TotalFinaElf Makes Offer on PetroFina Outstanding Shares

TotalFinaElf S.A. through its subsidiary Total Chimie, submitted a draft prospectus to Belgium's Commission Bancaire et Financiere (CBF) on November 8, 2001 for a squeeze out to purchase the remaining 90,129 PetroFina shares not yet owned by the TotalFinaElf group, at a price of EUR 600 per share (attached coupons 19 et seq.). This amounts to 0.38% of PetroFina's capital.

The offer would allow minority PetroFina shareholders to sell their shares without being constrained by the limited trading volume of the Euronext Brussels weekly Public Auction Market, where the PetroFina shares are traded.

Since April 27, 2001, Total Chimie has held the TotalFinaElf group's entire shareholding in PetroFina, i.e. 23,480,610 shares representing 99.62% of PetroFina's capital, following Total Fina Elf S.A.’s contribution of its shares. The planned transaction would total EUR 54.1 million.