TOTAL S.A. is launching a capital increase program reserved for employees and former employees of the TOTAL group (the “Group”), the principal terms of which are described below. Through this program, the Group intends to closely associate its employees with the Group’s business and growth. As of 31 December 2007, employees hold 3.55% of the shares of TOTAL S.A.
The fifteenth resolution of the Combined General Meeting held on 11 May 2007 granted the Board of Directors the authority to undertake, in one or several steps and within a maximum of 26 months, a capital increase reserved for the employees participating in a Savings Plan of TOTAL S.A. or of certain of its subsidiaries, pursuant to article L. 233-16 of the French Commercial Code and within the framework of the provisions of articles L. 443-1 and L. 443-5 of the French Labour Code and articles L.225-129-2, L.225-129-6, L. 225-138 and L.225-138-1 of the French Commercial Code.
Pursuant to this authorization, the maximum number of shares to be issued cannot exceed 1.5% of the share capital on the day of the Board meeting that authorizes the issue. The amount of the share capital issued will be counted against the overall ceiling for capital increases with preferential subscription rights authorized by the thirteenth resolution of the same General Meeting (i.e. a nominal amount of €4 billion or 1,600 million shares).
In order to continue to encourage shareholding by Group employees, pursuant to the above-mentioned authorisation dated 11 May 2007, the Board of Directors, at its meeting on 6 November 2007, decided to carry out a new capital increase program reserved for employees and former employees of the Group.
The new shares will be listed on Euronext Paris in May 2008 at the latest, on the same line as the existing shares (ISIN code FR0000120271), and some ADR (American Depositary Receipts) corresponding to the new shares may also be listed on the New York Stock Exchange, with one TOTAL ADR representing one TOTAL share.
This capital increase is open to employees of TOTAL S.A. and to the employees of its French and foreign subsidiaries of which at least 50% of the share capital or voting rights are directly or indirectly held by TOTAL S.A. and for which the local administrative authorizations shall have been obtained, participating in the TOTAL PEG-A savings plan.
Approximately 110,000 beneficiaries are eligible to take part in this capital increase program.
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