SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the month of April, 1999
PETROFINA
(Translation of registrant's name into English)
52 Rue de l'Industrie
B-1040 Brussels
Belgium
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of
1934.
Yes No X
If "yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b); 82-
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PETROFINA
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(to be published on April 26 and May 7, 1999)
PETROFINA S.A.
Siege: 52 rue de l'Industrie - B-1040 Bruxelles
No T.V.A. BE.403.079.441 - R.C. Bruxelles no 227.957
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Shareholders are invited to attend the ANNUAL GENERAL MEETING in Brussels, at 52
rue de l'Industrie, on MAY 17, 1999, at 3 p.m. (Brussels time), with this
agenda:
1. Report of the Board of Directors on the financial year 1998.
2. Auditor's report on the financial year 1998.
3. Annual accounts for the year ending 31st December 1998 and allocation of
profits. Board of Director's proposal to approve these accounts and the
allocation of profits included therein.
4. Discharge of Directors. Board's proposal to grant a discharge to the
Directors for the performance of their duties in 1998.
5. Discharge of Auditors. Board's proposal to grant a discharge to the
Auditors for the performance of their duties in 1998.
6. Statutory appointments:
a) Board's proposal to formally elect Mr Jean-Paul Vettier,
previously coopted as Director.
b) Board's proposal to elect Baron Albert Frere, Mr Francois
Cornelis, Messrs Guy Bizot and Robert Castaigne, Vicomte Davignon,
Messrs Christophe de Margerie, Thierry de Rudder, Georges
Dupasquier, Gerald Frere and Jean-Jacques Guilbaud, Baron Paul
Janssen, Messrs Gilles Samyn, Jean-Pierre Seeuws and Daniel Valot
as Directors for three years in replacement of the present Board.
c) Board's proposal to elect for three years as auditor "Arthur
Andersen" represented by Mr Guy Wygaerts.
7. Remuneration of Auditor. Proposal to fix the remuneration of the Auditor
in accordance with the amount proposed by the Board and agreed by the
Auditor.
8. Any other business.
The meeting room will be accessible from 2 p.m. onwards. At 2:45 p.m., a film
about the proposed merger Total Fina will be shown.
The bearer shares may be deposited until and included May 11, 1999 at BBL o GB o
CGER-Banque o KBC Banque et Assurances o Banque Artesia o Banque Nationale de
Paris o Credit du Nord o Banque Int. Luxembourg o Banque Gen. Luxembourg o
Commerzbank o Deutsche Bank o Dresdner Bank o ABN-Amro Bank o Credit Suisse o
Societe de Banque Suisse o Union de Banques Suisses o Credito Itailano o
Barclays Bank (Throgmorton St., London) o Citibank N.A. (ADR Department) USA.
The annual report is there also available. The Board of Directors
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PETROFINA S.A.
Secretariat General
Rue de l'Industrie 52
B-1040 Brussels
PROXY
I, the undersigned, Name:
Address:
Place & Country:
being the beneficial owner of
a) . . . . . . . . . . . . . . registered share(s) and/or
b) . . . . . . . . . . . . . . bearer share(s) in the societe anonyme PetroFina,
hereby appoint as my proxy with full power of substitution to represent me at
the ORDINARY GENERAL MEETING of the company to be held at 52, rue de
l'Industrie, Brussels, on MAY 17, 1999 at 3 p.m. (Brussels time), and at any
adjournment of such meeting:
M . . . . . . . . . . . . . . . . . . . . . . . . . ., shareholder of PetroFina,
with full powers to vote on my behalf, to take part in all deliberations, to
approve and to sign all documents, to modify the agenda, to determine the
address for notifications and generally to do all that (in the opinion of the
proxy) is necessary, and I hereby ratify and confirm all that said proxy shall
lawfully do by virtue thereof, such powers to be exercised in respect of the
following agenda:
1. Report of the Board of Directors on the financial year 1998.
2. Auditor's report on the financial year 1998.
3. Annual accounts for the year ending 31st December 1998 and allocation of
profits. Board's proposal to approve these accounts and the allocation
of profits included therein.
4. Discharge of Directors. Board's proposal to grant a discharge to the
Directors for the performance of their duties in 1998.
5. Discharge of Auditors. Board's proposal to grant a discharge to the
Auditors for the performance of their duties in 1998.
6. Statutory appointments:
a) Board's proposal to formally elect Mr Jean-Paul Vettier,
previously coopted as Director.
b) Board's proposal to elect Baron Albert Frere, Mr Francois
Cornelis, Messrs Guy Bizot and Robert Castaigne, Vicomte Davignon,
Messrs Christophe de Margerie, Thierry de Rudder, Georges
Dupasquier, Gerald Frere and Jean-Jacques Guilbaud, Baron Paul
Janssen, Messrs Gilles Samyn, Jean-Pierre Seeuws and Daniel Valot
as Directors for three years in replacement of the present Board.
c) Board's proposal to elect for three years as auditor "Arthur
Andersen" represented by Mr Guy Wygaerts.
7. Remuneration of Auditor. Proposal to fix the remuneration of the Auditor
in accordance with the amount proposed by the Board and agreed by the
Auditor.
8. Any other business.
(date) (Signature)
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PETROFINA
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Press Release
24th March 1999
THE BOARD OF DIRECTORS OF PETROFINA CLOSES THE ANNUAL ACCOUNTS
The Board of Directors of PetroFina met on 23 March and closed the 1998 annual
accounts.
PetroFina's share in the Group's audited recurrent consolidated profits rose to
EUR 572.6 million (BEF 23.1 billion) against EUR 567.7 million (BEF 22.9
billion) in 1997. The Group's audited consolidated accounting results stood at
EUR 466.3 million (BEF 18.8 billion) against EUR 546.9 million (BEF 22.1
billion) one year earlier.
PetroFina's cashflow share reached EUR 1,407 million (BEF 56.8 billion) against
EUR 1,365 million (BEF 55.1 billion) the previous year.
The Group's turnover, totalling EUR 17,049 million (BEF 687.8 billion) against
EUR 18,023 million (BEF 727 billion) in 1997, fell by 5.4% following a price
fall in both oil and petrochemical products. This trend was partially offset by
increased volumes and excise duty.
Turnover by sector is broken down as follows (in EUR million):
1997 1998
-------- --------
Upstream 2,188 2,192
Downstream 14,178 13,086
Chemicals 2,312 1,982
Paints 780 780
Other activities 12 42
Sales other activities (1,447) (1,033)
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18,023 17,049
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Investments for the year reached EUR 1,256 million against EUR 1,082 million at
31 December 1997.
Group equity rose to EUR 3,981 million against EUR 3,865 million in 1997 while
financial debts stood at EUR 2,458 million in 1998 against EUR 2,235 million in
1997.
Profits per share account for EUR 19.89 against EUR 23.42 in 1997.
Cash flow per share (Group share) stands at EUR 60.00 against EUR 58.46 in 1997.
*
* * *
After forty years of service, during which he carried out a number of managerial
duties at the heart of the Group, Mr Henrique Bandeira Vieira, executive
director of PetroFina, has accepted new professional responsibilities in his
native country, Portugal. He has submitted his resignation to the Board of
Directors, which has accepted it and thanked him for the quality and loyalty of
the service he has given to the company.
In addition, the Board has appointed Mr Jean Paul Vettier, President of Refining
and Marketing at TOTAL, and named him second Managing Director of PetroFina,
taking responsibility for downstream operations. This decision will not take
effect until after the transfer of 40.11% of PetroFina's share capital to TOTAL
in accordance with the agreement signed on 1 December 1998.
* * *
This press release is also available in French
This press release is also available in Flemish
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PETROFINA
Date: April 29, 1999 By: /s/ Francois Vincke
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Name: Francois Vincke
Title: Secretary General
