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Shareholders' equity and share-based payments
12 Months Ended
Dec. 31, 2020
Shareholders' equity and share-based payments  
Shareholders' equity and share-based payments

NOTE Shareholders’ equity and share-based payments

9.1 Shareholders’ equity

Number of TOTAL shares and rights attached

As of December 31, 2020, the share capital of TOTAL SE amounts to €6,632,810,062.50, divided into 2,653,124,025 shares, with a par value of €2.50. There is only one category of shares. The shares may be held in either registered or bearer form.

The authorized share capital amounts to 3,668,371,962 shares as of December 31, 2020 compared to 3,593,399,547 shares as of December 31, 2019 and 3,669,077,772 shares as of December 31, 2018.

A double voting right is assigned to shares that are fully-paid and held in registered form in the name of the same shareholder for at least two years, with due consideration for the total portion of the share capital represented. A double voting right is also assigned, in the event of an increase in share capital by incorporation of reserves, profits or premiums, to registered shares granted for free to a shareholder due to shares already held that are entitled to this right.

Pursuant to the Company's bylaws (Statutes), no shareholder may cast a vote at a Shareholders' Meeting, either by himself or through an agent, representing more than 10% of the total voting rights for the Company's shares. This limit applies to the aggregated amount of voting rights held directly, indirectly or through voting proxies. However, in the case of double voting rights, this limit may be extended up to 20%  of the total voting rights for the Company's shares.

These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least two-thirds of the total share capital of the Company, directly or indirectly, following a public tender offer for all of the Company’s shares.

Share cancellation

The Board of Directors, pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting on May 26, 2017, in the thirteenth resolution to reduce, on one or more occasions, the Company’s share capital by cancelling shares, in accordance with the provisions of Articles L. 225-209 and L. 225-213 of the French Commercial Code, has proceeded with the following cancellation of TOTAL shares:

 

 

 

 

 

Percentage

 

Number of shares

Buybacks for the purpose of

 

of the share

Fiscal

Board of Directors’

bought back and

cancellation of the

the shareholder

 

capital

year

    

decision date

    

cancelled 

    

dilution(a)

    

return policy(b)

    

cancelled(c)

 

2020

 

 

n/a(d)

 

 

2019

December 11, 2019

 

65,109,435 shares bought back between October 29, 2018 and September 9, 2019

 

34,860,133 shares issued as payment for the 1st, 2nd and 3rd 2018 interim dividends

 

30,249,302 shares

 

2.44

%

2018

December 12, 2018

 

44,590,699 shares bought back between February 9 and October 11, 2018

 

28,445,840 shares issued as payment for the 2nd and 3rd interim dividends as well as for the final 2017 dividends

 

16,144,859 shares

 

1.66

%

(a)Cancellation of the dilution for the shares issued, without discount, for the scrip dividend.
(b)Within the framework of the $5 billion share buyback program over the 2018-2020 period.  On March 23, 2020, in the context of the COVID-19 pandemic and the fall in the oil prices, TOTAL SE announced the suspension of its buyback programme. The Company had previously announced a $2 billion share buyback target for 2020 in a 60 $/b environment and has bought back $554 million.
(c)Percentage of the share capital that the cancelled shares represented on the operations’ date.
(d)TOTAL SE did not cancel any shares in the fiscal year 2020.

Variation of the number of shares composing the share capital

As of December 31, 2017 (a)

    

    

2,528,989,616

2018 Capital increase reserved for employees

9,354,889

 

Capital increase as payment of the scrip dividend (second, third interim and final 2017 dividend, as well as the first 2018 interim dividend)

 

47,229,037

 

Exercise of TOTAL share subscription options

2,096,571

Capital increase in consideration for the acquisition of Maersk Olie og Gas A/S

97,522,593

 

Capital reduction by cancellation of treasury shares

 

(44,590,699)

As of December 31, 2018(b)

 

  

 

2,640,602,007

 

2019 Capital increase reserved for employees

 

10,047,337

Capital increase as payment of the scrip dividend (second and third 2018 interim dividend)

16,076,936

 

Exercise of TOTAL share subscription options

 

264,230

Capital reduction by cancellation of treasury shares

(65,109,435)

As of December 31, 2019(c)

 

  

 

2,601,881,075

 

Deferred contribution pursuant to the 2015 capital increase reserved for employees

 

18,879

2020 Capital increase reserved for employees

13,160,383

 

Capital increase as payment of the scrip dividend (final 2019 dividend)

 

38,063,688

AS OF DECEMBER 31, 2020 (d)

 

  

 

2,653,124,025

(a)Including 8,376,756 treasury shares deducted from consolidated shareholders’ equity.
(b)Including 32,473,281 treasury shares deducted from consolidated shareholders’ equity.
(c)Including 15,474,234 treasury shares deducted from consolidated shareholders’ equity.

(d)Including 24,392,703 treasury shares deducted from consolidated shareholders’ equity.

Capital increase reserved for Group employees

The Extraordinary General Meeting (“EGM”) of May 29, 2020, in its twentieth resolution, granted the authority to the Board of Directors to carry out, a capital increase, in one or more occasions within a maximum period of twenty-six months, reserved to members (employees and retirees) of a company or group savings plan of the Company (“ESOP”).

In fiscal year 2020, the Board of Directors of September 16, 2020, by virtue of the twentieth resolution above-mentioned, decided to proceed with a capital increase reserved for Group employees and retirees within the limit of 18 million shares with immediate dividend rights. On this occasion, the Board of Directors has granted all powers to the Chairman and Chief Executive Officer to determine the opening and closing dates of the subscription period and the subscription price. This capital increase is expected to be completed after the General Meeting of May 28, 2021.

During the fiscal years 2018, 2019 and 2020, the Company completed the following ESOP, which terms are set out below:

Fiscal year

    

2020

    

2019

    

2018

Date of the ESOP

June 11, 2020

June 6, 2019

May 3, 2018

By virtue of

18th resolution of the EGM of June 1, 2018

18th resolution of the EGM of June 1, 2018

23rd resolution of the EGM of May 24, 2016

Subscriptions

  

  

Number of shares subscribed

12,952,925

9,845,111

9,174,817

Subscription price

26.20 euros

40.10 euros

37.20 euros

Free shares

  

  

Number of shares granted

207,458

202,226

180,072

By virtue of

19th resolution of the EGM of June 1, 2018

19th resolution of the EGM of June 1, 2018

24th resolution of the EGM of June 24, 2016

Deferred contribution

  

  

  

Number of shares granted

1,380

5,932

6,784

Number of beneficiaries

276

1,187

1,360

End of the acquisition period

June 11, 2025

June 6, 2024

May 3, 2023

Treasury shares

Accounting principles

Treasury shares held by TOTAL SE or by its subsidiaries are deducted from consolidated shareholders’ equity. Gains or losses on sales of treasury shares are excluded from the determination of net income and are recognized in shareholders’ equity.

TOTAL shares held by TOTAL SE

As of December 31,

    

2020

    

2019

    

2018

 

Number of treasury shares held by TOTAL SE

 

24,392,703

 

15,474,234

 

32,473,281

 

Percentage of share capital

 

0.92

%

0.59

%

1.23

%

Of which shares acquired with the intention to cancel them

23,284,409

11,051,144

27,360,278

Of which shares allocated to TOTAL share performance plans for Group employees

 

1,055,446

4,357,324

 

5,044,817

 

Of which shares intended to be allocated to new share performance or purchase options plans

 

52,848

 

65,766

 

68,186

 

Paid-in surplus

In accordance with French law, the paid-in surplus corresponds to premiums related to shares issuances, contributions or mergers of the parent company which can be capitalized or used to offset losses if the legal reserve has reached its minimum required level. The amount of the paid-in surplus may also be distributed subject to taxation except when it qualifies as a refund of shareholder contributions.

As of December 31, 2020, paid-in surplus relating to TOTAL SE amounted to €36,722 million (€35,415 million as of December 31, 2019 and €37,276 million as of December 31, 2018).

Reserves

Under French law, 5% of net income must be transferred to the legal reserve until the legal reserve reaches 10% of the nominal value of the share capital. This reserve cannot be distributed to the shareholders other than upon liquidation but can be used to offset losses.

If wholly distributed, the unrestricted reserves of the parent company would be taxed for an approximate amount of $492 million as of December 31, 2020 ($575 million as of December 31, 2019 and $607 million as of December 31, 2018) due to additional corporation tax applied on regulatory reserves so that they become distributable.

Earnings per share

Accounting principles

Earnings per share is calculated by dividing net income (Group share) by the weighted-average number of common shares outstanding during the period, excluding TOTAL shares held by TOTAL SE (Treasury shares) which are deducted from consolidated shareholders’ equity.

Diluted earnings per share is calculated by dividing net income (Group share) by the fully-diluted weighted-average number of common shares outstanding during the period. Treasury shares held by the parent company, TOTAL SE are deducted from consolidated shareholders’ equity. These shares are not considered outstanding for purposes of this calculation which also takes into account the dilutive effect of share subscription or purchase options plans, share grants and capital increases with a subscription period closing after the end of the fiscal year.

The weighted-average number of fully-diluted shares is calculated in accordance with the treasury stock method provided for by IAS 33. The proceeds, which would be recovered in the event of an exercise of rights related to dilutive instruments, are presumed to be a share buyback at the average market price over the period. The number of shares thereby obtained leads to a reduction in the total number of shares that would result from the exercise of rights.

In compliance with IAS 33, earnings per share and diluted earnings per share are based on the net income after deduction of the remuneration due to the holders of deeply subordinated notes.

The variation of both weighted-average number of shares and weighted-average number of diluted shares respectively, as of December 31, respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as follows:

    

2020

    

2019

    

2018

Number of shares as of January 1,

  

2,601,881,075

2,640,602,007

2,528,989,616

TOTAL shares held by TOTAL SE or by its subsidiaries and deducted from shareholders' equity

(15,474,234)

(32,473,281)

(8,376,756)

Evolution of the number of shares during the financial year (pro-rated)

  

 

 

Exercise of TOTAL share subscription options

  

 

157,153

 

1,351,465

Final grant of TOTAL performance shares

  

2,154,064

 

2,140,576

 

2,039,729

Capital increase reserved for employees

  

7,689,476

 

5,860,947

 

6,236,593

Capital increase as payment of the scrip dividend

17,445,857

12,360,894

26,352,572

Capital increase in consideration for the acquisition of Maersk Olie og Gas A/S

  

 

 

81,268,828

Buyback of TOTAL treasury shares including:

  

(11,669,489)

 

(27,026,481)

 

(30,405,112)

Shares repurchased in during the fiscal year to cancel the dilution caused by the scrip dividend payment and within the framework of the share buyback program

(10,666,710)

(24,818,443)

(30,102,242)

Shares repurchased in during the fiscal year to cover for the performance share plans

(1,002,779)

(2,208,038)

(302,870)

WEIGHTED-AVERAGE NUMBER OF SHARES

  

2,602,026,749

 

2,601,621,815

 

2,607,456,934

Dilutive effect

  

 

 

Grant of TOTAL share subscription or purchase options

  

 

33,636

 

296,830

Grant of TOTAL performance shares

  

 

14,593,030

 

13,794,896

Capital increase reserved for employees(a)

  

 

1,759,407

 

2,167,784

WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES AS OF DECEMBER 31,(b)

  

2,602,026,749

 

2,618,007,888

 

2,623,716,444

(a)    Including the capital increase in consideration to the deferred contribution pursuant to the capital increase reserved for employees.

(b)    In 2020, the effect generated by the grant of TOTAL performance shares and by the capital increase reserved for employees (19,007,836 shares) is anti-dilutive. In accordance with IAS 33, the weighted-average number of diluted shares is therefore equal to the weighted-average number of shares.

Earnings per share in euros

The earnings per share in euros, converted from the earnings per share in dollars, by using the average exchange rate euro/dollar, is €(2.54) per share for 2020 closing (€3.75 for 2019 closing). The fully-diluted earnings per share calculated by using the same method is €(2.54) per share for 2020 closing (€3.72 for 2019 closing).

Dividend

The Board of Directors, on February 8, 2021, after approving the financial statements for the 2020 fiscal year, decided to propose to the Shareholders’ Meeting on May 28, 2021 the payment of a €2.64 dividend per share for the fiscal year 2020. Subject to the Shareholders’ decision, considering the first three interim dividends already decided by the Board of Directors, the final dividend for the fiscal year 2020 will be €0.66 per share.

2020 Dividend

    

First interim

    

Second interim

    

Third interim

    

Final

Amount

€0.66

€0.66

€0.66

€0.66

Set date

 

May 4, 2020

 

July 29, 2020

 

October 29, 2020

 

May 28, 2021

Ex-dividend date

 

September 25, 2020

 

January 4, 2021

 

March 25, 2021

 

June 24, 2021

Payment date

 

October 2, 2020

 

January 11, 2021

 

April 1, 2021

 

July 1, 2021

Issuances of perpetual subordinated notes

On 25 January 2021, TOTAL SE issued two tranches of perpetual subordinated notes in euro:

-Deeply subordinated notes 1.625% perpetual maturity callable after 7 years (€1,500 million); and
-Deeply subordinated notes 2.125% perpetual maturity callable after 12 years (€1,500 million).

In 2020, TOTAL SE issued perpetual subordinated notes in euro:

-Deeply subordinated notes 2.000% perpetual maturity callable after 10 years (€1,000 million).

In parallel with this issuance, TOTAL SE partially tendered perpetual 2.250% subordinated notes issued in 2015 (of which the outstanding nominal amount before the operation was €1,000 million following a first partial tender executed in April 2019) for an amount of €703 million. Following this transaction, the new nominal amount of the tendered tranche was €297 million and the Group’s total outstanding amount of perpetual subordinated notes rose temporarily by €297 million. This residual amount was fully repaid in February 2021 on its first call date.

In 2019, TOTAL SE issued perpetual subordinated notes in euro:

-Deeply subordinated notes 1.750% perpetual maturity callable after 5 years (€1,500 million).

In parallel with this issuance, TOTAL SE partially tendered perpetual 2.250% subordinated notes issued in 2015 for an amount of €1,500 million. Following this transaction, the new nominal amount of the tranche tendered was €1,000 million and the Group’s total outstanding amount of perpetual subordinated notes remained unchanged.

In 2018 and 2017, TOTAL SE did not issue any perpetual subordinated notes.

In 2016, TOTAL SE issued three tranches of perpetual subordinated notes in euro:

-Deeply subordinated notes 3.875% perpetual maturity callable after 6 years (€1,750 million);
-Deeply subordinated notes 2.708% perpetual maturity callable after 6.6 years (€1,000 million); and
-Deeply subordinated notes 3.369% perpetual maturity callable after 10 years (€1,500 million).

In 2015, TOTAL SE issued two tranches of perpetual subordinated notes in euro:

-Deeply subordinated notes 2.250% perpetual maturity callable after 6 years (€2,500 million); and
-Deeply subordinated notes 2.625% perpetual maturity callable after 10 years (€2,500 million).

Based on their characteristics (mainly no mandatory repayment and no obligation to pay a coupon except under certain circumstances specified into the documentation of the notes) and in compliance with IAS 32 standard – Financial instruments - Presentation, these notes were recorded in equity.

As of December 31, 2020, the amount of perpetual deeply subordinated notes booked in the Group shareholders' equity is $10,667 million. The coupons attributable to the holders of these securities are recognized as a deduction from the Group shareholders' equity for an amount of $308 million for fiscal year 2020 closing. The tax saving due to these coupons is booked in the statement of income.

Other comprehensive income

Detail of other comprehensive income showing both items potentially reclassifiable and those not potentially reclassifiable from equity to net income is presented in the table below:

For the year ended December 31,

    

    

    

(M$)

    

2020

    

2019

    

2018

Actuarial gains and losses

  

    

(212)

  

    

(192)

  

    

(12)

Change in fair value of investments in equity instruments

533

142

Tax effect

 

  

 

65

 

  

 

53

 

  

 

13

Currency translation adjustment generated by the parent company

 

  

 

7,541

 

  

 

(1,533)

 

  

 

(4,022)

Sub-total items not potentially reclassifiable to profit & loss

 

  

 

7,927

 

  

 

(1,530)

 

  

 

(4,021)

Currency translation adjustment

 

  

 

(4,645)

 

  

 

740

 

  

 

1,113

– Unrealized gain/(loss) of the period

 

 

(4,607)

 

 

800

 

 

1,238

– Less gain/(loss) included in net income

 

 

38

 

 

60

 

 

125

Cash flow hedge

 

 

(313)

 

  

 

(599)

 

  

 

25

– Unrealized gain/(loss) of the period

 

 

(175)

 

 

(552)

 

 

(94)

– Less gain/(loss) included in net income

 

 

138

 

 

47

 

 

(119)

Variation of foreign currency basis spread

28

1

(80)

– Unrealized gain/(loss) of the period

(22)

(57)

(80)

– Less gain/(loss) included in net income

(50)

(58)

Share of other comprehensive income of equity affiliates, net amount

 

 

(1,831)

 

 

408

 

  

 

(540)

– Unrealized gain/(loss) of the period

 

 

(1,841)

 

 

421

 

 

(495)

– Less gain/(loss) included in net income

 

 

(10)

 

 

13

 

 

45

Other

 

 

(8)

  

 

(3)

 

  

 

(5)

Tax effect

 

 

72

 

  

 

202

 

  

 

14

Sub-total items potentially reclassifiable to profit & loss

 

 

(6,697)

 

  

 

749

 

  

 

527

TOTAL OTHER COMPREHENSIVE INCOME, NET AMOUNT

 

  

 

1,230

 

  

 

(781)

 

  

 

(3,494)

The currency translation adjustment by currency is detailed in the following table:

As of December 31, 2020

Pound

Other

(M$)

    

Total

    

Euro

    

sterling

    

Ruble

    

currencies

Currency translation adjustment generated by the parent company

 

7,541

 

7,541

 

 

 

Currency translation adjustment

 

(4,645)

 

(4,668)

 

115

 

(12)

 

(80)

Currency translation adjustment of equity affiliates

 

(1,657)

 

(851)

 

(11)

 

(886)

 

91

TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME

 

1,239

 

2,022

 

104

 

(898)

 

11

As of December 31, 2019

    

    

    

Pound

    

    

Other

(M$)

    

Total

    

Euro

    

sterling

    

Ruble

    

currencies

Currency translation adjustment generated by the parent company

 

(1,533)

 

(1,533)

 

 

 

Currency translation adjustment

 

740

 

636

 

138

 

7

 

(41)

Currency translation adjustment of equity affiliates

 

607

 

149

 

(7)

 

530

 

(65)

TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME

 

(186)

 

(748)

 

131

 

537

 

(106)

As of December 31, 2018

    

    

    

Pound

    

    

Other

(M$)

    

Total

    

Euro

    

sterling

    

Ruble

    

currencies

Currency translation adjustment generated by the parent company

 

(4,022)

 

(4,022)

 

 

 

Currency translation adjustment

 

1,113

 

1,883

 

(431)

 

(10)

 

(329)

Currency translation adjustment of equity affiliates

 

(564)

 

343

 

14

 

(805)

 

(116)

TOTAL CURRENCY TRANSLATION ADJUSTMENT RECOGNIZED IN COMPREHENSIVE INCOME

 

(3,473)

 

(1,796)

 

(417)

 

(815)

 

(445)

Tax effects relating to each component of other comprehensive income are as follows:

    

2020

    

2019

2018

For the year ended December 31,

    

Pre-tax

    

Tax

    

Net

    

Pre-tax

    

Tax

    

Net

    

Pre-tax

    

Tax

    

Net

(M$)

amount

 

effect

 

amount

amount

 

effect

 

amount

amount

 

effect

 

amount

Actuarial gains and losses

(212)

 

47

 

(165)

(192)

 

55

 

(137)

(12)

 

13

 

1

Change in fair value of investments in equity instruments

533

18

551

142

(2)

140

Currency translation adjustment generated by the parent company

7,541

 

-

 

7,541

(1,533)

 

 

(1,533)

(4,022)

 

 

(4,022)

Sub-total items not potentially reclassifiable to profit & loss

7,862

 

65

 

7,927

(1,583)

 

53

 

(1,530)

(4,034)

 

13

 

(4,021)

Currency translation adjustment

(4,645)

 

-

 

(4,645)

740

 

 

740

1,113

 

 

1,113

Cash flow hedge

(313)

 

79

 

(234)

(599)

 

202

 

(397)

25

 

(6)

 

19

Variation of foreign currency basis spread

28

(7)

21

1

1

(80)

20

(60)

Share of other comprehensive income of equity affiliates, net amount

(1,831)

 

-

 

(1,831)

408

 

 

408

(540)

 

 

(540)

Other

(8)

 

-

 

(8)

(3)

 

 

(3)

(5)

 

 

(5)

Sub-total items potentially reclassifiable to profit & loss

(6,769)

 

72

 

(6,697)

547

 

202

 

749

513

 

14

 

527

TOTAL OTHER COMPREHENSIVE INCOME

1,093

 

137

 

1,230

(1,036)

 

255

 

(781)

(3,521)

 

27

 

(3,494)

Non-controlling interests

As of December 31, 2020, no subsidiary has non-controlling interests that would be material to the Group financial statements.

9.2 Share-based payments

Accounting principles

TOTAL SE may grant employees share subscription or purchase options  plans, restricted share plans and offer its employees the opportunity to subscribe to reserved capital increases. These employee benefits are recognized as expenses with a corresponding credit to shareholders’ equity.

The expense is equal to the fair value of the instruments granted. The expense is recognized on a straight-line basis over the period in which the advantages are acquired.

The fair value of the options is calculated using the Black-Scholes model at the grant date.

For restricted share plans, the fair value is calculated using the market price at the grant date after deducting the expected distribution rate during the vesting period. The global cost is reduced to take into account the non-transferability over a 2-year holding period of the shares that could be awarded.

The number of allocated equity instruments can be revised during the vesting period in cases of non-compliance with performance conditions, with the exception of those related to the market, or according to the rate of turnover of the beneficiaries.

The cost of employee-reserved capital increases is immediately expensed.

The cost of the capital increase reserved for employees consists of the cost related to the discount on the shares subscribed using the classic and/or the leveraged schemes, the cost of the free shares and the opportunity gain for the shares subscribed using the leveraged scheme, as applicable. This opportunity gain corresponds to the benefit of subscribing to the leveraged offer, rather than reproducing the same economic profile through the purchase of options in the market for individual investors.

The global cost is reduced to take into account the non-transferability of the shares that are subscribed by the employees over a period of five years.

A.  TOTAL share subscription or purchase option plans

    

    

    

    

 

Weighted

 

average

 

2010 Plan

2011 Plan

Total

exercise price

 

Date of the shareholders’ meeting

 

5/21/2010

 

5/21/2010

 

  

 

  

Award date (a)

 

9/14/2010

 

9/14/2011

 

  

 

  

Strike price

 

38.20

33.00

  

 

  

Expiry date

 

9/14/2018

 

9/14/2019

 

  

 

  

Number of options

 

  

 

  

 

  

 

  

Existing options as of January 1, 2018

 

1,950,372

 

490,568

 

2,440,940

 

37.15

Granted

 

 

 

 

Cancelled(b)

 

(79,139)

 

 

(79,139)

 

38.20

Exercised

 

(1,871,233)

 

(225,338)

 

(2,096,571)

 

37.64

Existing options as of January 1, 2019

 

 

265,230

 

265,230

 

33.00

Granted

 

 

 

 

Cancelled(b)

 

 

(1,000)

 

(1,000)

 

33.00

Exercised

 

 

(264,230)

 

(264,230)

 

33.00

Existing options as of January 1, 2020

 

 

 

 

n/a

(a)The grant date is the date of the Board meeting awarding the share subscription or purchase options.
(b)Out of the options canceled in 2018 and 2019, (i) 79,139 options that were not exercised expired on September 14, 2018 due to expiry of 2010 Plan and (ii) 1,000 options that were not exercised expired on September 14, 2019 due to expiry of 2011 Plan.

Options granted as part of 2010 and 2011 Plans were exercisable, subject to a presence condition, after a 2-year period from the date of the Board meeting awarding the options and have expired eight years after this date. The underlying shares were not transferable during four years from the date of grant. The transfer restriction period did not apply to employees of non-French subsidiaries as of the date of the grant, who may have transferred the underlying shares after a 2-year period from the date of the grant.

The Combined General Meeting of May 29, 2020 authorised the Board of Directors, for a period of thirty-eight months to grant share subscription or purchase options. Since the 2011 Plan, the Board of Directors has not decided any new grant of TOTAL share subscription or purchase option plan. All the option plans have expired.

B.  TOTAL performance share plans

    

2015

    

2016

    

2017

    

2018

    

2019

    

2020

    

Total

Date of the shareholders’ meeting

 

5/16/2014

 

5/24/2016

 

5/24/2016

 

5/24/2016

 

6/1/2018

 

1/6/2018

 

  

Award date

 

7/28/2015

 

7/27/2016

 

7/26/2017

 

3/14/2018

 

3/13/2019

 

3/18/2020

 

  

Date of the final award (end of the vesting period)

 

7/29/2018

 

7/28/2019

 

7/27/2020

 

3/15/2021

 

3/14/2022

 

3/20/2023

 

  

Transfer authorized as from

 

7/29/2020

 

7/29/2021

 

7/28/2022

 

3/16/2023

 

3/15/2024

 

3/21/2025

 

  

Grant date IFRS 2 fair value

35.90

35.37

35.57

36.22

40.11

12.40

  

Number of performance shares

 

 

  

Outstanding as of January 1, 2018

4,697,305

5,607,100

5,679,039

 

 

15,983,444

Notified

6,083,145

 

 

6,083,145

Cancelled

(621,568)

(61,840)

(26,640)

(12,350)

 

 

(722,398)

Finally granted

(4,075,737)

(2,040)

(1,480)

 

 

(4,079,257)

Outstanding as of January 1, 2019

5,543,220

5,650,919

6,070,795

 

 

17,264,934

Notified

-

6,447,069

 

 

6,447,069

Cancelled

(1,267,392)

(41,220)

(41,260)

(39,246)

 

 

(1,389,118)

Finally granted

(4,275,828)

(1,840)

(1,100)

(180)

 

 

(4,278,948)

Outstanding as of January 1, 2020

5,607,859

6,028,435

6,407,643

 

 

18,043,937

Notified

 

6,727,352

 

6,727,352

Cancelled

(1,313,687)

(55,830)

(44,289)

 

(18,691)

 

(1,432,497)

Finally granted

(4,294,172)

(10,740)

(10,890)

 

(1,773)

 

(4,317,575)

OUTSTANDING AS OF DECEMBER 31, 2020

5,961,865

6,352,464

 

6,706,888

 

19,021,217

The performance shares, which are bought back by the TOTAL SE on the market, are finally granted to their beneficiaries after a 3-year vesting period, from the date of the grant. The final grant is subject to a continued employment condition as well as:

-two performance conditions for the 2015 to 2018 Plans,

-three performance conditions for the 2019 Plan, and

-four performance conditions for the 2020 Plan.

Moreover, the transfer of the performance shares finally granted will not be permitted until the end of a 2-year holding period from the date of the final grant.

2020 Plan

On March 18, 2020, the Board of Directors granted performance shares to certain employees and executive directors of the Company or Group companies, subject to the fulfilment of the continued employment condition and four performance conditions.

The presence condition applies to all shares.

The performance conditions apply differently depending of the capacity of the beneficiaries. If all shares granted to senior executives are subject to performance conditions, the grant of the first 150 shares to non-senior executive are not subject to the performance condition abovementioned, which will, nonetheless, apply to any shares granted above this threshold.

The definitive number of granted shares will be based on the TSR (Total Shareholder Return), the annual variation of the net cash flow by share in dollars, the pre-dividend organic cash breakeven, as well as the change in the greenhouse gas emissions (GHG) on operated oil & gas facilities, for fiscal years 2020, 2021 and 2022, applied as follows:

-for 1/4 of the shares, the Company will be ranked against its peers (ExxonMobil, Royal Dutch Shell, BP and Chevron) each year during the three vesting years (2020, 2021 and 2022) based on the TSR criterion of the last quarter of the year in question, the dividend being considered reinvested based on the closing price on the ex-dividend date.
-for 1/4 of the shares, the Company will be ranked each year against its peers (ExxonMobil, Royal Dutch Shell, BP and Chevron) during the three vesting years (2020, 2021 and 2022) using the annual variation in net cash flow per share criterion expressed in dollar.

Based on the ranking, a grant rate will be determined for each year for these two first criteria:

Ranking

Grant rate

1st place

 

180%

2nd place

 

130%

3rd place

80%

4th and 5th places

 

0%

-for 1/4 of the shares, the pre-dividend organic cash breakeven criterion will be assessed during the three vesting years (2020, 2021 and 2022) as follows. The pre-dividend organic cash breakeven is defined as the Brent price for which the operating cash flow before working capital changes covers the organic investments. The ability of the Group to resist to the variations of the Brent barrel price is measured by this parameter.
-the maximum grant rate will be reached if the breakeven is less than or equal to $30/b,
-the grant rate will be zero if the breakeven is greater than or equal to $40/b,
-the interpolations will be linear between these two points of reference.
-for 1/4 of the shares, the change in the GHG on operated oil & gas facilities will be assessed each year as regard to the achievement of the target to reduce the GHG emissions (Scope 1 and Scope 2) set for fiscal years 2020, 2021 and 2022 and corresponding to 43 Mt CO2e for 2020, 42.4 Mt CO2e for 2021 and 41.8 Mt CO2e for 2022.
-the maximum grant rate will be reached if the GHG emissions (Scope 1 and Scope 2) on operated oil & gas facilities target has been achieved,
-the grant rate will be zero if the GHG emissions of the year considered are 1 Mt CO2e above the set target,
-the interpolations will be linear between these points of reference.

A grant rate will be determined for each year.

For each of the four criteria, the average of the three grant rates obtained (for each of the three fiscal years for which the performance conditions are assessed) will be rounded to the nearest 0.1 whole percent (0.05% being rounded to 0.1%) and capped at 100%.

Each criterion will have a weight of 1/4 in the definitive grant rate. The definitive grant rate will also be rounded to the nearest 0.1 whole percent (0.05% being rounded to 0.1%). The number of shares definitively granted, after confirmation of the performance conditions, will be rounded up to the nearest whole number of shares in case of a fractional share.

C.  SunPower Plans

During fiscal year 2020, SunPower had one stock incentive plan: the SunPower Corporation 2015 Omnibus Incentive Plan ("2015 Plan"). The 2015 Plan was adopted by SunPower’s Board of Directors in February 2015 and approved by shareholders in June 2015.The 2015 Plan allows for the grant of options, as well as grant of stock appreciation rights, restricted stock grants, restricted stock units and other equity rights. The 2015 Plan also allows for tax withholding obligations related to stock option exercises or restricted stock awards to be satisfied through the retention of shares otherwise released upon vesting.

The 2015 Plan includes an automatic annual increase mechanism equal to the lower of three percent of the outstanding shares of all classes of SunPower’s common stock measured on the last day of the immediately preceding fiscal year, 6 million shares, or such other number of shares as determined by SunPower’s Board of Directors. In fiscal year 2015, SunPower’s Board of Directors voted to reduce the stock incentive plan’s automatic increase from 3% to 2% for 2016. As of December 31, 2020, approximately 18.0 million shares were available for grant under the 2015 Plan.

Incentive stock options, nonstatutory stock options, and stock appreciation rights may be granted at no less than the fair value of the common stock on the date of grant. The options and rights become exercisable when and as determined by SunPower’s Board of Directors, although these terms generally do not exceed ten years for stock options. SunPower has not granted stock options since fiscal year 2008. All previously granted stock options have been exercised or expired and accordingly no options remain outstanding. Under the 2015 Plan, the restricted stock grants and restricted stock units typically vest in equal installments annually over three or four years.

The majority of shares issued are net of the minimum statutory withholding requirements that SunPower pays on behalf of its employees. During fiscal years 2020, 2019, and 2018, SunPower withheld 1.3 million, 0.8 million, and 0.7 million shares, respectively, to satisfy the employees' tax obligations. SunPower pays such withholding requirements in cash to the appropriate taxing authorities. Shares withheld are treated as common stock repurchases for accounting and disclosure purposes and reduce the number of shares outstanding upon vesting.

There were no options outstanding and exercisable as of December 31, 2020. The intrinsic value of the options exercised in fiscal years 2020, 2019, and 2018, were zero. There were no stock options granted in fiscal years 2020, 2019, and 2018.

The following table summarizes SunPower’s restricted stock activities:

Restricted Stock Awards and Units

    

    

Weighted-Average Grant Date

 Fair Value Per  Share 

Shares (in thousands)

(in dollars) (a)

Outstanding as of January 1st, 2018

 

7,293

 

11.83

Granted

 

4,449

 

7.77

Vested (b)

 

(2,266)

 

14.45

Forfeited

 

(1,816)

 

10.10

Outstanding as of January 1st, 2019

 

7,660

 

9.11

Granted

 

5,430

 

6.82

Vested (b)

 

(2,460)

 

9.65

Forfeited

 

(1,304)

 

8.28

Outstanding as of January 1st, 2020

 

9,326

 

7.75

Granted

 

12,797

 

11.10

Vested (b)

 

(3,596)

 

9.88

Forfeited

 

(11,360)

 

7.07

OUTSTANDING AS OF DECEMBER 31, 2020

 

7,167

 

13.75

(a)SunPower estimates the fair value of the restricted stock unit awards as the stock price on the grant date.
(b)Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

D.  Share-based payment expense

Share-based payment expense before tax was broken down as follows:

As of December 31,

    

    

    

(M$)

2020

2019

2018

Total restricted shares plans

 

176

 

180

 

264

SunPower plans

 

26

 

26

 

21

Capital increase reserved for employees

 

12

 

27

 

30

TOTAL

 

214

 

233

 

315

The main assumptions used for the valuation of the cost of the capital increase reserved for employees in 2020 were the following:

For the year ended December 31,

    

2020

Date of the Board of Directors meeting that decided the issue

 

September 18, 2019

Reference price (€) (a)

 

32.75

Subscription price (€) (b)

 

26.20

Number of shares issued (in millions) (c)

 

13.16

Risk free interest rate over five years (%)

 

(0.392)

Employees loan financing rate (%) (d)

 

4.73

Non transferability cost (% of the reference's share price)

 

19.27

(a)Average of the closing prices of the TOTAL shares over the twenty trading sessions preceding April 29th, 2020, the date of the Chairman and CEO’s decision setting the subscription price and opening date of the subscription period.
(b)Reference price, reduced by a 20% discount and rounded off to the highest tenth of a euro.
(c)Including the free shares issued.
(d)Average of 5 year consumer’s credit rates..