Dividends
Dividend payment
The dividend payment, of which administration is assumed by BNP Paribas, is made to the depositary financial institutions through
the process of direct payment by EUROCLEAR France.
BANK OF NEW YORK (48 Wall Street, New York, NY 10286, USA) is the dividend paying agent for ADRs.
Dividend payment on stock certificates
Following the public exchange offerings on PetroFina shares, TotalFinaElf issued Share Certificates (“Certificats Représentatifs d’Action”,
thereafter CRs).
The TotalFinaElf CRs have been issued by the French Central Securities Clearing House, EUROCLEAR France. French law allows
EUROCLEAR France to create certificates representing French securities provided that these certificates are outstanding exclusively
outside the territory of France and cannot be held by French residents.
TotalFinaElf CRs are issued either in bearer form or in registered form and have the characteristics of a bearer security.
Each TotalFinaElf CR is freely convertible from its bearer form to its registered form and reciprocally. Banque Bruxelles Lambert is
the administration agent for payment of dividend for TotalFinaElf CRs in bearer form.
The following banks are the dividend paying agents for the Certificats Représentatifs d’Action of TotalFinaElf:
In Belgium:
BANQUE BRUXELLES LAMBERT SA Avenue Marnix 24, 1000 Bruxelles
FORTIS BANQUE SA Montagne du Parc 3, 1000 Bruxelles
KBC BANK NV Avenue du Port 2, 1080 Bruxelles
In Luxembourg:
BANQUE GÉNÉRALE DU LUXEMBOURG SA Avenue J.F. Kennedy 50, 2951 Luxembourg
CRÉDIT EUROPÉEN LUXEMBOURG SA Route d’Esch 52, 2965 Luxembourg
KREDIETBANK Luxembourg Boulevard Royal 43, 2955 Luxembourg
In the United Kingdom:
IRG Borne House, 34 Beckenham Road,
Beckenham Kent, BR3 4TU
In the Netherlands:
ABN-AMRO BANK NV Herengracht 595, Amsterdam, The Netherlands
In Germany:
COMMERZBANK AG Kaiserplatz, 60261 Frankfurt, Germany
DRESDNER BANK AG Frankfurt am Main, Geschäftsbereich Corporate
Finance, Germany
In Switzerland:
CRÉDIT SUISSE Paradeplatz 8, 8001 Zürich, Switzerland
UBS Bahnhofstrasse 45, 8098 Zürich, Switzerland
92
WPR-STRIPS TotalFinaElf
Following the public exchange offerings on PetroFina shares, The banks designated as paying agents in Belgium will justify
TotalFinaElf offered to exchange 2 PetroFina shares for to the Belgium tax authorities the reduction from 25% to 15% in
9 TotalFinaElf shares to be issued and 9 TotalFinaElf WPR-Strips. the withholding tax rate applicable corresponding to the number
A WPR-Strip is a set of coupons, each coupon will provide, of TotalFinaElf VVPR-Strips delivered to this purpose.
if presented with the corresponding share coupon, At December 31, 2000, there were 56,933,514 WPR-Strips
a reduction in the Belgian tax rate applicable to future dividends outstanding.
paid by TotalFinaElf to individual tax payers residents of,
and non profit organisations taxable in Belgium.
Any holder of PetroFina shares tendered to the public exchange
offering could have waived the right to receive TotalFinaElf
WPR-Strips. The corresponding WPR-Strips whose holders have
waived the right to receive it have been immediately cancelled
by TotalFinaElf.
COUPONS
Excel File
Coupon Payment Date Last date Type of Coupon Net amount Net amount
to claim payment FRF EUR
Fiscal Year 1995 6/10/1996 6/10/2001 Dividend 8.70 (a) 1.33
Fiscal Year 1996 6/03/1997 6/03/2002 Dividend 10.50 (b) 1.60
(b)
Fiscal Year 1997 5/27/1998 5/27/2003 Dividend 13.00 1.98
Fiscal Year 1998 7/19/1999 7/19/2004 Dividend 13.11914 2.00 (b)
Fiscal Year 1999 6/14/2000 6/14/2005 Dividend 15.4149895 2.35 (b)
Fiscal Year 2000(c) 5/29/2001 5/29/2006 Dividend 21.646581 3.30
(a) With respect to the dividend paid for FY 1995, shareholders had the option of being paid in cash or in shares.
(b) The dividends for the fiscal years 1996, 1997,1998 and 1999 were paid in cash only.
(c) With respect to the dividend to be paid for FY 2000, shareholders will be asked to approve a dividend of EUR 3.30 (FRF 21.646581) in cash only at the Shareholders’ Meeting of May 17,
2001. The dividend payment will be made on May 29, 2001.
93
Share Ownership
Recent History Merger with PetroFina in 1999
On December 1, 1998, Total on the one hand, and Electrafina,
Shareholders’ Agreement and Evolution
Investor, Tractebel, Electrabel and AG1824 (the Contributors) on
of the French State’s share ownership
the other hand, signed a contribution agreement by which the
On June 26, 1992, the French State and a group of three companies Contributors brought their PetroFina shares under the following
(AGF, Crédit Lyonnais and GAN) signed a Shareholders’ Agreement precedent conditions: the authorisation by the competent
effective for a minimum period of 5 years. Under this Agreement,
European and American authorities, the approval of the
the three companies agreed to comply with certain rules
transaction by the Extraordinary Shareholders’ Meeting
(for the companies, non-transferability of the shares covered
held January 14, 1999. Those conditions were all satisfied during
by the agreement until its termination; transferability of shares
the 1999 first semester. Hence, the 9,614,190 PetroFina shares
is permitted by special dispensation between the companies
and their majority owned subsidiaries; the State and the three contributed have been exchanged for 43,263,855 new Total shares
companies are considered acting in concert, with respect to the (on the basis of 2 PetroFina shares for 9 Total shares).
provisions of the agreement) affecting the holding and transfer Total later launched a public exchange offer to acquire all the
of a total aggregate number of 18,529,437 Total shares which PetroFina outstanding shares it did not already own. This offer
the three companies owned. These shares were held as follows: enabled Belgium and American PetroFina shareholders to
Crédit Lyonnais: 7,411,775 shares, AGF: 7,411,775 shares and GAN: exchange their shares from May 6 to June 4, 1999 on the basis of
3,705,887 shares. The three companies and the French State the same exchange ratio as the one defined in the contribution
declared that they were acting in concert with respect to the agreement. Following this offer, 12,516,106 PetroFina shares have
Shareholders’ Agreement (SBF Announcement No 92-2503,
been tendered and exchanged for 56,322,477 Total new shares.
September 18, 1992).
During the reopening of the public exchange offer from June 11
On June 18, 1996, the parties entered into an amendment to the
to July 2, 1999, 1,038,192 PetroFina shares were exchanged
Shareholders’ Agreement which modified the following provisions
(SBF Announcement No 96-2169, June 28, 1996). The total for 4,671,864 TotalFina new shares. On June 14, 1999,
aggregate number of shares was reduced to 11,000,000 the company name changed from Total to Totalfina.
and was held as follows: AGF: 4,400,000 shares, Consortium de Finally, the public exchange offering was reopened from June 30
Réalisation*: 4,400,000 shares and GAN: 2,200,000 shares. to July 28, 1999 to acquire the PetroFina shares issued by the
This amendment also brought forward the termination date exercise on June 30, 1999 of PetroFina employee warrants.
to May 23, 1997. On May 23, 1997, the State During this offer reopening, 80,356 PetroFina shares were
and the three companies owned 14,269,453 shares, which were tendered and exchanged for 361,602 Totalfina new shares.
5.85% of the stock ownership, representing 16,405,105 voting
rights, which were 6.28% of the total voting rights. Merger with Elf Aquitaine in 1999
The Shareholders’ Agreement expired on May 23, 1997. Because of
the termination of the Shareholders’ Agreement and of the action On September 13, 1999, the Totalfina and Elf Aquitaine Board of
in concert, the holding of the State and of each of the three Directors recommended to their shareholders the amicable merger
companies decreased below the threshold of 5% of voting rights of the two companies thanks to a public exchange offer, opened
(CMF announcement dated May 26, 1997, and SBF announcement from September 23 to October 15, 1999, in which Elf Aquitaine
n° 97-1722, May 27, 1997). shareholders were proposed to exchange their shares on the basis
On February 28, 1996, the French State sold 9.5 million shares of of 13 Elf Aquitaine shares for 19 TotalFina shares. As a result
the Company reducing its direct ownership in the share capital of the public offer, Totalfina acquired 254,345,078 Elf Aquitaine
from 4.97% to 0.90%. shares that were tendered to the offer and exchanged them
During the monthly settlement period of April 1998,
for 371,735,114 Totalfina new shares.
the French State sold 1,197,474 Total shares. In April 1998, it
decided on a compulsory exchange for the remaining
138,170 petroleum certificates, with the exchange rate of
one share for one petroleum certificate. Since the end
of the exchange effective May 7, 1998, the French State
has no Total shares, to the Company’s knowledge.
* Under the heads of agreement dated April 5, 1995 between the French State and Crédit Lyonnais, Consortium de Réalisation assumed the rights and responsibilities relating to the holding
of TOTAL shares, with respect to the shares given by Crédit Lyonnais to Consortium de Réalisation.
94
Evolution of the principal shareholders of TotalFinaElf
Share ownership on December 31, 1998, 1999, and 2000
TotalFinaElf’s main shareholders on December 31, 2000, on December 31, 1999 and on December 31, 1998 are listed in the table below.
Their holdings have been established on the basis of 740,465,798 shares corresponding to 721,088,233 voting rights on December 31, 2000,
on the basis of 722,203,679 shares corresponding to 716,507,034 voting rights on December 31, 1999 and on the basis of 244,787,638 shares
corresponding to 261,089,757 voting rights on December 31, 1998.
Excel File
December 31, 2000 1999 1998
% of the % of the % of the % of the % of the % of the
share capital voting rights share capital voting rights share capital voting rights
1. Principal shareholders represented within the Board of Directors as of December 31, 2000
AGF 0.3 0.4 0.3 0.4 1.0 1.1
BNP-Paribas 0.6 0.6 0.6 0.8 0.0 0.0
Cogema 1.8 3.7 1.9 3.8 5.5 10.3
Société Générale 0.6 0.9 0.4 0.8 1.8 2.5
Electrafina (1) 3.3 3.4 3.4 3.4 0.0 0.0
Investor (1) 0.9 0.9 0.9 1.0 0.0 0.0
2. Employees of the Group 2.8 3.7 2.9 3.7 2.9 4.5
3. Other registered shareholders
(excluding the Group) 5.0 5.3 4.5 4.6 1.4 2.1
Total stable shareholders (1+2+3) 15.4 18.9 14.9 18.4 12.6 20.5
The Company’s holding
TOTAL FINA ELF S.A. 2.3 0.0 0.6 0.0 1.8 0.0
Total Nucléaire 0.1 0.0 0.1 0.0 0.9 0.0
Elf subsidiaries 3.3 0.0 3.4 0.0 0.0 0.0
Total Company’s holding 5.7 0.0 4.1 0.0 2.7 0.0
Other bearer shareholders 79.0 81.1 81.0 81.6 84.7 79.5
(among which ADS holders)(2) 5.5 5.6 7.1 7.1 11.5 10.8
(1) FRÈRE Group.
(2) American Depositary Shares listed on the New York Stock Exchange.
Article 12 of the Statutes entitles the Company to obtain a list of Shareholders’ Meetings, in the manner prescribed by law, in
the names of the holders of bearer securities from the French Central respect of shares exceeding the fraction which should have been
Securities Clearing House, EUROCLEAR France (ex-SICOVAM)*. disclosed, if at any such Meeting the failure to disclose has been
noted and if one or more shareholders holding in the aggregate
In addition to the legal obligation to notify the Company of the not less than 3% of the equity or voting rights so request.
acquisition of shares in excess of certain percentages of the share
capital, any individual or legal entity who becomes the owner, Any individual or legal entity must also notify the Company
directly or indirectly, of shares, voting rights or any securities in the manner and within the time limits set forth above
convertible or otherwise exchangeable for shares representing 1% when the direct or indirect holding thereof falls below each
of the equity or any multiple thereof must notify the Company of the levels mentioned.
thereof within fifteen days of exceeding each of these levels,
by registered mail, stating the number of securities held and Pursuant to the article L. 233-13 of the French Code du Commerce,
requesting acknowledgement of receipt (Article 12 of the Statutes). notice is hereby given that no known shareholder holds, whether
directly or indirectly, 5% or more of the Company’s share capital
Failure to make this disclosure as explained in the foregoing or the voting rights at the end of year 2000.
paragraph results in the withholding of voting rights at
*EUROCLEAR France can not identify all the foreign bearer shareholders. Their capacity to be identified depends on the location of the depositary bank. Furthermore,
there is no process to identify bearer holders of share certificates (CRs).
95
Share Ownership
Relationship with the French State a Combination pursuant to Section 12 of the PetroFina Warrant
Agreement. As a result, the 290,882 remaining US PetroFina
The relationship between TotalFinalElf and the French State warrants were automatically exchanged for 235,614 TotalFinaElf
was governed by the May 17, 1924 and June 25, 1930 agreements, warrants. Following this Combination, TotalFinaElf held
which expired on March 14, 2000. The Combined Shareholders’ all US PetroFina warrants, i.e. 4,431,382 warrants giving right
Meeting held on March 22, 2000 took notice of the expiry to suscribe for 398,824 PetroFina new shares.
of these agreements and decided to modify consequently
all by-laws provisions relating to specific rights of the French As a result, as of December 31, 2000, TotalFinaElf held
State. Consequently, it will no longer be reserved to French State 23,480,610 PetroFina shares, i.e. 99.62% of the total PetroFina
the right to nominate, by decree, a member representing shares (23,570,739 shares).
the French State at the Board of Directors.
On November 20, 2000, the Brussels Stock Exchange announced
The authorisation relative to the amicable merger between its decision to delist PetroFina shares from its cash settlement
Elf Aquitaine and TotalFinaElf (formerly Totalfina) was sent market, effective at the opening of business on December 28, 2000.
to the Company by French government by a letter of July 16, 1999. Thus, since January 2, 2001, PetroFina shares have been traded
This authorisation was made pursuant to the article 2-1 of the every Friday on the “marché des ventes publiques” of the Brussels
decree n°93-1298 of December 13, 1998. This decree states that Stock Exchange, with a unique fixing at 1pm. On December 22,
this authorisation has to be renewed if the Company “is acting 2000, Euronext Paris announced that PetroFina shares were
in concert, is subjected to a substantial change in ownership or delisted from the Paris Stock Exchange and were deregistered
if the identity of one or several members of the concert is subjected with EUROCLEAR France, effective on December 28, 2000.
to a prior agreement. The substantial change in ownership
is defined as stated in the article 355-1 of the July 24, 1966 Law”. Exchange offer on Elf Aquitaine in 2000
On May 24, 2000, the Board of Directors launched an exchange
Offers for PetroFina shares in 2000
offer to acquire all remaining Elf Aquitaine shares. Elf Aquitaine
In accordance with its commitments made during the initial public shareholders were entitled to exchange their shares on the basis
offer for PetroFina shares, TotalFinaElf offered, from June 30 to of 4 TotalFinaElf shares for 3 Elf Aquitaine shares. Following this
July 28, 2000, to acquire the PetroFina shares issued by exercice offer, opened from June 15, 2000 through September 1st, 2000,
on June 30, 2000, of the remaining PetroFina employee warrants. TotalFinaElf acquired 10,828,326 Elf Aquitaine shares tendered
Out of the outstanding 30,302 warrants held by the employees, to the offer and issued 14,437,768 new TotalFinaElf shares
28,838 were exercised on June 30, 2000. in exchange therefor.
Accordingly, 28,838 PetroFina shares were issued
while 1,464 warrants were not exercised at the maturity date. Considering the 10,635,767 treasury shares held by Elf Aquitaine,
Following such offer, 28,836 PetroFina shares were exchanged for on December 31, 2000, TotalFinaElf held, directly and indirectly,
129,762 TotalFinaElf new shares. 275,979,458 Elf Aquitaine shares, i.e. 99.43% of the share capital
(277,552,492 shares) and 265,343,691 Elf Aquitaine voting rights,
On September 5, 2000, the Board of Directors launched a public i.e. 99.40% of the total 266,951,524 voting rights.
exchange offer to acquire all the remaining PetroFina shares,
on the basis of 9 TotalFinaElf shares for 2 PetroFina shares. On October 20, 2000, following the result of the exchange offer,
202,930 PetroFina shares were tendered to the offer opened PARISBOURSE SBF SA (now Euronext Paris SA) announced
in Belgium and in the United States from October 10, 2000 through its decision to delist Elf Aquitaine shares from the Paris
November 7, 2000, and were exchanged for 913,185 TotalFinaElf Stock Exchange First Market effective on November 3, 2000.
new shares. Since November 6, 2000, Elf Aquitaine shares have been traded
on the “Compartiment des valeurs radiées des marchés réglementés”,
On November 8, 2000, TotalFinaElf and PetroFina acknowledged with a daily fixing at 3pm.
that the completion of the exchange offer of TotalFinaElf for
PetroFina shares opened from October 10 through November 7, Moreover, the trading on the NYSE of the Elf Aquitaine ADRs
2000, combined with the restructuring of PetroFina activities was suspended on September 5,2000. Elf Aquitaine ADRs
conducted following the initial exchange offer constituted were struck from listing and registration on the NYSE effective
96
on October 18, 2000 following the approval of the Securities and Pursuant to the May 25, 2000 authorisation, 11,900,000 shares
Exchange Commission. The Elf Aquitaine ADR program were bought in 2000 at an average price of EUR 163.71 per share.
closed on September 18, 2000. At the Board of Directors meeting held January 30, 2001, the Board
decided to cancel these shares in the consolidated shareholders’
Shares held by TotalFinaElf equity.
Intervention on TotalFinaElf stock Moreover, a total number of 20,500 TotalFinaElf shares were
disposed of by the Company in 2000 following the exercise
Following the share buyback legal framework created by the of 12,400 options (relating to the Share Purchase Plan of
application of French Law n°98-546 of July 2, 1998, the Combined 970,000 options decided by the March 17, 1998 Board of Directors),
Shareholders’ Meeting held on May 11, 1999 approved an at an exercise price of FRF 615 (EUR 93.76), and 8,100 options
authorisation for a period of eighteen months for the Company (relating to the Share Purchase Plan of 1,500,000 options decided
to purchase and to sell its own shares on the market respecting by the June 15, 1999 Board of Directors), at an exercise price
the objectives and modes defined by the share buyback program. of EUR 113.
A note describing this share buyback program had been submitted
As a result, given the 4,682,792 TotalFinaElf shares held
to COB, the competent market authority, which approved it under
by the Company as of December 31, 1999, TOTAL FINA ELF S.A.
the COB visa n°99-437 of April 21, 1999 (in application of COB
held 16,834,500 of its own shares on December 31, 2000.
regulation n° 98-02 of September 6, 1998). The purchases and
sales had to be made within the limits of a maximum purchase Other share purchases by subsidiaries of the Group
price of EUR 150 per share and a minimum sale price of EUR 60
per share, up to a maximum of 10% of the total number of On December 31, 2000, Total Nucléaire, an affiliate of TotalFinaElf
Group, held 505,318 TotalFinaElf shares.
common shares.
According to the protocol agreement signed between TotalFinaElf
The Ordinary Shareholders’ Meeting held on May 25, 2000
(formerly Totalfina) and Elf Aquitaine on September 12, 1999,
approved an authorisation for a period of eighteen months for the
Elf Aquitaine committed itself, in the name of its subsidiaries
Company to purchase and to sell its own shares on the market
Financière Valorgest, Sogapar, Fingestval and Elf Atochem North
respecting the modes defined by the share buyback program
America to tender to the initial exchange offer respectively their
through the information note which was approved under the COB
3,978,000, 702,000, 12,315,760 and 72,000 Elf Aquitaine shares
visa n°00-709, on May 4, 2000. The maximum purchase price
that they held against TotalFinaElf shares. Consequently, as of
is EUR 250 per share and the the minimum sale price is EUR 100
December 31, 2000, these companies held respectively 5,550,926,
per share. This authorisation replaced the one of the Combined 1,026,000, 17,999,973 and 105,230 TotalFinaElf shares, i.e. a total
Shareholders’ Meeting held on May 11, 1999. number of shares of 24,682,129.
At the Combined Shareholders’ Meeting to be held on May 17, Thus, as of December 31, 2000, the Company held, whether
2001, shareholders will be asked to approve an authorisation for directly or through its subsidiaries, 42,021,947 of its own shares.
the Company to purchase and to sell its own shares with respect
to a buyback program that will have first to obtain the COB
approbation. This authorisation will replace the one given
by the Ordinary Shareholders’ Meeting held on May 25, 2000.
Pursuant to the May 11, 1999 authorisation, 272,208 shares
were bought in year 2000 at an average price of EUR 148.19 per
share.
These shares and the 2,227,792 shares that were initially purchased
to regulate the share price have been allocated to the stock
purchase option plan approved by the Board of Directors on July 11,
2000.
97
Share Ownership
Capital increase reserved for employees At the Combined Shareholders’ Meeting held on May 13, 1998,
the shareholders authorised, for a five-year period, the Board
At the Extraordinary Shareholders’ Meeting held June 2, 1993, of Directors to increase the capital of the company by an amount
the shareholders authorised, for a five-year period, the Board not exceeding 3% of the share capital.
of Directors to increase the capital of the Company by an amount
Pursuant to this authorisation, the Board of Directors during
not exceeding 5% of the share capital. Only employees
its November 15, 1999 session decided to implement a capital
of the Company and its French and foreign affiliates
increase reserved for employees within the limit of 3.5 million
may subscribe for these shares.
shares at a subscription price of EUR 98 per share; these shares
On October 18, 1994, the Board of Directors decided on the issuance were entitled to the dividends paid for the fiscal year 1999.
of a maximum of 5 million shares reserved to the employees at a A first subscription period was opened from December 13,1999,
subscription price of FRF 254 per share; these shares were entitled to January 13, 2000 for the employees of the Group affiliates
to the dividends paid for the fiscal year 1994. 2,003,229 shares in France and in Belgium. 1,216,908 shares were subscribed
were issued during the first subscription period in November 1994. during this first subscription period. Due to local administration
904,014 shares were issued during a second subscription period authorisation requirements, two other subscription periods were
opened in April 1995. opened from February 14, to March 2, 2000 and from March 13,
to March 30, 2000 for the employees of the foreign affiliates.
On September 1995, the Board of Directors decided on the During the second and the third subscription periods, respectively
additional issuance of a maximum of 2 million shares reserved to 323,374 and 436,911 shares were subscribed.
the employees at a subscription price of FRF 245 per share. These Hence, a total of 1,977,193 shares were issued.
shares are entitled to the dividends paid for the fiscal year 1995.
133,055 shares were issued during a first subscription period to the Company savings plan
employees of the non-French affiliates of Total in November 1995.
A second subscription period was opened in February 1996 for the The Company Savings Plan enables the employees to make
employees of the foreign affiliates not covered by the preceding voluntary payments to a share fund to which the Company makes
issuances and for the employees of certain French affiliates. supplemental contribution subject to certain conditions.
1,244,892 shares were issued.
Moreover, the shares issued by subscription to the capital
On December 11, 1996, the Board of Directors decided on the increases reserved for employees are held in two share funds
additional issuance of a maximum of 3 million shares reserved whose names are “Total Fina Actionnariat France” which was
to the employees at a subscription price of FRF 331 per share. created, on December 3, 1999, consequently to the merger
A first subscription period was opened from February 24, of the funds named “Total Actions France 1”, “Total Actions 2”
to March 7, 1997 for the employees of the French affiliates. and “Total Fina Actionnariat International ” which was itself
1,139,447 shares which were entitled to the dividend paid created consequently to the merger of “Total International 1”,
for the fiscal year 1996 were subscribed during this subscription “Total International 2”, “Total International 3”
period. A second subscription period was opened from April 14 and “Total International 4”.
to April 22, 1997 for the employees of the foreign affiliates in
countries where authorisation has been obtained in good time. Following the initial exchange offer on Elf Aquitaine opened from
469,073 shares which were entitled to the dividend paid for the September 23 through October 15, 1999, Elf Aquitaine share funds
fiscal year 1996 were subscribed during this subscription period. exchanged their Elf Aquitaine shares for TotalFinaElf shares.
A third subscription period has been opened from November 12 As a consequence, since October 28, 1999, Elf Aquitaine share
to November 21, 1997 for the employees of foreign affiliates funds have been holding TotalFinaElf shares.
in countries where authorisation has been obtained after the
ex-dividend date (June 3, 1997). 22,236 shares which are entitled
to the dividend paid for the fiscal year 1997 were subscribed
during this subscription period.
98
As of December 31, 2000, the number of shares held in these funds was as follows :
Funds name: Excel File
Actionnariat TOTAL 2,134,448
Totalfina Actionnariat France 3,828,978
Totalfina Actionnariat International 1,264,986
US employees Fund 203,588
Elf Actions Totalfina France 10,780,335
Elf Actions Totalfina International 1,036,206
Elf 1992 Actions Totalfina International 47,739
Elf 2e étape Actions Totalfina International 16,552
Privatisation n° 1 Actions Totalfina France 958,771
Privatisation Étranger Actions Totalfina 430,614
Trust USA/Canada 199,052
Total of shares held in the funds 20,901,269
As of December 31, 2000, the employees of TotalFinaElf held through those share funds, i.e. TotalFinaElf and Elf Aquitaine share funds,
20,901,269 TotalFinaElf shares, equivalent to 2.82% of TotalFinaElf share ownership(1).
In year 2000, the aggregate supplemental contributions paid by the Group amounted to 38.9 million euros.
(1) According to the definition of shares funds as defined by the article L. 225-102 of the French Code du Commerce.
Shares held by directors and executive officers
As of December 31, 2000, the directors who are individuals, and the executive officers of the Company (Management Committee
and Treasurer) held less than 0.5% of the share capital, as registered shareholders.
99
Information for overseas
shareholders
TotalFinaElf & subsidiaries
United States Holders of ADRS According to the Treaty, certain U.S. Holders (as described below),
whose ownership of ADSs is not effectively connected with
a permanent establishment in France, are entitled to receive
1. ADRS
a payment from the French Treasury of an amount equal to all or
Since October 25, 1991, TotalFinaElf’s American Depositary Shares
a portion of the avoir fiscal subject to the deduction of the 15%
(ADSs), represented by American Depositary Receipts (ADRs), are
withholding tax.
listed on the New York Stock Exchange.
A payment equal to the entire amount of the avoir fiscal is
The ticker symbol for TotalFinaElf is TOT. Since December 1992,
available to a U.S. Holder that is:
options on TotalFinaElf’s ADSs are also traded on the Chicago
Board of Exchange (CBOE), the New York Stock Exchange (NYSE) (I) an individual or other noncorporate holder that is a United
and the American Stock Exchange (ASE). States resident under the Treaty;
2. Depositary (II) a company that is not a regulated investment company and
The Bank of New York, 101 Barclay Street, New York, NY 10286, that does not own, directly or indirectly, 10% or more of the capital
Toll Free Tel for domestic callers: (1) 800 753-7230, International of the company paying the dividends; or
callers: (1) 908 769-9835 or (1) 908 769-9711, Fax: (1) 212 571-3050,
(III) a regulated investment company that does not own, directly
email: shareowner-svcs@bankofny.com,
or indirectly, 10% or more of the capital of the company paying the
website: http://www.adrbny.com
dividends, but only if less than 20% of its shares are beneficially
owned by persons who are neither citizens nor residents of the
3. Cash dividends United States.
On July 7, 2000, TotalFinaElf paid a net dividend (after 15%
withholding) of 94.86 cents/ADR to its record holders of ADRs as The avoir fiscal payment is available to a U.S. Holder (described
of June 14, 2000. Under French law, dividends paid to shareholders above) only if the beneficial owner of the dividends is subject
who are nonresidents of France are generally subject to French to United States income tax in respect of such dividends and
withholding tax at a rate of 25%. However, according to the tax of the payment from the French Treasury.
treaty signed between France and the United States (August 31,
1994) (the “Treaty”), the rate of French withholding tax is reduced A payment equal to a portion of the avoir fiscal (i.e. 30/85 of the
to 15%, in the case of dividends paid to a beneficial owner of the amount of such tax credit) is available to a U.S. Holder that is:
dividend that is a resident of the United States as defined by the
(I) a pension trust and any other organization established in the
Treaty (a “U.S. Holder”).
United States and maintained exclusively to administer or provide
retirement or employee benefits that is established or sponsored by
A resident of France is entitled to an avoir fiscal (or tax credit) in
a person that is a resident of the United States under the Treaty; or
respect of a dividend received from a French corporation, such as
TotalFinaElf. The “avoir fiscal” was equal to 50% of the dividend (II) most not-for-profit organizations established and maintained in
distributions. However, French law regarding the avoir fiscal has the United States.
recently been changed. The “avoir fiscal” on French dividends
distributed to shareholders other than individuals and parent Under the so-called “simplified procedures” issued by the French
companies, after recent reductions from 50 percent to 45 percent, tax authorities in 1994, the reduced rate of withholding tax (15%)
then to 40 percent of the dividend distributions will be further will apply upon payment of a dividend (rather than being subject
reduced to 25 percent in 2001 and 15 percent in 2002. Tax credit to a higher withholding tax with a right of refund), and a separate
on distributions to individuals (and parent companies) will remain payment of an amount equal to all or a portion of the avoir fiscal
at 50 percent. The reduction will apply with respect to tax credits (net of withholding) will not be made before January 15 of the year
used from January 1, 2001 and January 1, 2002 respectively. following the calendar year in which the dividend is paid.
The 15 percent will affect dividends distributed to non-residents
(see hereunder) in 2001 since the avoir fiscal attached to such According to the simplified procedures, the Depositary of the
dividends should not be transferred to non-residents before shares or the nominee bank or brokerage firm that holds the ADSs
January 15, 2002. must provide the French paying agent with a list of its clients
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entitled to the immediate reduced Treaty rate (15%) and must 5. Double voting rights
certify that such clients are U.S. residents for tax purposes and At a Combined Shareholders’ Meeting of TotalFinalElf held
are eligible under the Treaty for the avoir fiscal refund. on December 14, 1992, a resolution was approved to entitle certain
shareholders to a double voting right. As a result, all ADRs
Eligible regulated investment companies and eligible Pension
registered in the name of the same eligible owner for at least
Funds also will have to supply additional documentation
two years are entitled to double voting rights effective from
evidencing their entitlement to the simplified procedures.
December 14, 1994.
For the purpose of the simplified procedure, an eligible Pension
In order to be eligible for double voting rights, each holder of ADRs
Fund is an entity described in section 401(a), 403(b) or 457 of the
must:
United States Internal Revenue Code, the exclusive purpose of
a. hold the ADR(s) in registered form in the books of the
which is collecting and managing funds for retirement benefits.
Depositary for two consecutive years, and
For tax-exempt U.S. Holders (other than eligible Pension Funds), b. send written notice to the Depositary to the effect that such
it is not clear whether the simplified procedures will apply (i.e., holder would like to benefit from the double voting right
whether the reduced rate will apply upon payment of a dividend). provision,
If the simplified procedures are not available, French tax will be
c. the accrual period will begin upon confirmation of written
withheld at the non Treaty rate of 25% and U.S. Holders (mainly
notice from the Depositary.
tax-exempt U.S. Holders other than eligible Pension Funds) will
have to claim a refund of the excess withholding tax (i.e., 10%)
6. Report to ADR holders
by filing a French Treasury Form RFIA E.U. no 5052 entitled
ADR holders receive the Annual Report of the Company and the
“Application for Refund”. The form, together with instructions, will
“Letter to Shareholders” issued by the Company on a regular basis.
be provided by the Depositary and is also available from the U.S.
If they are registered holders (i.e., if ADRs are held by them directly),
Internal Revenue Service.
the reports will be sent directly to the holder at the record address.
Because this is a general summary, U.S. Holders are advised If the ADRs are held in “street name”, the institution where the
to consult their own tax advisors with respect to the United States ADRs are deposited is responsible for forwarding the documents
federal, state, and local tax consequences, as well as the French tax to the holders.
consequences, of the ownership of ADSs and the shares
represented thereby applicable in their particular tax situations. TotalFinaElf is subject to the information requirements of the
US Securities and Exchange Commission (SEC) as they apply to
In addition, TotalFinaElf has been advised by its U.S. counsel that foreign companies. The Company files with the SEC the Annual
with respect to qualifying U.S. residents holders, subject to certain Report on Form 20-F (which corresponds to a 10-K for US
limitations, the 15% withholding tax will be treated as a foreign corporations) and other information as required.
income tax that is eligible for credit against the holder’s U.S.
federal income taxes. 7. Information – investor relations
US holders can obtain additional information by calling or writing
This credit may be obtained by filing form 116 “Computation of to the Investor Relations Department in New York, or in Paris:
Foreign Tax Credit” with the ADR holder’s Federal Income Tax
Return. • Total American Services, 444 Madison Avenue, New York,
NY 10022-6903, Tel: (1) 212 922-3065, Fax: (1) 212 922-3074
4. Dividend paid in shares
The Combined Shareholders’ Meeting held June 4, 1996 resolved • TotalFinaElf, 2, place de la Coupole, La Défense 6, 92400
to offer each shareholder, for the fourth consecutive year, the Courbevoie, France, Tel: (33) 1 47 44 58 53, Fax: (33) 1 47 44 58 24
option to receive the dividend either in cash or in shares. The
Combined Shareholders’ Meeting held on May 21, 1997 did not
renew this option, only offering to receive the dividend in cash.
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Information for overseas
shareholders
UK Shareholders On June 7, 1994 French tax authorities issued a bulletin stating
that a UK shareholder entitled to a refund of the “avoir fiscal” is
In addition to the Paris Bourse, TotalFinaElf’s shares have been now subject to the 15% withholding tax when the dividend is paid.
listed on the London Stock Exchange since 1973. Previously, French withholding tax at the non-treaty rate of 25%
was initially deducted from all dividends distributions and 10%
TotalFinaElf’s shares have also been traded on the SEAQ was refunded later.
International since 1986. The security is included in both
the FT.SE Eurotop 100 and FT.SE Eurotop 300 index. In order to claim application of the reduced rate specified by
the French–UK tax treaty, the actual beneficiary of the dividends
The value of the shares in term of Pounds Sterling is affected by must normally submit to the French paying establishment not
the Sterling/French franc exchange rate at any particular time. later than the date when the dividends are paid, a specific form
“Form RF 4 GB”.
Dividends:
Dividends paid to non French resident shareholders are generally UK shareholders may not be in a position to submit the above
subject to French withholding tax at a rate of 25%. form prior to payment of the dividends. For this reason, they are
allowed to follow a simplified procedure which permits them
Upon receipt of a timely filed claim, the UK resident shareholder is to furnish a simplified certification.
generally:
The payment of the amount equal to the “avoir fiscal” can not be
• entitled to a reduced rate of French withholding tax of 15% made before January 15 of the year following the calendar year in
with respect to dividends (French–UK tax treaty), or 5% if the which the related dividend is paid.
beneficial owner is a company which controls the company
paying those dividends, and, Gross French Dividend (plus the “avoir fiscal”) is included in the
recipient’s taxable UK basis. French withholding tax on dividend
• entitled to receive a payment from the French Treasury called is credited against UK tax.
“avoir fiscal” less a 15% withholding tax. (1)
All UK residents are entitled to a reduced withholding rate and the
following UK resident shareholders are entitled to the “avoir fiscal”:
• individuals,
• companies and pension funds approved for tax purposes by
the UK, which do not control directly or indirectly at least 10% of
the voting powers of the Company and which are not entitled
for UK tax purposes to take into account the French tax payable
on the profits out of which the said dividends are paid.
The benefit of the “avoir fiscal” is not available to a UK shareholder
(being other than a pension fund referred to in the above
paragraph) who is not subject to UK tax on the payment of the
related dividend.
(1) A resident of France is entitled to an avoir fiscal (or tax credit) in respect of a dividend received from a French corporation, such as TotalFinaElf. The "avoir fiscal" was equal to 50% of the
dividend distributions. However, French law regarding the avoir fiscal has recently been changed. The "avoir fiscal" on French dividends distributed to shareholders other than individuals and
parent companies, after recent reductions from 50 percent to 45 percent, then to 40 percent of the dividend distributions will be further reduced to 25 percent in 2001 and 15 percent in 2002.
Tax credit on distributions to individuals (and parent companies) will remain at 50 percent. The reduction will apply with respect to tax credits used from January 1, 2001 and January 1, 2002
respectively. The 15 percent will affect dividends distributed to non-residents in 2001 since the avoir fiscal attached to such dividends should not be transferred to non-residents before
January 15, 2002.
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General information
General information on the Company
Identity of the Company refining, transformation and trade of these materials as well as their
derivatives and by-products and all activities relating to production
and marketing of all forms of energy, and all forms of chemicals.
Name (1)
TOTAL FINA ELF S.A.
Place where all documents and information
Principal office (2) concerning the company can be consulted
At the head office of the Company, 2, place de la Coupole,
2, place de la Coupole
La Défense 6, 92400 Courbevoie. France.
La Défense 6
92400 Courbevoie
Allocation of the net profit pursuant
Legal capital to the company’s statutes
EUR 7,404,657,980 The net revenues of the fiscal year, less the general and other
split into 740,465,798 shares on December 31, 2000. expenses of the Company, as well as all depreciation of the assets
of the Company and all reserves for commercial and industrial
contingencies, shall constitute the net profit.
Form and jurisdiction of incorporation
Limited liability company incorporated in France.
From such profit shall be deducted in the following order:
Commercial register 1) 5% to set up the reserve fund required by law, until said fund
542 051 180 RCS Nanterre. has reached one tenth of the registered capital of the Company;
thereafter such deduction ceases to be compulsory, except that
Statutes it shall be resumed if the reserve required by law drops below one
Deposited with Maîtres Gildas Le Gonidec de Kerhalic tenth of the said capital;
and Frédéric Lucet, Notaries in Paris. 2) such sums which the Shareholders’ Meeting, on the
recommendation of the Board of Directors, deems appropriate
APE code to set as a contingency fund intended to meet any expenses
111Z of an organisational nature and for new facilities or any industrial
contingencies;
Duration (3) 3) the amount fixed by the Shareholders’ Meeting to set up
Ninety nine years from March 22, 2000, that is, a termination date reserves, the purpose or the use of which will be specified by such
of March 22, 2099 unless it is terminated earlier or its duration is meetings;
extended beyond such date.
4) such amounts as the Shareholders’ Meeting decides to carry
forward.
Fiscal year
The fiscal year of the Company begins on January 1 and ends on The remaining net profits are paid to the shareholders.
December 31. The reserve funds may be applied, by decision of an Ordinary
Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting
Summary of corporate purpose (4) convened on the recommendation of the Board, either to additional
The objects of the Company, directly or indirectly, in all countries, depreciation of the assets of the Company or to the repurchase
are the exploration and exploitation of mining areas and in and cancellation of shares of the Company, or to the total
particular for hydrocarbons in all its forms, the industrial processing, or partial redemption of the shares by any permitted means.
(1) According to the seventeenth resolution of the Combined Shareholders’ Meeting held on May 11, 1999, the name of the Company changed on June 14, 1999 from “TOTAL” to “TOTAL FINA S.A.”
following the results of the first period of the public exchange offer for PetroFina shares. The Combined Shareholders’ Meeting held on March 22, 2000 has decided to change the name of
the Company into “TOTAL FINA ELF S.A.”.
(2) The Combined Shareholders’ Meeting held on March 22, 2000 has decided to transfer the principle office of the Company from Tour TOTAL in Puteaux to 2 Place de la Coupole in
Courbevoie.
(3) The Combined Shareholders’ Meeting held on March 22, 2000 has decided to extend the duration of the Company for ninety nine years to run from March 22, 2000.
(4) According to the article 3 of the Statutes which was modified by the Combined Shareholders’ Meeting held on March 22, 2000.
103
General information
Shareholders’ meetings to subscribe for additional shares issued by the Company
on a pro rata basis according to their respective holding of shares.
The Shareholders’ Meetings are convened and deliberate in Each share confers to its holder the right to one vote at the
accordance with applicable law. Some provisions are however Shareholders’ Meeting. However, effective December 14, 1994,
specific to TotalFinaElf, including: all fully paid-up shares registered in the name of the same
shareholder for at least two years, and any shares issued to such
Double voting rights shareholders without consideration in registered form in
Effective December 14, 1994, all fully paid-up shares registered connection with any increase in the registered capital of the
in the name of the same shareholder for at least two years shall Company by way of capitalization of reserves, profits or premiums,
carry double voting rights. carry double voting rights.
Immobilization of the shares
Unissued authorised capital on December 31, 2000
In order to have the right to attend or be represented at General
Meetings, the holders of shares in bearer form or recorded in an
• Authorisation to increase the equity by issuance of shares
authorised account not held by the Company must, at least one
with or without pre-emptive subscription rights, including by
day prior to the date of the Meeting, deposit at a place indicated
capitalization of reserves, up to a nominal amount not to exceed
in the Notice of Meeting, a certificate supplied by the agent who
EUR 4 billion and authorisation to issue securities convertible,
holds their accounts, certifying that the shares will not be
redeemable or otherwise exchangeable in shares up to a
transferable.
nominal amount not to exceed EUR 10 billion. This authorisation
Limitation of the voting rights was given by the Combined Shareholders’ Meeting held on
The number of single voting rights which may be exercised March 22, 2000 for a 26 month period. Given (i) the issuance
by a shareholder acting on his own behalf or by proxy, with of 14,437,768 as remuneration for the 10,828,326 Elf Aquitaine
respect to the shares held and the proxies given to such shares tendered to the exchange offer, and (ii) the issuance of
shareholder, may not exceed 10% of the total number of voting 913,185 shares as remuneratioin for the 202,930 PetroFina shares
rights attached to the Company’s shares. Should the shareholder tendered to the exchange offer, the unissued authorised capital
dispose of double voting rights, the limit so defined may be on December 31, 2000, under this authorisation amounted to
exceeded, but not beyond 20%. EUR 3,846,490,470.
These restrictions no longer apply if any individual or entity, • Authorisation to issue shares to employees participating in a
acting alone or in concert, acquires at least two thirds of the total Company capital increase reserved for employees participating
registered capital of the Company following a public tender offer in a Company Savings Plan up to an amount not to exceed
for all of the Company’s shares. 3% of the share capital at the date the shares have been issued
(Combined Shareholders’ Meeting held on May 13, 1998 –
Crossing of statutory thresholds authorisation valid for 5 years). Pursuant to this authorisation,
Any individual statutory or legal entity coming directly or the Board of Directors of November 15, 1999 decided to
indirectly into possession of shares, voting rights or any securities implement a capital increase reserved for employees which
convertible or otherwise exchangeable for shares representing resulted in a total issuance of 1,977,193 shares.
1% of the capital or any multiple thereof is required to notify
TotalFinaElf. Any individual or legal entity is also bound to notify • Authorisation to issue employees’ options to subscribe
TotalFinaElf when their direct or indirect holding falls below each for shares and employee’s options to purchase shares up to
of these levels. an amount not to exceed 2.5% of the share capital at the date of
attribution of the new options (Combined Shareholders’ Meeting
Description of the shares held on June 4, 1996 and Combined Shareholders’ Meeting
There is only one class of shares, with a par value of EUR 10. (1) of May 21, 1997 – authorisations valid up to June 4, 2001).
Shares may be held in either bearer or registered form. On December 11, 1996, the Board of Directors granted 960,000
However, the shares that might be owned by the French State options to subscribe for shares. A total of 4,970,000 options
would have to be registered. to purchase shares were granted by the Board of Directors
Holders of the Company’s shares have a pre-emptive right of March 17, 1998, June 15, 1999 and July 11, 2000. The Combined
(1) In its meeting of June 15, 1999, using the authorisation given to it by the Combined Shareholders’ Meeting held on May 11, 1999, the Board of Directors decided to convert to euro the
capital of the Company, by increasing the par value of the shares from FRF 50 to EUR 10 (65.5957 FRF).
104
Shareholders’ Meeting held on May 17, 2001 will be suggested to Employee Profit Sharing Plan
replace this authorisation by a new one.
A Group profit sharing agreement was signed on June 29, 2000 for
• Authorisation to cancel the shares of the Company within the fiscal years 2000, 2001 and 2002 and covers TOTAL FINA ELF S.A.,
the limit of 10% of the share capital every 24 months. This Total Raffinage Distribution, Total Solvants, Totalgaz, Yacco,
authorisation was given by the Combined Shareholders’ Meeting Elf Aquitaine, Elf Impex, Elf Exploration Production,
held on May 11, 1999, and is valid up to the Shareholders’ Elf Aquitaine Exploration Production France, Elf Antar France,
Meeting which will be suggested to approve the consolidated Elf Lubrifiants, Gaz du Sud-Ouest, Elf Trading France et Somarelf.
financial statements for the year ended December 31, 2003. The amount of the profit sharing reserve to be shared among
these companies for fiscal year 2000 is 73.8 million euros.
Issuance of additional shares pursuant to existing rights
Financial Communication
The securities giving right to the issuance of TotalFinaElf shares
are: In addition to its annual report, the Company regularly publishes
information concerning the Group’s activities in periodicals
– The employees’ options to subscribe for TotalFinaElf shares
as well as on its internet site http://www.totalfinaelf.com.
(see Note 25 to the Consolidated Financial Statements).
Major events are independently notified in press releases in Paris,
– The US TotalFinaElf warrants issued (i) in 1999, as remuneration London and New York.
for the US PetroFina warrants tendered to the public exchange The Company regularly holds meetings in France and abroad
offer in the United States of America and (ii) on November 8, to inform investors, journalists and financial analysts of events
2000, as remuneration for the US PetroFina warrants which affecting the Group.
were automatically exchanged following the Combination
pursuant to Section 12 of the PetroFina Warrant Agreement. Each Financial Information
US TotalFinaElf warrant grants its holder the right to purchase
one TotalFinaElf ADS at an exercise price of USD 46.94 per ADS. Paris: New York:
On December 31, 2000, the number of outstanding US Ladislas Paszkiewicz Robert Hammond
TotalFinaElf warrants amounted to 3,579,381, giving right to 2, place de la Coupole Total American Services
subscribe to up to 3,579,381 TotalFinaElf ADS, i.e. 1,789,690 La Défense 6 444 Madison Avenue
TotalFinaElf shares. 92400 Courbevoie New York, NY 10022-6903 - U.S.A.
Tel.: (33) (0)1 47 44 58 53 Tel.: (00 1) 212 922 30 65
– The Elf Aquitaine shares, whether existing or to be issued, Fax: (33) (0)1 47 44 58 24 Fax: (00 1) 212 922 30 74
coming from the exercise of all stock options which have not
been exercised by the last day of the initial public exchange
offer of TotalFinaElf in 1999. TotalFinaElf guarantees to the
holders of these Elf Aquitaine shares the possibility to exchange
them for TotalFinaElf shares, on the basis of the exchange
ratio of the 1999 exchange offer, i.e. 13 Elf Aquitaine shares for
19 TotalFinaElf shares. On December 31, 2000, the number of
existing or to be issued Elf Aquitaine shares potentially targeted
by this guaranty amounted to 4,308,450, hence giving right to
subscribe a maximum of 6,296,965 TotalFinaElf shares.
There are no other securities giving right to the issuance of
TotalFinaElf shares.
105