Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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The variation of the weighted-average number of diluted shares used in the calculation of earnings per share is detailed as follows:<br />
Number of shares as of January 1, 2006 (a) 2,460,465,184<br />
Number of shares issued during the year (pro rated)<br />
Exercise of TOTAL share subscription options 304,461<br />
Exercise of TOTAL share purchase options 3,756,803<br />
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options 169,146<br />
Capital increase reserved for employees 9,284,433<br />
TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders’ equity (180,916,837)<br />
Weighted-average number of shares 2,293,063,190<br />
Dilutive effect<br />
TOTAL share subscription and purchase options 14,758,984<br />
TOTAL restricted shares 3,218,410<br />
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options 833,908<br />
Capital increase reserved for employees 430,160<br />
Weighted-average number of diluted shares 2,312,304,652<br />
(a) Historical figures have been recalculated to reflect the four-for-one stock split of May 18, 2006.<br />
Capital increase reserved for Group employees<br />
At the Shareholders’ Meeting held on May 17, 2005, the<br />
shareholders delegated to the Board of Directors the authority to<br />
increase the share capital of the Company in one or more<br />
transactions and within a maximum period of twenty-six months<br />
from the date of the Meeting, by an amount not exceeding 1.5%<br />
of the share capital outstanding on the date of the meeting of the<br />
Board of Directors at which a decision to proceed with an<br />
issuance is made reserving subscriptions for such issuance to<br />
the Group employees participating in a <strong>com</strong>pany savings plan. It<br />
is being specified that the amount of any such capital increase<br />
reserved for Group employees will be counted against the<br />
aggregate maximum nominal amount of share capital increases<br />
authorized by the Shareholders’ Meeting held on May 17, 2005<br />
for issuing new ordinary shares or other securities granting<br />
immediate or future access to the Company’s share capital with<br />
preferential subscription rights (4 B€ in nominal).<br />
Pursuant to this delegation of authorization, the Board of<br />
Directors, during its November 3, 2005 meeting, implemented a<br />
first capital increase reserved for employees within the limit of<br />
3 million shares, par value 10 euros (or 12 million shares, par<br />
value 2.50 euros), at a price of 166.60 euros per share, par value<br />
10 euros (or 41.65 euros per share par value 2.50 euros), with<br />
dividend rights as of the January 1, 2005. The subscription<br />
period ran from February 6, 2006, to February 24, 2006.<br />
2,785,330 shares, par value 10 euros (or 11,141,320 shares, par<br />
value 2.50 euros), have been subscribed within the framework of<br />
this capital increase.<br />
Share cancellation<br />
Pursuant to the authorization granted by the Shareholders’<br />
Meeting held on May 7, 2002 authorizing reduction of capital by<br />
cancellation of shares held by the Company within the limit of<br />
10% of the outstanding capital every 24 months, the Board of<br />
Appendix 1 – Consolidated financial statements<br />
Notes to the consolidated financial statement<br />
9<br />
Directors decided on July 18, 2006 to cancel 47,020,000 shares,<br />
par value 2.50 euros, at an average price of 52.31 euros per<br />
share.<br />
Treasury shares (TOTAL shares held by TOTAL S.A.)<br />
As of December 31, 2006, TOTAL S.A held 60,869,439 of its<br />
own shares, representing 2.51% of its share capital, detailed as<br />
follows:<br />
• 23,272,755 shares allocated to covering TOTAL share<br />
purchase option plans for Group employees;<br />
• 4,591,684 shares allocated to TOTAL restricted shares plans<br />
for Group employees;<br />
• 33,005,000 shares purchased for cancellation between July<br />
and December 2006 pursuant to the authorization granted by<br />
the Shareholders’ Meeting held on May 12, 2006. The Board<br />
of Directors held on January 10, <strong>2007</strong> decided to cancel<br />
these 33,005,000 shares at an average price of 52.52 euros<br />
per share.<br />
These shares are deducted from the consolidated shareholders’<br />
equity.<br />
TOTAL shares held by the Group subsidiaries<br />
As of December 31, 2006, TOTAL S.A. held indirectly through its<br />
subsidiaries 100,331,268 of its own shares, representing 4.14%<br />
of its share capital, detailed as follows:<br />
• 2,023,672 shares held by a consolidated subsidiary, <strong>Total</strong><br />
Nucléaire, 100% indirectly controlled by TOTAL S.A.;<br />
TOTAL – <strong>Registration</strong> Document 2006 203