TOTAL: TOTAL: Convening of the Shareholders Meeting to be held on May 29, 2020
06 Mayo 2020 - 1:00AM
UK Regulatory
TIDMTTA
The Board of Directors of TOTAL S.A. (Paris:FP) (LSE:TTA)
(NYSE:TOT) met on May 4, 2020, under the chairmanship of CEO
Patrick Pouyanné. It reviewed the documents related to the May 29,
2020, Annual Shareholders' Meeting, which will take place without
the physical presence of shareholders, given the current state of
health emergency in France.
The documents prepared by the Company for this General Meeting
will be available on the Company's website as of May 6, 2020,
pursuant to the regulations in force.
The Board of Directors decided to amend the 3rd resolution
related to the allocation of earnings and the declaration of
dividend for the fiscal year ended December 31, 2019, set at 2.68
EUR/share by proposing to the shareholders an option to receive the
final dividend of 0.68 EUR/share in shares.
In addition, the Board of Directors considered at this meeting
the request to include in the Agenda of the Shareholders' Meeting a
draft resolution proposed by shareholders representing nearly 1.37%
of the share capital of the Company. This draft seeks to amend an
article of the by-laws related to the management report that, if
adopted, would lead such report to include notably the strategy of
the Company as defined by the Board to align its activities with
the objectives of the Paris Climate agreement as well as the
setting in absolute terms of targets for greenhouse gas emissions
not only for emissions directly related to the operations the
Company is responsible for, but also for indirect emissions related
to the use of energy products by clients but on which the Company
has no direct control.
The Board of Directors decided to include this proposed
resolution, which respects the forms required by law, in the Agenda
of the Combined Shareholders' Meeting to be held on May 29, 2020,
but not to recommend the approval of this resolution.
The Board of Directors emphasizes that it is fully aware of its
responsibilities on environmental matters by proposing at the
Shareholders' Meeting to amend the by-laws to enshrine
consideration of the social and environmental challenges involved
in the Company's activities in the duties of the Board of
Directors. In this context, the Board of Directors adopted, after a
productive dialogue with institutional investors -- as participants
in the global investor initiative Climate Action 100+(1) , the new
climate ambition to achieve carbon neutrality by 2050. This climate
ambition was the subject of a press release issued on May 5, 2020.
The Board considers that it is responding largely to the objectives
of the authors of the resolution and that the Group's strategy
incorporates this ambition. There is therefore no need to compel
the strategic framework of the Company's activity in the by-laws,
beyond what the Board of Directors has already proposed to the
Shareholders' Meeting.
In addition, by targeting indirect greenhouse gas emissions
related to the use of Total's energy products by its clients, the
resolution as drafted leads the Group to assume responsibility for
these emissions, although the use of its products results from its
clients' choices, and the Company does not have the direct capacity
to act on the demand. Total does not manufacture aircrafts, cars or
cement, but it supplies the energy products that are used or
processed by other industries to provide services or products.
While Total can act on the mix of its energy products, only public
policies and technical and technological changes in energy
consumption - that Total supports and facilitates as part of its
Climate ambition - are able to steer energy demand.
Furthermore, the Board of Directors considers that by seeking to
specify the contents of the management report in the by-laws, the
proposed resolution undermines the prerogatives of the Board of
Directors and results in interference by the Shareholders' Meeting
in the remit of the Board of Directors in violation of the
principle of division of powers between corporate bodies
Finally, at the Shareholders' Meeting, the resolutions relating
to compensation policies for the year 2020 will be submitted to the
shareholders for a vote on the Chairman & CEO on one part and
the members of the Board of Directors on the other. The Board
informs the shareholders that in the extraordinary economic
situation facing the Group, which requires a vigorous economic
response from the company, the Chairman & CEO proposed that his
fixed compensation be reduced by 25% from May 1 to December 31,
2020. The Board of Directors took note of this and noted that given
the expected evolution of the economic criteria for the variable
portion, Patrick Pouyanné's 2020 total compensation will decrease
by more than 30% compared to 2019. The members of the Board of
Directors have also decided to give up 25% of their compensation
for their mandate from the Annual Shareholders' Meeting. .
***
Conditions of availability of the preparatory documents:
The preliminary notice of the Shareholders' Meeting was
published in the BALO (Bulletin des annonces légales obligatoires)
on March 25, 2020, and the convening notice including the modified
agenda and the modified text of the proposed resolutions, will be
published on May 6, 2020.The documents referred to in Article R.
225-83 of the French Commercial Code will be made available to
Shareholders as from the date of the convening notice for the
Meeting in accordance with applicable regulation. Shareholders
holding registered shares may, up to and including the fifth day
prior to the Meeting, request that the Company sends these
documents to them free of charge. For shareholders holding bearer
shares, the exercise of this right is subject to the provision of a
certificate of registration in the accounts of the bearer shares
issued by the authorized intermediary. The documents referred to in
Article R. 225-73-1 of the French Commercial Code may be consulted
and downloaded on the Company's website: total.com/Investors/Annual
Shareholders' meeting/The documents of the Meeting from May 6,
2020.
* * *
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.
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 indirectly owns 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. 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-looking information or
statement, objectives or trends contained in this document whether
as a result of new information, future events or otherwise.
(1) According to Total evaluation, participants to Climate
Action 100+ own more than 25% of Total's shares.
Total Contacts:
Media Relations: +33 1 47 44 46 99 l presse@total.com l
@TotalPress
Investor Relations: +44 (0)207 719 7962 l ir@total.com
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SOURCE: TOTAL
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