014, the issuance and the final allocation of 666,575 shares with a nominal value of  €2.50 after the expiration of the four-year acquisition period.

There are no additional shares that may be issued as part of this plan

Share cancellation

The Group did not proceed with a reduction of capital by cancellation of shares held by the Company during the fiscal years 2012, 2013 and 2014.

Treasury shares (TOTAL shares held by TOTAL S.A.)

As of December 31, 2014, TOTAL S.A. holds 9,030,145 of its own shares, representing 0.38% of its share capital, detailed as follows:

  •  8,946,930 shares allocated to TOTAL share grant plans for Group employees;
  •  83,215 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans.

These shares are deducted from the consolidated  shareholders’ equity.
As of December 31, 2013, TOTAL S.A. held 8,883,180 of its own shares, representing 0.37% of its share capital, detailed as follows:

  • 8,764,020 shares allocated to TOTAL share grant plans for Group employees; and
  • 119,160 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans.

These shares were deducted from the consolidated shareholders’ equity.
As of December 31, 2012, TOTAL S.A. held 8,060,371 of its own shares, representing 0.34% of its share capital, detailed as follows:

  • 7,994,470 shares allocated to TOTAL share grant plans for Group employees; and
  • 65,901 shares intended to be allocated to new TOTAL share purchase option plans or to new share grant plans.

These shares were deducted from the consolidated shareholders’ equity.

TOTAL shares held by the Group subsidiaries

As of December 31, 2014, 2013 and 2012, TOTAL S.A. held indirectly through its subsidiaries 100,331,268 of its own shares, representing 4.21% of its share capital as of December 31, 2014, 4.22% of its share capital as of December 31, 2013 and 4.24% of its share capital as of December 31, 2012, detailed as follows:

  • 2,023,672 shares held by a consolidated subsidiary, Total Nucléaire, 100% indirectly controlled by TOTAL S.A.; and
  • 98,307,596 shares held by subsidiaries of Elf Aquitaine (Financière Valorgest, Sogapar and Fingestval), 100% indirectly controlled by TOTAL S.A.

These shares are deducted from the consolidated shareholders’ equity.

B) Reserves

Table : Reserves