Total in Proposed Sale of Its Fertilizer Subsidiaries GPN S.A. and Rosier SA

Cleary Gottlieb is representing the Total group in the proposed sale of its wholly-owned subsidiary GPN S.A., France’s largest nitrogen fertilizer manufacturer, and of its 56.86% interest in Rosier SA, the Belgian mineral fertilizer manufacturing company listed on NYSE Euronext Brussels. Total has received firm offers from Borealis, a leading international provider of chemical solutions, for the acquisition of both companies.

The proposed transactions, which were announced on February 6, 2013, are currently presented to the employee representatives, as part of the information and consultation procedures, and are subject to the relevant regulatory approvals. The proposed acquisition of Rosier shares by Borealis is furthermore conditional upon the completion of the acquisition by Borealis of GPN.

In the event Borealis acquires the 56.86% interest in Rosier, it will be required to launch a mandatory public takeover bid for the remaining outstanding shares.

Total is a leading international oil and gas company with operations in more than 130 countries, and employs 96,000 people.

Borealis is a leading provider of innovative solutions in the fields of polyolefins, base chemicals and fertilizers. It is headquartered in Vienna, Austria, and has around 5,300 employees worldwide. Borealis is owned 64% by the International Petroleum Investment Company (IPIC) of Abu Dhabi and 36% by the energy group OMV.