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| Issuer | | Total Capital International |
| Guarantee | | Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL S.A. |
| Format | | SEC-registered global notes |
| Title | | 3.127% Guaranteed Notes Due 2050 |
| Total Initial Principal Amount Being Issued | | $2,500,000,000 |
| Issue Price | | 100.000% |
| Pricing Date | | May 26, 2020 |
| Expected Settlement Date | | May 29, 2020 (T+3) |
| Maturity Date | | May 29, 2050, unless earlier redeemed |
| Day Count | | 30/360 |
| Day Count Convention | | Following, unadjusted |
| Optional Redemption Terms | | Prior to November 29, 2049 (the date that is 6 months prior to the stated maturity of the notes), make-whole call at Treasury Rate plus 30 basis points |
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| | On or after November 29, 2049 (the date that is 6 months prior to the stated maturity of the notes), call at par |
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| | Tax call at par |
| Interest Rate | | 3.127% |
| Benchmark Treasury | | 2.000% due February 15, 2050 |
| Benchmark Treasury Price | | 113-27 |
| Benchmark Treasury Yield | | 1.427% |
| Spread to Benchmark Treasury | | + 170bps |
| Yield to Maturity | | 3.127% |
| Date Interest Starts Accruing | | May 29, 2020 |
| Interest Payment Dates | | Each May 29 and November 29 |
| First Interest Payment Date | | November 29, 2020 |
| Regular Record Dates for Interest | | Each May 14 and November 14 |
| Trustee | | The Bank of New York Mellon |
| Listing | | None |
| Denominations | | $2,000 and increments of $1,000 |
| Expected Ratings of the Notes | | Moody’s : Aa3 (Negative) / Standard & Poor’s: A+ (Negative) |
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| | Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by Total Capital International and TOTAL S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating. |
