TotalEnergies SE 6-K, filed Mar 31, 2020
TotalEnergies SE (TTE)
About this 6-K
TotalEnergies SE filed this 6-K on March 31, 2020.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
March 31, 2020
Commission File Number 001-10888
TOTAL S.A.
(Translationof registrant’s name into English)
2, place JeanMillier
La Défense 6
92400 Courbevoie
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
TOTAL S.A. is providing on this Form 6-K a description of certain recent developments relating to its business.
Table of Contents
TABLE OF CONTENTS
SIGNATURES
EXHIBIT INDEX
| Exhibit 99.1 Disclosure of transactions in own shares (March 5, 2020) |
|---|
| Exhibit 99.2 Renewables: Total to develop 25 MW of solar rooftops in Thailand (March 6,<br>2020) |
| Exhibit 99.3 Total to Build the Largest Battery-based Energy Storage Project in France (March 12,<br>2020) |
| Exhibit 99.4 Disclosure of transactions in own shares (March 12, 2020) |
| Exhibit 99.5 UK: Total Makes a New Gas and Condensates Discovery in the North Sea (March 17,<br>2020) |
| Exhibit 99.6 Renewables: Total Enters Floating Offshore Wind with a First Project in the UK (March 19,<br>2020) |
| Exhibit 99.7 Indicative ex-dividend dates for 2021 dividend (March 19, 2020) |
| Exhibit 99.8 Annual Shareholders’ Meeting to be held on May 29, 2020 (March 19, 2020) |
| Exhibit 99.9 Renewables: Total Expands in Wind Power in France with the acquisition of Global Wind Power<br>France (March 20, 2020) |
| Exhibit 99.10 Total releases its Universal Registration Document 2019 (Document d’enregistrementuniversel 2019) and its Form 20-F 2019 (March 23, 2020) |
| Exhibit 99.11 Covid-19: Total Mobilized to Support Hospital Healthcare Staff in France by Providing them<br>with up to 50 Million Euros in Gasoline Vouchers (March 23, 2020) |
Table of Contents
EXHIBIT INDEX
Exhibit 99.1 Disclosure of transactions in own shares (March 5, 2020)
Exhibit 99.2 Renewables: Total to develop 25 MW of solar rooftops in Thailand (March 6, 2020)
Exhibit 99.4 Disclosure of transactions in own shares (March 12, 2020)
Exhibit 99.5 UK: Total Makes a New Gas and Condensates Discovery in the North Sea (March 17, 2020)
Exhibit 99.7 Indicative ex-dividend dates for 2021 dividend (March 19, 2020)
Exhibit 99.8 Annual Shareholders’ Meeting to be held on May 29, 2020 (March 19, 2020)
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOTAL S.A. | ||
|---|---|---|
| Date: March 31, 2020 | By: | /s/ ANTOINE LARENAUDIE |
| Name: | Antoine LARENAUDIE | |
| Title: | Group Treasurer |
EX-99.1
Exhibit 99.1
Press Release
Disclosure of Transactions in Own Shares
Paris, March 5, 2020 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 29, 2019 to trade on its shares and pursuant to applicable law on share repurchase, TOTAL S.A. (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from February 27, 2020 to March 4, 2020:
| Transaction date | Total dailyvolume (numberof shares) | Daily weightedaverage purchaseprice of the shares<br><br><br>(EUR/share) | Amount oftransactions(EUR) | Market<br><br><br>(MIC Code) |
|---|---|---|---|---|
| 27.02.2020 | 831,678 | 39.905 | 33,187,972 | XPAR |
| 27.02.2020 | - | - | - | CHIX |
| 27.02.2020 | - | - | - | TRQX |
| 27.02.2020 | - | - | - | BATE |
| 28.02.2020 | 860,778 | 38.400 | 33,054,183 | XPAR |
| 28.02.2020 | - | - | - | CHIX |
| 28.02.2020 | - | - | - | TRQX |
| 28.02.2020 | - | - | - | BATE |
| 02.03.2020 | 328,896 | 38.690 | 12,724,985 | XPAR |
| 02.03.2020 | - | - | - | CHIX |
| 02.03.2020 | - | - | - | TRQX |
| 02.03.2020 | - | - | - | BATE |
| 03.03.2020 | 504,193 | 39.667 | 19,999,997 | XPAR |
| 03.03.2020 | - | - | - | CHIX |
| 03.03.2020 | - | - | - | TRQX |
| 03.03.2020 | - | - | - | BATE |
| 04.03.2020 | 611,033 | 39.775 | 24,303,579 | XPAR |
| 04.03.2020 | 193,389 | 39.780 | 7,693,094 | CHIX |
| 04.03.2020 | 87,451 | 39.777 | 3,478,516 | TRQX |
| 04.03.2020 | 113,746 | 39.780 | 4,524,798 | BATE |
| Total | 3,531,164 | 39.354 | 138,967,124 |
Transaction details
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the Total website:
https://www.total.com/en/investors/shares-and-dividends/Total-shares/Company-share-transactions
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.
* * * * *
Total contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com |
EX-99.2
Exhibit 99.2
Press Release
Renewables: Total to develop 25 MW of solar rooftops in Thailand
Paris, March 6, 2020 – Total, through its affiliate Total Solar Distributed Generation, has signed a binding contract to provide 25megawatt-peak (MWp) of solar rooftops for 24 facilities of one of the largest food companies in Thailand, Betagro.
Each one of these projects benefits from a 20-year Power Purchase Agreement (PPA). Jointly they constitute one of the largest portfolios of corporate PPAs in Thailand.
Equipped with over 62.000 solar panels, the projects are designed to generate nearly 38 GWh of renewable electricity per year, helping Betagro shrink its carbon footprint by 26.000 tons of CO2 over the life of the solar rooftops while providing about 15% of the company’s total power consumption.
Total and Low-Carbon Electricity
Total integrates climate change into its strategy and is staying ahead of new energy market trends by building a portfolio of low-carbon businesses that could account for 15 to 20% of its sales by 2040. Total’s gross low-carbon power generation capacity worldwide is currently close to 7 gigawatts including 3 gigawatts from renewable energies.
With over 5 GW of solar projects, announced since the beginning of 2020, the Group is well on track to reach its objective of 25 GW of installed power generation capacity from renewable sources by 2025.
About Total
Total is a major energy player that 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.
* * * * *
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary Note
This press release, from which nolegal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectly owns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, theterms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words “we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a giveneconomic, competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-lookinginformation or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise.
EX-99.3
Exhibit 99.3
Press Release
Total to Build the Largest Battery-based Energy Storage Project in France
Paris, March 12, 2020 **** – The development of renewable energy that is intermittent and decentralized requires the security of the electricity grid through flexible electricity storage capacities, especially in the form of batteries.
Total launches a battery-based energy storage project in Mardyck, at the Flandres Center, in Dunkirk’s port district. With a storage capacity of 25 megawatt hours (MWh) and output of 25 MW of power, the new lithium-ion energy storage system will be the largest in France. It will be used to provide fast reserve services to support the stability of the French power grid. It is part of government policy to support the development of electrical capacity through capacity mechanisms.
Scheduled for commissioning in late 2020, the new storage system, which represents an investment of around €15 million, will be based on Saft’sIntensium Max 20 High Energy solution and will comprise 11 integrated 2.3 MWh containers, designed and manufactured at Saft’s production site in Bordeaux.
Total and Low-Carbon Electricity
As part of its ambition to become the responsible energy major, Total is building a portfolio of low-carbon electricity operations, with the objective of seeing them account for 15 to 20% of its sales mix by 2040. Today, Total’s gross low-carbon power generation capacity is close to 7 gigawatts, of which more than 3 gigawatts from renewable energy sources.
About Saft
Saft specializes in advanced technology battery solutions for industry, from design and development to production, customization and service provision. For 100 years, Saft’s longer-lasting batteries and systems have provided critical safety applications, back-up power and propulsion for our customers. Our innovative, safe and reliable technology delivers high performance on land, at sea, in the air and in space. Saft is powering industry and smarter cities, while providing critical back-up functionality in remote and harsh environments like the Arctic Circle and the Sahara Desert. Saft is a wholly-owned affiliate of Total.
About Total
Total is a major energy player that 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.
* * * * *
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Contacts Saft
Karen Hollington: +33 1 58 63 16 60, e-mail : karen.hollington@saftbatteries.com
Diana Mejia: +33 1 58 63 16 92, e-mail : diana.mejia@saftbatteries.com
Cautionary Note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words“we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.
EX-99.4
Exhibit 99.4
Press Release
Disclosure of Transactions in Own Shares
Paris, March 12 , 20 20 – In accordance with the authorization given by the ordinary shareholders’ general meeting on May 29, 2019 to trade on its shares and pursuant to applicable law on share repurchase, TOTAL S.A. (LEI: 529900S21EQ1BO4ESM68) declares the following purchases of its own shares (FR0000120271) from March 5, 2020 to March 9, 2020:
| Transaction date | Total dailyvolume (numberof shares) | Daily weightedaverage purchaseprice of the shares(EUR/share) | Amount oftransactions(EUR) | Market(MIC Code) |
|---|---|---|---|---|
| 05.03.2020 | 790,546 | 39.221 | 31,005,877 | XPAR |
| 05.03.2020 | 242,951 | 39.218 | 9,528,091 | CHIX |
| 05.03.2020 | 98,937 | 39.218 | 3,880,156 | TRQX |
| 05.03.2020 | 193,429 | 39.217 | 7,585,764 | BATE |
| 06.03.2020 | 1,178,565 | 37.812 | 44,564,062 | XPAR |
| 06.03.2020 | 187,890 | 37.753 | 7,093,401 | CHIX |
| 06.03.2020 | 70,723 | 37.749 | 2,669,753 | TRQX |
| 06.03.2020 | 70,806 | 37.746 | 2,672,668 | BATE |
| 09.03.2020 | 103,173 | 32.574 | 3,360,742 | XPAR |
| 09.03.2020 | 72,090 | 32.230 | 2,323,437 | CHIX |
| 09.03.2020 | 12,563 | 32.637 | 410,021 | TRQX |
| 09.03.2020 | 12,557 | 32.730 | 410,995 | BATE |
| Total | 3,034,230 | 38.067 | 115,504,970 |
Transaction details
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation) a full breakdown of the individual trades are disclosed on the Total website: https://www.total.com/en/investors/shares-and-dividends/Total-shares/Company-share-transactions
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.
* * * * *
Total contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
EX-99.5
Exhibit 99.5
Press Release
UK: Total Makes a New Gas and Condensates Discovery in the North Sea
Paris, March 17, 2020 – Total, Operator, and its partners have made an encouraging discovery with the Isabella 30/12d-11 well on the license P1820, located in the Central North Sea offshore U.K., about 40 kilometers south of the Elgin-Franklin Field and 170 kilometers east of Aberdeen.
The well was drilled in a water depth of about 80 meters and encountered 64 meters net pay of lean gas and condensate and high-quality light oil, in Upper Jurassic and Triassic sandstone reservoirs. The analysis of the data and results are ongoing to assess the discovered resources and to determine the appraisal program required to confirm commerciality.
The P1820 license is operated by Total with a 30% working interest, alongside Neptune Energy (50%), Ithaca Energy (10%) and the wholly owned subsidiary of Edison, Euroil Exploration (10%).
Total in the United Kingdom
Total is present across the energy value chain in the UK. It has been present in the country for over 50 years and employs over 2,000 people.
Upstream, Total is one of the country’s leading oil and gas operators, with equity production of 189,000 boe/d in 2019. It principally comes from operated offshore fields in three major zones: the Alwyn/Dunbar area in the Northern North Sea, the Elgin/Franklin and Culzean area in the Central North Sea, and the Laggan-Tormore area in the West of Shetland.
Downstream, Total is one of the UK’s largest suppliers of gas and electricity to businesses and the public sector. The Group is also present in refining through the Lindsey Oil Refinery in Lincolnshire, with a capacity of 110,000 barrels per day, and in the marketing of petroleum products including lubricants, aviation fuel, bitumen and specialty fluids.
About Total
Total is a major energy player that 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.
* * * * *
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary Note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words“we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.
EX-99.6
Exhibit 99.6
Press Release
Renewables: Total Enters Floating Offshore Wind with a First Project in the UK
Paris , March **** 19, 2020 – Total positions itself on the floating offshore wind segment in line with its strategy to develop renewable energy.
The Group has signed an agreement with the developer Simply Blue Energy to acquire 80% stake in the **** pioneering floating wind project **** Erebus located in the Celtic Sea, in Wales . The project will have a 96 megawatts capacity and will be installed in an area with water depth of 70 meters. This makes Total one of the first movers in this technology in the UK, the world’s largest offshore wind market.
While offshore wind has so far mainly developed in shallow water depths based on fixed bottom technology, floating wind offshore is set for strong growth in the years to come. This emerging technology has wide potential, opening access to sites further offshore, which have less impact on the landscape, and benefit from very high wind resources.
Total and Low-Carbon Electricity
Total has integrated climate change into its strategy, and is staying ahead of new energy market trends by building a portfolio of low-carbon businesses that could account for 15 to 20% of its sales by 2040. Total’s gross low-carbon power generation capacity worldwide is currently close to 7 gigawatts, including 3 gigawatts from renewable energies.
About Total
Total is a major energy player that 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.
* * * * *
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary Note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words“we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.
EX-99.7
Exhibit 99.7
Press Release
Indicative ex-dividend dates for 2021 dividend
Paris, March 19 , 20 20 – The Board of Directors met on March 18, 2020 and decided that, subject to decisions by the Board of Directors and the Shareholders’ Meeting which will approve the 2021 financial statements, allocation of earnings and final dividend, the ex-dividend dates of the interim and the final dividends for 2021 will be as follows:
| Type of coupon | Ex-dividend dates |
|---|---|
| First interim | September 21, 2021 |
| Second interim | January 3, 2022 |
| Third interim | March 22, 2022 |
| Final | June 21, 2022 |
The above ex-dividend dates relate to the Total shares listed on the Euronext Paris.
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.
* * * * *
Total contacts
Media Relations: +33 1 47 44 46 99
| presse@total.com | @TotalPress
Investors Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and “Group” are sometimes used for convenience. Likewise, thewords “we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.
EX-99.8
Exhibit 99.8
Press Release
Annual Shareholders’ Meeting to be held on May 29, 2020
Paris, March 1 9 , 2020 – The Board of Directors of TOTAL S.A. met on March 18, 2020 under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, and decided to convene the Ordinary and Extraordinary Shareholders’ Meeting to be held on May 29, 2020.
The legal notice of the meeting will be published in the Bulletin des Annonces Légales Obligatoires (Mandatory Legal Notice Bulletin) on March 25, 2020 and will be available on the Company’s website – www.total.com
In the context of the coronavirus (Covid-19) epidemic and the efforts to prevent its spread, and in compliance with the statement made by the Autorité des marchés financiers (French Ffinancial markets authority) in its press release dated March 6, 2020, the Board of Directors invites its shareholders to vote by post or through the Internet, without physically attending the shareholders’ meeting. The conditions applying to physical attendance at the Shareholders’ Meeting may change, in accordance with sanitary and/or legal requirements. Consequently, shareholders are invited to regularly read the pages dedicated to the 2020 Shareholders’ Meeting on the Company’s website, www.total.com.
Upon the proposal of the Governance and Ethics Committee, the Board of Directors has decided to propose to the Shareholders’ Meeting to renew for a period of three years the terms as Directors of Patricia Barbizet, Marie-Christine Coisne-Roquette and Mark Cutifani, whose existing terms expire following this 2020 Shareholders’ Meeting.
The Board of Directors also decided to propose to the Shareholders’ Meeting the appointment of Mr. Jérôme Contamine as Director, in particular for his knowledge of the energy sector and his expertise in finance.
The Board also thanks Carlos Tavares, who, given his responsibilities as head of the PSA Group engaged in a major merger, did not chose to request the renewal of his mandate as director, for the quality of his participation in the work of the Board of Directors and its Committees since May 26, 2017.
Subject to the renewal of her Director’s mandate by the Shareholders’ Meeting, the Board of Directors is considering appointing Marie-Christine Coisne-Roquette in the functions as Lead Independent Director at the end of the Shareholders’ Meeting, replacing Patricia Barbizet, who has been Lead Independent Director since December 19, 2015.
In view of the need to adapt the bylaws of the company to the provisions of the French PACTE law of May 22, 2019, and in particular those regarding Directors representing employees (the threshold above which a second Director representing employees must be appointed lowered from twelve to eight), by which a second Director representing employees will be designated in the six months following the Shareholders’ Meeting, the Board of Directors of TOTAL S.A. also decided to submit to the approval of the shareholders at the Shareholders’ Meeting the project to convert the Company into a European company (Societas Europaea or SE).
The legal status of European company, which is common to all the countries in the European Union and has been adopted by an increasing number of companies in France and in Europe, will reflect more accurately the economic and social reality of the Group and fully recognize its European dimension. The project to convert TOTAL S.A. into a European company will not affect its governance, activities, tax affairs, the organization of the company, the places of stock exchange listing, or the location of its registered office, which will remain in France.
On this occasion, the Board of Directors is also proposing other statutory amendments, including updating the Company’s corporate purpose so as to adapt it to its strategy, which integrates climate change-related challenges, by extending it to all forms of energy, including electricity produced from renewable energies, as well as the taking into account the social and environmental challenges in the duties of the Board of Directors.
Furthermore, the Board of Directors will submit to the approval of the shareholders at the Shareholders’ Meeting the compensation of Executive and non Executive Directors as presented in the Report on corporate governance. In particular, it will be proposed to the shareholders to approve, on the one hand, the compensation policy for members of the Board of Directors regarding the cap amount and the allocation rules, and on the other hand, the components of the compensation for fiscal year 2019 as well as the compensation policy for fiscal year 2020 for Mr. Patrick Pouyanné, Chairman and Chief Executive Officer. The total amount (fixed, variable portions and performance shares) of Mr. Patrick Pouyanné thus increased by 6% between 2018 and 2019 after a decrease by 3% in 2018 compared to 2017. In 2019, it represented 46 times the average compensation and 59 times the median compensation of TOTAL S.A.’s employees
Finally, the Board of Directors approved the documents which will be submitted to the approval of the shareholders at the Shareholders’ Meeting to be held on May 29, 2020, including the Management Report on the Group’s situation. This Report by the Board of Directors is included in the Company’s Universal Registration Document 2019, which will be available on the Company’s website. The document includes notably a description of the main risks to which the Group is exposed.
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.
* * * * *
Total contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total” and “Total Group” are sometimes used for convenience where general references are made toTOTAL S.A. and/or its subsidiaries. Likewise, the words “we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic,competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-lookinginformation or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise.
EX-99.9
Exhibit 99.9
Press Release
Renewables: Total Expands in Wind Power in France with the acquisition of Global Power Wind France
Paris, March 20 , 2020 – Total continues its growth in renewable energy in France with a substantial investment in wind power.
Total, through Total Quadran - its 100% renewable developer and producer in France, acquires 100% of Global Wind Power (GWP) France, a company with **** a 1000-megawatt (MW) portfolio of onshore wind projects, including 250 MW scheduled to come on stream by 2025.
GWP’s teams will join Total Quadran, adding to the Group’s existing expertise in order to speed up the wind power development in France.
Total and Low-Carbon Electricity
As part of its ambition to become the responsible energy major, Total is building a portfolio of low-carbon electricity operations, with the objective of seeing them account for 15 to 20% of its sales mix by 2040. Today, Total’s gross low-carbon power generation capacity is close to 7 gigawatts, of which more than 3 gigawatts from renewable energy sources.
With over 5 GW of solar projects announced since the beginning of 2020, the Group is well on track to reach its objective of 25 GW of installed power generation capacity from renewable sources by 2025.
About Total Quadran
Total Quadran, a pioneer of renewable energies with a strong footprint in France and its overseas territories, develops, builds and operates renewable electricity generation resources (wind, photovoltaic, hydro and biogas). Total Quadran operates over 300 renewable energy plants in France totaling over 900 MW, which generate 1 765 GWh of renewable electricity per year. This is the equivalent of the annual consumption of nearly 1 million people and annual savings of nearly 590,000 tons of CO2 emissions.
About Total
Total is a major energy player that 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.
* * * * *
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
TotalQuadran Contacts
Elodie Billerey (Media Relations) | +33 4 67 32 63 35 | elodie.billerey@total-quadran.com
Cautionary note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words“we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.
EX-99.10
Exhibit 99.10
Press Release
Total releases its Universal Registration Document 2019
( Document d’enregistreme nt universel 2019 ) and its Form 20-F 2019
Paris, March 2 3 , 20 20 – The Document d’enregistrement universel of TOTAL S.A. for the year 2019 was filed with the French Financial Markets Authority (Autorité des marchés financiers) on March 20, 2020. It can be consulted and downloaded from the Company’s website (total.com, under the heading Investors / Regulated information). An English translation of the Document d’enregistrement universel (Universal Registration Document) is also available on the Company’s website.
The following documents are included in the Document d’enregistrement universel :
| - | the 2019 annual financial report, |
|---|---|
| - | the Board of Directors’ report on corporate governance required under Article L. 225-37 of the French<br>Commercial Code, |
| --- | --- |
| - | the description of the share buy-back program, |
| --- | --- |
| - | the report on the payments made to governments required under Article L. 225-102-3 of the French Commercial<br>Code, |
| --- | --- |
| - | the reports from the statutory auditors. |
| --- | --- |
The Document d’enregistrement universel 2019 presents the outlook of the Group updated on March 19, 2020.
The annual report on Form 20-F of TOTAL S.A. for the year ended December 31, 2019 was filed with the United States Securities and Exchange Commission (SEC) on March 20, 2020. It can be consulted and downloaded from the Company’s website (total.com, under the heading Investors / Regulated information) or from the SEC’s website (sec.gov).
Printed copies of the Document d’enregistrement universel, Universal Registration Document and Form 20-F are available free of charge at the Company’s registered office at 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France.
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.
* * * * *
Total contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 7962 | ir@total.com
Cautionary note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total” and “Total Group” are sometimes used for convenience where general references are made toTOTAL S.A. and/or its subsidiaries. Likewise, the words “we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
This document may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic,competitive and regulatory environment. They may prove to be inaccurate in the future and are subject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-lookinginformation or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise.
EX-99.11
Exhibit 99.11
Press Release
Covid-19: Total Mobilized to Support Hospital Healthcare Staff
in France by Providing them with
up to 50 Million Euros in Gasoline Vouchers
Paris, March 23, 2020 – The Total Group has decided to support healthcare staff of French hospitals mobilized in the fight against the Covid-19 virus by supplying them with fuel for their travel.
In consultation with France’s health authorities, Total will provide hospitals with gasoline vouchers worth up to €50 million that can be used at Total stations. Hospital directors can call +33 1 84 94 84 00 or write to covid19@total.com in order to receive the vouchers they require.
Patrick Pouyanné, Chairman and CEO of Total, commented: “In this period of crisis, Total’s teams remain mobilized to enable French people to make all their necessary travel arrangements. With its nationwide network, Total is work ing alongside thosewho are fightin g the epidemic everywhere. Which is why the Group has decided to make this practical gesture of support for our hospital staff, who are working to ensure the health of patients .”
In addition, the Total Foundation will contribute €5 million to the Pasteur Institute and to hospital and health associations involved in the fight against Covid-19.
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AboutTotal
Total is a major energy player that 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.
Total Contacts
Media Relations: +33 1 47 44 46 99 | presse@total.com | @TotalPress
Investor Relations: +44 (0)207 719 79 62 | ir@total.com
Cautionary Note
This press release, from which no legal consequences may be drawn, is for information purposes only. The entities in which TOTAL S.A. directly or indirectlyowns investments are separate legal entities. TOTAL S.A. has no liability for their acts or omissions. In this document, the terms “Total”, “Total Group” and Group are sometimes used for convenience. Likewise, the words“we”, “us” and “our” may also be used to refer to subsidiaries in general or to those who work for them.
Thisdocument may contain forward-looking information and statements that are based on a number of economic data and assumptions made in a given economic, competitive and regulatory environment. They may prove to be inaccurate in the future and aresubject to a number of risk factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of newinformation, future events or otherwise.