Registration Document 2012

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Merger of TOTAL with PetroFina in 1999

In December, 1998, TOTAL (1) signed an in-kind contribution agreement with Electrafina, Investor, Tractebel, Electrabel and AG 1824 (the Contributors), under which the Contributors contributed their PetroFina shares to TOTAL. TOTAL then launched a public exchange offer in 1999 for the remaining PetroFina shares not yet in its possession, at the same exchange ratio as the previous one. Following this public offering, TOTAL held 98.8% of PetroFina’s share capital.

In October 2000, TotalFinaElf launched an additional public exchange offer, at the same exchange ratio, for the PetroFina shares not yet in its possession. As of December 31, 2000, TotalFinaElf held 99.6% of PetroFina’s share capital. Then in April 2001, the Extraordinary Shareholders’ Meeting of Total Chimie approved TotalFinaElf’s contribution to Total Chimie (a wholly-owned subsidiary of TOTAL S.A.) of the entire equity stake held by the Company in PetroFina. Finally, in September 2001, the Board of Directors of Total Chimie decided to launch a squeeze-out for the 90,129 PetroFina shares not yet held. Total Chimie currently holds all PetroFina shares.

In May 2003, minority shareholders of PetroFina holding 4,938 shares brought action against Total Chimie S.A. and PetroFina S.A. before the Commercial Court of Brussels, contesting, in particular, the price offered by Total Chimie atin the squeeze-out procedure. In June 2006, TOTAL S.A became party to this lawsuit. At the end of 2011, these minority shareholders decided to withdraw their lawsuit. This withdrawal of action and proceedings put a permanent end to the legal proceedings brought by them.

 

(1) The name “Total” became “TotalFina S.A.” on June 14, 1999. “TotalFina S.A.” was then changed to “TotalFinaElf S.A.” at the Shareholders’ Meeting held on March 22, 2000 and, finally, to “TOTAL S.A.” at the Shareholders’ Meeting held on May 6, 2003.