S-8

As filed with the Securities and Exchange Commission on May 5, 2020

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOTAL S.A.

(Exact name of registrant as specified in its charter)

Republic of France	98-0227345
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Phone: +33 (0)1 47 44 45 46

(Address of principal executive offices) (Zip code)

TOTAL HOLDINGS USA, INC.

2020 EMPLOYEE SHAREHOLDER PLAN

(Full Title of the Plans)

Ms. Elizabeth Matthews

TOTAL Holdings USA, Inc.

1201 Louisiana Street, Suite 1800

Houston, Texas 77002

(713) 483-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Normal (Web);Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered(2)	Proposed maximum offering price per share(3)	Proposed maximum aggregate offering price	Amount of registration fee(4)
Shares, par value 2.50 euros per share	1,900,000	$35.40	$67,260,000	$8,730.35

(1) The Shares being registered under this registration statement may be represented by the Registrant’s American Depositary Shares. Each American Depositary Share represents one Share.

(2) The maximum number of Shares to be delivered in the form of Shares or American Depositary Shares that may be offered under the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.

(3) Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices of the Registrant’s American Depositary Share reported on The New York Stock Exchange on April 28, 2020.

(4) The Registrant previously paid a registration fee of $13,079.90 to register 1,900,000 Shares for issuance under the TOTAL Holdings USA, Inc. 2019 Employee Shareholder Plan (“2019 Plan”) on a Form S-8 registration statement (Registration No. 333-229950), filed on February 28, 2019 (the “Prior Registration Statement”). 1,524,905 Shares under the 2019 Plan remain unsold and are not subject to outstanding awards, and are therefore being removed from registration pursuant to a post-effective amendment to the Prior Registration Statement, which is being filed by the Registrant concurrently with this Registration Statement. Pursuant to Rule 457(p), the total fee balance for the unsold shares from the Prior Registration Statement (in the amount of $9,325.61) is being offset against the total fee due for this Registration Statement. In partial payment of the registration fee for the Prior Registration Statement, the Registrant had applied (in the amount of $11,619.52) the total balance of the fee for the unsold Shares from an earlier registration statement (Registration No. 333-215803) that had been removed from registration.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). This registration statement on Form S-8 is filed by TOTAL S.A., a corporation organized under the laws of the Republic of France (the “Corporation” or “Registrant”), regarding the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan (the “Plan”). Documents containing the information required by Part I of the registration statement will be sent or given to Plan participants as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Corporation are incorporated herein by reference:

(1) the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the Commission on March 20, 2020, as amended on April 14, 2020;

(2) the Corporation’s Reports on Form 6-K, furnished to the SEC on (i) February 19, 2019, (ii) April 26, 2019, (iii) July 10, 2019 , (iv) July 25, 2019, (v) October 30, 2019 and (vi) May 5, 2020; and

(3) the description of the Corporation’s common shares contained in the Corporation’s Amended Registration Statement on Form 8-A/A filed with the Commission on March 19, 2004.

To the extent designated therein, certain Reports on Form 6-K, Form 6-K/A and all documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement but prior to the filing of a post-effective amendment which indicates that all remaining securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents, except for information that would constitute a non-GAAP financial measure subject to the rules and regulations of the Commission.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interest of Named Experts and Counsel.

Aurélien Hamelle, General Counsel to the Corporation, has given his opinion about certain legal matters affecting the securities registered under this registration statement. Mr. Hamelle owns, or may have the right to acquire, the Registrant’s Shares and/or American Depository Shares.

Item 6.    Indemnification of Directors and Officers.

The Corporation maintains liability insurance for directors and officers including insurance against liabilities under the Securities Act.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit Index

Exhibit Number	Description
4.1	Statuts (charter and bylaws) of the Corporation
4.2	Resolutions approved by the shareholders of the Corporation on June 1, 2018
5.1	Opinion of Aurelien Hamelle, General Counsel to the Corporation
23.1	Consent of Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., independent registered public accounting firms
23.2	Consent of Aurelien Hamelle, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1)
23.3	Consent of DeGolyer and MacNaughton
24.1	Power of Attorney

Item 9.    Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on May 5, 2020.

TOTAL S.A.
By:	/s/ JEAN-PIERRE SBRAIRE
Name:	Jean-Pierre Sbraire
Title:	Deputy Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on May 5, 2020, by the following persons in the capacities indicated.

Signatures	Title
PATRICK POUYANNE*	Chairman and Chief Executive Officer (Principal Executive Officer)
Patrick Pouyanné
PATRICK ARTUS*	Director
Patrick Artus
	Director
Patricia Barbizet
MARIE-CHRISTINE COISNE-ROQUETTE*	Director
Marie-Christine Coisne-Roquette
LISE CROTEAU*	Director
Lise Croteau
MARK CUTIFANI*	Director
Mark Cutifani
VALÉRIE DELLA PUPPA TIBI*	Director
Valérie Della Puppa Tibi
	Director
Maria van der Hoeven
	Director
Anne-Marie Idrac
JEAN LEMIERRE*	Director
Jean Lemierre
CHRISTINE RENAUD* Christine Renaud	Director
Carlos Tavares	Director

Signatures	Title
/S/ JEAN-PIERRE SBRAIRE	Chief Financial Officer
Jean-Pierre Sbraire	(Principal Financial Officer)
FRÉDÉRIC AGNÈS*	Chief Accounting Officer
Frédéric Agnès	(Principal Accounting Officer)
ROBERT O. HAMMOND*	Authorized Representative in the United States
Robert O. Hammond

*By:	/s/ JEAN-PIERRE SBRAIRE
	Jean-Pierre Sbraire	Attorney-in-fact

EX-4.1

Exhibit 4.1

TOTAL S.A.

A SOCIETE ANONYME WITH A CAPITAL OF 6,504,749,885.00 euros

REPRESENTED BY 2,601,899,954 SHARES OF 2.50 EUROS EACH

NANTERRE TRADE AND COMPANIES REGISTER 542 051 180

Registered Office

2, place Jean Millier

La Défense 6

92400 Courbevoie

FRANCE

CHARTER AND BYLAWS

Last update on April 27, 2020

To be filed in the office of K.L. ASSOCIES

Notaries in partnership in PARIS

CONTENTS

				Pages
TITLE	I	-	Form – Name – Purpose – Registered Office – Duration	3
TITLE	II	-	Share Capital – Shares	4 to 5
TITLE	III	-	Administration – General Management – Auditing	5 to 9
TITLE	IV	-	Shareholders’ Meetings	10 to 11
TITLE	V	-	Company Financial Statements	11 to 12
TITLE	VI	-	Dissolution – Disputes	12

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TITLE I

Form – Name – Purpose – Registered Office – Duration

ARTICLE 1 – FORM

The Company is a société anonyme; its share capital is publicly traded. The Company is governed by the legislative and regulatory provisions in force and by the present charter and bylaws.

ARTICLE 2 – NAME

The Company has the following name:

TOTAL S.A.

ARTICLE 3 – PURPOSE

The Company’s purpose is, directly or indirectly, in all countries:

1° - To search for and extract mining deposits, and particularly hydrocarbons in all forms, and to perform industrial refining, processing and trading in the said materials, as well as their derivatives and by-products;

2° - To conduct all activities relating to production and distribution of all forms of energy;

3° - To conduct all activities relating to the chemical sector in all of its forms, as well as all activities relating to the rubber and health sectors;

4° - To conduct all forms and all means of transportation and shipping of hydrocarbons or other products or materials relating to the Company’s business purpose;

and more generally, to conduct all financial, commercial and industrial operations and operations relating to any fixed or unfixed assets and real estate, acquisitions of interests or holdings, in any form whatsoever, in any business or company existing or to be created that may relate, directly or indirectly, to any of the above-mentioned purposes or to any similar or related purposes, of such nature as to promote the Company’s extension or its development.

ARTICLE 4 – REGISTERED OFFICE

The Company’s registered office is:

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

If the registered office is moved by the Board of Directors, the new location shall automatically be substituted for the former one in the present Article.

ARTICLE 5 – DURATION

The Company’s duration, initially set at 99 years starting with the date of its definitive constitution, namely 28 March 1924, is extended by 99 years starting on 22 March 2000. Hence the Company’s existence shall continue until 22 March 2099, in the absence of early dissolution or of further extension.

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TITLE II

Share Capital – Shares

ARTICLE 6 – SHARE CAPITAL

The share capital is set at an amount of 6,504,749,885.00 euros, represented by 2,601,899,954 shares of 2.50 euros each.

ARTICLE 7 – PAYING UP SHARES

Subscriptions to shares are made in accordance with applicable law.

The Board of Directors determines the amount and the payment due dates of any cash sums remaining to be paid on the shares.

Any calls for funds are published at least two weeks in advance in a newspaper for legal notices in the department of the registered office.

Any payment not made by the applicable due date shall automatically bear interest, without further notice, in favor of the Company at the legal rate increased by one percent from the due date until the settlement date.

ARTICLE 8 – FORM AND TRANSFER OF SHARES

Fully paid up shares may be held as registered shares or bearer shares, at the shareholder’s option.

The shares are entered in a stock ledger.

Bearer shares and registered shares are freely transferable.

ARTICLE 9 – IDENTIFICATION OF SHAREHOLDERS –

DECLARATION OF CROSSING OWNERSHIP THRESHOLDS

The Company is authorized, to the extent permitted under applicable law, to identify the holders of securities that grant immediate or future voting rights at the Company’s Shareholders’ Meetings.

In addition to obligations that shareholders may have under applicable law to notify the Company upon crossing certain percentages of share ownership or voting rights, any person, whether a natural person or a legal entity, who comes to hold, directly or indirectly, 1% or more, or any multiple of 1%, of the share capital or the voting rights or of securities that may include future voting rights or future access to share capital or voting rights, is required to inform the Company by registered mail with return receipt requested, indicating the number of securities or voting rights held, within a period of 15 days from the date of crossing each of the said thresholds.

In determining the ownership or voting rights percentages provided for in the previous paragraph, shares or voting rights held by controlled companies, as defined in Article L.233-3 of the French Commercial Code, must be included if applicable.

In the event of a failure to declare ownership of shares or voting rights as described above, any shares or voting rights exceeding the fraction that should have been declared may be deprived of voting rights at a Shareholders’ Meeting if, at the meeting, the failure to declare ownership of such shares or voting rights has been noted and if one or several shareholders holding, collectively, at least 3% of the Company’s capital or voting rights so request at such meeting.

Any natural person or legal entity is also required to inform the Company in the manner and within the time periods set forth above in the fourth paragraph of this Article 9 when his direct or indirect holdings fall below each of the applicable thresholds in said paragraph.

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ARTICLE 10 – RIGHTS AND OBLIGATIONS ATTRIBUTABLE TO SHARES

In addition to a voting right, each share entitles the holder to an ownership interest in the business assets, in the sharing of profits and of liquidation surpluses, in proportion to the number of shares outstanding from time to time.

Whenever it is necessary to possess several shares in order to exercise a right, shares held in a number below the requisite number of shares do not entitle their holder to any right against the Company, it being up to the shareholder in such a case to personally seek to collect or group together the requisite number of shares.

TITLE III

Administration – General Management – Auditing

ARTICLE 11 – COMPOSITION OF THE BOARD OF DIRECTORS

1. The Company is administered by a Board of Directors, the minimum and maximum number of members of which are defined by applicable law in effect from time to time.

2. The permanent representative of a legal person appointed as a Director must be approved in advance by the Board of Directors. Such representatives must be less than 70 years old.

3. Each Director must own at least 1,000 shares during his term of office.

4. The term of office for Directors is set by the shareholders acting in an Ordinary Shareholders’ Meeting for a term of office not to exceed three years, subject to applicable law that may allow extension of the duration of a given term until the next Ordinary Shareholders’ Meeting held to approve the financial statements.

5. The number of Directors acting in their own capacity or as permanent representatives of a legal entity more than 70 years old may not exceed one-third of the sitting Directors as determined on the last day of each fiscal year. If this proportion is exceeded, the oldest Board member is automatically considered to have resigned.

6. When at the close of a financial year, the portion of capital owned – within the framework provided by the provisions of Article L.225-102 of the French Commercial Code – by the Company’s personnel and that of the companies affiliated to it as per Article L.225-180 of said code, represents over 3%, a Director representing employee shareholders shall be elected at the Annual General Meeting of Shareholders in accordance with the procedures laid down in regulations in force, and these Articles of Incorporation, insofar as the Board of Directors does not include among its members one or more Directors appointed among the members of the Supervisory Board of the company mutual funds representing employees or one or more employees elected according to Article L.225-27 of the said Code.

7. Candidates for appointment to the office of employee shareholder Director are selected on the following basis:

a) When voting rights linked to shares held by employees or by investment trusts of which they are beneficiaries are exercised by members of the Board of Trustees of such investment trusts, candidates are selected by such Board among its members.

b) When voting rights linked to shares held by employees (or by investment trusts of which they are beneficiaries) are exercised directly by such employees, candidates shall be appointed further to a vote as per Article L.225-106 of the French Commercial Code, either by employee shareholders in a meeting convened specifically for such purpose, or by a vote in writing. Only candidates put forward by a group of shareholders representing at least 5% of the shares held by employees exercising their individual voting rights shall be admissible.

8. Procedures for appointing candidates when such provisions are not laid down in law and regulations in force, or by these Articles of Incorporation, shall be determined by the Chairman of the Board of Directors, in particular with respect to the timing of the appointment of such candidates.

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9. A list of all validly appointed candidates shall be prepared. This list shall comprise at least two names. The list of candidates shall be appended to the notice convening the Shareholders’ Meeting called to appoint the Director representing employee shareholders.

10. The Director representing employee shareholders shall be elected at the Annual General Meeting of Shareholders on the same terms as those applicable to all appointments of Directors, upon proposal from the shareholders as provided for by Article L.225-102 of the French Commercial Code. The Board of Directors shall table the list of candidates at the Shareholders’ Meeting by order of preference, and may give its approval to the first candidate appearing on such list. The candidate referred to above who shall have received the greatest number of votes from shareholders present or represented at the Annual General Meeting of Shareholders shall be appointed as the Director representing employee shareholders.

11. Such Director shall be disregarded for the purposes of determining the maximum number of Directors stipulated under Article L.225-17 of the French Commercial Code.

12. The term in office of any Director representing employee shareholders shall be three years. However, his term in office shall end forthwith, and the Director representing employee shareholders shall be considered to have resigned automatically upon his ceasing to be an employee of the Company (or of a company or economic interest group affiliated to it as per Article L.225-180 of the French Commercial Code) or a shareholder (or a member of an investment fund, at least 90% of whose assets comprise the Company’s shares). Until the date of appointment or replacement of any Director representing employee shareholders, the Board of Directors may hold meetings and vote validly.

13. In the event the seat of the Director representing employee shareholders shall become vacant, for any reason whatsoever, such Director shall be replaced in the manner specified above, such Director to be appointed at the Annual General Meeting of Shareholders for a new three-year term.

14. The provisions governing the sixth paragraph of this Article 11 shall cease to apply when, at the close of any given financial year, the percentage of equity held by the Company’s employees and those of the companies affiliated to it as per aforementioned Article L.225-180, within the framework stipulated by the provisions of aforementioned Article L.225-102, is equal to less than 3% of all issued share capital of the Company; notwithstanding the foregoing, the term of any Director appointed pursuant to the sixth paragraph of this Article 11 shall only expire at its term.

15. The provisions governing the third paragraph of this Article 11 shall not apply to the Director representing employee shareholders. Nonetheless, this Director representing employee shareholders shall hold, either individually, or through an investment trust governed by Article L.214-165 of the French Monetary & Financial Code, at least one share or a number of stocks in such investment trust amounting to at least one share.

16. When the Company satisfies the provisions of Article L. 225-27-1 of the French Commercial Code, the Board of Directors shall also include one or two Directors representing employees.

17. The Company’s Central Works Council shall appoint one Director representing employees. When the number of Directors appointed by the Shareholders’ Meeting exceeds twelve, the Company’s European Works Council (“European Council”) shall appoint a second Director representing employees. The procedures for voting in the Central Works Council and the European Council to appoint Directors are the same rules used to appoint the Secretaries of these Councils.

18. Pursuant to Article L. 225-28 of the French Commercial Code, the Director appointed by the Central Works Council must hold an employment contract with the Company or one of its direct or indirect subsidiaries whose registered head office was located on French territory at least two years before his or her appointment. Notwithstanding, the second Director appointed by the European Council must hold an employment contract with the Company or one of its direct or indirect subsidiaries at least two years before his or her appointment.

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19. The Central Works Council and the European Council shall be informed of changes in the number of Directors appointed by the Shareholders’ Meeting taken into account for purposes of applying the seventeenth paragraph of this Article.

20. Neither the Director representing employee shareholders elected by the Shareholders’ Meeting pursuant to Article L. 225-23 of the French Commercial Code and these charter and bylaws, nor the Director or Directors representing employees are taken into account to define the twelve-member threshold mentioned above, since this twelve-member threshold is determined when the employee Director or Directors are appointed.

21. The term of office of a Director representing employees is three years. Nevertheless, his or her term of office ends at the close of the Ordinary General Meeting that approves the financial statements for the previous fiscal year during which the said Director’s term of office expired.

22. In case the number of Directors appointed by the Ordinary General Meeting falls to twelve or less, the term of office of the Director appointed by the European Council continues to the end of his or her term.

23. If at the close of a Shareholders’ Meeting, the number of Directors appointed by the Meeting increases to more than twelve, the European Council shall appoint the second Director representing employees no later than within six months from the said Meeting.

24. The provisions governing the third paragraph of this Article shall not apply to the Directors appointed by the Central Works Council and the European Council.

25. In the case where the obligation to appoint one or more Directors representing employees pursuant to L. 225-27-1 of the French Commercial Code should cease to apply, the term of office of the Director or Directors representing employees shall end at the close of the Ordinary General Meeting that approves the financial statements for the year during which the obligation ceased to apply.

26. The Directors representing employees shall be disregarded for the purposes of determining the maximum number of Directors stipulated under Article L.225-17 of the French Commercial Code and for purposes of applying the first paragraph of Article L.225-18-1 of the said Code.

ARTICLE 12 – ORGANIZATION OF THE BOARD OF DIRECTORS

The Board appoints a Chairman (Président du Conseil d’Administration) from among its members who must be a natural person.

The Chairman of the Board of Directors represents the Board of Directors. He organizes and directs the Board’s work, and reports thereon to the shareholders at Shareholders’ Meetings. He ensures the proper functioning of the Company’s bodies and ensures, in particular, that the Directors are able to carry out their duties.

The Board may also appoint one or two Vice Chairmen (Vice Président du Conseil d’Administration). The rights and duties of the Chairman and of the Vice Chairman or Chairmen may be withdrawn from them at any time by the Board. The Chairman’s rights and duties cease automatically no later than on the date of his or her 70^th birthday.

The Board also designates a natural person to act as secretary, who is not required to be a Board member.

The Board may establish one or more committees responsible for considering questions submitted by the Board or by its Chairman for their consideration and opinion. The Board determines the composition and the powers of the committees, which carry on their activity under the supervision of the Board.

The Directors receive attendance fees, the amount of which, determined by the shareholders acting at a Shareholders’ Meeting, remains in effect until a new decision is taken.

The Board apportions attendance fees among its members in whatever way it considers appropriate. In particular, it may allocate a larger share to Directors who are members of the above-mentioned committees than the amount apportioned to other Directors.

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ARTICLE 13 – BOARD OF DIRECTORS’ DECISIONS

The Board of Directors meets as often as required to serve the Company’s interests. A Board meeting may be called by any means, even orally, and even on short notice depending on the urgency, at the initiative of either the Chairman or a Vice Chairman, or by one-third of its members. Such meeting may be called to be held either at the registered office, or at any other place indicated in the notice.

The presence in person, or when the law so authorizes, via videoconference or telecommunication means determined by decree, of at least one-half of the Board members, is required for valid deliberations.

Decisions are made by a majority of the votes of the members present or represented. In the case of a tie vote, the Chairman of the meeting holds a casting vote.

ARTICLE 14 – BOARD OF DIRECTORS’ POWERS

The Board of Directors determines the guidelines governing the Company’s activity and oversees their application. Subject to the powers explicitly attributed to shareholders and within the limits of the business purpose, the Board considers any question affecting the proper operation of the Company, and its decisions settle the matters concerning it.

The Board of Directors performs such auditing and verification as it considers appropriate. Each Director is entitled to receive all information required for the performance of his duties and may obtain any documents he considers useful. His requests must be addressed to the Chairman of the Board of Directors.

ARTICLE 15 – GENERAL MANAGEMENT OF THE COMPANY

1) General management of the Company is performed under the responsibility of either the Chairman of the Board of Directors (Président du Conseil d’Administration), or by another natural person appointed by the Board of Directors and bearing the title of President (Directeur Général).

The Board of Directors selects one of the aforementioned methods of exercising general management under the quorum and majority provisions set forth in Article 13 of the present charter and bylaws. The Company shall inform its shareholders and third parties of its determination in accordance with applicable regulations.

Once the Board makes such a determination, it remains in effect until a contrary decision is made pursuant to the same procedure.

Any change in the method of exercise of general management will not in and of itself effect any change in the present charter and bylaws.

The Board is required to meet to consider a possible change of methods for exercising general management either at the request of the Chairman or of the President, or at the request of one-third of the Board members.

2) When general management of the Company is assumed by the Chairman, the legal, regulatory or statutory provisions relative to the President are applicable to him, and he takes the title of Chairman of the Board, President and Chief Executive Officer (Président - Directeur Général).

When the Board of Directors determines to separate the functions of Chairman of the Board of Directors (Président du Conseil d’Administration) and President of the Company (Directeur Général), the Board appoints a President, sets the term for his appointment, and the degree of his powers. Decisions by the Board of Directors limiting the degree of the powers of the President of the Company are not enforceable against third parties.

The President of the Company must be less than 67 years old during the exercise of his or her duties. Upon reaching this age limit during the exercise of his or her duties, his or her appointment terminates automatically (subject to the following sentence), and the Board of Directors appoints a new President of the Company. Notwithstanding the foregoing, the President of the Company remains in office and continues exercising his or her duties beyond the termination date until the date on which

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the Board appoints his or her successor. Subject to the age limit described above, a President remains eligible for reappointment.

The President of the Company may be terminated at any time by the Board of Directors.

In the event that the President of the Company is temporarily unable to exercise his duties, the Board of Directors may delegate his functions to a Director.

3) The President is invested with the most extensive powers to act in the Company’s name under all circumstances. He exercises the said powers within the limits of the business purpose and subject to the ones explicitly assigned by law to the shareholders and to the Board of Directors. He represents the Company in its relationship with third parties.

The President of the Company may request the Chairman of the Board to call a meeting of the Board of Directors regarding a specified agenda.

If the President of the Company is not also a member of the Board of Directors, he may attend meetings of the Board of Directors to provide advice, but without a vote.

4) On the basis of a proposal by its President, the Board may appoint one to five natural persons at most responsible for assisting the President and bearing the title of Executive Vice President (Directeur Général Délégué). The Board determines the extent of their powers and their term of office, it being understood that Executive Vice Presidents hold the same powers as the President in representing the Company in its relationships with third parties.

The Executive Vice President or Executive Vice Presidents may be terminated at any time by the Board of Directors, upon motion by the President of the Company.

In the event that the President is temporarily unable to perform his duties or ceases his duties, the Executive Vice President or the Executive Vice Presidents retain their duties and powers until the nomination of a new President, unless the Board of Directors decides otherwise.

5) The President of the Company and, if applicable, one or more Executive Vice Presidents, may be authorized to grant substitutions or delegations of their authority within the limit of applicable law or regulations.

Fixed or variable remuneration, or fixed and variable remuneration, may be granted by the Board of Directors to the Chairman of the Board, the President of the Company, and to any Executive Vice President, and, more generally, to any other natural persons to whom duties are delegated. Such compensation shall be charged to business expense.

ARTICLE 16 – AUDITORS

The shareholders acting in a Shareholders’ Meeting designate the statutory and deputy auditors in accordance with applicable law.

9

TITLE IV

Shareholders’ Meetings

ARTICLE 17 – NOTICE – PARTICIPATION IN SHAREHOLDERS’ MEETINGS

1) Shareholders’ Meetings may be called in accordance with applicable law.

The meetings take place at the registered office or at any other place indicated in the notice of meeting.

All shareholders may attend Shareholders’ Meetings, irrespective of the number of shares held.

Any shareholder may vote by mail, by using a form conforming to applicable regulations.

Any shareholder may delegate voting authority at Shareholders’ Meetings in accordance with the terms and conditions provided for by applicable regulations.

Legal entities that are shareholders take part in the meetings through their legal representatives or through any agent designated for that purpose.

2) Participation in general meetings, in any form whatsoever, shall be subject to registering or recording shares under the conditions and within the time periods provided for by regulations in effect.

The Board of Directors shall have the option to accept ballots and powers of attorney that should reach the company after the

deadline provided for by regulations in effect.

It also has the option to decide that shareholders may participate and vote in any meeting by videoconference or other means of telecommunication under the conditions established by regulations in effect; the electronic signature that may result from any reliable identification process shall guarantee its connection with the instrument related thereto.

ARTICLE 18 – HOLDING SHAREHOLDERS’ MEETINGS – DECISIONS

The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors, and failing this, by a Vice Chairman, and in his absence by a Director designated by the Board.

The Shareholders’ Meetings, whether ordinary, extraordinary or combined, make their decisions pursuant to the quorum and majority conditions applicable to the provisions governing the type of meeting, and they may exercise the powers attributed to them by law.

There is secret voting when such voting is demanded by several shareholders representing at least one quarter of the share capital.

Subject to the following provisions, each meeting member is entitled to as many votes as he possesses or as many shares as he holds proxies for.

However, a double voting right is granted, in the light of the share of the share capital they represent, to all registered shares paid up in full that have been entered in the name of the same shareholder for at least two years, as well as, in case of a capital increase by incorporation of reserves, profits or premiums on shares, to the registered shares that are allocated without charge to a shareholder in connection with previously existing shares for which he benefits from the said right. Any merger of the company would have no effect on the double voting right, which may be exercised within the absorbing company, if the latter’s articles of association have created a similar right.

The double voting right shall terminate automatically in respect of shares that are converted to bearer form or are transferred. Nevertheless any transfer from registered share to registered share, due to inheritance ab intestat or testamentary inheritance, division of community property between spouses, or donation inter vivos to the benefit of the spouse or of relatives eligible to inherit shall not interrupt the period set above or shall retain the acquired right.

10

At Shareholders’ Meetings, no shareholder may cast, by himself and through a proxy, in connection with the simple voting rights attached to the shares he holds directly or indirectly and in connection with the powers of attorney granted to him, more than 10% of the total number of voting rights attributable to the company shares. However, if he also holds, on an individual basis and/or as agent, double voting rights, the limit set in this way may be exceeded taking account solely of the additional voting rights resulting therefrom, without all of the voting rights that he exercises being able to exceed 20% of the total number of voting rights attributable to the company shares.

For the application of the above provisions:

• the total number of voting rights attributable to the company shares taken into account is calculated on the date of the Shareholders’ Meeting and is brought to the shareholders’ attention at the opening of said meeting,

• the number of voting rights held directly and indirectly is to be understood as including the ones that are attributable to the shares held by a natural person in his own behalf, either on a personal basis or in connection with joint ownership, or are held by a company, grouping, association or foundation, and as including the ones that are attached to the shares held by a controlled company in the meaning of Article L.233-3 of the French Commercial Code, by another company or by a natural person, association, grouping or foundation,

• for the voting rights cast by the Chairman of the Shareholders’ Meeting, one disregards, in connection with the limitations set forth above, the voting rights that are attached to shares for which a power of attorney has been returned to the company without any indication of an agent and which, individually, do not violate the prescribed limitations.

The limitations provided for in the above sections have no effect on the calculation of the total number of voting rights, including the double voting rights, attributed to the Company shares and which shall be taken into account for application of the legislative, regulatory or statutory provisions laying down special obligations with reference to the number of voting rights existing in the Company or referring to the number of shares having voting rights.

In addition, the limitations provided for above shall lapse, without any need for a new decision by an Extraordinary Shareholders’ Meeting, when a natural or legal person, acting alone or in concert with one or several natural or legal persons, comes to hold at least two-thirds of the total number of Company shares following a public offer for all of the Company’s shares. In such a case, the Board of Directors would take note of the said lapse and carry out the related formalities concerning modification of the charter and bylaws.

TITLE V

Company Financial Statements

ARTICLE 19 – FINANCIAL YEAR – FINANCIAL STATEMENTS

The financial year begins on January 1 and ends on December 31.

At the end of each financial year, the Board of Directors draws up an inventory, an income statement and a balance sheet, as well as the notes supplementing them, and establishes a management report. It also establishes the Group’s consolidated financial statements.

ARTICLE 20 – ALLOCATION OF RESULTS

The net income for the financial year, after deduction of the overhead and other social charges, as well as of any amortization of the business assets and of any provisions for commercial and industrial contingencies, constitutes the net profit.

From the said profit, reduced by the prior losses, if any, the following items are deducted in the indicated order:

11

1°/ 5% to constitute the legal reserve fund until the said fund reaches one-tenth of the share capital;

2°/ The amount set by the shareholders at a Shareholders’ Meeting with a view to constitution of reserves of which it determines the allocation or the use;

3°/ The amounts that the shareholders decide at a Shareholders’ Meeting to carry forward.

The remainder is paid to the shareholders as dividends.

The Board of Directors may pay out interim dividends.

The Shareholders’ Meeting held to approve the financial statements for the financial year may decide to grant an option to each shareholder, with respect to all or part of the dividend or of the interim dividends, between payment of the dividend in cash and payment in shares.

The Shareholders’ Meeting may decide at any time, but only on the basis of a proposal by the Board of Directors, to effect a complete or partial distribution of the amounts appearing in the reserve accounts, either in cash or in Company shares.

TITLE VI

Dissolution – Disputes

ARTICLE 21 – DISSOLUTION – LIQUIDATION

At the time of the Company’s expiration or early dissolution, the shareholders acting at a Shareholders’ Meeting determine the liquidation procedure and appoint one or several liquidators whose powers and compensation it determines.

ARTICLE 22 – DISPUTES

Any disputes that may arise during the Company’s existence or at the time of its liquidation, either between the shareholders and the Company or among the shareholders themselves, on the subject of business matters, shall be subject to the jurisdiction of the competent courts of the registered office.

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EX-4.2

Exhibit 4.2

Resolution under the Extraordinary General Meeting’s authority

Eighteenth resolution (Delegation of authority to the Board of Directors, for a 26-month period, to proceed with share capital increases, under the conditions provided by Articles L. 3332-18 et seq. of the French Labor Code, without shareholders’ pre-emptive subscription right, reserved for participants in a company or group savings plan)

Upon presentation of the report of the Board of Directors and the statutory auditors’ special report, and voting under the conditions of quorum and majority required for extraordinary shareholders’ meetings, pursuant to the provisions of, firstly, Articles L. 225-129 et seq., and L. 225-138-1 of the French Commercial Code, and, secondly, Articles L. 3332-1 through L. 3332-9 and Articles L. 3332-18 through L. 3332-24 of the French Labor Code, the shareholders hereby:

1° delegate to the Board of Directors, including powers of subdelegation under the conditions provided by law, the authority to decide, one or more share capital increase(s) by way of issuance Company common shares, in such proportions and at such times it deems fit, within a maximum limit of 1.5 percent of the Company’s share capital as of the date of the Board of Directors decided on the issuance, it being specified that the amount of the share capital increase completed under this resolution shall be applied against the aggregate upper limit authorized under the thirteenth resolution of this Meeting;

2° reserve the subscription for the shares to be issued to employees who subscribe to a company or group savings plan, within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code, including the beneficiaries referred to in by Article L. 3332-2 of the French Labor Code, it being specified that this resolution may be used to implement leverage transactions;

3° authorize the Board of Directors to, within the limits of Article L. 3332-21 of the French Labor Code, to grant shares to the above mentioned beneficiaries of existing Company shares or shares to be issued, either as a benefit (“abondement”), in lieu of or any part of the discount referred to in paragraph 5° of this resolution;

4° decide to waive for the benefit of the beneficiaries referred to in paragraph 2° of this resolution, the shareholders’ pre-emptive subscription right to the shares issued under this resolution and to waive any rights to common shares or securities that shall be allotted under this resolution, the shareholders further waive, in the case of a grant of shares pursuant to paragraph 3° of this resolution, any rights to such shares including the portion of reserves, surpluses or premiums that may be incorporated into Company’s share capital;

5° decide that the subscription price of the new shares shall be no less than the average of the closing prices quoted during the 20 trading sessions preceding the date of the Board of Directors decision establishing the opening date of subscriptions, less a 20% discount;

6° decide that the Board of Directors shall have all powers, including powers of sub-delegation, in accordance with the terms and conditions provided by law, in order to implement this resolution and, in particular, to:

• determine all terms and conditions of the capital increase, set the periods, terms and conditions of the issuances that would

• be realized under this resolution;

• define the opening and closing of subscriptions periods, the price, the date of the beginning of dividend rights, the conditions of payment of shares, and agree to any late payment;

• if it deems such action appropriate, allocate costs and fees arising from the issuances to the corresponding premium amount and deduct from this amount sums required to raise the legal reserve to one-tenth of the new capital after each issuance; and

• more generally, to take all necessary measures, in particular to conclude any and all agreements or contracts to effect the closing of an issuance, to carry out any and all formalities to effect the related share capital increase or increases, to amend the bylaws accordingly, and to carry out any and all formalities for the admission to trading of the shares issued.

7° acknowledge that this delegation supersedes the unused portion of any previous delegation with the same purpose.

This delegation is granted to the Board of Directors for a 26-month period from the date of this Meeting.

EX-5.1

Exhibit 5.1

TOTAL S.A.

Tour Coupole

2, place Jean Millier

Arche Nord Coupole/Regnault

92078 Paris La Défense Cedex

France

Paris, May 5, 2020

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

I am the General Counsel of TOTAL S.A. (the “Corporation”), and have directly supervised counsel for the Corporation in connection with the filing of a registration statement on Form S-8 with exhibits thereto (the “Registration Statement”) by the Corporation under the Securities Act of 1933, as amended, and the rules and regulations thereunder, for registration of up to 1,900,000 shares, par value 2.50 euros per share, of the Corporation (the “Shares”). The Shares are issuable to employees of the Corporation and its subsidiaries participating in the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan (the “Plan”).

I am familiar with the preparation of the Registration Statement and have made such further investigation, either directly or through counsel acting under my direct supervision, as I have deemed pertinent and necessary as a basis for this opinion.

Based upon, and subject to, the foregoing, it is my opinion that the Shares are duly authorized and, when issued in accordance with the terms of the Plan, and upon compliance with applicable securities laws, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Aurélien HAMELLE

Aurélien Hamelle

General Counsel

EX-23.1

Exhibit 23.1

KPMG Audit A division of KPMG S.A.	ERNST & YOUNG Audit
2, Avenue Gambetta CS60055 –92066 Paris La Défense France	1/2, place des Saisons 92400 Courbevoie Paris–La Défense 1

TOTAL S.A.

Consent of Independent Registered Public Accounting

Firms

TOTAL S.A.

2, place Jean Millier - La Défense 6 92400 Courbevoie

This report contains 2 pages

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Total Holdings USA, Inc. 2020 Employee Shareholder Plan of:

(i) our report dated March 18, 2020, with respect to the consolidated balance sheets of TOTAL S.A. and its subsidiaries as of December 31, 2019, 2018 and 2017, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31, 2019 (our report thereon refers to the change in TOTAL S.A.’s method of accounting for leases on January 1, 2019, due to the adoption of IFRS 16 “Leases”), and

(ii) our report dated March 18, 2020, with respect to the effectiveness of TOTAL S.A. and its subsidiaries’ internal control over financial reporting as of December 31, 2019,

which reports appear in the Annual Report on Form 20-F of TOTAL S.A. for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 20, 2020, as amended on April 14, 2020, and to the reference to our firms under the heading “Selected Financial Data” in such Annual Report.

Paris-La Défense, May 5, 2020

KPMG Audit		ERNST & YOUNG Audit
A division of KPMG S.A.
Represented by
/s/ Jacques-François Lethu	/s/ Eric Jacquet	/s/ ERNST & YOUNG Audit
Jacques-François Lethu	Eric Jacquet
Partner	Partner

EX-23.3

Exhibit 23.3

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

May 5, 2020

TOTAL S.A.

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan of our third-party report dated January 21, 2020, concerning our estimates of the proved oil, condensate, and gas reserves, as of December 31, 2019, of certain properties owned or controlled by PAO Novatek, which is included as Exhibit 15.3 to the Annual Report on Form 20-F of TOTAL S.A. for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 20, 2020, and amended on April 14, 2020, and to the reference to our firm under the heading “Statement by experts” in such Annual Report.

Very truly yours,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints any person listed below or Jean-Pierre Sbraire, Chief Financial Officer of TOTAL S.A., as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, to act, without any other, for him or her and in his or her name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 (including under any other appropriate Form) of TOTAL S.A., a French société anonyme, and any or all amendments (including post-effective amendments) thereto, relating to the registration under the U.S. Securities Act of 1933, as amended, of common shares, nominal value 2.50 euros each, of TOTAL S.A. that may be issued pursuant to the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, or any state regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection with the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the dates noted below.

Date: April 10, 2020	By:	/s/ PATRICK POUYANNÉ
	Name:	Patrick Pouyanné
	Title:	Chairman and Chief Executive Officer
Date: April 10, 2020	By:	/s/ PATRICK ARTUS
	Name:	Patrick Artus
	Title:	Director
Date:                  , 2020	By:
	Name:	Patricia Barbizet
	Title:	Director
Date: April 11, 2020	By:	/s/ MARIE-CHRISTINE COISNE-ROQUETTE
	Name:	Marie-Christine Coisne-Roquette
	Title:	Director
Date: April 10, 2020	By:	/s/ LISE CROTEAU
	Name:	Lise Croteau
	Title:	Director
Date: April 14, 2020	By:	/s/ MARK CUTIFANI
	Name:	Mark Cutifani
	Title:	Director
Date: April 10, 2020	By:	/s/ VALÉRIE DELLA PUPPA TIBI
	Name:	Valérie Della Puppa Tibi
	Title:	Director
Date:                  , 2020	By:
	Name:	Maria van der Hoeven
	Title:	Director
Date:                  , 2020	By:
	Name:	Anne-Marie Idrac
	Title:	Director

[Signature page of Form S-8 power of attorney]

Date: April 10, 2020	By:	/s/ JEAN LEMIERRE
	Name:	Jean Lemierre
	Title:	Director
Date: April 10, 2020	By:	/s/ CHRISTINE RENAUD
	Name:	Christine Renaud
	Title:	Director
Date:              , 2020	By:
	Name:	Carlos Tavares
	Title:	Director
Date: April 9, 2020	By:	/s/ FREDERIC AGNÈS
	Name:	Frédéric Agnès
	Title:	Chief Accounting Officer
Date: April 9, 2020	By:	/s/ ROBERT O. HAMMOND
	Name:	Robert O. Hammond
	Title:	Authorized Representative in the United States

[Signature page of Form S-8 power of attorney]