Registration document 2007 - Total.com

11
TOTAL restricted share grants
2005 Plan (a)(b) 2006 Plan (c)
Date of Board of Directors meeting 07/19/2005 07/18/2006
Number of restricted shares
Outstanding as of January 1, 2005 - -
Notified 2,280,520 -
Cancelled (5,992) -
Finally granted - -
Outstanding as of January 1, 2006 2,274,528 -
Notified - 2,275,364
Cancelled (7,432) (3,068)
Finally granted - -
Outstanding as of December 31, 2006 2,267,096 2,272,296
(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
have been bought back in 2005 by the Company on the market, will become final after a 2-year vesting period (acquisition of the right to restricted shares), on July 20, 2007, subject to
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
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
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.
(b) The number of granted restricted shares was adjusted following the four-for-one stock split on May 18, 2006.
(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
the company 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
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
accounts published by TOTAL and related to the fiscal year preceding the year of the final grant, in the present case fiscal 2007. Moreover, the transfer of 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 19, 2010.
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Appendix 3 - TOTAL S.A.
Parent company’s statutory financial statements
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 Company 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).
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 stock split of the par value of
TOTAL - Registration Document 2006
the TOTAL share, the Board of directors of TOTAL S.A. held on
March 14, 2006 decided, according to the conditions of the
share exchange undertaking, to adjust the current parity in the
guarantee of exchange mentioned above (see page 22 of the
Prospectus for the listing of Arkema shares on Eurolist by
Euronext in connection with the distribution of Arkema shares to
shareholders of TOTAL S.A.). This parity of exchange was fitted
on May 22, 2006 to 6 TOTAL shares for 1 Elf Aquitaine share
further to the approvals by the Extraordinary and Ordinary
shareholders’ meeting of Elf Aquitaine held on May 10, 2006 of
the spin-off of S.D.A. by Elf Aquitaine, and of the Extraordinary
and Ordinary shareholders’ meeting of TOTAL S.A. held on May
12, 2006 of the spin-off of Arkema by TOTAL S.A. as well as the
four-for-one stock split of the par value of the TOTAL share.