Registration document 2007 - Total.com

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Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
on May 17, 2005 to the Board when capital is increased through
ordinary share issues or through any marketable security linked
to the capital that maintains preferential subscription rights (4 B€
of par value). This delegation of authority cancelled and replaced,
for the unused part, the one granted by the Extraordinary
Shareholder’s Meeting of May 14, 2004.
Pursuant to this delegation of authority, the Board of Directors
decided on November 3, 2005 to proceed with a capital increase
of a maximum of three million Company shares with a par value
of 10 euros, representing 12 million shares with a par value of
2.5 euros reserved for TOTAL employees, bearing dividends as of
January 1, 2005, at a price of 166.60 euros per share with a par
value of 10 euros or 41.65 euros per share with a par value of
2.50 euros. In accordance with Article 14 of the French Autorité
des marchés financiers (AMF) instruction No. 2005-11 as of
December 13, 2005 regarding the information to be disclosed in
case of a capital increase operation, TOTAL S.A. released on
January 27, 2006, on its website and on the website of the AMF,
a press release which specified the terms of the offering. The
offering was opened to the employees of TOTAL S.A. and to the
employees of its French and foreign subsidiaries in which TOTAL
S.A. holds directly or indirectly 50% at least of the capital, who
are participants in the TOTAL Group Savings Plan (PEG-A) and
for which local regulatory approval was obtained. The offering
was also opened to former employees of TOTAL S.A. and its
French subsidiaries who took their retirement. Subscription was
opened from February 6 through February 24, 2006, and resulted
in the issuance of 2,785,330 new shares with a par value of
10 euros, or 11,141,320 euros with a par value of 2.50 euros, in
2006.
TOTAL – Registration Document 2006
Shares held by Directors and Executive
Officers
On December 31, 2006, based upon information from the
members of the Board and the share registrar, the members of
the Board and the Executive Officers of the Group (Management
Committee and Treasurer) held a total of less than 0.5% of the
Company’s shares:
• Members of the Board of Directors (including the Chairman):
680,773 shares.
• Management Committee and Treasurer (including the
Chairman): 1,616,337 shares.
• Chairman of the Board of Directors: 477,200 shares.