The Board of Directors of Elf Aquitaine met today under the chairmanship of Philippe Jaffré, Chairman and CEO and heard his report on the public exchange offers in progress.

The Board noted with satisfaction that investors have expressed strong interest in the merger plan presented by Elf, which creates more value than the TotalFina proposal for the four reasons below:

• Elf's exploration-production strategy has an objective of attaining profitability by placing itself in the first quartile of the industry, thanks to cost reductions and a more concentrated asset portfolio. This, in turn, will rank the company among world leaders independently of the economic environment.
  
• The creation of an independent and separately listed chemicals company (Chemco) which will be the world's fifth largest.
  
• The realization of synergies twice the size of those announced by TotalFina.

• An optimal financial management strategy for lowering the cost of capital.

The Board approved the terms of the notice for the Shareholders' Meeting scheduled for October 15. The meeting is being held mainly in order to seek approval for an increase in capital which will take place once the public exchange offer proposed to TotalFina shareholders is successful.

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This document is neither an offer to exchange or sell nor a solicitation of an offer to exchange or buy any of the securities mentioned herein, and the Offer to which this document relates is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws of the jurisdiction.

This document may contain forward-looking statements with respect to the financial condition, results of operations, business, strategy and plans of the Elf Group. In particular, statements using the words "expects", "anticipates", and similar expressions, and statements with regards to management goals and objectives, expected or targeted production data, trends in results of operations, margins, or the expected benefits of the tender offer referred to herein are forward-looking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. The Group does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors which could affect the company's financial results is provided in documents filed with the Commission des Opérations de Bourse and the US Securities and Exchange Commission.