The TotalFinaElf Board of Directors, meeting on May 24, 2000 under the chairmanship of CEO Thierry Desmarest, approved launching an exchange offer in France and North America for the 4.44% of Elf Aquitaine shares not held by the Group.

The proposed exchange parity is 4 TotalFinaElf shares (with dividend rights from January 1, 2000) for 3 Elf Aquitaine shares, representing a premium of 11% based on the closing prices of May 23 in Paris, which is the date preceding the Board meeting. On the basis of the TotalFinaElf closing price on that date, the offer implies a value for each Elf Aquitaine share of 219.6 euros. Relative to the average closing prices over the past six months, the premium is 16%.

This offer creates an opportunity for minority shareholders of Elf Aquitaine to participate fully in the creation of the new TotalFinaElf Group and provides the benefit of greater liquidity.

The Elf Aquitaine Board of Directors, meeting on May 24, 2000, under the chairmanship of Thierry Desmarest, examined the proposed exchange offer. Having evaluated its intrinsic value, and taking into account the premium offered, the Board considered that the offer was favorable to the interests of the Elf Aquitaine shareholders, and it recommends tendering shares to the offer.

Elf Aquitaine will ask the respective market authorities to de-list its shares from the Paris cash settlement market and its American Depositary Shares (ADSs) from the New York Stock Exchange. TotalFinaElf does not intend to initiate a procedure for a mandatory tender following the closing of this offer.

This is not an offer of securities for sale in the United States; the securities may not be offered or sold in the United States absent registration or an exemption from registration under section 5 of the United States Securities Act of 1933, as amended.