Total: Board of Directors Meeting Held on February 11, 2014 to Call the Annual Shareholders’ Meeting

  Total: Board of Directors Meeting Held on February 11, 2014 to Call the
  Annual Shareholders’ Meeting

Business Wire

PARIS -- February 12, 2014

Regulatory News:

The Board of Directors of Total (Paris:FP) (LSE:TTA) (NYSE:TOT) met on
February11,2014 under the chairmanship of Christophe de Margerie, Chairman
and ChiefExecutive Officer. It reviewed the consolidated financial statements
for the fourth quarter of 2013 and approved the full-year consolidated and
parent company financial statements. It recommended the payment of a 2013
dividend of €2.38 per share, which will be submitted to shareholders for
approval at the Annual Meeting to be held in Paris on May 16, 2014. This
amount represents a 1.7% increase on the 2012 dividend of €2.34 per share. The
final 2013 dividend would be €0.61 per share, up 3.4% from €0.59 per share in
respect of 2012.

The Board decided to ask shareholders at the Annual Meeting to re-elect
PatriciaBarbizet, Marie-Christine Coisne-Roquette, Paul Desmarais Jr. and
BarbaraKux to new three-year terms as directors. It also noted that Claude
Mandil, whose term expires at the upcoming Annual Shareholders’ Meeting, would
not be standing for re-election. The vacant directorship will not be filled.

The Board also decided, in line with the recommendations of the AFEP-MEDEF
code, the French corporate governance code that the company voluntarily
applies, to submit to the shareholders at the Annual Meeting a resolution
concerning the compensation owing to or attributed for 2013 to Christophe de
Margerie, Chairman and Chief Executive Officer.

In addition, the Board will ask shareholders to vote on various delegations of
authority and financial authorizations to be granted to the Board of

Lastly, the Board of Directors decided to request that shareholders approve
various amendments to Total S.A.’s articles of incorporation:

  *An amendment stipulating the process for appointing the director(s)
    representing employees on the Board, in compliance with the French Act of
    June 14, 2013 on job security.
  *Two further amendments, one of which would raise the age limit of the
    Chairman from 65 to 70 years; and the other of which would raise the age
    limit of the Chief Executive Officer from 65 to 67 years.
  *A final amendment designed to bring the articles of incorporation into
    line with the French Decree of December 9, 2010 transposing the European
    Union Directive on the right of shareholders to appoint proxy holders to
    attend and vote at Annual Meetings.

Total is one of the largest integrated oil and gas companies in the world,
with activities in more than 130countries. The Group is also a first rank
player in chemicals. Its 97,000employees put their expertise to work in every
part of the industry – exploration and production of oil and natural gas,
refining and marketing, new energies, trading, and chemicals. Total is working
to help satisfy the global demand for energy, both today and tomorrow.


Tel. : (33) 1 47 44 58 53
Fax : (33) 1 47 44 58 24
Robert HAMMOND (U.S.)
Tel. : (1) 713-483-5070
Fax : (1) 713-483-5629
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