Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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11<br />
TOTAL restricted share grants<br />
2005 Plan (a)(b) 2006 Plan (c)<br />
Date of Board of Directors meeting 07/19/2005 07/18/2006<br />
Number of restricted shares<br />
Outstanding as of January 1, 2005 - -<br />
Notified 2,280,520 -<br />
Cancelled (5,992) -<br />
Finally granted - -<br />
Outstanding as of January 1, 2006 2,274,528 -<br />
Notified - 2,275,364<br />
Cancelled (7,432) (3,068)<br />
Finally granted - -<br />
Outstanding as of December 31, 2006 2,267,096 2,272,296<br />
(a) Grants decided by the Board of Directors on July 19, 2005 pursuant to the authorization given by the Shareholders’ Meeting held on May 17, 2005. The grant of these shares, which<br />
have been bought back in 2005 by the Company on the market, will be<strong>com</strong>e final after a 2-year vesting period (acquisition of the right to restricted shares), on July 20, <strong>2007</strong>, subject to<br />
a performance condition. This condition states that the number of restricted shares finally granted will be based on the Return On Equity (“ROE”) of the Group. The ROE will be<br />
calculated on the consolidated accounts published by TOTAL and related to the fiscal year preceding the year of the final grant, in the present case fiscal 2006. Moreover, the transfer of<br />
the restricted shares, that might hence be finally granted, will not be permitted between the date of final grant and the end of a 2-year mandatory holding period, on July 20, 2009.<br />
(b) The number of granted restricted shares was adjusted following the four-for-one stock split on May 18, 2006.<br />
(c) Grants decided by the Board of Directors on July 18, 2006 pursuant to the authorization given by the Shareholders’ Meeting held on May 17, 2005. These shares bought back in 2006 by<br />
the <strong>com</strong>pany on the stock exchange market will definitely be granted to the beneficiaries after a 2-year vesting period, on July 19, 2008, subject to a performance condition. This<br />
condition states that the number of restricted shares finally granted will be based on the Return On Equity (“ROE”) of the Group. The ROE will be calculated on the consolidated<br />
accounts published by TOTAL and related to the fiscal year preceding the year of the final grant, in the present case fiscal <strong>2007</strong>. Moreover, the transfer of the restricted shares, that might<br />
hence be finally granted, will not be permitted between the date of final grant and the end of a 2-year mandatory holding period, on July 19, 2010.<br />
268<br />
Appendix 3 - TOTAL S.A.<br />
Parent <strong>com</strong>pany’s statutory financial statements<br />
Exchange guarantee granted to the holders of Elf<br />
Aquitaine share subscription options<br />
Pursuant to the public exchange offer for Elf Aquitaine shares<br />
which was made in 1999, the Company made a <strong>com</strong>mitment to<br />
guarantee the holders of Elf Aquitaine share subscription options,<br />
at the end of the period referred to in Article 163 bis C of the<br />
French Tax Code (CGI), and until the end of the period for the<br />
exercise of the options, the possibility to exchange their future Elf<br />
Aquitaine shares for TOTAL shares, on the basis of the exchange<br />
ratio of the offer (19 TOTAL shares for 13 Elf Aquitaine shares).<br />
To take into account the spin-off of S.D.A. (Société de<br />
Développement Arkema) by Elf Aquitaine, the spin-off of Arkema<br />
by TOTAL S.A. and the four-for-one stock split of the par value of<br />
TOTAL - <strong>Registration</strong> Document 2006<br />
the TOTAL share, the Board of directors of TOTAL S.A. held on<br />
March 14, 2006 decided, according to the conditions of the<br />
share exchange undertaking, to adjust the current parity in the<br />
guarantee of exchange mentioned above (see page 22 of the<br />
Prospectus for the listing of Arkema shares on Eurolist by<br />
Euronext in connection with the distribution of Arkema shares to<br />
shareholders of TOTAL S.A.). This parity of exchange was fitted<br />
on May 22, 2006 to 6 TOTAL shares for 1 Elf Aquitaine share<br />
further to the approvals by the Extraordinary and Ordinary<br />
shareholders’ meeting of Elf Aquitaine held on May 10, 2006 of<br />
the spin-off of S.D.A. by Elf Aquitaine, and of the Extraordinary<br />
and Ordinary shareholders’ meeting of TOTAL S.A. held on May<br />
12, 2006 of the spin-off of Arkema by TOTAL S.A. as well as the<br />
four-for-one stock split of the par value of the TOTAL share.