SAFT : DRAFT RESPONSE MEMORANDUM

d964d6fa-41ca-4118-9da4-b33907922293.pdf

Unofficial translation for information purposes only. In case of discrepancy between the French and the English versions, the French version shall prevail.

The offer and this draft response memorandum are subject to the review of the AMF

TENDER OFFER TARGETING THE SHARES OF INITIATED BY DRAFT RESPONSE MEMORANDUM PRESENTED BY SAFT GROUPE S.A.

This draft response memorandum has been filed with the Autorité des marchés financiers (the French Financial Market Authority ("AMF")) on May 30, 2016. It has been prepared pursuant to Articles 231-19 and 231-26 of the AMF's General Regulation.

This draft response memorandum is subject to review by the AMF.

Important notice The report of Finexsi, acting as independent expert, is included in this draft response memorandum.

This draft response offering document is available on the Internet websites of Saft Groupe S.A. (www.saftbatteries.com) and the AMF (www.amf-france.org) and may be obtained free of charges from:

Saft Groupe S.A.

12, rue Sadi Carnot - 93170 Bagnolet

In accordance with Article 231-28 of the AMF's General Regulation, information relating to, in particular, the legal, financial, accounting and other characteristics of Saft Groupe S.A. will be made available to the public in the same manner no later than on the day preceding the opening of the tender offer.

A financial notice will be issued no later than the day preceding the opening of the simplified tender offer in order to inform the public of the manner in which these documents will be made available.

SUMMARY

1. DESCRIPTION OF THE OFFER4

2. BACKGROUND AND REASONS FOR THEOFFER5

3. Background for the Offer 5

4. Shares held by the Offeror 6

5. Main terms of the Offer 6

6. Regulatory Authorizations 6

7. Validity Threshold 7

8. Option Holders 7

9. Intention of the Offeror with respect to maintaining the Company's listing following the Offer7 Squeeze-out 7

   Euronext Paris de-listing 8

10. REASONED OPINION OF THE SUPERVISORY BOARD OF THE COMPANY 8
11. INTENTION OFSAFTGROUPE'SSUPERVISORYBOARDMEMBERS12
12. INTENTION OF THECOMPANYWITHREGARD TO THETREASURY SHARES12
13. AGREEMENTSTHATCOULDHAVE ANIMPACT ON THEVALUATION OF THEOFFER OR ITSOUTCOME12

14. Combination Agreement 12

15. Liquidity of the ordinary shares resulting from the conversion of the free preferred shares and resulting from the exercise of the options subject to a retention period 12

16. ELEMENTS RELATING TO THE COMPANY THAT MAY HAVE AN IMPACT IN CASE OF A TENDER OFFER13

17. Company's share capital structure 13

18. Statutory voting and Share transfer restrictions or agreements clauses brought to the Company's knowledge under article L.233-11 of the French Commercial Code 14

19. Direct or indirect stakes in the Company's share capital the Company has knowledge of pursuant to articles L. 233-7 and L. 233-12 of the French Commercial Code 14

20. List of holders of any securities carrying special control rights and a description of such rights 16

21. Envisaged control mechanisms in the event of an employee shareholding system deprived of the control rights 16

22. Shareholders' agreements that could lead to a share transfer and voting rights restrictions the Company is aware of 16

23. Applicable rules regarding the appointment and replacement of board members and the amendment of the bylaws 16

24. Powers of the Board of Directors, in particular regarding the issuance or the buy-back of shares 16

25. Impact of a change of control on the agreements entered into by the Company 17

26. Agreements providing for the payment of indemnities to the Chairman of the Management Board, to the members of the Board of Directors or to employees if they resign or are dismissed without just or serious ground or if their employment ceases because of the tender offer 18

27. REPORT OF THE INDEPENDENT EXPERT20
28. TERMS OF PROVISION OFCOMPANY'S INFORMATION70
29. PERSON RESPONSIBLE FOR THE DOCUMENT70
30. I. DESCRIPTION OF THE OFFER

    Pursuant to Title III of Book II and, more specifically, Articles 231-13 and 232-1 et seq. of the AMF's General Regulation, Total, a limited liability corporation (société anonyme) having its registered office at 2 place Jean Millier, La Défense 6, 92400 Courbevoie, registered with the Nanterre Trade and Companies Register under number 542 051 180, and the shares of which are traded on Euronext Paris under ISIN Code FR0000120271 (ticker symbol "FP") ("Total" or the "Offeror"), makes an irrevocable offer to the shareholders of Saft Groupe, a limited liability corporation (société anonyme) with a management board and a supervisory board, having its registered office at 12 rue Sadi Carnot, 93170 Bagnolet, registered with the Bobigny Trade and Companies Register under number 481 480 465, and the shares of which are traded on Euronext Paris under ISIN Code FR0010208165 ("Saft Groupe" or the "Company"), to acquire, pursuant to the terms and conditions described in the draft offer memorandum established by Total, filed with the AMF on May 9, 2016 (the "Draft Offer Memorandum") all of the Saft Groupe shares listed on Euronext Paris at a price per share (ex-dividend of €0.85 per share1) of

    €36.50 (subject to adjustments) (the "Offer").

    The Offer is for all Saft Groupe shares that the Offeror does not hold, namely, on the basis of the information provided by the Offeror to the Company:

31. Saft Groupe shares that are currently issued and outstanding, namely, given the shares held by Total2, a maximum number of 23,406,505 shares of Saft Groupe, representing 23,406,505 voting rights (including voting rights that may not be exercised)3, or

32. Saft Groupe shares that may be issued prior to the close of the Offer or of the Reopened Offer (as that term is defined in Section 2.13 of the Draft Offer Memorandum) as a result of the exercise of share subscription options granted by Saft Groupe (the "Options") to the extent that they are exercisable before the close of the Offer or of the Reopened Offer, as the case may be, namely, to the knowledge of the Offeror on the date of this press release, a maximum of 435,846 new Saft Groupe shares4,

33. or, on the basis of the information provided by the Offeror, a maximum number of 23,842,351 Saft Groupe shares5.

    The Draft Offer Memorandum states that the Offer will also include shares that may be issued in connection with the payment of the stock dividend decided by the shareholders in the context of the General Shareholders' Meeting of May 13, 2016.

    1 Total amount voted by Saft Groupe's Combined General Shareholders' Meeting on May 13, 2016.

    2 Between the filing of the Draft Offer Memorandum and May 27, 2016, the Offeror has acquired, on the basis of the information provided to the Company, 2,121,548 shares of the Company.

    3 Including 50,185 treasury shares.

    4 Each member of the Board of the Company shall held for the entire duration of this term of office at least 15% of the shares issued upon exercise of the Options as of plan n°3 dated January 22, 2008.

    5 As a result of the shares acquired by the Offeror, the exercise of Options and cancellation of shares since the filing of the Draft Offer Memorandum