Registration Document 2005 - Total.com

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were repurchased under the authorization granted on May 14,
2004 and 10,124,500 TOTAL shares were repurchased under the
authorization granted on May 17, 2005, and
574,000 TOTAL shares were repurchased at an average price of
206.49 euros per share under restricted stock grants approved
by the Board of Directors on July 19, 2005, for a total cost of
0.12 billion euros.
Use of the stock purchase authorization of May 17, 2005
(approval in process)
Between May 17, 2005 and February 28, 2006, 13,563,500
TOTAL shares were repurchased under the authorization granted
on May 17, 2005 by the General Meeting of Shareholders, at
an average price of 204.71 euros per share, for a total cost of
2.78 billion euros:
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12,989,500 TOTAL shares were repurchased at an average price
of 204.63 euros per share, for cancellation, for a total cost of
2.66 billion euros, and
574,000 TOTAL shares were purchased at an average price
of 206.49 euros per share under the restricted stock grants
approved by the Board of Directors on July 19, 2005, for a total
cost of 0.12 billion euros.
Thus, at February 28, 2006, the Company held directly 11,657,001
TOTAL shares, representing 1.90% of the capital of TOTAL S.A.. By
law, these shares lack both voting rights and the right to receive a
dividend.
After including shares held by Group subsidiaries, the total number
of TOTAL shares held by the Group as of February 28, 2006 was
36,739,818, representing 5.97% of the capital of TOTAL S.A.,
comprised of 11,657,001 shares of own stock, including 7,193,001
shares held to hedge call options, 574,000 shares to back the
restricted stock grants, and 3,890,000 shares to be cancelled, as
well as 25,082,817 shares of treasury stock.
Sales of stocks during 2005
2,066,087 TOTAL shares were sold in 2005 at an average price
of 143.54 euros per share through the exercise of TOTAL stock
options granted under stock option allocation plans approved by
the Board of Directors on March 17, 1998, June 15, 1999, July 11,
2000, July 10, 2001 and July 9, 2002.
TOTAL and its shareholders
Share buyback
TOTAL - Registration Document 2005
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Conditions for the purchase and use of derivative products
Between January 1, 2005 and February 28, 2006, the Company
has not used derivative products on the stock markets within the
framework of stock repurchase programs successively authorized
by the General Meeting of Shareholders of May 14, 2004, and
then by the General Meeting of Shareholders of May 17, 2005.
Moreover, all shares were repurchased on the market.
Cancellation of Company shares during 2004 and 2005
Using the authorization granted by the General Meeting of
Shareholders of May 7, 2002 to reduce the share capital by up to
10% by canceling shares held by the Company during a 24-month
period, the Board of Directors on November 9, 2004 decided to
cancel 19,873,932 shares, accounted for as long-term securities
in the parent company financial statements, effective as of
November 20, 2004.
Under this authorization, the Board of Directors on July 19 and on
November 3, 2005, with effect as of November 22, 2005, decided
to cancel respectively 13,527,578 and 7,547,990 shares accounted
for as long-term securities in the parent company financial
statements.
The authorization granted by the General Meeting of Shareholders
of May 7, 2002 will expire at the close of the General Meeting of
Shareholders held to approve the financial statements for the year
2006.
At constant capital (615,116,296 shares as of December 31, 2005),
and given the cancellations successively carried out on
November 20, 2004 (19,873,932 shares), July 19, 2005
(13,527,578 shares), and November 22, 2005 (7,547,990 shares),
the Company may cancel a maximum of 20,562,129 shares by
November 21, 2006.
Reallocations during fiscal year 2005, for other approved
purposes
Stock purchased by the Company under the authorization granted
by the General Meeting of Shareholders of May 17, 2005, or under
previous authorizations, was not reallocated in fiscal year 2005 to
purposes other than those initially specified at the time of purchase.
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