Registration Document 2005 - Total.com

B. TOTAL share purchase plan
Appendix 1 – Consolidated financial statements
Notes to the consolidated financial statements 9
1998 Plan (1) 1999 Plan (2) 2000 Plan (3) 2001 Plan (4) 2002 Plan (5) Total
Exercise price (in euros) 93.76 113.00 162.70 168.20 158.30
Expiration date 03/17/2006 06/15/2007 07/11/2008 07/10/2009 07/09/2010
Number of options
Outstanding as of january 1, 2003 900,880 1,455,967 2,414,645 2,687,275 2,869,850 10,328,617
Granted - - - - - -
Cancelled - (5,100) (5,600) (3,650) (6,650) (21,000)
Exercised (178,342) (44,250) - - - (222,592)
Outstanding as of january 1, 2004 722,538 1,406,617 2,409,045 2,683,625 2,863,200 10,085,025
Granted - - - - - -
Cancelled - - (1,300) (2,700) (800) (4,800)
Exercised (333,526) (380,088) (1,300) - (772) (715,686)
Outstanding as of january 1, 2005 389,012 1,026,529 2,406,445 2,680,925 2,861,628 9,364,539
Granted - - - - - -
Cancelled (100) (300) (1,750) (1,000) (2,450) (5,600)
Exercised (241,499) (513,121) (777,209) (495,950) (38,308) (2,066,087)
Outstanding as of December 31, 2005 147,413 513,108 1,627,486 2,183,975 2,820,870 7,292,852
(1) Grants decided by the Board of Directors on March 17, 1998 pursuant to the authorization given by the Shareholders’ Meeting held on May 21, 1997.
The options are exercisable only after a 5-year period from the date the option is granted to the individual employee and must be exercised within 8 years from this date.
(2) Grants decided by the Board of Directors on June 15, 1999 pursuant to the authorization given by the Shareholders’ Meeting held on May 21, 1997.
The options are exercisable only after a 5-year period from the date the option is granted to the individual employee and must be exercised within 8 years from this date.
(3) Grants decided by the Board of Directors on July 11, 2000 pursuant to the authorization given by the Shareholders’ Meeting held on May 21, 1997.
The options are exercisable only after a 4-year period from the date the option is granted to the individual employee and must be exercised within 8 years from this date.
For beneficiaries holding contracts with French companies or working in France, the shares arising from the exercise of options may not be sold for 5 years from the date of grant.
(4) Grants decided by the Board of Directors on July 10, 2001 pursuant to the authorization given by the Shareholders’ Meeting held on May 17, 2001.
The options are exercisable only after January 1, 2005 and must be exercised within 8 years from the date of grant. For beneficiaries holding contracts with French companies
or working in France, the shares arising from the exercise of options may not be sold for 4 years from the date of grant.
(5) Grants decided by the Board of Directors on July 9, 2002 pursuant to the authorization given by the Shareholders’ Meeting held on May 17, 2001.
The options are exercisable only after a 2-year period from the date the option is granted to the individual employee and must be exercised within 8 years from this date.
Underlying shares may not be sold for 4 years from the date of grant.
C. Exchange guarantee granted to the holders of Elf Aquitaine share subscription options
Pursuant to the public exchange offer for Elf Aquitaine shares which was made in 1999, the Group made a commitment to guarantee
the holders of Elf Aquitaine share subscription options, at the end of the period referred to in Article 163 bis C of the French Tax Code (CGI),
and until the end of the period for the exercise of the options, the possibility to exchange their future Elf Aquitaine shares for TOTAL shares,
on the basis of the exchange ratio of the offer (19 TOTAL shares for 13 Elf Aquitaine shares).
As of December 31, 2005, a maximum of 247,508 Elf Aquitaine shares, either outstanding or to be created, were covered by this guarantee,
as follows:
ELF AQUITAINE SHARE SUBSCRIPTION PLANS 1999 Plan n° 1 1999 Plan n° 2 Total
Exercise price (in euros) 115.60 171.60
Expiration date 03/30/2009 09/12/2009
Outstanding options as of December 31, 2005 236,559 6,000 242,559
Outstanding Elf Aquitaine shares covered by the exchange guarantee
as of December 31, 2005 4,949 - 4,949
Total of Elf Aquitaine shares, either outstanding or to be created,
covered by the exchange guarantee for TOTAL shares as of December 31, 2005 241,508 6,000 247,508
Thus, as of December 31, 2005, a total of 361,742 shares of the Company were likely to be created within the scope of the application
of this exchange guarantee.
TOTAL - Registration Document 2005
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