General Company information

Name (1)
TOTAL FINA ELF S.A.

Head office
2, place de la Coupole
La Défense 6
92400 COURBEVOIE

Share capital
7,059,349,590 euros consisting of 705,934,959 shares as of December 31, 2001.

Business form and nationality
Business corporation governed by French law.

Business Registry
542 051 180 RCS Nanterre

By-laws
On file with Maîtres Gildas Le Gonidec de Kerhalic and Frédéric Lucet, notaries in Paris.

APE Code (NAF)
111Z

Term (2)
99 years from March 22, 2000, to expire on March 22, 2099 unless sooner dissolved or extended.

Accounting year
From January 1, to December 31, of each year.

Company purpose
The direct and indirect objective of the Company is to explore and exploit mining areas in all countries, particularly hydrocarbons in any form, to process, refine, transform and market these materials as well as their derivatives and by-products, as well as all activity related to the production and distribution of all forms of energy and to the chemical sector.

Places where Company documents and information may be examined

At the Company's head office.

Statutory allocation of profits

The net profit for the period consists of the net income after general expenses, other company charges, all depreciation of company assets, and reserves for commercial and industrial risks.

The following is deducted from this profit, in order:

1) 5% to the legal reserve, until it accounts for one-tenth of the registered share capital; after that, allocation to the reserve is not mandatory except to replenish it, should it fall below one-tenth of said share capital;

2) sums set by the General Meeting to establish reserves, for which it will determine the allocation and use;

3) sums which the General Meeting allocates to retained earnings.

The surplus is distributed to the shareholders.

The Ordinary General Meeting or Extraordinary General Meeting called by the Board, may allocate reserve funds to additional amortization of company assets, to the purchase and cancellation of Company shares, or to the total or partial redemption of shares by any means allowed.

(1) By virtue of Decision no. 17 of the Combined Shareholders' Meeting of May 11, 1999, the company name "TOTAL" was changed to "TOTAL FINA SA" on June 14, 1999, when the public exchange offer for PetroFina shares closed. The Combined Shareholders' Meeting of March 22, 2000 resolved to change the company name from "TOTAL FINA SA" to "TOTAL FINA ELF S.A.".
(2) The Combined Shareholders' Meeting of March 22, 2000 resolved to extend the term of the Company, initially set at 99 years from March 28, 1924, for a new period of 99 years from March 22, 2000.

General Meetings

Shareholders' Meetings are convened and deliberate under conditions provided for by law. However, some provisions are specific to TOTAL FINA ELF S.A.:

Deadline to lock up shares
In order to have the right to vote or to be represented at the General Meeting, holders of bearer shares or shares registered in an account not held by the Company must file a certificate issued by the financial intermediary no later than one day before the date set for the Meeting, at the place indicated for the meeting. The certificate will confirm the non-availability of the shares until the date of the meeting.

Double voting rights
Beginning December 14, 1994, double voting rights are assigned to holders of registered shares that are entirely paid in and held in the name of the same shareholder for at least two years, with due consideration for the total portion of the share capital represented. Double voting rights are also assigned to any registered shares that may be allocated freely to a shareholder based on shares already held that are entitled to double voting rights, in the event of an increase in share capital by incorporation of reserves, profits or premiums.

Limitation of voting rights
No shareholder may exercise more than 10% of the voting rights attached to the shares of the Company, either in person or by proxy, by virtue of the simple voting rights attached to the shares held or powers given to the shareholder. If the shareholder is entitled to double voting rights, this limit may not exceed 20%. These restrictions no longer apply if any individual or entity, acting alone or in concert, acquires at least two thirds of the total registered capital of the Company following a public tender offer for all of the Company's shares.

Statutory thresholds
Any physical or corporate person who comes to hold, directly or indirectly, a percentage of the share capital, the voting rights or rights giving future access to capital of the Company, equal to or greater than 1%, or a multiple of this percentage, is required to notify the Company. They must also notify the Company if their direct or indirect interest drops below these percentages.

Characteristics of the shares
There is only one category of shares, with a nominal value of 10 euros, excluding double voting rights as described above. Shares may be registered or held as bearer shares.

Identification of shareholders
The Company may, at any time, in accordance with applicable provisions of law and regulations in effect, obtain from exchange clearance authorities, information allowing the Company to identify the holders of securities with immediate or deferred rights to vote at shareholders' meetings of the Company, as well as the number of securities held by such holders.

Authorized share capital not issued as of December 31, 2001

- Authorization to increase share capital by issuing new shares with or without preferential subscription rights, by incorporating reserves, profits or share premiums in the form of free shares and/or raising the nominal value of existing shares, for a maximum total of 4 billion euros, and authorization to issue securities giving immediate or future access to a portion of the capital of the company for a maximum total of 10 billion euros (Combined Shareholders' Meeting of March 22, 2000 - authorization valid for 26 months). The authorized share capital not issued as new shares under this authorization was 3,846,490,470 euros as of December 31, 2001. This takes into account: (i) a capital increase of a nominal amount of 144,377,680 euros by issuing 14,437,768 new shares following the contribution of 10,828,326 Elf Aquitaine shares to the public exchange offer that TotalFinaElf conducted in 2000, and (ii) a capital increase of a nominal amount of 9,131,850 euros by issuing 913,185 new shares following the contribution of 202,930 PetroFina shares to the public exchange offer that TotalFinaElf conducted in 2000. The Combined Shareholders' Meeting of May 7, 2002 will be voting on a replacement authorization.

- Authorization for a share capital increase reserved for employees subscribing to a Company Savings Plan up to a maximum of 3% of the registered share capital at the time of issue (Combined Shareholders' Meeting of May 13, 1998 - authorization effective for five years). Two increases of share capital were put into place under this authorization: the first by a decision of the Board of Directors on November 15, 1999, leading to the issue of 1,977,193 new shares; the second by a decision of the Board of Directors on November 20, 2001, with the subscription period running from December 17, 2001 to February 15, 2002, leading to the issue of 2,785,214 new shares. The Combined Shareholders' Meeting of May 7, 2002 will be voting on a replacement authorization.

- Authorization to allocate stock purchase and subscription options reserved to TotalFinaElf personnel up to a maximum of 3% of the registered share capital at the moment of allocation (Combined Shareholders' Meeting of May 17, 2001 - authorization valid for 38 months). The Board of Directors allocated 2,760,000 TotalFinaElf stock options at its meeting of July 10, 2001.

- Authorization to cancel Company shares up to a limit of 10% of the registered share capital for a period of 24 months. This authorization, granted by the Combined Shareholders' Meeting of May 11, 1999, is effective until the General Meeting convened to approve the financial statements for the year ending December 31, 2003. Pursuant to this authorization, the Board of Directors decided on November 20, 2001 to cancel 35,368,000 shares. The Combined Shareholders' Meeting of May 7, 2002 will be voting on a replacement authorization.

Potential capital

The securities that give access to TotalFinaElf shares, through the exercise of options or redemption, are:

- TotalFinaElf share subscription options (449,881 options as of December 31, 2001, see note 24 of the consolidated financial statements);

- US TotalFinaElf warrants that were issued: (i) in 1999, in exchange for US PetroFina warrants contributed to the public exchange offer that TotalFinaElf conducted in the United States of America on the remaining shares and equity securities of PetroFina and (ii) on November 8, 2000, as consideration for US PetroFina warrants that were part of an automatic exchange following the determination that a Combination had occurred on that date pursuant to article 12 of the PetroFina Warrant Agreement. Each US TotalFinaElf warrant gives right, until August 5, 2003, to the purchase of one American Depositary Share of TotalFinaElf at a price of USD 46.94 per ADS. As of December 31, 2001, there were still 3,572,791 US TotalFinaElf warrants in circulation, with rights to 3,572,791 TotalFinaElf ADS, or 1,786,395 TotalFinaElf shares;

- existing or future Elf Aquitaine shares for the beneficiaries of Elf Aquitaine stock options who had not exercised their options by the last day of the public exchange offer that TotalFinaElf conducted in 1999. These shares can be exchanged for TotalFinaElf shares (based on the exchange offer, 19 TotalFinaElf shares for 13 shares of Elf Aquitaine) guaranteed by the Company in the registration statement for the offer of September 22, 1999. As of December 31, 2001, 4,071,994 existing or future shares of Elf Aquitaine were eligible for this exchange option, with rights to subscribe to a maximum of 5,951,375 TotalFinaElf shares.

Personnel profit sharing and investment

On June 29, 2000, a profit-sharing agreement and a participation agreement were signed for 2000, 2001 and 2002 involving the following companies: TOTAL FINA ELF S.A., Total Raffinage Distribution, Total Solvants, Totalgaz, Elf Aquitaine, Elf Impex, Elf Exploration Production, Elf Aquitaine Exploration Production France, Elf Antar France, Elf Lubrifiants, Gaz du Sud-Ouest, Elf Trading France and Somarelf.

A total of 73.7 million euros is to be set aside in 2001 for the special participation and profit sharing reserve, for all the signatory companies of the Group.

Information policy

In addition to its annual report, the Group routinely publishes information on its activities through regular publications and its Internet site, http://www.totalfinaelf.com. Major events are independently notified in press releases.

Moreover, TotalFinaElf has applied to register its annual report as a reference document with the COB since 1989. Beginning with the 2001 financial year, pursuant to COB Regulation No. 2001-05, the reference document is no longer registered with the COB but simply filed with its office. From now on, the COB will check the reference document after it is filed. The Group also organizes regular information meetings, in France and abroad, for shareholders, journalists and financial analysts.

Financial information official