INFORMATION
FOR OVERSEAS SHAREHOLDERS
TotalFinaElf & subsidiaries
UNITED STATES HOLDERS OF ADRS
1. ADRS
Since October 25, 1991, TotalFinaElf's American
Depositary Shares (ADSs), represented by American Depositary Receipts
(ADRs), are listed on the New York Stock Exchange.
The ticker symbol for TotalFinaElf is TOT. Since
December 1992, options on TotalFinaElf's ADSs are also traded on
the Chicago Board of Exchange (CBOE), the New York Stock Exchange
(NYSE) and the American Stock Exchange (ASE).
2. Depositary
The Bank of New York, 101 Barclay Street, New York, NY 10286, Toll
Free Tel for domestic callers: (1) 800 753-7230, International callers:
(1) 610 312 5315, email: shareowner-svcs@bankofny.com, website:
http://www.adrbny.com
3. Cash dividends
On June 19, 2001, TotalFinaElf paid a net dividend (after 15% withholding)
of 1.1968 $/ADR to its record holders of ADRs as of May 29, 2001.
Under French law, dividends paid to shareholders who are nonresidents
of France are generally subject to French withholding tax at a rate
of 25%. However, according to the tax treaty signed between France
and the United States (August 31, 1994) (the "Treaty"),
the rate of French withholding tax is reduced to 15%, in the case
of dividends paid to a beneficial owner of the dividend that is
a resident of the United States as defined by the Treaty (a "U.S.
Holder").
A resident of France is entitled to an "avoir
fiscal" (or tax credit) in respect of a dividend received from
a French corporation, such as TotalFinaElf. The "avoir fiscal"
was equal to 50% of the dividend distributions. However, French
law regarding the avoir fiscal has recently been changed. The "avoir
fiscal" on French dividends distributed to shareholders other
than individuals and parent companies, after recent reductions from
50 percent to 45 percent and to 40 percent of the dividend distributions,
has been further reduced to 25 percent in 2001 and 15 percent in
2002. Tax credit on distributions to individuals (and parent companies)
remains at 50 percent. The reduction to 25% and 15% applies with
respect to tax credits used from January 1, 2001 and January 1,
2002 respectively. The reduction of the "avoir fiscal"
to 15 percent applies to dividends distributed to non-residents
as from 2001 since the "avoir fiscal" attached to such
dividends should not be transferred to non-residents before January
15, 2002.
According to the Treaty, certain U.S. Holders
(as described below), whose ownership of ADSs is not effectively
connected with a permanent establishment in France, are entitled
to receive a payment from the French Treasury of an amount equal
to all or a portion of the "avoir fiscal" subject to the
deduction of the 15% withholding tax.
A payment equal to the entire amount of the "avoir
fiscal" is available to a U.S. Holder that is:
(i) an individual or other noncorporate holder that is a United
States resident under the Treaty;
(ii) a company that is not a regulated investment company and that
does not own, directly or indirectly, 10% or more of the capital
of the company paying the dividends; or (iii) a regulated investment
company that does not own, directly or indirectly, 10% or more of
the capital of the company paying the dividends, but only if less
than 20% of its shares are beneficially owned by persons who are
neither citizens nor residents of the United States.
The "avoir fiscal" payment is available
to a U.S. Holder (described above) only if the beneficial owner
of the dividends is subject to United States income tax in respect
of such dividends and of the payment from the French Treasury.
A payment equal to a portion of the "avoir
fiscal" (i.e. 30/85 of the amount of such tax credit) is available
to a U.S. Holder that is:
(i) a pension trust and any other organization established in the
United States and maintained exclusively to administer or provide
retirement or employee benefits that is established or sponsored
by a person that is a resident of the United States under the Treaty;
or (ii) most not-for-profit organizations established and maintained
in the United States.
Under the so-called "simplified procedures"
issued by the French tax authorities in 1994, the reduced rate of
withholding tax (15%) will apply upon payment of a dividend (rather
than being subject to a higher withholding tax with a right of refund),
and a separate payment of an amount equal to all or a portion of
the "avoir fiscal" (net of withholding) will not be made
before January 15 of the year following the calendar year in which
the dividend is paid.
According to the simplified procedures, the Depositary
of the shares or the nominee bank or brokerage firm that holds the
ADSs must provide the French paying agent with a list of its clients
entitled to the immediate reduced Treaty rate (15%) and must certify
that such clients are U.S. residents for tax purposes and are eligible
under the Treaty for the "avoir fiscal" refund.
Eligible regulated investment companies and eligible
Pension Funds also will have to supply additional documentation
evidencing their entitlement to the simplified procedures.
For the purpose of the simplified procedure, an
eligible Pension Fund is an entity described in section 401(a),
403(b) or 457 of the United States Internal Revenue Code, the exclusive
purpose of which is collecting and managing funds for retirement
benefits.
For tax-exempt U.S. Holders (other than eligible
Pension Funds), it is not clear whether the simplified procedures
will apply (i.e., whether the reduced rate will apply upon payment
of a dividend). If the simplified procedures are not available,
French tax will be withheld at the non Treaty rate of 25% and U.S.
Holders (mainly tax-exempt U.S. Holders other than eligible Pension
Funds) will have to claim a refund of the excess withholding tax
(i.e., 10%) by filing a French Treasury Form RFIA E.U. no 5052 entitled
"Application for Refund". The form, together with instructions,
will be provided by the Depositary and is also available from the
U.S. Internal Revenue Service.
Because this is a general summary, U.S. Holders
are advised to consult their own tax advisors with respect to the
United States federal, state, and local tax consequences, as well
as the French tax consequences, of the ownership of ADSs and the
shares represented thereby applicable in their particular tax situations.
In addition, TotalFinaElf has been advised by
its U.S. counsel that with respect to qualifying U.S. residents
holders, subject to certain limitations, the 15% withholding tax
will be treated as a foreign income tax that is eligible for credit
against the holder's U.S. federal income taxes.
This credit may be obtained by filing form 116
"Computation of Foreign Tax Credit" with the ADR holder's
Federal Income Tax Return.
4. Dividend paid in
shares
The Combined Shareholders' Meeting held June 4, 1996 resolved to
offer each shareholder, for the fourth consecutive year, the option
to receive the dividend either in cash or in shares. The Combined
Shareholders' Meeting held on May 21, 1997 did not renew this option,
only offering to receive the dividend in cash.
5. Double voting rights
At a Combined Shareholders' Meeting of TotalFinaElf held on December
14, 1992, a resolution was approved to entitle certain shareholders
to a double voting right. As a result, all ADRs registered in the
name of the same eligible owner for at least two years are entitled
to double voting rights effective from December 14, 1994.
In order to be eligible for double voting rights,
each holder of ADRs must:
a. hold the ADR(s) in registered form in the books of the Depositary
for two consecutive years, and
b. send written notice to the Depositary to the effect that such
holder would like to benefit from the double voting right provision,c.
the accrual period will begin upon confirmation of written notice
from the Depositary.
6. Report to ADR holders
ADR holders receive the Annual Report of the Company. If they are
registered holders (i.e., if ADRs are held by them directly), the
reports will be sent directly to the holder at the record address.
If the ADRs are held in "street name", the institution
where the ADRs are deposited is responsible for forwarding the documents
to the holders.
TotalFinaElf is subject to the information requirements
of the US Securities and Exchange Commission (SEC) as they apply
to foreign companies. The Company files with the SEC the Annual
Report on Form 20-F (which corresponds to a 10-K for US corporations)
and other information as required.
7. Information - investor relations
US holders can obtain additional information by calling or writing
to the Investor Relations Department in New York, or in Paris:
• TotalFinaElf Services Inc., 444 Madison Avenue,
New York, NY 10022-6903, Tel: (1) 212 922-3030,
Fax: (1) 212 922-3074
• TotalFinaElf, 2, Place de la Coupole, La Défense 6,
92400 Courbevoie, France, Tel: (33) 1 47 44 58 53,
Fax: (33) 1 47 44 58 24
UK SHAREHOLDERS
In addition to the Paris Bourse, TotalFinaElfs
shares have been listed on the London Stock Exchange since 1973. TotalFinaElfs
shares have also been traded on the SEAQ International since 1986.
The security is included in both the FT.SE Eurotop 100 and FT.SE Eurotop
300 index. The value of the shares in term of Pounds Sterling is affected
by the Sterling/French franc exchange rate at any particular time.
Dividends:
Dividends paid to non-French resident shareholders
are generally subject to French withholding tax at a rate of 25%.Upon
receipt of a timely filed claim, the UK resident shareholder is
generally:
entitled to a reduced rate of French withholding tax of 15%
with respect to dividends (FrenchUK tax treaty), or 5% if
the beneficial owner is a company which controls the company paying
those dividends, and,
entitled to receive a payment from the French Treasury called
avoir fiscal less a 15% withholding tax (1).
All UK residents are entitled to a reduced withholding
rate and the following UK resident shareholders are entitled to
the avoir fiscal:
individuals,
companies and pension funds approved for tax purposes by
the UK, which do not control directly or indirectly at least 10%
of the voting powers of the Company and which are not entitled for
UK tax purposes to take into account the French tax payable on the
profits out of which the said dividends are paid.
The benefit of the avoir fiscal is
not available to a UK shareholder (being other than a pension fund
referred to in the above paragraph) who is not subject to UK tax
on the payment of the related dividend.
On June 7, 1994 French tax authorities issued
a bulletin stating that a UK shareholder entitled to a refund of
the avoir fiscal is now subject to the 15% withholding
tax when the dividend is paid. Previously, French withholding tax
at the non-treaty rate of 25% was initially deducted from all dividends
distributions and 10% was refunded later.
In order to claim application of the reduced rate
specified by the FrenchUK tax treaty, the actual beneficiary
of the dividends must normally submit to the French paying establishment
not later than the date when the dividends are paid, a specific
form Form RF 4 GB.
UK shareholders may not be in a position to submit
the above form prior to payment of the dividends. For this reason,
they are allowed to follow a simplified procedure which permits
them to furnish a simplified certification.
The payment of the amount equal to the avoir
fiscal can not be made before January 15 of the year following
the calendar year in which the related dividend is paid.
Gross French Dividend (plus the avoir
fiscal) is included in the recipients taxable UK basis.
French withholding tax on dividend is credited against UK tax.
(1) A resident of France is entitled to
an "avoir fiscal" (or tax credit) in respect of a dividend
received from a French corporation, such as TotalFinaElf. The "avoir
fiscal" was equal to 50% of the dividend distributions. However,
French law regarding the avoir fiscal has recently been changed. The
"avoir fiscal" on French dividends distributed to shareholders
other than individuals and parent companies, after recent reductions
from 50 percent to 45 percent, then to 40 percent of the dividend
distributions has been further reduced to 25 percent in 2001 and 15
percent in 2002. Tax credit on distributions to individuals (and parent
companies) remains at 50 percent.
The reduction applies with respect to tax credits used from January
1, 2001 and January 1, 2002 respectively. The 15 percent affects dividends
distributed to non-residents in 2001 since the avoir fiscal attached
to such dividends should not be transferred to non-residents before
January 15, 2002. |