Registration document 2011 - tota - Total.com

11
306
TOTAL S.A.
Notes to the Statutory Financial Statements
6) Shareholders’ equity
A) Common shares
Share capital transactions are detailed as follows:
As of January 1, 2009 2,371,808,074
Shares issued in connection with: Exercise of TOTAL share subscription options 934,780
Exchange guarantee offered to the beneficiaries of Elf Aquitaine share subscription options 480,030
Cancellation of shares (a) (24,800,000)
As of January 1, 2010 2,348,422,884
Shares issued in connection with: Exercise of TOTAL share subscription options 1,218,047
As of January 1, 2011 2,349,640,931
Shares issued in connection with: Capital increase reserved for employees 8,902,717
Exercise of TOTAL share subscription options 5,223,665
As of December 31, 2011 (b) 2,363,767,313
(a) Decided by the Board of Directors on July 30, 2009.
(b) Including 109,554,173 treasury shares deducted from consolidated shareholders’ equity.
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.
TOTAL. Registration Document 2011
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.
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.