Registration document 2007 - Total.com

8
Share capital
154
General information
Share capital
Share capital as of December 31, 2006
6,064,419,882.5 euros, consisting of 2,425,767,953 fully paidup
shares.
Features of the shares
There is only one class of shares, par value 2.50 euros per
share, after the approval of the four-for-one stock split at the
May 12, 2006 Shareholders’ Meeting, subject to double voting
rights (see page 161). The shares are in bearer or registered form
at the shareholder’s discretion. The shares are in book-entry form
and registered in a security account.
Authorized share capital not issued as of
December 31, 2006
A table summarizing the currently valid authorizations to increase
capital which have been granted by the Shareholders’ Meeting
to the Board of Directors, and the uses made of those
delegations of authority in fiscal 2006, is provided on page 156.
• Delegation of authority to the Board of Directors to increase
the share capital by issuing new shares or other securities
granting immediate or future rights to the Company’s capital,
maintaining shareholders’ preemptive subscription rights, up
to a maximum nominal amount of 4 B€, against which the
following would be deducted:
(i) the total amount of capital increases through the issue of
new shares without preemptive subscription rights, these
issues being limited to an aggregate nominal amount of
1.8 B€; and
(ii) the nominal amount of capital increases reserved for
employees, these issues being limited to a maximum
amount equal to 1.5% of the outstanding share capital on
the date of the decision of the Board of Directors to
proceed with the issue.
Furthermore, the maximum nominal amount of all debt
securities giving rights to the capital of the Company may not
exceed 10 B€, or its equivalent value, on the date of the issue
(Shareholders’ Meeting of May 17, 2005–10 th , 11 th and 12 th
resolutions – delegations of authority valid for twenty-six
months).
Based on the November 3, 2005 use of the delegation of
authority for share capital increases reserved for employees, the
authorized share capital not issued as new shares under these
delegations of authority was 3.97 B€, representing 1,589 million
shares, as of December 31, 2006 (1) .
TOTAL – Registration Document 2006
• Delegation of authority to the Board of Directors to complete
capital increases reserved for employees participating in a
Company Savings Plan (Plan d’épargne d’entreprise – PEG),
up to a maximum amount equal to 1.5% of the outstanding
capital on the date of the decision of the Board of Directors to
proceed to the issue (Shareholders’ Meeting of May 17, 2005
–12 th resolution – delegation of authority valid for 26 months).
Based on the use of this delegation of authority on
November 3, 2005, the authorized capital not issued as new
shares in connection with a capital increase reserved for
employees participating in a Company Savings Plan under same
authorization was 63,112,998 euros, or 25,245,199 shares, par
value 2.50 euros per share, as of December 31, 2006 (1) .
• Authority to grant stock options for new or existing shares
reserved for TOTAL employees up to a maximum of 3% of
the share capital on the date of allocation (Shareholders’
Meeting of May 14, 2004 – 19 th resolution – authorization valid
for thirty-eight months). Pursuant to this authorization, and
after having taken into account the May 22, 2006 price and
number of share options adjustments, in accordance with the
legal provisions then in force and following the May 12, 2006
Shareholders’ Meeting’s decisions regarding the four-for-one
stock split of the par value of the TOTAL share and the spinoff
of Arkema, the Board of Directors granted 13,796,448
TOTAL stock options at its meeting of July 20, 2004,
6,322,280 TOTAL stock options at its meeting of
July 19, 2005 and 5,866,720 TOTAL stock options at its
meeting of July 18, 2006. Therefore, as of
December 31, 2006, 46,787,590 shares, par value 2.50 euros
per share, could still be issued pursuant to this authorization.
• Authority to grant restricted existing or new TOTAL stocks to
employees of the Group and to executives and officers, up to a
maximum of 1% of the share capital on the date of the meeting
of the Board of Directors that approves the restricted share
grants (Shareholders’ Meeting of May 17, 2005 – 13 th resolution
– authorization valid for 38 months).
• Restricted share grants will not become final until the
expiration of a minimum vesting period of two years, while the
minimum period required for beneficiaries to hold the shares
after vesting is set at two additional years, subject to
compliance with the conditions of the restricted share grants
defined by the Board of Directors that decides to make the
allotment. The capital increase, if any, resulting from the issue
of restricted share grants will be implemented through the
capitalization of issuance premiums, reserves or profits.
(1) The total number of subscriptions received in connection with the capital increase reserved for employees decided on November 3, 2005 reached 2,785,330 shares, par value 10 euros per
share, or 11,141,320 shares, par value 2.50 euros per share.