Total and Banco Santander Central Hispano (Santander) have signed an agreement to implement the provisions of the partial award made on March 24, 2006 by the Netherlands Arbitration Institute, which adjudicated their dispute concerning Cepsa.

Under the agreement, the Cepsa shares held by investment vehicle Somaen Dos which are due to Total are returned effective today. Total now directly owns 44.5% of Cepsa’s share capital. Total and Santander have terminated their shareholder agreements concerning Cepsa.

In addition, subject to the approval of the European Commission, Santander will transfer to Total 4.35% of Cepsa’s share capital at a price of €4.54 per share. Once this transaction has been completed, the parties will instruct the arbitrators to terminate the arbitration proceedings.

Both transactions have been approved by Spanish market regulator Comision Nacional del Mercado de Valores (CNMV), which has confirmed that Total is not required to make a takeover bid for Cepsa.

Total is very satisfied with this agreement, which consolidates its position as the core shareholder in Cepsa, whose growth it will continue to support.