Registration document 2007 - Total.com

6
Identification of the shareholders
In accordance with Article 9 of its bylaws, TOTAL is authorized,
to the extent permitted under applicable law, to identify the
holders of securities that grant immediate or future voting rights
at the Company’s shareholder meetings.
Legal thresholds
In addition to the legal obligation to inform the Company and the
French Autorité des marchés financiers within five business days
when thresholds representing 5%, 10%, 15%, 20%, 25%, 1/3,
50%, 2/3, 90% or 95% of total shares or voting rights are
crossed (Article L 233-7 of the French Commercial Code
amended by the French Law nº2005-842 of July 26, 2005), any
individual or entity who directly or indirectly acquires a
percentage of shares, voting rights or rights giving future access
to the capital of the Company which is equal to or greater than
1%, or a multiple of this percentage, is required to notify the
Company within 15 days by registered mail with return receipt
requested, and declare the number of securities held.
If holdings above these thresholds are not declared, any shares
held in excess of the threshold that required the declaration may
be deprived of voting rights at future shareholder meetings if, at
that meeting, the failure to make a declaration is noted and if one
or more shareholders holding collectively at least 3% of the
Company’s capital or voting rights so request at that meeting.
All individuals and entities are also required to notify the
Company in the form and within the time limits stated above
when their direct or indirect holdings fall below each of the
aforementioned thresholds.
Holdings greater than the legal thresholds
In accordance with Article L 233-13 of the French Commercial
Code, it is specified that only one shareholder, Compagnie
Nationale à Portefeuille (CNP) and Groupe Bruxelles Lambert
(GBL), acting together, hold 5% or more of the share capital of
TOTAL at the end of 2006 (1) .
Moreover, two known shareholders held 5% or more of the
voting rights of TOTAL as of the Meeting of Shareholders at the
end of 2006:
• CNP in conjunction with GBL, and
• the collective investment plan (Fonds commun de placement)
“TOTAL ACTIONNARIAT FRANCE”
On December 18, 2006, GBL declared (1) that following the
control, held jointly by the Power Corporation of Canada and
Frère-Bourgeois groups, of Pargesa Holding S.A. and GBL, it
implies, in accordance to the Article L 233-3 of the French
Commercial Code, CNP and its subsidiaries Kermadec acted
jointly with GBL regarding the participation of these companies in
TOTAL. As of December 15, 2006, CNP and GBL, acting
140
TOTAL and its shareholders
Shareholders
(1) AMF notice No. 206C2349 dated December 22, 2006.
TOTAL – Registration Document 2006
together, held 126,849,464 TOTAL shares, representing
126,942,644 voting rights, i.e. 5.23% of the capital and 5.07% of
the voting rights (on the basis of a total capital of 2,424,893,580
shares, representing 2,506,102,512 voting rights).
As far as the Company knows, the collective investment
plan (Fonds commun de placement) “TOTAL
ACTIONNARIAT FRANCE” holds 5.51% of voting rights and
2.83% of the capital at December 31, 2006.
Shareholders’ agreement
TOTAL has no knowledge of a shareholders’ agreement among
its shareholders.
Treasury shares
TOTAL shares held directly by the Company
The Company held directly 60,869,439 of its own shares on
December 31, 2006.
TOTAL shares held by Group Companies
At December 31, 2006, Total Nucléaire, a Group company
indirectly wholly-owned by TOTAL, held 2,023,672 TOTAL
shares. By law, these shares are deprived of voting rights.
At December 31, 2006, Financière Valorgest, Sogapar and
Fingestval, indirect subsidiaries of Elf Aquitaine, held 22,203,704,
4,104,000 and 71,999,892 TOTAL shares respectively,
representing a total of 98,307,596 TOTAL shares. By law, these
shares are also deprived of voting rights.
Thus, at December 31, 2006, the Company held 161,200,707
TOTAL shares, either directly or through its indirect subsidiaries,
which represented 6.65% of the share capital, as of this date.
See page 157 for additional information.
Shares held by members of the
administrative and management bodies
The corresponding information appears on pages 92 to 98,
and 114.
Employee participation in TOTAL shares
The corresponding information appears on page 113 to 114
and 163.