Registration document 2007 - Total.com

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of 3.97 B€, of which 24,068,636 shares of TOTAL stock were
repurchased under the authorization granted on May 17, 2005
and 51,856,364 TOTAL shares were repurchased under the
authorization granted on May 12, 2006, and;
• 2,295,684 TOTAL shares were repurchased at an average price
of 51.91 euros per share, within the framework of the
authorization granted on May 17, 2005, under restricted share
grants approved by the Board of Directors on July 18, 2006, for
a total cost of 0.12 B€.
Use of the stock purchase authorization of May 12, 2006
(approval in process)
Between May 12, 2006 and February 28, 2007, the Company
repurchased 55,252,048 TOTAL shares under the authorization
granted on May 12, 2006 by the General Meeting of
Shareholders, at an average price of 51.53 euros per share, for a
total cost of 2.85 B€:
• 52,956,364 TOTAL shares were repurchased at an average
price of 51.52 euros per share, for cancellation, for a total cost
of 2.73 B€, and;
• 2,295,684 TOTAL shares were purchased at an average price
of 51.91 euros per share under the restricted share grants
approved by the Board of Directors on July 18, 2006, for a total
cost of 0.12 B€.
Thus, at February 28, 2007, the Company held directly
28,353,158 TOTAL shares, representing 1.18% of the capital of
TOTAL S.A.. By law, these shares lack both voting rights and the
right to receive a dividend.
Including shares held by Group subsidiaries, the total number of
TOTAL shares held by the Group as of February 28, 2007 was
128,684,426, representing 5.38% of the capital of TOTAL S.A.,
comprised of 28,353,158 treasury shares, 22,661,474 shares
held to hedge call options, 4,591,684 shares to back the
restricted share grants, 1,100,000 shares to be cancelled and
100,331,268 shares held by subsidiaries.
Sales of shares during 2006
6,997,305 TOTAL shares, value 2.50 euros per share, were sold
in 2006 at an average price of 37,87 euros per share through
the exercise of TOTAL stock options granted under stock option
allocation plans approved by the Board of Directors on
March 17, 1998, June 15, 1999, July 11, 2000, July 10, 2001
and July 9, 2002, including:
• 705,279 TOTAL shares, par value 10 euros per share,
representing 2,821,116 TOTAL shares, par value 2.50 euros per
share, were sold between January and April 2006 at an average
price of 36.43 euros per share, par value 2.50 euros per share,
and;
• 4,176,189 TOTAL shares with, par value 2.50 euros per share,
were sold between May and December 2006 at an average
price of 38.85 euros per share, par value 2.50 euros per share.
134
TOTAL and its shareholders
Share buybacks
TOTAL – Registration Document 2006
Conditions for the purchase and use of derivative products
Between January 1, 2006 and February 28, 2007, the Company
has not used derivative products on the stock markets within the
framework of stock repurchase programs successively authorized
by the General Meeting of Shareholders of May 17, 2005, and
then by the General Meeting of Shareholders of May 12, 2006.
Moreover, all shares were repurchased on the market.
Cancellation of Company shares during 2005, 2006 and
2007
Using the authorization granted by the General Meeting of
Shareholders of May 7, 2002 to reduce the share capital by
up to 10% by canceling shares held by the Company during
a 24-month period, the Board of Directors of July 19 and of
November 3, 2005, with effect as of November 22, 2005, decided
to cancel respectively 13,527,578 shares, par value 10 euros
(54,110,312 shares, par value 2.50 euros per share), and
7,547,990 shares, par value 10 euros per share (30,191,960
shares, par value 2.50 euros per share), accounted for as longterm
securities in the parent company financial statements.
Under this authorization, the Board of Directors of July 18, 2006
and January 10, 2007 decided to cancel respectively 47,020,000
and 33,005,000 shares, par value 2.50 euros per share,
accounted for as long-term securities in the parent company
financial statements.
The authorization granted by the General Meeting of
Shareholders of May 7, 2002 will expire at the close of the
General Meeting of Shareholders held to approve the financial
statements for the year 2006. Consequently, the shareholders’
meeting of May 11, 2007 will be asked to approve the
authorization to reduce the capital by cancellation of treasury
shares or, shares that could be held after repurchases done
under the Article L 225-209 of the French Commercial Code.
Based on 2,392,762,953 shares outstanding as of January 10,
2007, and given the cancellations successively carried out on
July 19, 2005 (54,110,312 shares), November 22, 2005
(30,191,960 shares), July 18, 2006 (47,020,000 shares), and
January 10, 2007 (33,005,000 shares), the Company may cancel
a maximum of 74,949,023 shares before May 11, 2007.
Reallocations during fiscal year 2006, for other approved
purposes
Shares purchased by the Company under the authorization
granted by the General Meeting of Shareholders of May 12,
2006, or under previous authorizations, were not reallocated in
2006 to purposes other than those initially specified at the time of
purchase.