Registration document 2007 - Total.com

Information on holdings
General information
As of December 31, 2006:
• 614 companies were fully consolidated, 13 were proportionately
consolidated and 91 were accounted for using the equity
method;
• TOTAL S.A.’s scope of accounting consolidation includes all
companies in which the Company holds a direct or indirect
interest, the book value of which on that date is at least equal
to 10% of the amount of TOTAL S.A.’s equity or of the
consolidated net assets of the Group, or which has generated
at least 10% of the TOTAL S.A.’s net income or of the Group’s
consolidated net income during the last year.
A list of the principal companies consolidated by TOTAL S.A. is
provided in a summary table in note 33 to the consolidated
financial statements (pages 234 and 235).
Shareholders’ agreement concerning
Sanofi-Aventis (1)
A shareholders’ agreement (2) was signed by Elf Aquitaine and
L’Oréal on April 9, 1999 for an initial term of six years
commencing December 2, 1998, which ended on
December 2, 2004. It was renewable by tacit agreement and,
after the sixth year, either party had the option to terminate the
agreement at any time, provided they gave notice one year in
advance. The agreement was amended on November 24, 2003 (3) .
The amendment stated that TOTAL S.A. would henceforth be
party to the agreement, that the agreement would terminate on
December 2, 2004, and that the parties would not act together in
relation to Sanofi-Synthélabo after that date.
On June 6, 2005, in AMF notice No. 205C1014, TOTAL S.A.
declared that it held less than 20% of the voting rights in Sanofi-
Aventis, that is 12.79% of Sanofi-Aventis share capital and
19.58% of the voting rights, following the dissolution of the
company Valorisation et Gestion Financière on May 29, 2005,
which resulted in a loss of double voting rights. In the same
notice, TOTAL S.A. noted that it was no longer acting together
with L’Oréal, in relation to Sanofi-Synthélabo, since the expiration
on December 2, 2004 of the agreement signed on April 9, 1999
between TOTAL S.A. and L’Oréal.
(1) Sanofi-Synthélabo became Sanofi-Aventis on August 20, 2004 following the merger between Aventis and Sanofi-Synthélabo.
(2) Prospectus approved by the French Commission des opérations de Bourse (COB) on April 15, 1999 under No. 99-399.
(3) AMF Notice No. 203C2012 of November 28, 2003.
In 2006, TOTAL’s stake, held indirectly through its 99.48%
subsidiary Elf Aquitaine, was changed from 12.74% of the stock
and 19.58% of the voting rights of Sanofi-Aventis (or
178,476,513 shares for 319,968,848 voting rights as of
December 31, 2005) to 13.13% of the stock and 19.21% of the
voting rights (or 178,476,513 shares for 319,968,848 voting
rights) as of December 31, 2006.
For a description of Sanofi-Aventis, please consult information
released by that company.
TOTAL’s holdings in CEPSA
General information
Information on holdings
TOTAL has been a shareholder in the Spanish oil and gas
company CEPSA since 1990. The other main shareholders of
CEPSA are Santander Central Hispano S.A. (SCH), Unión Fenosa
and International Petroleum Investment Company.
In March 2006, the Netherlands Arbitration Institute at The Hague
settled the dispute between TOTAL and SCH.
In August 2006, TOTAL and SCH signed an agreement in order
to implement this arbitration award, thus enabling TOTAL to hold
directly 7.51% of CEPSA’s stock that it used to hold indirectly
through the holding entity Somaen Dos, and the shareholders’
agreements between TOTAL and SCH regarding CEPSA were
terminated.
Furthermore, following the authorization of the European
Commission in October 2006, SCH sold to TOTAL 4.35% of
CEPSA’s shares at a price of 4.54 euros per share, representing
an aggregate amount of approximately 53 M€, also to implement
the aforementioned arbitration award.
Finally, the Comisión Nacional del Mercado de Valores
(CNMV – the Spanish stock market authority) confirmed that
these operations do not trigger the compulsory launch by TOTAL
of a tender offer for CEPSA.
As of December 31, 2006, TOTAL held 48.83% of CEPSA’s
capital through its 99.48% owned subsidiary Elf Aquitaine.
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TOTAL – Registration Document 2006 165