Registration document 2007 - Total.com

cancels and replaces the unused portion of the authorization
given by the Mixed General Meeting of Shareholders of
May 11, 1999, sixteenth resolution, expires upon completion of
the General Meeting of Shareholders called to approve the
financial statements for the fiscal year ending December 31,
2006.”
As 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, the shareholders’ meeting of
May 11, 2007 will be asked to approve the authorization to
reduce the capital by cancellation of shares held by the Company
or that could be held after repurchases made under the Article
L 225-209 of the French Commercial Code.
Conditions
A. Maximum share of capital to be purchased and
maximum funds allocated to the transaction
The maximum number of shares that may be purchased under
the authorization proposed to the General Meeting of
Shareholders of May 11, 2007 may not exceed 10% of the total
number of shares comprising the capital stock, with this limit
applying to an amount of the Company’s capital that will be
adjusted, if necessary, to include transactions affecting the capital
stock subsequent to this meeting; purchases made by the
Company cannot in any case cause it to hold more than 10% of
the capital stock, either directly or indirectly through indirect
subsidiaries.
Before any share cancellation under the authorization given by
the General Meeting of Shareholders of May 7, 2002, based on
the number of shares comprising the capital stock as of February
28, 2007 (2,392,762,953 shares), and given the 128,684,426
shares held by the Group on February 28, 2007, representing
5.38% of the capital, the maximum number of shares that may
be purchased would be 110,591,869 shares, representing a
theoretical maximum investment of 8,294 M€ based on the
maximum purchase price of 75 euros.
TOTAL and its shareholders
Share buybacks
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B. Conditions for repurchase
Shares may be repurchased by any means on the market or over
the counter, including by purchasing blocks of shares. These
means include using any financial derivative instrument traded on
a regulated market or over the counter and implementing option
strategies under the conditions authorized by the competent
market authorities, with the Company taking care, however, not
to increase the volatility of its stock. The portion of the program
realized through the purchases of blocks of shares will not be
subject to quota allocation, up to the limit set by this resolution.
These shares may be repurchased at any time in accordance
with current regulation, except any public offering periods
applying to the Company’s capital.
C. Duration and schedule of the repurchase program
In accordance with the fifth resolution, which will be subject to
approval of the General Meeting of Shareholders of May 11,
2007, the stock repurchase program may be implemented over
an 18-month period following the date of this Meeting, expiring,
therefore, on November 11, 2008.
D. Transactions carried out under the previous program
Transactions carried out under the previous program are listed in
the special report of the Board of Directors on stock purchases
(see pages 133 to 135).
TOTAL – Registration Document 2006 137