Registration document 2007 - Total.com

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5 114 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 – <strong>Registration</strong> 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.
Corporate Governance Employees, Share Ownership, Stock Options and Restricted Share Grants Summary of transactions in the Company’s securities (Article L 621-18-2 of the French Monetary and Financial Code) The following table presents transactions, of which the Company has been informed, in the Company’s shares or related financial instruments carried out in 2006 by the individuals concerned under paragraphs a) through c) of Article L 621-18-2 of the French Monetary and Financial Code. Year 2006 Purchases Subscriptions Sales Swaps Thierry Desmarest (a) (b) TOTAL shares Shares in savings plans (FCPE), and other related financial instruments 276,000.00 116,000.00 208,000.00 (c) Christophe de Margerie (a) (b) TOTAL shares Shares in savings plans (FCPE), and 36,000.00 other related financial instruments (c) 1,071.06 7,704.63 Daniel Boeuf (a) (b) TOTAL shares Shares in savings plans (FCPE), and other related financial instruments (c) 312.12 Pierre Vaillaud (a) (b) TOTAL shares Shares in savings plans (FCPE), and other related financial instruments 2,000.00 2,000.00 (c) François Cornélis (a) (b) TOTAL shares Shares in savings plans (FCPE), and 225,748.00 215,748.00 other related financial instruments (c) 207.08 4,184.00 Michel Bénézit (a) (b) TOTAL shares Shares in savings plans (FCPE), and 70,000.00 5,350.00 42,500.00 other related financial instruments (c) 6.42 3,018.82 3,105.26 Robert Castaigne (a) (b) TOTAL shares Shares in savings plans (FCPE), and 45,232.00 20,000.00 other related financial instruments (c) 2.25 6,800.00 7,015.81 Yves-Louis Darricarrère (a) (b) TOTAL shares Shares in savings plans (FCPE), and 10,880.00 other related financial instruments (c) 0.43 3,721.49 Bruno Weymuller (a) (b) TOTAL shares Shares in savings plans (FCPE), and other related financial instruments (c) 242.78 3,961.58 5,201.99 (a) Including the related persons in the meaning of the provisions of the article R.621-43-1 of the French Monetary and Financial Code. (b) To reflect the four-for-one stock split approved by the shareholders’ meeting on May 12, 2006, the number of TOTAL shares and interests in FCPE related to transactions on TOTAL shares carried out prior to May 18 2006 directly or through a FCPE, has been multiplied by four. (c) FCPE primarily investing in Company shares. 5 TOTAL – <strong>Registration</strong> Document 2006 115
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Registration Document 2006
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Registration Document 2006 This is
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Key figures Selected financial info
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116,842 Key figures Operating and m
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Refined product sales including Tra
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Business overview History and strat
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Upstream TOTAL’s Upstream segment
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Exploration & Production Exploratio
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Production For the full year 2006,
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Presentation of production activiti
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Europe Business overview Exploratio
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Africa TOTAL has been present in Af
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this zone through its subsidiaries
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North America Since 2004, TOTAL has
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Trinidad & Tobago TOTAL holds a 30%
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TOTAL also has a 50% interest in th
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Europe TOTAL’s production in Euro
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K6-GT platform, in anticipation of
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The Group also holds a 20% interest
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Gas & Power The Gas & Power divisio
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Asia Pacific The Hazira re-gasifica
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In Morocco, Temasol, in which TOTAL
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Refining & Marketing As of December
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Refined products The table below se
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capacity oil recycling plant in Fra
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In 2006, the principal market bench
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Base Chemicals TOTAL’s Base Chemi
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Specialties TOTAL’s Specialties s
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Investments Main investments made o
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Property, Plant and Equipment TOTAL
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Board of Directors Executive Commit
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Management Report of the Board of D
Page 65 and 66: Market environment 2006 2005 2004 E
Page 67 and 68: Upstream results Liquids and gas pr
Page 69 and 70: Downstream results For the full yea
Page 71 and 72: Liquidity and capital resources Lon
Page 73 and 74: Research and development Research a
Page 75 and 76: Trends and outlook Outlook Since th
Page 77 and 78: Risk Factors Market risks p. 76 •
Page 79 and 80: The Group has implemented strict po
Page 81 and 82: The non-current debt in dollars des
Page 83 and 84: Grande Paroisse An explosion occurr
Page 85 and 86: Myanmar Under the Belgian “univer
Page 87 and 88: Risk management Risk evaluations le
Page 89 and 90: TOTAL, like other major internation
Page 91 and 92: Insurance and risk management Organ
Page 93 and 94: Corporate Governance Board of Direc
Page 95 and 96: Daniel Bouton 56 years old. Inspect
Page 97 and 98: Bertrand Jacquillat 62 years old. A
Page 99 and 100: Michel Pébereau 64 years old. Hono
Page 101 and 102: Management General Management On Ma
Page 103 and 104: Corporate Governance Compensation o
Page 105 and 106: Pensions and other commitments (Art
Page 107 and 108: Within this framework, the Board’
Page 109 and 110: Members of the Audit Committee may
Page 111 and 112: Messrs. Bouton, Collomb, Desmarais,
Page 113 and 114: establishes and maintains procedure
Page 115: Employees, Share Ownership, Stock O
Page 119 and 120: TOTAL stock options Corporate Gover
Page 121 and 122: Corporate Governance Employees, Sha
Page 123 and 124: Corporate Governance Employees, Sha
Page 125 and 126: Restricted share plans as of Decemb
Page 127 and 128: TOTAL and its shareholders Listing
Page 129 and 130: Four-for-one stock split The Genera
Page 131 and 132: Information Summary TOTAL and its s
Page 133 and 134: Dividends Dividend policy In accord
Page 135 and 136: Share buybacks The General Meeting
Page 137 and 138: Summary table of transactions compl
Page 139 and 140: cancels and replaces the unused por
Page 141 and 142: which was approved by the French Co
Page 143 and 144: Shareholder structure Distribution
Page 145 and 146: Non-resident individual taxpayers e
Page 147 and 148: The Committee also worked on the co
Page 149 and 150: 2007 Calendar February 14 Results f
Page 151 and 152: Financial information Historical fi
Page 153 and 154: Additional information Financial in
Page 155 and 156: General information Share capital p
Page 157 and 158: Pursuant to this authorization, the
Page 159 and 160: Potential capital as of December 31
Page 161 and 162: General information Share capital J
Page 163 and 164: Directors’ Charter and Committees
Page 165 and 166: Other matters Employee incentives a
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Information on holdings General inf
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Statutory auditors’ report on the
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Consolidated statement of income TO
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Consolidated statement of cash flow
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On February 13, 2007, the Board of
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G. Earnings per share Earnings per
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equal to the market price. For unli
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The net periodic pension cost is re
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(iii) Portion of intangible assets
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A. Information by business segment
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Appendix 1 - Consolidated financial
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ADJUSTMENTS TO OPERATING INCOME 200
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In 2006, gains and losses on sales
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Property, plant and equipment prese
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14) Other non-current assets As of
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The variation of the weighted-avera
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18) Employee benefits obligations P
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The components of the net periodic
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20) Financial debt and related fina
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Impact on net income The amount of
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23) Commitments and contingencies A
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Other guarantees given Non-consolid
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25) Payroll and staff For the year
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The classification by strategy and
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B) Financial instruments related to
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29) Market risks Oil and gas market
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As a result of its policy for manag
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3) The Group has recorded provision
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 238 • Cha
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Changes in liquids reserves Appendi
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Changes in liquids and gas reserves
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Costs incurred in oil and gas prope
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Appendix 2 - Supplemental oil and g
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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(Free translation of a French langu
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Balance Sheet (TOTAL S.A.) Appendix
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Statement of changes in Shareholder
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2) Property, plant and equipment As
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6) Shareholders’ equity A) Common
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7) Contingency reserves As of Decem
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11) Translation adjustment The appl
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20) Commitments As of December 31 (
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TOTAL share purchase options plans
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Appendix 3 - TOTAL S.A. Parent comp
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List of marketable securities held
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Distribution of earnings 2006 Net d
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Social and environmental informatio
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AVERAGE COMPENSATION PER MONTH - TO
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Environment Pursuant to French law
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Consolidated financial information
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European Cross Reference List 10. C
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TOTAL S.A. Registered Office: 2, pl
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Registration document 2007 - Total.com

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