The Board of Directors of Elf Aquitaine met on Friday, July 23 under the chairmanship of Philippe Jaffré.

The Chairman evoked the principal terms of the exchange offer initiated by Total Fina.

After deliberation, the Board made the following appraisal of the Total Fina offer:

This offer is non-solicited. The Chairman of Total Fina never discussed a merger with the Chairman of Elf. There were no prior discussions nor negotiations.

Studies by the company and its investment banking advisors show that the terms of Total Fina's offer were inadequate concerning:

• Elf Aquitaine's earnings perspectives in the short and medium term,

• its assets and particularly its oil and gas reserves, and

• Total Fina's proposed industrial plan which does not allow for the best valuation of assets for both the company and for its shareholders.

As a consequence, the Board of Directors decided (unanimously by the members present and represented) to recommend Elf Aquitaine shareholders not to exchange their shares.

All members of the board, present or represented, confirmed their decision not to exchange their shares with Total Fina.

The Board noted that in its meeting held on July 18, 1999, it approved the principle of a merger between Elf and Total Fina based on a clear and ambitious industrial plan for both oil and gas and chemicals laid out by the chairman of Elf and his management team.

This plan would create the world's fourth largest oil and gas company and the world's fifth largest chemical company; it is better for both Elf and Total Fina shareholders. Therefore, the Board of Elf has filed a public exchange offer of cash and shares for Total Fina.