Obligation TotalEnergies SE 6% ( XS0471990340 ) en AUD

TotalEnergies SE

100 % ⇌

France

XS0471990340 ( en AUD )

6% par an ( paiement annuel )

15/01/2015 - Obligation échue

Prospectus brochure de l'obligation TotalEnergies XS0471990340 en AUD 6%, échue

2 000 AUD

450 000 000 AUD

TotalEnergies est une multinationale française de l'énergie, active dans l'exploration et la production de pétrole et de gaz, la production d'électricité, la chimie et la distribution de carburants.

L'Obligation émise par TotalEnergies SE ( France ) , en AUD, avec le code ISIN XS0471990340, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2015

Final Terms dated 13 August 2010

Total Capital

Issue of AUD 100,000,000 6.00 per cent. Notes due 15 January 2015 (the "Notes")
(to be consolidated and form a single series with the
AUD 150,000,000 6.00 per cent. Notes due 15 January 2015 issued on 15 December 2009, the
AUD 100,000,000 6.00 per cent. Notes due 15 January 2015 issued on 22 January 2010 and the
AUD 100,000,000 6.00 per cent. Notes due 15 January 2015 issued on 1 April 2010
(together the "Existing Notes"))
unconditionally and irrevocably guaranteed by Total S.A.
under the 18,000,000,000 Euro Medium Term Note Programme
PART A
CONTRACTUAL TERMS
The Debt Issuance Programme Prospectus referred to below (as completed by these Final Terms) has
been prepared on the basis that any offer of Notes in any Member State of the European Economic
Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of the Notes.
Accordingly, any person making or intending to make an offer of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of
Notes in any other circumstances.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Debt Issuance Programme Prospectus dated 17 November 2009 and the Supplements to the Debt
Issuance Programme Prospectus dated 12 February 2010, 4 March 2010, 7 April 2010, 6 May 2010 and
2 August 2010, which together constitute a base prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of
the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read
in conjunction with such Debt Issuance Programme Prospectus as so supplemented. Full information
on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination
of these Final Terms and the Debt Issuance Programme Prospectus as so supplemented. The Debt
Issuance Programme Prospectus and the Supplements to the Debt Issuance Programme Prospectus are
available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu) and during
normal business hours at the offices of the Fiscal Agent and each of the Paying Agents and copies may
be obtained from the offices of the Fiscal Agent and each of the Paying Agents.
1
(i)
Issuer:
Total Capital
(ii)
Guarantor:
Total
S.A.
2
(i) Series
Number:
59

(ii)
Tranche Number:
4. The Notes will be consolidated, form a single
series and be interchangeable for trading
1

purposes with the Existing Notes upon
exchange of the Temporary Global Note for
interests in the Permanent Global Note
representing the Notes as described in
paragraph 24 below, upon certification as to
non-U.S. beneficial ownership, expected to
occur on or after the first day following the
expiry of 40 days after the Issue Date (the
"Exchange Date").
3
Specified Currency or Currencies: Australian
Dollars
("AUD")
4
Aggregate Nominal Amount:

(i)
Series:
AUD
450,000,000
(ii)
Tranche:
AUD
100,000,000
5
Issue Price:
102.095 per cent. of the Aggregate Nominal
Amount of this Tranche plus an amount
corresponding to accrued interest from, and
including, the Interest Commencement Date to,
but excluding, the Issue Date (245 days).
6
(i) Specified Denomination:
AUD 2,000
(ii) Calculation Amount:
AUD 2,000
7
(i) Issue Date:
17 August 2010
(ii) Interest Commencement Date:
15 December 2009
8
Maturity Date:
15 January 2015
9
Interest Basis:
6.00 per cent. per annum Fixed Rate (further
particulars specified below)
10 Redemption/Payment Basis:
Redemption at par
11 Change of Interest or Redemption/Payment Not Applicable
Basis:
12 Put/Call Options:
Not Applicable
13 (i) Status of the Notes:
Senior unsecured and unsubordinated
(ii) Status of the Guarantee:
Senior
(iii) Date of Board approval for issuance of Board Resolution of the Issuer dated 28
Notes and Guarantee obtained:
June
2010 and of the Guarantor dated 10
February 2010
14 Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions
Applicable
(i) Rate of Interest:
6.00 per cent. per annum payable annually in
arrear
(ii) Interest Payment Date(s):
15 January of each year, commencing on 15
January 2011 (long first coupon), to and
including the Maturity Date
(iii) Fixed Coupon Amount:
AUD 120 per Calculation Amount except in
2

respect of the first payment of interest on 15
January 2011 which shall be the Broken
Amount
(iv) Broken Amount:
AUD 130.19 per Calculation Amount in respect
of the period from, and including the Interest
Commencement Date to, but excluding 15
January 2011
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Dates:
The relevant Interest Payment Dates
(vii) Other terms relating to the method of Not Applicable
calculating interest for Fixed Rate Notes:
16 Floating Rate Note Provisions
Not Applicable
17 Zero Coupon Note Provisions
Not Applicable
18 Index-Linked Interest Note/other variable-
Not Applicable
linked interest Note Provisions
19 Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20 Call Option
Not Applicable
21 Put Option
Not Applicable
22 Final Redemption Amount of each Note
AUD 2,000 per Calculation Amount
23 Early Redemption Amount
AUD 2,000 per Calculation Amount

Early Redemption Amount(s) per Calculation
Amount payable on redemption for taxation
reasons or on event of default or other early
redemption and/or the method of calculating
the same (if required or if different from that
set out in the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24 Form of Notes:
Bearer Notes
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable
for Definitive Notes in the limited
circumstances specified in the Permanent
Global Note
25 New Global Note:
No
26 Financial Centre(s) or other special provisions Sydney, London, New York
relating to payment dates:
27 Talons for future Coupons or Receipts to be No
attached to Definitive Notes (and dates on
which such Talons mature):
28 Details relating to Partly Paid Notes: amount Not Applicable
of each payment comprising the Issue Price
and date on which each payment is to be made
and consequences (if any) of failure to pay,
3

including any right of the Issuer to forfeit the
Notes and interest due on late payment:
29 Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment
is to be made:
30 Redenomination, renominalisation and
Not Applicable
reconventioning provisions:
31 Consolidation provisions:
Not Applicable
32 Other final terms:
Not Applicable
DISTRIBUTION
33 (i) If syndicated, names and addresses of JOINT LEAD MANAGERS AND
Managers and underwriting
BOOKRUNNERS
commitments:
DAIWA CAPITAL MARKETS EUROPE
LIMITED
5 King William Street
London EC4N 7DA
United Kingdom
AUD 50,000,000 Underwriting Commitment
THE TORONTO-DOMINION BANK
60 Threadneedle Street
London EC2R 8AP
United Kingdom
AUD 50,000,000 Underwriting Commitment

(ii) Date of Subscription Agreement:
13 August 2010
(iii) Stabilising Manager(s) (if any):
Not Applicable
34 If non-syndicated, name and address of Dealer: Not Applicable
35 Total commission and concession:
1.875 per cent. of the Aggregate Nominal
Amount of this Tranche (consisting of 1.600 per
cent. selling concession and 0.275 per cent.
management and underwriting commission)
36 U.S. Selling Restrictions:
Regulation S Category 2; TEFRA D
37 Non-exempt offer:
Not Applicable
38 Additional selling restrictions:
Australia:
No prospectus or other disclosure document (as
defined in the Corporations Act 2001 of
Australia) in relation to the Programme or the
Notes has been lodged with the Australian
Securities and Investments Commission
("ASIC"). Each Manager has represented and
agreed that it: (I) has not (directly or indirectly)
offered or invited applications, and will not
offer or invite applications, for the issue, sale or
purchase of the Notes in or from Australia
4

(including an offer or invitation which is
received by a person in Australia); and (II) has
not distributed or published, and will not
distribute or publish, any prospectus, draft,
preliminary or definitive offering
memorandum, advertisement or other offering
material relating to the Notes in Australia
unless the offeree or invitee is a "wholesale
client" (within the meaning of Section 761G of
the Corporations Act 2001 of Australia) and (1)
the aggregate consideration payable by each
offeree or invitee is at least AUD 500,000 (or
its equivalent in other currencies, but
disregarding any monies lent by the offeror or
its associates) (2) or the offer or invitation
otherwise does not require disclosure to
investors in accordance with either Part 6D.2 of
the Corporations Act 2001 of Australia, (3) such
action complies with all applicable laws,
regulations and directives (including, without
limitation, the financial services licensing
requirements of Chapter 7 of the Corporations
Act 2001 of Australia) and (4) such action does
not require any document to be lodged with the
ASIC.
5

PART B
OTHER INFORMATION
1
Listing and Admission To Trading

Application has been made by the Issuer (or on its
behalf) for the Notes to be listed on the official list of
the Luxembourg Stock Exchange and admitted to
trading on the Luxembourg Stock Exchange with
effect from 17 August 2010.
The Existing Notes are listed on the official list of
the Luxembourg Stock Exchange and admitted to
trading on the Luxembourg Stock Exchange
2
Ratings

Ratings:
The Notes to be issued have been rated:

S
&
P:
AA
Moody's: Aa1
3
Interests of Natural and Legal Persons Involved In the Offer

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer.
4
Reasons for the Offer, Estimated Net Proceeds and Total Expenses

(i)
Reasons for the offer:
As set out in "Use of Proceeds" in the Debt Issuance
Programme Prospectus dated 17 November 2009

(ii)
Estimated net proceeds:
AUD 104,212,397.26

(iii)
Estimated total expenses:
AUD
1,910,000 (comprising a combined
management, selling and underwriting commission
of AUD 1,875,000 and Managers' expenses of AUD
35,000)
5
Fixed Rate Notes only - YIELD

Indication of yield:
5.44 per cent. per annum

As set out above, the yield is calculated on the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield.
6
Operational Information

ISIN Code:
XS0533404587 until the Exchange Date;
XS0471990340 thereafter

Common Code:
053340458 until the Exchange Date;
047199034 thereafter

Any clearing system(s) other than Not Applicable
Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme and the relevant
identification number(s):

Delivery:
Delivery against payment

Names and addresses of initial Paying Citibank, N.A., London Branch (Principal Paying
Agent(s):
7

Agent)

Names and addresses of additional Paying Not Applicable
Agent(s) (if any):

Intended to be held in a manner which No
would allow Eurosystem eligibility:

8