SECOND SUPPLEMENT DATED 10 NOVEMBER 2016 TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS DATED 29 APRIL 2016

Transcription

1 SECOND SUPPLEMENT DATED 10 NOVEMBER 2016 TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS DATED 29 APRIL 2016 TOTAL S.A., TOTAL CAPITAL, TOTAL CAPITAL CANADA LTD. and TOTAL CAPITAL INTERNATIONAL 35,000,000,000 (increased from 30,000,000,000 the Programme Limit ) Euro Medium Term Note Programme Due from seven days from the date of original issue This supplement (the Second Supplement ) is supplemental to, and should be read in conjunction with, the Debt Issuance Programme Prospectus dated 29 April 2016 (the Prospectus ) and the First Supplement thereto dated 19 August 2016 (the First Supplement ) (together, the Debt Issuance Programme Prospectus ), which has been prepared by Total S.A., Total Capital, Total Capital International and Total Capital Canada Ltd. (the Issuer or Issuers, as the case may be) in relation to the 30,000,000,000 Euro Medium Term Note Programme (the Programme ). The Debt Issuance Programme Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (the Prospectus Directive ). The Autorité des marchés financiers (the AMF ) granted the Prospectus visa no on 29 April 2016 and the First Supplement visa no on 19 August Application has been made for approval of this Second Supplement to the AMF in its capacity as competent authority pursuant to Article of its Règlement Général which implements the Prospectus Directive in France. Unless the context otherwise requires, terms defined in the Debt Issuance Programme Prospectus shall have the same meaning when used in this Second Supplement. To the extent that there is any inconsistency between (a) any statement in this Second Supplement or any statement incorporated by reference into this Second Supplement and (b) any statement in, or incorporated by reference in the Debt Issuance Programme Prospectus, the statements referred to in (a) above will prevail. This Second Supplement constitutes a supplement to the Debt Issuance Programme Prospectus for the purposes of Article 16 of the Prospectus Directive and has been prepared in accordance with Article 16.1 of the Prospectus Directive and Article of the AMF s Règlement Général for the purpose of, inter alia: (a) (b) (c) (d) incorporating by reference the unaudited interim financial statements as at, and for the nine-month period ended, 30 September 2016 for each of Total S.A., Total Capital and Total Capital International; updating the summary section in English and the Résumé en français section in French to reflect such updated financial information and a debt securities issue; adding a new Recent Developments section to reflect recent developments relating to the Group; and updating the General Information section. Copies of this Second Supplement (a) may be obtained, free of charge, at the registered office of Total S.A. during normal business hours, (b) will be available on the website of Total S.A. ( (c) will be available on the website of the AMF ( and (d) will be available for collection free of charge on any weekday (Saturdays, Sundays and public holidays excepted) at the specified offices of the Fiscal Agent and each Paying Agent during normal business hours so long as any of the Notes are outstanding. In relation to any offer of Notes to the public, and provided that the conditions of article 16(2) of the Prospectus Directive are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before this Second Supplement is published have the right, according to article 16(2) of the Prospectus Directive, to withdraw their acceptances within a time limit of two (2) working days after the publication of this Second Supplement, i.e. until 15 November 2016.

2 TABLE OF CONTENTS SUMMARY... 3 RÉSUMÉ EN FRANÇAIS... 6 DOCUMENTS INCORPORATED BY REFERENCE... 9 RECENT DEVELOPMENTS GENERAL INFORMATION PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE SECOND SUPPLEMENT

3 SUMMARY The section entitled Qualifications in the auditors report in part B.10 of the Summary on page 9 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following: B.10 Qualifications in the auditors report There were no qualifications in the audit report on the consolidated financial statements for Total S.A. for the years ended 31 December 2015 and 31 December However, the statutory auditors audit report on the consolidated financial statements for the year ended 31 December 2014 draws the attention to note Introduction to the consolidated financial statements which sets out a change in accounting methods related to the change in the presentation currency of the consolidated financial statements from the euro to the U.S. dollar. There were no qualifications in the audit report on the audited historical financial information for any of Total Capital, Total Capital Canada Ltd. or Total Capital International. There were no qualifications in the statutory auditors review report on the interim consolidated financial information for Total S.A. for the nine-month period ended 30 September There were no qualifications in the statutory auditors review report on the interim nonconsolidated financial information for the nine-month period ended 30 September 2016 for Total Capital. There were no qualifications in the independent auditors report on review of the interim non-consolidated financial statements for the six-month period ended 30 June 2016 for Total Capital Canada Ltd. There were no qualifications in the statutory auditors review report on the interim nonconsolidated financial information for the nine-month period ended 30 September 2016 for Total Capital International. The section entitled Selected financial information/no material adverse change and no significant change statements in part B.12 of the Summary on page 9 to 11 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following: 3

4 B.12 Selected financial information /no material adverse change and no significant change statements Total S.A. The following table shows Total S.A. s key figures relating to the income statement and balance sheet (consolidated figures) as at, and for the years ended 31 December 2015 and 2014 and as at, and for the nine-month periods ended 30 September 2016 and 30 September In millions of U.S. dollars nine-month nine-month period ended period ended 30 September 30 Septembe 2016 r 2015 (unaudited) (unaudited) year ended 31 December 2015 (audited) year ended 31 December 2014 (audited) Total Assets , , , ,798 Net Income for the period... 5,719 6,586 4,786 4,250 Share Capital... 7,849 7,602 7,670 7,518 Except as disclosed in part B.13 of the Summary to this Debt Issuance Programme Prospectus there has been no significant change in the financial or trading position of Total S.A. since 30 September 2016 and no material adverse change in the prospects of Total S.A. since 31 December Total S.A. issued on 4 October ,500,000,000 perpetual and deeply subordinated notes in two tranches. The first tranche comprised 1,000,000,000 undated non-call 6.6 year notes and the second comprised 1,500,000,000 undated non-call 10 year notes. Both tranches will be classified as equity under IFRS rules in Total S.A. consolidated statement. Total Capital The following table shows Total Capital s key figures related to the income statement and balance sheet (non-consolidated figures) as at, and for the years ended 31 December 2015 and 2014 and as at, and for the nine-month periods ended 30 September 2016 and 30 September In millions of euros nine-month nine-month period ended period ended 30 September 30 September (unaudited) (unaudited) year ended 31 December 2015 (audited) year ended 31 December 2014 (audited) Total Assets... 8, , , , Net Income for the period Share Capital There has been no significant change in the financial or trading position of Total Capital since 30 September 2016 and no material adverse change in the prospects of Total Capital since 31 December Total Capital Canada Ltd. The following table shows Total Capital Canada Ltd. s key figures related to the income statement and balance sheet (non-consolidated figures) as at, and for the years ended, 31 December 2015 and 2014 and as at, and for the six-month periods ended, 30 June 2016 and 4

5 30 June six-month period ended 30 June 2016 (unaudited) six-month period ended 30 June 2015 (unaudited) year ended 31 December 2015 (audited) year ended 31 December 2014 (audited) In millions of U.S. dollars Total Assets... 12, , , , Net Income for the period Share Capital There has been no significant change in the financial or trading position of Total Capital Canada Ltd. since 30 June 2016 and no material adverse change in the prospects of Total Capital Canada Ltd. since 31 December Total Capital International The following table shows Total Capital International s key figures related to the income statement and balance sheet (non-consolidated figures) as at, and for the years ended, 31 December 2015 and 2014 and as at, and for the nine-month periods ended 30 September 2016 and 30 September In millions of euros Total Assets... Net Income for the period... nine-month period ended 30 September 2016 (unaudited) nine-month period ended 30 September 2015 (unaudited) year ended 31 December 2015 (audited) year ended 31 December 2014 (audited) 23, , , , Share Capital There has been no significant change in the financial or trading position of Total Capital International since 30 September 2016 and no material adverse change in the prospects of Total Capital International since 31 December

6 RÉSUMÉ EN FRANÇAIS The section entitled Réserves contenues dans le rapport des Commissaires aux comptes in part B.10 of the Résumé en français on page 31 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following: B.10 Réserves contenues dans le rapport des Commissaires aux comptes Le rapport des commissaires aux comptes sur les comptes consolidés de Total S.A. pour les exercices clos les 31 décembre 2014 et 2015 ne contient aucune réserve. Toutefois, le rapport des commissaires aux comptes sur les comptes consolidés de Total S.A. pour l exercice clos le 31 décembre 2014 attire l attention sur le point mentionné dans la note «Introduction» de l annexe aux comptes consolidés qui expose le changement de méthode comptable relatif au changement de monnaie de présentation des états financiers consolidés de la société de l euro au dollar U.S. Le rapport des commissaires aux comptes relatif aux informations financières auditées historiques de Total Capital, Total Capital Canada Ltd. ou Total Capital International ne contiennent aucune réserve. Le rapport des commissaires aux comptes sur l information financière de Total S.A. pour la période close le 30 septembre 2016 ne contient pas de réserves. Le rapport des commissaires aux comptes sur l information financière pour la période close le 30 septembre 2016 de Total Capital ne contient pas de réserves. Le rapport des commissaires aux comptes sur l information financière pour la période close le 30 juin 2016 de Total Capital Canada Ltd. ne contient pas de réserves. Le rapport des commissaires aux comptes sur l information financière pour la période close le 30 septembre 2016 de Total Capital International ne contient pas de réserves. The section entitled Informations financières sélectionnées/absence de détérioration significative et de changement significatif des états financiers in part B.12 of the Résumé en français on pages 32 and 33 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following: B.12 Informations financières sélectionnées/ absence de détérioration significative et de changement significatif des états financiers Total S.A. Le tableau suivant présente les informations financières sélectionnées relatives au compte de résultat et au bilan (chiffres consolidés) de Total S.A. aux, et pour les exercices clos le 31 décembre 2015 et 2014 et les périodes closes le 30 septembre 2016 et le 30 septembre en millions de dollars U.S. Au/pour la période close le 30 septembre 2016 (nonaudité) Au/pour la Au/pour période close l exercice clos le 30 le 31 septembre décembre 2015 (nonaudité) 2015 (audité) Au/pour l exercice clos le 31 décembre 2014 (audité) Total du Bilan Résultat Net pour la période Capital Social Sauf indication contraire dans l élément B.13 du Résumé au présent Prospectus du Programme d Emission de Titres de Créances aucun changement significatif de la situation financière ou commerciale de Total S.A. n est survenu depuis le 30 septembre 2016 ni aucune détérioration significative n a affecté les perspectives de Total S.A. depuis le 31 décembre

7 Le 4 octobre 2016, Total S.A. a procédé à l émission d un emprunt obligataire d un montant total de 2,500,000,000 composé de deux tranches de titres perpétuels super subordonnés. La première tranche, d un montant total de 1,000,000,000 d obligations à échéance indéterminée, ne donne pas lieu à remboursement anticipé pendant 6,6 ans. La seconde tranche, d un montant total de 1,500,000,000 d obligations à échéance indéterminée, ne donne pas lieu à remboursement anticipé pendant 10 ans. Dans les comptes consolidés de Total S.A., les deux tranches seront considérées comme des capitaux propres en application des normes IFRS. Total Capital Le tableau suivant présente les informations financières sélectionnées relatives au compte de résultat et au bilan (chiffres non consolidés) de Total Capital aux, et pour les exercices clos le 31 décembre 2015 et 2014 et les périodes closes le 30 septembre 2016 et le 30 septembre en millions d euros Au/pour la période close le 30 septembre 2016 (nonaudité) Au/pour la Au/pour période close lel exercice clos le 30 septembre 31 décembre 2015 (nonaudité) 2015 (audité) Au/pour l exercice clos le 31 décembre 2014 (audité) Total du Bilan , , ,711 Résultat Net pour la période.. 0,103 0,710 1,571 1,136 Capital Social... 0,300 0,300 0,300 0,300 Aucun changement significatif de la situation financière ou commerciale de Total Capital n est survenu depuis le 30 septembre 2016 ni aucune détérioration significative n a affecté les perspectives de Total Capital depuis le 31 décembre Total Capital Canada Ltd. Le tableau suivant présente les informations financières sélectionnées relatives au compte de résultat et au bilan (chiffres non consolidés) de Total Capital Canada Ltd. aux, et pour les exercices clos le 31 décembre 2015 et 2014 et les périodes closes le 30 juin 2016 et le 30 juin en millions de dollars U.S. Au/pour la période close le 30 juin 2016 (nonaudité) Au/pour la période close le 30 juin 2015 (nonaudité) Au/pour l exercice clos le 31 décembre 2015 (audité) Au/pour l exercice clos le 31 décembre 2014 (audité) Total du Bilan , , , ,156 Résultat Net pour la période.. 0,120 0,417 0,517 0,032 Capital Social... 0,050 0,050 0,050 0,050 Aucun changement significatif de la situation financière ou commerciale de Total Capital Canada Ltd. n est survenu depuis le 30 juin 2016 ni aucune détérioration significative n a affecté les perspectives de Total Capital Canada Ltd. depuis le 31 décembre

8 Total Capital International Le tableau suivant présente les informations financières sélectionnées relatives au compte de résultat et au bilan (chiffres non consolidés) de Total Capital International aux, et pour les exercices clos le 31 décembre 2015 et 2014 et les périodes closes le 30 septembre 2016 et le 30 septembre en millions d euros Au/pour la période close le 30 septembre 2016 (nonaudité) Au/pour la Au/pour période close lel exercice clos le 30 septembre 31 décembre 2015 (nonaudité) 2015 (audité) Au/pour l exercice clos le 31 décembre 2014 (audité) Total du Bilan , , , ,915 Résultat Net pour la période 4,402 4,157 6,021 3,582 Capital Social... 0,300 0,300 0,300 0,300 Aucun changement significatif de la situation financière ou commerciale de Total Capital International n est survenu depuis le 30 septembre 2016 ni aucune détérioration significative n a affecté les perspectives de Total Capital International depuis le 31 décembre

9 DOCUMENTS INCORPORATED BY REFERENCE The following paragraph (e) shall be inserted immediately following paragraph (d) in the section entitled Documents Incorporated By Reference on page 65 of the Debt Issuance Programme Prospectus and the existing paragraph (e) shall be renumbered (f): (e) the sections referred to in the table below included in (i) the English language unaudited consolidated interim financial statements and statutory auditors review report for the nine-month period ended 30 September 2016 of Total S.A. (the Total S.A. Third Quarter 2016 Report ), (ii) the English language unaudited nonconsolidated interim financial statements and statutory auditors review report for the nine-month period ended 30 September 2016 of Total Capital (the Total Capital Third Quarter 2016 Report ), (iii) the English language unaudited non-consolidated interim financial statements and statutory auditors review report for the sixmonth period ended 30 June 2016 of Total Capital Canada Ltd. (the Total Capital Canada Ltd. First Half 2016 Report ) and (iv) the English language unaudited non-consolidated interim financial statements and statutory auditors review report for the nine-month period ended 30 September 2016 of Total Capital International (the Total Capital International Third Quarter 2016 Report ); Each of the reports referred to above has been filed with the AMF. The table entitled Information incorporated by reference in relation to Total S.A. and the Group in the section entitled Documents Incorporated by Reference on pages 66 to 70 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety by the following: INFORMATION INCORPORATED BY REFERENCE IN RELATION TO TOTAL S.A. AND THE GROUP INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report 3. Selected Information 3.1 Selected historical financial information regarding the issuer, presented, for each financial year for the period covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information. The selected historical financial information must provide key figures that summarise the financial condition of the issuer. 2 to 4 4. Risk Factors Prominent disclosure of risk factors that may affect the issuer s ability to fulfil its obligations under the securities to investors in a section headed Risk Factors. 59 to Information about the Issuer 5.1 History and development of the Issuer: 6 and the legal and commercial name of the issuer; 6 and the place of registration of the issuer and its registration number; the date of incorporation and the length of life of the issuer, except where indefinite; the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office); and 182 9

10 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. 52 to Investments: 41 to A description of the principal investments made since the date of the last published financial statements Information concerning the issuer s principal future investments, on which its management bodies have already made firm commitments Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item to to to 43 and Business Overview 6.1 Principal activities: 6 to A description of the issuer s principal activities stating the main categories of products sold and/or services performed; and an indication of any significant new products and/or activities. 6.2 Principal markets: A brief description of the principal markets in which the issuer competes. 6.3 The basis for any statements made by the issuer regarding its competitive position. 2 and 6 to 46 6 to 46 1 and 6 to 46 6 to Organisational Structure 7.1 If the issuer is part of a group, a brief description of the group and of the issuer s position within it. 7.2 If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. 47 to 49 and 288 to to 49 and 274 to Trend Information 8.1 Include a statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements. In the event that the issuer is unable to make such a statement, provide details of this material adverse change. 8.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer s prospects for at least the current financial year to 46 10

11 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report 9. Profit Forecasts or Estimates If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 9.1 and 9.2: 9.1 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 9.2 A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. 9.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 10. Administrative, Management, and Supervisory Bodies 10.1 Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: 80 to 88 (a) members of the administrative, management or supervisory bodies; 80 to 88 and 101 to 102 (b) partners with unlimited liability, in the case of a limited partnership with a share capital Administrative, Management, and Supervisory bodies conflicts of interests Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 10.1 and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, make a statement to that effect. 86, 87 and Board Practices 11.1 Details relating to the issuer s audit committee, including the names of committee members and a summary of the terms of reference under which the committee operates. 88 to A statement as to whether or not the issuer complies with its country s of incorporation corporate governance regime(s). In the event that the issuer does not comply with such a regime a statement to that effect must be included together with an explanation regarding why the issuer does not comply with such regime. 100 to

12 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report 12. Major Shareholders 12.1 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control, and describe the measures in place to ensure that such control is not abused. 171 to 173 and 183 to A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer. 13. Information concerning the Issuer s Assets and Liabilities, Position and Profits and Losses 13.1 Historical Information Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent year s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. 243 to 246, 248 to to 192, 194 to to 31 If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under the Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least: (a) balance sheet; (b) income statement; 243, , to 6 (c) cash flow statement; and , 9 12

13 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report (d) accounting policies and explanatory notes. 248 to to to 31 The historical annual financial information must have been independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard. 238, 243 to to 186, 188, 189 to statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 243 to to to Auditing of historical annual financial information A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. 14. Additional Information 14.1 Share Capital The amount of the issued capital, the number and classes of the shares of which it is composed with details of their principal characteristics, the part of the issued capital still to be paid up, with an indication of the number, or total nominal value, and the type of the shares not yet fully paid up, broken down where applicable according to the extent to which they have been paid up Memorandum and Articles of Association The register and the entry number therein, if applicable, and a description of the issuer s objects and purposes and where they can be found in the memorandum and articles of association. 15. Material Contracts A brief summary of all material contracts that are not entered into in the ordinary course of the issuer s business, which could result in any group member being under an obligation or entitlement that is material to the issuer s ability to meet its obligation to security holders in respect of the securities being issued. 16 Third Party Information and Statement by Experts and Declarations of Any Interest 16.1 Where a statement or report attributed to a person as an expert is included in the Registration Document, provide such person s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Registration Document. 238, 242 to 346 and to to

14 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) 2014 RD 2015 RD Third Quarter 2016 Report 16.2 Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, the issuer shall identify the source(s) of the information. The table entitled Information incorporated by reference in relation to Total Capital in the section entitled Documents Incorporated by Reference on pages 71 to 73 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety by the following: INFORMATION INCORPORATED BY REFERENCE IN RELATION TO TOTAL CAPITAL INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) Reference(s) of the Total Capital Statements 2014 Reference(s) of the Total Capital Statements 2015 (except for the Risk Factors) Reference(s) in the Total Capital Third Quarter 2016 Report 4. Risk Factors Prominent disclosure of risk factors that may affect the issuer s ability to fulfil its obligations under the securities to investors in a section headed Risk Factors. 59 to 78 of the Total 2015 RD 9. Profit Forecasts or Estimates If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 9.1 and 9.2: 9.1 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 9.2 A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. 9.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 14

15 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) Reference(s) of the Total Capital Statements 2014 Reference(s) of the Total Capital Statements 2015 (except for the Risk Factors) Reference(s) in the Total Capital Third Quarter 2016 Report 13. Information concerning the Issuer s Assets and Liabilities, Position and Profits and Losses 13.1 Historical Information Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent year s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under the Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least: 8, 10, 12, 15 to 23 7, 9, 11, 15 to 23 1 to 14 (a) balance sheet; (b) income statement; (c) cash flow statement; and (d) accounting policies and explanatory notes. 15 to to 23 13, 14 The historical annual financial information must have been independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard. 2 to 4 2 to

16 INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) Reference(s) of the Total Capital Statements 2014 Reference(s) of the Total Capital Statements 2015 (except for the Risk Factors) Reference(s) in the Total Capital Third Quarter 2016 Report 13.2 statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 8 to 23 7 to 23 1 to Auditing of historical annual financial information A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. 2 to 4 2 to 4 The table entitled Information incorporated by reference in relation to Total Capital International in the section entitled Documents Incorporated by Reference on pages 73 to 74 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety by the following: INFORMATION INCORPORATED BY REFERENCE IN RELATION TO TOTAL CAPITAL INTERNATIONAL INFORMATION INCORPORATED BY REFERENCE (PURSUANT TO ANNEX IV OF THE COMMISION REGULATION (EC) NO 809/2004 DATED 29 APRIL 2004) Reference(s) of the Total Capital International Statements 2014 Reference(s) of the Total Capital International Statements 2015 (except for the Risk Factors) Reference(s) of the Total Capital International Third Quarter 2016 Report 4. Risk Factors Prominent disclosure of risk factors that may affect the issuer s ability to fulfil its obligations under the securities to investors in a section headed Risk Factors. 9. Profit Forecasts or Estimates If an issuer chooses to include a profit forecast or a profit estimate, the registration document must contain the information items 9.1 and 9.2: 9.1 A statement setting out the principal assumptions upon which the issuer has based its forecast, or estimate. There must be a clear distinction between assumptions about factors which the members of the administrative, management or supervisory bodies can influence and assumptions about factors which are exclusively outside the influence of the members of the administrative, management or supervisory bodies; the assumptions must be readily understandable by investors, be specific and precise and not relate to the general accuracy of the estimates underlying the forecast. 59 to 78 of the Total 2015 RD 16

17 9.2 A report prepared by independent accountants or auditors must be included stating that in the opinion of the independent accountants or auditors the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer. 9.3 The profit forecast or estimate must be prepared on a basis comparable with the historical financial information. 13. Information concerning the Issuer s Assets and Liabilities, Position and Profits and Losses 13.1 Historical Information Audited historical financial information covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent year s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer s next published annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. 8, 10, 12, 15 to 22 8, 10, 12, 15 to 23 1 to 14 If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under the Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is an issuer from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country s national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least: (a) balance sheet; (b) income statement; (c) cash flow statement; and (d) accounting policies and explanatory notes. 15 to to 23 13, 14 The historical annual financial information must have been independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a Member State or an equivalent standard. 2 to 4 2 to

18 13.2 statements If the issuer prepares both own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 8 to 22 8 to 23 1 to Auditing of historical annual financial information A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given. 2 to 4 2 to 4 18

19 RECENT DEVELOPMENTS A new section entitled Recent Developments as set out below is inserted immediately after page 116 of the Debt Issuance Programme Prospectus: RECENT DEVELOPMENTS Total Capital International has issued on 12 July 2016 two (2) tranches of Notes for a total aggregate amount of 2,750,000,000, guaranteed by Total which are described in final terms that are publically available on the website of the Autorité des Marchés Financiers ( Total S.A. issued on 4 October ,500,000,000 perpetual and deeply subordinated notes in two tranches. The first tranche comprised 1,000,000,000 undated non-call 6.6 year notes and the second comprised 1,500,000,000 undated non-call 10 year notes. Both tranches will be classified as equity under IFRS rules in Total S.A. consolidated statement. 19

20 GENERAL INFORMATION Paragraph (4) in the General Information section of the Debt Issuance Programme Prospectus on page 163 entitled Significant change in the Issuer s financial trading position is hereby deleted and replaced in its entirety with the following: Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, there has been no significant change in the financial or trading position of Total S.A. on a consolidated basis since the end of the last financial period for which interim financial information has been published, being 30 September Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, there has been no significant change in the financial or trading position of Total Capital since the end of the last financial period for which interim financial information has been published, being 30 September Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, there has been no significant change in the financial or trading position of Total Capital Canada Ltd. since the end of the last financial period for which interim financial information has been published, being 30 June Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, there has been no significant change in the financial or trading position of Total Capital International since the end of the last financial period for which interim financial information has been published, being 30 September

21 PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE SECOND SUPPLEMENT To the best of Total S.A. s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import and Total S.A. accepts responsibility accordingly. TOTAL S.A. 2, place Jean Miller, La Défense Courbevoie, France Duly represented by: Jean-Pierre Sbraire, Group Treasurer of Total on 10 November 2016 To the best of Total Capital s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import and Total Capital accepts responsibility accordingly. TOTAL CAPITAL 2, place Jean Miller, La Défense Courbevoie, France Duly represented by: Jean-Pierre Sbraire on behalf of Total Finance Corporate Services Limited Group Treasurer of Total on 10 November

22 To the best of Total Capital Canada Ltd. s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import and Total Capital Canada Ltd. accepts responsibility accordingly. TOTAL CAPITAL CANADA LTD. 2900, 240-4th Avenue S.W. Calgary, Alberta, T2P 4H4, Canada Duly represented by: Jean-Pierre Sbraire, President of Total Capital Canada Ltd. on 10 November 2016 To the best of Total Capital International s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import and Total Capital International accepts responsibility accordingly. TOTAL CAPITAL INTERNATIONAL 2, place Jean Miller, La Défense Courbevoie, France Duly represented by: Jean-Pierre Sbraire on behalf of Total Finance Corporate Services Limited Group Treasurer of Total on 10 November

23 Autorité des marchés financiers In accordance with Articles L and L of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers ( AMF ), in particular Articles to , the AMF has granted to this Second Supplement the visa no on 10 November This Second Supplement was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of whether the document is complete and comprehensible, and whether the information in it is coherent. It does not imply that the AMF has verified the accounting and financial data set out in it and the appropriateness of the issue of the Notes. This visa has been granted subject to the publication of final terms in accordance with Article of the AMF's General Regulations, setting out the terms of the securities being issued. 23