Registration document 2007 - Total.com

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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.
Shareholder structure Distribution of shareholders by main category (excluding treasury shares) Estimate at December 31, 2006 excluding treasury shares % of capital Group employees (a) 4% Individual shareholders 10% Institutional shareholders 86% France 23% United Kingdom 15% Rest of Europe 21% North America 25% Rest of world 2% Employees (a) 4% 86% Institutional shareholders 10% Individual shareholders (a) Based on the definition of employee shareholding pursuant to Article L 125-102 of the French Commercial Code. The number of French individual TOTAL shareholders is estimated at approximately 570,000. Regulated agreements and related party transactions Regulated agreements The list of the regulated agreements covered by Articles L 225-39 and L 225-115 of the French Commercial Code, provided to the shareholders at the Company’s corporate offices, contains no agreement likely to have a significant impact on the Company’s financial situation. Specifically, no agreement links the Company to a shareholder holding a fraction greater than 10% of the Company’s voting rights. The special report of the statutory auditors of TOTAL S.A. on regulated agreements for fiscal year 2006 appears in Appendix 3, page 250. TOTAL and its shareholders Shareholders Distribution of shareholders by geographic region (excluding treasury shares) 6 Estimate at December 31, 2006 excluding treasury shares % of capital France 34% United Kingdom 15% Rest of Europe 23% North America 26% Rest of world 2% 26% North America 23% Rest of Europe Rest of world 2% 15% United Kingdom France 34% Related party transactions Details of transactions with related entities as required by the regulations adopted under (EC) regulation No. 1606/2002, entered into by the Group Companies during fiscal years 2004, 2005 or 2006, appears in note 28 to the consolidated financial statement (page 226). These transactions primarily concern equity affiliates and non-consolidated companies over which TOTAL exercises considerable influence. TOTAL – Registration Document 2006 141
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Registration Document 2006
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Registration Document 2006 This is
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Key figures Selected financial info
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116,842 Key figures Operating and m
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Refined product sales including Tra
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Business overview History and strat
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Upstream TOTAL’s Upstream segment
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Exploration & Production Exploratio
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Production For the full year 2006,
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Presentation of production activiti
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Europe Business overview Exploratio
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Africa TOTAL has been present in Af
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this zone through its subsidiaries
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North America Since 2004, TOTAL has
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Trinidad & Tobago TOTAL holds a 30%
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TOTAL also has a 50% interest in th
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Europe TOTAL’s production in Euro
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K6-GT platform, in anticipation of
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The Group also holds a 20% interest
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Gas & Power The Gas & Power divisio
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Asia Pacific The Hazira re-gasifica
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In Morocco, Temasol, in which TOTAL
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Refining & Marketing As of December
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Refined products The table below se
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capacity oil recycling plant in Fra
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In 2006, the principal market bench
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Base Chemicals TOTAL’s Base Chemi
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Specialties TOTAL’s Specialties s
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Investments Main investments made o
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Property, Plant and Equipment TOTAL
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Board of Directors Executive Commit
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Management Report of the Board of D
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Market environment 2006 2005 2004 E
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Upstream results Liquids and gas pr
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Downstream results For the full yea
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Liquidity and capital resources Lon
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Research and development Research a
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Trends and outlook Outlook Since th
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Risk Factors Market risks p. 76 •
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The Group has implemented strict po
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The non-current debt in dollars des
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Grande Paroisse An explosion occurr
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Myanmar Under the Belgian “univer
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Risk management Risk evaluations le
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TOTAL, like other major internation
Page 91 and 92: Insurance and risk management Organ
Page 93 and 94: Corporate Governance Board of Direc
Page 95 and 96: Daniel Bouton 56 years old. Inspect
Page 97 and 98: Bertrand Jacquillat 62 years old. A
Page 99 and 100: Michel Pébereau 64 years old. Hono
Page 101 and 102: Management General Management On Ma
Page 103 and 104: Corporate Governance Compensation o
Page 105 and 106: Pensions and other commitments (Art
Page 107 and 108: Within this framework, the Board’
Page 109 and 110: Members of the Audit Committee may
Page 111 and 112: Messrs. Bouton, Collomb, Desmarais,
Page 113 and 114: establishes and maintains procedure
Page 115 and 116: Employees, Share Ownership, Stock O
Page 117 and 118: Corporate Governance Employees, Sha
Page 119 and 120: TOTAL stock options Corporate Gover
Page 125 and 126: Restricted share plans as of Decemb
Page 127 and 128: TOTAL and its shareholders Listing
Page 129 and 130: Four-for-one stock split The Genera
Page 131 and 132: Information Summary TOTAL and its s
Page 133 and 134: Dividends Dividend policy In accord
Page 135 and 136: Share buybacks The General Meeting
Page 137 and 138: Summary table of transactions compl
Page 139 and 140: cancels and replaces the unused por
Page 141: which was approved by the French Co
Page 145 and 146: Non-resident individual taxpayers e
Page 147 and 148: The Committee also worked on the co
Page 149 and 150: 2007 Calendar February 14 Results f
Page 151 and 152: Financial information Historical fi
Page 153 and 154: Additional information Financial in
Page 155 and 156: General information Share capital p
Page 157 and 158: Pursuant to this authorization, the
Page 159 and 160: Potential capital as of December 31
Page 161 and 162: General information Share capital J
Page 163 and 164: Directors’ Charter and Committees
Page 165 and 166: Other matters Employee incentives a
Page 167 and 168: Information on holdings General inf
Page 169 and 170: Statutory auditors’ report on the
Page 171 and 172: Consolidated statement of income TO
Page 173 and 174: Consolidated statement of cash flow
Page 175 and 176: On February 13, 2007, the Board of
Page 177 and 178: G. Earnings per share Earnings per
Page 179 and 180: equal to the market price. For unli
Page 181 and 182: The net periodic pension cost is re
Page 183 and 184: (iii) Portion of intangible assets
Page 185 and 186: A. Information by business segment
Page 187 and 188: Appendix 1 - Consolidated financial
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Appendix 1 - Consolidated financial
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ADJUSTMENTS TO OPERATING INCOME 200
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In 2006, gains and losses on sales
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Property, plant and equipment prese
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14) Other non-current assets As of
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The variation of the weighted-avera
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18) Employee benefits obligations P
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The components of the net periodic
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20) Financial debt and related fina
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Impact on net income The amount of
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23) Commitments and contingencies A
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Other guarantees given Non-consolid
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25) Payroll and staff For the year
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The classification by strategy and
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B) Financial instruments related to
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29) Market risks Oil and gas market
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As a result of its policy for manag
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3) The Group has recorded provision
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 238 • Cha
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Changes in liquids reserves Appendi
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Changes in liquids and gas reserves
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Costs incurred in oil and gas prope
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Appendix 2 - Supplemental oil and g
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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(Free translation of a French langu
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Balance Sheet (TOTAL S.A.) Appendix
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Statement of changes in Shareholder
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2) Property, plant and equipment As
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6) Shareholders’ equity A) Common
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7) Contingency reserves As of Decem
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11) Translation adjustment The appl
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20) Commitments As of December 31 (
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TOTAL share purchase options plans
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Appendix 3 - TOTAL S.A. Parent comp
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List of marketable securities held
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Distribution of earnings 2006 Net d
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Social and environmental informatio
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AVERAGE COMPENSATION PER MONTH - TO
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Environment Pursuant to French law
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Consolidated financial information
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European Cross Reference List 10. C
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TOTAL S.A. Registered Office: 2, pl
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Registration document 2007 - Total.com

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