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 Breakdown of the synergy benefits projected to accrue from the merger of TOTAL and PETROFINA

TOTAL’s Board of Directors and the Boards of ELECTRAFINA, COMPAGNIE NATIONALE A PORTEFEUILLE (FIBELPAR), TRACTEBEL and ELECTRABEL, shareholders of PETROFINA, approved on Monday, November 30, the conditions of an operation to bring TOTAL and PETROFINA together in the view to create TOTAL FINA, an oil company that will rank as the 6^th largest in the world and the 3^rd largest in Europe.

To this end, these four shareholders of PETROFINA as well as FORTIS (AG 1824) sign with TOTAL an agreement to contribute to TOTAL the 9,614,190 shares of PETROFINA that they hold, or approximately 41 percent of the capital.

The contributed shares will be remunerated by new shares of TOTAL, effective January 1, 1998, at a ratio of 9 TOTAL shares for 2 PETROFINA shares. On the basis of the TOTAL Paris closing share price at the date of November 27, 1998, this exchange ratio values the PETROFINA share (excluding dividend) at BEF19,482  *. The contributed PETROFINA shares will be effective January 1, 1998 to the benefit of TOTAL, excluding a gross dividend of 460 BEF per share to be paid to all PETROFINA shareholders beginning year 1999 and prior to the operation.

BEF 19,482 = (FRF 704 x 4.5)/0.162608

On November 30, TOTAL’s Board of Directors called a Combined General Meeting of Shareholders for January 14, 1999, in order to approve the contribution agreement, subject to the approval of the European and American trade authorities. After completing the contribution, TOTAL will file with the Belgian banking and financial Committee a notice and a document for a Public Exchange Offer allowing all PETROFINA shareholders to exchange their PETROFINA shares for TOTAL shares, using the same exchange ratio.

The Group TOTAL FINA resulting from the Public Exchange Offer will be listed on the stock exchanges of Paris, Brussels, London and New York after consultation with appropriate parties.

The Board of Directors of TOTAL FINA would be expanded to include four new Directors in order to reflect the composition of the new shareholder base.

Next to Thierry Desmarest, Chairman of the Board, Albert Frère and Jean Syrota (currently member of the Board) will be named Vice-Chairmen to the board.

François Cornélis, CEO of PETROFINA, will become Vice-Chairman of TOTAL FINA’s Executive Committee, over which Thierry Desmarest will preside.

Based on the latest published data, the new Group would have the following characteristics :

The new Group will rank 6^th in the world and 3^rd in Europe among oil companies.

In Exploration-Production, TOTAL FINA will have a portfolio of high-quality assets, providing a good balance between OECD countries and emerging countries. The combination of TOTAL and PETROFINA will allow the new entity to capture substantial productivity gains, particularly in the North Sea, and to expand its positions in the deep offshore (United States, Angola).

In Refining-Marketing, TOTAL FINA will hold solid positions in the Benelux, France, United Kingdom, Germany, Spain and Italy. Joint management of the refineries and the marketing networks will yield substantial productivity gains. In northwest Europe, combining TOTAL’s refineries with the refining and petrochemical operations at Antwerp and Feluy will allow the combined entity to more efficiently meet the constraints imposed by the new European fuel product specifications. The headquarters for Refining-Marketing and for Petrochemical will be located in Brussels.

The creation of the new entity should lead to an increase in operating income of approximately 2 billions French francs on a recurring basis within three years. The transaction would be non-dilutive from 2000 (the first full year of the new Group) forward and should contribute to an increase in earnings per share close to 10 percent within three years.

1 F=6,1498 BEF

1 F=6,1498 BEF

* Trading included

Abbreviations