Registration Document 2005 - Total.com

Shareholders
Relationship between TOTAL and
the French State
Since 2002, there has been no agreement governing shareholding
relationships between TOTAL (or its subsidiary Elf Aquitaine), and the
French State. In particular, the French State does not hold specific Elf
Aquitaine shares.
Merger of TOTAL with PetroFina in 1999
On December 1, 1998, TOTAL S.A. signed an in-kind contribution
agreement with Electrafina, Investor, Tractebel, Electrabel and AG
1824 (the Contributors), under which the Contributors exchanged
9,614,190 PetroFina shares at the following parity of exchange: every
two PetroFina shares being exchanged for nine TOTAL shares.
TOTAL S.A. then launched in 1999 a public exchange offer for
the remaining PetroFina shares it did not yet own. The offer
was launched in Belgium and the United States from May 6 to
June 4, 1999, and was relaunched twice, on the same terms as
the contribution agreement.
On September 5, 2000, the Board of Directors launched a Public
Exchange Offer for the PetroFina shares not yet held by the
Company, offering nine TotalFinaElf (1) shares for every two PetroFina
shares tendered. On December 31, 2000, TOTAL S.A. held
23,480,610 PetroFina shares, or 99.62% of the 23,570,739 shares
representing the capital of PetroFina.
On December 28, 2000, the Brussels stock exchange delisted
the PetroFina shares from the regular trading market. PetroFina
shares were also deregistered with the US Securities and Exchange
Commission on June 30, 2001.
On April 27, 2001, the Extraordinary Shareholders’ Meeting of Total
Chimie approved the Company’s contribution to Total Chimie of
the entire stake held by the Company in PetroFina. The purpose of
Total Chimie, a 100% subsidiary of TOTAL S.A., is to hold certain
investments of the TOTAL group. On September 20, 2001, the
Board of Directors of Total Chimie decided to launch a squeeze-out
procedure for the 90,129 PetroFina shares not yet held, at a price
of 600 euros per share. Since the end of the squeeze-out, all the
shares of PetroFina have been held by Total Chimie.
On February 12, 2002, minority shareholders of PetroFina holding
4,938 shares filed a motion for a summary hearing in the Commercial
TOTAL and its shareholders
Shareholders
TOTAL - Registration Document 2005
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Court of Brussels against Total Chimie, TOTAL S.A. and PetroFina.
The decision rendered on April 15, 2002 questioned the conformity
of Belgian regulations governing squeeze-outs with Articles 10 and
11 of the Belgian Constitution and, consequently, the President of
the Commercial Court of Brussels referred two preliminary questions
relating to the constitutionality of the Belgian squeeze-out regulation
before the Court of Arbitration of Belgium. In addition, the President
of the Commercial Court of Brussels ordered the plaintiff’s shares to
be placed in escrow without voting rights.
TOTAL S.A., Total Chimie and PetroFina appealed against the
decision in these summary proceedings on June 13, 2002.
In answer to the preliminary questions raised by the decision of
the Commercial Court of Brussels dated April 15, 2002, the Court
of Arbitration of Belgium rendered on May 14, 2003 a decision in
favor of TOTAL S.A., Total Chimie, PetroFina, as well as the Belgian
government, which was also a party to the procedure. The court
ruled that the Belgian squeeze-out regulation was in compliance with
the Belgian Constitution.
Also, on May 30, 2003, the same group of former minority PetroFina
shareholders brought a complaint against Total Chimie and PetroFina
before the Commercial Court of Brussels contesting, in particular, the
price offered by Total Chimie in the squeeze-out procedure and the
terms of PetroFina’s sale of the assets of Fina Exploration Norway
(FEN S.A.) to Total Norge A.S. in December 2000.
Merger of TotalFina with Elf Aquitaine in 1999
and 2000
On September 13, 1999, the Boards of Directors of TotalFina
and Elf Aquitaine recommended to their shareholders that the
two companies merge through a Public Exchange Offer under
which 13 shares tendered of Elf Aquitaine would be exchanged
for 19 new TotalFina shares. The offer ran from September 23
to October 15, 1999, during which time TotalFina acquired
254,345,078 shares of Elf Aquitaine in exchange for 371,735,114
new TotalFina shares.
On May 24, 2000, the Board of Directors launched an offer for the
remaining Elf Aquitaine shares not yet held by the Company,
in the form of an exchange of four TotalFinaElf shares for every three
shares tendered of Elf Aquitaine. At the end of this offer,
which was approved by the French Conseil des Marchés Financiers
(1) The name TOTAL was changed to TotalFina on June, 14, 1999. Then the name TOTAL FINA S.A.” was changed to “TOTAL FINA ELF S.A.” by the Combined Shareholders’ Meeting of
March 22, 2000, then it was changed to “TOTAL S.A.” by the Combined Shareholders’ Meeting of May 6, 2003. TOTAL S.A. means either TOTAL, TotalFina and TotalFinaElf in the current
section on the merger of TOTAL with Petrofina.
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