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Spring 2015

SNThe Shareholders' Newsletter

Report // Corporate Social Responsibility, creating value

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Dear shareholders,

In this first quarter of 2015, it's time to take a look at our results for the year 2014. With the sharp fall in the price of oil in the second half, Total generated adjusted net results of 12.8 billion dollars, a decrease of 10% compared to 2013, the same percentage as the drop in oil prices.The Upstream segment returned to growth with the start-up of its deep-offshore CLOV field in Angola in the second half of 2014. The Refining & Chemicals segment achieved its profitability target one year ahead of schedule and reported a remarkable set of results thanks to the success of its restructuring program.

Given the current economic environment, the company recognized after-tax impairments of some of its assets, essentially related to Canadian oil sands, unconventional gas in the USA, and refining in Europe.We have announced an ambitious mitigation plan to respond to the current economic situation.To begin with, after delivering on its commitments to reduce investments in 2014, the Group plans to lower them by more than 10% in 2015. With investments of 23 to 24 billion dollars in 2015, the Group is maintaining its growth strategy for 2017 and beyond. In addition to this, all of the Group’s segments are expanding their cost-cutting programs to get through this period, with no compromise on the absolute priority to safety. The cost-reduction program announced last September has been expanded, and its initial target of 800 million dollars has been raised to 1.2 billion dollars in 2015 alone. Lastly, drawing on recent lessons learned, the exploration budget has been reduced to 1.9 billion dollars.

Fully mobilized on the execution of its projects and its production growth, the Upstream plans eight major start-ups in 2015, of which three started production in January. The resulting new production will bring in additional revenue. Our entry into the new ADCO concession in Abu Dhabi, which represents 10% of the Group's reserves, demonstrates our ability to access resources under good conditions and maintain and develop strong partnerships with producing countries. Total continues to manage its asset portfolio with a dynamic approach. The Group successfully achieved its 2012-2014 asset sale target and plans to accelerate the execution of its 10 billion dollars divestment target for 2015-2017. With its high-quality teams, financial strength and ability to adapt, the Group is focused for the short-term on generating cash flow and reducing its breakeven point, and confirms its growth strategy in the medium term.

In this less favorable period, our policy of competitive return to shareholders remains unchanged. The Board of Directors has decided to propose to the Annual Shareholders’ Meeting, a dividend of 2.44 euros per share for 2014, an increase of 2.5% compared with 2013, and the possibility of receiving the remaining dividend in cash or in new shares, benefiting from a 10% discount. For you, this is an opportunity to play an even more active part in the Group's development.

I would like to thank you for your ongoing loyalty and look forward to seeing you at the Annual Shareholders’ Meeting on May 29.

CEO’s Message

"In response to the recent fall in the oil price, Total has launched an ambitious mitigation plan."

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The “2013 Results & Outlook” presentations are available on the “Total Investors” app and online at total.com under the heading Shareholders > Results.

CONTENTS

Perspective: ADCO p. 3Highlights pp. 4-5Report: CSR pp. 6-9Total shareholders pp. 10-11

Cover : © Patrick SORDOILLET // Training to sell Awango lamps, in Burkina Faso

Patrick Pouyanné Chief Executive Officer of Total

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The decision had been eagerly awaited due to the major stakes involved. The figures speak for them-selves: the concession covers Abu Dhabi's fifteen principal onshore oil fields and represents more than half of the Emirate’s production. In 2015, ADCO is expected to produce 1.6 million barrels per day, after which production should climb to 1.8 million barrels per day in 2017. The 10% share in ADCO gives Total access to a further billion barrels of proved reserves representing 6% of the Group's global production by 2017.

Total was the first international oil company to be chosen from among 11 competitors. In addition to this, the Group was also appointed technical leader for the Bu Hasa field and the Southeast group of fields, which represent two-thirds of the production from the new concession. Total owes its success to the quality of its commercial offer and the excellence of its technical proposal. This is a strong sign indeed, recognizing our know-how, our technologies and our innovation capacity. The Group now intends to pour the best of its expertise and its technologies into pursuing development of the fields and monetizing over

two billion barrels of oil throughout the project life.ADCO's signature is a major mile-stone in the long history of partner-ship between Total and the Emir-ate of Abu Dhabi, where the Group has been present since 1939. The agreement follows on from a previ-

ous concession in which the Group participated for 75 years and which ended in January 2014. The new concession is proof of the quality of our relationship with the Emirati authorities.

The presence of Total in Abu Dhabi is unique not only by its extent, but by the diversity of the assets and partnerships involved. Moreover it extends to the dif-ferent segments of the Group: the Upstream with the operated offshore field Al Bukhoosh, participations in offshore production with Adma, liquefied natural gas with Adgas, gas import with Dolphin, production of electricity with Taweelah, Downstream with the pro-duction of lubricants and renewable energies with the Shams project, the biggest concentrated solar power plant in operation in the world.

ADCO is a key partnership which proves that we are recognized as a trusted international company ca-pable of managing major technological projects. The Group intends to mobilize its expertise not only to develop ADCO but also to seize on the new opportu-nities that will arise in the strategic Middle East region.

On January 29, 2015, Total signed a new concession agreement with the government of Abu Dhabi and the national oil company ADNOC. In this new ADCO (Abu Dhabi Company for Onshore Petroleum Operations Limited) concession, created for operating the country's onshore fields, Total will hold a 10% participating interest for 40 years.

ADCO, a historic agreement

Perspective

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Highlights

2014 Key Figures

12.8 billion dollars Adjusted net income

26.4 billion dollarsInvestments

Hydrocarbon production

2.15 million barrels of oil equivalent/day

53% Average tax rate

31% Net-debt-to-equity ratio

Data as at December 31, 2014Average exchange rate in 2014: $1.3285/€

"Now that CLOV has reached its plateau of 160,000 barrels per day, the Upstream has recovered production growth."

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United KingdomGasStart-up of phase 2 of the West Franklin project, which will produce 40,000 bar-rels of oil equivalent per day of gas con-densate. Total thereby consolidates the production capacity of its Elgin/Franklin hub, which holds significant reserves and promising exploration potential.

Despite the decline in Brent, you are announcing an adjusted net income of 12.8 billion dollars?

In this difficult environment, our results are slightly down. The Group is benefiting from its cost reduction program which was launched early, the restructuring of Refining & Chemicals and its integrated model. Already committed to a systematic cost reductions, we have stepped

up our disciplined approach to lowering our breakeven points and maximizing cash flow, while maintaining our growth strategy in the medium term.

You are also announcing a dividend increase for 2014.

Total has successfully weathered similar periods in the past and has always delivered competitive shareholder returns. The Board of Directors will propose at the forthcoming Annual Shareholders’ Meeting, a dividend of 2.44 euros per share for 2014, an increase of 2.5% compared with 2013, and the possibility of receiving the remaining dividend in cash or in new shares with a 10% discount.

Patrick DE LA CHEVARDIÈREGroup Chief Financial Officer

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Abu Dhabi Entry into the new ADCO concession with a 10% interest for 40 years.

USA Sale of the midstream Utica shale assets.

France Sale of the remaining 10.4% stake in Gaztrans-

port & Technigaz (GTT). Completion of the sale of Bostik to Arkema.

IraqDiscovery of light oil and gas condensate on the Jisik-1 well on the Harir block in Kurdistan region.

World Commitment of Total to three major international

initiatives to combat climate change. Launch of new global corporate advertising

campaign "Committed to better energy". Investment of Total Energy Ventures in four

American companies (NexSteppe, Aquion Energy, Solidia and Stem) and one French company (Avenisense).

Nigeria Stopped flaring and started producing gas from the Ofon field.

Norway Sale of an 8% interest in the non-operated Gina Krog field and interests in three minor fields.

To find all press releases and learn more about the e-mail alert system which notifies you of each new press release, please visit our site total.com

NorwayOil Production start-up on Eldfisk II in the North Sea, with a produc-tion capacity of 70,000 barrels per day. The project includes construction of a new platform, drilling of 40 new production and injection wells, and the upgrade of the existing Eldfisk facilities.

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Report

Interview with Jérôme Schmitt Senior Vice President, Sustainable Development & Environment

CSR is an integral part of Total's strategy. What exactly does that mean?

The crucial point here is not to confuse CSR with corpo-rate philanthropy. Directly incorporated into our business, CSR rests on procedures, performance criteria and target figures. It is a policy, it is acts and actions and, lastly, it is expenditure, and a key underlying theme: anticipating for the long term.

It is not only limiting the negative im-pacts of our activities and being more acceptable. Rather, by listening attentively to stakeholder expectations and incor-porating the environmental, social and economic dimensions, our aim is to produce a lasting positive impact in the countries where we work, and to prepare the future.

Practically speaking, what does Total's CSR approach involve?

A properly managed project relies on a sequence of precise actions. We prepare a map of our environment and our stake-holders and establish dialogue to understand what they expect of us. We run impact studies for our pro-jects, identify the needs for the coming decades and define the solutions that suit each local context.The resulting roadmap sets out what we intend to undertake throughout the duration of the project in terms of training, education, stimulation of local eco-nomic fabric, local content and access to energy. The objective is to create value and lasting balances. In France, we have the example of Lacq. The end of its commercial production had been anticipated well beforehand, and our ambition was to leave a better environment behind us upon our departure.

What are the areas in which Total is involved in CSR?

Those set out in our code of conduct. Our priorities are safety and health, but also controlling our impacts on the environment and the communities, and of course the respect of ethics and Human rights. Before making any investment, we first identify the different risks and ensure we will be capable of limiting them. If that is not the case, we have to be prepared to give up a project.On the social side, one of our prime commitments is access to energy for the greatest possible number of people. We are present in over 130 countries, and it is our duty to help build the local energy framework.

Our three primary goals with regard to Corporate Social Responsibility (CSR) are to act responsibly, to control our global footprint and to play an active part in local development wherever we work. In October 2014, we kicked off our new corporate advertising campaign, "Committed to better energy" clearly establishing our ambition which feeds on CSR, now directly related to our operating activities.

Corporate Social Responsibility,creating value

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We put forward simple schemes easy to replicate. With our "Total Access to Energy" program, for in-stance, we have launched the Awango range of pho-tovoltaic solar solutions to meet the essential energy requirements of the poorest populations.

CSR also concerns the environment. Total is in fact extensively involved in think tanks and discussions on climate change.

Respect for the environment is something we are committed to on a daily basis. We adopt even more rigorous standards in sensitive zones. In Uganda, for example, where we are exploring in a national park, we have committed to limiting our impact and to redeveloping the biodiversity of the zone.With the Paris Climate Conference scheduled for December, the year 2015 will be climate year. Fighting climate change is part of our long-term strategy, through actions in four major sectors.

One of the first solutions lies in gas, which we currently produce in greater quantities than oil, and which produces half the emissions of coal in generating electricity.The second is solar energy, and in this area we are one of the world leaders with our SunPower affiliate.Another is to reduce our greenhouse gas emissions, those from our installations, by improving their energy efficiency and reducing flaring in oil production, but also emissions from the products we sell to customers, like the Total Ecosolutions eco-efficient range.Lastly, "Total Access to Energy" brings developing countries large-scale solutions with low CO2

emissions.

Directly integrated into our strategy, CSR creates shared value and is also a differentiating factor which is important to some of our partners or host countries, and therefore supportive for our business.

Testing our safety procedures: Lula, a large-scale crisis exercise "This is an exercise: an oil leak is currently ongoing in Angola". Total's Paris headquarters was notified, one morning, of the launch of the biggest crisis simulation the Group had ever organized, with the support of the Angolan authorities. More than 400 people were mobilized for three days to test our procedures and equipment, and recreate the conditions of response to a major leak: activation of a crisis management cell, mobilization of experts and assistance organizations, transportation of test equipment, etc. Lula provided the opportunity to identify strenghts and areas for improvement to our crisis management system, and to evaluate the Group's capacity to bring a subsea well blowout under control.

Support for future projects: Total Energy Ventures and Total Développement RégionalTotal Energy Ventures is the Group's capital development arm. It supports young companies offering innovative technologies or economic models, with the potential to respond to energy/environment challenges and that could be relevant to Total. It invests globally in areas as renewable or alternative energies, energy efficiency, energy storage, waste monetization, greenhouse gas reduction and industrial wastewater treatment. In parallel, Total Développement Régional, created in 1978, develops the local economy by encouraging projects for creation, takeover and development of young SMEs in France.

CSR in Total: four practical examples

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Report

Fighting climate change: Total's sustainable commitmentIn September 2014, at the United Nations Climate Summit, Total and five major oil companies (Saudi Aramco, BG Group, Eni, Pemex and Sinopec), joined forces to announce the kick-off of a "Climate Initiative" and their intention to act together in the fight against climate change.In November, the Total University organized an "Energy and Climate" day, and the Group committed to three major international initiatives: the United Nations Global Compact’s call inviting companies to factor an internal carbon price into their investment decisions, the World Bank's Zero Routine Flaring by 2030 Initiative and the Climate and Clean Air Coalition aimed at improving the measurement and control of methane emissions.

Optimizing the positive impacts of our activities: the example of UgandaSince 2011 in Uganda, Total has been conducting a full assessment of the communities' risks and needs.

A study helped identify the industries and educational institutions capable of meeting the demand for manpower, goods and services generated by the project.

To contribute to local socio-economic development, four priorities were identified:

access to water,

access to energy (Awango solar lamps),

�creation of economic activities (integration of local suppliers, support for agriculture), and

skills development (administrative and technical).

To find out more, go to the March webzine on our site total.com and watch the video interview of Jérôme Schmitt (French only).

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Climate, our commitments

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- 50 %Brûlage du gaz 2005 - 2014

(hors démarrage)

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Total shareholders

Three awards for Total

At the 2014 Investor Awards organized by Boursorama and Morningstar, Total's Indi-

vidual Shareholder Relations Department won the Communication Investor prize based on a vote by 25,000 individual and institutional investors.

The French magazine Le Revenu also awarded Total its Shareholders’ Relations Gold Trophy and the Super Silver Trophy which recognizes companies on shareholder service criteria, for their Internet site and for their Annual Shareholders' Meeting.

The 2015 Shareholders' Guide online at total.com

Watch for the 2015 edition of your Share-holders' Guide (in electronic format and

French only) due to be released in March on the total.com site under the heading Shareholders.

French Solidarity wealth tax

If you are due to pay the French solidarity wealth tax, you have the choice of declaring in 2015:

either the latest value known on December 31, 2014, i.e. 42.52 €, or

�the average of the last thirty sessions' Stock Exchange closure rates for 2014, namely: €44.321.

In brief…

Total share price

€47.19+ 10.97%

CAC 40

4,886.44+ 6.13%

Data as at February 24, 2015 - Variations from December 31, 2014.

New: remaining 2014 dividend payment in shares

Proposed by the Board of Directors, a resolution is to be presented at the Annual Shareholders' Meeting on May 29, 2015, concerning payment of the remaining dividend for the year 2014. If the resolution is approved, the remaining dividend of 0.61 euro per share may be paid, either in cash or as a subscription for new Company shares with a 10% discount, at the shareholder's choice.The ex-dividend date is set for June 8, 2015, and the payment will be made as of July 1, 2015.Details of how to subscribe will be published after the Annual Shareholders’ Meeting.

Annual Shareholders’ Meeting 2015, vote and/or ask for your entry card with VOTACCESS

Before our Annual Shareholders' Meeting on May 29, you will be able to request your entry card and transmit your voting instructions on the VOTACCESS Internet platform. This year, the platform dedicated to French shareholders will open on May 11 at the latest.If you are a registered shareholder, you can access VOTACCESS via Planetshares.If you are a holder of bearer shares, your bank may have access to the VOTACCESS platform. Log on to your bank's Internet portal, go to your securities account or your share savings plan (PEA), and follow the instructions.If you wish to attend the Annual Shareholders' Meeting in person, you can ensure fast processing of your request and smooth reception on the day by asking for your entry card on VOTACCESS as early as May 11.

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Launch of the Shareholders’ Club Internet siteThe members of the Tota l Shareholders’ Club can now

enjoy the privilege of an Internet space to expand and facilitate exchanges with the Club team. The site lets you follow the Club's program, receive reminders for registrations and take advantage of exclusive events.

You can also sign up for events in just a few clicks and share your experiences with other members of the Club.

Log on now to https://e-cercle.total.com (in French only)

Upcoming events April 25, 2015 VFB congress in Brussels (Belgium)

April 28, 2015 First quarter 2015 results

May 29, 2015 Annual Shareholders' Meeting in Paris

�June 8, 2015 Ex-dividend date for remaining 2014 dividend*

�June 24, 2015 Shareholders' Meeting in Lille

* Vos données personnelles sont traitées dans le respect de la loi et vous disposez du droit d’accès, de rectification et d’opposition en vous adressant à notre service actionnaires.

Numéro 46 - Conception et réalisation : Flamingo Communications / Direction de la Communication financière de Total - Responsable de la publication : Clémence Godillot - Informations arrêtées au 22/09/2014. Capital social : 5 945 861 837,50 euros - 542 051 180 RCS Nanterre

Brent

$60.08+ 9.29%

Refining margin

$41/ton+ 154.66%

Your contactsFor answers to your questions about the Total share, to give us your feedback on the information provided or to change your personal data**, you can contact our department:

Individual Shareholder Relations Department2, place Jean MillierLa Défense 692078 Paris La Défense cedex

Write to us from the site total.com > heading Shareholders (contact)

Toll-free from any land line in FranceFrom outside France: +33 1 47 44 24 02

** Your personal data are processed as required by law. To exercise your right of access, rectification and opposition, contact our Shareholders’ Department.

Issue 47 - Design and production: Flamingo Communications / Total Investor Relations Department - Publication Director: Nathalie Portes-Laville Publication Manager: Clémence Godillot - Information as at February 24, 2015. Capital: 5,963,168,812.50 euros - 542 051 180 Nanterre Trade Register

A quality relationship to serve shareholders

* Subject to approval by the Annual Shareholders' Meeting on May 29, 2015

Euro/Dollar

1.13- 6.70%

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