TotalEnergies SE — Capital/Financing Update 2011

Jan 21, 2011

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Filed pursuant to Rule 433 Registration Statements Nos. 333-159335 and 333-159335-02 January 21, 2011

Final Term Sheet

TOTAL CAPITAL CANADA LTD. (A wholly-owned subsidiary of TOTAL S.A.)

$750,000,000 1.625% Guaranteed Notes Due 2014

$750,000,000 Floating Rate Guaranteed Notes Due 2014

Guaranteed on an unsecured, unsubordinated basis by TOTAL S.A.

$750,000,000 1.625% Guaranteed Notes Due 2014

Issuer	Total Capital Canada Ltd.
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	1.625% Guaranteed Notes due 2014
Total initial principal amount being issued	$750,000,000
Issue Price	99.796%
Pricing date	January 21, 2011
Expected settlement date	January 28, 2011 (T+5)
Maturity date	January 28, 2014, unless earlier redeemed
Day count	30/360
Day count convention	Following
Optional redemption terms	Make-whole call at Treasury Rate plus 10 basis points
	Tax call at par
Interest rate	1.625% per annum
Benchmark Treasury	1.000% due January 2014
Benchmark Treasury Price	99-27 3/4
Benchmark Treasury Yield	1.045%
Spread to Benchmark Treasury	65 bps
Yield to Maturity	1.695%

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Date interest starts accruing	January 28, 2011
Interest payment dates	Each January 28 and July 28
First interest payment date	July 28, 2011
Regular record dates for interest	Each January 13 and July 13
Trustee	The Bank of New York Mellon
Listing	None
Denominations	$1,000 and increments of $1,000
Expected ratings of the notes	Moody’s: Aa1/Stable Standard & Poor’s: AA/Negative
	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 Canada Ltd. 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thereof and may be changed, superseded or withdrawn as a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.
CUSIP / ISIN	89153U AB7 / US89153UAB70
Selling restrictions	European Economic Area, France, UK, Canada
Managers	Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated RBS Securities Inc. UBS Securities LLC

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$750,000,000 Floating Rate Guaranteed Notes Due 2014

Issuer	Total Capital Canada Ltd.
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	Floating Rate Guaranteed Notes due 2014
Total initial principal amount being issued	$750,000,000
Issue Price	100%
Pricing date	January 21, 2011
Expected settlement date	January 28, 2011 (T+5)
Maturity date	January 17, 2014, unless earlier redeemed
Day count	Actual/360
Day count convention	Modified following adjusted
Optional redemption terms	Tax call at par
Interest rate	The Interest Rate for the first Interest Period will be the 3-month U.S. dollar
London Interbank Offered Rate (“LIBOR”), as determined on January 26, 2011, plus the
Spread (as described below). Thereafter, the Interest Rate for any Interest Period will
be U.S. dollar LIBOR, as determined on the applicable Interest Determination Date, plus
the Spread. The Interest Rate will be reset quarterly on each Interest Reset Date.
Spread to LIBOR	38 bps
Date interest starts accruing	January 28, 2011
Interest payment dates	Each January 17, April 17, July 17 and October 17, subject to
adjustment in accordance with the day count convention specified above.
First interest payment date	April 17, 2011
Interest reset dates	The interest reset date for each Interest Period other than the first
interest period will be the first day of such interest period, subject to adjustment in
accordance with the day count convention specified above.
Interest periods	The period beginning on, and including, an Interest Payment Date and ending
on, but not including, the following Interest Payment Date; provided that the first
Interest Period will begin on January 28, 2011, and will end on, but not include, the
first Interest Payment Date.

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| Interest determination date | The Interest Determination Date relating to a particular Interest
Reset Date will be the second London Business Day preceding such Interest Reset Date. |
| --- | --- |
| London business day | Any week day on which banking or trust institutions in London are not
authorized generally or obligated by law, regulation or executive order to close. |
| Regular record dates for interest | Each January 2, April 2, July 2 and October 2 |
| Trustee and calculation agent | The Bank of New York Mellon |
| Listing | None |
| Denominations | $1,000 and increments of $1,000 |
| Expected ratings of the notes | Moody’s: Aa1/Stable Standard & Poor’s: AA/Negative |
| | 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 Canada Ltd. 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. |
| CUSIP / ISIN | 89153U AA9 / US89153UAA97 |
| Selling restrictions | European Economic Area, France, UK, Canada |
| Managers | Credit Suisse Securities (USA) LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated RBS Securities Inc. UBS Securities LLC |
| Calculation of U.S. dollar LIBOR | The Calculation Agent will determine U.S. dollar LIBOR in
accordance with the following provisions: With respect to any Interest Determination
Date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity
of three months commencing on the Interest Reset Date that appears on the designated
LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no
rate appears, U.S. dollar LIBOR, in respect of that Interest Determination Date, will be
determined as follows: the Calculation Agent will request the principal London offices
of each of four major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with the Issuer), to provide the Calculation Agent
with its offered quotation for deposits in U.S. dollars for the period of three months,
commencing on the Interest Reset Date, to prime banks in the London interbank market |

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at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after consultation with the Issuer) for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the Calculation Agent are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date will be U.S. dollar LIBOR in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen “LIBOR01”, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen “LIBOR01” is the display designated as the Reuters screen “LIBOR01”, or such other page as may replace the Reuters screen “LIBOR01” on that service or such other service or services as may be denominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits. All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the Floating Rate Guaranteed Notes Due 2014 shall be conclusive and binding on the holders of Floating Rate Guaranteed Notes Due 2014, TOTAL S.A., TOTAL CAPITAL CANADA LTD. and the trustee, absent manifest error.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting IDEA on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free Credit Suisse Securities (USA) LLC at 1-800-221-1037, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, Morgan Stanley & Co. Incorporated at 1-866-718-1649, RBS Securities Inc. at 1-866-884-2071 and UBS Securities LLC at 1-877-827-6444 ext. 561 3884.

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