Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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Potential capital as of December 31, 2006<br />
Securities giving rights to TOTAL shares, through exercise or<br />
redemption, are:<br />
• 36,657,505 TOTAL stock options as of December 31, 2006,<br />
divided into 10,802,990 (1) options for the plan awarded by the<br />
Board of Directors at its meeting of July 16, 2003,<br />
13,665,515 (1) options for the plan awarded by the Board of<br />
Directors at its meeting of July 20, 2004, 6,322,280 (1) options<br />
for the plan awarded by the Board of Directors at its meeting<br />
of July 19, 2005, and 5,866,720 options for the plan awarded<br />
by the Board of Directors at its meeting of July 18, 2006;<br />
• existing Elf Aquitaine shares or shares to be created through<br />
the exercise of Elf Aquitaine stock options (not yet exercised<br />
on the last day of the public exchange offer launched by<br />
TOTAL in 1999); until the expiration of the stock options’<br />
exercise period (March 30, 2009 and September 12, 2009),<br />
these shares may be exchanged (under the guarantee given<br />
by the Company in the information notice pertaining to the<br />
counteroffer of September 22, 1999) for TOTAL shares on the<br />
basis of the offer exchange parity (i.e., 19 TOTAL shares for<br />
13 Elf Aquitaine shares). In order to take into account the<br />
spin-off of S.D.A. (Société de Développement Arkema) by Elf<br />
Aquitaine, the spin-off of Arkema by TOTAL S.A. and the fourfor-one<br />
TOTAL stock split, the Board of Directors of TOTAL<br />
Treasury Shares<br />
General information<br />
Share capital<br />
8<br />
S.A., in accordance with the terms of the share exchange<br />
undertaking, decided on March 14, 2006 to adjust the abovementioned<br />
exchange ratio (see pages 24 and 25 of the<br />
Prospectus for the purpose of listing Arkema shares on<br />
Eurolist by Euronext within the framework of the allocation of<br />
Arkema shares to TOTAL S.A. shareholders). Following the<br />
approval on May 10, 2006 by the Elf Aquitaine Shareholders’<br />
Meeting of the S.D.A.’s spin-off from Elf Aquitaine, and the<br />
approval on May 12, 2006 by the TOTAL S.A. Shareholders’<br />
Meeting of the Arkema’s spin-off from TOTAL S.A. and of the<br />
four-for-one TOTAL stock split, the exchange ratio was<br />
adjusted on May 22, 2006 to six TOTAL shares for one Elf<br />
Aquitaine share.<br />
As of December 31, 2006, 180,932 stock options and<br />
6,174 shares of Elf Aquitaine were eligible for this exchange<br />
guarantee which will expire on March 30, 2009. Moreover,<br />
6,044 stock options of Elf Aquitaine were also eligible for this<br />
exchange guarantee which will expire on September 12,<br />
2009. Therefore, as of December 31, 2006, 193,150 existing<br />
or future shares of Elf Aquitaine were eligible for this exchange<br />
guarantee, which entitles the holders to subscribe to a<br />
maximum of 1,158,900 TOTAL shares.<br />
(1) After considering 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<br />
Shareholders’ Meeting’s decisions about the four-for-one stock split of TOTAL and the spin-off of Arkema.<br />
As of December 31, 2006<br />
Percentage of capital held by TOTAL S.A. 2.51%<br />
Number of shares held in portfolio 60,869,439<br />
Book value of the portfolio (at purchase prices) (M€) 2,794<br />
Market value of the portfolio (M€) (a) 3,327<br />
Percentage of capital held by the entire Group (b) 6.65%<br />
Number of shares held in portfolio 161,200,707<br />
Book value of the portfolio (at purchase prices) (M€) 5,820<br />
Market value of the portfolio (M€) (a) 8,810<br />
(a) On the basis of a market price of 54.65 euros per share as of December 31, 2006.<br />
(b) TOTAL S.A., <strong>Total</strong> Nucléaire, Financière Valorgest, Sogapar and Fingestval.<br />
TOTAL – <strong>Registration</strong> Document 2006 157