TOTAL S.A., TOTAL CAPITAL, TOTAL CAPITAL CANADA LTD - Total.com

 
FIFTH SUPPLEMENT DATED 26 MARCH 2020 TO THE DEBT ISSUANCE PROGRAMME PROSPECTUS
                                   DATED 20 MAY 2019

                                                  TOTAL S.A.,
                                               TOTAL CAPITAL,
                                        TOTAL CAPITAL CANADA LTD.
                                                       and
                                      TOTAL CAPITAL INTERNATIONAL
                                                 €40,000,000,000
                                       Euro Medium Term Note Programme
                                 Due from seven days from the date of original issue
This supplement (the “Fifth Supplement”) is supplemental to, and should be read in conjunction with, the Debt Issuance
Programme Prospectus dated 20 May 2019 (the “Prospectus”), the first supplement thereto dated 13 August 2019 (the
“First Supplement”), the second supplement thereto dated 1 October 2019 (the “Second Supplement”), the third
supplement thereto dated 26 November 2019 (the “Third Supplement”) and the fourth supplement thereto dated 24
February 2020 (the “Fourth Supplement”) (together, the “Debt Issuance Programme Prospectus”), which has been
prepared by Total S.A., Total Capital, Total Capital International and Total Capital Canada Ltd. (the “Issuer” or “Issuers”,
as the case may be) in relation to the €40,000,000,000 Euro Medium Term Note Programme (the “Programme”). The
Debt Issuance Programme Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC,
as amended or superseded (the “Prospectus Directive”). The Autorité des marchés financiers (the “AMF”) granted the
Debt Issuance Programme Prospectus visa no. 19-215 on 20 May 2019, the First Supplement visa no. 19-404 on 13 August
2019, the Second Supplement visa no. 19-467 on 1 October 2019, the Third Supplement visa no. 19-544 on 26 November
2019 and the Fourth Supplement visa no. 20-054 on 24 February 2020.
Application has been made for approval of this Fifth Supplement to the AMF in its capacity as competent authority in
France pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive in France. Unless
the context otherwise requires, terms defined in the Debt Issuance Programme Prospectus shall have the same meaning
when used in this Fifth Supplement.
To the extent that there is any inconsistency between (a) any statement in this Fifth Supplement or any statement
incorporated by reference into this Fifth Supplement and (b) any statement in, or incorporated by reference in, the Debt
Issuance Programme Prospectus, the statements referred to in (a) above will prevail.
This Fifth Supplement constitutes a supplement to the Debt Issuance Programme Prospectus for the purposes of Article 16
of the Prospectus Directive and has been prepared in accordance with Article 16(1) of the Prospectus Directive and Article
212-25 of the AMF’s Règlement Général for the purpose of, inter alia:
     (a)     incorporating by reference the English language translation of the 2019 universal registration document for
             Total - filed in its original French language version under reference D.20-0148 on 20 March 2020 which
             includes the audited consolidated annual financial statements and audit report for the financial year ended 31
             December 2019 of Total;
     (b)     updating the “Summary” section in English, the “Résumé en français” section in French and the section
             entitled “Description of Total” of the Debt Issuance Programme Prospectus to reflect such updated financial
             information;
     (c)     updating the section entitled Risk Factors of the Debt Issuance Programme Prospectus;
     (d)     updating the section entitled Recent Development of the Debt Issuance Programme Prospectus; and
     (e)     updating the section entitled General Information of the Debt Issuance Programme Prospectus.
Copies of this Fifth Supplement (a) may be obtained, free of charge, at the registered office of Total during normal business
hours, (b) will be available on the website of Total (www.total.com), (c) will be available on the website of the AMF
(www.amf-france.org) and (d) will be available for collection free of charge on any weekday (Saturdays, Sundays and
public holidays excepted) at the specified offices of the Fiscal Agent and each Paying Agent during normal business hours
so long as any of the Notes are outstanding.
In relation to any offer of Notes to the public, and provided that the conditions of Article 16(2) of the Prospectus Directive
are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before
this Fifth Supplement is published have the right, according to Article 16(2) of the Prospectus Directive, to withdraw their
acceptances within a time limit of two (2) working days after the publication of this Fifth Supplement, i.e. until 30 March
2020.

EU-DOCS\27897016.7
TABLE OF CONTENTS

                                                                                                                                                  Page
SUMMARY ............................................................................................................................................... 3

RÉSUMÉ EN FRANÇAIS ........................................................................................................................ 7

RISK FACTORS..................................................................................................................................... 11

DOCUMENTS INCORPORATED BY REFERENCE....................................................................... 14

DESCRIPTION OF TOTAL ................................................................................................................. 21

RECENT DEVELOPMENTS ............................................................................................................... 22

GENERAL INFORMATION ................................................................................................................ 23

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIFTH
     SUPPLEMENT .......................................................................................................................... 24

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SUMMARY

The first paragraph of the section entitled “A description of any known trends affecting the Issuer and the industries
in which it operates” in part B.4b of the Summary on page 9 of the Debt Issuance Programme Prospectus is hereby
deleted and replaced in its entirety with the following:

    B.4b      A description of
                                       The financial performance of Total is sensitive to a number of factors, the most
              any known
                                       significant being crude oil and natural gas prices, refining margins and exchange
              trends
                                       rates, in particular that of the U.S. dollar versus the euro.
              affecting the
              Issuer and the           The environment remains volatile, given the uncertainty about hydrocarbon demand
              industries in            related to the outlook for global economic growth and a context of geopolitical
              which it                 instability.
              operates
                                       The COVID-19 epidemic that began in December 2019, in China, has been
                                       impacting demand since the beginning of the first quarter 2020 and has caused oil
                                       prices to fall significantly.
                                       In this context of oversupply, the decision on March 6, 2020 by OPEC and Russia to
                                       cease their cooperation on the markets caused crude oil prices to fall sharply, by
                                       around 30%.
                                       A decrease in the average sales price of liquids of $10 per barrel results over a quarter
                                       in a decrease of the Group’s adjusted net operating income of approximately $725
                                       million and a decrease of the Group’s cash flow from operating activities of
                                       approximately $825 million.
                                       Due to the nature of its business, the Group’s activities remain subject to the usual
                                       market trends and risk (sensitivity to the environmental parameters of the oil and
                                       financial markets), industrial and environmental risks related to its operations, and to
                                       political or geopolitical risks stemming from the global presence of most of its
                                       activities.

The first paragraph of the section entitled “Description of the Issuer’s Group and the Issuer’s position within the
Group” in part B.5 of the Summary on page 9 of the Debt Issuance Programme Prospectus is hereby deleted and
replaced in its entirety with the following:

    B.5       Description of
                                       Total
              the Issuer’s
              Group and the            Total is the fourth largest publicly-traded integrated international oil and gas
              Issuer’s position        company in the world1 and has a number of international subsidiaries, which together
              within the               form the Total group (the “Total Group” or the “Group”).
              Group

The first paragraph of the section entitled “Qualifications in the auditors’ report” in part B.10 of the Summary on
page 10 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:

    B.10      Qualifications           There were no qualifications in the audit reports on the consolidated financial
              in the auditors'         statements for Total for the financial years ended 31 December 2018 and 31
              report                   December 2019.

1
    Based on market capitalization (in U.S. dollars) as of 31 December 2019.

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The information regarding Total in the section entitled “Selected financial information/no material adverse change
and no significant change statements” in part B.12 of the Summary on pages 10 to 12 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced in its entirety with the following:

 B.12     Selected            Total
          financial
          information/no      The following table shows Total’s key figures relating to the income statement and
          material            balance sheet (consolidated figures) as at, and for the years ended, 31 December 2019
          adverse change      and 31 December 2018.
          and no
          significant                                                                          As at/for                     As at/for
          change                                                                            the year ended                the year ended
          statements                                                                      31 December 2019              31 December 2018
                                                                                               (audited)                     (audited)

                                                                                      In millions of U.S. dollars   In millions of U.S. dollars

                               Total Assets .......................................            273,294                       256,762

                               Net Income for the period..................                      11,438                       11,550

                               Share Capital .....................................              8,123                         8,227

                              There has been no significant change in the financial or trading position of Total
                              since 31 December 2019 and no material adverse change in the prospects of Total
                              since 31 December 2019.

The section entitled “Recent material events particular to the Issuer’s solvency” in part B.13 of the Summary on page
12 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:

 B.13     Recent material      There have been no recent events that are materially relevant to the evaluation of the
          events               solvency of Total since 31 December 2019.
          particular to the
          Issuer’s solvency    There have been no recent events that are materially relevant to the evaluation of the
                               solvency of Total Capital since 31 December 2019.

                               There have been no recent events that are materially relevant to the evaluation of the
                               solvency of Total Capital Canada since 31 December 2019.

                               There have been no recent events that are materially relevant to the evaluation of the
                               solvency of Total Capital International since 31 December 2019.

The first paragraph in the section entitled “Principal activities of the Issuer” in part B.15 of the Summary on page 12
and 13 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the following:
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B.15    Principal           Total
            activities of the
            Issuer              Together with its subsidiaries and affiliates, Total is the fourth largest publicly-
                                traded integrated international oil and gas company in the world2.

The section entitled “Key information on the key risks that are specific to the Issuer or its industry” in part D.2 of
the Summary on pages 21 to 23 of the Debt Issuance Programme Prospectus is hereby supplemented with the
following:

    D.2     Key information     There are certain factors that may affect the Issuers’ ability to fulfil their obligations
            on the key risks    under Notes issued under the Programme. These risk factors are related to the
            that are specific   operations, industry and the structure of the Total Group in general and accordingly
            to the Issuer or    by definition apply to all the Issuers and, where applicable, to the Guarantor.
            its industry
                                The Total Group conducts its activities in an ever-changing environment. It is
                                exposed to risks that, if they were to occur, could have a material adverse effect on
                                its business, financial condition, reputation, outlook, the Total share price or the
                                Issuers’ ability to fulfil their obligations under Notes issued under the Programme.
                                These risk factors include, without limitation:

                                Market environment parameters:

                                    •    Sensitivity of results to oil and gas prices, refining margins, exchange rates
                                         and interest rates;

                                Climate challenges:

                                    •    Deployment of the energy transition;

                                    •    Development of oil and gas reserves;

                                    •    Operating and financial risks relating to the effects of climate change;

                                    •    Reputational risk and management of talent;

                                Risk relating to external threats:

                                    •    Cybersecurity risks;

                                    •    Security risks;

                                Geopolitics and developments in the world:

                                    •    Protectionist measures affecting free trade;

                                    •    Deterioration of operating conditions;

                                    •    Developments in regulation;

                                Risks relating to operations:

2
    Based on market capitalization (in U.S. dollars) as of 31 December 2019.
                                                            5
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•   HSE (Health, safety and environment): risk of major accident or damage to
                            third parties and the environment;

                        •   Development of major projects;

                        •   Business ethics;

                        •   Integration of strategic acquisitions;

                        •   Partnership management;

                     Innovation:

                        •   Digital transformation; and

                        •   Technological or market developments.

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RÉSUMÉ EN FRANÇAIS

The first paragraph of the section entitled “Description de toutes les tendances connues touchant l’Emetteur ainsi
que les industries de son secteur” in part B.4b of the Résumé en français on page 32 of the Debt Issuance Programme
Prospectus is deleted and replaced in its entirety with the following:

     B.4b     Description de
                                  La performance financière de Total est sensible à un certain nombre de facteurs, le
              toutes
                                  plus significatif étant le prix du pétrole brut et du gaz naturel, les marges de raffinage
              les tendances
                                  et les taux de change, en particulier celui du U.S. dollar contre l’euro.
              connues
              touchant            L’environnement pétrolier reste volatil compte tenu d’une incertitude sur la demande
              l’Emetteur ainsi    d’hydrocarbures liée aux perspectives sur la croissance économique mondiale et d’un
              que les             contexte géopolitique instable.
              industries de
                                  L’épidémie du COVID-19 qui a démarré en décembre 2019 en Chine, impacte la
              son secteur
                                  demande depuis le début du 1er trimestre 2020 et a eu pour effet de faire chuter
                                  significativement les cours du pétrole.
                                  Dans ce contexte d’offre excédentaire, la décision de 6 mars 2020, de l’OPEP et de
                                  la Russie de cesser leur coopération sur les marchés a fait chuter brutalement les
                                  cours du pétrole brut, de l’ordre de 30%.
                                  Une baisse du prix moyen de ventes de liquides de 10 dollars par baril entraîne sur
                                  un trimestre une baisse du résultat opérationnel net ajusté du Groupe d’environ 725
                                  millions de dollars et une baisse du flux de trésorerie d’exploitation d’environ 825
                                  millions de dollars.
                                  Les activités du Groupe demeurent soumises aux risques et tendances habituels des
                                  marchés (sensibilité aux paramètres d’environnement des marches des hydrocarbures
                                  et des marches financiers), aux risques industriels, environnementaux en lien avec la
                                  nature même de ses activités, ainsi que notamment aux risques de nature politique ou
                                  géopolitique liés à sa présence mondiale dans la plupart de ses activités.

The first paragraph of the section entitled “Description du Groupe de l’Emetteur et de la position de l’Emetteur au
sein du Groupe” in part B.5 of the Résumé en français on page 32 of the Debt Issuance Programme Prospectus is
deleted and replaced in its entirety with the following:

     B.5      Description du
                                  Total
              Groupe de
              l’Emetteur et de    Total forme, avec l’ensemble des filiales internationales du groupe, le quatrième
              la position de      groupe intégré pétrolier et gazier coté dans le monde (le « Groupe Total »).3
              l’Emetteur au
              sein du Groupe

The first paragraph of the section entitled “Réserves contenues dans le rapport des Commissaires aux comptes” in
part B.10 of the Résumé en français on pages 32 to 33 of the Debt Issuance Programme Prospectus is hereby deleted
and replaced in its entirety with the following:

     B.10     Réserves            Les rapports des commissaires aux comptes sur les comptes consolidés de Total pour
              contenues dans      les exercices clos le 31 décembre 2018 et le 31 décembre 2019 ne contiennent aucune
              le rapport des      réserve.
              Commissaires
              aux comptes

3
    Selon le critère de la capitalisation boursière (en dollars U.S.) au 31 décembre 2019.

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The information regarding Total in the section entitled “Informations financières sélectionnées/absence de
détérioration significative et de changement significatif des états financiers” in part B.12 of the Résumé en français
on pages 33 to 35 of the Debt Issuance Programme Prospectus is hereby deleted and replaced in its entirety with the
following:

     B.12     Informations
                                  Total
              financières
              sélectionnées/ab    Le tableau suivant présente les informations financières sélectionnées relatives au
              sence de            compte de résultat et au bilan (chiffres consolidés) de Total aux, et pour les exercices
              détérioration       clos les 31 décembre 2019 et 2018.
              significative et
              de changement
              significatif des
              états financiers                                                                       Au/pour l’année    Au/pour l’année
                                                                                                      finissant le 31    finissant le 31
                                                                                                     décembre 2019      décembre 2018
                                                                                                         (audité)           (audité)

                                                                                                      en millions de     en millions de
                                                                                                       dollars U.S.       dollars U.S.

                                   Total du Bilan ................................................       273 294            256 762

                                   Résultat Net pour la période ..........................               11 438             11 550
                                   Capital Social ................................................        8 123              8 227

                                  Aucun changement significatif de la situation financière ou commerciale de Total
                                  n’est survenu depuis le 31 décembre 2019, ni aucune détérioration significative n’a
                                  affecté les perspectives de Total depuis le 31 décembre 2019.

The section entitled “Evénements récents propres à l’Emetteur présentant un intérêt significatif pour l’évaluation de
sa solvabilité” in part B.13 of the Résumé en français on page 35 of the Debt Issuance Programme Prospectus is
deleted and replaced in its entirety with the following:

     B.13     Evénements          Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
              récents propres     Total n’est intervenu depuis le 31 décembre 2019.
              à l’Emetteur
              présentant un       Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
              intérêt             Total Capital n’est intervenu depuis le 31 décembre 2019.
              significatif pour
              l’évaluation de     Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
              sa solvabilité      Total Capital Canada n’est intervenu depuis le 31 décembre 2019.

                                  Aucun fait marquant récent ayant une incidence sur l’évaluation de la solvabilité de
                                  Total Capital International n’est intervenu depuis le 31 décembre 2019.

The first paragraph in the section entitled “Principales activités de l’Emetteur” in part B.15 of the Résumé en français
on pages 35 and 36 of the Debt Issuance Programme Prospectus is deleted and replaced in its entirety with the
following:

     B.15     Principales         Total
              activités de
                                  Total forme, avec l’ensemble de ses filiales et affiliés, le quatrième groupe pétrolier
              l’Emetteur
                                  intégré international coté dans le monde4.

4
    Selon le critère de la capitalisation boursière (en dollars U.S.) au 31 décembre 2019.
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EU-DOCS\27897016.7
The section “Informations clés sur les principaux risques propres à l’Emetteur ou à son exploitation et son activité”
in part D.2 of the Résumé on pages 45 to 47 of the Debt Issuance Programme Prospectus is hereby supplemented
with the following:

  D.2      Informations         Certains facteurs peuvent affecter la capacité des Emetteurs à remplir les obligations
           clés sur les         que leur imposent les Titres émis dans le cadre du Programme. Ces facteurs de risque
           principaux           sont inhérents au Groupe, son activité, le marché dans lequel il opère et sa structure
           risques propres      de manière générale et s’appliquent à chacun des Emetteurs et, le cas échéant, au
           à l’Emetteur ou      Garant.
           à son
           exploitation et      Le Groupe conduit ses activités dans un environnement en constante évolution. Il est
           son activité         exposé à des risques qui, s’ils se matérialisaient, pourraient avoir un effet défavorable
                                significatif sur ses activités, sa situation financière, sa réputation, ses perspectives, la
                                valeur de l’action Total ou la capacité des Emetteurs à remplir les obligations que
                                leur imposent les Titres émis dans le cadre du Programme. Ces facteurs de risque
                                comprennent notamment :

                                Paramètres d’environnement :

                                    •    Sensibilité des résultats aux prix du pétrole et du gaz, marges de raffinage,
                                         taux de change et taux d’intérêt ;

                                Enjeux climatiques :

                                    •    Déploiement de la transition énergétique ;

                                    •    Développement des réserves de pétrole et de gaz ;

                                    •    Risques opérationnels et financiers liés aux effets du changement
                                         climatique ;

                                    •    Risque de réputation et gestion des talents ;

                                Risques liés aux menaces externes :

                                    •    Risques cybersécurité ;

                                    •    Risques sûreté ;

                                Géopolitique et évolution du monde :

                                    •    Mesures protectionnistes affectant le libre-échange ;

                                    •    Dégradation des conditions d’opération ;

                                    •    Évolution de la réglementation ;

                                Risques liés aux opérations :

                                    •    HSE (Hygiène, Sécurité et Environnement) : risque d’accident majeur ou
                                         d’atteinte aux tiers et à l’environnement ;

                                    •    Développement des projets majeurs ;

                                    •    Éthique des affaires ;

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EU-DOCS\27897016.7
•   Intégration des acquisitions stratégiques ;

                         •   Gestion des partenariats ;

                     Innovation :

                         •   Transformation digitale ; et

                         •   Évolution technologique ou de marché.

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EU-DOCS\27897016.7
RISK FACTORS

The paragraph entitled “Risk Factors relating to Total” in the Risk Factors section of the Debt Issuance Programme
Prospectus on page 53” is hereby supplemented with the following:

Risk Factors relating to Total

Please refer to pages 81 - 101 of the Total 2019 URD which is incorporated by reference in this Debt Issuance
Programme Prospectus.

There are certain factors that may affect the Issuers’ ability to fulfil their obligations under Notes issued under the
Programme. These risk factors are related to the operations, industry and the structure of the Group in general and
accordingly by definition apply to all the Issuers and, where applicable, to the Guarantor.

The Group conducts its activities in an ever-changing environment. It is exposed to risks that, if they were to occur,
could have a material adverse effect on its business, financial condition, reputation, outlook, the Total share price or
the Issuers’ ability to fulfil their obligations under Notes issued under the Programme. These risk factors include,
without limitation:

The Group and its business are subject to various risks relating to changing competitive, economic, legal, political,
social, industry, business and financial conditions. Its operations and profit could be affected mainly by:

•        Risks related to market environment parameters:

         o        Sensitivity of results to oil and gas prices, refining margins, exchange rates and interest rates – the
                  results of the Group are sensitive to various market environment parameters, the most significant
                  being oil and gas prices, refining margins, exchange rates and interest rates;

•        Climate challenges:

         o        Deployment of the energy transition:

                  –        The Group is exposed to the implementation of the energy transition, particularly by
                           national governments;

         o        Development of oil and gas reserves:

                  –        The Group’s profitability depends on the discovery, acquisition and development of new
                           reserves profitably and in sufficient quantity;

                  –        The Group is exposed to a risk of more difficult access to the financial resources it needs,
                           in particular to develop its Oil & Gas activities;

         o        Operating and financial risks relating to the effects of climate change:

                  –        The effects of climate change may leave the Group exposed to an increase in associated
                           operating and financial costs;

         o        Reputational risk and management of talent:

                  –        The Group is exposed to reputational risk and may face difficulties to recruit and retain
                           the key talent and skills required for its development;

•        Risks relating to external threats:

         o        Cybersecurity risks:

                  –        The Group is exposed to malicious acts that may permanently paralyze its information
                           systems or cause losses of sensitive data;

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EU-DOCS\27897016.7
o        Security risks:

                 –        The Group is exposed to risks that may jeopardize the security of its personnel, operations
                          and facilities, which may specifically arise in the form of acts of terrorism or malicious
                          acts;

•       Geopolitics and developments in the world:

        o        Protectionist measures affecting free trade:

                 –        The development of protectionist measures affecting free trade between nations may have
                          an impact on the Group’s business, its strategy or its financial condition;

        o        Deterioration of operating conditions:

                 –        The Group is exposed to risks related to adverse changes in operating conditions in some
                          geographic areas or strategic countries;

                 –        The Group also faces an increased risk of the imposition of sanctions that are increasingly
                          frequent and less and less coordinated at international level, as well as a tightening of
                          regulations relating to export controls;

        o        Developments in regulation:

                 –        The increasing number of regulations, and the constant developments, whether anticipated
                          or not, in the legal and tax frameworks in countries where the Group operates, may have
                          significant operational and financial effects, jeopardize the Group’s business model and
                          affect the conduct of its business and its financial conditions, especially given the size of
                          the Group and its international dimension;

•       Risks relating to operations:

        o        Health, safety and environment: risk of major accident or damage to third parties and the
                 environment:

                 –        The Group’s activities entail several operating risks such as the risk of a major industrial
                          accident, or damage to third parties or to the environment;

        o        Development of major projects:

                 –        The Group’s production growth and profitability depend on the delivery of its major
                          development projects;

        o        Business ethics:

                 –        Ethical misconduct or non-compliance of the Group, its employees or third parties acting
                          on its behalf with applicable laws and regulations in particular concerning corruption or
                          fraud may well expose the Group to criminal and civil proceedings and be damaging to its
                          reputation and shareholder value;

        o        Integration of strategic acquisitions:

                 –        The addition of an asset or company that presents a strategic interest for the Group may
                          not produce the effects initially expected;

        o        Partnership management:

                 –        The Group faces risks related to partnership management;

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EU-DOCS\27897016.7
•       Innovation:

        o        Digital transformation:

                 –       The Group may be unable to manage its digital transformation at a suitable pace, or on the
                         right scale, which may have an impact on its business model, its organization or its
                         competitiveness;

        o        Technological or market developments:

                 –       The Group may fail to anticipate appropriately the technological changes related to its
                         main markets, the expectations of its customers and changes in its competitive
                         environment or certain business models, or may not respond to them in an appropriate
                         way and at an appropriate pace.

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EU-DOCS\27897016.7
DOCUMENTS INCORPORATED BY REFERENCE

Paragraph (a) of the section entitled “Documents Incorporated By Reference” on page 68 of the Debt Issuance
Programme Prospectus is hereby deleted and replaced in its entirety with the following:

           “(a) the sections referred to in the tables below included in (i) the English language translation of the
           Universal Registration Document 2019 for Total – filed in its original French language version under
           reference D.20-0148 on 20 March 2020 (the “Total 2019 URD”), containing the English language audited
           consolidated annual financial statements and audit report for the financial year ended 31 December 2019 of
           Total and (ii) the English language translation of the Registration Document 2018 for Total – filed in its
           original French language version under reference D.19-0171 on 20 March 2019 (the “Total 2018 RD”),
           containing the audited consolidated annual financial statements and audit report for the financial year ended
           31 December 2018 of Total; ”

The table entitled “Information incorporated by reference in relation to Total and the Group” in the section entitled
“Documents Incorporated by Reference” on pages 70 to 74 of the Debt Issuance Programme Prospectus is hereby
deleted and replaced in its entirety by the following:

“INFORMATION INCORPORATED BY REFERENCE IN RELATION TO TOTAL AND THE GROUP

     INFORMATION INCORPORATED BY                                     Page Reference(s) in     Page Reference(s) in
 REFERENCE (PURSUANT TO ANNEX IV OF THE                               the Total 2018 RD       the Total 2019 URD
  COMMISSION REGULATION (EC) NO 809/2004
          DATED 29 APRIL 2004)
      3.     Selected Financial Information
     3.1     Selected historical financial information
             regarding the issuer, presented, for each
             financial year for the period covered by the
             historical financial information, and any
             subsequent interim financial period, in the same         7 to 9 and 15 to 21       4 to 7 and 22 to 30
             currency as the financial information.
             The selected historical financial information
             must provide key figures that summarise the
             financial condition of the issuer.

      4.     Risk Factors
             Prominent disclosure of risk factors that may
             affect the issuer’s ability to fulfil its obligations             -                     82 to 89
             under the securities to investors in a section
             headed “Risk Factors”.

      5.     Information about the Issuer
     5.1     History and development of the Issuer:                            -               7 to 13 and 20 to 21

   5.1.1     the legal and commercial name of the issuer;                      -                 20, 258 and 276

   5.1.2     the place of registration of the issuer and its                   -
                                                                                                 20, 258 and 276
             registration number;

   5.1.3     the date of incorporation and the length of life of               -
                                                                                                 20, 258 and 276
             the issuer, except where indefinite;

   5.1.4     the domicile and legal form of the issuer, the
             legislation under which the issuer operates, its
             country of incorporation, and the address and
                                                                               -                 20, 258 and 276
             telephone number of its registered office (or
             principal place of business if different from its
             registered office);

                                                               14
EU-DOCS\27897016.7
5.1.5   any recent events particular to the issuer which
                                                                        10, 18 to 20, 22 to 30
           are to a material extent relevant to the evaluation     -
                                                                             and 32 to 79
           of the issuer’s solvency.

    5.2    Investments:                                            -       14 and 74 to 75

   5.2.1   A description of the principal investments made
           since the date of the last published financial          -       14 and 74 to 75
           statements.

   5.2.2   Information concerning the issuer’s principal
           future investments, on which its management             -              75
           bodies have already made firm commitments.

   5.2.3   Information regarding the anticipated sources of
           funds needed to fulfil commitments referred to          -      75 and 271 to 272
           in item 5.2.2.

      6.   Business Overview
    6.1    Principal activities:                                   -     4 to 7 and 32 to 72

   6.1.1   A description of the issuer’s principal activities
           stating the main categories of products sold            -     4 to 7 and 32 to 72
           and/or services performed; and

   6.1.2   an indication of any significant new products               4 to 7, 22 to 30 and 32
                                                                   -
           and/or activities.                                                   to 72

    6.2    Principal markets:
           A brief description of the principal markets in         -     4 to 7 and 32 to 72
           which the issuer competes.

    6.3    The basis for any statements made by the issuer
                                                                   -         4, 32 to 72
           regarding its competitive position.

      7.   Organisational Structure
    7.1    If the issuer is part of a group, a brief description       20, 352 to 369 and 375
                                                                   -
           of the group and of the issuer's position within it.                to 399

    7.2    If the issuer is dependent upon other entities
                                                                       20, 352 to 369 and 375
           within the group, this must be clearly stated           -
                                                                               to 399
           together with an explanation of this dependence.

      8.   Trend Information
    8.1    Include a statement that there has been no
           material adverse change in the prospects of the
           issuer since the date of its last published audited
           financial statements.                                   -           29 to 30
           In the event that the issuer is unable to make such
           a statement, provide details of this material
           adverse change.

    8.2    Information on any known trends, uncertainties,
           demands, commitments or events that are
                                                                       29 to 30, 74 to 79, 82 to
           reasonably likely to have a material effect on the      -
                                                                              89 and 258
           issuer's prospects for at least the current financial
           year.

      9.   Profit Forecasts or Estimates

                                                             15
EU-DOCS\27897016.7
If an issuer chooses to include a profit forecast
          or a profit estimate, the registration document
          must contain the information items 9.1 and 9.2:

    9.1   A statement setting out the principal
          assumptions upon which the issuer has based its
          forecast, or estimate.
          There must be a clear distinction between
          assumptions about factors which the members of
          the administrative, management or supervisory
          bodies can influence and assumptions about             Not Applicable      Not Applicable
          factors which are exclusively outside the
          influence of the members of the administrative,
          management or supervisory bodies; the
          assumptions must be readily understandable by
          investors, be specific and precise and not relate
          to the general accuracy of the estimates
          underlying the forecast.

    9.2   A report prepared by independent accountants or
          auditors must be included stating that in the
          opinion of the independent accountants or
          auditors the forecast or estimate has been
                                                                 Not Applicable      Not Applicable
          properly compiled on the basis stated and that
          the basis of accounting used for the profit
          forecast or estimate is consistent with the
          accounting policies of the issuer.

    9.3   The profit forecast or estimate must be prepared
          on a basis comparable with the historical              Not Applicable      Not Applicable
          financial information.

    10.   Administrative,         Management,            and
          Supervisory Bodies
   10.1   Names, business addresses and functions in the
          issuer of the following persons, and an indication
          of the principal activities performed by them                -               130 to 167
          outside the issuer where these are significant
          with respect to that issuer:
          (a) members of the administrative, management
                                                                       -               130 to 167
          or supervisory bodies;
          (b) partners with unlimited liability, in the case
                                                                       -             Not Applicable
          of a limited partnership with a share capital.

   10.2   Administrative, Management, and Supervisory
          bodies conflicts of interests
          Potential conflicts of interests between any
          duties to the issuing entity of the persons referred                    142 to 145 and 166 to
                                                                       -
          to in item 10.1 and their private interests and or                               167
          other duties must be clearly stated. In the event
          that there are no such conflicts, make a statement
          to that effect.

    11.   Board Practices
   11.1   Details relating to the issuer's audit committee,
          including the names of committee members and
                                                                       -               153 to 155
          a summary of the terms of reference under which
          the committee operates.

                                                           16
EU-DOCS\27897016.7
11.2   A statement as to whether or not the issuer
          complies with its country’s of incorporation
          corporate governance regime(s). In the event that
          the issuer does not comply with such a regime a             -                 168
          statement to that effect must be included together
          with an explanation regarding why the issuer
          does not comply with such regime.

    12.   Major Shareholders
   12.1   To the extent known to the issuer, state whether
          the issuer is directly or indirectly owned or
          controlled and by whom and describe the nature              -          267 to 269 and 278
          of such control, and describe the measures in
          place to ensure that such control is not abused.

   12.2   A description of any arrangements, known to the
          issuer, the operation of which may at a
                                                                Not Applicable    Not Applicable
          subsequent date result in a change in control of
          the issuer.

    13.   Financial Information concerning the
          Issuer’s Assets and Liabilities, Financial
          Position and Profits and Losses
   13.1   Historical Financial Information
          Audited historical financial information
          covering the latest 2 financial years (or such
          shorter period that the issuer has been in
          operation), and the audit report in respect of each
          year. Such financial information must be
          prepared according to Regulation (EC) No
          1606/2002, or if not applicable to a Member
          States national accounting standards for issuers
          from the Community. For third country issuers,
          such financial information must be prepared
          according to the international accounting
          standards adopted pursuant to the procedure of
          Article 3 of Regulation (EC) No 1606/2002 or to
          a third country’s national accounting standards
          equivalent to these standards. If such financial
          information is not equivalent to these standards,
          it must be presented in the form of restated
          financial statements.
          The most recent year’s historical financial
          information must be presented and prepared in a
          form consistent with that which will be adopted
          in the issuer’s next published annual financial
          statements having regard to accounting
          standards and policies and legislation applicable
          to such annual financial statements.
          If the issuer has been operating in its current
          sphere of economic activity for less than one
          year, the audited historical financial information
          covering that period must be prepared in
          accordance with the standards applicable to
          annual financial statements under the Regulation
          (EC) No 1606/2002, or if not applicable to a
          Member States national accounting standards
          where the issuer is an issuer from the
          Community. For third country issuers, the
                                                          17
EU-DOCS\27897016.7
historical financial information must be prepared
          according to the international accounting
          standards adopted pursuant to the procedure of
          Article 3 of Regulation (EC) No 1606/2002 or to
          a third country’s national accounting standards
          equivalent to these standards. This historical
          financial information must be audited.
          If the audited financial information is prepared
          according to national accounting standards, the
          financial information required under this
          heading must include at least:
          (a) balance sheet;                                               256                       288
          (b) income statement;                                        254 and 255                286 to 287

          (c) cash flow statement; and                                     257                       289
          (d) accounting policies and explanatory notes.               261 to 360                 291 to 399
          The historical annual financial information must
          have been independently audited or reported on
          as to whether or not, for the purposes of the
                                                                 247, 250 to 253, and 254   279, 282 to 285 and 286
          registration document, it gives a true and fair
                                                                          to 257                    to 289
          view, in accordance with auditing standards
          applicable in a Member State or an equivalent
          standard.

   13.2   Financial statements
          If the issuer prepares both own and consolidated
          financial statements, include at least the                   250 to 360                 282 to 399
          consolidated financial statements in the
          registration document.

   13.3   Auditing of       historical   annual     financial
          information

 13.3.1   A statement that the historical financial
          information has been audited. If audit reports on
          the historical financial information have been
          refused by the statutory auditors or if they                 250 to 253                 282 to 285
          contain qualifications or disclaimers, such
          refusal or such qualifications or disclaimers must
          be reproduced in full and the reasons given.

   13.6   Information on any governmental, legal or
          arbitration proceedings (including any such
          proceedings which are pending or threatened of
          which the issuer is aware), during a period
          covering at least the previous 12 months which                    -                        101
          may have, or have had in the recent past,
          significant effects on the issuer and/or group's
          financial position or profitability, or provide an
          appropriate negative statement.

    14.   Additional Information
   14.1   Share Capital

 14.1.1   The amount of the issued capital, the number and
          classes of the shares of which it is composed
          with details of their principal characteristics, the              -                     274 to 275
          part of the issued capital still to be paid up, with
          an indication of the number, or total nominal
                                                           18
EU-DOCS\27897016.7
value, and the type of the shares not yet fully
           paid up, broken down where applicable
           according to the extent to which they have been
           paid up.

    14.2   Memorandum and Articles of Association

  14.2.1   The register and the entry number therein, if
           applicable, and a description of the issuer’s
           objects and purposes and where they can be                           -                   276 to 278
           found in the memorandum and articles of
           association.

     15.   Material Contracts
           A brief summary of all material contracts that are
           not entered into in the ordinary course of the
           issuer’s business, which could result in any                 Not Applicable            Not Applicable
           group member being under an obligation or
           entitlement that is material to the issuer’s ability
           to meet its obligation to security holders in
           respect of the securities being issued.

     16    Third Party Information and Statement by
           Experts and Declarations of Any Interest
    16.1   Where a statement or report attributed to a
           person as an expert is included in the
           Registration Document, provide such person’s
           name, business address, qualifications and
           material interest if any in the issuer. If the report
           has been produced at the issuer’s request a                  Not Applicable            Not Applicable
           statement to that effect that such statement or
           report is included, in the form and context in
           which it is included, with the consent of that
           person who has authorised the contents of that
           part of the Registration Document.

    16.2   Where information has been sourced from a third
           party, provide a confirmation that this
           information has been accurately reproduced and
           that as far as the issuer is aware and is able to
           ascertain from information published by that                 Not Applicable            Not Applicable
           third party, no facts have been omitted which
           would render the reproduced information
           inaccurate or misleading. In addition, the issuer
           shall identify the source(s) of the information.

Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital” in the
section entitled “Documents Incorporated by Reference” on pages 75 to 76 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced with the following:

                                                                                      Page Reference(s) of the Total
 INFORMATION INCORPORATED BY REFERENCE (PURSUANT
                                                                                      Capital Financial Statements
  TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
                                                                                        2018 (except for the Risk
              809/2004 DATED 29 APRIL 2004)
                                                                                                Factors)
      4.   Risk Factors
           Prominent disclosure of risk factors that may affect the issuer’s          82 to 89 of the Total 2019 URD
           ability to fulfil its obligations under the securities to investors in a
           section headed "Risk Factors".

                                                             19
EU-DOCS\27897016.7
Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital
International” in the section entitled “Documents Incorporated by Reference” on pages 77 to 78 of the Debt Issuance
Programme Prospectus is hereby deleted and replaced with the following:

                                                                                        Page Reference(s) of the Total
  INFORMATION INCORPORATED BY REFERENCE (PURSUANT
                                                                                        Capital International Financial
   TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
                                                                                        Statements 2018 (except for the
               809/2004 DATED 29 APRIL 2004)
                                                                                                 Risk Factors)
      4.   Risk Factors
           Prominent disclosure of risk factors that may affect the issuer’s            82 to 89 of the Total 2019 URD
           ability to fulfil its obligations under the securities to investors in a
           section headed "Risk Factors".

Item 4 (Risk Factors) in the table entitled “Information incorporated by reference in relation to Total Capital Canada”
in the section entitled “Documents Incorporated by Reference” on pages 78 to 79 of the Debt Issuance Programme
Prospectus is hereby deleted and replaced with the following:

                                                                                      Page Reference(s) of the Total
 INFORMATION INCORPORATED BY REFERENCE (PURSUANT
                                                                                         Capital Canada Financial
  TO ANNEX IV OF THE COMMISSION REGULATION (EC) NO
                                                                                      Statements 2018 (except for the
              809/2004 DATED 29 APRIL 2004)
                                                                                              Risk Factors)
      4.   Risk Factors
           Prominent disclosure of risk factors that may affect the issuer’s          82 to 89 of the Total 2019 URD
           ability to fulfil its obligations under the securities to investors in a
           section headed "Risk Factors".

To the extent that there is any inconsistency between (a) any statement included or incorporated by reference in this
Fifth Supplement and (b) any statement included or incorporated by reference in the Debt Issuance Programme
Prospectus, the statements in (a) above will prevail.

                                                             20
EU-DOCS\27897016.7
DESCRIPTION OF TOTAL

The following shall replace the table added in the Fourth Supplement dated 24 February 2020 at the end of the section
entitled “Description of Total” on page 110 of the Debt Issuance Programme Prospectus:

“Total’s Financial Statements

The main elements of Total’s 2019 annual financial statements are summarised in the following tables:

Summary Balance sheet

                                                                                                    As at/for the year ended      As at/for the year ended
                                                                                                      31 December 2019                31 December 2018
                                                                                                          (audited)                        (audited)
                                                                                                                 (in millions of U.S. dollars)
 Assets
 Current assets ................................................................................                      85,265                          79,799
 Non-current assets ........................................................................                         188,029                         176,963
 Total Assets .................................................................................                      273,294                         256,762
 Liabilities
 Current liabilities ..........................................................................                       70,244                          62,234
 Non-current liabilities ...................................................................                          83,745                          76,414
 Shareholder’s Equity ....................................................................                           119,305                         118,114
 Total Liabilities and Shareholder’s Equity ...............................                                          273,294                         256,762
 Share Capital                                                                                                         8,123                           8,227

There has been no material change in the capitalisation and indebtedness of Total since 31 December 2019 except
for currency translation effect.

Summary Statement of Income

                                                                                                   As at/for the year ended       As at/for the year ended
                                                                                                     31 December 2019                31 December 2018
                                                                                                           (audited)                      (audited)
                                                                                                                 (in millions of U.S. dollars)
 Consolidated net income ...............................................................                               11,438                        11,550
 Items not potentially reclassifiable to profit and loss ....................                                         (1,530)                       (4,021)
 Items potentially reclassifiable to profit and loss ..........................                                           749                           527
 Total other comprehensive income ...............................................                                       (781)                       (3,494)
 Comprehensive income                                                                                                 10,657                         8,056

                                                                                           21
EU-DOCS\27897016.7
RECENT DEVELOPMENTS

The Recent Developments section of the Debt Issuance Programme Prospectus on page 123 shall be supplemented
with the following:

The following is the text of a press release published by Total on 23 March 2020:

Paris - Patrick Pouyanné, Chairman & CEO of Total, addressed the Group’s employees on March 19 to mobilize
them in the face of the challenges ahead. He recalled the resilience that the Group’s teams demonstrated during the
2015-16 oil crisis as well as the two pillars of the Group’s strategy which are the organic pre-dividend breakeven of
less than $25/b and the low gearing to face this high volatility.

In a context of oil prices on the order of $30 per barrel, he announced an action plan to be implemented immediately
based on the following three axes:

•       Organic Capex cuts of more than $3 billion, i.e. more than 20%, reducing 2020 net investments to less than
        $15 billion. These savings are mainly in the form of short-cycle flexible Capex, which can be arbitrated
        contractually over a very short time period;

•       $800 million of savings in 2020 on operating costs compared to 2019, instead of the $300 million previously
        announced; and

•       Suspension of the share buyback program – the company announced a $2 billion share buyback for 2020 in
        a 60 $/b environment; it bought back $550 million in the first two months.

                                                         22
EU-DOCS\27897016.7
GENERAL INFORMATION

The first paragraph in paragraph (3) in the General Information section of the Debt Issuance Programme Prospectus on
page 174 entitled “No Material Adverse Change” is hereby deleted and replaced in its entirety with the following:

“Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, as
supplemented by this Fifth Supplement, there has been no material adverse change in the prospects of Total on a
consolidated basis since its last published audited financial statements, being 31 December 2019.”

The first paragraph in paragraph (4) in the General Information section of the Debt Issuance Programme Prospectus on
page 174 entitled “Significant change in the Issuer’s financial trading position” is hereby deleted and replaced in its entirety
with the following:

“Except as disclosed in the documents incorporated by reference in this Debt Issuance Programme Prospectus, as
supplemented by this Fifth Supplement, there has been no significant change in the financial or trading position of Total
on a consolidated basis since the end of the last financial period for which financial information has been published, being
31 December 2019.”

Paragraph (12) in the General Information section of the Debt Issuance Programme Prospectus on page 176 entitled
“Auditors” is hereby supplemented with the following:

         “The auditors of Total are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., of 1/2, place des
         Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris La Défense,
         respectively. They have audited and expressed unqualified opinions in the audit reports which they have issued
         on the consolidated financial statements of Total as of and for the years ended 31 December 2018 and 31
         December 2019. The French auditors carry out their duties in accordance with the professional auditing standards
         applicable in France (“Normes d’Exercice Professionnel”) and are members of the CNCC professional body.

         The auditors of Total Capital are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., of 1/2, place
         des Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris La Défense,
         respectively. They have audited and expressed unqualified opinions in the audit reports which they have issued
         on the financial statements of Total Capital as of and for the years ended 31 December 2018 and 31 December
         2019. The French auditors carry out their duties in accordance with the professional auditing standards applicable
         in France (“Normes d’Exercice Professionnel”) and are members of the CNCC professional body.

         The auditors of Total Capital International are Ernst & Young Audit and KPMG Audit, a division of KPMG S.A.,
         of 1/2, place des Saisons 92400 Courbevoie - Paris-La Défense 1 and 2 Avenue Gambetta CS 60055 92066 Paris
         La Défense, respectively. They have audited and expressed unqualified opinions in the audit reports which they
         have issued on the financial statements of Total Capital International as of and for the years ended 31 December
         2018 and 31 December 2019. The French auditors carry out their duties in accordance with the professional
         auditing standards applicable in France (“Normes d’Exercice Professionnel”) and are members of the CNCC
         professional body.

         The auditors of Total Capital Canada are KPMG LLP of 3100 205, 5th Avenue SW, Calgary Alberta T2P 4B9,
         Canada. They have carried out their duties in accordance with Canadian generally accepted auditing standards
         and are members of the Canadian Public Accountability Board in Canada. They have audited and expressed
         unqualified opinions in the audit reports which they have issued on the financial statements of Total Capital
         Canada as of and for the years ended 31 December 2018 and 31 December 2019.”

                                                              23
EU-DOCS\27897016.7
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIFTH SUPPLEMENT

To the best of Total’s knowledge (having taken all reasonable care to ensure that such is the case), the information
contained in this Fifth Supplement is in accordance with the facts and contains no omission likely to affect its import
and Total accepts responsibility accordingly.

                                                    TOTAL S.A.
                            2, place Jean Millier, 92078 Paris La Défense Cedex France
                         Duly represented by: Antoine Larenaudie, Group Treasurer of Total
                                                  on 26 March 2020

To the best of Total Capital’s knowledge (having taken all reasonable care to ensure that such is the case), the
information contained in this Fifth Supplement is in accordance with the facts and contains no omission likely to
affect its import and Total Capital accepts responsibility accordingly.

                                                TOTAL CAPITAL
                           2, place Jean Millier, 92078 Paris La Défense Cedex, France
         Duly represented by: Antoine Larenaudie on behalf of Total Finance Corporate Services Limited,
                                             Director of Total Capital
                                                 on 26 March 2020

To the best of Total Capital Canada Ltd.’s knowledge (having taken all reasonable care to ensure that such is the
case), the information contained in this Fifth Supplement is in accordance with the facts and contains no omission
likely to affect its import and Total Capital Canada Ltd. accepts responsibility accordingly.

                                       TOTAL CAPITAL CANADA LTD.
                           2900, 240-4th Avenue S.W., Calgary, Alberta, T2P 4H4 Canada
                     Duly represented by: Antoine Larenaudie, President of Total Capital Canada
                                                 on 26 March 2020

To the best of Total Capital International’s knowledge (having taken all reasonable care to ensure that such is the
case), the information contained in this Fifth Supplement is in accordance with the facts and contains no omission
likely to affect its import and Total Capital International accepts responsibility accordingly.

                                    TOTAL CAPITAL INTERNATIONAL
                           2, place Jean Millier, 92078 Paris La Défense Cedex France
         Duly represented by: Antoine Larenaudie on behalf of Total Finance Corporate Services Limited,
                                      Director of Total Capital International
                                                 on 26 March 2020

                                                          24
EU-DOCS\27897016.7
Autorité des marchés financiers

In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General
Regulations (Réglement Général) of the Autorité des marchés financiers (“AMF”), in particular Articles 212-31 to
212-33, the AMF has granted to this Fifth Supplement the visa no. 20-101 on 26 March 2020. This document and
the Debt Issuance Programme Prospectus may only be used for the purposes of a financial transaction if completed
by Final Terms. This Fifth Supplement was prepared by the Issuer and its signatories assume responsibility for it.

In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following
an examination by the AMF of "whether the document is complete and comprehensible, and whether the information
it contains is coherent". It does not imply the approval by the AMF of any opportunity to conduct a transaction hereby nor
that the AMF has verified the accounting and financial data set out in it.

This visa has been granted subject to the publication of Final Terms in accordance with Article 212-32 of the AMF’s
General Regulations, setting out the terms of the securities being issued.

                                                           25
EU-DOCS\27897016.7
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