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TOTAL CAPITAL CANADA LTD. TOTAL S.A. TOTAL CAPITAL CDN $2,000,000,000 or the equivalent thereof in U.S. dollars SHORT-TERM PROMISSORY NOTES INFORMATION MEMORANDUM Unconditionally and Irrevocably Guaranteed by TOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes for sale in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction or to any citizen or resident of the United States of America. The Short-Term Promissory Notes will not be sold outside of Canada or to any person who is not resident in Canada for the purposes of the Income Tax Act (Canada) or to any person purchasing for resale to, or for the account or benefit of, any person who is not resident in Canada for the purposes of the Income Tax Act (Canada). The Short-Term Promissory Notes and the guarantees with respect thereto have not been and will not be registered under the United States Securities Act of 1933, as amended. Residents of the United States of America or persons acting for and on behalf of residents of the United States of America are not permitted to hold the Short-Term Promissory Notes. This Information Memorandum does not in any way obligate Total S.A., Total Capital or Total Capital Canada Ltd. to accept an offer to purchase Short-Term Promissory Notes. No person has been authorized to give any information or to make any representation not contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized. May 15, 2007
Transcript
Page 1: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

TOTAL CAPITAL CANADA LTD.

TOTAL S.A.

TOTAL CAPITAL

CDN $2,000,000,000 or the equivalent thereof in U.S. dollars

SHORT-TERM PROMISSORY NOTES

INFORMATION MEMORANDUM

Unconditionally and Irrevocably Guaranteed by

TOTAL S.A.

This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes for sale in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction or to any citizen or resident of the United States of America. The Short-Term Promissory Notes will not be sold outside of Canada or to any person who is not resident in Canada for the purposes of the Income Tax Act (Canada) or to any person purchasing for resale to, or for the account or benefit of, any person who is not resident in Canada for the purposes of the Income Tax Act (Canada). The Short-Term Promissory Notes and the guarantees with respect thereto have not been and will not be registered under the United States Securities Act of 1933, as amended. Residents of the United States of America or persons acting for and on behalf of residents of the United States of America are not permitted to hold the Short-Term Promissory Notes. This Information Memorandum does not in any way obligate Total S.A., Total Capital or Total Capital Canada Ltd. to accept an offer to purchase Short-Term Promissory Notes.

No person has been authorized to give any information or to make any representation not contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized.

May 15, 2007

Page 2: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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THE OFFERING

Total S.A., Total Capital Canada Ltd. and Total Capital (collectively, the "Issuers" and each, an "Issuer") are offering short-term promissory notes (the "Notes") that will be, if issued by Total Capital or Total Capital Canada Ltd., unconditionally and irrevocably guaranteed as to payment of principal and interest, if any, by Total S.A. (the "Guarantor"). The maximum aggregate principal amount of the Notes collectively outstanding at any one time by all of the Issuers shall not exceed in aggregate CDN $2,000,000,000 or the equivalent thereof in U.S. dollars at the time of issue. Total Capital and Total Capital Canada Ltd. are each direct or indirect wholly owned subsidiaries of Total S.A.

TOTAL S.A.

Total S.A., a French société anonyme incorporated on March 28, 1924, together with its subsidiaries and affiliates (the "Total Group"), is the fourth largest publicly-traded integrated oil and gas company in the world (based on market capitalization), with operations in more than 130 countries.

Total S.A. began its upstream operations in the Middle East in 1924. Since that time, Total S.A. has grown and expanded its operations worldwide. Most notably, in early 1999 Total S.A. acquired control of PetroFina S.A. ("PetroFina") and in early 2000, Total S.A. acquired control of Elf Aquitaine S.A. ("Elf Aquitaine"). Total S.A. currently owns 99.5% of Elf Aquitaine shares and since early 2002, 100% of PetroFina shares. The Total Group, which operated under the name Totalfina from June 1999 to March 2000, and then under the name TotalFinaElf, now operates once again under the name Total S.A. since May 6, 2003.

Total S.A. engages in all aspects of the petroleum industry, including upstream operations (oil and gas exploration, development and production; LNG) and downstream operations (refining, marketing, trading and shipping of crude oil and petroleum products). Total S.A. also produces base chemicals and specialty chemicals for industrial and consumer use. In addition, Total S.A. has interests in the coal mining and power generation sectors.

Total S.A.'s registered office is located at 2, place de La Coupole, La Défense 6, 92400 Courbevoie, France.

TOTAL CAPITAL CANADA LTD.

Total Capital Canada Ltd. was incorporated on April 9, 2007 under the Business Corporations Act (Alberta). Total Capital Canada Ltd. acts as a finance company on behalf of the Total Group companies in Canada by issuing debt securities and commercial paper. The development of the business of Total Capital Canada Ltd. is largely determined by the financial requirements of the Total Group companies in Canada.

Total Capital Canada Ltd.'s registered office is located at 1900, 333 – 7th Avenue SW, Calgary, Alberta, T2P 2Z1.

TOTAL CAPITAL

Total Capital was originally incorporated in France on December 15, 1999 as a société anonyme (with registered number 428 292 023) at the Registre du Commerce et des Sociétés of Nanterre. Total Capital is wholly owned by Total S.A. Total Capital acts as a finance company on behalf of the Total Group by issuing debt securities and commercial paper. The development of the business of Total Capital is largely determined by the financial requirements of the Total Group companies both in France and abroad.

Total Capital's registered office is located at 2, place de La Coupole, La Défense 6, 92400 Courbevoie, France.

Page 3: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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DESCRIPTION OF THE SHORT-TERM PROMISSORY NOTES

Issuers: Total Capital Canada Ltd. Total S.A. Total Capital

Guarantor: Total S.A. (in relation to the issuance of Notes by Total Capital Canada Ltd. and Total Capital)

Principal Amount: The maximum aggregate principal amount of the short-term promissory notes ("Notes") outstanding at any one time by all of the Issuers shall not exceed CDN $2,000,000,000 or the equivalent thereof in U.S. dollars at the time of issue.

Rating: As at May 15, 2007, the Notes are rated "R-1 (middle)" by Dominion Bond Rating Service Limited ("DBRS"). The foregoing rating should not be construed as a recommendation to buy, sell or hold Notes. The rating may be revised or withdrawn at any time by DBRS. The Issuers are under no obligation to amend or supplement this Information Memorandum if the rating is so revised or withdrawn.

Purpose of Issue: The net proceeds from the sale of the Notes will be used for general corporate purposes of the respective Issuer and the Total Group companies, principally in Canada.

Denominations of Issuance:

The Notes will be issued in multiples of $1,000, subject to a minimum of $100,000, in Canadian dollars or U.S. dollars.

Currency: The Notes shall be payable in Canadian dollars or U.S. dollars, whichever is the currency of issue.

Form of Notes: The Notes will be issued as non-interest bearing notes sold at a discount or as interest-bearing notes sold at par, in the form attached.

The Notes will be issued in Canadian or U.S. dollars in "book-entry only" form. All Notes must be purchased or transferred through participants ("Participants") in The Canadian Depository for Securities Limited ("CDS") debt clearing service, which Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to the CDS book-entry system is also available to other institutions ("Indirect Participants") that maintain custodial relationships with a Participant, either directly or indirectly.

Each Issuer will cause Notes to be delivered to, and registered in the name of, CDS or its nominee. Each Issuer understands that each purchaser of an interest in a Note will receive a customer confirmation of purchase from the Participant or Indirect Participant from whom such Note is purchased in accordance with the practices and procedures of that person. Practices of Participants and Indirect Participants may vary, but generally customer confirmations are issued promptly after execution of a customer order.

Page 4: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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No holder of Notes will be entitled to a certificate or other instrument from the Issuer or CDS evidencing that person's interest in or ownership of such Note, or will be shown on the records maintained by CDS except through an agent of the holder who is a Participant or an Indirect Participant of CDS. Registration of interests in, and transfers of, Notes will only be made through the debt clearing service of CDS. All payments on Notes by an Issuer shall be made to CDS or to any paying agent appointed by such Issuer, which shall then make the payments to CDS and such payments will be forwarded by CDS to its Participants, by Participants to holders of Notes or, where applicable, by Participants to Indirect Participants and thereafter to holders of Notes.

None of the Issuers, the Participants or the Indirect Participants shall assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Notes held by CDS or the payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Notes; or (c) any advice or representation made by or with respect to CDS, including those contained in this Information Memorandum, and relating to the rules governing CDS or any action to be taken by CDS or at the direction of the respective Participants. The rules governing CDS provide that it acts as the agent and depository for the Participants and has a statutory duty to enforce payment of the Notes on behalf of the Participants. As a result, Participants must look solely to CDS and holders of Notes must look solely to Participants for the payment of the principal and interest on the Notes once such payment is made by or on behalf of an Issuer to CDS.

The ability of a holder to pledge Notes or take action with respect thereto (other than through a Participant or an Indirect Participant) may be limited due to the lack of physical certificates.

The Notes will be subject to the Depository Bills and Notes Act (Canada).

Specimen forms of Notes are included in this Information Memorandum.

Maturities: Not more than one year from the date of issue.

Status of Notes and Guarantee:

Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of Total S.A., Total Capital or Total Capital Canada Ltd., as applicable, and will rank equally and ratably without preference or priority among the Notes of the applicable Issuer and at least equally and ratably with all other unsecured and unsubordinated obligations of the applicable Issuer (other than obligations preferred by mandatory provisions of law).

The guarantee by Total S.A. in relation to the issuance of Notes by Total Capital Canada Ltd. and Total Capital will constitute an unconditional guarantee of payment in full of the principal and interest, if any, on the Notes.

Page 5: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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Discount and Interest Rates:

The Notes shall be interest-bearing or issued at a discount to mature at their principal amount. The rates of interest or discount, as applicable, on the Notes are available upon request from the Dealers.

Delivery: Delivery of the Notes will be made in accordance with the rules established by CDS.

Payment: All payments on the Notes will be made by or on behalf of the applicable Issuer through the Issuing and Paying Agent in accordance with the rules established by CDS.

Eligibility: Eligibility of the Notes for investment by certain purchasers is governed by general restrictions and provisions set out in statutes applicable to such purchasers, and in certain cases, subject to prudent investment standards established by such purchasers.

Lines of Credit: The Guarantor and each of the Issuers maintain lines of credit in amounts sufficient for their respective operations, including standby support for commercial paper activity of the Issuers.

Dealers: RBC Dominion Securities Inc., CIBC World Markets Inc., The Toronto-Dominion Bank and Scotia Capital Inc. (individually a "Dealer" and collectively the "Dealers").

Jurisdictions: The Notes may be purchased by a Dealer as principal, either for its own account or for resale in each of the provinces of Canada.

Restrictions: The Notes will not be offered for sale in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction or to any citizen or resident of the United States of America. The Notes will not be sold outside of Canada or to any person who is not resident in Canada for the purposes of the Income Tax Act (Canada) or to any person purchasing for resale to, or for the account or benefit of, any person who is not resident in Canada for the purposes of the Income Tax Act (Canada). Residents of the United States of America or persons acting for and on behalf of residents of the United States of America are not permitted to hold the Notes.

Issuing and Paying Agent:

Royal Bank of Canada

Financial Statements:

The Guarantor's audited financial statements for the most recently-completed financial year are provided herewith (provided that if these audited financial statements are not yet available, those in respect of the previous financial year will be provided).

Page 6: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL CANADA LTD.

CERTIFIED EXTRACT FROM THE BY-LAWS OF TOTAL CAPITAL CANADA LTD. AUTHORIZING BORROWING

BY-LAW NO. 2

A by-law respecting the borrowing of money, the giving of guarantees and the giving of security by Total Capital Canada Ltd. (hereinafter called the "Corporation").

IT IS HEREBY ENACTED as a by-law of the Corporation as follows:

The directors of the Corporation may from time to time:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell or pledge debt obligations of the Corporation, including without limitation, bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

(c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;

(d) mortgage, hypothecate, pledge or otherwise create an interest in or charge on all or any property of the Corporation, owned or subsequently acquired, to secure payment of a debt or performance of any other obligation of the Corporation;

(e) delegate to one or more directors, a committee of directors or one or more officers of the Corporation as may be designated by the directors, all or any of the powers conferred by the foregoing clauses of this by-law to such extent and in such manner as the directors shall determine at the time of each such delegation.

The undersigned, Anita O'Brien, Corporate Secretary of Total Capital Canada Ltd., hereby certifies that the foregoing is a true and complete extract from By-law No. 2 of Total Capital Canada Ltd., and that such extract has not been amended or repealed and is in full force and effect as at the date hereof.

DATED as of the 15th day of May, 2007.

Anita O'Brien Corporate Secretary

Page 7: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL

CERTIFIED EXTRACT FROM THE BY-LAWS OF TOTAL CAPITAL AUTHORIZING BORROWING

« Article 3 – Objet La Société a pour objet, en France ou en tous pays : La levée de fonds, en toutes devises, sur tous marchés et par tout moyen, en vue de contribuer au financement des sociétés du Groupe auquel elle appartient. Les ressources ainsi collectées seront affectées au financement des sociétés du Groupe sous toutes les formes appropriées notamment sous forme de concours, prêts, avances ou découverts, avec ou sans garantie. » Free hand English translation «Article 3 – Object The object of the Company, in France or in other countries is : The raising of funds, in any currencies, on any markets and by all means, for the purpose of contributing to the financing of all companies in the Group of which it forms part. The funds thus collected will be used for the purpose of financing the companies of the Group in any appropriate manner, in particular, by way of contributions, loans, advances or overdrafts, whether or not secured”

The undersigned, Hervé Jaskulké, Director of Total Capital, hereby certifies that the foregoing is a true and complete extract of section 3 of the by-laws of Total Capital, accompanied by a free hand English translation thereof, and that such section has not been amended or repealed and is in full force and effect as at the date hereof.

DATED as of the 15th day of May, 2007.

Hervé Jaskulké Director

Page 8: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL CANADA LTD.

CERTIFIED EXTRACT FROM A RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE ISSUE AND SALE OF SHORT-TERM PROMISSORY NOTES

"BE IT RESOLVED THAT:

1. Total Capital Canada Ltd. (the "Corporation") is hereby authorized to borrow money or otherwise incur indebtedness from time to time in the Canadian commercial paper markets by the issue and sale of unsecured short-term promissory notes (the "Notes"), in "book-entry only" form, provided that (i) each Note shall be issued in a denomination of not less than $100,000 in lawful money of Canada or in U.S. dollars; (ii) each Note shall have a maturity date of not more than 365 days from the date of issue; (iii) the aggregate principal amount of Notes outstanding at any one time, together with the aggregate principal amount of Notes outstanding that were issued by Total Capital and Total S.A. in the Canadian commercial paper markets, shall not exceed CDN $2 billion or the equivalent thereof in U.S. dollars (calculated in respect of each Note at the respective exchange rate in effect at the time of the issue of such Note); and (iv) all such Notes shall be unconditionally guaranteed by Total S.A. The limitation set forth in this resolution as to the aggregate principal amount of the Notes is directory only and shall not in any way limit the rights of a holder of any Notes.

2. In connection with the issue and sale of Notes, the Corporation is hereby authorized from time to time to appoint and enter into agreements with (i) one or more qualified financial institutions to act as agent or agents for the Corporation for the safekeeping, completion, issuance, delivery and payment of Notes on behalf of the Corporation, (ii) one or more clearing houses to act in connection with the clearing and settlement of transactions in Notes that are deposited with it, and (iii) one or more dealers to purchase Notes from the Corporation as principal, either for its or their own account or for resale to qualified investors.

3. Any officer of the Corporation is hereby authorized and empowered on behalf of the Corporation from time to time to execute, either by manual or facsimile signature, and deliver the Notes in such forms and amounts (subject to the limitations expressed in paragraph 1 above) and upon such terms (including maturity dates and rates of interest or discount) as such officer may determine, such determination to be conclusively evidenced by the execution thereof by such officer. Notes bearing the facsimile signature of any officer of the Corporation shall have the same legal effect and shall bind the Corporation as fully and effectually as if manually signed by such officer including in the event that an officer whose facsimile signature appears on the Notes shall cease to hold such office or offices prior to the issuance thereof.

4. Any Note (i) executed by the Corporation in accordance with the provisions of this resolution, (ii) if so provided in the form of the Note, manually countersigned or authenticated on behalf of the Corporation by any individual authorized for such purpose by the Corporation's agent for the completion and issuance of Notes from time to time, and (iii) duly issued and delivered by such agent, shall constitute a valid and binding obligation of the Corporation enforceable in accordance with its terms notwithstanding that, at any time after execution, countersignature or authentication (as applicable) of such Note, any person whose manual or facsimile signature appears thereon may cease to hold the office or position held by such person at the time that such person executed such Note.

5. Any officer of the Corporation, acting alone, is hereby authorized and directed to do or cause to be done any and all such other acts and things and to execute and deliver any and all agreements, documents, instruments and writings as such officer deems necessary or desirable in order (i) to carry out and give full effect to this resolution; and (ii) after the issuance of the Notes and so long as any Notes are outstanding, to discharge or cause to be discharged all obligations, and to exercise or cause to be exercised any and all rights, of the Corporation under the Notes and any other agreement or document and under any statute, rule or regulation of any jurisdiction or authority relating to or governing the Notes.

Page 9: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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6. Any and all prior actions of any officers of the Corporation in connection with the matters contemplated by this and the foregoing resolutions be, and each such action is hereby, approved, ratified, confirmed and adopted in all respects."

The undersigned, Anita O'Brien, Corporate Secretary of Total Capital Canada Ltd., hereby certifies that the foregoing is a true and correct copy of an extract from a resolution of the Board of Directors of Total Capital Canada Ltd. duly adopted on the 10th day of April, 2007 and that the said resolution is in full force and effect, unamended, as of the date hereof.

DATED as of the 15th day of May, 2007.

Anita O'Brien Corporate Secretary

Page 10: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL S.A.

AUTHORITY FOR THE ISSUANCE AND GUARANTEE OF SHORT-TERM PROMISSORY NOTES

Pursuant to the laws of the Republic of France, the governing jurisdiction of Total S.A., Total S.A. derives its authority to issue short-term promissory notes from Article L228-91 of the French Commercial Code. Total S.A. derives its authority to issue guarantees of short-term promissory notes from the resolution of the Conseil d'Adminstration of Total S.A. dated February 13, 2007 referred to in paragraph 7 on page 2 of the opinion of the General Counsel of Total S.A. included elsewhere in this Information Memorandum.

Page 11: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL

AUTHORITY FOR THE ISSUANCE OF SHORT-TERM PROMISSORY NOTES

Pursuant to the laws of the Republic of France, the governing jurisdiction of Total Capital, Total Capital derives its authority to issue short-term promissory notes from Article L228-91of the French Commercial Code.

Page 12: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL S.A.

CERTIFICATE OF INCUMBENCY AND SIGNATURES OF AUTHORIZED OFFICERS

Name Office Specimen Signature

Robert Castaigne Chief Financial Officer

Charles Paris de Bollardière Treasurer

The undersigned, Thierry Reveau de Cyrières, Legal Affairs Manager of Total S.A., hereby certifies that the persons named above have been duly appointed to the offices in Total S.A. stated opposite their respective names, that such persons are now holding such offices, that the signatures opposite their names are true specimens of their respective signatures and that such persons are authorized to execute and deliver documents relating to the financing of Total S.A. or the issuing of guarantees, in either case, on behalf of Total S.A.

DATED as of the 15th day of May, 2007.

Thierry Reveau de Cyrières Legal Affairs Manager

Page 13: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL CANADA LTD.

CERTIFICATE OF INCUMBENCY AND SIGNATURES OF AUTHORIZED OFFICERS

Name Office Specimen Signature

Charles Paris de Bollardière President

John Kowal

Vice President, Finance and Chief Financial Officer

Matthieu Faury Treasurer

Anita O'Brien Corporate Secretary

The undersigned, Jonathan Marsh, Assistant Corporate Secretary, of Total Capital Canada Ltd., hereby certifies that the persons named above have been duly appointed to the offices in Total Capital Canada Ltd. stated opposite their respective names, that such persons are now holding such offices, and that the signatures opposite their names are true specimens of their respective signatures.

DATED as of the 15th day of May, 2007.

Jonathan Marsh Assistant Corporate Secretary

Page 14: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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TOTAL CAPITAL

CERTIFICATE OF INCUMBENCY AND SIGNATURE OF AUTHORIZED OFFICER

Name Office Specimen Signature

Charles Paris de Bollardière President and Chief Executive Officer

The undersigned, Hervé Jaskulké, Director of Total Capital, hereby certifies that the person named above has been duly appointed to the offices in Total Capital stated opposite his name, that such person is now holding such offices, that the signature opposite his name is a true specimen of his signature and that such person is authorized to execute and deliver documents on behalf of Total Capital.

DATED as of the 15th day of May, 2007.

Hervé Jaskulké Director

Page 15: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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Rights of Rescission or Damages for Purchasers in Nova Scotia

Purchasers of Notes resident in the Province of Nova Scotia have the following rights:

Where this Information Memorandum or any amendment hereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) in respect of the Notes contains a misrepresentation, a purchaser to whom the Information Memorandum has been delivered and who purchases Notes shall be deemed to have relied upon such misrepresentation if it was a misrepresentation at the time of purchase and the purchaser has a right of action for damages against the seller and, subject to certain additional defences, against the directors of the seller and persons who have signed the Information Memorandum, but may elect to exercise a right of rescission against the seller, in which case the purchaser shall have no right of action for damages against the seller, provided that:

(a) in an action for rescission or damages, the defendant will not be liable if it proves that the purchaser purchased the Notes with knowledge of the misrepresentation;

(b) in an action for damages, the defendant is not liable for all or any portion of the damages that it proves do not represent the depreciation in value of the Notes as a result of the misrepresentation relied upon; and

(c) in no case shall the amount recoverable under the right of action described herein exceed the price at which the Notes were offered.

In addition, no person or company other than the seller is liable if the person or company proves that:

(a) this Information Memorandum or any amendment hereto was sent or delivered to the purchaser without the person's or company's knowledge or consent and that, on becoming aware of its delivery, the person or company gave reasonable general notice that it was delivered without the person's or company's knowledge or consent;

(b) after delivery of this Information Memorandum or any amendment hereto and before the purchase of the Notes by the purchaser, on becoming aware of any misrepresentation in the Information Memorandum or amendment thereto, the person or company withdrew the person's or company's consent to the Information Memorandum or amendment thereto, and gave reasonable general notice of the withdrawal and the reason for it; or

(c) with respect to any part of this Information Memorandum or any amendment hereto purporting (i) to be made on the authority of an expert, or (ii) to be a copy of, or an extract from, a report, an opinion or a statement of an expert, the person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation; or the relevant part of the Information Memorandum or amendment thereto (A) did not fairly represent the report, opinion or statement of the expert, or (B) was not a fairy copy of, or an extract from, the report, opinion or statement of the expert.

Furthermore, no person or company other than the seller is liable with respect to any part of this Information Memorandum or any amendment hereto not purporting (a) to be made on the authority of an expert or (b) to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation; or believed that there had been a misrepresentation.

If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, this Information Memorandum or amendment to this Information Memorandum, the misrepresentation is deemed to be contained in this Information Memorandum or amendment to this Information Memorandum.

Page 16: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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The right of action for rescission or damages described herein is conferred by section 138 of the Securities Act (Nova Scotia) and is in addition to and without derogation from any right the purchaser may have at law.

Pursuant to section 146 of the Securities Act (Nova Scotia), no action shall be commenced to enforce the right of action conferred by section 138 thereof unless an action is commenced to enforce that right not later than 120 days after the date on which payment was made for the Notes or after the date on which the initial payment for the Notes was made where payments subsequent to the initial payment are made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment.

For the purposes of the Securities Act (Nova Scotia), "misrepresentation'' means

(i) an untrue statement of material fact, or

(ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Page 17: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

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May 15, 2007

Total S.A. Total Capital Total Capital Canada Ltd.

Dear Sirs:

Issuance of Short-Term Promissory Notes

We have acted as Canadian counsel to Total S.A., Total Capital and Total Capital Canada Ltd. (collectively, the "Companies" and each, individually, a "Company") in connection with the proposed issue and sale by the Companies, from time to time, of negotiable short-term promissory notes (the "Notes") in a maximum aggregate principal amount at any one time outstanding by all of the Companies of $2,000,000,000 in Canadian currency or the equivalent in U.S. currency at the time of issue. Notes payable in Canadian dollars and U.S. dollars will be issued in "book-entry form". The Notes may be issued in multiples of $1,000, subject to a minimum denomination of $100,000 in Canadian or U.S. currency, and will mature up to but not exceeding one year from their date of issue, the whole as described in the information memorandum of the Companies dated the date of this opinion letter (the "Information Memorandum"). The Notes issued by Total Capital or Total Capital Canada Ltd. will be guaranteed by Total S.A. (the "Guarantor"), pursuant to the unconditional and irrevocable guarantee (the "Guarantee") provided by the Guarantor.

A. Documentation

As counsel for the Companies we have participated in the preparation of:

(a) the Information Memorandum;

(b) the specimen forms of Notes reproduced in the Information Memorandum; and

(c) each note issuance service agreement (individually a "Note Issuance Agreement" and collectively the "Note Issuance Agreements" each dated April 18, 2007 and entered into between Royal Bank of Canada (the "Issuing Agent") and a Company, providing among other things, for the completion, issuance and delivery and payment of Notes by the Issuing Agent on behalf of a Company.

B. Jurisdiction

We are solicitors qualified to practise law in the Provinces of Alberta and Ontario and we express no opinion as to any laws or any matters governed by any laws other than the laws of those provinces and the federal laws of Canada applicable therein. Insofar as the opinions set forth in paragraph E.4 below relate to the laws of any jurisdiction other than the laws of the Provinces of Alberta and Ontario and the federal laws of Canada applicable therein, we have relied exclusively on the opinions of local counsel of even date herewith. In respect of our opinion in paragraph E.5 below, we have relied exclusively upon an opinion of local counsel of even date herewith. To the extent that any opinion of counsel upon which we have relied is stated to be based on any assumption, to be given in reliance on any certificate or other document or to be subject to any limitation, qualification or exception, the opinions expressed in this opinion letter in reliance upon such

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18

opinion of local counsel is based upon the same assumption, is given in reliance on the same certificate or document, and is subject to the same limitation, qualification or exception as if such assumption, limitation, qualification or exception were expressly stated herein.

C. Scope of Examinations

In connection with the opinions expressed in this letter we have considered the questions of law and examined the public and corporate records, certificates and other documents and conducted the other examinations that we have considered necessary.

D. Assumptions and Reliances

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies.

In expressing the opinion in paragraph E.1 below, we have relied solely upon a certificate of status for Total Capital Canada Ltd. dated May 15, 2007 and issued by the Alberta Registrar of Corporations and we have assumed that the matters set out in the certificate have not changed from the date of the certificate until today.

In expressing the opinion in paragraph E.3 below, we have assumed the due incorporation and valid existence of Total S.A. and Total Capital under the laws of France, the due power and capacity of Total S.A. and Total Capital to execute, deliver and perform their respective obligations under their respective Notes and that each Note issued by Total S.A. or Total Capital has been duly and validly authorized and will be duly executed by such Company.

In expressing the opinion in paragraph E.4 below, we have assumed that: (i) there has been no cease trade order or similar order made by a court or regulatory authority having jurisdiction preventing trades in any of the Companies' securities, (ii) none of the Companies is a "market intermediary" as such term is defined in the Securities Act (Ontario) and the Securities Act (Newfoundland and Labrador); (iii) none of the Companies is a registrant under The Securities Act (Manitoba) holding a restricted registration pursuant to which it is not entitled to trade in the Notes; (iv) other than the Information Memorandum and the financial statements contemplated therein, no disclosure document has been delivered to purchasers in the Province of Nova Scotia; and (v) the Notes are not convertible or exchangeable into or accompanied by any right to purchase another security. No opinion is expressed with respect to the Guarantee.

E. Opinions

On the basis of the foregoing and subject to the qualifications hereinafter expressed, we are of the opinion that, as of the date hereof:

1. Total Capital Canada Ltd. is a corporation existing under the laws of Alberta.

2. Total Capital Canada Ltd. has the corporate power and capacity to borrow money by the issue and sale of the Notes, and all necessary corporate action has been taken by Total Capital Canada Ltd. to authorize the issue and sale of the Notes and the borrowing of money thereby.

3. Each Note issued by a Company will constitute a valid and binding and unsecured obligation of such Company enforceable in accordance with its terms, if (i) it is issued by such Company in the

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applicable form included in the Information Memorandum in compliance with the conditions set forth therein and, in the case of Total Capital Canada Ltd., is executed by manual or facsimile signature by one officer of such Company, in the case of Total, is executed by the manual or facsimile signature by Robert Castaigne or Charles Paris de Bollardière on behalf of Total, and in the case of Total Capital, is executed by manual or facsimile signature by Charles Paris de Bollardière on behalf of Total Capital and (ii) if duly completed, issued and delivered on behalf of a Company by the Issuing Agent in accordance with the provisions of such Company's Note Issuance Agreement against full payment therefor.

4. Each of the Companies may, either directly or through agents, provided that such agents must be registered in an appropriate category pursuant to applicable securities legislation that would permit them to effect, or otherwise be exempt from registration in respect of, distributions or trades in such Notes, offer and sell the Notes to be issued by such Company in each of the provinces of Canada without registration pursuant to the dealer registration requirements under applicable securities legislation in Canada by the Company that offers and sells such Notes and without filing any prospectus or other documents with applicable securities regulatory authorities in Canada, except, in the case of the Province of Québec, for the filing of the Information Memorandum and any other disclosure document delivered to purchasers of the Notes with the Autorité des marchés financiers, provided that the Notes have a credit rating from one of the following rating agencies set out below that is at or above the category indicated below or a category that replaces such category (an "approved credit rating"):

Rating Agency Rating

Dominion Bond Rating Service Limited R-1 (low) Fitch Ratings F1 Moody's Investors Service P-1 Standard & Poor's A-1 (Low)

and (i) there has been no announcement by the rating agency referred to above of which a Company is or reasonably should be aware that the rating of the Notes has been or may be downgraded to a rating category that would not be an approved credit rating; and (ii) none of the rating agencies referred to above has rated the Notes in a rating category that is not an approved credit rating.

5. The French language texts of the Information Memorandum (excluding for greater certainty any financial statements of the Guarantor that may be delivered to prospective purchasers with the Information Memorandum) and the bilingual forms of Notes (in the English and French languages) are, in all material respects, complete and proper translations of the respective English texts thereof. All laws of the Province of Québec relating to the use of the French language will have been complied with in connection with the offer and sale of the Notes provided that (i) purchasers of the Notes in certificated form receive the Notes in bilingual form; and (ii) prospective purchasers of the Notes have received copies of the English and French language versions of the Information Memorandum delivered at the same time or copies of the French language version thereof.

F. Qualifications

The opinion expressed in paragraph E.3 above is subject to the qualifications that:

(a) Bankruptcy - enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors' rights generally;

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(b) Equitable Principles - enforceability may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction;

(c) Currency Act (Canada) - to the extent that the Notes are payable in currencies other than lawful money of Canada, the Currency Act (Canada) provides that a court in Canada may grant monetary judgments only in lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and

(d) Interest Rate – notwithstanding any provision of the Notes, the rate at which interest is payable in respect of any obligation contained in the Notes may be limited by the Interest Act (Canada), Section 347 of the Criminal Code (Canada), the Judgment Interest Act (Alberta), the Court Order Interest Act (British Columbia) or similar applicable provincial legislation to a rate which is less than the rate stipulated in the Notes.

The opinions in this letter are given solely for the benefit of the addressees in connection with the transactions referred to and may not, in whole or in part, be relied upon by, or shown or distributed to, any other person. Since the opinions in this letter are given as at the date hereof, reliance on such opinions as to the Notes issued after the date of this opinion letter must be on the assumption that there has been no change in the law or in the facts on which the opinions are based.

Yours very truly,

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21

RBC Dominion Securities Inc. PO Box 50, South Tower Royal Bank Plaza 200 Bay Street Toronto, Ontario M5J 2W7 (as Dealer); and Royal Bank of Canada Global Banking Service Centre 20 King Street West, 7th Floor Toronto, Ontario M5J 1C4 (as Issuing and Paying Agent)

May 15, 2007

Re: Issuance of Short - Term Promissory Notes

Ladies and Gentlemen,

I am General Counsel of Total S.A. ("Total") and have acted in such capacity as internal group counsel to Total and Total Capital ("Total Capital"), each of which is a société anonyme incorporated under the laws of France (collectively Total, Total Capital and Total Capital Canada Ltd. ("Total Capital Canada"), a corporation incorporated under the laws of Alberta, are referred to herein as the "Companies"), and render this opinion in connection with the proposed issue and sale by the Companies, from time to time, in Canada of negotiable short-term promissory notes (the "Notes") in a maximum aggregate principal amount at any one time outstanding by all of the Companies of $2,000,000,000 in Canadian currency or the equivalent in U.S. currency at the time of issue. The Notes issued by Total Capital or Total Capital Canada will be guaranteed by Total, pursuant to the unconditional and irrevocable guarantee (the "Guarantee") provided by Total.

In my capacity as General Counsel, I have examined, or have caused lawyers acting under my general supervision to examine, an executed copy of the following documents:

1. the Information Memorandum of the Companies dated the date of this opinion (the "Information Memorandum");

2. the specimen forms of Notes and the Guarantee reproduced in the Information Memorandum;

TOTAL S.A. Société Anonyme au capital de 5 981 907 382,50 euros Siège social : 2 place de La Coupole - La Défense 6 - 92400 Courbevoie - France 542 051 180 RCS Nanterre

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3. each note issuance service agreement (individually a "Note Issuance Agreement" and collectively the "Note Issuance Agreements") each dated April 18, 2007 and entered into between Royal Bank of Canada (the "Issuing Agent") and Total or, as the case may be, Total Capital, providing among other things, for the completion, issuance and delivery and payment of Notes by the Issuing Agent on behalf of the relevant Company;

4. a certified copy of Total's and Total Capital's constitutive documents;

5. Extrait K-bis dated 14 March, 2007 issued by the Registre du Commerce et des Sociétés of Nanterre relating to Total and Extrait K-bis dated 27 March, 2007 issued by the Registre du Commerce et des Sociétés of Nanterre relating to Total Capital;

6. A copy of the powers delegated to Robert Castaigne in his capacity as financial director of Total by Christophe de Margerie (Directeur Général of Total) as of 13 February 2007 to sign, inter alia, all documents relating to the financing of Total and a copy of a power of attorney dated 14 February 2007 from Robert Castaigne (directeur financier), sub-delegating to Charles Paris de Bollardière (trésorier) such powers;

7. A copy of a resolution of the Conseil d'Adminstration of Total dated 13 February 2007 authorising the Directeur Général of Total to issue guarantees on behalf of Total up to a maximum amount equal to € 50 billion and in which the Directeur Général in turn delegated his authority to grant guarantees to Robert Castaigne (directeur financier), Patrick de la Chevardière (directeur financier adjoint) or Charles Paris de Bollardière (trésorier); such authority will expire on 13 February 2008;

8. A copy of a resolution of the Conseil d'Adminstration of Total dated 14 February 2007 appointing Christophe de Margerie as Directeur Général; and

9. A copy of a resolution of the Conseil d'Adminstration of Total Capital dated 6 May 2002 confirming Charles Paris de Bollardière as Président Directeur Général.

As to any matters of fact material to the opinions expressed herein, I have relied solely upon certificates and statements of officers and other representatives of the Companies, as well as originals, or copies certified or otherwise identified to my satisfaction, of such other records and documents as I have deemed necessary as a basis for the opinions expressed below.

I am rendering this opinion solely on the basis and upon matters of French law.

For the purposes of rendering this opinion, I have assumed with your permission the following:

(a) The genuineness of all signatures, stamps and seals on the documents submitted to us as originals are authentic, and the documents submitted to us as certified or reproduction copies conform to the originals;

(b) The due authorization, execution and delivery of the relevant agreement by the parties thereto (other than Total and/or, as the case may be, Total Capital);

(c) The Notes issued by Total and Total Capital are, and will upon their execution, completion and delivery be, legal, valid and binding and enforceable against Total or Total Capital, as applicable, in accordance with their respective terms under the laws of Alberta by which they are expressed to be governed, and, furthermore, that the Notes as executed will conform respectively to the form and the copy thereof examined by me or the in-house counsel acting under my general supervision.

I express no opinion as to any agreement, instrument or other document other than as specified in this letter and as to any matters involving the laws of any jurisdiction other than the laws of the Republic of France. To the extent

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23

that the opinions herein involve the laws of the Province of Alberta or the federal laws of Canada, I have relied without independent investigation on the opinion of Bennett Jones LLP, Canadian counsel to Total, Total Capital and Total Capital Canada, dated as of even date herewith.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, exemptions, qualifications and limitations set forth herein, it is my opinion that:

1. Each of Total and Total Capital is a société anonyme duly incorporated and validly existing under the laws of the Republic of France;

2. Each of Total and Total Capital has the corporate power, capacity and authority to execute, issue and perform its respective obligations under the Notes to be issued by it. Total has the corporate power, capacity and authority to execute and perform its obligations under the Guarantee. Each of Total and Total Capital has taken all necessary corporate action to authorize the execution and delivery by Total or Total Capital, as the case may be, of the Notes to be issued by it and, in the case of Total, the Guarantee;

3. Each Note issued by Total and Total Capital will constitute a valid and binding unsecured obligation of Total or Total Capital, as applicable, enforceable in accordance with its terms, if (i) it is issued by Total or Total Capital, as applicable, in the applicable form included in the Information Memorandum in compliance with the conditions set forth therein and is executed by manual or facsimile signature by Robert Castaigne or Charles Paris de Bollardière on behalf of Total, or by Charles Paris de Bollardière on behalf of Total Capital, as applicable, and (ii) if duly completed, issued and delivered on behalf of Total or Total Capital, as applicable, by the Issuing Agent in accordance with the provisions of the applicable Note Issuance Agreement against full payment therefor;

4. With respect to the Notes issued by Total Capital as provided in paragraph 3 and the Notes issued by Total Capital Canada, the Guarantee, in the form set forth in the specimen Notes of Total Capital and Total Capital Canada included in the Information Memorandum, will constitute a valid and binding obligation of Total, as guarantor, enforceable in accordance with its terms when such Notes are duly executed by Total, as guarantor;

5. No authorization, filing, approval, consent, order, registration or qualification of or with any court or any governmental or regulatory authorities of the Republic of France is required under the laws of the Republic of France to be obtained or made by Total or Total Capital in connection with (i) the issuance of the Notes by Total and Total Capital and the issuance by Total of the Guarantee, in each case in accordance with the applicable Note Issuance Agreement, or (ii) the performance by Total and Total Capital of their respective obligations thereunder except that the admissibility in evidence of any Note Issuance Agreement, the Guarantee or the Notes in the French Courts is subject to the production of a translation thereof into French by an officially sworn translator;

6. The choice of Alberta law to govern the Notes is, under the laws of the Republic of France, a valid, effective and irrevocable choice of law and is valid and binding upon Total and Total Capital provided that the relevant content of Alberta law is duly proven and not held to be contrary to French Ordre Public International;

7. Any final and conclusive judgment for a definite sum of money obtained for the recovery of amounts due and unpaid on the Notes in any court of competent jurisdiction in Alberta would be enforceable in the Republic of France against Total and Total Capital in accordance with the rules of French private international law;

8. The submission by Total in the Guarantee to the jurisdiction of the courts of Nanterre (France) is binding on Total; and

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9. On the basis of French domestic tax law, and assuming all holders of the Notes are non-residents of France, each of Total and Total Capital is permitted to make all payments under their respective Notes and (in the case of Total) the Guarantee, free and clear of and without deduction or withholding for or on account of, any income, stamp or other taxes, levies, imposts, duties, fees or similar governmental charges imposed by France or any political subdivision thereof. The Notes issued by Total and Total Capital and the Guarantee are not subject to any stamp or documentary tax or other similar charge imposed by any French governmental agency having jurisdiction over Total or Total Capital, including, but not limited to, any registration or stamp tax of the Republic of France or any political subdivision or taxing authority thereof or therein in connection with the execution, issuance, delivery, performance, enforcement or introduction into evidence in a Court of the Republic of France of any such Note or the Guarantee.

The opinions set out in this letter with regard to the binding nature and enforceability of the obligations of Total and Total Capital in respect of the Notes issued by them and the Guarantee should be read subject to the following:

(a) Bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally;

(b) I express no opinion as to the availability under French law of remedies other than those culminating in a judgment for the payment of money;

(c) French courts have discretion to decrease the amount of damages, indemnities or penalties provided for in agreements to the extent they would deem them manifestly excessive; and

(d) The authority to grant guarantees pursuant to the directors' resolutions of Total referred to in paragraph 7 on page 2 hereof expires on February 13, 2008, subject to any renewal or extension of such authority that may be approved by the directors of Total from time to time.

The opinions expressed herein are solely for your benefit in connection with the transactions contemplated by the Notes and the Guarantee and, except as expressly provided herein, may not be relied upon by any other person, may not be used by you in any other context and may not be published or otherwise communicated by you to any other person without our specific prior written consent in each case.

A copy of this opinion may be delivered to Bennett Jones LLP, which may rely upon this opinion as if it were addressed to it, subject to the immediately preceding paragraph. Copies of this opinion may also be included in a bible of documents prepared in connection with the issue of the Notes. Since the opinions in this letter are given as at the date hereof, reliance on such opinions as to the Notes issued after the date of this opinion letter must be on the assumption that there has been no change in the law or in the facts on which the opinions are based.

Very truly yours,

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E-1754-DBNA / 1st proof / January 31, 2007

TOTAL S.A.

DISCOUNT / INTEREST BEARING NOTE / BILLET À ESCOMPTE / BILLET PORTANT INTÉRÊT

Issue Date Due DateDate d’émission Date d’échéance

This is a depository note subject to the Depository Bills and Notes Act (Canada).Billet de dépôt assujetti à la Loi sur les lettres et billets de dépôt (Canada).

Total S.A., for value received / pour valeur reçue,

hereby promises to pay to CDS & Co.s’engage par les présentes à payer à CDS & Co.

on the Due Date the sum of dollarsà la date d’échéance la somme de dollars

Per / Par :

Charles Paris de BollardièreTreasurerTrésorier

TOTAL S.A.

0 0 0 0 0No.

SPECIMEN

in lawful money of with, in the case of an interest bearing Note, interest thereon atthe rate of per cent ( %)per annum, from the Issue Date hereof to the Due Date,upon due presentation and surrender of this Note. If nointerest rate is specified, this Note is being issued at adiscount.

The aforesaid interest rate is calculated on the basis of ayear of 365 days if the Note is denominated in Canadiandollars, and on the basis of a year of 360 days if the note isdenominated in United States dollars.

Wherever a rate of interest hereunder is calculated on thebasis of a year (the “deemed year”) which contains fewerdays than the actual number of days in the calendar year ofcalculation, such rate of interest shall be expressed as ayearly rate for the purposes of the Interest Act (Canada) bymultiplying such rate of interest by the actual number ofdays in the calendar year of calculation and dividing it by thenumber of days in the deemed year.

This Note shall be governed by and construed inaccordance with the laws of Alberta.

en monnaie légale du/des avec,dans le cas d’un billet portant intérêt, intérêt sur la sommeprécitée au taux de pour cent ( %) par année, à compter de la date d’émissionde ce billet jusqu’à sa date d’échéance, sur présentation etremise du présent billet. Si aucun taux d’intérêt n’estprécisé, le présent billet est émis à escompte.

Le taux d’intérêt susdit est calculé sur la base d’une annéede 365 jours si le billet est libellé en dollars canadiens, eten fonction d’une année de 360 jours si le billet est libelléen dollars américains.

Lorsqu’un taux d’intérêt aux termes des présentes estcalculé en fonction d’une année (l’ “année réputée”) quicomprend moins de jours que le nombre réel de jours del’année civile du calcul, ce taux d’intérêt est exprimé en tantque taux annuel aux fins de la Loi sur l’intérêt (Canada) enmultipliant ce taux d’intérêt par le nombre réel de jours del’année civile du calcul et en le divisant par le nombre dejours de l’année réputée.

Le présent billet est régi par les lois de l’Alberta et estinterprété conformément à ces lois.

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E-1754-DBNA / 1st proof / January 31, 2007

TOTAL CAPITAL CANADA LTD.

DISCOUNT / INTEREST BEARING NOTE / BILLET À ESCOMPTE / BILLET PORTANT INTÉRÊT

Issue Date Due DateDate d’émission Date d’échéance

This is a depository note subject to the Depository Bills and Notes Act (Canada).Billet de dépôt assujetti à la Loi sur les lettres et billets de dépôt (Canada).

Total Capital Canada Ltd., for value received / pour valeur reçue,

hereby promises to pay to CDS & Co.s’engage par les présentes à payer à CDS & Co.

on the Due Date the sum of dollarsà la date d’échéance la somme de dollars

TOTAL CAPITAL CANADA LTD.

0 0 0 0 0No.

Per / Par :

Charles Paris de BollardièrePresidentPrésident

SPECIMENin lawful money of with, in the case of an interest bearing Note, interest thereon atthe rate of per cent ( %)per annum, from the Issue Date hereof to the Due Date,upon due presentation and surrender of this Note. If nointerest rate is specified, this Note is being issued at adiscount.

The aforesaid interest rate is calculated on the basis of ayear of 365 days if the Note is denominated in Canadiandollars, and on the basis of a year of 360 days if the note isdenominated in United States dollars.

Wherever a rate of interest hereunder is calculated on thebasis of a year (the “deemed year”) which contains fewerdays than the actual number of days in the calendar year ofcalculation, such rate of interest shall be expressed as ayearly rate for the purposes of the Interest Act (Canada) bymultiplying such rate of interest by the actual number ofdays in the calendar year of calculation and dividing it by thenumber of days in the deemed year.

This Note shall be governed by and construed inaccordance with the laws of Alberta.

en monnaie légale du/des avec,dans le cas d’un billet portant intérêt, intérêt sur la sommeprécitée au taux de pour cent ( %) par année, à compter de la date d’émissionde ce billet jusqu’à sa date d’échéance, sur présentation etremise du présent billet. Si aucun taux d’intérêt n’estprécisé, le présent billet est émis à escompte.

Le taux d’intérêt susdit est calculé sur la base d’une annéede 365 jours si le billet est libellé en dollars canadiens, eten fonction d’une année de 360 jours si le billet est libelléen dollars américains.

Lorsqu’un taux d’intérêt aux termes des présentes estcalculé en fonction d’une année (l’ “année réputée”) quicomprend moins de jours que le nombre réel de jours del’année civile du calcul, ce taux d’intérêt est exprimé en tantque taux annuel aux fins de la Loi sur l’intérêt (Canada) enmultipliant ce taux d’intérêt par le nombre réel de jours del’année civile du calcul et en le divisant par le nombre dejours de l’année réputée.

Le présent billet est régi par les lois de l’Alberta et estinterprété conformément à ces lois.

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By: / Par :

Charles Paris de BollardièreTreasurerTrésorier

TOTAL S.A.

SPECIMEN

GUARANTEE

FOR VALUE RECEIVED, TOTAL S.A., a corporationorganized under the laws of France (herein called the“Guarantor”), hereby unconditionally and irrevocablyguarantees payment of the within Note (herein called the“Note”) when and as the same shall become due andpayable without any requirement that the holder firstproceed against Total Capital Canada Ltd.

The Guarantor waives notice of acceptance of thisGuarantee and notice of non-payment of the Note. Theunconditional obligation of the Guarantor hereunder will notbe affected, impaired or released by any extension of timefor the payment of the Note or by any other matter or thingwhatsoever which would release a guarantor.

Corporate action has been duly taken to authorize executionof this Guarantee.

This Guarantee shall be governed by and construed inaccordance with the laws of France. The undersignedhereby attorns and submits to the exclusive jurisdiction ofthe Courts of Nanterre, France with regard to legalproceedings relating to this Guarantee.

The date of this Guarantee is the date of the Note.

GARANTIE

CONTRE VALEUR REÇUE, TOTAL S.A., sociétéconstituée en vertu des lois de la France (ci-aprèsappelée le « garant »), garantit par les présentesinconditionnellement et irrévocablement le paiement duprésent billet lorsqu’il devient dû et exigible, sans que leporteur n’ait à en faire la demande auparavant auprès deTotal Capital Canada Ltd.

Le garant renonce à l’avis d’acceptation de la présentegarantie et à l’avis de non-paiement du billet. L’obligationinconditionnelle du garant aux termes des présentesne sera pas touchée, compromise ou libérée par laprolongation du délai de paiement du billet ou par quelqueautre chose ou question que ce soit qui pourrait libérer ungarant.

Une mesure a été dûment prise pour autoriser la signaturede la présente garantie.

La présente garantie est régie par les lois de la Franceet interprétée conformément à celles-ci. Le soussignéreconnaît par les présentes la compétence exclusive destribunaux de Nanterre, en France et s’y soumet en ce qui atrait aux instances judiciaires touchant la présente garantie.

La date de la présente garantie est la date du billet.

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E-1754-DBNA / 1st proof / January 31, 2007

TOTAL CAPITAL

DISCOUNT / INTEREST BEARING NOTE / BILLET À ESCOMPTE / BILLET PORTANT INTÉRÊT

Issue Date Due DateDate d’émission Date d’échéance

This is a depository note subject to the Depository Bills and Notes Act (Canada).Billet de dépôt assujetti à la Loi sur les lettres et billets de dépôt (Canada).

Total Capital, for value received / pour valeur reçue,

hereby promises to pay to CDS & Co.s’engage par les présentes à payer à CDS & Co.

on the Due Date the sum of dollarsà la date d’échéance la somme de dollars

0 0 0 0 0

Per / Par :

Charles Paris de BollardièreChief Executive Officer

Président Directeur Général

TOTAL CAPITAL

No.

SPECIMEN

in lawful money of with, in the case of an interest bearing Note, interest thereon atthe rate of per cent ( %)per annum, from the Issue Date hereof to the Due Date,upon due presentation and surrender of this Note. If nointerest rate is specified, this Note is being issued at adiscount.

The aforesaid interest rate is calculated on the basis of ayear of 365 days if the Note is denominated in Canadiandollars, and on the basis of a year of 360 days if the note isdenominated in United States dollars.

Wherever a rate of interest hereunder is calculated on thebasis of a year (the “deemed year”) which contains fewerdays than the actual number of days in the calendar year ofcalculation, such rate of interest shall be expressed as ayearly rate for the purposes of the Interest Act (Canada) bymultiplying such rate of interest by the actual number ofdays in the calendar year of calculation and dividing it by thenumber of days in the deemed year.

This Note shall be governed by and construed inaccordance with the laws of Alberta.

en monnaie légale du/des avec,dans le cas d’un billet portant intérêt, intérêt sur la sommeprécitée au taux de pour cent ( %) par année, à compter de la date d’émissionde ce billet jusqu’à sa date d’échéance, sur présentation etremise du présent billet. Si aucun taux d’intérêt n’estprécisé, le présent billet est émis à escompte.

Le taux d’intérêt susdit est calculé sur la base d’une annéede 365 jours si le billet est libellé en dollars canadiens, eten fonction d’une année de 360 jours si le billet est libelléen dollars américains.

Lorsqu’un taux d’intérêt aux termes des présentes estcalculé en fonction d’une année (l’ “année réputée”) quicomprend moins de jours que le nombre réel de jours del’année civile du calcul, ce taux d’intérêt est exprimé en tantque taux annuel aux fins de la Loi sur l’intérêt (Canada) enmultipliant ce taux d’intérêt par le nombre réel de jours del’année civile du calcul et en le divisant par le nombre dejours de l’année réputée.

Le présent billet est régi par les lois de l’Alberta et estinterprété conformément à ces lois.

Page 29: Information Memorandum 2 - TD SecuritiesTOTAL S.A. This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short-Term Promissory Notes

E-1754-DBNA / 1st proof / January 31, 2007

By: / Par :

Charles Paris de BollardièreTreasurerTrésorier

TOTAL S.A.

SPECIMEN

GUARANTEE

FOR VALUE RECEIVED, TOTAL S.A., a corporationorganized under the laws of France (herein called the“Guarantor”), hereby unconditionally and irrevocablyguarantees payment of the within Note (herein called the“Note”) when and as the same shall become due andpayable without any requirement that the holder firstproceed against Total Capital.

The Guarantor waives notice of acceptance of thisGuarantee and notice of non-payment of the Note. Theunconditional obligation of the Guarantor hereunder will notbe affected, impaired or released by any extension of timefor the payment of the Note or by any other matter or thingwhatsoever which would release a guarantor.

Corporate action has been duly taken to authorize executionof this Guarantee.

This Guarantee shall be governed by and construed inaccordance with the laws of France. The undersignedhereby attorns and submits to the exclusive jurisdiction ofthe Courts of Nanterre, France with regard to legalproceedings relating to this Guarantee.

The date of this Guarantee is the date of the Note.

GARANTIE

CONTRE VALEUR REÇUE, TOTAL S.A., sociétéconstituée en vertu des lois de la France (ci-aprèsappelée le « garant »), garantit par les présentesinconditionnellement et irrévocablement le paiement duprésent billet lorsqu’il devient dû et exigible, sans que leporteur n’ait à en faire la demande auparavant auprès deTotal Capital.

Le garant renonce à l’avis d’acceptation de la présentegarantie et à l’avis de non-paiement du billet. L’obligationinconditionnelle du garant aux termes des présentesne sera pas touchée, compromise ou libérée par laprolongation du délai de paiement du billet ou par quelqueautre chose ou question que ce soit qui pourrait libérer ungarant.

Une mesure a été dûment prise pour autoriser la signaturede la présente garantie.

La présente garantie est régie par les lois de la Franceet interprétée conformément à celles-ci. Le soussignéreconnaît par les présentes la compétence exclusive destribunaux de Nanterre, en France et s’y soumet en ce qui atrait aux instances judiciaires touchant la présente garantie.

La date de la présente garantie est la date du billet.


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