Offer Update

Total S.A.
26 April 2004


Total approves Increased, friendly offer of Sanofi-Synthelabo recommended by the
Supervisory Board of Aventis



Paris, April 26, 2004 - Sanofi-Synthelabo has just announced an increased,
friendly offer for the shares of Aventis, following an original public offer
announced January 26.

Total has approved this increased, friendly offer and in light of agreements
will approve the capital increase that will be put to the vote of the general
shareholders meeting of Sanofi-Synthelabo.

Total congratulates the decision of the Supervisory Board of Aventis to
recommend this offer to its shareholders.



Total considers that this combination, as now recommended, should facilitate
implementation of synergies.

The combination of the two groups will permit the creation of the number one
player in the pharmaceutical industry in Europe and number three on a worldwide
level. 

Important Information

In connection with the proposed acquisition of Aventis, Sanofi-Synthelabo has
filed with the United States Securities end Exchange Commission (SEC) a
registration statement on Form F-4 (File no: 333-112314), which includes a final
prospectus/offer to exchange and related exchange offer materials, to register
the Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo ordinary
shares represented by Sanofi-Synthelabo ADSs) to be issued in exchange for
Aventis ordinary shares held by holders located in the United States and for
Aventis ADSs held by holders wherever located and Sanofi-Synthelabo has also
filed a Statement on Schedule TO with the SEC. Investors and holders of Aventis
securities have been strongly advised to read the registration Statement and the
final prospectus/offer to exchange, the related exchange offer materials and the
Statement on Schedule TO. and any other relevant documents filed with the SEC.
as well as any amendments and supplements to those documents, because they
contain Important Information. According to such documents, investors and
holders of Aventis securities may obtain free copies of the registration
statement, the final prospectus/offer to exchange and related exchange offer
materials, and the Statement on Schedule TO, as well as other relevant documents
filed with the SEC, at the SEC's web site at www.sec.gov, the final
prospectus/offer to exchange, other transaction-related documents are being
mailed to Aventis securityholders eligible to participate in the U.S. offer and
additional copies may be obtained for free from MacKenzie Partners, Inc., the
information agent for the U.S. offer, at the following address: 105, Madison
Avenue, New York, New York 10016: telephone [phone] (call collect) or
1-[phone] (toll-free call): e-mail [e-mail].



In France, holders of Aventis securities have been requested, with respect to
the offer, to refer to the prospectus (note d'Information), which has been
granted visa number 04-0090 by the Autorite des marches financiers ('AMF') and
any other relevant documents filed with the AMF, as well as any amendments and
supplements to those documents, which, according to the terms thereof, are
available on the website of the AMF (www.amf-france.org) and without cost from:
BNP Paribas Securities Services, GIS-Emetteurs, Service Logistique, Les Collines
de l'Arche, 75450 Paris Cedex 9. The public offer to holders of Aventis ordinary
shares located in Germany (the 'German Offer') is being made in accordance with
applicable German law and pursuant to an offer document/sales prospectus, which
according to its terms is available free of charge at BNP Paribas Securities
Services, Gruneburgweg 14, D-60322 Frankfurt am Main (Fax: [phone]) and
on the website of the Company (www.Sanofi-Synthelabo.com). Any decision to
tender Aventis ordinary shares in exchange for Sanofi-Synthelabo ordinary shares
under the German Offer must be taken exclusively with regard to the terms and
conditions of the German Offer, as well as with regard to the information
included in the offer document/sales prospectus, including any amendments and
supplements thereto, issued in Germany.

This press release does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of Aventis or an
offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Sanofi-Synthelabo, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States, Germany, Italy and
Japan) in which such offer, solicitation or sale or exchange would be unlawful
prior to the registration or qualification under the laws of such jurisdiction.
The distribution of this communication may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. The
solicitation of offers to buy Sanofi-Synthelabo ordinary shares (including
Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) in the
United States will only be made pursuant to a prospectus and related offer
materials that Sanofi-Synthelabo expects to send to holders of Aventis
securities. The Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo
ordinary shares represented by Sanofi-Synthelabo ADSs) may not be sold, nor may
offers to buy be accepted, in the United States prior to the time the
registration statement becomes effective. No offering of securities shall be
made in the United States except by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of 1933. as
amended.

Forward-Looking Statements

This press release contains statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-Looking statements are statements that are not historical
facts. These statements include projections and estimates and their underlying
assumptions, statements regarding plans, objectives and expectations with
respect to future operations, products and services, and statements regarding
future performance. Although Total's management believes that the expectations
reflected in such forward-looking statements are reasonable, investors are
cautioned that forward-looking information and statements are subject to various
risks and uncertainties, many of which are difficult to predict and generally
beyond the control of Total, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements.

Total is the fourth largest oil and gas company in the world with operations in
more than 130 countries. Total's activities cover the whole energy chain of the
petroleum industry: exploration, oil and gas production, refining and marketing,
trading and power generation. The Group is also a major player in chemicals
through its chemicals branch, Atofina. Total has more than 110,000 employees
worldwide. More information can be found on the company's website: www.total.com



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