Registration document 2007 - Total.com

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General information
Articles of incorporation and bylaws; Other information
Amending shareholders’ rights
Any amendment to the bylaws must be approved or authorized
by the Shareholders’ Meeting voting with the quorum and
majority required by the laws and regulations governing
Extraordinary Shareholders’ Meetings.
Shareholders’ meetings
Notices of meeting
Shareholders’ meetings are convened and deliberate under the
conditions provided for by law.
Admission to meetings
Provisions applicable until December 31, 2006: To attend or be
represented at shareholders’ meetings, holders of bearer shares
or shares registered in an account not maintained by the
Company (“street name” registration) must file a certificate
prepared by their financial intermediary certifying to the nontransferability
of the shares until the Meeting day, at the locations
indicated in the Notice of Meeting and no later than one day
before the date of the Shareholders’ Meeting.
Effective as of January 1, 2007 (1) , participation in any form to
general meetings is subject to registration or record of
participating shares. Shares must either be held in the registered
account maintained by the Company (or its securities agent) or
recorded in bearer form in a shares account maintained by a
financial intermediary. Proof of this registration or record is
obtained under a certificate of participation (attestation de
participation) delivered to the shareholder. This registration or
recording of the shares must be effective no later than a “record
date” at 0:00 a.m. (Paris Time) three business days before the
date of the shareholders’ general meeting. If, after having
received such a certificate, shares are sold or transferred prior to
this record date, the certificate of participation will be cancelled
and votes sent by mail or proxies granted to the Company for
such shares will be cancelled accordingly. If shares are sold or
transferred after this record date, the certificate of participation
will remain valid and votes cast or proxies granted will be taken
into account.
These provisions are mandatory under French law and the
Company is required to apply them. Consequently, an
amendment to harmonize the Articles of Association of
TOTAL S.A. with these new provisions is included in the agenda
of the shareholders' meeting of May 11, 2007.
(1) Article 136 of French decree No. 67-236, as amended by the French decree No. 2006-1566 of December 11, 2006.
TOTAL – Registration Document 2006
Thresholds to be declared according to the
bylaws
Any person, whether an individual or a legal entity, who comes to
hold, directly or indirectly, a percentage of capital, voting rights or
securities giving future rights to capital, which is equal to or
greater than 1%, or any multiple of 1%, is required to inform the
Company and must also notify the Company if their direct or
indirect interest drops below these percentages.
Changes in the share capital
The Company’s share capital may be modified only under the
conditions stipulated by the legal and regulatory provisions in
force. No provisions of the bylaws, a charter, or internal
regulations shall stipulate conditions stricter than the law
governing changes in the Company’s share capital.