Notice of Meeting Combined General Meeting (Ordinary and Extraordinary) on Friday 11 th May 2007

Transcription

1 Notice of Meeting Combined General Meeting (Ordinary and Extraordinary) on Friday 11 th May 2007 to be held at the Palais des Congrès 2, Place de la Porte Maillot Paris at 10 a.m.

2 SUMMARY How to take part in the General Meeting? 4 Combined General Meeting 8 Agenda 8 Summary of Resolutions 10 Proposed Resolutions 17 Board of Directors 26 Members of the Board of Directors 26 Information concerning the candidates proposed at the General Meeting as Director representing employee shareholders 28 Total in Summary presentation 29 Five-year financial summary and income allocation of TOTAL S.A. 34 Request for copies of documents and information 35 TOTAL S.A. Société anonyme with capital of 5,981,907,382 Euros Registered Office: 2 place de la Coupole La Défense Courbevoie (Hauts de Seine), France Companies Register of Nanterre Documents covered by article 133 of Decree n of March 23, COMBINED GENERAL MEETING TOTAL

3 Chairman s Message Dear Sir or Madam, valued shareholder, Every year, the shareholders meeting is an important dialogue between TOTAL and its shareholders. It is your opportunity to be heard on the subjects related to the company that interest you. It is also your opportunity, through your votes on the resolutions proposed by the Board of Directors, to be a part of the importantdecision-making process of your Group. This event is particularly important to me, and I am counting on your participation at the shareholders meeting of TOTAL S.A. to be held on May 11, 2007 in Paris. If you are unable to attend, you may vote by mail through the enclosed form or you may give your proxy to the Chairman, your spouse or another shareholder of your choice. You will recall that at its meeting on February 13, 2007, the Board of Directors of TOTAL decided to separate the functions of Chairman and Chief Executive Officer and appointed Christophe de Margerie as Chief Executive Officer of the company. I will continue to serve as Chairman of the Board of Directors, and will preside at the 2007 shareholder s meeting with Christophe de Margerie. The shareholders meeting will consider a proposal to approve the payment of a dividend equal to 1.87 euro per share (1), a 15% increase compared to the 2005 dividend and in-line with TOTAL s dynamic dividend policy. The agenda for our shareholders meeting and information on the resolutions proposed for your vote are included in the pages that follow. Thank you for you confidence and your loyalty. I am looking forward to our appointment on the 11th of May. Thierry Desmarest Chairman of the Board (1) Shares with a par value of 2.50 euros per share. This amount includes the 2006 interim dividend of 0.87 euro per share paid on November 17, TOTAL - NOTICE OF MEETING

4 How to take part in the General Meeting? The shareholders of TOTAL S.A. are informed that a Combined General Meeting is to be convened at 10 a.m. on Friday 11 th May 2007 At the Palais des Congrès 2, place de la Porte Maillot Paris, France In conformity with article 130 of Decree n of March 23,1967 the preliminary notice of this Meeting has been published in the Bulletin des Annonces Légales Obligatoires (BALO) on February 26, How to obtain information You may obtain the documents provided for in Article 135 of the Decree n of March 23, 1967, by writing: either to BNP Paribas Securities Services, G.C.T. Issuers Department, Meetings Department Immeuble Tolbiac, Paris cedex 09, France; or to the Company s head office, TOTAL S.A., Legal Affairs Division, Office 33 H 61, 2 place de la Coupole Paris La Défense cedex, France. A document request form is included at the end of the present notice of meeting. The Registration Document is available on the Internet Site of the Group: For more information: Shareholders Relations Department, phone +33 (0) actionnairesindividuels@total.com Investor Relations Department, phone +33 (0) investor-relations@total.com For those shareholders who will not be able to attend the Meeting in person, we have arranged for a live broadcast of the Meeting on the Internet site You will also have the opportunity to review the highlights after the event. 4 COMBINED GENERAL MEETING TOTAL

5 HOW TO TAKE PART IN THE GENERAL MEETING? As a shareholder of TOTAL, you are entitled to participate in this General Meeting, regardless of the number of shares you hold. You may either attend in person, vote by mail, or appoint the Chairman or another person as your proxy. In the latter case, you may be represented only by another shareholder or by your spouse. In all cases, you must use the postal voting form or the proxy form attached to the present notice. If you hold registered shares in your name for a continuous period of at least two years as of the date of the Meeting, you carry double voting rights (article 18 5 of the Articles of Association). Nevertheless, the transfer of registered shares to another registered shareholder in connection with a succession, the sharing of the joint estate of a husband and wife, or a disposition inter vivos in favour of a spouse or a relative in the line of succession, shall not be deemed to represent a transfer of ownership for the purpose of determining the above qualification period or the eligibility for double voting rights (article 18 6 of the Articles of Association). 1 Evidence of your status as a shareholder must be provided in advance You hold bearer shares Your financial intermediary (bank, stock broker or any other party who manages the share account in which your Total shares are held) will act as your sole representative and will be the only party entitled to mediate between the Company or coordinating bank and yourself. Your shares have to be registered in a bearer shares account maintained by your financial intermediary no later than 0:00 a.m., on the record date three business days prior to the General Meeting. A certificate of participation ( attestation de participation ) issued by your financial intermediary as proof of this registration must be submitted to the following address: BNP Paribas Securities Services, G.C.T. Issuers Department, Meetings Department, Immeuble Tolbiac, Paris cedex 09, France, Your shares are registered You must have your shares registered in your name in the registered account maintained by the Agent of the Company, no later than 0:00 a.m., on the record date three business days prior to the General Meeting. 2 You must use the postal voting form or the proxy form If you have not received your notice of meeting documentation, a postal voting form or a proxy form may be requested: - by letter addressed to BNP Paribas Securities Services, G.C.T. Issuers Department, Meetings Department Immeuble Tolbiac, Paris cedex 09, France or - by fax at n + 33 (0) or - to the Company s head office, TOTAL S.A., Legal Affairs Division, Office 33 H 61, 2 place de la Coupole Paris La Défense cedex, France. In order to allow time for such forms to be issued, requests must be received by the Meetings Department of BNP Paribas Securities Services or by the Company s head office, no later than six days prior to the date of the Meeting. The duly completed voting form or proxy form must be returned to the Meetings Department of BNP Paribas Securities Services or to the Company s head office, no later than three days prior to the date of the Meeting. If you are a holder of bearer shares, your postal voting form or proxy form will only be accepted subject to joint receipt of this form with the certificate of participation. Any shareholder who has cast a postal vote, or given a proxy, or requested an admission card, will not have the right to participate in the Meeting in another way. COMBINED GENERAL MEETING TOTAL 5

6 HOW TO TAKE PART IN THE GENERAL MEETING? 3 How to exercise your voting right? You hold bearer shares YOU WISH TO ATTEND THE MEETING You must: Instruct your financial intermediary to obtain an admission card in your name. Your request for an admission card must be received at least seven days before the Meeting, on May 4, Failing this, you may attend on the day of the General Meeting bearing a certificate of participation ( attestation de participation ) issued by your financial intermediary. This certificate of participation will only take into account the shares registered by 0:00 a.m. on the record date three business days prior to the General Meeting, on May 8, 2007 at 0:00 a.m. (Paris time). IF YOU DO NOT WISH TO ATTEND THE MEETING You may nevertheless: Vote by mail or, Give a proxy to the Chairman or, Be represented by another shareholder or your spouse. In all three cases, you must use the postal voting or proxy form and return the duly completed and signed form to your financial intermediary. Your financial intermediary will address it, with the certificate of participation ( attestation de participation ), to BNP Paribas Securities Services. Your shares are registered YOU WISH TO ATTEND THE MEETING: SIMPLY TICK BOX A You must request an admission card. Return your dated and signed form to the following address: BNP Paribas Securities Services G.C.T. Issuers Department, Meetings Department Immeuble Tolbiac, Paris cedex 09, France Using the prepaid envelope attached. IF YOU DO NOT WISH TO ATTEND THE MEETING: TICK BOX B You may nevertheless: Vote by mail or, Give a proxy to the Chairman or, Be represented by another shareholder or your spouse. In all three cases, you must use the postal voting form or proxy form attached to the present notice of meeting and return the duly completed and signed form to BNP Paribas Securities Services using the prepaid envelope attached. An admission card in your name will be returned to you. Whichever option you choose, will be taken in account only the shares held in the registered or recorded shares account at least at 0:00 a.m. on the record date three business days prior to the General Meeting, on May 8, 2007 at 0:00 a.m. (Paris time). If the shares are sold or transferred prior to this record date, the certificate of participation will be cancelled for the number of shares sold and votes granted to the Company for such shares will, as a result, also be cancelled. If shares are sold or transferred after this record date, the certificate of participation will remain valid and votes cast or proxies granted by the seller will be taken into account. 6 COMBINED GENERAL MEETING TOTAL

7 How to complete the postal voting form or proxy form You wish to attend the meeting: Tick here. You do not wish to attend the meeting: Tick here. You hold bearer shares: Your financial intermediary has to attach the certificate of participation to the form. A B IMPORTANT : avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please see instructions on reverse side. QUELLE QUE SOIT L OPTION CHOISIE, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM A. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire / I wish to attend the meeting and request an admission card : date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. TOTAL S.A. S A au Capital de ,50 Siege Social : 2, Place de la Coupole - La Défense COURBEVOIE RCS NANTERRE ASSEMBLEE GENERALE MIXTE convoquée le vendredi 11 mai 2007 à 10 heures, au Palais des Congrès, 2, place de la Porte Maillot, Paris. COMBINED GENERAL MEETING to be held on Friday May 11, 2007 at 10:00 am at Palais des Congrès, 2, place de la Porte Maillot, Paris. CADRE RESERVE / For Company s use only Identifiant / Account VS / single vote Nominatif Registered VD / double vote Nombre Number d actions of shares Porteur / Bearer Nombre de voix / Number of voting rights JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso renvoi (3) - See reverse (3) Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d Administration ou le Directoire ou la Gérance, à l EXCEPTION de ceux que je signale en noircissant comme ceci la case correspondante et pour lesquels je vote NON ou je m abstiens. I vote FOR all the draft resolutions proposed or approved by the Board of Directors EXCEPT those indicated by a shaded box - like this, for which I vote against or I abstain Sur les projets de résolutions non agréés ou non présentés par le Conseil d Administration ou le Directoire ou la Gérance, je vote en noircissant comme ceci la case correspondant à mon choix. On the draft resolutions not proposed or not approved by the Board of directors, I cast my vote by shading the box of my choice - like this A B C Oui Non/No Yes Abst/Abs D E F G H Oui Non/No Yes Abst/Abs Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting. - Je donne pouvoir au Président de l'a.g. de voter en mon nom. / I appoint the Chairman of the meeting to vote on my behalf.. JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE dater et signer au bas du formulaire, sans rien remplir I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE MEETING date and sign the bottom of the form without completing it cf. au verso renvoi (2) - See reverse (2) JE DONNE POUVOIR A : (soit le conjoint, soit un autre actionnaire - cf. renvoi (2) au verso) pour me représenter à l assemblée I HEREBY APPOINT (you may give your PROXY either to your spouse or to another shareholder - see reverse (2)) to represent me at the above mentioned meeting. M, Mme ou Mlle / Mr, Mrs or Miss Adresse / Address ATTENTION : S il s agit de titres au porteur, les présentes instructions ne seront valides que si elles sont directement enregistrées par votre teneur de comptes. CAUTION : If it is about bearer securities, the present instructions will be valid only if they are directly registered by your account-keepers. Nom, Prénom, Adresse de l actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) - Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Check your details. Cf. au verso renvoi (1) - See reverse (1) - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (is equivalent to a vote against) Je donne procuration (cf. au verso renvoi 2) à M, Mme ou Mlle pour voter en mon nom / I appoint (see reverse (2)) Mr, Mrs or Miss / to vote on my behalf Pour être prise en considération, toute formule doit parvenir au plus tard : Date & Signature In order to be considered, this completed form must be returned at the latest à la Banque / to the Bank / le 8/05/2007 / on May 8, 2007 You wish to vote by post: Tick here and follow the instructions. You wish to appoint the Chairman of the Meeting as your proxy: Tick here. Whatever your choice, please date and sign here You wish to appoint a named person as proxy who will be present at the Meeting: Tick here and enter the details of the person concerned. COMBINED GENERAL MEETING TOTAL 7

8 COMBINED GENERAL MEETING Agenda Resolutions for the Ordinary General Meeting Approval of the parent Company financial statements dated December 31, Approval of the Group s consolidated financial statements dated December, 31, Allocation of earnings, declaration of dividend and dividend payment date. Special report of the auditors on the agreements covered by Article L of the French Commercial Code. Authorization for the Board of Directors to trade the shares of the company. Renewal of Appointments of Directors. Appointment of a Director representing employee shareholders. Determination of the total amount of Directors compensation. Resolutions for the Extraordinary General Meeting Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital, with preferential subscription rights. Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital, without preferential subscription rights. Delegation of authority granted to the Board of Directors for the purpose of conducting capital increases reserved for employees participating in a company savings plan. Authorization for the Board of Directors to grant subscription or purchase options for the Company s shares to certain employees of the Group as well as to the management of the Company and of other Group companies. Authorization for the Board of Directors to reduce capital by cancelling shares. Amendment of Article 13 paragraph 2 of the Company s Articles of Association with regard to the methods that may be used to participate in Board of Directors Meetings. Amendment of Article 17 2 of the Company s Articles of Association to take into account new rules from the Decree of December 11, 2006 relating to the Company s book-based system for recording shares for shareholders wishing to participate in any form whatsoever in a general meeting of the Company. Amendment of Article 17 2 of the Company s Articles of Association to take into account rules relating to electronic signatures in the event of a vote cast via telecommunication. 8 COMBINED GENERAL MEETING TOTAL

9 The Company has also received: From the UES Upstream Total group worker s council 2 place de la Coupole La Défense Paris la Défense cedex France, two proposed resolutions: the first proposed resolution is to amend the Article 11 paragraph 7 of the Company s Articles of Association regarding the procedure to nominate the employee shareholder Director; the second proposed resolution regards the authorization to grant restricted shares of the Company to all of the employees of the Company under Article L of the French Labor Code. From the Supervisory Board of the Total Actionnariat France Employee Investment Fund 2 place de la Coupole La Défense Paris la Défense cedex France, one proposed resolution regarding the authorization to grant restricted shares of the Company, written in the same terms as the second proposed resolution of the Total group worker s council; From shareholders having combined more than 0.5% of the share capital of the Company, one proposed resolution presented by PhiTrust Active Investors 41 rue Boissy d Anglas Paris France: this proposed resolution is to amend the Article 18 paragraph 7 of the Company s Articles of Association regarding the statutory clause limiting voting rights; The texts of the proposed resolutions are contained in resolutions A, B and C below (pages 24 and 25). COMBINED GENERAL MEETING TOTAL 9

10 COMBINED GENERAL MEETING Summary of Resolutions Resolutions for the Ordinary General Meeting Approval of the annual financial statements and allocation of earnings The purpose of the first resolution is to approve the financial statements of TOTAL S.A. for the 2006 fiscal year. The purpose of the second resolution is to approve the consolidated financial statements of TOTAL S.A. for the 2006 fiscal year. The purpose of the third resolution is to determine the allocation of earnings. We propose that a dividend of 1.87 euro per share with a par value of 2.5 euros be declared for the 2006 fiscal year. Given that an interim dividend of 0.87 euro per share was paid on November 17, 2006, the balance of 1.00 euro per share shall be paid on May 18, In accordance with Article 243bis of the French General Tax Code, such dividends are eligible for the 40% deduction provided for by Article of the French General Tax Code, which is available to those individual taxpayers whose tax residence is in France. Approval of the auditors special report The purpose of the fourth resolution is to approve the conclusions of the auditors in their special report under Article L of the French Commercial Code, which concerns agreements entered into by TOTAL S.A. and companies with which it has one or more Director(s) in common, and continued in Repurchase of Company shares During the year 2006, the Company acquired 78,220,684 of its own shares at an average price of euros under the authorizations given by the shareholders meetings of May 17, 2005 and May 12, 2006 to be cancelled or to be granted, for no consideration, pursuant to the decision of the Board of Directors on July 18, Also during 2006, then in January 2007, 80,025,000 of the shares acquired pursuant to these authorizations were cancelled by decisions of the Board of Directors, pursuant to the authorization given by the Shareholders Meeting of May 7, Since the authorization given by the Shareholders Meeting of May 12, 2006 expires on November 12, 2007, the purpose of the fifth resolution is to authorize the Board of Directors to trade in the Company s shares, with a maximum authorized purchase price of 75 euros per share. These purchases are to be carried out pursuant to the provisions of Article L of the French Commercial Code and the provisions of the European Council Directive of January 28, 2003 and the related implementing regulation of December 22, These transactions may be carried out at any time, excluding during a public offering on the Company s shares, in accordance with the rules and regulations in effect. The maximum number of Company shares that may be repurchased under this authorization may not exceed 10% of the total number of shares outstanding, as this number may be adjusted to take into account transactions related to the Company s share capital that may occur after this shareholders meeting. However, such repurchases may not at any time cause the Company to hold, directly or indirectly through its indirect subsidiaries, more than 10% of its share capital. As of December 31, 2006, the Company held, directly or indirectly, 161,200,707 of the 2,425,767,953 shares making up its share capital. Under these circumstances, the maximum number of shares that the Company could repurchase is 81,376,088 shares, and the maximum amount that the Company might spend to acquire these shares is 6,103,206,600 euros. This authorization to repurchase Company shares would be granted for a period of 18 months. Board of Directors In the sixth to the eighth resolutions, we propose that you renew the appointments of Messrs. Thierry Desmarest, Thierry de Rudder and Serge Tchuruk as members of the Board of Directors, each for an additional three-year term. In addition, the Board of Directors has noted that as of December 31, 2006 the employees, under the meaning given to that term by Article L of the French Commercial Code, of the Total group held 3.74% of the Company s share capital. Consequently, in application of article 11 of the Company s Articles of Association, it is proposed to re-appoint a Director representing employee shareholders, the term of the present Director representing employee shareholders expires at the present meeting. 10 COMBINED GENERAL MEETING TOTAL

11 SUMMARY OF RESOLUTIONS Mr. Daniel Boeuf was appointed by the Shareholders Meeting of May 14, It is proposed to appoint the Director representing employee shareholders from among the following employee shareholders: Mr. Daniel Boeuf, member of the Supervisory Board of the Total Actionnariat France employee investment fund, selected as a candidate for the Director representing employee shareholders by the Supervisory Board of the Total Actionnariat France employee investment fund (68,675,754 shares held at December 31, 2006) (ninth resolution); Mr. Philippe Marchandise, Chairman of the Supervisory Board of the Total Actionnariat International employee investment fund, selected as a candidate for the Director representing employee shareholders by the Supervisory Board of the Total Actionnariat International employee investment fund (15,542,253 shares held at December 31, 2006) (tenth resolution); Mr. Mohammed Zaki, selected as a candidate for the Director representing employee shareholders by employee shareholders who hold their shares directly (4,927,691 shares held at December 31, 2006) (eleventh resolution). In application of Article 11 of the Company s Articles of Association, the candidate from the list above who receives the highest number of votes from the shareholders present or represented by proxy at the Shareholders Meeting will become the Director representing employee shareholders, subject to the resolution concerning his nomination also having received a majority of affirmative votes. Considering the number of shares held by the Total Actionnariat France employee investment fund (at December 31, 2006, 75.6% of the total number or shares held by employees under the meaning given to that term by Article L of the French Commercial Code), the Board of Directors recommends that Mr. Daniel Boeuf s term be renewed as Director representing employee shareholders. Accordingly, the Board of Directors has recommended the ninth resolution and has not recommended the tenth and the eleventh resolutions. More information about Messrs. Boeuf, Marchandise and Zaki can be found on page 28 below. Directors compensation To take in account the increase of activity of the Board of Directors and its special Committees, more specifically of the Audit Committee, and the separation, decided in February 2007, of the Nominating & Compensation Committee into two Committees: the Nominating and Governance Committee and the Compensation Committee, the twelfth resolution proposes to set at 1,100,000 euros the global annual amount to be paid to the Directors as compensation. The present amount of 900,000 euros was decided by the Shareholders Meeting of May 14, Resolutions for the Extraordinary General Meeting The delegations of authority given by the Shareholders Meeting of May 17, 2005 to the Board of Directors for the purpose to increase capital expire in It is proposed to renew these delegations for a new period of 26 months. Also proposed is the authorization to grant options to subscribe for or to purchase stock of the Company in favor of the management and key employees of the Group, and amendment of Articles of Association to take in account new provisions of the French regulation. Delegation of authority to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital, with preferential subscription rights As a result, we request that, by approving the thirteenth resolution, you delegate for a period of 26 months from the date of this Shareholders Meeting, to the Board of Directors, the authority to decide to proceed with one or more issuances of common shares as well as any securities providing access by any means, immediately or in the future, to common shares of the Company, with preferential subscription rights. The capital increases undertaken pursuant to this delegation may be carried out through the payment of cash consideration or by incorporation of share premiums, reserves, profits or other amounts where such incorporation is authorized by applicable law or regulation and may take the form of a grant of shares without consideration or an increase in the nominal value of the existing shares. The maximum nominal amount of the Company s share capital that may be issued is four (4) billion euros, the same amount as approved by the ordinary and extraordinary Shareholders Meeting of May 17, This amount represents approximately 66% of the Company s share capital as at December 31, The nominal amount of any common shares that are issued pursuant to the fourteenth resolution of this Shareholders Meeting, which provides for the issuance of common shares or equity-related securities without preferential subscription rights, will be counted against this maximum nominal amount. The nominal amount of any common shares that are issued pursuant to the fifteenth resolution of this Shareholders Meeting, which provides for capital increases reserved for employees COMBINED GENERAL MEETING TOTAL 11

12 COMBINED GENERAL MEETING participating in Company savings plans, will also be counted against this maximum nominal amount set by the Shareholders under the thirteenth resolution. On the other hand, the nominal amount of common shares that may be issued pursuant to the sixteenth resolution of this shareholders meeting, which grants options to subscribe for or to purchase stock of the Company, or that may be issued to the thirteenth resolution of the Shareholders Meeting of May 17, 2005, for share grants (for no consideration), will not be counted against the maximum nominal amount of capital increases set by this Shareholders Meeting under the thirteenth resolution. Also, the maximum nominal amount of debt securities that may, either immediately or at a future date, be redeemable, exchangeable or otherwise convertible into equity securities of the Company that may be issued may not exceed ten (10) billion euros, or the equivalent value on the date of issuance decision. This is the same amount as approved by the ordinary and extraordinary Shareholders Meeting of May 17, 2005, and covers issuances under both the thirteenth and fourteenth resolutions. Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital, without preferential subscription rights In the fourteenth resolution, we propose that you delegate to the Board of Directors the authority to decide, during a period of 26 months from the date of this Shareholders Meeting, to issue common shares of the Company as well as any securities providing access by any means, immediately or in the future, to common shares of the Company, without maintaining preferential subscription rights, but with the possibility of creating a priority subscription period open to shareholders. We also propose that you delegate to the Board of Directors the authority to decide to increase the number of securities to be issued, as provided for by law, if an issuance is oversubscribed. The maximum number of shares that could be created in case an issuance were oversubscribed is currently limited to 15% of the initial issuance, and these additional shares must be issued within thirty days of the close of the initial subscription period and at the same price as for the initial issuance. In addition, under Article of the decree n mentioned above, the price of any common shares that may be issued under this delegation must be no less than the average of the market price for TOTAL shares for the three trading days prior to pricing the issuance, minus a discount of up to 5% of such average that the Board of Directors may apply. The maximum nominal amount of the Company s share capital that may be so issued is one billion eight hundred million euros (1.8G ). This is the same amount as approved by the ordinary and extraordinary Shareholders Meeting of May 17, This amount represents approximately 29.7% of the Company s share capital as at December 31, Any issuance pursuant to this resolution will be counted against the aggregate maximum amount authorized by the shareholders under the thirteenth resolution. Also, the maximum nominal amount of debt securities that may, either immediately or at a future date, be redeemable, exchangeable or otherwise convertible into equity securities of the Company that may be issued may not exceed ten (10) billion euros, or the equivalent value on the date of issuance. This is the same amount as approved by the ordinary and extraordinary Shareholders Meeting of May 17, This delegation may also be used to issue shares as consideration for securities that are tendered to the Company under a public exchange offer meeting the provisions of Article L of the French Commercial Code. Any capital increase carried out for this purpose would be counted against the maximum amount authorized by this resolution. Delegation of authority granted to the Board of Directors for the purpose of conducting capital increases by the issuance of common shares to employees participating in a Company savings plan Since this Extraordinary Shareholders Meeting is voting on the delegations of authority to proceed with capital increases, we have, pursuant to the provisions of Article L of the French Commercial Code, submitted for your consideration a resolution concerning capital increases reserved for employees under Articles L and L of the French Labour Code, concerning employee shareholders, and Articles L and L of the French Commercial Code. Therefore, in the fifteenth resolution, we propose that you delegate to the Board of Directors the authority to decide to increase the share capital of the Company, in one or more transactions, within a maximum amount of 1.5% of the share capital outstanding as of the day the Board of Directors decided on the issuance. Any capital increase under this fifteenth resolution will be counted against the aggregate maximum amount authorized by the thirteenth resolution of this Shareholders Meeting. Any subscription for all such issuances will be reserved to the employees of the Company and the connected French or foreign companies, under the meaning of Article L of the French Commercial Code, provided that such employees are participating in a Company savings plan. 12 COMBINED GENERAL MEETING TOTAL

13 SUMMARY OF RESOLUTIONS This authorization would be given for a 26 month period from the date of this Shareholders Meeting. The Board of Directors advises that any such issuance entails the waiver by the shareholders of their preferential subscription rights in favour of the employees for whom the capital increase is reserved. The subscription price of such new shares may not be lower than the average of the opening prices listed during the twenty trading sessions prior to the day of the Board of Directors decision establishing the opening date of subscriptions, less the maximum discount provided for by law on the date of the Board of Directors decision. Allocation of stock options The Shareholders Meeting of May 14, 2004 authorized the Board of Directors to grant options to subscribe for or purchase stock of the Company in favour of the management and key employees of the Group, within a limit of 3% of the share capital. Since this authorization expires in 2007, the sixteenth resolution proposes to authorize the Board of Directors, during a 38 month period, to grant stock options in favour of the management and key employees of TOTAL S.A. and those companies that are at least 10% directly or indirectly owned by TOTAL S.A. The total number of options granted under this authorization may not give rights to subscribe for or purchase a number of shares more than 1.5% of the share capital outstanding as of the day of the Board of Director s decision to grant the options. The term of the options shall be for a maximum of eight years from their granting. The option exercise price shall be determined by the Board of Directors, and shall not be lower than the average of opening prices on the twenty trading days preceding the day of the Board of Director s decision to grant the options. In the event of an allotment of options to purchase stocks, in accordance with article L of the French Commercial Code, the price of allotment of the options to purchase stock may not be less, as of the date on which the options to purchase shall be granted, than 80% of the average price of purchase of the stocks held by the Company pursuant to articles L and L of the Commercial Code. We inform you that, pursuant to the provisions of Article L of The French Commercial Code as modified by Law n of December 30, 2006 and applicable to the stock options granted since December 31, 2006, the Board of Directors will have either to decide that the options may not be exercised by the management before the end of their functions, either to determine the number of shares granted the management have to keep under registered form until the term of their functions. Authorization to reduce the Company s capital by cancelling shares The Shareholders Meeting of May 7, 2002, authorized the Board of Directors, on its decisions alone, and per period of 24 months, to reduce the capital by cancelling shares previously acquired by the Company, within the limit of 10% of the capital outstanding as of the date of the cancellation, in accordance with Article L of the French Commercial Code. Making use of this authorization, the Board of Directors of the Company cancelled, during the period, an equal number of 497,595,980 shares with a par value of 2.5 euros. Since the authorization given by the Shareholders Meeting of May 7, 2002, expires at the date of the present Meeting, the seventeenth resolution proposes to authorize the Board of Directors, per period of 24 months, to reduce the capital by cancelling shares within the limit of 10% of the capital outstanding as of at the date of the cancellation, in order to give the Company maximum latitude to implement its share repurchase program whose objectives were explained in the fifth resolution submitted for your approval. This authorization would be given for a five year period following the present Shareholders Meeting. Amendment of Articles of Association In the eighteenth resolution, we propose to supplement the second paragraph of Article 13 of the Articles of Association, by adding the option for Directors to participate in Board Meetings by phone and not only via videoconference. Thus, the Board would have at its disposal all options authorized by recent legal dispositions. In addition, the amendments of Article 17 2 of the Articles of Association proposed in the nineteenth and twentieth resolutions, are to take into account new rules from the French Decree n of December 11, 2006 modifying the Decree of March 23, the first proposition takes into account the new provisions which replace the former rules of blocking shares from trading to attending meetings, with a record date system. COMBINED GENERAL MEETING TOTAL 13

14 COMBINED GENERAL MEETING As from January 1, 2007, participation at a General Meeting is subject to a share recording or registration requirement. Shares must either be held in the registered account maintained by the Company (or its Agent) or recorded in a bearer shares account maintained by a financial intermediary. A certificate of participation ( attestation de participation ), is to be provided to qualified shareholders as proof of this registration. For the listed Companies, the recording or the registration of shares in such an account must be effective no later than 0:00 a.m., on a record date three business days prior to the General Meeting. If, after having received such a certificate, shares are sold or transferred prior to this record date, the certificate of participation will be cancelled and votes sent by mail or proxies granted to the Company for such shares will, as a result, also be cancelled. If shares are sold or transferred after this record date, the certificate of participation will remain valid and votes cast or proxies granted will be taken into account. - the second proposition consists of a formal adaptation of Article 17 2 paragraph 4, of the Articles of Association, consecutive of the first modification as indicated above, to maintain the faculty already provided in the Articles of Association to reduce the required time to take into account the voting forms received by the Company. Pursuant to the regulation, the voting forms received by the Company are not any more taken into account if they arrive less than three days before the date of the Shareholders Meeting. However, the Decree of March 23, 1967 authorizes a reduction of the delay if provided by the Articles of Association. This is the purpose of the nineteenth resolution. - The third amendment, proposed in the twentieth resolution, is to specify the procedures governing electronic signatures in the event of votes cast electronically, and to reword the Articles of Association by introducing the option given by the article of the French Civil Code and to adopt a system of electronic signatures resulting from any reliable identification process that shall guarantee its connection with the instrument related thereto. This option will give to the Company more flexibility in the choice of systems to be adopted for the implementation of votes cast electronically. Resolutions presented in accordance with the provisions of Articles L and R of the French Labor Code and Articles L of the French Commercial Code and 128 of the amended decree of March 23, 1967 After the publication of the notice of the Company s shareholders meeting in the French Bulletin d Annonces Légales Obligatoires (Bulletin of Mandatory Legal Announcements or BALO) on February 26, 2007 the Company has received new proposed resolutions: - From the UES Upstream Total group worker s council 2 place de la Coupole La Défense Paris la Défense cedex France, in accordance with the provisions of Article L of the French Labor Code. The texts of the two proposed resolutions are contained in resolutions A and B below (pages 24 and 25) - From the Supervisory Board of the Total Actionnariat France Employee Investment Fund 2 place de la Coupole La Défense Paris la Défense cedex France, in accordance with the provisions of Article 128 of the French Decree of March 23, 1967 (this Fonds Commun de Placement or FCP is the registered shareholder of more than the minimum number of shares set forth under Article 128 of the decree mentioned above) in the same terms as the resolution B proposed by the Total group worker s council; - From shareholders having combined more than 0.5% of the share capital of the Company. The text of this proposed resolution presented by PhiTrust Active Investors 41 rue Boissy d Anglas Paris France is contained in resolution C below (page 25). Presentation of the reasons relative to these resolutions Resolution A (procedure to nominate the employee-shareholder Director) The purpose of this resolution is to amend the procedure to nominate the employee director representing employee shareholders in order to obtain better representation of the candidates submitted for shareholder approval at the General Meeting, both in terms of representing capital held and that of employee shareholders. It is included in the set of proposals of the French Institute of Administrators (IFA) from February Legal procedures to nominate the director representing employee shareholders may now be defined by the Articles of Association, while until the end of 2006, they were defined by decree. The conditions in effect today for nominating directors were established under this regulatory constraint and, as such, are not satisfactory from the point of view of all shareholders and that of employee shareholders. 14 COMBINED GENERAL MEETING TOTAL

15 SUMMARY OF RESOLUTIONS The international character and history of your Group explain why its employee shareholdership appears in various forms, though some of them are not particularly large. Accordingly, while employee shareholdership represents more than 3.7% of your Company s capital, its various forms break down across 5 types of investments. In fact, today two employee savings funds are actually quite large, and each holds more than 0.5% of your Company s capital. While the other forms of employee shareholdership hold at most 0.2% of the capital, they are likely to recommend candidates to you today for the position of employee director. Moreover, aware of its lack of representation, one employee savings fund, at the initiative of employeeshareholder representatives, preferred this year to decline the right to present a candidate to you. The 0.5% threshold is used by French law for any shareholder group for the purposes of presenting a resolution for your votes. In addition, it is legitimate from the shareholders point of view to limit candidacies for the employee-director appointment only to groups of employee shareholders holding at least this portion of your Company s capital. By adopting this resolution, you will thus be assured of this director s representation and your freedom of choice will remain intact in the current environment; you will not be distracted by candidacies supported by very specific employee savings structures. This proposed procedure to nominate the employee director allows your Board of Directors to approve a candidate in the context of a transparent procedure. Moreover, the criteria used until now by your Board to approve a candidate is indeed the portion of capital represented by the employee savings structure that nominated the said candidate. The other aspect of this resolution to ensure real representation of the candidates is the requirement that they be nominated solely by employee shareholders or their representatives. Today, the supervisory boards of both representative employee-savings funds are comprised two-thirds of representatives of bearers of shares and onethird of representatives of the Company s management. Representatives of employee shareholders from the supervisory board of the fund reserved for French employee shareholders are elected by these French employee shareholders based on a census vote, where the number of each shareholder vote is capped at a maximum number of shares. Representatives of the supervisory board of the fund reserved for non-french employee shareholders are subject to a more complicated nomination procedure depending on local laws and the employee-representation methods specific to each country. In order for the employee director to benefit from the best conditions to ensure them the necessary independence of mind to fulfill their duties properly, the conditions of their nomination must be legitimized by the General Shareholders Meeting as well as the vote of the employee shareholders or, otherwise, that of their representatives alone. The current process that requires the support of the Company s management in order to be a candidate in the General Shareholders Meeting can only boost the dependence of the candidate with regard to the Company s management, in particular in anticipation of reelection. Lastly, in order to clarify the shareholders choice, the resolution provides that, for each of the candidates submitted for your votes, the shareholders will be informed of the portion of the Company s capital held by the employee-savings plan investments that nominated each of the candidates, the result of the nomination process, and the nature of the electoral college that nominated the candidate for your votes. By clarifying the methods for nominating employeeshareholder directors and by providing the General Shareholders Meeting with a clearer choice of representative candidates, this proposed resolution is included as one of the seven IFA proposals issued in February Resolution B (granting of restricted shares) The purpose of this resolution is to permit the granting of restricted shares to all of the Group s employees throughout the world under the provisions of Article L of the French Labor Code. The distribution of these restricted shares to employees under French contracts benefits from favorable tax and social security status. The distribution is capped at 0.2% of the Company s capital over 26 months. This distribution supplements other methods of assistance to the employee shareholdership, which are reaching their limits today. - Stock-option distributions are centered on less than 2,800 employees throughout the world (out of a total of 110,000) with a low annual renewal rate of the beneficiaries. - Less than 10% of employees have until now been affected by restricted share grants permitted by the authorization of the May 17, 2005 General Shareholders Meeting, while at the same time, the future renewal rate of the beneficiary population will probably be lower. - The last capital increase reserved for employees had a subscription rate of 44% worldwide, and only 38% outside France. A distribution to all Group employees, permitted by this proposed resolution, will permit them to establish savings for themselves in order to continue and to develop their shareholder commitment to the Group. This will be particularly relevant in certain regions of the world (Africa, Latin America, and Asia-Oceania), where employees have already demonstrated their desire to develop their shareholdership of the Company but are restricted by insufficient savings capacity. COMBINED GENERAL MEETING TOTAL 15

16 COMBINED GENERAL MEETING The authorization sought by this proposed resolution does not cancel the authorization of May 17, 2005, which expires in July 2008, as the shareholders may not redistribute to all employees a portion of the amounts fully paid by the prior authorization. The granting of bonus shares from the prior authorization falls solely under the responsibility of the Board of Directors, according to Article of the French Commercial Code. This prior authorization has been used until now only up to the limit of 18% of the May 2005 authorization, or 0.18% of the capital as of May 17, The extent of the authorization hereby requested of you is therefore similar to the one that has already been used. Resolution C (deletion of the statutory clause limiting voting rights) Total s Board of Directors believes that the clause limiting voting rights has the effect of ensuring that a minority shareholder may not, in the event of low participation or representation at the general shareholders meeting, artificially control this meeting. The legitimate exercise of any shareholder s rights at the General Shareholders Meeting, regardless of the rate of participation, must be guaranteed by the Company s Articles of Association and by the corporate officers. The relevance of the strategy, management quality, and reliability of communication must successfully convince shareholders to resist potential attempts to take control that are contrary to the Company s interests. Most CAC 40 companies do not have such limitations and have not had attempts to take control or remove Board members contrary to shareholder interests. Furthermore, a provision such as this does not prevent a takeover bid, but it in fact restrains the presence in the capital of key shareholders, which supports the strategy of Total s board of directors over the long term. 16 COMBINED GENERAL MEETING TOTAL

17 Proposed Resolutions Resolutions for the Ordinary General Meeting (resolutions 1 to 12) First resolution (Approval of parent company financial statements) Upon presentation of the reports by the Board of Directors and by the auditors, the shareholders hereby approve the financial statements of TOTAL S.A. for the fiscal year ended December 31, Second resolution (Approval of consolidated financial statements) Upon presentation of the reports by the Board of Directors and by the auditors, the shareholders hereby approve the consolidated financial statements of TOTAL S.A. for the fiscal year ended December 31, Third resolution (Allocation of earnings, declaration of dividend) The shareholders note that earnings for the 2006 fiscal year amount to 5,252,106, euros. After taking into account available retained earnings of 1,671,090, euros, the amount of earnings available for distribution totals 6,923,197, euros. A total of 2,425,767,953 shares are entitled to the fiscal year 2006 dividend, corresponding with shares outstanding with dividend rights for the 2006 fiscal year. This number of shares is divided between 2,392,762,953 shares that may profit by the interim dividend and the balance dividend, and 33,005,000 shares that may have right to the interim dividend but having no right to the balance dividend for the fiscal year 2006, because of their cancellation on January 10, 2007 decided by the Board of Directors, in accordance with the authorization of the Combined General Meeting of May 7, The shareholders, acting on the recommendation of the Board of Directors, hereby resolve to allocate this amount as follows: Dividend 4,503,181, euros Retained earnings 2,420,016, euros 6,923,197, euros Accordingly, the amount of the dividend declared is 1.87 euro per share. An interim dividend of 0.87 euro per share was paid on November 17, 2006, the balance of 1.00 euro per share shall be paid in cash on May 18, In accordance with Article 243 bis of the French General Tax Code, it is indicated that the interim dividend of 0.87 euro per share paid on November 17, 2006 as well as the balance of 1.00 euro per share, are eligible for the 40% deduction provided for by Article of the French General Tax Code, which is available to those individual taxpayers whose tax residence is in France. For reference, the dividends declared for the last three fiscal years were as follows: Total dividend 3, , ,973.1 (in millions of euros) Interim dividend (a) 0.75 (c) 0.60 (d) - (in euros per share of 2.5 euros par value) Number of shares of 2.5 euros per value having paid the interim dividend (a) 2,441,261,560 2,498,659,444 - Dividend (or balance, as appropriate) (a) 0.87 (b) 0.75 (c) (d) (in euros per share of 2.5 euros par value) Number of shares of 2.5 euros par value having paid the dividend (or balance, as appropriate) (a) 2,413,692,924 2,454,175,172 2,530,291,548 (a) (b) (c) (d) The data appearing in this table relating to the amounts of the interim dividend and the dividend (or the balance, as appropriate), as well as relating to the numbers of shares, have been adjusted to take into account the four-for-one split of the share s par value, which took place on May 18, 2006, immediately after payment of the balance of the dividend for the 2005 fiscal year, in accordance with the fifteenth resolution of the May 12, 2006 General Meeting. Amounts eligible for the 40% deduction provided for by Article of the French General Tax Code, which is available to those individual taxpayers whose tax residence is in France. Amounts eligible for the 50% deduction provided for by Article of the French General Tax Code, which is available to those individual taxpayers whose tax residence is in France. Amounts with right to an avoir fiscal under the regulations in place at that time. If at the time of the payment of the interim dividend or of the balance dividend, the company held any of its own shares, then the net profit corresponding to unpaid interim or balance dividends with respect to those shares shall be allocated to retained earnings. Fourth resolution (Agreements covered by Article L of the French Commercial Code) Upon the presentation of the special report of the auditors concerning the agreements covered by Article L of the French Commercial Code, the shareholders hereby approve the conclusions of such report and the agreements mentioned therein. COMBINED GENERAL MEETING TOTAL 17

18 COMBINED GENERAL MEETING Fifth resolution (Authorization for the Board of Directors to trade shares of the company) Upon presentation of the report by the Board of Directors and of certain information appearing in the description of the program prepared in accordance with articles and thereafter of the General Regulation (Règlement général) of the French Financial Markets Authority (Autorité des marchés financiers), and in accordance with the provisions of Article L of the French Commercial Code and of Council Regulation n 2273/2003 dated December 22, 2003 concerning the application of Council Directive n 2003/6/CE dated January 28, 2003, the shareholders hereby authorize the Board of Directors to buy or sell the shares within the framework of a share buyback program. The purchase of such shares may be transacted by any means on the market or over the counter, including by block-trades. Such transactions may include the use of any derivative financial instruments, whether traded on a regulated exchange or over the counter, as well as the use of hedging strategies in accordance with the regulations of the relevant market authorities. These transactions may be carried out at any time, excluding during a public offering of the Company s share capital, in accordance with the rules and regulations in effect. The maximum purchase price is set at 75 euros per share. In case of a capital increase by incorporation of reserves and restricted stock grant, and in the case of a stock-split or a reverse-stock-split, this maximum price shall be adjusted by applying the ratio of the number of shares outstanding before the transaction to the number of shares outstanding after the transaction. The maximum number of shares that may be purchased under this authorization may not exceed 10% of the total number of shares outstanding, as this number may be adjusted from time to time as a result of transactions after the date of the present meeting, and under no circumstances may the Company hold, either directly or indirectly through indirect subsidiaries, more than 10% of its share capital. As of December 31, 2006, of the 2,425,767,953 shares outstanding, the company held 60,869,439 shares directly, and 100,331,268 shares indirectly through its indirect subsidiaries, for a total of 161,200,707 shares. Under these circumstances, the maximum number of shares that the Company could repurchase is 81, shares, and the maximum amount that the Company might spend to acquire such shares is 6,103,206,600 euros. The purpose of this share buyback program is to reduce the number of shares outstanding and/or to permit the Company to fulfill its engagements in connection with: - convertible or exchangeable securities that may give holders rights to receive shares upon conversion or exchange, - stock option or other share attribution programs for management or employees of the Company or of other companies in the Group (notably restricted stock- grant programs or the exchange guarantee put in place by the Company for beneficiaries of Elf Aquitaine stock option plans, the terms of which are specified in the prospectus for the public exchange offer of TotalFina on Elf Aquitaine dated September 22, 1999 (COB visa no ). This program may also be used by the Company to trade in its own shares, either on or off the market, for any other purpose that is authorized or any allowable market practice, or any other purpose that may be authorized or any other market practice that may be allowable by applicable law or regulation. The Company will inform its shareholders, by way of a press release, when the program is to be used for such purposes or market practices. According to the desired purpose, shares that are acquired by the Company through this program may be: - cancelled, up to the maximum legal limit of 10% of the total number of shares outstanding on the date of the operation per each 24-month period, - granted to the employees of the Group and to the management of the Company or of other companies in the Group, - delivered to the holders of options to purchase the Company s shares having exercised such options, - delivered to the holders of Elf Aquitaine subscription options having exercised options that are covered by the Company s exchange guarantee, - sold to employees, either directly or through the intermediary of Company savings plans, or - delivered to the holders of securities that grant such rights to receive such shares, either through redemption, conversion, exchange, presentation of a warrant or in any other manner. While they are held by the Company, such shares will not have voting rights or dividend rights. This authorization is granted for a period of eighteen months from the date of this meeting or until the date such authorization is renewed at an ordinary general shareholders meeting prior to the expiration of such eighteen-month period. The Board of Directors is hereby granted all authority, with the right to delegate such authority, to undertake all actions that are necessary or useful to carry out the program or programs authorized by this resolution. This resolution replaces and, as regards any unused portion of the previous authorization, cancels the sixth resolution of the Ordinary and Extraordinary Meeting held on May 12, COMBINED GENERAL MEETING TOTAL

19 PROPOSED RESOLUTIONS Sixth resolution (Renewal of the appointment of Mr. Thierry Desmarest as a Director) The shareholders hereby renew the appointment of Mr. Thierry Desmarest as a Director for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. Seventh resolution (Renewal of the appointment of Mr. Thierry de Rudder as a Director) The shareholders hereby renew the appointment of Mr. Thierry de Rudder as a Director for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. Eighth resolution (Renewal of the appointment of Mr. Serge Tchuruk as a Director) The shareholders hereby renew the appointment of Mr. Serge Tchuruk as a Director for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. Tenth resolution (*) (Appointment of a Director representing employee shareholders in application of Article 11 of the Articles of Association) Not approved by the Board of Directors The shareholders hereby appoint Mr. Philippe Marchandise as the Director representing employee shareholders for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. Eleventh resolution (*) (Appointment of a Director representing employee shareholders in application of Article 11 of the Articles of Association) Not approved by the Board of Directors The shareholders hereby appoint Mr. Mohammed Zaki as the Director representing employee shareholders for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. (*) Resolutions 9 to 11: in application of Article 11 of the Articles of Association, only one candidate representing employee shareholders is to be appointed as Director. The candidate receiving the highest number of votes, and having at least a majority of the votes cast will be appointed to serve in this capacity. Ninth resolution (*) (Appointment of a Director representing employee shareholders in application of Article 11 of the Articles of Association) Approved by the Board of Directors The shareholders hereby renew Mr. Daniel Boeuf as the Director representing employee shareholders for a term of three years expiring at the conclusion of the shareholders meeting called to approve the financial statements for the 2009 fiscal year. Twelfth resolution (Determination of the total amount of Directors compensation) The shareholders hereby decide to set the global annual amount of compensation to be paid to the Directors of the Company at 1,100,000 euros, to be effective for the 2007 financial year and until otherwise resolved. COMBINED GENERAL MEETING TOTAL 19

20 COMBINED GENERAL MEETING Resolutions for the Extraordinary General Meeting (Resolutions 13 to 20) Thirteenth resolution (Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital while maintaining shareholders preferential subscription rights) Upon presentation of the report of the Board of Directors and the auditors special report, and ruling under conditions for quorum and majority required for extraordinary general meetings, in accordance with the provisions of Articles L and L of the French Commercial Code, the shareholders hereby: 1 Delegate authority to the Board of Directors to decide on one or more capital increases by issuing common shares of the company as well as any securities providing access by any means, immediately and/or in the future, to common shares of the company; such shares or securities may be issued in France or abroad, and may be issued in euros, foreign currencies or any monetary unit pegged to several currencies. The delegation granted accordingly to the Board of Directors shall be valid for a twenty-six month period beginning from this meeting; 2 Decide that the total amount of capital that may be increased as such immediately and/or in the future may not exceed an aggregate ceiling of four (4) billion euros in par value; such amount shall be added, as applicable, to the additional amount of shares to be issued in order to protect, in compliance with the law, the rights of bearers of securities providing access to shares; Decide, secondly, that amounts shall be applied against this aggregate ceiling equal to the par value of common shares, if any, that would be issued under the fourteenth resolution of this meeting relating to issuing common shares or any securities providing access to capital while curtailing preferential subscription rights, as well as the par value amount of common shares, if any, that would be issued under the fifteenth resolution of this meeting relating to increasing the capital reserved for employees participating in a company savings plan; Decide, furthermore, that the maximum par value amount of securities representing debt instruments that may be issued and providing immediate or future access to a portion of the company s capital, whether issued under this resolution or under the fourteenth resolution, may not exceed a ceiling of ten (10) billion euros, or its equivalent value, as of the date of the issuance decision; 3 Decide that shareholders have a preferential subscription right on an irreducible basis for securities issued under this resolution in proportion to the amount of their shares. Furthermore, the Board of Directors may grant shareholders the right to subscribe for any resulting excess securities on a reducible basis, in proportion to the subscription rights they hold and within the limit of their requests; 4 Decide that if the subscriptions on an irreducible basis and, if applicable, on a reducible basis, have not absorbed the entire issuance of shares or securities as defined above, the Board of Directors may choose to allocate all or a portion of the unsubscribed securities or offer all or a portion of the unsubscribed securities to the public; 5 Take formal note that the decision to issue securities providing access to capital shall imply that the shareholders waive their preferential subscription right to the shares to which the securities issued entitle them, in accordance with the provisions of Article L of the French Commercial Code; 6 Decide that the Board of Directors, during the same 26 month period, shall have the authority to decide on one or more capital increases by capitalizing premiums, reserves, surpluses or other line items that may be capitalized in accordance with the law and the Articles of Association, in the form of a share grant or an increase in the par value of existing shares; 7 Decide that rights to fractions of shares shall be nontransferable and the corresponding shares shall be sold, with the proceeds allocated among the holders of rights within the timeframe provided for by regulations; 8 Decide that the Board of Directors may, if it deems such action appropriate, allocate costs and fees arising from the issuances to the corresponding premium amount and deduct from this amount sums required to raise the legal reserve to one-tenth of the new capital after each issuance; 9 Take formal note that this delegation renders ineffectual, up to the unused portion, any previous delegation having the same purpose. 20 COMBINED GENERAL MEETING TOTAL

21 PROPOSED RESOLUTIONS Fourteenth resolution (Delegation of authority granted to the Board of Directors to increase capital by issuing common shares or any securities providing access to capital without preferential subscription rights) Upon presentation of the report of the Board of Directors and the auditors special report, and ruling under conditions for quorum and majority required for extraordinary general meetings, in accordance with the provisions of Articles L , L and L of the French Commercial Code, the shareholders hereby: 1 Delegate authority to the Board of Directors to decide on one or more capital increases by issuing common shares of the company as well as any securities providing access by any means, immediately and/or in the future, to common shares of the company; such shares or securities may be issued in France or abroad, and may be issued in euros, foreign currencies or any monetary unit pegged to several currencies. The delegation granted accordingly to the Board of Directors shall be valid for a 26 month period beginning from this meeting; 2 Decide that the total amount of capital that may be increased immediately and/or in the future may not exceed one billion eight hundred million euros in par value; such amount shall be applied against the ceiling established in the thirteenth resolution, and such amount shall be added, as applicable, to the additional amount of shares to be issued in order to protect, in compliance with the law, the rights of bearers of securities providing access to shares; 3 Decide that, for each of the issuances made in connection with this resolution, and in the event of surplus demand, the Board of Directors shall have the authority to decide to increase the number of securities to be issued under the conditions provided for in Article L of the French Commercial Code and within the limit of the ceiling provided for in paragraph 2 above; 4 Decide, furthermore, that the maximum par value amount of securities representing debt instruments that may be issued and providing immediate or future access to a portion of the company s capital, whether issued under the thirteenth resolution or under this resolution, may not exceed a ceiling of ten (10) billion euros, or its equivalent value, as of the date of the issuance decision; 5 Decide to cancel the shareholders preferential subscription right to these securities that shall be issued in accordance with the law and to grant to the Board of Directors the power to establish a priority period in favor of shareholders to subscribe for them in accordance with the provisions of Article L of the French Commercial Code; 6 Take formal note that the decision to issue securities providing access to capital shall imply that the shareholders waive their preferential subscription right to the shares to which the securities issued entitle them, in accordance with the provisions of Article L of the French Commercial Code; 7 Reiterate that the issue price of common shares that may be issued under this delegation shall be subject to the provisions of Article L of the French Commercial Code; 8 Decide that the capital increases may be made such that they compensate for securities that would be contributed to the Company in connection with a tender offer of securities meeting the conditions established in Article L of the French Commercial Code. The total par value amount of capital increased in this context shall be applied against the one billion eight hundred million euro ceiling set out in paragraph 2; 9 Decide that the Board of Directors may, if it deems such action appropriate, allocate costs and fees arising from the issuances to the corresponding premium amount and deduct from this amount the sums required to raise the legal reserve to one-tenth of the new capital after each issuance; 10 Take formal note that this delegation renders ineffectual up to the unused portion any previous delegation having the same purpose. Fifteenth resolution (Delegation of authority granted to the Board of Directors to increase capital under the conditions provided for in Article L of the French Labor Code) Upon presentation of the report of the Board of Directors and the auditors special report, and ruling under conditions for quorum and majority required for extraordinary general meetings, in accordance with the provisions of Articles L , L of the French Labor Code relating to employee share ownership and Articles L , L , L and L of the French Commercial Code, the shareholders hereby: 1 Delegate authority to the Board of Directors to increase capital on one or more occasions within a maximum period of 26 months beginning from the day of this meeting, within the limit of 1.5% of the capital outstanding as of the day the Board of Directors decided on the issuance; it is furthermore specified that the amount of capital issued shall be applied against the aggregate ceiling for capital increases authorized by this meeting in the thirteenth resolution; COMBINED GENERAL MEETING TOTAL 21

22 COMBINED GENERAL MEETING 2 Reserve the subscription of shares to be issued to employees of the company and of related French or foreign companies within the meaning of Article L of the French Commercial Code, provided that these employees participate in a company savings plan; 3 State that this authorization shall result in the shareholders waiver of their preferential subscription right in favor of the employees for whom the capital increase is reserved; 4 Decide that the subscription price of new shares may not be lower than the average of the first prices listed during the 20 trading sessions prior to the day of the Board of Directors decision establishing the opening date of subscriptions, less the maximum discount provided for by law on the day of the Board of Directors decision; 5 Take formal note that this delegation renders ineffectual, up to the unused portion, any previous delegation having the same purpose. Sixteenth resolution (Authorization to grant subscription or purchase options for the company s stock to certain employees of the Group as well as to the management of the company or of other Group companies) Upon presentation of the report of the Board of Directors and the auditors special report, the shareholders hereby authorize the Board of Directors, in accordance with Articles L and L to L of the French Commercial Code, to grant options on one or more occasions to the benefit of members of the staff and management of TOTAL S.A. and companies (or economic interest groups) in which TOTAL S.A. directly or indirectly holds at least 10% of the capital (or shares). Such options shall entitle holders to: - subscribe for new shares of the company issued under its capital increase, or - purchase existing shares of the company arising from repurchases the company made under conditions provided for by law. In the case of subscription options, this authorization calls for shareholders to expressly waive their preferential subscription rights to shares to be issued while options are exercised in favor of the beneficiaries of the options. The total number of options granted under this authorization may not entitle holders to subscribe for or purchase more than 1.5% of the shares outstanding as of the day of the Board of Directors decision to grant the options. The term of the options shall be a maximum of eight years from the time they were granted. The Board of Directors shall establish the subscription or purchase price of the shares under option according to procedures and within the limits authorized by laws in effect on the day these options are granted. This price shall nevertheless not be lower than the average of the first prices listed for the share during the 20 trading sessions prior to the day the Board of Directors grants the options. The shareholders hereby give all powers to the Board of Directors, within the limits established above, to: - define whether the options shall be subscription or purchase options for shares; - determine all terms and conditions of the options, in particular the conditions under which such options shall be granted, designate the beneficiaries and establish the number of options allocated to each of them, establish the period or periods for granting the options; - decide on the terms and conditions under which the price and number of shares to be subscribed shall be adjusted, in the event of financial transactions involving the company s capital; - define the periods for suspending the opportunity to exercise the options, in the event of financial transactions involving the company s capital; - adjust as necessary the price and number of options granted in accordance with applicable legal provisions, in the event of the company s financial transactions; - and generally take all necessary measures, and in particular carry out any and all formalities to effect the related capital increase or increases resulting from the exercise of the options, and amend the Articles of Association accordingly. This authorization shall be granted for a 38 month period from the date of this meeting and shall cancel any unused amounts otherwise available under the nineteenth resolution of the Combined General Meeting of May 14, Seventeenth resolution (Authorization to be granted to the Board of Directors to reduce capital by canceling shares) Upon presentation of the report of the Board of Directors and the auditors special report, and ruling under conditions for quorum and majority required for extraordinary general meetings, the shareholders hereby authorize the Board of Directors, in accordance with Article L of the French Commercial Code, to reduce the company s capital on one or more occasions by canceling shares that the Company holds or that it 22 COMBINED GENERAL MEETING TOTAL

23 PROPOSED RESOLUTIONS could hold as a result of purchases made in connection with this same article. The shareholders hereby grant all powers to the Board of Directors, with the option to sub-delegate such powers under conditions provided for by law, to carry out such capital reduction or reductions based on its decisions alone, in 24 month periods and within the limit of 10% of the total number of shares outstanding as of the transaction date, to decide on the amount, and to apply the difference between the repurchase value of the securities and their par value against any reserves or premiums, to amend the Articles of Association accordingly, and to complete all necessary formalities related thereto. This authorization shall cancel and replace any unused amounts otherwise available under the authorization granted by the thirteenth resolution of the Combined General Meeting of May 7, 2002 and shall expire at the conclusion of the General Meeting called to approve the financial statements for the fiscal year ending December 31, Current text Eighteenth resolution (Amendment of Article 13, paragraph 2, of the company s Articles of Association with regard to the methods that may be used to participate in Board of Directors meetings) Upon presentation of the report of the Board of Directors and ruling under conditions for quorum and majority required for extraordinary general meetings, the shareholders hereby decide to supplement the second paragraph of Article 13 of the Articles of Association by adding the option for directors to participate in Board meetings by any means of telecommunication. Consequently, the shareholders hereby decide to reword the second paragraph of Article 13 of the Articles of Association as follows: The presence in person, or when the law so authorizes, via videoconference or telecommunication means determined by decree, of at least one-half of the board members shall be required for valid deliberations. (The rest of the Article shall remain unchanged.) Nineteenth resolution (Amendment of Article 17-2 of the Company s Articles of Association to take into account new rules from the decree of December 11, 2006 relating to the Company s book-based system for recording shares for shareholders wishing to participate in any form whatsoever in a general meeting of the Company) Upon presentation of the report of the Board of Directors and ruling under conditions for quorum and majority required for extraordinary general meetings, the shareholders hereby decide to amend Article 17-2 of the Articles of Association as follows: Amended text Article 17-2 The owners of bearer shares or shares that are entered in an account not maintained by the company must, to be entitled to attend or to have themselves represented at the shareholders meetings, file a certificate drawn up by the broker keeping their accounts recording the nontransferability of the securities until the meeting date at the places indicated in the meeting notice, at least one day before the date of the meeting. The owners of registered shares entered in an account maintained by the Company must be entered in the Company s registers at least one day before the day scheduled for the meeting in order to be entitled to attend or to have themselves represented at the shareholders meetings. Any meeting member who wants to be represented by a proxy must file his proxy form at the registered office at least one day before the meeting. However, the Board of Directors has the discretion to waive in whole or in part the said periods and to accept filings not conforming to the said limits. Participation in general meetings, in any form whatsoever, shall be subject to registering or recording shares under the conditions and within the time periods provided for by regulations in effect. (deleted) (deleted) The Board of Directors shall have the option to accept ballots and powers of attorney that should reach the company after the deadline provided for by regulations in effect. COMBINED GENERAL MEETING TOTAL 23

24 COMBINED GENERAL MEETING Twentieth resolution (Amendment of Article 17-2 of the company s Articles of Association to take into account rules relating to electronic signatures in the event of a vote cast via telecommunication) Upon presentation of the report of the Board of Directors and ruling under conditions for quorum and majority required for extraordinary general meetings, the shareholders hereby decide to amend the last paragraph of Article 17-2 of the Articles of Association in order to specify the procedures governing electronic signatures in the event of votes cast electronically. Consequently, the shareholders hereby decide to reword the last paragraph of Article 17-2 of the Articles of Association as follows: It also has the option to decide that shareholders may participate and vote in any meeting by videoconference or other means of telecommunication under the conditions established by regulations in effect; the electronic signature that may result from any reliable identification process shall guarantee its connection with the instrument related thereto. Resolutions presented in accordance with the provisions of Articles L and R of the French Labor Code and Articles L of the French Commercial Code and 128 of the amended decree of March 23, Resolution A (New procedure to nominate the employeeshareholder director) Paragraphs 7) to 9) of Article 11 of the Articles of Association are amended as follows: 7) Candidates for appointment to the office of employee-shareholder director are nominated under the following conditions: a) When voting rights linked to shares held by employees or by investment funds of which they are beneficiaries are exercised by members of the supervisory board of these investment funds, the candidates are nominated among representatives of the bearers of shares on this board by the said representatives. Only investment funds holding more than 0.5% of the Company s capital at the end of the fiscal year may nominate candidates. b) When voting rights linked to shares held by employees (or by investment funds of which they are beneficiaries) are exercised directly by these employees, the candidates are nominated at the time of the consultation set out in Article L of the French Commercial Code, or by employee shareholders in a meeting convened specifically for such purpose, or by a vote in a written consultation. Only candidacies presented by a group of shareholders representing at least 5% of the shares held by employees exercising their individual voting rights are acceptable, if these shareholders hold more than 0.5% of the Company s capital at the end of the fiscal year. 8) Procedures to nominate candidates not defined by legal and regulatory provisions in effect or by these Articles of Association are determined by the Chairman of the board of directors, particularly with regard to the candidate-nomination schedule. 9) A list of all the candidates who may be validly nominated is drawn up. This list must include at least two, and no more than three, names. a) In the event more than three electoral colleges may each nominate a candidate, only the three electoral colleges holding the largest portions of the Company s capital will be allowed to nominate a candidate. b) The list of candidates is attached as an exhibit to the notice of the General Shareholders Meeting called to appoint the director representing employee shareholders. For each candidate, this list includes, aside from legal information, the portion of the Company s capital held by the employee-savings investments defined in paragraph 7, the type and composition of the electoral college that nominated the candidate, and the detailed result of the nomination process. 24 COMBINED GENERAL MEETING TOTAL

25 PROPOSED RESOLUTIONS Resolution B (Authorization to grant restricted shares of the Company to Group employees) Upon presentation of the report of the Board of Directors and the auditors special report, and ruling under conditions for quorum and majority required for extraordinary general meetings in accordance with Articles L and L and subsequent of the French Commercial Code, the shareholders hereby: - Authorize the Board of Directors to proceed, in one or more grants in favor of the employees of the Company or of related companies within the meaning of Article L of the French Commercial Code, with restricted grants of existing shares or shares to be issued from the Company, according to the ceilings and procedures of Article L of the French Labor Code; - Decide that the Board of Directors shall determine the allocation of restricted shares among employees according to the procedures of Article L of the French Labor Code; - Decide that the maximum total number of restricted shares granted may not represent more than 0.2% of the Company s existing capital on the day the Board of Directors decides on the grant of restricted shares and that the grant of restricted shares to their beneficiaries shall be final at the end of a minimum two-year acquisition period, with the minimum duration of the beneficiaries obligation to hold the restricted shares established at two years; - Authorize the Board of Directors to increase capital on one or more occasions by capitalizing premiums, reserves, or surpluses in order to grant restricted shares under the conditions set out in this resolution and take formal note that this authorization calls for shareholders to automatically relinquish the portion of surpluses, reserves and share premiums that, if applicable, would be used to issue new shares. The shareholders hereby delegate all authority to the Board of Directors, with the right to delegate such authority under legal limits, in order to implement this authorization and in particular in order to: - Determine whether the restricted shares granted will be shares to be issued or existing shares; - If applicable, to increase capital by capitalizing reserves or share premiums in order to grant restricted shares; - And generally to take all necessary measures, to carry out any and all formalities to effect the related capital increase or increases resulting from granting bonus shares and to amend the Articles of Association accordingly. This authorization is given for a period expiring on July 31, It is in addition to the authorization granted at the General Shareholders Meeting of May 17, 2005 up to the limit of 1% of the share capital as of that date. For fiscal years 2005 and 2006, the authorization of May 17, 2005, expiring in July 2008, was used only up to the limit of 0.18% of the capital and only involved less than 10% of the Group s personnel. Resolution C (Amendment of Article 18 paragraph 7 of the Company s Articles of Association in view of deleting the statutory clause limiting voting rights) The shareholders hereby delete paragraph 7 of Article 18 of the Company s Articles of Association establishing a limitation in General Shareholders Meetings of 10% of single voting rights and 20% of double voting rights of the shareholders. COMBINED GENERAL MEETING TOTAL 25

26 BOARD OF DIRECTORS Membership of the Board of Directors of TOTAL S.A. during 2006 (1) : Thierry Desmarest* Aged 61. Chairman and Chief Executive Officer of TOTAL S.A. since May 31, Director of Sanofi-Aventis, of Air Liquide. Member of the Supervisory Board of AREVA. Appointed Chairman and Chief Executive Officer of Elf Aquitaine. Director of TOTAL S.A. since 1995 and until Holds 477,200 shares. Paul Desmarais Jr Aged 52. Independent Director (2). Chairman and co-chief Executive Officer of Power Corporation of Canada. Vice-Chairman and Executive Director of Pargesa Holding. Vice- Chairman of the Board of Directors of Imerys. Director and member of the Executive Committee of Great-West (Canada), Bruxelles Lambert Group, London Insurance Group. Director of Suez. Director of TOTAL S.A. since 2002 and until Holds 2,000 shares of TOTAL (corresponding to 2,000 ADR) Daniel Boeuf Aged 58. Director representing employee shareholders. Manager training and competencies management Refining and Marketing. Elected member, representing parts holders, of the Supervisory Board of the Total Actionnariat France employee investment fund. Director of TOTAL S.A. since May, 2004 and until Holds 2,400 shares of TOTAL and 3,112 parts of the Total Actionnariat France employee investment fund. Daniel Bouton Aged 56. Independent Director (2). Chairman and Chief Executive Officer of Société Générale. Director of Veolia Environnement. Director of TOTAL S.A. since 1997 and until Holds 3,200 shares. Jacques Friedmann Aged 74. Independent Director (2). Director of L.V.M.H. Director of TOTAL S.A. since 2000 and until May 12, Bertrand Jacquillat Aged 62. Independent Director (2). University Professor. Co-founder and Chairman and Chief Executive Officer of Associés en Finance. Member of the Supervisory Board of Klépierre, Presses Universitaires de France (PUF). Director of TOTAL S.A. since 1996 and until Holds 3,600 shares. Antoine Jeancourt-Galignani Bertrand Collomb Aged 64. Independent Director (2). Chairman of Lafarge. Director of TOTAL S.A. since 2000 and until Holds 4,712 shares. Aged 69. Independent Director (2). Former Chairman of Assurances Générales de France. Chairman of the Supervisory Board of Euro Disney SCA. Director of Gecina, Société Générale, Kaufman & Broad. Director of TOTAL S.A. since 1994 and until Holds 4,400 shares. *Chairman of the Board of Directors since February 14, COMBINED GENERAL MEETING TOTAL

27 BOARD OF DIRECTORS Anne Lauvergeon Aged 47. Independent Director (2). Chairman of the AREVA Management Board. Director of Suez, Vice-President of the Supervisory Board of Safran. Director of TOTAL S.A. since 2000 and until Holds 2,000 shares. Thierry de Rudder Aged 57. Independent Director (2). Managing Director of Bruxelles Lambert Group. Director of Suez, Imerys. Director of TOTAL S.A. since 1999 and until Holds 3,956 shares. Lord Peter Levene of Portsoken Aged 65. Independent Director (2). Chairman of Lloyd s, International Financial Services London, General Dynamics UK Ltd. Director of TOTAL S.A. since May 2005 and until Holds 2,000 shares. Jürgen Sarrazin Aged 70. Independent Director (2). Former Chairman of the Dresdner Bank Management Board. Director of TOTAL S.A. since 2000 and until May 12, Serge Tchuruk Maurice Lippens Aged 63. Independent Director (2). Chairman of Fortis. Director of Bruxelles Lambert Group, Belgacom, Finasucre. Director of TOTAL S.A. since 2003 and until Holds 3,200 shares Aged 69. Independent Director (2). Chairman of Alcatel-Lucent. Director of Thales. Director of TOTAL S.A. since 1989 and until Holds 61,060 shares. Pierre Vaillaud Christophe de Margerie* Aged 55. President of Exploration and Production of Total Group. Member of the Group s Executive Committee since Director of TOTAL S.A. since May 12, 2006 and until Holds 72,000 shares of TOTAL and 31,537 parts of the Total Actionnariat France employee investment fund. Michel Pébereau Aged 64. Independent Director (2). Chairman of BNP Paribas. Director of Lafarge, Saint-Gobain. Member of the Supervisory Board of AXA. Chairman of Federation Bancaire Européenne. Director of TOTAL S.A. since 2000 and until Holds 2,356 shares. Aged 71. Independent Director (2). Former Chairman and Chief Executive Officer of Elf Aquitaine and Technip. Director of Technip. Member of the Supervisory Board of Oddo et Cie. Director of TOTAL S.A. since 2000 and until Holds 2,000 shares The Directors are appointed for a term of three years (article 11 of the Company s Articles of Association). (1) Information at December, 31, (2) The independence of the members of the Board of Directors is reviewed every year by the Board itself, with the most recent review having occurred on February 13, Upon the proposal of the Nominating & Compensation Committee, the Board notes that the Directors complied with the criteria of independence contained in the 2002 AFEP-MEDEF Report, with the exception of one Director who has been a director of the Company for a period exceeding the twelve years recommended by the report. The Board, taking into account the nature of the Company s industry, with the associated long-term investments and activities, considered that service as a director over a long period corresponds to certain experience and authority that strengthens the independence of a director. The Board also considered the business dealings between Group companies and certain of banking institutions where the Directors are members of the Board of TOTAL, and concluded it does not represent a significant part of the activity of these groups which would affect the independent judgement of both concerned Directors. *Chief Executive Officer of TOTAL since February 14, 2007 COMBINED GENERAL MEETING TOTAL 27