5 118 Corporate Governance Employees, Share Ownership, Stock Options and Restricted Share Grants TOTAL stock options as of December 31, 2006 1998 Plan 1999 Plan 2000 Plan 2001 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan <strong>Total</strong> Purchase Purchase Purchase Purchase Purchase Subscription Subscription Subscription Subscription Type of options options options options options options options options options options Date of the shareholders’ May 21, May 21, May 21, May 17, May 17, May 17, May 14, May 14, May 14, meeting 1997 1997 1997 2001 2001 2001 2004 2004 2004 Date of Board March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18 meeting Options awarded by the Board (before taking into account the four-for-one stock 1998 1999 2000 2001 2002 2003 2004 2005 2006 split (a) , of which: 955,000 1,499,767 2,425,645 2,693,375 2,870,850 2,935,306 3,365,630 1,526,120 5,727,240 • Executive directors (b) • Ten highest awards to 30,000 40,000 50,000 75,000 60,000 60,000 60,000 60,180 400,720 employees (c) Options awarded by the Board (after taking into account the four-for-one stock 111,000 172,000 138,000 166,000 176,500 175,000 204,000 184,000 633,000 split (a) ), of which: 3,820,000 5,999,068 9,702,580 10,773,500 11,483,400 11,741,224 13,462,520 6,104,480 5,727,240 78,814,012 • Executive directors (b) • Ten highest awards to 120,000 160,000 200,000 300,000 240,000 240,000 240,000 240,720 400,720 2,141,440 employees (c) 444,000 688,000 552,000 664,000 706,000 700,000 816,000 736,000 633,000 5,939,000 Date as of which options March 18, June 16, July 12, January 1, July 10, July 17, July 21, July 20, July 19, may be exercised 2003 2004 (d) 2004 (e) 2005 2004 2005 2006 <strong>2007</strong> 2008 Expiration date March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18, Initial exercise price 2006 <strong>2007</strong> 2008 2009 2010 2011 2012 2013 2014 (in euros) Exercise price until 93.76 113.00 162.70 168.20 158.30 133.20 159.40 198.90 - May 23, 2006 (in euros) (f) Exercise price from 23.44 28.25 40.68 42.05 39.58 33.30 39.85 49.73 - May 24, 2006 (in euros) (f) Number of options - 27.86 40.11 41.47 39.03 32.84 39.30 49.04 50.60 (a) : • Outstanding as of January 1, 2006 589,652 2,052,432 6,509,944 8,735,900 11,283,480 11,196,796 13,411,320 6,094,080 59,873,604 • Awarded in 2006 - - - - - - - 134,400 5,727,240 5,861,640 • Cancelled in 2006 (72,692) - (7,272) (h) • Adjustments related (15,971) (26,694) (22,200) (57,263) (43,003) (1,080) (246,175) to the Arkema spin-off (g) - 25,772 84,308 113,704 165,672 163,180 196,448 90,280 - 839,364 • Exercised in 2006 • Outstanding as of (516,960) (707,780) (1,658,475) (1,972,348) (2,141,742) (729,186) (120,133) - - (7,846,624) December 31, 2006 - 1,370,424 4,928,505 6,861,285 9,280,716 10,608,590 13,430,372 6,275,757 5,726,160 58,481,809 (a) The number of options awarded, outstanding, cancelled or exercised up to May 23, 2006 has been multiplied by four to take into account the four-for-one stock split approved by TOTAL’s shareholders’ meeting on May 12, 2006. (b) Options awarded to employees of the Group serving on the Board at the time of award. For the 2006 plan, options awarded to Messrs. Thierry Desmarest, Chairman and Chief Executive Officer of TOTAL S.A., Daniel Boeuf, the director representing employee shareholders, and Christophe de Margerie, director of TOTAL S.A. and President of the Exploration & Production division. (c) Employees of TOTAL S.A. and any <strong>com</strong>pany in the Group who were not executive directors of TOTAL S.A. at the time of award. (d) January 1, 2003 for employees under contract with a subsidiary incorporated outside of France. (e) January 1, 2004 for employees under contract with a subsidiary incorporated outside of France. (f) To take into account the four-for-one stock split, the exercise price of stock options has been divided by four. In addition, to take into account the Arkema spin-off, the exercise price of stock options was multiplied by an adjustment ratio of 0.986147, effective as of May 24, 2006. (g) Adjustments approved by the Board on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree n° 67-236 dated March 23, 1967 in effect at the time of the Board meeting as well as at the time of the shareholders’ meeting of TOTAL S.A. on May 12, 2006, related to the spin-off of Arkema. The adjustments were made on May 22, 2006 and became effective on May 24, 2006. (h) Taking into account the confirmation in 2006 of the award of 500 stock options (for underlying shares, par value 10 euros per share) that had been cancelled erroneously in 2001. TOTAL – <strong>Registration</strong> Document 2006
Corporate Governance Employees, Share Ownership, Stock Options and Restricted Share Grants TOTAL stock options awarded to executive officers (Management Committee and Treasurer as of December 31, 2006) 1998 Plan 1999 Plan 2000 Plan 2001 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan <strong>Total</strong> Purchase Purchase Purchase Purchase Purchase Subscription Subscription Subscription Subscription Type of options options options options options options options options options options Expiration date March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18, Initial exercise price 2006 <strong>2007</strong> 2008 2009 2010 2011 2012 2013 2014 (in euros) Exercise price until 93.76 113.00 162.70 168.20 158.30 133.20 159.40 198.90 - May 23, 2006 (in euros) (a) Exercise price from 23.44 28.25 40.68 42.05 39.58 33.30 39.85 49.73 - May 24, 2006 (in euros) (a) Options awarded by the Board (before taking into account the - 27.86 40.11 41.47 39.03 32.84 39.30 49.04 50.60 four-for-one stock split) (b) Options awarded by the Board (after taking into account the 106,700 183,000 215,000 269,550 280,300 307,276 369,000 326,360 1,438,920 four-for-one stock split) (b) Options outstanding 426,800 732,000 860,000 1,078,200 1,121,200 1,229,104 1,476,000 1,305,440 1,438,920 9,667,664 as of January 1, 2006 (b) Options exercised 67,448 247,076 540,000 1,056,200 1,121,200 1,102,592 1,476,000 1,305,440 - 6,915,956 up to May 23, 2006 (b) Adjustment related to (67,448) (59,000) (112,800) (327,200) - (23,680) - - - (590,128) the Arkema spin-off (c) Options awarded after - 2,664 6,048 10,300 15,820 15,228 20,796 18,400 - 89,256 May 24, 2006 Options exercised after - - - - - - - - 1,438,920 1,438,920 May 24, 2006 Options outstanding as - (8,918) (17,852) (100,272) (164,284) (205,216) - - - (496,542) of December 31, 2006 - 181,822 415,396 639,028 972,736 888,924 1,496,796 1,323,840 1,438,920 7,357,462 (a) To take into account the four-for-one stock split, the exercise price of stock options has been divided by four. In addition, to take into account the Arkema spin-off, the exercise price of stock options was multiplied by an adjustment ratio of 0.986147, effective as of May 24, 2006. (b) The number of options awarded, outstanding or exercised up to May 23, 2006 has been multiplied by four to take into account the four-for-one stock split approved by TOTAL’s shareholders’ meeting on May 12, 2006. (c) Adjustments approved by the Board on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree n° 67-236 dated March 23, 1967 in effect at the time of the Board meeting as well as at the time of the shareholders’ meeting of TOTAL S.A. on May 12, 2006, related to the spin-off of Arkema. The adjustments were made on May 22, 2006 and became effective on May 24, 2006. In 2006, Mr. Christophe de Margerie, a director of TOTAL S.A. and member of the Executive Committee, was awarded 160,000 options under the 2006 Plan and exercised 9,000 options, awarded under the 1998 Plan, for 9,000 underlying shares, par value 10 euros per share (after the stock split, 36,000 shares, par value 2.50 euros per share). Pursuant to the adjustments related to the Arkema spin-off, Mr. Christophe de Margerie was attributed an additional 9,876 options based on his options outstanding as of May 23, 2006. These options from the adjustment give rights, upon exercise, to a total of 9,876 shares, par value 2.50 euros per share. In 2006, Mr. Daniel Boeuf, the director of TOTAL S.A. representing employee shareholders, was awarded 720 options under the 2006 Plan and did not exercise any options. Pursuant to the adjustments related to the Arkema spin-off, Daniel Boeuf was attributed an additional 12 options related to the options he had been awarded under the 2005 Plan. These options from the adjustment give rights, upon exercise, to a total of 12 shares, par value 2.50 euros per share. Certain executive officers of TOTAL as of December 31, 2006 who were previously with the Elf Aquitaine group hold Elf Aquitaine options that, upon exercise, benefit from exchange rights for TOTAL shares based upon the exchange ratio used in the public tender offer of TOTAL for Elf Aquitaine in 1999 (see page 124). 5 TOTAL – <strong>Registration</strong> Document 2006 119
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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
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Market environment 2006 2005 2004 E
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Upstream results Liquids and gas pr
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- Page 79 and 80: The Group has implemented strict po
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- Page 95 and 96: Daniel Bouton 56 years old. Inspect
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- Page 159 and 160: Potential capital as of December 31
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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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Appendix 1 - Consolidated financial
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Appendix 1 - Consolidated financial
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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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Appendix 1 - Consolidated financial
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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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Appendix 1 - Consolidated financial
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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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Appendix 1 - Consolidated financial
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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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Appendix 1 - Consolidated financial
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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