Registration document 2011 - tota - Total.com

9 Consolidated
Financial Statements
Notes to the Consolidated Financial Statements
Capital increase reserved for Group employees
At the shareholders’ meeting held on May 21, 2010, the
shareholders delegated to the Board of Directors the authority
to increase the share capital of the Company in one or more
transactions and within a maximum period of 26 months from the
date of the meeting, by an amount not exceeding 1.5% of the
share capital outstanding on the date of the meeting of the Board
of Directors at which a decision to proceed with an issuance is
made reserving subscriptions for such issuance to the Group
employees participating in a company savings plan. It is being
specified that the amount of any such capital increase reserved for
Group employees was counted against the aggregate maximum
nominal amount of share capital increases authorized by the
shareholders’ meeting held on May 21, 2010 for issuing new
ordinary shares or other securities granting immediate or future
access to the Company’s share capital with preferential
subscription rights (€2.5 billion in nominal value).
Pursuant to this delegation of authorization, the Board of Directors,
during its October 28, 2010 meeting, decided to proceed with a
capital increase reserved for employees in 2011 within the limit
of 12 million shares with dividend rights as of January 1, 2010 and
delegated to the Chairman and Chief Executive Officer all powers
to determine the opening and closing of the subscription period
and the subscription price.
On March 14, 2011, the Chairman and Chief Executive Officer
decided that the subscription period would be set from
March 16, 2011 to April 1, 2011 included, and acknowledged that
the subscription price per ordinary share would be set at €34.80.
With respect to this capital increase, 8,902,717 TOTAL shares were
subscribed and created on April 28, 2011.
Share cancellation
Pursuant to the authorization granted by the shareholders’ meeting
held on May 11, 2007 authorizing reduction of capital by
cancellation of shares held by the Company within the limit of 10%
of the outstanding capital every 24 months, the Board of Directors
decided on July 30, 2009 to cancel 24,800,000 shares acquired
in 2008 at an average price of €49.28 per share.
Treasury shares
(TOTAL shares held by TOTAL S.A.)
As of December 31, 2011, TOTAL S.A. holds 9,222,905 of its own
shares, representing 0.39% of its share capital, detailed as follows:
– 6,712,528 shares allocated to TOTAL share grant plans for
Group employees;
– 2,510,377 shares intended to be allocated to new TOTAL share
purchase option plans or to new share grant plans.
These shares are deducted from the consolidated shareholders’
equity.
As of December 31, 2010, TOTAL S.A. held 12,156,411 of its own
shares, representing 0.52% of its share capital, detailed as follows:
– 6,012,460 shares allocated to TOTAL share grant plans for
Group employees;
– 6,143,951 shares intended to be allocated to new TOTAL share
purchase option plans or to new share grant plans.
These shares were deducted from the consolidated shareholders’
equity.
222 TOTAL. Registration Document 2011
As of December 31, 2009, TOTAL S.A. held 15,075,922 of its own
shares, representing 0.64% of its share capital, detailed as follows:
– 6,017,499 shares allocated to covering TOTAL share purchase
option plans for Group employees and executive officers;
– 5,799,400 shares allocated to TOTAL share grant plans for
Group employees; and
– 3,259,023 shares intended to be allocated to new TOTAL share
purchase option plans or to new share grant plans.
These shares were deducted from the consolidated shareholders’
equity.
TOTAL shares held by Group subsidiaries
As of December 31, 2011, 2010 and 2009, TOTAL S.A. held
indirectly through its subsidiaries 100,331,268 of its own shares,
representing 4.24% of its share capital as of December 31, 2011,
4.27% of its share capital as of December 31, 2010 and 4.27%
of its share capital as of December 31, 2009 detailed as follows:
– 2,023,672 shares held by a consolidated subsidiary, Total
Nucléaire, 100% indirectly controlled by TOTAL S.A.; and
– 98,307,596 shares held by subsidiaries of Elf Aquitaine
(Financière Valorgest, Sogapar and Fingestval), 100% indirectly
controlled by TOTAL S.A.
These shares are deducted from the consolidated shareholders’
equity.
Dividend
TOTAL S.A. paid on May 26, 2011 the balance of the dividend of
€1.14 per share for the 2010 fiscal year (the ex-dividend date was
May 23, 2011). In addition, TOTAL S.A. paid two quarterly interim
dividends for the fiscal year 2011:
– The first quarterly interim dividend of €0.57 per share for
the fiscal year 2011, decided by the Board of Directors on
April 28, 2011, was paid on September 22, 2011 (the ex-dividend
date was September 19, 2011);
– The second quarterly interim dividend of €0.57 per share for
the fiscal year 2011, decided by the Board of Directors on
July 28, 2011, was paid on December 22, 2011 (the ex-dividend
date was December 19, 2011).
The Board of Directors, during its October 27, 2011 meeting,
decided to set the third quarterly interim dividend for the fiscal
year 2011 at €0.57 per share. This interim dividend will be paid on
March 22, 2012 (the ex-dividend date will be March 19, 2012).
A resolution will be submitted at the shareholders’ meeting on
May 11, 2012 to pay a dividend of €2.28 per share for the 2011
fiscal year, i.e. a balance of €0.57 per share to be distributed after
deducting the three quarterly interim dividends of €0.57 per share
that will have already been paid.
Paid-in surplus
In accordance with French law, the paid-in surplus corresponds
to share premiums of the parent company which can be capitalized
or used to offset losses if the legal reserve has reached its minimum
required level. The amount of the paid-in surplus may also be
distributed subject to taxation unless the unrestricted reserves of
the parent company are distributed prior to this item.