Registration Document 2005 - Total.com

8
General information
Share capital
Share capital
Share capital as of December 31, 2005
6,151,162,960 euros consisting of 615,116,296 fully paid-up
shares.
Features of the shares
There is only one class of shares, with a par value of 10 euros
(before the four-for-one split subject to the approval at the
May 12, 2006 Shareholders’ Meeting), subject to double voting
rights (see page 158). The shares are in bearer or registered form
at the shareholders discretion. The shares are in book-entry form
and registered in a security account.
Authorized share capital not issued
as of December 31, 2005
A table summarizing the currently valid authorizations to increase
capital which have been granted by the Shareholders’ Meeting to
the Board of Directors, and the uses made of those delegations of
authority in fiscal 2005, is provided on page 154.
•
delegation of authority to the Board of Directors to increase the
share capital by issuing new shares or other securities granting
immediate or future rights to the Company’s capital, maintaining
shareholders’ preemptive subscription rights, up to a maximum
nominal amount of 4 billion euros, against which the following
would be deducted:
(i) the total amount of capital increases through the issue of new
shares without preemptive subscription rights, these issues
being limited to a aggregate nominal amount of 1.8 billion euros;
and
(ii) the nominal amount of capital increases reserved for employees,
these issues being limited to a maximum amount equal to 1.5%
of the outstanding share capital on the date of the decision of
the Board of Directors to proceed with the issue.
Furthermore, the maximum nominal amount of all debt securities
giving rights to the capital of the Company may not exceed
10 billion euros, or its equivalent value, on the date of the issue
(Shareholders’ Meeting of May 17, 2005 – Resolutions 10, 11 and
12 – delegations of authority valid for twenty-six months).
152 TOTAL - Registration Document 2005
Based on the November 3, 2005 use of the delegation of authority
for share capital increases reserved for employees, the authorized
share capital not issued as new shares under these delegations of
authority was 3.97 billion euros, representing 397 million shares, as
of December 31, 2005.
•
•
Delegation of authority to the Board of Directors to complete
capital increases reserved for employees participating in a
Company Savings Plan (Plan d’épargne d’entreprise–PEG),
up to a maximum amount equal to 1.5% of the outstanding
capital on the date of the decision of the Board of Directors to
proceed to the issue (Shareholders’ Meeting of May 17, 2005
– twelfth resolution – delegation of authority valid for twentysix
months). Based on the use of this delegation of authority
on November 3, 2005, the authorized capital not issued as
new shares in connection with a capital increase reserved for
employees participating in a Company Savings Plan under same
authorization was 62,267,440 euros, or 6,226,744 shares, as of
December 31, 2005. (1)
Authority to grant stock options for new or existing shares
reserved for TOTAL employees up to a maximum of 3%
of the share capital on the date of allocation (Shareholders’
Meeting of May 14, 2004 – nineteenth resolution – authorization
valid for thirty-eight months). Pursuant to this authorization, the
Board of Directors granted 3,400,000 TOTAL stock options
at its meeting of July 20, 2004 and 1,558,000 TOTAL stock
options at its meeting of July 19, 2005. Therefore, as of
December 31, 2005, 13,495,488 shares could still be issued
pursuant to this authorization.
(1) Assuming that the total number of subscriptions received in connection with the capital increase reserved for employees decided on November 3, 2005, and not yet completed on
December 31, 2005, reaches the number of shares up to which the Board of Directors approved for this use of the authorization.