Registration Document 2005 - Total.com

Capital increase reserved for Group’s employees
At the Shareholders’ Meeting held on May 17, 2005,
the shareholders delegated to the Board of Directors the authority
to increase the share capital of the Company in one or more
transactions and within a maximum period of twenty-six months
from the date of the Meeting, by an amount not exceeding
1.5% of the share capital outstanding on the date of the meeting
of the Board of Directors at which a decision to proceed with
an issuance is made reserving subscriptions for such issuance
to the Group employees participating in a company savings
plan. It is being specified that the amount of any such capital
increase reserved for Group employees will be counted against the
aggregate maximum nominal amount of share capital increases
authorized by the Shareholders’ Meeting held on May 17, 2005 for
issuing new ordinary shares or other securities granting immediate
or future access to the Company’s share capital with preferential
subscription rights (four billion euros in nominal).
Pursuant to this delegation of authorization, the Board of
Directors, during its November 3, 2005 meeting, implemented
a first capital increase reserved for employees within the limit of
3 million shares at a price of 166.60 euros with dividend rights
as of the January 1, 2005. The subscription period ran from
February 6, 2006, to February 24, 2006.
Share cancellation
Pursuant to the authorization granted by the Shareholders’
Meeting held on May 7, 2002 authorizing reduction of capital
by cancellation of shares held by the Company within the limit
of 10% of the outstanding capital every 24 months, the Board
of Directors decided on July 19, 2005 to cancel 13,527,578
shares at an average price of 176.20 euros per share. Then on
November 3, 2005, the Board of Directors decided to cancel
7,547,990 shares at an average price of 195.32 euros per share,
with effect on November 22, 2005.
Treasury shares (TOTAL shares held by TOTAL S.A.)
As of December 31, 2005, TOTAL S.A. held 9,166,515 of its own
shares, representing 1.49% of its share capital, detailed as follows:
Appendix 1 – Consolidated financial statements
Notes to the consolidated financial statements 9
7,567,515 shares allocated to covering TOTAL share purchase
option plans for Group employees;
574,000 shares allocated to TOTAL restricted share grants for
Group employees;
1,025,000 shares purchased for cancellation in November and
December 2005 pursuant to the authorization granted by the
Shareholders’ Meeting held on May 17, 2005.
These shares are deducted from the consolidated shareholders’
equity.
TOTAL shares held by Group subsidiaries
As of December 31, 2005, TOTAL S.A. held indirectly through its
subsidiaries 25,082,817 of its own shares, representing 4.08% of
its share capital, detailed as follows:
505,918 shares held by a consolidated subsidiary, TOTAL
Nucléaire, 100% indirectly controlled by TOTAL S.A.;
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24,576,899 shares held by subsidiaries of Elf Aquitaine,
(Financière Valorgest, Sogapar and Fingestval)
These shares are deducted from the consolidated shareholders’
equity.
Paid dividend per share
During the year 2005, TOTAL paid on May 24, 2005, the balance
of the dividend of 3.00 euros per share for the fiscal year 2004, as
well as on November 24, 2005, an interim dividend of 3.00 euros
per share for the fiscal year 2005.
Amounts (in millions of euros) 2005
Cumulative translation adjustment, Group share 2,850
Changes in deferred taxes on treasury shares 242
Changes in fair value of financial assets available for sale 160
Others 16
Group share 3,268
Minority interests and preferred shares 51
Total items recognized directly in equity 3,319
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A resolution will be submitted at the Shareholders’ Meeting of
May 12, 2006 to pay a dividend of 6.48 euros per share with a par
value of 10 euros for the fiscal year 2005, which leaves a balance
to be paid of 3.48 euros per share, after deduction of the interim
dividend or 3.00 euros paid on November 24, 2005.
Items recognized directly in equity
Shareholders’ equity is directly credited of 3,319 million euros in
2005 due to the following items:
TOTAL - Registration Document 2005
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