Registration Document 2005 - Total.com

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8 General information Share capital Summary table of delegations of authority to increase the share capital granted to the Board of Directors and valid as of December 31, 2005 (Article L. 255-100 of the French Commercial Code) Total cap on issues of securities giving rights to capital Type 154 TOTAL - Registration Document 2005 Par value limit, or maximum number of shares expressed as % of share capital Use in 2005 Par value, or number of shares Available balance as of December 31, 2005 Par value, or number of shares Securities representing rights to capital 10 billion euros - 10 billion euros Nominal share capital Share subscription or purchase options Restricted stock grants * ESM = Extraordinary Shareholders’ Meeting. 4 billion euros or 400 million shares with preemptive subscription rights - includes a specific sub-cap of 1.8 billion euros or 180 million shares for issues without preemptive subscription rights - of which a specific sub-cap of 1.5% of the share capital on the date of Board decision, for capital increases reserved for employees participating in Company Savings Plan (1) 3% of share capital on the date of Board decision to grant options (1) 1% of share capital on the date of Board decision to grant restricted stocks (1) 3 million shares (2) 1.56 million shares (3) 574,000 shares (4) 3.97 billion euros or 397 million shares 1.8 billion euros or 180 million shares 6.23 million shares (2) 13.5 million shares (3) 5.58 million shares (4) Date of authorization Term of authorization given to the Board of Directors ESM* of May 17, 2005 (10th and 11th resolutions) 26 months ESM* of May 17, 2005 (10th resolution) 26 months ESM* of May 17, 2005 (11 th resolution) 26 months ESM* of May 17, 2005 (12th resolution) 26 months ESM* of May 14, 2004 (19th resolution) 38 months ESM* of May 17, 2005 (13th resolution) 38 months (1) Share capital as of 12/31/2005: 615,116,296 shares. (2) The number of shares authorized under the 12th Resolution of the ESM of 5/17/2005 may not exceed 1.5% of the capital on the date on which the capital increase is decided by the Board of Directors. On 11/03/2005, the Board of Directors approved a capital increase reserved for employees for a maximum of 3,000,000 TOTAL shares. As of 12/31/2005, the balance available under this authorization was 6,226,744 new shares, which is 1.5% of the 615,116,296 existing shares on that date, minus those 3,000,000 shares. (3) The number of share subscription or purchase options authorized under the 19th Resolution of the ESM of 5/14/2004 may not exceed 3% of the capital on the date the options are granted by the Board of Directors. Since 3,400,00 share subscription options for TOTAL shares were granted by the Board of Directors on 7/20/2004 and 1,558,000 share subscription options were granted by the Board of Directors on 7/19/2005, the number of options that may still be granted as of 12/31/2005 was 13,495,488, which is 3% of the 615,116,296 existing shares at year-end, minus 4,958,000 options already granted and representing the same number of shares. (4) The number of existing shares that may be awarded as restricted stock grants under the 13th Resolution of the ESM of 5/17/2005 may not exceed 1% of the capital on the date the restricted stocks are granted by the Board of Directors. Since the Board of Directors awarded 574,000 restricted stocks on 7/19/2005, the number of shares that may still be allotted as of 12/31/2005 is 5,577,162, which is 1% of the 615,116,296 shares outstanding at year-end, minus the 574,000 shares already granted.
Potential capital as of December 31, 2005 Securities giving rights to shares of TOTAL stock, through exercise or redemption, are: • • 7,797,549 TOTAL share subscription options as of December 31, 2005, divided into 2,842,249 options for the plan awarded by the Board of Directors at its meeting on July 16, 2003, 3,397,300 options for the plan awarded by the Board of Directors at its meeting of July 20, 2004, and 1,558,000 options for the plan awarded by the Board of Directors at its meeting of July 19, 2005; existing Elf Aquitaine shares or shares to be created through the exercise of Elf Aquitaine stock options (not yet exercised on the last day of the public exchange offer initiated by TOTAL in 1999); these shares may be exchanged for TOTAL shares (based on TOTAL shares held by the Company or its subsidiaries General information Share capital TOTAL - Registration Document 2005 8 the Offer exchange parity of 19 TOTAL shares for 13 shares of Elf Aquitaine), which was guaranteed by the Company in the information notice for the offer of September 22, 1999. As of December 31, 2005, 236,559 stock options and 4,949 shares of Elf Aquitaine were eligible for this exchange guarantee which will expire on March 30, 2009. Moreover, 6,000 stock options of Elf Aquitaine were also eligible for this exchange guarantee which will expire on September 12, 2009. Therefore, as of December 31, 2005, 247,508 existing or future shares of Elf Aquitaine were eligible for this exchange guarantee, which entitles the holders to subscribe to a maximum of 361,742 TOTAL shares. As of December 31, 2005 Percentage of capital held by TOTAL S.A. 1.5% Number of shares held in portfolio 9,166,515 Book value of the portfolio (at purchase prices) (million euros) 1,391 Market value of the portfolio (million euros) (1) 1,945 Percentage of capital held by the entire Group (2) 5.6% Number of shares held in portfolio 34,249,332 Book value of the portfolio (at purchase prices) (million euros) 4,431 Market value of the portfolio (million euros) (1) 7,268 (1) On the basis of a market price of 212.20 euros per share on December 31, 2005. (2) TOTAL S.A., Total Nucléaire, Financière Valorgest, Sogapar and Fingestval. 155
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Registration Document 2005
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Registration Document 2005 This is
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Key figures Selected financial info
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104,652 2003 French GAAP Sales (M
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DOWNSTREAM Refined product sales (k
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Business overview History and strat
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Upstream TOTAL’s Upstream segment
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Exploration & Production Exploratio
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Production TOTAL’s average daily
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Presentation of production activiti
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Europe Year of entry into the count
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Africa TOTAL has been present in Af
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Libya The Group’s share of produc
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North America The Group’s presenc
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On the Yucal Placer field, the init
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Commonwealth of Independent States
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The Netherlands TOTAL is the second
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Kuwait Since 1997, the Group has pr
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Gas & Power The Gas & Power sector
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Middle East In Qatar, negotiations
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TOTAL is pursuing decentralized rur
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Refining & Marketing On December 31
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Marketing The Group is one of the l
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the provinces of Shanghai, Jiangsu
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All of TOTAL’s trading activities
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Base Chemicals TOTAL’s Base Chemi
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Specialties TOTAL’s Specialties s
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trademarks. It is present on three
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Other activities E-Commerce In 2005
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Organizational structure Position o
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Executive Committee Trading & Shipp
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Management Report of the Board of D
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Market environment Management Repor
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Upstream results (in millions of eu
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Downstream results (in millions of
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Adoption of IFRS rules The principa
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Liquidity and capital resources Lon
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Research and development Research a
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Risk factors Market risks p. 76 •
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Financial markets related risks Wit
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The non-current debt in dollars des
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Grande Paroisse An explosion occurr
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Myanmar Under the Belgian “univer
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Risk management Risk evaluations le
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ILSA - Other US regulations In 2001
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Insurance and risk management Organ
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Corporate governance Board of Direc
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Anne Lauvergeon 46 years old. Indep
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Additional information required und
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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 and 140: The holdings of the principal share
Page 141 and 142: Shareholders Estimate of capital di
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: • Authority to grant restricted e
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
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23. Commitments and contingencies A
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B. TOTAL share purchase plan Append
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25. Payroll and staff Appendix 1 -
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Appendix 1 - Consolidated financial
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B. Financial instruments related to
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Management of short-term interest r
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Appendix 1 - Consolidated financial
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31. Other information A. Research a
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The consolidated balance sheet and
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Note 32.6: IFRS restatements with a
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Fixed assets Component Impairment o
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Fixed assets Component Impairment o
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 232 • Cha
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Changes in liquids reserves Appendi
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Changes in liquids and gas reserves
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Costs incurred in oil and gas prope
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Standardized measure of discounted
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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Statutory auditors’ report on the
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Summary balance sheet at December 3
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Other five-year financial data TOTA
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Employment and environmental inform
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4) Compensation TOTAL - Registratio
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Environment Pursuant to French Law
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Five-year consolidated financial in
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10. CAPITAL RESOURCES 10.1. Informa
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TOTAL S.A. Registered Offi ce: 2, p
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Registration Document 2005 - Total.com

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