Registration document 2011 - tota - Total.com

– delivered to the holders of securities that grant such rights
to receive such shares, either through redemption, conversion,
exchange, presentation of a warrant or in any other manner;
– used in any other manner that is consistent with the purpose
stated in this resolution.
While they are held by the Company, such shares will be deprived
of voting rights and dividend rights.
This authorization is granted for an 18-month period from the date
of this meeting.
The Board of Directors is hereby granted full authority, with the right
to delegate such authority, to undertake all actions necessary or
desirable to carry out the program or programs authorized by this
resolution. This resolution renders ineffective, up to unused portion,
the fifth resolution of the Shareholders’ Meeting held on
May 13, 2011.”
The Shareholders’ Meeting of May 11, 2007 had also authorized
the Board of Directors to reduce the capital by cancellation of
shares up to a maximum of 10% of the share capital over a period
of twenty-four months. As this authorization is valid until May 11, 2012
only, it is subject to the new approval of the TOTAL S.A.
Shareholders’ Meeting of May 11, 2012, through the twentieth
resolution, which reads as follows:
“Upon presentation of the report of the Board of Directors and
the auditors’ special report, and ruling under conditions for quorum
and majority required for extraordinary general meetings, the
shareholders hereby authorize the Board of Directors, in
accordance with Article L. 225-209 and following of the French
Commercial Code and Article L. 225-213 of the same Code,
to reduce the company’s capital on one or more occasions by
canceling shares that the Company holds within the legal limits.
The maximum number of shares that may be cancelled under this
authorization may not exceed 10% of the total number of shares
outstanding, during a 24-month period, with this limit applying
to a number of shares that will be adjusted, if necessary, to include
transactions affecting the share capital subsequent to this meeting.
The shareholders hereby grant all powers to the Board of Directors,
with the option to sub-delegate such powers under conditions
provided for by law, to carry out such capital reduction or
reductions based on its decisions alone, in 24-month periods and
within the limit of 10% of the total number of shares outstanding as
of the transaction date, to decide on the conditions of the capital
reduction operations and confirm their execution, and to apply
the difference between the buyback value of the securities and their
par value against any reserves or premiums, to amend the by-laws
accordingly, and to complete all necessary formalities related
thereto.
This authorization is granted for five years will no longer be valid
from the date of the Shareholders’ Meeting held to approve
the financial statements for the year ending December 31, 2016.”
3.3.3. Conditions
Maximum share capital to be purchased and maximum funds
allocated to the transaction
The maximum number of shares that may be purchased under
the authorization proposed to the Shareholders’ Meeting of
May 11, 2012, may not exceed 10% of the total number of shares
outstanding, with this limit applying to an amount of the Company’s
share capital that will be adjusted, if necessary, to include
transactions affecting the share capital subsequent to this meeting;
purchases made by the Company cannot in any case result in the
Company holding more than 10% of the share capital, either
directly or indirectly through subsidiaries.
Before any share cancellation under the authorization given by
the Shareholders’ Meeting of May 11, 2007, based on the number
of shares outstanding as of December 31, 2011 (2,363,767,313
shares), and given the 109,554,173 shares held by the Group
as of February 29, 2012, representing 4.63% of the share capital,
the maximum number of shares that may be purchased would
be 126,822,558 shares, representing a theoretical maximum
investment of €8,877,579,060 based on the maximum purchase
price of €70.
Conditions for buybacks
TOTAL and its shareholders
Share buybacks 6
Such shares may be bought back by any means on regulated
markets, multilateral trading facilities or over the counter, including
the purchase or sale of blocks of shares under the conditions
authorized by the relevant market authorities. Within this
framework, this includes using any financial derivative instrument
traded on a regulated market, or over the counter and
implementing option strategies, with the Company taking
measures, however, to avoid increasing the volatility of its stock.
The portion of the program realized through the purchase of blocks
of shares will not be subject to quota allocation, up to the limit
set by this resolution. These shares may be bought back at any
time in accordance with current regulation, except any public
offering periods applying to the Company’s share capital.
Duration and schedule of the share buyback program
In accordance with the fourth resolution, which will be subject
to approval of the Shareholders’ Meeting of May 11, 2012, the
share buyback program may be implemented over an 18-month
period following the date of this meeting, expiring therefore on
November 11, 2013.
Transactions carried out under the previous program
Transactions carried out under the previous program are listed
in the special report of the Board of Directors on share buybacks
(see paragraph 3.2 of this Chapter).
Registration Document 2011. TOTAL 149