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Recent Corporate Governance Developments
Division of the par value of the Total share
Listing of Arkema
Dividend and Taxation
Shares
Sources of Information
FAQs–Total Shareholders in Belgium
Recent Corporate Governance Developments
At its meeting on February 13, 2007, the Board of Directors, acting on a proposal by the Nominating & Compensation Committee, enacted certain changes related to the Group’s corporate governance, effective as of February 2007. The Board amended the Directors Charter, subsequently renamed the Rules of Procedure of the Board of Directors, mainly to take into account the fact that separate individuals would serve as Chairman and as Chief Executive Officer and to create a separate Nominating & Governance Committee and Compensation Committee to divide the duties of the former Nominating & Compensation Committee. The Board also adopted charters for these committees. Also on February 13, 2007, the Board of Directors appointed Mr. Christophe de Margerie as Chief Executive Officer of the Company. Mr. Thierry Desmarest remains Chairman of the Board of Directors.
How was split the positions of Chairman of the Board and CEO?
Chairman of the Board of Directors
- Organizes and conducts the Board of Directors’ activity
- Ensures communication between the Board of Directors and the shareholders, in relation with the executive management
- In close coordination with the executive management, may represent the Company within the framework of its top-level relationships with government bodies and main partners of the Group
Chief Executive Officer
- Proposes the strategic directions to the Board of Directors
- Carries operational responsibility for all Group activities within the framework of the strategic directions set by the Board of Directors
- Chairs the Executive Committee (primary decision-making body of the Group)
- Chairs the Management Committee (coordination among the divisions of the Group)
Division of the par value of the Total share
What were the terms of the stock split?
The Annual Shareholders' meeting of May 12, 2006 has approved the four-for-one split of the Total share on May 18, 2006. In fact, each shareholder has been allocated 4 new Total shares with a par value of € 2.5 for each former share having a par value of € 10. In addition, following the approval of the division by 4 of the par value, the company has modified the ratio between the ADS listed on the New York Stock Exchange and the Total share; one ADS corresponds to one new share (versus two ADS for one share previously). Consequently, the holder of 2 ADS representing one former share now holds 4 ADS representing 4 new shares.
What are the consequences of the split?
The operation does not impact the global value of your portfolio, as illustrated by the example below: a shareholder with 100 Total shares and a purchase price of € 200.
| |
May 17, 2006
before the split |
May 18, 2006
after the split |
|
| Number of shares |
100 |
400 |
|
| Share's value (in euros) |
200 |
50 |
|
| Portfolio's value (in euros) |
20, 000 |
20, 000 |
|
| |
|
|
|
Listing of Arkema
What were the terms of the listing of Arkema?
Following the approval by the Annual Shareholders' Meeting of May 12, 2006, Total S.A. contributed its interest in the entities carrying on Arkema businesses. On May 18, 2006, each Total share received one Arkema share allotment right, with 10 allotment rights giving right to one Arkema share.
The allotment rights for fractional Arkema shares, i.e. rights whose number is not sufficient to obtain one Arkema share, are freely tradable, for purchase or sale, on the Eurolist market by Euronext TM until June 26, 2006, and then on the delisted securities section of Euronext Paris until December 29, 2006. Besides the Arkema shares are freely tradable on the Eurolist market by EuronextTM since May 18, 2006.
As an example, a shareholder with 100 Total shares has received on May 18, 2006, 100 allotment rights that automatically converted into 10 Arkema shares.
Dividend and Taxation
How much is the dividend for the past fiscal year?
The 2006 dividend was 1.87 euro per share, an increase of 15% relative to that of year 2005.
What will be the amount of the 2007 dividend ?
The Board of Directors will propose at the May 16, 2008 Annual Shareholder's Meeting a dividend of 2.07 euros per share for 2007. Taking into account the interim dividend of 1 euro par share paid on November 16, 2007, the remaining 1.07 euros per share would be paid on May 23, 2008, after the approval of the Annual Shareholder's Meeting.
Dividend history (in euros)
The figures in the table below have been adjusted retroactively to take into account the 4-for-1 stock split completed on May 18, 2006.
| |
2007 |
2006 |
2005 |
2004 |
2003 |
|
| Net dividend per share |
2.07* |
1.87 |
1.62 |
1.35 |
1.175 |
|
| Interim dividend |
1.00
Paid
November
16, 2007 |
0.87
Paid
November
17, 2006 |
0.75
Paid
November
24, 2005 |
0.60
Paid
November
24, 2004 |
|
|
Balance of dividend |
1.07*
Paid
May 23,
2008* |
1.00
Paid
May 18,
2007 |
0.87
Paid
May 18,
2006 |
0.75
Paid
May 24,
2005 |
|
|
| Gross dividend per share** |
- |
- |
- |
1.65 |
1.7625 |
|
| Avoir fiscal tax credit** |
- |
- |
- |
0.30 |
0.5875 |
|
| |
|
|
|
|
|
|
* After the approval of the Annual Shareholder's Meeting on May 16, 2008. In accordance with the new calendar established for stock-related events by Euronext Paris on November 26, 2007, the ex-dividend date for the remainder of the 2007 dividend will be May 20, 2008 and the payment in cash will be May 23, 2008.
** On the basis of a 50% tax credit on dividends put in payment before January 1, 2005, effective date for the physical persons of the abolition of the tax credit by the finance law for 2004. For other shareholders, the tax credit was abolished by the aforementioned law as from January 1, 2004.
The figures in the table below have not been adjusted retroactively to take into account the 4-for-1 stock split completed on May 18, 2006.
| |
2005 |
2004 |
2003 |
2002 |
2001 |
2000 |
|
| Net dividend per share |
6.48 |
5.40 |
4.70 |
4.10 |
3.80 |
3.30 |
|
| Interim dividend |
3
Paid
November
24, 2005 |
2.40
Paid
November
24, 2004 |
|
|
|
|
|
| Balance of dividend |
3.48
Paid
May 18,
2006 |
3
Paid
May 24,
2005 |
|
|
|
|
|
| Gross dividend per share* |
- |
6.60 |
7.05 |
6.15 |
5.70 |
4.95 |
|
| Avoir fiscal tax credit* |
- |
1.20 |
2.35 |
2.05 |
1.90 |
1.65 |
|
| |
|
|
|
|
|
|
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* On the basis of a 50% tax credit on dividends put in payment before January 1, 2005, effective date for the physical persons of the abolition of the tax credit by the finance law for 2004. For other shareholders, the tax credit was abolished by the aforementioned law as from January 1, 2004.
What is the amount of the 2007 interim dividend?
The interim dividend is of 1 euro per share paid on November 16, 2007.
When will be paid the 2007 dividend?
The Board of Directors will propose at the May 16, 2008 Annual Shareholder's Meeting a dividend of 2.07 euros per share for 2007. Taking into account the interim dividend of 1 euro par share paid on November 16, 2007, the remaining 1.07 euros per share would be paid on May 23, 2008, after the approval of the Annual Shareholder's Meeting.
What is the pay date for the ADR dividend?
The last ADR dividend was paid on December 11, 2006. The next ADR dividend pay date was June 8, 2007.
What is the ex-dividend date for the ADR dividend?
The last ex-dividend date for the ADR was November 14, 2006. The next ex-dividend date for the ADR was May 15, 2007.
How is the interim dividend taxed?
The interim dividend is a partial payment made in the current year.
The interim dividend for 2006, paid on November 17, 2006, relates to 2006 earnings.
How will the final dividend be taxed?
The final dividend is paid after it is approved at the Annual Shareholders' Meeting.
The 2006 final dividend was paid on May 18, 2007, after the approval of the Annual Shareholders’ Meeting on May 11, 2007, and will be subject to tax regulations in effect in 2007.
Change in the avoir fiscal
According to the terms of the 2004 finance laws, the avoir fiscal will no longer be paid to individual shareholders effective January 1, 2005 (which will impact income taxes filed in 2006). Effective on that date, the dividend amount will benefit from:
Dividends received in 200 (impacting income taxes filed in 2007) have benefit from:
a deduction of 40%,
a deduction of €1,525 for a single person and of €3,050 for a couple,
a tax credit equal to 50% of the dividend up to a maximum of €115 for a single taxpayer and up to €230 for a couple.
Earnings from a PEA have the right to a tax credit.
Dividends received in 2005 (impacting income taxes filed in 2006) have benefit from:
a deduction of 50%,
a deduction of €1,220 for a single person and of €2,440 for a couple,
a tax credit equal to 50% of the dividend up to a maximum of €115 for a single taxpayer and up to €230 for a couple.
Earnings from a PEA have the right to a tax credit.
I am liable for the French wealth tax. What is the tax value of my Total shares?
If you are liable for the wealth tax in France ("ISF"), you can report your Total shares in your 2007 return (filed in 2008) based on either:
the closing price on December 31, 2007, i.e. €56.83, or
the average of the closing prices quoted for the last thirty trading days of 2007, i.e. €55.31.
How many years can I roll over capital losses?
Capital losses on sales of marketable securities and stock rights are available for set off against capital gains on similar sales realized in the same year or in any of the next five years, or ten years for losses incurred since 2002.
Only those losses that arise from taxable transactions may be taken into account. Under current French tax rules, if you sold less than €15,000 worth of securities in 2004, the transactions are tax exempt. Since any gains are not taxable, you will not be able to roll over any losses.
Shares
Are Total shares included in any stock market indices?
Total is included in the CAC 40, DJ Euro Stoxx 50, DJ Stoxx 50, DJ Global Titans indices.
Are Total shares included in any sustainable development indices?
Total is included in the DJSI World, DJ STOXX SI, FTSE4Good, FTSE ISS CGI, ASPI.
What is Total’s weighting in the stock market indices (market capitalization as of december 31, 2007)?
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CAC 40 |
12.6% |
1st position |
|
| |
DJ Euro Stoxx 50 |
5.2% |
1st position |
|
| |
DJ Stoxx 50 |
3.6% |
5th position |
|
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DJ Global Titans |
2.3% |
13th position |
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What is Total’s free float as of December 31, 2007?
95% as of December 24, 2007*
* Change following the decision of Euronext Paris to change the definition of free float applicable to Euronext Paris indices. As of December 24, 2007, free float is calculated to the exclusion of all interests with more than 5% of voting rights in the issuing entity, except where such an interest is held by an undertaking for collective investment or a pension fund. This rule applies to all Euronext Paris indices weighted for free-float capitalization.
What is the par value of the Total share?
The par value is €2.5 (since the division by 4 of the par value effected on May 18, 2006).
Where are Total shares traded?
Total shares are traded on the Paris, Brussels, London and New York stock exchanges.
What are the ticker codes for Total shares?
ISIN Total Share: FR0000120271
ISIN Elf Aquitaine Share: FR0000120420
Reuters: TOTF.PA
Bloomberg: FP FP
Datastream: F:TAL
Mnémo: FP
What is the SRD?
If you want to postpone settlement/delivery of your transaction on Total shares until the end of the month, you should request the deferred settlement service (“service de règlement différé,” or SRD) when you place your order. This service offered by banks and brokers allows their customers to defer settlement of a transaction until the last trading day of the month. The minimum margin requirement is set by the bank or broker and may represent up to 100% of the transaction amount.
The deferred settlement service can be requested for all types of order. Revocable orders are valid up to the settlement date. An individual investor may carry out several transactions on the same securities during a given trading month. In this case, only the net balance of these transactions will be credited or debited at the month-end. On the settlement date, the position may be rolled over to the next monthly settlement date.
Under current French tax rules, deferred settlement may not be requested for transactions involving stocks held in a PEA (Personal Equity Plan).
What is an ADS?
An ADS (American Depositary Share) is a security representing one or more shares of a non-US company. ADSs are used by non-US companies to permit trading of their shares in the US market. Each ADS is represented by an ADR (American Depositary Receipt).
An ADR is a registered certificate issued by a US bank in exchange for foreign securities deposited outside the United States.
For Total, one ADS/ADRs traded in North America on the New York Stock Exchange (NYSE) are equivalent to one Total share traded in Europe.
Sources of Information
Where can I obtain information about Total’s results?
All of Total’s results announcements and presentations to analysts are available in the  Results & Presentations section.
To find out about significant company events, click on Press Releases.
When are the next meetings between Total and its individual shareholders?
You can find this information in the Financial Calendar section.
How can I take part in shareholders’ meetings?
If you hold registered shares: Total will mail you all the necessary documents to take part in the Shareholders’ Meeting. At the door, you will be asked to present either an admittance card or proof of identity.
If you hold bearer shares: You will need to obtain a proxy/postal voting form or an admittance card from the bank or broker that manages your securities account. At the entrance to the Meeting, you will be asked to present either an admittance card in defect, you have to appear in the daytime of the General assembly provided with a certificate of participation ("attestation de participation") delivered by your bank.
How many shares do I need to own to be entitled to join the Shareholders’ Club?
You will find this information in the  Shareholders' Club section of our Web site.
How can I convert my Total shares into registered shares?
You will find this information in the Registered Shares section of our Web site.
Who are the members of Total’s Board of Directors?
Since May 11, 2007, the members of Total’s Board of Directors are Thierry Desmarest, (Chairman), Daniel Boeuf, Daniel Bouton, Bertrand Collomb, Paul Desmarais Jr., Bertrand Jacquillat, Antoine Jeancourt Galignani, Anne Lauvergeon, Peter Levene of Portsoken, Maurice Lippens, Christophe de Margerie, Michel Pébereau, Thierry de Rudder, Serge Tchuruk and Pierre Vaillaud.
Who are the members of Total’s Executive Committee?
Christophe de Margerie, Chairman of the COMEX (Chief Executive Officer)
François Cornélis, Vice-Chairman of the COMEX (President of Chemicals)
Michel Bénézit, President of Refining & Marketing
Robert Castaigne, Chief Financial Officer
Yves-Louis Darricarrère, President of Exploration & Production
Jean-Jacques Guilbaud, Chief Administrative Officer
FAQs–Total Shareholders in Belgium
Which bank acts as the payment agent for Total dividends in Belgium?
The payment agent for dividends on Total shares and stock certificates is ING BELGIQUE, Avenue Marnix 24, 1000 Brussels.
Where can I collect dividends on Total stock certificates without paying any fee?
Payments for coupons detached from Total stock certificates will be made without any fee at branches of the following banks:
ING BELGIQUE (Avenue Marnix 24, 1000 Brussels).
Fortis Banque SA (Montagne du Parc 3, 1000 Brussels).
KBC Bank NV (Avenue du Port 2, 1080 Brussels).
Which form must I use to retrieve part of the deduction at source in France ?
Since 1st January 2007, the following forms should be used (two sets of documents):
The first set relates to the affidavit of residence and is composed of three identical documents: two in French (5000 FR), or in Dutch (5000 NL) or in German (5000DE), the third document being in French.
The second set relates to the calculation of withholding tax on dividends and repayment of equalisation tax and tax credits and is composed of three identical documents: two in French- (5000 FR), or in Dutch(5000 NL) or in German (5000DE), the third document being in French.
An explanatory notice is available in French (5000NOT FR), in Dutch (5000NOT NL) or German (5000NOT DE). These notices explain how to obtain the repayment of withholding tax.
Where can I obtain these tax forms?
These forms are available:
At your tax office
At the the Bureau Central de Taxation de Bruxelles-Etranger, Etranger North Galaxy , Boulevard du Roi Albert II, 33 , 1030 Brussels, (Tel. : +32 2 576 99 25)
At your financial institution
At the Centre des impôts des non-résidents, 10 rue du Centre, 93465 Noisy le Grand, France
On the website of the Fiscal administration  www.impots.gouv.fr (using reference Cerfa forms 12816*01) where they can also be filled in.
How many tax forms have to be filed now that the dividend is paid in two installments (interim dividend in November + final dividend in May)?
A single tax return is all that is required, after the final dividend is paid. However, if you want, you can file two tax returns, one after the interim dividend and one after the final dividend. |
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