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Shareholding structure
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| Recapitulation:
Shareholder Agreement
On June 26, 1992, the French State signed a shareholder
agreement with AGF, Crédit Lyonnais and GAN, effective for
a minimum period of five-years. Under this Agreement, the three
companies agreed to comply with certain rules (for the companies,
non-transferability of the shares covered by the agreement until
its termination; transferability of shares permitted, by special
dispensation, between the companies and their majority-owned subsidiaries;
the State and the three companies being considered as acting in
concert, with respect to the provisions of the agreement) affecting
the holding and transfer of a total aggregate number of 18,529,437
Total shares which the three companies owned. These shares were
held as follows: Crédit Lyonnais - 7,411,775 shares; AGF
- 7,411,775 shares; GAN - 3,705,887 shares. The three companies
and the French State declared that they were acting in concert with
respect to the Shareholders' Agreement (SBF Notice no. 92-2503 of
September 18, 1992). On June 18, 1996, an amendment to the agreement
of June 26, 1992 modified these provisions (SBF Notice no. 96-2169
of June 28, 1996). The number of shares involved was dropped to
11 million, divided as follows: AGF assumed commitments for 4,400,000
shares, the Consortium de Réalisation (1) for 4,400,000 shares
and GAN for 2,200,000 shares. This amendment also brought forward
the expiration date of the pact to May 23, 1997. On that date, the
signatories to the agreement of June 26, 1992 held a total of 14,269,453
shares, or 5.85% of the share capital, representing 16,450,105 voting
rights, or 6.28% of the total voting rights.
The Shareholders' Agreement expired on May 23,
1997. Following the expiration of the pact and the end of the partnership,
the holding of each of the signatories dropped below the threshold
of 5% of the voting rights (CMF Notice of May 26, 1997, and SBF
Notice no. 97-1722 of May 27, 1997).
Relations between TotalFinaElf and the French
State
Since May 7, 1998, the French State has no TotalFinaElf
shares (2).
The agreements of May 17, 1924 and June 25, 1930
governed relations between TotalFinaElf and the French State, until
they expired on March 14, 2000. The Combined Ordinary and Extraordinary
Shareholders' Meeting of March 22, 2000 took notice of the expiration
of these agreements and decided to amend all the articles of the
Company By-laws containing provisions related to the special rights
of the State.
The share capital of Elf Aquitaine, a 99.43% subsidiary
of TOTAL FINA ELF S.A. as of December 31, 2001, includes a specific
share providing specific rights to the French Republic, following
the conversion of a common share decided by the decree dated December
13, 1993. This decree provides in particular for a right of approval
in case a party or a group of parties are increasing their ownership
of capital or voting rights above defined thresholds. The authorization
by the French State to the business combination of Totalfina and
Elf Aquitaine provided on July 16, 1999 mentions that this authorization
shall be renewed if TotalFinalElf's control changes.
Merger of Total with PetroFina in 1999
On December 1, 1998, Total signed an equity agreement
with Electrafina, Investor, Tractebel, Electrabel and AG 1824 (the
Contributors), under which the Contributors exchanged 9,614,190
PetroFina shares for 43,263,855 new Total shares (2 PetroFina shares
for 9 Total shares). The agreement was subject to approval by American
and European anti-trust authorities and Total's combined general
and extraordinary shareholders' meeting of January 14, 1999. Those
conditions that all met during the first half of 1999.
Total then launched a public exchange offer for
the remaining PetroFina shares not in its possession. The offer
was issued in Belgium and the United States between May 6 and June
4, 1999, on the same terms as those of the equity agreement. During
the offer, 12,516,106 shares were contributed, giving rise to the
issuance of 56,322,477 Total shares.
During the reopening of the public exchange offer
for remaining PetroFina shares between June 11, and July 2, 1999,
1,038,192 PetroFina shares were exchanged, resulting in the issuance
of 4,671,864 Total shares (renamed Totalfina on June 14, 1999).
Totalfina once again reopened the offer
between June 30, and July 28, 1999, this time to bring in the PetroFina
shares that were issued by the exercise of PetroFina employee warrants.
This brought in 80,356 PetroFina shares in exchange for 361,602
new Totalfina shares.
Supplementary offers for PetroFina
Under the terms of commitments made by the Company
when it launched the public offer for PetroFina in 1999, holders
of PetroFina employee warrants that matured on June 30, 2000 were
able to take advantage of a new reserved offer between June 30 and
July 28, 2000 on the same terms as the public offer of 1999 (9 TotalFinaElf
shares for 2 PetroFina shares). Of the 30,302 employee warrants
still in circulation when the first offer opened, 28,838 were exercised
on June 30, 2000 for a like number of PetroFina shares and 1,464
warrants were not exercised at maturity. During this second offer,
28,836 PetroFina shares were tendered and exchanged for 129,762
newly-issued TotalFinaElf shares.
On September 5, 2000, the Board of Directors issued
a Public Exchange Offer for the PetroFina shares not yet held by
the Company, offering 9 TotalFinaElf shares for 2 PetroFina shares.
The offer was open in Belgium and the United States between October
10, 2000 and November 7, 2000, during which 202,930 PetroFina shares
were exchanged for 913,185 new TotalFinaElf shares. At the end of
the operation, TotalFinaElf held 23,480,610 PetroFina shares, or
99.62% of the 23,570,739 shares in the registered share capital
of PetroFina.
On November 8, 2000, the Company and PetroFina
determined that the execution of the public exchange offer for PetroFina
between October 10, and November 7, 2000, combined with the restructuring
of PetroFina after the initial public exchange offer, constituted
a Combination under article 12 of the PetroFina Warrant Agreement.
Consequently, the 290,882 US PetroFina warrants not held by the
Company were automatically exchanged on that date for 235,614 newly-issued
TotalFinaElf warrants. Since then, TotalFinaElf has held all the
US PetroFina warrants, or 4,431,382 warrants. Upon exercise, these
could lead to the issuance of 398,824 PetroFina shares.
In a notice dated November 20, 2000, the Brussels
Stock Exchange announced its intention to delist PetroFina shares
from the Spot Market, effective as of December 28, 2000. Since January
2, 2001 PetroFina stock has been traded at public sales organized
each Friday by the Brussels Exchange, with a price set at 1:00 P.M.
Similarly, in a notice dated December 22, 2000, Euronext Paris SA
announced its decision to delist PetroFina from the first market
of Euronext Paris SA and from EUROCLEAR France as of December 28,
2000.
In 2001, TOTAL FINA ELF S.A. contributed all its
stock in PetroFina, i.e. 23,480,610 shares, to Total Chimie, a 99.99%-owned
subsidiary of TOTAL FINA ELF S.A. whose purpose is to hold certain
investments of the TotalFinaElf Group, particularly in specialty
chemicals. The Extraordinary General Meeting of Shareholders of
Total Chimie approved this transfer on April 27, 2001.
On September 20, 2001, the Board of Directors
of Total Chimie decided to launch a squeeze-out procedure for the
90,129 PetroFina shares not yet held, at a price of 600 euros per
share. By the close of the offer period (January 30, to February
12, 2002 inclusive), 45,894 PetroFina shares were contributed to
the offer and the balance was transferred by right to the offeror.
Thus, Total Chimie now holds all PetroFina stock.
On February 12, 2002, minority shareholders of
PetroFina initially holding 4,938 shares filed summary proceedings
with the Commercial Court of Brussels against Total Chimie.
Merger of Totalfina with Elf Aquitaine in
1999 and 2000
On September 13, 1999, the Boards of Directors
of Totalfina and Elf Aquitaine proposed a friendly merger of the
two businesses to their shareholders. They proposed a public exchange
offer of 13 shares of Elf Aquitaine for 19 new TotalFina shares.
The offer ran from September 23, to October 15, 1999, during which
Totalfina acquired 254,345,078 shares of Elf Aquitaine in exchange
for 371,735,114 new TotalFina shares.
On May 24, 2000, the Board of Directors launched
a public exchange offer for the remaining Elf Aquitaine shares not
yet held by the Company, in an exchange of 4 TotalFinaElf shares
for 3 shares of Elf Aquitaine. The offer ran from June 15, 2000
to September 1, 2000, during which TotalFinaElf acquired 10,828,326
shares of Elf Aquitaine in exchange for 14,437,768 new TotalFinaElf
shares.
In a notice dated October 20, 2000, following
the result of the exchange offer, PARISBOURSE SBF SA (now called
Euronext Paris SA) announced its decision to delist Elf Aquitaine
from the first market of the Paris Stock Exchange. The delisting
took effect on November 3, 2000. Since November 6, 2000, the Elf
Aquitaine shares have been traded in the delisted shares section
of the regulated markets ("compartiment des valeurs radiées
des marchés réglementés") where the price
is fixed daily at 3:00 P.M.
In the United States, the trading of Elf Aquitaine
American Depositary Shares (ADS) was suspended by the New York Stock
Exchange (NYSE) on September 5, 2000. The Elf Aquitaine ADS program
was closed down on September 18, 2000. The delisting of Elf Aquitaine
ADS was effective when the market opened on October 18, 2000, after
approval by the Securities and Exchange Commission (SEC).
On March 14, 2001, the SEC issued a "no-action
letter" related to deregistration of Elf Aquitaine ordinary
shares and ADS under the Securities Exchange Act of 1934. On March
23, 2001, Elf Aquitaine filed a Form 15 requesting termination of
registration of its ordinary shares and ADS.
As of December 31, 2001, TOTAL FINA ELF S.A. held,
directly and indirectly, 276,203,617 shares of Elf Aquitaine, taking
into account the 10,635,767 shares held by Elf Aquitaine's itself.
This represents 99.43% of Elf Aquitaine's share capital (277,786,954
shares) and 265,567,850 voting rights, or 99.39% of the 267,185,125
total voting rights. In accordance with article 17 of Elf Aquitaine
by-laws, TotalFinaElf will acquire 254,345,078 double voting rights
on October 28, 2002.
(1) Under the terms of the draft agreement of April 5, 1995, as amended, between the French State and Crédit Lyonnais, the Consortium de Réalisation assumed all the rights and responsibilities relating to the holding of Total shares initially held by Crédit Lyonnais.
(2) On February 28, 1996, the French State sold 9.5 million of its Total shares, reducing its stake in the company’s share capital from 4.97% to 0.90%. During the trading month of April 1998, the French State sold 1,197,474 Total shares. In April 1998, it also carried out a mandatory exchange of the 983,170 Total petroleum certificates still in circulation (at the rate of one Total share for each petroleum certificate).
CHANGE IN THE STAKE OF PRINCIPAL SHAREHOLDERS
The principal shareholders of TotalFinaElf
on December 31, 2001, 2000 and 1999 are shown in the table below.
Their equity holdings amounted to 705,934,959 shares representing
719,013,586 votes on December 31, 2001, 740,465,798 shares representing
721,088,233 votes on December 31, 2000, and 722,203,679 shares representing
716,507,034 votes on December 31, 1999.
|
| December 31 |
2001 |
2000 |
1999 |
|
|
| |
% of share capital |
% of voting rights |
% of share capital |
% of voting rights |
% of share capital |
% of voting rights |
|
| 1. Principal
shareholders represented on the Board of Directors as of December
31, 2001 |
7.6 |
10.7 |
7.5 |
9.9 |
7.5 |
10.1 |
|
| |
AGF |
0.3 |
0.4 |
0.3 |
0.4 |
0.3 |
0.4 |
|
| |
BNP-Paribas |
0.4 |
0.3 |
0.6 |
0.6 |
0.6 |
0.8 |
|
| |
Areva (1) |
1.8 |
1.7 |
1.8 |
3.7 |
1.9 |
3.8 |
|
| |
Société Générale |
0.7 |
1.0 |
0.6 |
0.9 |
0.4 |
0.8 |
|
| |
Groupe Bruxelles Lambert (2) |
3.3 |
6.1 |
3.3 |
3.4 |
3.4 |
3.4 |
|
| |
Compagnie Nationale
à Portefeuille (2) |
|
|
|
|
|
|
| |
1.2 |
1.1 |
0.9 |
0.9 |
0.9 |
1.0 |
|
| 2. Employees of the Group |
2.9 |
5.3 |
2.8 |
3.7 |
2.9 |
3.7 |
|
| 3. Other registered shareholders
(non-Group) |
5.0 |
7.4 |
5.0 |
5.3 |
4.5 |
4.6 |
|
| Total stable shareholders
(1+2+3) |
15.5 |
23.4 |
15.4 |
18.9 |
14.9 |
18.4 |
|
| Inter-group holdings |
6.5 |
0.0 |
5.7 |
0.0 |
4.1 |
0.0 |
|
| |
TOTAL FINA ELF S.A. |
2.9 |
0.0 |
2.3 |
0.0 |
0.6 |
0.0 |
|
| |
Total Nucléaire |
0.1 |
0.0 |
0.1 |
0.0 |
0.1 |
0.0 |
|
| |
Filiales d’Elf Aquitaine |
3.5 |
0.0 |
3.3 |
0.0 |
3.4 |
0.0 |
|
| Other holders of bearer
shares |
78.0 |
76.6 |
79.0 |
81.1 |
81.0 |
81.6 |
|
| of which bearers of ADS
(3) |
4.4 |
4.3 |
5.5 |
5.6 |
7.1 |
7.1 |
|
|
(1) Cogema on December 31, 1999 and December
31, 2000.
(2) Frère Group. After the takeover of Groupe Bruxelles Lambert by
Electrafina, Electrafina changed its name to Groupe Bruxelles Lambert.
(3) American Depositary Shares quoted on the New York Stock Exchange.
In accordance with article 12 of its by-laws, TotalFinaElf
reserves the right to ask EUROCLEAR France a list of the names of holders
of bearer securities*.
Besides the legal obligation to inform the Company when
holding a certain fraction of the share capital, any person, physical
or corporate, who comes to hold, directly or indirectly, a percentage
of the share capital, voting rights or rights giving future access to
Company capital, equal to or greater than 1%, or a multiple of this percentage,
is required to notify the Company by registered letter, return receipt
requested, stating the number of securities held, within fifteen days
following each of these thresholds (article 12 of the by-laws).
If they are not declared, shares exceeding the fraction
that should have been declared will be deprived of voting rights in shareholder
meetings, under the conditions laid down by law, if the failure to declare
is determined at a Meeting and if one or more shareholders who together
hold at least 3% of the Company's share capital or voting rights request
it during the Meeting.
All physical and corporate persons are also required
to notify the Company in the form and within the time frames stated above,
when direct or indirect holdings fall below each of the above thresholds.
In accordance with article L. 233-13 of the French Code
de commerce, notice is given that the only shareholder known to hold 5%
or more of the voting rights of TotalFinaElf at the close of 2001 was
Groupe Bruxelles Lambert, with 6.11% of the voting rights, a company within
the Frère Group, and its Compagnie Nationale à Portefeuille
which holds 1.14% of the voting rights.
* There is no procedure for identifying holders
of CRs (paper securities).
SHARES HELD BY THE GROUP
Trading in Company shares
The Ordinary General Meeting (OGM) of May 25, 2000 had
given the Board of Directors authority for 18 months to buy and sell the
company's own shares on the Stock Exchange, in compliance with the objectives
and procedures of the stock purchase program approved by COB approval
no. 00-709 of May 4, 2000 (pursuant to COB Regulation no. 98-02 of September
6, 1998). In particular, the maximum purchase price was set at 250 euros
per share and the minimum sell price stood at 100 euros per share. The
number of shares acquired could not exceed 10% of the authorized share
capital.
The Combined Shareholders' Meeting of May 17, 2001 gave
the Board of Directors authority for 18 months to buy and sell the company's
own shares on the Stock Exchange, in compliance with the procedures of
the stock purchase program approved by COB approval no. 01-424 of April
23, 2001. The maximum purchase price was set at 250 euros and the minimum
sell price at 100 euros. This authorization replaced the one from the
OGM dated May 25, 2000.
A resolution will be submitted to the shareholders at
the meeting to be held May 7, 2002 to approve a share buy-back program
allowing TotalFinaElf to trade in its shares. The primary objective of
the program will be management of treasury or equity if it appears that
purchases or sales would be appropriate. The maximum number of shares
that may be subject to repurchase is limited to 10% of the total number
of shares composing the share capital at the date on which the repurchases
are made, less the number of shares already held by companies of the Group.
The resolution contemplates an eighteen month duration of the program,
and replaces the resolution granted at the shareholders' meeting held
May 17, 2001.
Under the authorization of May 25, 2000, 7,500,000 TotalFinaElf
shares were purchased during 2001 pursuant to the management of shareholders'
equity, at an average price of 156.99 euros per share.
Under the authorization granted on May 17, 2001, 31,501,000
TotalFinaElf shares were purchased during 2001, at an average price of
155.14 euros per share: 28,741,000 shares were acquired pursuant to the
management of shareholders' equity at an average per share price of 154.04
euros and 2,760,000 shares were purchased at an average per share price
of 166.65 euros to cover the stock option plan allocated by the Board
of Directors on July 10, 2001.
Moreover, 9,720 TotalFinaElf shares were sold in 2001
following the exercise of stock options: 7,920 options exercised at a
price of 93.76 euros per share under a plan allocating 970,000 stock options
through the Board of Directors' decision of March 17, 1998; 1,000 options
exercised at a price of 113 euros per share under a plan allocating 1,500,000
stock options through the Board of Directors' decision of June 15, 1999,
and 800 options exercised at a price of 162.7 euros per share under a
plan allocating 2,500,000 stock options through the Board of Directors
decision of July 11, 2000.
Cancellation of Company shares
The Combined Shareholders' Meeting of May 11, 1999 authorized
the Board of Directors to reduce the share capital by canceling shares
held by the Company, up to 10% of the share capital. On November 20, 2001,
the Board of Directors decided to cancel 35,368,000 shares, representing
all shares purchased pursuant to the management of shareholders' equity
between September 18, 2000 and September 30, 2001. The Combined Shareholders'
Meeting of May 7, 2002 will be asked to approve an authorization to replace
that of the Combined Shareholders' Meeting of May 11, 1999.
On December 31, 2001, the Company held directly
a total of 20,457,780 TotalFinaElf shares.
TotalFinaElf shares held by the companies of the
Group
At December 31, 2001, Total Nucléaire - a Group
company indirectly controlled by TotalFinaElf - held 505,318 TotalFinaElf
shares.
Under the terms of the draft agreement signed on September
12, 1999 by Totalfina and Elf Aquitaine, Elf Aquitaine had undertaken
on its own behalf and that of its subsidiaries to contribute their shares
to the public exchange offer conducted by Totalfina. The subsidiaries,
Financial Valorgest, Sogapar, Fingestval and Elf Atochem North America,
contributed the 3,798,000, 702,000, 12,315,760 and 72,000 shares of Elf
Aquitaine that they held, respectively, on that date, in exchange for
5,550,926, 1,026,000, 17,999,973 and 105,230 TotalFinaElf shares, respectively.
In 2001, Elf Atochem North America, renamed Atofina
Chemicals Inc., sold all its TotalFinaElf shares on the market, or 105,230
shares.
The number of TotalFinaElf shares held by Financial
Valorgest, Sogapar and Fingestval did not change in 2001, still totaling
24,576,899 shares.
Thus, at December 31, 2001, the Company held 45,539,997
TotalFinaElf shares, either directly or through its direct or indirect
subsidiaries.
CAPITAL INCREASE RESERVED FOR EMPLOYEES
The Combined Shareholders' Meeting of May 13, 1998 authorized
the Board of Directors to increase share capital over a period of five
years by a maximum of 3% of existing share capital at the time of issue.
Only employees having subscribed to a company saving plan may subscribe
for these shares.
On November 15, 1999, the Board of Directors thus decided
to issue an initial increase of share capital reserved for employees,
limited to 3.5 million shares, at a price of 98 euros per share. These
shares were entitled to the dividends paid for the fiscal year 1999. An
initial subscription period for employees of Group companies in France
and Belgium was opened between December 13, 1999 and January 13, 2000.
During this initial period, 1,216,908 shares were subscribed. Two other
subscription periods were set up for employees in other countries where
the Group operates and where local administrative authorization could
be obtained in time. These periods ran between February 14 and March 2,
2000, and between March 13, and March 30, 2000. During the second and
third phases of the program, 323,374 and 436,911 shares were subscribed,
respectively. A total of 1,977,193 shares were subscribed during these
three periods of capital increase reserved for employees.
On November 20, 2001, the Board of Directors decided
to issue a second increase of share capital reserved for employees, the
first for the new group, limited to 6 million shares, at a price of 122.7
euros per share. These shares are entitled to the dividends paid for the
fiscal year 2001. The operation was opened to employees of TOTAL FINA
ELF S.A. and its French and foreign subsidiaries (held directly or indirectly
at more than 50% by TOTAL FINA ELF S.A.), for those employees who subscribed
to the TotalFinaElf Group Savings Plan and for which local administrative
authorization could be obtained in time. The subscription period ran from
December 17, 2001 to February 15, 2002 during which 2,785,214 shares were
subscribed.
The Combined Shareholders' Meeting of May 7, 2002 will
be voting on a replacement for the authorization by the Combined Shareholders'
Meeting of May 13, 1998.
COMPANY SAVINGS PLAN
The Company Savings Plan gives employees the option
of making voluntary contributions, to which the Company contributes an
additional amount, under certain conditions.
The shares created pursuant to the share subscription
program reserved for employees of the Group are deposited in two funds,
TotalFinaElf Actionnariat France for shares subscribed to by employees
of French companies, and TotalFinaElf Actionnariat International for shares
subscribed to by employees of other countries of the world other than
the United States, Belgium and Italy. Subscriptions in Belgium and Italy
under the share subscription program approved by the Board of Directors
on November 20, 2001 has been centralized by the Caisse Autonome du Groupe
PetroFina, acting in the name and for the account of Belgian and Italian
subscribers, who subscribe directly.
Moreover, the employee funds of Elf Aquitaine contributed
their shares of Elf Aquitaine to the public exchange offer conducted by
Totalfina between September 23, and October 15, 1999. These funds have
been invested in TotalFinaElf shares since October 28, 1999.
The total number of TotalFinaElf shares held as of December
31, 2001 breaks down by funds as follows:
|
| Actionnariat Total |
2,236,968 |
|
| TotalFinaElf Actionnariat France |
3,486,060 |
|
| TotalFinaElf Actionnariat International
|
1,141,792 |
|
| US employee funds |
173,205 |
|
| Elf Actions Totalfina France |
10,974,313 |
|
| Elf Actions Totalfina International
|
969,972 |
|
| Elf 1992 Actions Totalfina International |
44,678 |
|
| Elf 2e étape Actions Totalfina International |
14,406 |
|
| Privatisation n°1 Actions Totalfina
France |
893,449 |
|
| Privatisation Etranger Actions Totalfina
|
401,886 |
|
| USA/Canada Trust |
103,610 |
|
| Total shares held by employee
shareholders funds |
20,491,174 |
|
At December 31, 2001, the employees of the Group held
20,491,174 TotalFinaElf shares, or 2.90% of the Company's share capital
(1) through company savings plans of TotalFinaElf and Elf Aquitaine.
The aggregate supplemental contributions paid by the
Group were 82.5 million euros in 2001.
(1) Based on the definition of employee shareholding
pursuant to article L. 225-102 of the French Code de commerce.
STOCK SUBSCRIPTION AND PURCHASE OPTIONS
DISTRIBUTION POLICY
TotalFinaElf stock subscription and purchase options
Distribution among top executives, officers and other
employees is presented for each option plan in table "Allocation of TotalFinaElf stock options".
Elf Aquitaine stock options confirmed to employees
of the Group, entitled to be exchanged, in the event of exercise, for
TotalFinaElf shares.
Certain employees of the Group, having been part
of the Elf Aquitaine group in 1998, received confirmation in 2000 and
2001 of share subscription options attributed on April 1, 1998 pursuant
to a Medium Term Incentive plan (MTI) (1), due to the results of Elf Aquitaine
in 1999 and 2000. In accordance with the undertakings made by the Group
during the 1999 Exchange Offer (information memorandum bearing COB approval
no. 99-1179), these Elf Aquitaine options, in the event of exercise, are
entitled to be exchanged for TotalFinaElf shares at the exchange ratio
of 19 TotalFinaElf shares for 13 Elf Aquitaine shares (see note 24 to
the Consolidated Financial Statements). The beneficiaries of these Elf
Aquitaine options, who were also employees of the Group on the date the
Board of Directors of TOTAL FINA ELF S.A. decided to grant options under
the 2000 and 2001 TotalFinaElf plans (July 11, 2000 and July 10, 2001)
were in the following categories:
|
MTI Plan
(granted
by of Elf Aquitaine’s Board of Directors on April 1, 1998; 1strike:
EUR 105.95) |
Employee category
(2) |
Number of recipients |
Number of Elf Aquitaine
options granted |
Distribution |
Average number
of options per recipient (3) |
Corresponding
number of TotalFinaElf shares (3) |
Corresponding
average number of TotalFinaElf shares per recipient (3) |
|
|
2000 confirmation in connection with
1999 targets
(decided by Elf Aquitaine’s Board of Directors on February 2, 2000)
|
Top Executives |
11 |
49,132 |
24.1% |
4,467 |
71,808 |
6,528 |
|
| Officers |
141 |
143,258 |
70.2% |
1,016 |
209,377 |
1,485 |
|
| Other employees |
17 |
11,574 |
5.7% |
681 |
16,916 |
995 |
|
| Total |
169 |
203,964 |
100% |
1,207 |
298,101 |
1,764 |
|
2001 confirmation
in connection with 2000 targets
(decided by Elf Aquitaine’s Board of Directors on April 23, 2001) |
Top Executives |
10 |
52,594 |
19.3% |
5,259 |
76,868 |
7,687 |
|
| Officers |
136 |
195,855 |
72.0% |
1,440 |
286,250 |
2,105 |
|
| Other employees |
40 |
23,424 |
8.6% |
586 |
34,235 |
856 |
|
| Total |
186 |
271,873 |
100% |
1 462 |
397,353 |
2,136 |
|
(1) Plan approved by the Board of Directors
of Elf Aquitaine on April 1, 1998 subject to the fulfilment of performance
objectives by the Elf Aquitaine group for the 1998, 1999, 2000, 2001 and
2002 fiscal years. The options are exercisable from April 1, 2000 and expire
March 31, 2005.
(2) Positions held within the Group on the respective dates on which the
Board of Directors of TOTAL FINA ELF S.A. approved the 2000 and 2001 TotalFinaElf
stock option plans.
(3) Assumes the maximum number of shares are exchanged (19 TotalFinaElf
shares for 13 Elf Aquitaine shares).
STOCK SUBSCRIPTION AND PURCHASE OPTIONS
GRANTED TO EXECUTIVE OFFICERS AS A GROUP (MANAGEMENT COMMITTEE AND TREASURER
AS OF DECEMBER 31, 2001)
TotalFinaElf stock subscription and purchase options
Information presented in table "TotalFinaElf share subscription and purchase options granted to Executive Officers
as a Group".
Elf Aquitaine stock options (1)
|
| |
1995
Plan |
1996
Plan |
1997
Plan |
1998
Plan |
1999
Plan n°1 |
MTI
1998 Plan |
Total |
|
Exercise price per
Elf Aquitaine share (in euros) |
54.03 |
50.72 |
80.65 |
105.95 |
115.60 |
105.95 |
|
|
| Expiration date |
24/01/2002 |
19/03/2003 |
25/03/2004 |
31/03/2005 |
30/03/2009 |
31/03/2005 |
|
|
| Options granted |
27,000 |
36,600 |
45,700 |
70,300 |
39,010 |
243,588 |
462,198 |
|
| Existing options as |
|
|
|
|
|
|
|
| of January 1, 2001 |
3,000 |
11,000 |
24,700 |
45,300 |
39,010 |
233,478 |
356,488 |
|
Non confirmed options during
fiscal year 2001 due to results
of fiscal year 1999 (2) |
– |
– |
– |
– |
– |
175 |
175 |
|
Exercised options
in year 2001 |
0 |
8,000 |
7,000 |
0 |
0 |
0 |
15,000 |
|
Existing options
as of December 31, 2001 |
3,000 |
3,000 |
17,700 |
45,300 |
39,010 |
233,303 |
341,313 |
|
Corresponding number
of TotalFinaElf shares (3) |
4,385 |
4,385 |
25,869 |
66,208 |
57,015 |
340,981 |
498,843 |
|
(1) Among the Executive Committee members and
the Treasurer of TotalFinaElf at December 31, 2001, certain members coming
from Elf Aquitaine hold Elf Aquitaine options entitling them to, in the
event of exercise, exchange Elf Aquitaine shares for TotalFinaElf shares
on the basis of the exchange ratio set during the 1999 Exchange Offer, being
19 TotalFinaElf shares for 13 Elf Aquitaine shares (see note 24 of the consolidated
financial statements).
(2) Confirmation of MTI options by the Elf Aquitaine Board of Directors
depends on the realization of performance objectives during the fiscal years
covered by the plan.
(3) Assumes the maximum number of shares are exchanged (19 TotalFinaElf
shares for 13 Elf Aquitaine shares).
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS
As of December 31, 2001, based on the registered shares
held, the members of the Board of Directors (physical persons) and the
principal executives of the Group (executive committee and treasurer)
together held less than 0.5% of the share capital. The number of shares
they own is detailed as follows:
• Members of the Board of Directors (including
Chairman): 93,865 shares
• Management Committee and Treasurer (including CEO): 166,922 shares
• Chairman and CEO (1 person): 13,000 shares
|
