Result of Exchange Offer

Total Fina Elf. 17 November 2000 Results of the Exchange Offer by the French company TOTAL FINA ELF for all shares not yet in its possession of the Belgian societe anonyme PETROFINA At the closing date of the Exchange Offer on November 7, 2000, 202 930 PetroFina shares had been tendered to this offer. As a consequence, TOTAL FINA ELF now holds 23 480 610 PetroFina shares, i.e. 99,62% of the share capital of PetroFina. The delivery of the shares to PetroFina shareholders who tendered their shares to the Exchange Offer will take place on November 23, 2000. In consideration for the tender of the PetroFina shares, TOTAL FINA ELF has issued 913 185 new TOTAL FINA ELF shares. Applications have been made for the listing of these shares on the Paris, London and Brussels Stock Exchanges which would bring the number of TOTAL FINA ELF shares listed to 739 661 987. The Exchange Offer will not be reopened. TOTAL FINA ELF will review the financial, economic, legal and tax implications of a squeeze-out of the remaining shares not yet in its possession after the Exchange Offer. TOTAL FINA ELF has not ruled out the possibility of effecting a squeeze-out in the future. TOTAL FINA ELF will re-submit its request to the Brussels Stock Exchange for the de-listing of the PetroFina shares and the PetroFina VVPR Strips. This request was initially filed on June 10, 1999. The completion of this Exchange Offer by TOTAL FINA ELF for the PetroFina shares, combined with the restructuring of the operations of PetroFina accomplished after the closing of the initial Exchange Offer by TOTAL for PetroFina shares in 1999, resulted in a combination between TOTAL FINA ELF and PetroFina S.A., by virtue of Article 12 of the Warrant Agreement executed on August 5, 1998 between Citibank N.A. and PetroFina, S.A. As a result of this combination, completed on November 8, 2000, all of the 290 882 outstanding PetroFina US warrants have automatically been exchanged for 235 614 newly issued TOTAL FINA ELF US warrants, each TOTAL FINA ELF US warrant giving the right to subscribe until August 5, 2003 for one TOTAL FINA ELF American Depositary Share at the price of USD 46,94. In case of exercise, these TOTAL FINA ELF warrants give, in accordance with the warrant agreement, the right to subscribe for 235 614 TOTAL FINA ELF American Depositary Shares which represent 117 807 newly issued TOTAL FINA ELF shares.
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