Final Dividend Payments in Shares

Transcription

1 QUESTIONS AND ANSWERS PAYMENT OF THE 2014 FINAL DIVIDEND OPTION FOR PAYMENT IN TOTAL SHARES 1. WHAT IS A DIVIDEND PAYMENT IN SHARES? The dividend can be paid in two forms: the most common is a cash payment, but it can also be paid in shares. If the shareholder opts for this payment method, they receive a whole number of shares with, if necessary, a cash adjustment (called a balancing cash payment ). The shareholder can choose between the two forms if they are eligible for a dividend payment in shares (refer to question 5 for the conditions that need to be met). In the absence of a share payment option, the shareholder will automatically receive their dividend in cash. 2. IS THE DIVIDEND PAYMENT IN SHARES ONLY OFFERED FOR THE 2014 FINAL DIVIDEND? The General Meeting held on 29 May 2015 approved the principle of a dividend payment in shares for the 2014 final dividend and for all the 2015 interim dividends that could be decided. However, this document only covers the 2014 final dividend. 1

2 3. WHAT ARE THE AMOUNTS AND DETACHMENT AND PAYMENT DATES FOR THE 2014 FINAL DIVIDEND? The amount of the final dividend has been set at 0.61/share. It will be detached on 8 June 2015 and paid on 1 July WHAT IS THE ISSUE PRICE FOR THESE SHARES AND HOW HAS IT BEEN DETERMINED? New shares are issued at a price equal to 90% of the average of the initial prices quoted on Euronext Paris during the 20 trading sessions preceding the day of the General Meeting minus the dividend amount, and rounded up to the nearest euro cent. Accordingly, the issue price of new shares, communicated after the General Meeting of Shareholders held on 29 May 2015, is 42,02. When the dividend amount does not correspond to a whole number of shares, and if the shareholder has opted for payment in shares, they will obtain the number of shares immediately below. The difference will be paid in cash. 2

3 5. DO CONDITIONS NEED TO BE MET IN ORDER TO OPT FOR DIVIDEND PAYMENT IN SHARES? The option for payment of the final dividend in shares is open to any shareholder holding more than 69 shares at the close of trading on 5 June Below this number, the calculation of the number of shares to which a shareholder can subscribe gives a figure below 1 which, because of rounding down to the nearest whole number, implies that they cannot subscribe to any share. The option to receive the final dividend for the 2014 financial year in shares is not open to shareholders residing in any country for which such an option would require registering with or obtaining authorisation from local stock market authorities. Shareholders residing outside France must find out about any local restrictions and comply with them. Shareholders must find out for themselves about the terms and conditions and consequences relating to such an option that are likely to apply under local law, and they are advised, in particular, to consult their tax advisers. When they decide to opt or not for payment of the final dividend in shares, shareholders must take into consideration the risks associated with an investment in the Company s shares. 6. HOW CAN THE SHAREHOLDER EXPRESS THEIR CHOICE? The shareholder must inform their financial intermediary by filling in and returning the option form provided by the latter. If the shareholder is eligible for payment of the final dividend in shares (see question 5), their financial intermediary will automatically send them this form. If they do not receive the form, it is important for each shareholder to contact their financial intermediary. 3

4 7. HOW IS THE SHAREHOLDER NOTIFIED OF THE NUMBER OF SHARES TO WHICH THEY CAN SUBSCRIBE AND HOW IS THIS NUMBER CALCULATED? The form that the shareholder obtains from the financial intermediary specifies the number of shares to which they can subscribe. For administered registered shareholders or bearer shareholders, this number is calculated based on the final gross dividend (or 0.61/share). For direct registered shareholders, it is calculated based on the final net dividend, i.e. minus social security contributions and obligatory payments (see question 17), or based on the final gross dividend. Example for a shareholder holding 500 shares, therefore entitled to a 2014 final gross dividend of 500 x 0.61 = 305: If the shareholder is an administered registered shareholder or bearer shareholder they will receive the rounded down amount of 305/ 42,02, i.e 7 shares. Their bank will also debit the amount corresponding to social security contributions and taxes from their cash account (see question 17). If the shareholder is a direct registered shareholder and has opted for payment of the final dividend on a gross basis, they will receive the same number of shares as above and must pay BP2S the amount corresponding to social security contributions and taxes (see question 17). If the shareholder is a direct registered shareholder (based on the final net dividend), they will receive the rounded down amount of 305 x (1-15.5%) x (1-21%) / 42,02, i.e.4 shares (see question 17). 8. CAN THE SHAREHOLDER OPT FOR A DIFFERENT NUMBER OF SHARES FROM THE NUMBER PROPOSED? No, the proposed option relates strictly to the payment of the entire final dividend to which the shareholder is entitled. 4

5 The shareholder can only choose the number of shares proposed by their financial intermediary. In the absence of a share payment option, the shareholder will automatically receive their final dividend in cash. 9. IN WHAT FORM WILL THE SHARES SUBSCRIBED BE DELIVERED? A shareholder holding fully registered shares will receive their shares in their registered current account if they choose payment in shares. A shareholder holding administered registered shares will receive their shares in bearer form at their bank. The bank will register them as administered registered shares on the holder s instruction. 5

6 10. FROM WHAT DATE CAN THE SHAREHOLDER INDICATE THEIR CHOICE? The shareholder can indicate their choice on receipt of the document sent to them by their financial intermediary as from 8 June Only shareholders wishing to opt for payment of the final dividend in shares need to indicate their choice. All they have to do is return the reply form, duly completed and signed, to their financial intermediary. Some financial intermediaries also offer the option of replying via their website. 11. IS THERE A DEADLINE FOR MAKING A CHOICE? The reply form must be received by the financial intermediary by 22 June 2015 at the latest, by internet or by post (when replying by post, the shareholder must therefore take account of postal delivery times). No reply form, internet or postal, will be taken into consideration if it is received after the 22 June 2015, whatever the reasons. In that case, the shareholder will automatically receive their final dividend in cash. 12. AT WHAT DATE IS IT NECESSARY TO BE A TOTAL SHAREHOLDER IN ORDER TO BENEFIT FROM THE 2014 FINAL DIVIDEND AND THE OPTION FOR PAYMENT IN SHARES? Generally, in order to receive the dividend attached to a share, it is necessary to be the holder of the share on the coupon detachment date. For dividend payment in shares, the dividend is detached on the first day of the option period for the shareholder. In the case of the 2014 final dividend, the detachment date ( ex-dividend date ) is the 8 June The shareholder must hold the TOTAL shares entitling them to this final dividend on 5 June 2015 at the latest ( record date ). 6

7 13. FROM WHEN DOES THE SHAREHOLDER FULLY OWN THE NEW SHARES PAID IN RESPECT OF THE FINAL DIVIDEND? The new shares will be delivered on 1 July 2015 to the financial establishment, which will then credit them to the shareholder s account. They will be available immediately. These new shares will have the same features and confer the same rights as the old shares. They will have immediate dividend rights. 14. CAN A BANK INVOICE FEES TO THE SHAREHOLDER OPTING FOR DIVIDEND PAYMENT IN SHARES? Payment of the final dividend, whether in cash or shares, to a shareholder residing in France does not generally result in the shareholder being invoiced by their financial intermediary. In particular, there are no fees related to reinvestment of the final dividend in shares. However, it may be that the shareholder s financial intermediary has provided for fees related to cash payments to its client in its contractual financial terms and conditions (for example, payment of the final dividend in cash, or a balancing cash payment in the case of the share payment option). It is up to each shareholder to find out about the terms and conditions proposed by their financial intermediary. 15. IS THE CHOICE MADE BY THE SHAREHOLDER ALSO VALID FOR FUTURE OPERATIONS? This choice is only valid for the final dividend paid in July 2015 and not for the next interim dividends. If the option for payment in shares of all or part of the dividend were to be proposed again in the future, Total shareholders at the relevant date would again be questioned concerning their choice. 7

8 16. IS THE DIVIDEND PAID IN SHARES SUBJECT TO SPECIFIC TAXATION? For an individual shareholder resident in France, the taxation applicable to the dividend paid in shares is the same as for a dividend paid in cash. 17. HOW ARE SOCIAL SECURITY CONTRIBUTIONS OR THE OBLIGATORY PAYMENT MADE IN THE CASE OF INDIVIDUAL SHAREHOLDERS RESIDENT FOR TAX PURPOSES IN FRANCE? The procedures for levies (social security contributions (prélèvements sociaux) or obligatory payment (prélèvement obligatoire non libératoire)) are also identical, whether the final dividend is paid in shares or in cash, namely: - in the case of fully registered shares, social security contributions and the obligatory payment are made directly by BNP Paribas Securities Services on the amount of the final dividend, except in the case of the option for a gross dividend (see question 7), and - in the case of bearer shares, the shareholder must contact their financial intermediary account keeper directly. Only the financial intermediary is in a position to inform the shareholder about the levies concerning them. The total rate of these levies on the final dividend, for individual shareholders having their residence for tax purposes in France, amounts to 36.5% (or 15.5% for social security contributions, and 21% for the obligatory payment, which constitutes an income tax prepayment). This applicable rate is 15.5% (for social security contributions), if the shareholder has requested exemption from the prepayment levy of 21% from its paying establishment. Where the shareholder receives the final dividend in respect of shares held in an Equity Savings Plan (PEA), the obligatory payment of 21% does not apply. 8

9 18. EXAMPLE Example for an individual shareholder resident in France holding 500 bearer shares. The shareholder is entitled to a 2014 final gross dividend of 500 x 0.61 = 305 They receive 7 shares (see question 7) and a balancing cash payment equal to: 305 (6 x 42,02) = 10,86. If the shareholder has not requested exemption from the obligatory payment, their financial intermediary debits from their account 305 x 15.5% x 21% =