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Registration document 2007 - Total.com

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Employees, Share Ownership, Stock Options and Restricted<br />

Share Grants<br />

Employees<br />

The tables below set forth the number of employees, by division and geographic location, of the Group (fully consolidated subsidiaries) as<br />

of the end of the periods indicated:<br />

Upstream Downstream Chemicals (a) Corporate <strong>Total</strong><br />

2006 14,862 34,467 44,504 1,237 95,070<br />

2005 14,849 34,611 62,214 1,203 112,877<br />

2004 14,597 34,045 61,570 1,189 111,401<br />

Rest Rest<br />

France of Europe of world <strong>Total</strong><br />

2006 37,831 26,532 30,707 95,070<br />

2005 48,751 30,140 33,986 112,877<br />

2004 49,174 29,711 32,516 111,401<br />

(a) At December 31, 2006, these figures exclude the employees of Arkema, pursuant to the spin-off of these activities in May 2006.<br />

Arrangements for involving employees in the<br />

capital of the Company<br />

Pursuant to agreements signed on March 15, 2002, as<br />

amended, the Group created a “<strong>Total</strong> Group Savings Plan”<br />

(PEGT), a “Partnership for Voluntary Wage Savings Plan” (PPESV,<br />

later be<strong>com</strong>ing PERCO) and a “Complementary Company<br />

Savings Plan” (PEC) for employees of the Group’s French<br />

<strong>com</strong>panies. These plans allow investments in a number of mutual<br />

funds including one that invests in Company shares (“TOTAL<br />

ACTIONNARIAT FRANCE”). A “Shareholder Group Savings Plan”<br />

(PEG-A) has also been in place since November 19, 1999 to<br />

facilitate capital increases reserved for employees of the Group’s<br />

French and foreign subsidiaries covered by these plans.<br />

Savings Plans<br />

The various Company Savings plans (PEGT, PEC) and the Group<br />

Savings plan (“Plan d’Épargne Groupe Actionnariat”-(PEG-A)<br />

linked to the capital increase operations reserved for employees,<br />

give the employees of French Group Companies belonging to<br />

these savings plans access to several collective investment plans<br />

(Fonds <strong>com</strong>muns de placement), including a Fund invested in<br />

shares of the Company (“TOTAL ACTIONNARIAT FRANCE”).<br />

For the employees of foreign <strong>com</strong>panies, the capital increases<br />

reserved for employees were conducted under PEG-A through<br />

the “TOTAL ACTIONNARIAT INTERNATIONAL” Fund and the<br />

Caisse Autonome of the Group in Belgium. In addition, U.S.<br />

employees participate in these operations through ADRs and<br />

Italian employees may participate by directly subscribing to new<br />

shares.<br />

Corporate Governance<br />

Employees, Share Ownership, Stock Options and Restricted Share Grants<br />

Employee shareholding<br />

The total number of TOTAL shares held by employees as of<br />

December 31, 2006 is as follows:<br />

5<br />

TOTAL ACTIONNARIAT France 68,675,754<br />

TOTAL ACTIONNARIAT International 15,542,253<br />

ELF PRIVATISATION N°1 1,683,255<br />

Shares held by U.S. employees 1,905,522<br />

Group Caisse Autonome (Belgium) 491,784<br />

TOTAL shares from the exercise of the Company’s<br />

stock options and held as registered<br />

shares within a Company Savings Plan (PEE) 2,530,385<br />

<strong>Total</strong> shares held by employee shareholder funds 90,828,953<br />

As of December 31, 2006, the employees of the Group held, on<br />

the basis of the definition of employee shareholding contained in<br />

Article L 225-102 of the French Commercial Code, 90,828,953<br />

TOTAL shares, representing 3.74% of the Company’s share<br />

capital on that date.<br />

Capital increase reserved for employees<br />

The shareholders’ meeting held on May 17, 2005 delegated the<br />

Board of Directors the authority to undertake, in one or several<br />

steps, and within a maximum of 26 months, a capital increase<br />

reserved for the employees participating in a Savings Plan.<br />

Pursuant to this delegation of authority, the number of shares to<br />

be issued cannot exceed 1.5% of the capital stock on the day of<br />

the meeting of the Board that decided on the issue. The capital<br />

stock issued will be counted against the overall ceiling for the<br />

capital increase that could be authorized under the same<br />

delegation of authority granted by the shareholders’ meeting held<br />

TOTAL – <strong>Registration</strong> Document 2006 113

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