Registration Document 2005 - Total.com

6
TOTAL and its shareholders
Share buyback
Share buyback
The General Meeting of Shareholders of May 14, 2004 authorized
the Board of Directors to buy and sell the Company’s shares on
the market for a period of 18 months within the framework of the
stock buyback program contained in the Prospectus and approved
by the AMF under No. 04-235 on April 1, 2004. The maximum
purchase price was set at 250 euros per share and the minimum
sale price was 100 euros per share. The number of shares held or
acquired may not exceed 10% of the authorized share capital.
The General Meeting of Shareholders of May 17, 2005 authorized
the Board of Directors, after acknowledging the Report of the
Board of Directors and the information appearing in the Prospectus
approved by the AMF (under No. 05-247 on April 11, 2005), in
accordance with the provisions of Article L. 225-209 of the French
Commercial Code and of European Regulation 2273/2003 dated
December 22, 2003, concerning the application of Council Directive
2003/6/EC dated January 28, 2003, to buy and sell the Company’s
shares within the framework of the stock buyback program. The
maximum purchase price was set at 250 euros. The number of
shares acquired may not exceed 10% of the authorized share
capital. This authorization was granted for a period of eighteen
months and replaced the previous authorization granted by the
General Meeting of Shareholders of May 14, 2004.
A resolution will be submitted to the General Meeting of
Shareholders to be held May 12, 2006 to authorize trading in
TOTAL stock through a stock buyback program performed in
accordance with the provisions of Article L. 225-209 of the French
Commercial Code and of Council Regulation 2273/2003 dated
December 22, 2003, concerning the application of Council Directive
2003/6/EC dated January 28, 2003. The description of the
program is detailed from page 132 to page 134.
130 TOTAL - Registration Document 2005
Share buyback and share cancellation
continued in 2005
During 2005, TOTAL bought back 18.32 million shares of its own
shares, representing 2.8% of the capital *. Over the last 24 months,
40,949,500 TOTAL shares were cancelled,
representing 6.7% of the capital at December 31, 2005.
Percentage of the capital bought back *
5.0
3.0
4.6
3.5
2001 2002 2003 2004
2.8
2005
* Average capital of year N =(Capital as of December 31, N-1 + Capital as of
December 31, N)/ 2. For 2000, 2001 and 2002, excluding repurchases linked to
coverage of employees options plans. For 2005, excluding repurchases linked to the
grants of restricted stocks decided by the Board of Directors on July 19, 2005.
Share buyback program
Special report based on Article L.225-209 of the French
Commercial Code
Shares repurchased during 2005
In 2005, 7,620,000 shares of TOTAL stock were repurchased
under the authorization granted by the General Meeting of
Shareholders of May 14, 2004 and 10,698,500 TOTAL shares
were repurchased under the authorization granted by the General
Meeting of Shareholders of May 17, 2005.
Thus, 18,318,500 shares of TOTAL stock were repurchased in
2005 at an average price of 190.29 euros per share, for a total cost
of 3.486 billion euros:
•
17,744,500 TOTAL shares were repurchased at an average price
of 189.76 euros per share, for cancellation, for a total cost of
3.367 billion euros, of which 7,620,000 shares of TOTAL stock