Registration document 2007 - Total.com

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