Registration Document 2005 - Total.com

6
Employee participation in TOTAL stock
Savings plans
TOTAL and its shareholders
Shareholders
The various Company savings plans (PEGT, PEC) and the Group
Savings plan (“Plan d’Épargne Groupe Actionnariat”-(PEG-A) linked
to the capital increase operations reserved for employees, give
the employees of French Group Companies belonging to these
saving plans access to several collective investment plans (Fonds
Communs de Placement), including a Fund invested in shares
Employees’ stake in the capital
The total number of TOTAL shares held by the employees as of December 31, 2005 is as follows:
TOTAL SHAREHOLDING - FRANCE 16,127,621
TOTAL SHAREHOLDING - INTERNATIONAL 3,173,219
PRIVATISATION No. 1 470,834
US employee funds 344,190
PetroFina Group Caisse Autonome 91,347
TOTAL registered shares from option exercises (PEE) 426,312
Total shares held by employee shareholders funds 20,633,523
Thus, as of December 31, 2005, the employees of the Group held, on the basis of the definition of employee shareholding stipulated in Article
L. 225-102 of the Commercial Code, 20,633,523 TOTAL shares, representing 3.35% of the Company’s share capital on that date.
Capital increase reserved for employees
The General Meeting of Shareholders held on May 17, 2005
delegated the Board of Directors the authority to undertake, in one
or several steps, and within a maximum of 26 months, a capital
increase reserved for the employees participating in a Savings Plan.
Pursuant to this delegation of authority, the number of shares to be
issued cannot exceed 1.5% of the capital stock on the day of the
meeting of the Board that decided on the issue. The capital stock
issued will be counted against the overall ceiling for the capital
increase that could be authorized under the same delegation of
authority granted by the General Meeting of Shareholders held
on May 17, 2005 to the Board when capital is increased through
ordinary share issues or through any marketable security linked to
the capital that maintains preferential subscription rights (4 billion
euros of par value). This delegation of authority cancelled and
replaced, for the unused part, the one granted by the Extraordinary
Shareholder’s Meeting of May 14, 2004.
Pursuant to this delegation of authority, the Board of Directors
decided on November 3, 2005 to proceed with a capital increase
of a maximum of three million Company shares reserved for TOTAL
employees, bearing dividends as of January 1, 2005, at a price of
166.60 euros per share.
In accordance with Article 14 of the AMF instruction No. 2005-11
as of December 13, 2005 regarding the information to be issued
138 TOTAL - Registration Document 2005
of the Company (“TOTAL ACTIONNARIAT FRANCE”). For the
employees of foreign companies, the capital increases reserved
for employees were conducted under PEG-A through the “TOTAL
ACTIONNARIAT INTERNATIONAL” Fund and the Caisse Autonome
of the PetroFina Group. In addition, U.S. employees participate
in these operations through ADSs and Italian employees may
participate by directly subscribing to new shares.
in case of a capital increase operation, TOTAL S.A. released on
January 27, 2006, on its website and on the website of the AMF,
a press release which specified the characteristics of the offering.
The offering was open to the employees of TOTAL S.A. and to the
employees of its French and foreign subsidiaries in which TOTAL
S.A. holds directly or indirectly more than 50% of the capital, who
are participants in the TOTAL Group Savings Plan (PEG-A) and for
whom local regulatory approval was obtained. The offering was also
open to former TOTAL S.A. and its French subsidiaries employees
who went into retirement. Subscription was open from February
6 through February 24, 2006, and resulted in the issuance of
2,785,330 new shares.
Early releases
Under French Law 2005-842 of July 26, 2005, 615 early releases
for employees of the French Group Companies were registered
between July 28 and December 31, 2005, for the amount of
512,000 euros, on the TOTAL ACTIONNARIAT FRANCE fund.
Stocks options and restricted share grants
The corresponding information appears on pages 114 to 121.