Registration Document 2005 - Total.com

More documents

Recommendations

Info

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.
Shareholders Estimate of capital distribution excluding intra-Group holdings Estimate at December 31, 2005 excluding intra-Group holdings % of capital Group employees (1) 4% Individual shareholders 9% Institutional shareholders 87% France 21% United Kingdom 18% Rest of Europe 24% North America 22% Rest of the world 2% (1) Based on the definition of employee shareholding pursuant to article L. 225-102 of the French Commercial Code. A capital increase reserved for employees was held over the period from February 6, 2006 to February 24, 2006. Group Employees 4% 9% 87% Institutional Shareholders Individual Shareholders The number of individual TOTAL shareholders is approximately 520,000. Regulated agreements and related party transactions Regulated agreements The list of regulated agreements covered by Articles L. 225-39 and L. 225-115 of the French Commercial Code, provided to the shareholders at Company headquarters, contains no agreement likely to have a significant impact on the Company’s financial situation. Specifically, no agreement links the Company to a shareholder holding a fraction greater than 10% of the Company’s voting rights. The special report of the TOTAL S.A. statutory auditors on regulated agreements for fiscal year 2005 appears in Appendix 3, page 244. Distribution of shareholders by geographic region, excluding intra-Group holdings TOTAL - Registration Document 2005 6 Estimate at December 31, 2005 excluding intra-Group holdings % of capital France 33% United Kingdom 18% Rest of Europe 24% North America 23% Rest of the world 2% North America 23% 24% Rest of Europe Related party transactions TOTAL and its shareholders Shareholders Rest of the world 2% 33% France 18% United Kingdom A detail of transactions with related entities as required by the regulations adopted under (EC) regulation No. 1606/2002, entered into by Group Companies during fiscal years 2003, 2004, or 2005 appears in note 29 to the consolidated financial statements pursuant to regulation IAS 24 (page 217). These transactions primarily concern Companies outside the Group, in the capital of which TOTAL holds a significant influence and which are therefore included in the Group’s consolidation structure by means of the equity method. 139
Page 1 and 2:
Registration Document 2005
Page 3 and 4:
Registration Document 2005 This is
Page 5 and 6:
Key figures Selected financial info
Page 7 and 8:
104,652 2003 French GAAP Sales (M
Page 9 and 10:
DOWNSTREAM Refined product sales (k
Page 11 and 12:
Business overview History and strat
Page 13 and 14:
Upstream TOTAL’s Upstream segment
Page 15 and 16:
Exploration & Production Exploratio
Page 17 and 18:
Production TOTAL’s average daily
Page 19 and 20:
Presentation of production activiti
Page 21 and 22:
Europe Year of entry into the count
Page 23 and 24:
Africa TOTAL has been present in Af
Page 25 and 26:
Libya The Group’s share of produc
Page 27 and 28:
North America The Group’s presenc
Page 29 and 30:
On the Yucal Placer field, the init
Page 31 and 32:
Commonwealth of Independent States
Page 33 and 34:
The Netherlands TOTAL is the second
Page 35 and 36:
Kuwait Since 1997, the Group has pr
Page 37 and 38:
Gas & Power The Gas & Power sector
Page 39 and 40:
Middle East In Qatar, negotiations
Page 41 and 42:
TOTAL is pursuing decentralized rur
Page 43 and 44:
Refining & Marketing On December 31
Page 45 and 46:
Marketing The Group is one of the l
Page 47 and 48:
the provinces of Shanghai, Jiangsu
Page 49 and 50:
All of TOTAL’s trading activities
Page 51 and 52:
Base Chemicals TOTAL’s Base Chemi
Page 53 and 54:
Specialties TOTAL’s Specialties s
Page 55 and 56:
trademarks. It is present on three
Page 57 and 58:
Other activities E-Commerce In 2005
Page 59 and 60:
Organizational structure Position o
Page 61 and 62:
Executive Committee Trading & Shipp
Page 63 and 64:
Management Report of the Board of D
Page 65 and 66:
Market environment Management Repor
Page 67 and 68:
Upstream results (in millions of eu
Page 69 and 70:
Downstream results (in millions of
Page 71 and 72:
Adoption of IFRS rules The principa
Page 73 and 74:
Liquidity and capital resources Lon
Page 75 and 76:
Research and development Research a
Page 77 and 78:
Risk factors Market risks p. 76 •
Page 79 and 80:
Financial markets related risks Wit
Page 81 and 82:
The non-current debt in dollars des
Page 83 and 84:
Grande Paroisse An explosion occurr
Page 85 and 86:
Myanmar Under the Belgian “univer
Page 87 and 88:
Risk management Risk evaluations le
Page 89 and 90: ILSA - Other US regulations In 2001
Page 91 and 92: Insurance and risk management Organ
Page 93 and 94: Corporate governance Board of Direc
Page 95 and 96: Anne Lauvergeon 46 years old. Indep
Page 97 and 98: Additional information required und
Page 103 and 104: Statutory auditors Statutory audito
Page 105 and 106: Executive Officers’ Compensation
Page 107 and 108: Report of the Chairman of the Board
Page 109 and 110: july 19: • estimated earnings for
Page 111 and 112: Nominating & Compensation Committee
Page 113 and 114: The hydrocarbon reserves are review
Page 115 and 116: Headcount, Employee shareholdings,
Page 117 and 118: Allocation of TOTAL share subscript
Page 119 and 120: TOTAL share subscription and purcha
Page 121 and 122: Allocation of TOTAL restricted shar
Page 123 and 124: Elf Aquitaine share subscription op
Page 125 and 126: TOTAL and its shareholders TOTAL sh
Page 127 and 128: Four-for-one stock split A proposal
Page 129 and 130: TOTAL share over the last 18 months
Page 131 and 132: Dividend payment on Stock Certifica
Page 133 and 134: • were repurchased under the auth
Page 135 and 136: These transactions may be carried o
Page 137 and 138: Shareholders Relationship between T
Page 139: The holdings of the principal share
Page 143 and 144: The above-mentioned French forms ar
Page 145 and 146: • • • • On November 18 and
Page 147 and 148: 2006 Calendar February 15 Results f
Page 149 and 150: Financial information Historical fi
Page 151 and 152: Additional information Financial in
Page 153 and 154: General information Share capital p
Page 155 and 156: • Authority to grant restricted e
Page 157 and 158: Potential capital as of December 31
Page 159 and 160: General information Articles of inc
Page 161 and 162: Shareholders’ Meetings Notices of
Page 163 and 164: Documents on display The documents
Page 165 and 166: Statutory auditors’ report on the
Page 167 and 168: Consolidated statement of income TO
Page 169 and 170: Consolidated statement of cash flow
Page 171 and 172: Notes to the consolidated financial
Page 173 and 174: The cost of employee-reserved capit
Page 175 and 176: K. Impairment of long-lived assets
Page 177 and 178: Crude oil costs include raw materia
Page 179 and 180: Fair value option In June 2005, the
Page 181 and 182: A. Information by business segment
Page 183 and 184: Appendix 1 - Consolidated financial
Page 185 and 186: Appendix 1 - Consolidated financial
Page 187 and 188: C. Adjusting items by business segm
Page 189 and 190: 7. Other income and other expense A
Page 191 and 192:
RECONCILIATION BETwEEN PROVISION FO
Page 193 and 194:
12. Equity affiliates: investments
Page 195 and 196:
14. Other non-current assets Append
Page 197 and 198:
Capital increase reserved for Group
Page 199 and 200:
The Group expects to contribute 371
Page 201 and 202:
19. Other non-current liabilities A
Page 203 and 204:
(in millions of euros) TOTAL CAPITA
Page 205 and 206:
Impact on net income Appendix 1 - C
Page 207 and 208:
23. Commitments and contingencies A
Page 209 and 210:
B. TOTAL share purchase plan Append
Page 211 and 212:
25. Payroll and staff Appendix 1 -
Page 213 and 214:
Appendix 1 - Consolidated financial
Page 215 and 216:
B. Financial instruments related to
Page 217 and 218:
Management of short-term interest r
Page 219 and 220:
Appendix 1 - Consolidated financial
Page 221 and 222:
31. Other information A. Research a
Page 223 and 224:
The consolidated balance sheet and
Page 225 and 226:
Note 32.6: IFRS restatements with a
Page 227 and 228:
Fixed assets Component Impairment o
Page 229 and 230:
Fixed assets Component Impairment o
Page 231 and 232:
53.2% 95.7% Elf Aquitaine 99.5% 100
Page 233 and 234:
Oil and gas reserves p. 232 • Cha
Page 235 and 236:
Changes in liquids reserves Appendi
Page 237 and 238:
Changes in liquids and gas reserves
Page 239 and 240:
Costs incurred in oil and gas prope
Page 241 and 242:
Standardized measure of discounted
Page 243 and 244:
Other information Accounting for ex
Page 245 and 246:
Appendix 3 - TOTAL S.A. Special aud
Page 247 and 248:
Statutory auditors’ report on the
Page 249 and 250:
Summary balance sheet at December 3
Page 251 and 252:
Other five-year financial data TOTA
Page 253 and 254:
Employment and environmental inform
Page 255 and 256:
4) Compensation TOTAL - Registratio
Page 257 and 258:
Environment Pursuant to French Law
Page 259 and 260:
Five-year consolidated financial in
Page 261 and 262:
10. CAPITAL RESOURCES 10.1. Informa
Page 264:
TOTAL S.A. Registered Offi ce: 2, p
show all

Registration Document 2005 - Total.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?