Registration Document 2005 - Total.com

The holdings of the principal shareholders were established on the
basis of 615,116,296 shares corresponding to 628,934,441 voting
rights at December 31, 2005, 635,015,108 shares corresponding
to 636,067,350 voting rights at December 31, 2004 and
649,118,236 shares corresponding to 661,238,566 voting rights at
December 31, 2003.
Identification of the shareholders
In accordance with Article 9 of its bylaws, TOTAL is authorized, to
the extent permitted under applicable law, to identify the holders
of securities that grant immediate or future voting rights at the
Company’s shareholder meetings.
Legal thresholds
In addition to the legal obligation to inform the Company and the
French Autorité des marchés financiers within five business days
when thresholds representing 5%, 10%, 15%, 20%, 25%, 1/3,
50%, 2/3, 90% or 95% of total shares or voting rights are crossed
(Article L. 233-7 of the French Commercial Code amended by
the French Law nº2005-842 of July 26, 2005), any individual or
entity who directly or indirectly acquires a percentage of shares,
voting rights or rights giving future access to the capital of the
Company which is equal to or greater than 1%, or a multiple of this
percentage, is required to notify the Company within fifteen days
by registered mail with return receipt requested, and declare the
number of securities held.
If holdings above these thresholds are not declared, any shares
held in excess of the threshold that required the declaration may
be deprived of voting rights at future shareholder meetings if,
at that meeting, the failure to make a declaration is noted and if
one or more shareholders holding collectively at least 3% of the
Company’s capital or voting rights so request at that meeting.
All individuals and entities are also required to notify the Company in
the form and within the time limits stated above when their direct or
indirect holdings fall below each of the aforementioned thresholds.
Holdings greater than the legal thresholds
In accordance with Article L. 233-13 of the French Commercial
Code, it is specified that only one shareholder, Compagnie
Nationale à Portefeuille (CNP), holds 5% or more of the share
capital of TOTAL at the end of 2005 (1) .
Moreover, two shareholders held 5% or more of the voting rights of
TOTAL as of the Meeting of Shareholders at the end of 2005:
• Compagnie Nationale à Portefeuille (CNP) and
•
the Fonds Commun de Placement “TOTAL ACTIONNARIAT
FRANCE”
(1) AMF notice No. 206C0142 dated January 23, 2006.
(2) AMF notice No. 205C0240 dated February 14, 2005.
TOTAL - Registration Document 2005
6
On January 19, 2006, CNP declared, for legal reporting purposes,
that it had exceeded the threshold of 5% of the capital on
July 28, 2005, and that on that date, it held 5.02% of the capital
and 8.23% of the voting rights of the Company. (1) To the knowledge
of the Company, at December 31, 2005, CNP held 5.15% of the
Company’s shares and 8.29% of the voting rights. On
January 19, 2006, CNP declared an indirect participation of 5.15%
of the Company’s shares or 31,701,366 million TOTAL shares and
8.29% of the voting rights (1) .
In addition, the Company was advised that, on January 22, 2005,
the Fonds Commun de Placement “TOTAL ACTIONNARIAT
FRANCE” (5.10% of the voting rights and 2.62% of the capital at
December, 31, 2005) crossed the threshold of 5% of the voting
rights (2) .
Shareholders’ agreement
TOTAL has no knowledge of a shareholders’ agreement among its
shareholders.
Shares held by the Group
TOTAL and its shareholders
Shareholders
TOTAL shares held directly by the Company
The Company held directly 9,166,515 shares of TOTAL stock on
December 31, 2005.
TOTAL shares held by Group Companies
At December 31, 2005, Total Nucléaire, a Group company indirectly
controlled at 100% by TOTAL, held 505,918 TOTAL shares. By law,
these shares are deprived of voting rights.
At December 31, 2005, Financière Valorgest, Sogapar and
Fingestval, subsidiaries of Elf Aquitaine, held 5,550,926, 1,026,000
and 17,999,973 TOTAL shares, a total amount of 24,576,899
TOTAL shares. By law, these shares are deprived of voting rights.
Thus, at December 31, 2005, the Company held 34,249,332
TOTAL shares, either directly or through its indirect subsidiaries,
which represented 5.57% of the share capital, as of this date.
Shares held by members of the administrative
and management bodies
The corresponding information appears on pages 92 to 93,
and 113.
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