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