Registration Document 2005 - Total.com

9
Appendix 1 – Consolidated financial statements
Notes to the consolidated financial statements
17. Shareholders’ equity
Number of TOTAL shares
The Company’s common shares, with a par value of €10 as of
December 31, 2005 are the only category of shares. Shares may
be held in either bearer or registered form.
Double voting rights are granted to holders of shares that are
entirely paid in and held in the name of the same shareholder for at
least two years, with due consideration for the total portion of the
share capital represented. Double voting rights are also assigned
to restricted shares in the event of an increase in share capital by
incorporation of reserves, profits or premiums based on shares
already held that are entitled to double voting rights.
Under the Company’s statuts, at shareholders’ meetings,
no shareholder may cast, by himself and through a proxy, in
connection with the simple voting rights attached to the shares
he holds directly or indirectly and in connection with the powers
As of january 1, 2004 649,118,236
Shares issued in connection with: Capital increase reserved for employees 3,434,830
Exercise of TOTAL share subscription options 950
Exchange guarantee offered to the beneficiaries of Elf
Aquitaine share subscription options 2,335,024
Cancellation of shares (1) (19,873,932)
As of january 1, 2005 635,015,108
Shares issued in connection with: Exercise of TOTAL share subscription options 133,257
Exchange guarantee offered to the beneficiaries of Elf
Aquitaine share subscription options 1,043,499
Cancellation of shares (2) (21,075,568)
As of December 31, 2005 (3) 615,116,296
(1) Decided by the Board of Directors on November 9, 2004.
(2) Decided by the Board of Directors on July 19, 2005 and November 3, 2005.
(3) Including 34,249,332 treasury shares deducted from consolidated shareholders’ equity.
The variation of the weighted-average number of fully-diluted shares used in the calculation of earnings per share is detailed as follows:
Number of shares as of january 1,
Number of shares issued during the year (pro rated)
2005
635,015,108
Exercise of TOTAL share subscription options 36,064
Exercise of TOTAL share purchase options 1,027,043
Exchange guarantee offered to Elf Aquitaine share subscription options holders 819,511
TOTAL shares held by TOTAL S.A. or by its subsidiaries and deducted from shareholders’ equity (50,092,028)
weighted-average number of shares
Dilutive effect
586,805,698
TOTAL share subscription and purchase options 3,029,249
TOTAL restricted shares 236,858
Exchange guarantee offered to Elf Aquitaine share subscription options holders 348,963
Capital increase reserved for employees 86,447
weighted-average number of fully-diluted shares 590,507,215
194 TOTAL - Registration Document 2005
of attorney granted to him, more than 10% of the total number
of voting rights attributable to the Company shares. However, if
he also holds double voting rights, the limit set in this way may
be exceeded taking account solely of the additional voting rights
resulting there from, without all of the voting rights that he exercises
being able to exceed 20% of the total number of voting rights
attributable to the Company shares.
These restrictions no longer apply if any individual or entity, acting
alone or in concert, acquires at least two-thirds of the total share
capital of the Company following a public tender offer for all of the
Company’s shares.
The authorized capital amounts to 1,034,280,640 shares as of
December 31,2005 (1,069,761,134, as of December 31, 2004).