Threshold crossing declarations and temporary transfers of shares: when and how you must inform Total and the AMF.
In addition to the legal obligation to inform the Company and the French Financial Markets Authority within four business days when thresholds representing 5%, 10%, 15%, 20%, 25%, 30%, 331/3%, 50%, 662/3%, 90% or 95% of the share capital or voting rights(1) are crossed (Article L. 233-7 of the French Commercial Code), any individual or entity who directly or indirectly acquires a percentage of the share capital, voting rights or rights giving future access to the share capital of the Company which is equal to or greater than 1%, or a multiple of this percentage, is required to notify the Company within 15 days by registered mail with return receipt requested, and declare the number of securities held.
In case the shares above these thresholds are not declared, any shares held in excess of the threshold and undeclared may be deprived of voting rights at future Shareholders' Meetings if, at that meeting, the failure to make a declaration is acknowledged and if one or more shareholders holding collectively at least 3% of the Company’s share capital or voting rights so request at that meeting.
All individuals and entities are also required to notify the Company in due form and within the time limits stated above when their direct or indirect holdings fall below each of the aforementioned thresholds.
Declarations are to be sent to the Vice President of the Investor Relations department in Paris.
Temporary transfer of securities
Pursuant to legal provisions, any legal entity or individual (with the exception of those described in paragraph IV-3 of Article L. 233-7 of the French Commercial Code) holding alone or together a number of shares representing more than 0.5% of the Company’s voting rights pursuant to one or more temporary transfers or similar operations as described by Article L. 22-10-48 (formerly L. 225-126) of the abovementioned Code is required to inform the Company and the French Financial Markets Authority of the number of shares temporarily held no later than the second business days preceding the shareholders’ meeting at midnight.
Notifications must be emailed at the following address: firstname.lastname@example.org
If no notification is sent, any share acquired under any of the above temporary transfer operations will be deprived of voting rights at the relevant Shareholders’ Meeting and at any Shareholders’ Meeting that may be held until such shares are transferred again or returned.
(1) Pursuant to article 223-11 of the General Regulation of the AMF, the number of voting rights is calculated on the basis of all outstanding shares, including those shares held by the Group that do not have rights to vote at a shareholders’ meeting.