Registration Document 2005 - Total.com

• Authority to grant restricted existing or new TOTAL stocks to
• Authority to cancel shares up to a maximum of 10% of the share
employees of the Group and to executives and officers, up to a
capital per 24-month period. This authorization, granted by
maximum of 1% of the share capital on the date of the meeting
the Shareholders’ Meeting of May 7, 2002, is effective until the
of the Board of Directors that approves the restricted stock
Shareholders’ Meeting called to approve the financial statements
grants (Shareholders’ Meeting of May 17, 2005 – thirteenth
for the year ending December 31, 2006. Pursuant to this
resolution – authorization valid for thirty-eight months).
authorization, the Board of Directors decided to cancel:
Restricted stock grants will not become final until the expiration
of a minimum vesting period of two years, while the minimum
period required for beneficiaries to hold the shares after vesting
is set at two additional years, subject to compliance with the
conditions of the restricted stock grants defined by the Board of
Directors that decides to make the allotment. The capital increase,
if any, resulting from the issue of restricted stock grants will be
implemented through the capitalization of issuance premiums,
reserves or profits.
Pursuant to this authorization, the Board of Directors awarded
574,000 shares at its meeting of July 19, 2005. Therefore, as of
December 31, 2005, 5,577,162 shares could be issued pursuant
to this authorization.
− 23,443,245 shares on November 19, 2002;
− 9,900,000 shares on July 16, 2003;
− 30,100,000 shares on November 6, 2003, effective
November 21, 2003;
− 19,873,932 shares, on November 9, 2004, effective
November 20, 2004;
− 13,527,578 shares on July 19, 2005; and
General information
Share capital
− 7,547,990 shares, on November 3, 2005, effective
November 22, 2005.
TOTAL - Registration Document 2005
8
Thus, as of December 31, 2005, taking into account the shares
previously cancelled, 20,562,129 shares could still be cancelled
under this authorization until November 21, 2006 before reaching
the limit of 10% of the share capital that may be cancelled during a
24-month period.
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