Registration document 2007 - Total.com

5
Allocation of Elf Aquitaine share subscription options
Elf Aquitaine stock options of Executive Officers (Members of the Management Committee and the Treasurer as of
December 31, 2006) (a)
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.
This exchange ratio was adjusted on May 22, 2006, as described in note (c) to the table below as well as Note 24 to the consolidated
financial statements (see page 219).
Elf Aquitaine stock subscription plan 1999 Plan n°1
Exercise price, per Elf Aquitaine share, until May 23, 2006 (in euros) 115.60
Exercise price, per Elf Aquitaine share, from May 24, 2006 (in euros) (a) 114.76
Expiration date March 30, 2009
Options awarded 16,130
Options outstanding as of January 1, 2006 4,287
Options exercised in 2006 (1,356)
Adjustments for S.D.A. spin-off (b) 28
Options outstanding as of 2006 2,959
Corresponding number of TOTAL shares, as of
December 31, 2006, pursuant to the exchange guarantee (c) 17,754
(a) The exercise price for Elf Aquitaine options was adjusted to take into account the spin-off of S.D.A. (Société de Développement Arkema) by Elf Aquitaine. This adjustment consisted of
multiplying the exercise price by 0.992769, effective as of May 24, 2006.
(b) Adjustments approved by the Board of Elf Aquitaine on March 10, 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
this meeting as well as at the time of the shareholders’ meeting of Elf Aquitaine on May 10, 2006, related to the spin-off of S.D.A. The adjustments were made on May 22, 2006 and
became effective on May 24, 2006.
(c) To take into account the spin-off of S.D.A. by Elf Aquitaine, the spin-off of Arkema by TOTAL S.A. and the four-for-one TOTAL stock split, on March 14, 2006 the Board of TOTAL S.A.
approved an adjustment to the exchange ratio used under the exchange guarantee mentioned above (see page 22 of the Prospectus for the Listing of Arkema shares on Eurolist by
Euronext in connection with the distribution of Arkema shares to shareholders of TOTAL S.A.). This exchange ratio was adjusted to become six TOTAL shares per each Elf Aquitaine
share upon approval of the S.D.A. spin-off by the shareholders’ meeting of Elf Aquitaine on May 10, 2006 and of the Arkema spin-off as well as the four-for-one TOTAL stock split by the
shareholders’ meeting of TOTAL S.A. on May 12, 2006.
124
Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
TOTAL – Registration Document 2006