Annual Mtg Draft Resolutions

Total S.A.
14 March 2006


        Total's Board of Directors prepares draft resolutions for     
                May 12, 2006 Annual Meeting of Shareholders
  
Paris, March 14, 2006 : The Board of Directors of Total, chaired by Thierry
Desmarest, met on March 14, 2005. The following resolutions*, among others, will
be proposed to the shareholders at the May 12, 2006 Annual Meeting in Paris :
 
•    Approval of the consolidated accounts and parent company accounts for the 
     year ended December 31, 2005.
 
•    Proposal to pay a cash dividend for 2005 of 6.48 € for each 10 € nominal 
     value share, with the remaining balance of 3.48 € per share to be paid on 
     May 18, 2006.
    
•    Re-election as directors for three-year terms of Mrs, Anne Lauvergeon, and 
     Messrs. Daniel Bouton, Bertrand Collomb, Antoine Jeancourt-Galignani, 
     Michel Pebereau, and Pierre Vaillaud.


•    Appointment as a director for a three-year term of Christophe de Margerie, 
     President of Exploration and Production for Total.

•    Approval of the operations linked to the establishment of Arkema as a 
     company independent of Total:
    
     o  The contribution by Total to Arkema of the Vinyl Products, Industrial 
        Chemicals and Performance Polymers activities

     o  The allocation of the Arkema shares to the Total shareholders on the 
        basis of one share of ArKema for every ten shares of Total with a 10 € 
        nominal value.

     o  The Arkema shares will be quoted on Eurolist by Euronext.

The projected effective date for the spin-off is May 18,2006. A draft prospectus
describing the spin-off is being reviewed by the AMF and is expected to be
available on the Total website in early April.

    o   Proposal to split each of the Company's 10 € nominal value shares to 
        create four shares with a nominal value of 2.5 € each. The split would 
        be effective May 18, 2006.

The Board has reviewed the estimated subscriptions to the capital increase in
shares reserved for employees offered in February 2006. This subscription will
allow the percentage of shares held by Company employees to increase from 3.3%
to 3.75% and will generate proceeds of about 460 million euros.

The text of such resolutions will be published in the ' BALO ' on March 22,2006
and will also be available on Total's website (www.total.com).


Total is the fourth largest oil and gas company in the world with operations in
more than 130 countries, Total's activities cover the whole energy chain of the
petroleum industry: exploration, oil and gas production, refining and marketing,
trading and power generation. The Group is also a major player in chemicals.
Total has more than 111,000 employees worldwide. More information can be found
on the company's website: www.total.com 

Christophe de Margerie Member of Total's Executive Committee President
Exploration arid Production

Christophe de Margerie is a graduate of the Ecole Superieure de Commerce, Paris.
Born in 1951, he joined Total's finance division in 1974 initially in the budget
department and then as finance manager for the exploration and production
subsidiaries before being appointed Group Treasurer in 1987. In May of 1990 he
joined Total's Trading and Middle East division where he was, successively
Finance Director, then Vice-President for the Middle East, then President,
Middle East before becoming Senior Vice-President for that division in March
1992 at which time he was appointed a member of Total's Management Committee,

In June 1995 he was appointed President of Exploration and Production for
TotalFina, and in March 2000 after the merger with Elf, he was appointed Senior
Vice-President of Exploration and Production. In January 2002, he became
President of Exploration and Production for TotalFinaElf (which became Total on
May 6, 2003). He has been a member of the Group's Executive Committee since May
1999.



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