Registration document 2007 - Total.com

Appendix 1 – Consolidated financial statements
Notes to the consolidated financial statement
C) Exchange guarantee granted to the holders of Elf Aquitaine share subscription options
Pursuant to the public exchange offer for Elf Aquitaine shares which was made in 1999, the Group made a commitment to guarantee the
holders of Elf Aquitaine share subscription options, at the end of the period referred to in Article 163 bis C of the French Tax Code (CGI),
and until the end of the period for the exercise of the options, the possibility to exchange their future Elf Aquitaine shares for TOTAL
shares, on the basis of the exchange ratio of the offer (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 four-for-one TOTAL stock split, the Board of Directors of TOTAL S.A., in accordance with the terms of the share exchange
undertaking, decided on March 14, 2006 to adjust the exchange ratio described above (see pages 24 and 25 of the Prospectus for the
purpose of listing Arkema shares on Eurolist by Euronext in connection with the allocation of Arkema shares to TOTAL S.A. shareholders).
Following the approval by Elf Aquitaine Shareholder’s meeting on May 10, 2006 of the spin-off of S.D.A. by Elf Aquitaine, the approval by
TOTAL S.A. Shareholder’s meeting on May, 12 2006 of the spin-off of Arkema by TOTAL S.A. and the four-for-one TOTAL stock split, the
exchange ratio was adjusted to six TOTAL shares for one Elf Aquitaine on May 22, 2006.
As of December 31, 2006, a maximum of 193,150 Elf Aquitaine shares, either outstanding or to be created, were covered by this
guarantee, as follows:
ELF AQUITAINE SUBSCRIPTION PLAN (a) 1999 Plan n°1 1999 Plan n°2 Total
Exercise price until May 23, 2006 included (in euros) (b) 115.60 171.60
Exercise price since May 24, 2006 (in euros) (b) 114.76 170.36
Expiration date 03/30/2009 09/12/2009
Outstanding position as of December 31, 2006 180,932 6,044 186,976
Outstanding Elf Aquitaine shares covered by the exchange guarantee as
of December 31, 2006 6,174 - 6,174
Total of Elf Aquitaine shares, either outstanding or to be created,
covered by the exchange guarantee for TOTAL shares as of December 31, 2006 187,106 6,044 193,150
TOTAL shares likely to be created within the scope of the application of
the exchange guarantee as of December 31, 2006 1,122,636 36,264 1,158,900
(a) Adjustments of the number of options decided by the Board of Directors on March 10, 2006 in application of Articles 174-9, 174-12 and 174-13 of the Decree n°67-236 of March 23,
1967 in force on March 10, 2006 and during Elf Aquitaine Shareholders’ meeting on May 10, 2006 , as part of the spin-off of S.D.A. These adjustments have been made on May 22, 2006
with effect as of May 24, 2006.
(b) To take the spin-off of S.D.A. into account, the exercise prices of Elf Aquitaine subscription shares were adjusted by a factor which equals to 0.9992769 with effect on May 24, 2006.
Thus, as of December 31, 2006, at most 1,158,900 shares of the Group were likely to be created within the framework of the application
of this exchange guarantee.
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