X0306 4 2018-06-08 0 0001368265 Clean Energy Fuels Corp. CLNE 0000879764 TOTAL S.A. 2, PLACE JEAN MILLIER LA DEFENSE 6 92400 COURBEVOIE I0 FRANCE 0 0 1 0 0001743086 Total Marketing Services S.A. 24 COURS MICHELET LA DEFENSE 10 92800 PUTEAUX I0 FRANCE 0 0 1 0 Common Stock 2018-06-08 4 P 0 50856296 1.64 A 50856296 I By Total Marketing Services S.A. Stock Election Right (Right to Buy) 1.64 2018-06-08 4 J 0 30498520 1.64 D Common Stock 30498520 0 D As described in further detail in the Schedule 13D filed by TOTAL S.A. ("Total") and Total Marketing Services S.A. ("Purchaser" and together with Total, the "Reporting Persons") on May 18, 2018, Purchaser and Clean Energy Fuels Corp. (the "Issuer") entered into a stock purchase agreement on May 9, 2018 (the "Purchase Agreement"), pursuant to which (A) Purchaser agreed to purchase, and the Issuer agreed to sell and issue, 50,856,296 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), if certain closing conditions are satisfied or waived, including that the Issuer's stockholders approve (i) the issuance of all of the shares of Common Stock to be sold to Purchaser under the Purchase Agreement and (Continued from Footnote 1) (ii) an amendment to the Issuer's Restated Certificate of Incorporation to increase the number of shares of Common Stock the Issuer is authorized to issue ("Issuer Stockholder Approval"), or (B) Purchaser would have had the right (the "Stock Election Right"), exercisable in its sole discretion, to purchase 30,498,520 shares of Common Stock in the event the Issuer did not obtain the Issuer Stockholder Approval. At the Issuer's 2018 annual meeting of stockholders held on June 8, 2018, the Issuer Stockholder Approval was obtained. As a result, the Stock Election Right has been replaced with Purchaser's obligation to purchase of 50,856,296 shares of Common Stock, subject to the other standard and customary closing conditions and other terms set forth in the Purchase Agreement. The closing of the transaction and the issuance of the shares of Common Stock to Purchaser is expected to occur on June 13, 2018. /s/ Antoine Larenaudie, Group Treasurer, on behalf of TOTAL S.A. 2018-06-12 /s/ Philippe Montanteme, Senior Vice President Strategy Marketing & Research, on behalf of Total Marketing Services S.A 2018-06-12