<PAGE>   1
 
                                   FINA, INC.
                                   FINA PLAZA
                              DALLAS, TEXAS 75206
 
                  NOTICE OF ANNUAL MEETING OF SECURITY HOLDERS
 
   
                           TO BE HELD APRIL 15, 1998
    
 
To the Security Holders of
FINA, Inc.
 
   
     NOTICE IS HEREBY GIVEN that the Annual Meeting of Security Holders of FINA,
Inc. will be held at the DoubleTree Hotel, 8250 North Central Expressway,
Dallas, Texas 75206, on the 15th day of April, 1998 at 4 o'clock in the
afternoon to consider and act upon the following matters:
    
 
          1. To elect nine directors for the ensuing year to serve until their
     respective terms expire and until their respective successors have been
     duly elected and qualified; and
 
          2. To transact such other business as may properly come before the
     meeting.
 
   
     The Board of Directors fixed the close of business on March 6, 1998 as the
record date for the determination of security holders entitled to notice of and
to vote at the meeting and a list of security holders entitled to notice and to
vote will be available for inspection at the principal office of the Company
prior to the meeting and will be available at the meeting.
    
 
     IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE EARNESTLY REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED
ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
 
                                            By Order of the Board of Directors
 
                                               CULLEN M. GODFREY
                                                   Secretary
 
Dallas, Texas
   
March 9, 1998
    
<PAGE>   2
 
                                   FINA, INC.
                                   FINA PLAZA
                              DALLAS, TEXAS 75206
 
                                PROXY STATEMENT
 
                                      FOR
 
                       ANNUAL MEETING OF SECURITY HOLDERS
 
   
                           TO BE HELD APRIL 15, 1998
    
 
   
     This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of FINA, Inc. for use at the Annual Meeting of
Security Holders of the Company to be held on April 15, 1998. Discretionary
authority to vote unmarked Forms of Proxy is being solicited and unmarked
proxies will be voted FOR proposals in the discretion of the Proxy Committee.
Omnibus Proxies which are marked to abstain and non-votes by brokers are counted
for purposes of quorum only. Any proxy given by a security holder may be revoked
at any time before it is exercised by giving written notice of revocation to the
Secretary. Copies of this statement and form of proxy are expected to be first
provided to security holders on or about March 13, 1998.
    
 
   
     On February 17, 1998, PetroFina and the Company announced that they entered
into a definitive agreement and plan of merger pursuant to which the Company
will become an indirect, wholly-owned subsidiary of PetroFina. Under the terms
of the agreement, current shareholders of the Company, other than PetroFina and
its subsidiaries will receive in exchange for each FINA, Inc. share they
currently hold $60 and a warrant entitling the holder to purchase nine-tenths
(0.9) of one PetroFina American Depositary Share ("ADS") at an exercise price of
$42.25 per ADS. Thus, each 10 warrants will entitle the holder of those
warrants, upon payment of $380.25, to receive nine ADSs. The warrants will be
exercisable for a period of five years from effective date of the merger.
PetroFina intends to seek listing of the warrants on the New York Stock
Exchange. The agreement was recommended by a Special Committee of the Board of
Directors of the Company and approved by the Company's Board of Directors.
Goldman, Sachs & Co. acted as financial adviser to the Special Committee. The
merger is subject to customary closing conditions. Security Holders of the
Company will be asked to approve the merger at a Special Meeting of Security
Holders later this year, and a separate proxy statement will be mailed to all
Security Holders prior to such Special Meeting. No vote on the merger is being
sought pursuant to this proxy solicitation, and no vote on the merger will take
place at the Annual Meeting of Security Holders.
    
 
   
     At the close of business on March 6, 1998, the record date for the meeting,
the Company had outstanding and entitled to vote 29,231,972 shares of Class A
Common Stock and 2,000,000 shares of Class B Common Stock. Except as otherwise
provided in Article FOURTH of the Certificate of Incorporation of the Company,
each share of Class A and Class B Common Stock is entitled to one vote. Class B
Common Stock is not publicly traded. Only security holders of record at the
close of business on March 6, 1998, are entitled to vote at the April 15, 1998
meeting.
    
 
     Article FOURTH of the Certificate of Incorporation provides that on any
vote for the election of directors the holders of record of the Class B Common
Stock shall be entitled, voting separately as a class, to elect the smallest
number comprising more than half of the directors to be elected, and the
remaining directors shall be elected by the holders of record of the Class A
Common Stock, voting separately as a class. In accordance with that provision of
Article FOURTH, at the Annual Meeting the holders of record of the Class B
Common Stock will be entitled to elect five directors and the holders of record
of the Class A Common Stock will be entitled to elect four directors.
<PAGE>   3
 
     Affiliates of the Company control more than three-quarters of the Class A
and Class B Common Stock, and thereby are entitled to the deciding voting
rights. Therefore, all proposals and elections offered to security holders will
be approved regardless of whether or how unaffiliated security holders may or
may not vote.
 
   
     Included in the table below is information relating to the beneficial
owners of more than 5% of the outstanding Class A and Class B Common Stock of
the Company as of March 6, 1998:
    
 
   
<TABLE>
<CAPTION>
                                                                        AMOUNT AND
                                                                        NATURE OF
                                       NAME AND ADDRESS                 BENEFICIAL      PERCENT OF
      TITLE OF CLASS                  OF BENEFICIAL OWNER               OWNERSHIP         CLASS
      --------------                  -------------------               ----------      ----------
<S>                          <C>                                        <C>             <C>
Class A Common Stock.......  Petrofina Delaware, Incorporated           24,796,112       84.825%
                             Fina Plaza
                             Dallas, TX 75206
                             Boston Safe Deposit and Trust Company      1,637,930         5.603%
                             One Boston Place
                             Boston, Mass. 02108
Class B Common Stock.......  Petrofina Delaware, Incorporated           2,000,000           100%
                             Fina Plaza
                             Dallas, TX 75206
</TABLE>
    
 
     PetroFina S.A., a publicly held corporation organized under the laws of the
Kingdom of Belgium, owns 100% of American Petrofina Holding Company, 1209 Orange
Street, Wilmington, Delaware, which owns 100% of Petrofina Delaware,
Incorporated. In each such case, beneficial ownership includes both sole voting
and investment powers. All of the directors of Petrofina Delaware, Incorporated
and American Petrofina Holding Company are officers or employees of the Company
or of PetroFina S.A. More than 5% of the common stock of PetroFina S.A. is
controlled by Groupe Bruxelles Lambert S.A. (and related companies) and Societe
Generale de Belgique S.A. (and related companies).
 
   
     On March 6, 1998, Boston Safe Deposit and Trust Company, as Trustee for the
FINA Capital Accumulation Plan ("FINA Plan"), owned for the accounts of
participants in the FINA Plan an aggregate of 1,564,133 shares of Class A Common
Stock (representing more than 5% of this Class), and, as Trustee, has the right
to vote these shares and has investment power over these shares. This Trustee is
a subsidiary of Dreyfus Service Corporation which is affiliated with Mellon
Bank.
    
 
   
     At the close of business on March 6, 1998, there were registered in the
name of "PetroFina B.D.R. Account" 773,678 shares of Class A Common Stock
(representing less than 5% of this Class) against which there are outstanding
bearer deposit receipts which are publicly held. Such shares are voted according
to the instructions of various beneficial owners. If such instructions are not
given, PetroFina S.A. will vote the shares at its discretion.
    
 
                                        2
<PAGE>   4
 
   
     Included in the table below is information relating to ownership of Class A
Common Stock of directors and officers at February 6, 1998:
    
 
   
<TABLE>
<CAPTION>
                                                 AMOUNT AND
                                                  NATURE OF
                                                 BENEFICIAL      PERCENT OF
   TITLE OF CLASS     NAME OF BENEFICIAL OWNER    OWNERSHIP        CLASS
   --------------     ------------------------   ----------      ----------
<S>                   <C>                       <C>             <C>
Class A Common Stock  Francois Cornelis            400 shares   less than 1%
Class A Common Stock  Ron W. Haddock            18,664 shares(1)(2) less than 1%
Class A Common Stock  Paul D. Meek                 410 shares   less than 1%
Class A Common Stock  H. Patrick Jack            3,398 shares(1) less than 1%
Class A Common Stock  Neil A. Smoak              2,859 shares(1)(2) less than 1%
Class A Common Stock  Michael J. Couch           3,586 shares(1)(2) less than 1%
Class A Common Stock  Cullen M. Godfrey          3,457 shares(1)(2) less than 1%
Class A Common Stock  All Directors and
                      Officers as a group       45,582 shares(2)(3) less than 1%
</TABLE>
    
 
---------------
 
   
(1) Included in this amount are the following shares relating to exercisable
     stock options: 4,000 as to Mr. Haddock, 1,200 as to Mr. Jack, 2,000 as to
     Mr. Smoak, 1,200 as to Mr. Couch and 1,000 as to Mr. Godfrey.
    
 
   
(2) Included in this amount are the following shares held on January 30, 1998,
     by the Trustee of the FINA Capital Accumulation Plan, a 401(k) plan: 4,664
     as to Mr. Haddock, 2,198 as to Mr. Jack, 59 as to Mr. Smoak, 2,386 as to
     Mr. Couch, and 2,387 as to Mr. Godfrey. The Trustee holds 22,997 as to all
     officers as a group. Directors who are not employees do not participate in
     the 401(k) plan.
    
 
   
(3) Included in this amount are 11,400 shares under currently vested exercisable
     stock options.
    
 
   
     Included in the table below is information relating to ownership of
PetroFina S.A. Common Stock as of January 30, 1998 except as otherwise noted:
    
 
   
<TABLE>
<CAPTION>
                                                        AMOUNT AND
                                                         NATURE OF
                                                        BENEFICIAL      PERCENT OF
      TITLE OF CLASS         NAME OF BENEFICIAL OWNER    OWNERSHIP        CLASS
      --------------         ------------------------   ----------      ----------
<S>                          <C>                       <C>             <C>
PetroFina S.A. Common Stock  Francois Cornelis          1,771 shares   less than 1%
PetroFina S.A. Common Stock  Axel de Broqueville        2,086 shares   less than 1%
PetroFina S.A. Common Stock  Michel-Marc Delcommune       578 shares   less than 1%
PetroFina S.A. Common Stock  Ron W. Haddock             2,394 shares(1) less than 1%
PetroFina S.A. Common Stock  Jose G. Rebelo             1,239 shares   less than 1%
PetroFina S.A. Common Stock  Neil A. Smoak                591 shares(1) less than 1%
PetroFina S.A. Common Stock  H. Patrick Jack              107 shares(1) less than 1%
PetroFina S.A. Common Stock  Michael J. Couch             282 shares(1) less than 1%
PetroFina S.A. Common Stock  Cullen M. Godfrey            217 shares(1) less than 1%
PetroFina S.A. Common Stock  All Directors and
                             Officers as a group       10,805 shares   less than 1%
</TABLE>
    
 
---------------
 
   
(1) The Trustee of the FINA Capital Accumulation Plan held these shares on
     Messrs. Haddock, Smoak, Jack, Couch and Godfrey's behalf as of December 31,
     1997. In addition, Mr. Haddock owns 1,877 shares directly and Mr. Godfrey
     owns 17 shares directly.
    
 
                               VOTING PROCEDURES
 
     Votes will be counted by Corporation Trust Company of Delaware as Forms of
Proxies are received from shareholders. Voting is not cumulative. Each common
share is entitled to one vote. Unmarked Forms of Proxy will be voted FOR
proposals in the discretion of the Proxy Committee. Abstentions are treated as
withheld or abstained votes and are counted only for purposes of obtaining a
quorum. Broker non-votes are also counted only for purposes of obtaining a
quorum. All matters discussed herein are expected to be approved as the majority
security holder has indicated it will vote in favor of each proposal.
                                        3
<PAGE>   5
 
                             ELECTION OF DIRECTORS
 
   
     Proxies received from Class A holders of record will be voted at the
meeting by Ron W. Haddock or Cullen M. Godfrey, and each or either of them, who
constitute the Class A Proxy Committee, in favor of the election as directors of
the Company of Ernesto Marcos, Albert V. Casey, Patricia M. Wallington and Ron
W. Haddock unless security holders withhold authority to vote or specify in
their proxies a contrary choice. Proxies received from the Class B holder of
record by the Class B Proxy Committee, consisting of Ron W. Haddock or Cullen M.
Godfrey, and each or either of them, will be voted at the meeting in favor of
the election as directors of the Company of Francois Cornelis, Axel de
Broqueville, Michel-Marc Delcommune, Paul D. Meek and Jose G. Rebelo. Petrofina
Delaware, Incorporated has indicated that it will vote in favor of the election
of each of these nominees. All directors are elected to serve until the next
Annual Meeting of Security Holders and until their respective successors are
elected and qualify. In the event that any of the nominees shall be unavailable,
the applicable Proxy Committee is authorized to substitute one or more nominees,
although management has no reason to anticipate that this will occur.
    
 
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
 
   
     Certain information is given below with respect to each nominee for
election as director. All of these nominees are members of the present Board of
Directors, having been elected at the last meeting of security holders. The
statement as to Class A Common Stock of the Company beneficially owned is based
upon information furnished by each nominee. Each nominee beneficially owns less
than 1% of the outstanding shares of Class A Common Stock.
    
 
   
<TABLE>
<CAPTION>
                                                                                   SERVED AS
                                                                                   DIRECTOR
                                                                                  SINCE DATE
     NOMINEE FOR DIRECTOR       AGE      PRINCIPAL OCCUPATION DURING 1997        LISTED BELOW
     --------------------       ---      --------------------------------        ------------
<S>                             <C>    <C>                                     <C>
Francois Cornelis.............  48     Chief Executive Officer and Vice-        April 17, 1985
                                         Chairman of PetroFina S.A.
Axel de Broqueville...........  54     Executive Director of PetroFina S.A.     April 11, 1990
Michel-Marc Delcommune........  49     Executive Director of PetroFina S.A.     August 16, 1995
Ron W. Haddock................  57     President and Chief Executive           December 17, 1987
                                         Officer of the Company
Ernesto Marcos................  53     Consultant                              October 19, 1995
Paul D. Meek..................  67     Chairman of the Board of the Company      July 10, 1968
Albert V. Casey...............  78     Distinguished Executive in               April 16, 1997
                                         Residence -- Southern Methodist
                                         University
Jose G. Rebelo................  59     General Manager of PetroFina S.A.       February 22, 1996
Patricia M. Wallington........  59     Corporate Vice President and Chief       April 20, 1995
                                         Information Officer of Xerox
                                         Corporation
</TABLE>
    
 
     Mr. Cornelis was elected Chief Executive Officer of PetroFina S.A. on May
11, 1990 and Vice Chairman of PetroFina S.A. on May 13, 1991, having served as
Executive Director and General Manager from May 1986 and May 1984, respectively.
From October 1983 until May 1984 he served as Vice President of the Company.
Prior to that time he served as Assistant to the President of the Company since
January 1983. Prior to that time, he served as Assistant Manager in the
exploration and production department and as European refining and supply
operation coordinator with PetroFina S.A.
 
                                        4
<PAGE>   6
 
     Mr. de Broqueville has held his present position since May 12, 1989. Prior
to that time he was General Manager of PetroFina S.A. for at least the preceding
five-year period. He was Vice President of the Company from April 16, 1980 until
October 31, 1983 managing the Company's supply and transportation needs.
 
     Mr. Delcommune has held his present position since May 1992. Prior to that
time, he was Senior Vice President and Chief Financial Officer of PetroFina S.A.
He directs the negotiation and consummation of many sophisticated financial
transactions worldwide.
 
     Mr. Haddock was elected President and Chief Executive Officer effective
January 1, 1989, having served as Executive Vice President and Chief Operating
Officer since June 1986. Prior to that time he was an officer and a director of
Esso Eastern, an Exxon subsidiary, for the preceding three years.
 
     Mr. Meek was first elected Chairman of the Board of the Company in October
1984. He was President and Chief Executive Officer from April 1983 to June 1986.
Prior to that time, he was President and Chief Operating Officer since 1976. Mr.
Meek retired from active employment with the Company on June 1, 1989. He served
as a Commissioner of the Public Utility Commission of Texas from November 1989
to April 1992.
 
     Dr. Marcos is President of E. Marcos & Associates, A.C. since 1995. Prior
to that time, he was Chief Financial Officer of PEMEX from 1989 until 1994. He
advises clients in the energy industry as to many aspects of business in Mexico.
 
   
     Mr. Casey is the Distinguished Executive in Residence at Southern Methodist
University, Cox School of Business in Dallas, Texas. Prior to that time, he was
President and Chief Executive Officer of Resolution Trust Corporation from
October 1991 to March 1993, and Chairman and Chief Executive Officer of AMR
Corp., the parent company of American Airlines from 1974 to 1985. He is a member
of the Boards of Directors of MAG Aerospace Industries and Arkansas General
Industries.
    
 
     Mr. Rebelo has held his present position since 1992. Prior to that time, he
was Assistant General Manager of PetroFina S.A. He is currently the principal
executive officer of the exploration and production efforts of PetroFina S.A.
 
     Ms. Wallington has been Corporate Vice President and Chief Information
Officer of Xerox Corporation since 1989. She currently has responsibility to
direct and manage Xerox Corporation's information systems.
 
MEETING AND DIRECTOR COMPENSATION INFORMATION
 
   
     The Board of Directors in 1997 held five regular meetings and three consent
meetings. All directors other than Messrs. Cornelis, de Broqueville, Delcommune
and Rebelo attended at least 75% of the total number of meetings of the Board of
Directors and committee meetings of which they were members during their terms
of service. None of the directors who did not attend at least 75% of the
meetings, other than Francois Cornelis, served on any committee of the Board of
Directors. The Company currently pays $1,000 to directors for each Board of
Directors' meeting attended and $1,000 to committee members for each committee
meeting attended. During 1997, Directors, other than Mr. Haddock, because he was
an active employee of the Company, received a retainer fee equalling $20,000 per
year.
    
 
   
     The Board of Directors has an Audit Committee, which in 1997 consisted of
Patricia M. Wallington and Ernesto Marcos. The Committee met two times in 1996
to review with the Company's independent public accountants the Company's
accounting procedures and controls and the Company's audit.
    
 
   
     The Board of Directors also has a Compensation Committee, which in 1997
consisted of Francois Cornelis and Patricia M. Wallington. The Committee held
two meetings in 1997 to review the Company's salaries, bonuses and benefits for
officers and other key employees.
    
                                        5
<PAGE>   7
 
   
     The Board of Directors appointed a Special Committee consisting of Ernesto
Marcos, Patricia M. Wallington and Albert V. Casey to study and negotiate a fair
merger valuation as to the proposed PetroFina S.A. merger described above. In
1997, there were ten meetings of the Special Committee.
    
 
     The Board of Directors does not have a nominating committee. The Board of
Directors nominates the Directors to represent the Class A Common Stockholders.
Petrofina Delaware, Incorporated advises the Board of its nominees to represent
the Class B Common Stock.
 
INFORMATION CONCERNING OFFICERS
 
     Mr. Ron W. Haddock was elected President and Chief Executive Officer
effective January 1, 1989, having served as Executive Vice President and Chief
Operating Officer since June 1986. Prior to that time he was an officer and a
director of Esso Eastern, an Exxon subsidiary, for at least the previous
three-year period.
 
     Mr. Paul D. Meek was elected Chairman of the Board in October 1984 having
served as President and Chief Executive Officer from April 1983 to June 1986. He
served as President and Chief Operating Officer since 1976, and was a Vice
President of the Company from 1968 to 1976. He is now retired from active
employment with the Company. He served as a Commissioner of the Public Utility
Commission of Texas from November 1989 to April 1992.
 
   
     Mr. Cullen M. Godfrey was elected Senior Vice President, Secretary and
General Counsel effective April 1995. Prior to that time, he was Vice President
of the Company since August 1990. He is also a Vice President of Petrofina
Delaware, Incorporated. He has managed the Company's Legal and Security
Department since August 1990, and he managed the Public Affairs Department from
July 1994 to May 1997.
    
 
     Mr. M. J. Couch was elected as Senior Vice President in April 1995. He
served as Vice President from April 1984. His principal duties in fiscal 1995
were to manage the refining and marketing activities associated with the
Company's Southeastern Business Unit. He formerly served as Vice President since
April 1984 and as General Manager of Supply and Transportation and Manager of
Raw Materials since joining the Company in 1977.
 
     Mr. H. Patrick Jack was elected Senior Vice President in April 1995. From
February 1985 Mr. Jack was General Manager of Chemicals Marketing until his
promotion to Vice President in August 1989. His principal duty is to manage the
chemicals business of the Company.
 
   
     Mr. Neil A. Smoak was elected Senior Vice President in April 1995. Prior to
that time he was elected Vice President in April 1986 and also was the manager
of the Oklahoma City regional exploration and production office from 1983 until
1986. He resigned in March 1998. His principal duty in 1997 was to manage the
exploration and production activities of the Company.
    
 
   
     Mr. Yves Bercy was elected Vice President and Chief Financial Officer
effective July 1993 and was additionally elected as Treasurer in April 1994. He
resigned in August 1997 to accept employment with PetroFina S.A. He was also a
director and Vice President of Petrofina Delaware, Incorporated. Prior to that
time he was Executive Assistant to the principal financial officer of PetroFina
S.A. since 1991 and served as principal accounting officer of PetroFina S.A.
beginning in 1985.
    
 
   
     Mr. Richard L. Charter II was elected Vice President effective April 1997.
Prior to that time he was manager of environmental affairs and health and safety
for the Company since 1988. His principal duty is to manage the environmental
affairs and safety of the Company.
    
 
                                        6
<PAGE>   8
 
     Mr. Michel Daumerie was elected Vice President effective April 1995. Prior
to that time, he was manager of technology for the Company since 1988. His
principal duty is to manage the laboratory research of the Company.
 
     Mr. Richard C. Lindley was elected Vice President effective April 1995.
Prior to that time, he was general manager of the Company's natural gas
business. His principal duty is to manage the natural gas marketing business of
the Company.
 
     Mr. Jeff D. Morris was elected Vice President effective April 1995. Prior
to that time, he was general manager of the Company's Big Spring, Texas,
Refinery. His principal duty is to manage the refining and marketing activities
associated with the Company's Southwestern Business Unit.
 
   
     Mr. Geoffroy Petit was elected Vice President and Chief Financial Officer
in September 1997. He is also Vice President and a Director of Petrofina
Delaware, Incorporated. Prior to that time he was manager and a Director of
PetroFina International Group, a financial subsidiary of PetroFina S.A. for at
least the preceding five-year period. He is responsible for the financial
affairs of the Company.
    
 
   
     Mr. S. Robert West was elected Vice President in May 1983 and served
additionally as Controller from May 1983 through December 1991. His principal
duty is to manage the Information Systems and Internal Audit Departments of the
Company.
    
 
   
     Mr. Kevin A. Rupp was elected Controller effective April 1995. Prior to
that time, he was Coordinator of Corporate Planning for the Company from 1992
and a Division Controller from October 1989. His principal duty is to direct the
accounting matters of the Company.
    
 
   
     Ms. Hilda Kouvelis was elected Treasurer in February 1997. Prior to that
time, she was General Manager of the Company's treasury operations from 1995 and
Manager of General Accounting from 1993. Her principal duties are to direct the
debt and cash management of the Company.
    
 
     Ms. Linda Middleton was elected Assistant Secretary in August 1984. Her
principal duty is to assist the Corporate Secretary.
 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
   
     No failure to file Reports with the Securities and Exchange Commission
occurred during the reporting period based on an examination of forms submitted
to the Registrant.
    
 
                                        7
<PAGE>   9
 
INFORMATION CONCERNING CUMULATIVE TOTAL RETURN
 
       COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL STOCK PRICE AND DIVIDEND
              PERFORMANCE OF COMPANY, PEER GROUP AND BROAD MARKET
 
<TABLE>
<CAPTION>
        MEASUREMENT PERIOD
      (FISCAL YEAR COVERED)          FINA, INC. CL A    INDUSTRY INDEX      BROAD MARKET
<S>                                 <C>                <C>                <C>
1992                                           100.00             100.00             100.00
1993                                           119.83             120.13             118.81
1994                                           125.34             128.17             104.95
1995                                           195.28             165.44             135.28
1996                                           196.89             206.84             142.74
1997                                           273.93             253.21             171.76
</TABLE>
 
   
     The chart above reflects the price and dividend performance of the
Company's Class A Common Stock relative to the composite of American Stock
Exchange companies and to all companies listed in the Standard Industry
Classification (SIC) Code 2911 composite of "Petroleum Refining" companies. SIC
Code 2911 is comprised of approximately 52 companies including Exxon Corp.,
Ashland Oil Inc., Chevron Corp., Atlantic Richfield Company, Mobil Corp. and
Phillips Petroleum Co. The base year of 1992 is held constant at 100 with all
dividends paid and market increases added each year. If a company paid no
dividends and had no change in market value since 1992, its base of 100 would
not change.
    
 
     Each data point has been weighted for the market capitalization of the
companies comprising SIC Code 2911. A copy of a listing of all companies
comprising the group will be provided without charge to any security holder upon
request to the Company.
 
                                        8
<PAGE>   10
 
EXECUTIVE COMPENSATION
 
   
     The following tabulation sets forth the aggregate compensation paid or
accrued during the fiscal year ended December 31, 1997, to the President and
Chief Executive Officer and each of the four highest paid executive officers for
services to the Company and its subsidiaries:
    
 
                           SUMMARY COMPENSATION TABLE
 
   
<TABLE>
<CAPTION>
                                                                  LONG-TERM COMPENSATION
                                                              -------------------------------
                                    ANNUAL COMPENSATION              AWARDS           PAYOUTS
                                ---------------------------   ---------------------   -------
          (A)             (B)     (C)       (D)       (E)        (F)         (G)        (H)        (I)
          ---             ----  -------   -------   -------   ----------   --------   -------   ---------
                                                     OTHER
                                                    ANNUAL    RESTRICTED                        ALL OTHER
                                                    COMPEN-     STOCK      OPTIONS/    LTIP      COMPEN-
   NAME AND PRINCIPAL           SALARY     BONUS    SATION     AWARD(S)      SARS     PAYOUTS    SATION
        POSITION          YEAR    ($)     ($)(1)      ($)        ($)        (#)(2)      ($)        ($)
   ------------------     ----  -------   -------   -------   ----------   --------   -------   ---------
<S>                       <C>   <C>       <C>       <C>       <C>          <C>        <C>       <C>
Ron W. Haddock            1997  605,015        --        --       --            --        --      43,065(3)
President and Chief       1996  582,317   285,000        --       --            --        --      40,218
  Executive Officer       1995  500,202   225,000        --       --            --        --      36,155
 
Neil A. Smoak             1997  291,202        --        --       --            --        --      19,777(4)
Senior Vice               1996  285,989   107,000        --       --            --        --      19,219
  President               1995  266,196    75,000        --       --            --        --      17,610
 
H. Patrick Jack           1997  287,317        --        --       --            --        --      18,475(5)
Senior Vice               1996  278,600   139,000        --       --            --        --      17,110
  President               1995  249,781   110,000        --       --            --        --      15,801
 
Michael J. Couch          1997  263,669        --        --       --            --        --      16,616(6)
Senior Vice               1996  246,320    74,000     7,600(7)     --           --        --      15,295
  President               1995  217,004    76,000        --       --            --        --      13,753
 
Cullen M. Godfrey         1997  231,844        --        --       --            --        --      15,727(8)
Senior Vice President,    1996  224,660    74,000        --       --            --        --      15,206
  General Counsel         1995  210,576    60,000        --       --            --        --      15,583
  and Secretary
</TABLE>
    
 
---------------
 
   
 (1) An incentive compensation program for fiscal 1997, which is a function of
     the financial results of the Company and each line of business, is expected
     to result in bonuses to executive officers. The payments are incalculable
     at the time of publication of this document as the relative results of
     other companies which are to be used in the payment calculation have not
     been published. Any such payments are subject to adjustment based upon the
     recommendation of the Compensation Committee. Payments pertaining to fiscal
     1996 were made in May 1997 and are reported in this column.
    
 
 (2) No options were awarded during the three-year period.
 
   
 (3) Includes the following for fiscal 1997: $25,950 under the Company's
     restoration plan, life insurance over $50,000 of $7,515 and the Company's
     $9,600 matching contribution to the 401(k) plan. The value of the pension
     restoration portion of the Restoration Plan is set forth herein in the
     retirement table.
    
 
   
 (4) Includes the following for fiscal 1997: $7,725 under the Company's
     Restoration Plan, Reimbursement of $250 tax preparation fee, life insurance
     over $50,000 of $2,202 and the Company's $9,600 matching contribution to
     the 401(k) plan. The value of the pension restoration portion of the
     Restoration Plan is set forth herein in the retirement table.
    
 
                                        9
<PAGE>   11
 
   
 (5) Includes the following for fiscal 1997: $7,560 under the Company's
     Restoration Plan, life insurance over $50,000 of $1,315 and the Company's
     $9,600 matching contribution to the 401(k) plan. The value of the pension
     restoration portion of the Restoration Plan is set forth herein in the
     retirement table.
    
 
   
 (6) Includes the following for fiscal 1997: $5,850 under the Company's
     Restoration Plan, life insurance over $50,000 of $1,166 and the Company's
     $9,600 matching contribution to the 401(K) plan. The value of the pension
     restoration portion of the Restoration Plan is set forth herein in the
     retirement table.
    
 
   
 (7) Gain on a nonqualified stock option of FINA, Inc. Class A Common calculated
     as the spread between the option price and market price.
    
 
   
 (8) Includes the following for fiscal 1997: $4,185 under the Company's
     Restoration Plan, reimbursement of $250 tax preparation fee, life insurance
     over $50,000 of $1,692 and the Company's $9,600 matching contribution to
     the 401(K) plan. The value of the pension restoration portion of the
     Restoration Plan is set forth herein in the retirement table.
    
 
   
     Amounts are not included for Pension Plan (described herein) contributions
per employee or officers as a group since such contributions cannot be
separately and individually calculated and no contribution was due by the
Company to the Pension Plan for 1997. Compensation used to determine benefits
under the Pension Plan for employees is a formula based on average total
compensation for the highest three consecutive years of the last ten years of
employment prior to retirement and the highest five consecutive years of the
last ten years as to bonus. Payments made under the incentive program will not
be includable in pension calculations.
    
 
   
     An agreement providing supplemental retirement benefits between the Company
and Ron W. Haddock provided that upon retirement at age 55 or later, his
retirement benefit will equal 1.6% of base salary and bonuses over any
thirty-six consecutive month period out of the ten-year period preceding
retirement during which such earnings are the highest multiplied by the number
of completed years of service to the industry from June 11, 1963 to his date of
retirement from the Company. The agreement was amended in fiscal 1993 to vest
these benefits immediately. This determined benefit will then be reduced by a
portion of social security benefits, annuities payable by a previous employer,
benefits from the Company's Pension Plan and retirement benefits from the
Company's Restoration Plan. Under this arrangement, the supplemental benefit
which would have been owed by the Company in fiscal 1997 was $198,333 subject to
offsets described above which are currently undeterminable.
    
 
   
     In 1997 the Company provided certain employees with automobiles and club
memberships for use in the Company's business. Currently, no directors and only
one officer, Mr. Daumerie, are furnished automobiles. One officer, Mr. Petit, is
provided a furnished home. Records are kept to conform to the provisions of the
Deficit Reduction Act of 1984. Such officers and employees may, from time to
time, make incidental personal use of club facilities, but the Company does not
require such individuals to maintain records with respect thereto. The Company
provided income tax preparation service by its independent public accountants to
Messrs. Meek, Bercy, Godfrey, Smoak, Lindley, Morris, West and Rupp in 1997 and
reimbursed Mr. Haddock for expenses associated with income tax preparation. The
amounts set forth above as compensation do not reflect personal benefits which
may have been derived by officers and directors. After reasonable inquiry, the
Company has concluded that the amounts involved, if they could be accurately
determined, would be less than $50,000 in the case of each officer or director.
    
 
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
   
     The Compensation Committee is appointed by the Board of Directors in April
of each year. During 1997, there were two members of the Committee. Patricia M.
Wallington, an outside director, was Chairman of the Committee and served in
this capacity since February 1996. The additional member was Francois Cornelis,
an
    
 
                                       10
<PAGE>   12
 
executive of PetroFina S.A. and former employee of the Company. There were no
transactions with management or other items required to be disclosed under Item
404 of Regulation S-K with respect to the Committee members.
 
  Compensation Philosophy and Objectives
 
     The Company's total compensation philosophy for executives is to provide a
competitively based program with an overall objective of creating value for the
Company's shareholders. The compensation program is designed and administered to
achieve the following objectives: (a) to maintain a stable, successful
management team motivated to provide good long-term shareholder returns; (b) to
reward executives based on Company performance, as well as individual
performance, with a significant portion of executive compensation "at risk",
particularly for senior executives; and (c) to provide a compensation system
that appropriately balances short-term and long-term considerations.
 
  Compensation Components
 
   
     For fiscal 1997, the Company's compensation program consisted of: (i) base
salary, (ii) incentive compensation participation as to executive officers,
(iii) matching contributions under the FINA Capital Accumulation Plan, a 401(k)
plan, (the "FINA Plan"), and (iv) accruals under a restoration plan.
    
 
   
     Base Salary -- The base salary levels of Executive Officers are reviewed
annually each April to determine whether they are competitive by comparison with
information from a peer group of companies that participate in the "Petroleum
Industry Executive Compensation Comparison" (hereinafter referred to as PIECC)
survey group. The PIECC companies are closely aligned to the asset/revenue size
of the Company and aligned by industry. However, the Standard Industry
Classification code companies used in the performance graph on page 7 include a
broader range in asset/revenue size than the PIECC companies. There are 31 PIECC
companies including: Anadarko Petroleum, Enron Oil & Gas, Kerr McGee, Maxus
Energy, Meridian Oil, Oryx Energy, Sonat Exploration, Tesoro Petroleum, and
Valero Energy. The Compensation Committee, receives a memorandum from the
President and Chief Executive Officer as to salary recommendations for the Vice
Presidents and Department Heads reporting to the Chief Executive Officer. This
recommendation has been previously reviewed and approved by the majority
security holder. After action by the Compensation Committee, the salaries and
incentive compensation payments, if any, are subject to approval by the Board of
Directors. There was no modification or rejection in any material way by the
Board of Directors of any decision of the Compensation Committee.
    
 
   
     An executive's base salary is heavily weighted by individual performance
and level and scope of responsibility. Executive Officers of the Company
received increases in base salary in fiscal 1997 that ranged from 3.0% to 16.8%
compared with a range of 2.5% to 19.2% in 1996. The financial performance of the
Company improved over the previous year. Base salaries for the Company's
Executive Officers, including the named Executive Officers, are generally at or
below the average of the surveyed data.
    
 
   
     Deferred Compensation -- In fiscal 1997, FINA had no executive deferred
compensation plan other than (i) the FINA Plan, a 401(k) qualified plan provided
to all eligible employees, as defined in the plan document; (ii) the Pension
Plan, a defined benefit plan more fully described herein; and (iii) a
Restoration Plan which restores Pension Plan and FINA Plan benefits to
executives and employees reaching the maximum participation levels permitted by
law. The FINA Plan is a broad-based pre-tax savings plan which qualifies under
401(k) of the Internal Revenue Code permitting eligible employees, not just
executives, to defer a portion of their compensation and encourage savings to
provide additional financial security for the future.
    
 
                                       11
<PAGE>   13
 
  CEO Compensation
 
   
     Mr. Ron W. Haddock has been President and Chief Executive Officer since
1989, and the offices of Chief Executive Officer and President have been
combined throughout that time. Only one salary is paid for the combined
positions. Mr. Haddock's compensation package takes into account the
relationship of the Company to PetroFina S.A. Annually, Mr. Haddock's salary is
reviewed in light of the Company's financial results in addition to utilizing
the PIECC survey used for other executives. Mr. Haddock received a 5.3% increase
in 1997 compared to a 12.4% increase in 1996. No bonus has yet occurred for
fiscal 1997 and he is not entitled to any long-term incentive payment for the
period other than contributions and accruals under the FINA Plan and the
Restoration Plan described herein. Mr. Haddock received a cash bonus of $285,000
in 1997 which was a function of the size of the Company's incentive compensation
pool, but the Compensation Committee also gave subjective consideration to Mr.
Haddock's experience, level and scope of responsibilities, and his overall
contribution to the success of the Company. Recognizing the Company's financial
performance in 1997, it is expected that Mr. Haddock will be awarded an
incentive bonus which will be paid at the same time as the distributions to
other executive officers pursuant to the Company's incentive compensation
program discussed below. The Compensation Committee reserves the right to
determine the final payment recommendation for Mr. Haddock.
    
 
  Options and Incentive Payment Program
 
   
     The most recent stock option plan of the Company expired by its terms in
1989. Options at $70.50 were awarded to Executive Officers and employees on a
discretionary basis prior to expiration. The price of the last grant was $70.50.
The price and number of shares were adjusted to $35.25 per share to reflect a
2-for-1 stock split in May 1995. At the date of this report an approximate $25
per share gain has occurred, as adjusted for the stock split.
    
 
   
     An incentive compensation program covering all exempt employees, including
executive officers, will provide bonuses based on a formula which includes the
overall financial performance of the Company during 1997, the relative
performance of the Company in comparison to the performance of ten other
companies, the financial performance of the separate lines of business, the
relative performance to ten other companies in the same line-of-business and an
individual performance assessment. Because relative performance of the Company
and each line of business can not be measured until other comparable companies
have announced earnings, the payment amount is incalculable.
    
 
   
     To calculate the incentive payments, an executive officer's individual
performance assessment and the competitive total cash compensation target for
his individual position must be established. The resulting dollar amount for an
incentive target is then determined. That dollar amount is then multiplied by a
factor which is weighted 75% on overall corporate performance and 25% on
line-of-business performance. Overall corporate performance will be based on (i)
return on capital employed compared to ten companies: Amerada Hess Corp.,
Ashland Oil Inc., Coastal Corp., Kerr McGee Corp., Murphy Oil Corp., Occidental
Petroleum Corp., Phillips Petroleum Co., Sun Co Inc., Unocal Corp. and
USX-Marathon and; (ii) corporate financial performance above an annually
established minimum return on capital employed. The line-of-business performance
is based on (i) a target tied to that line-of-business' return on capital
employed and cost of capital, and; (ii) that line-of-business' return on assets
compared to ten companies in similar lines of business. While the Compensation
Committee reserves the right to determine the final incentive payment for each
executive officer, the amount determined under the incentive compensation
program will be a key factor considered by the Compensation Committee when
recommending final payments.
    
 
                                       12
<PAGE>   14
 
  Summary
 
   
     The Compensation Committee believes that the combination of base salary
paid in 1997 and incentive awards to be paid for 1997 based upon individual and
corporate performance provides a program which attracts and retains key
executives. Incentive awards to be paid for 1997 are directly related to the
financial performance of the Company; i.e., net earnings and performance
rankings to other companies. The actual performance of the Company for fiscal
1997 was $126 million. Earnings per common share were $4.05. The performance of
the Company for fiscal 1996 was a net of $153 million and earnings per common
share were $4.91.
    
 
     This Report has been submitted by the Compensation Committee: Francois
Cornelis and Patricia Wallington.
 
  Other Benefit Related Matters
 
     Inapplicability of the $1 Million Deduction Limit. Section 162(m) of the
Internal Revenue Code generally limits the corporate deduction for compensation
paid to Executive Officers to $1 million annually, unless certain requirements
are met. No modification of compensation programs is necessary as no Executive
Officer's compensation approaches $1 million annually.
 
   
     Transactions with Management and Others. In 1997, there were no
transactions with management or others which are required to be disclosed.
    
 
     Although the Company has joint venture interests with the majority security
holder and affiliates of PetroFina S.A., only administrative officers are common
to both companies; i.e., the Chief Financial Officer, General Counsel and
Secretary. A description of the joint ventures is under the caption
"Transactions with Security Holders" herein.
 
   
     Compensation Committee Interlocks and Insider Participation. Francois
Cornelis is a member of the Compensation Committee. He is an executive of an
affiliate, PetroFina S.A., currently serving as Chief Executive Officer and
Vice-Chairman. PetroFina S.A. has proposed a merger transaction in which the
Company would become an indirect, wholly-owned affiliate of PetroFina S.A. and
the Company has approved the proposal.
    
 
   
     Pension Plan. The FINA Pension Plan ("Pension Plan") covers employees of
FINA, Inc. and certain subsidiaries. There were no amendments to the Pension
Plan during 1997.
    
 
     An eligible employee begins to participate in the Pension Plan on the first
day of the month coincident with or next following completion of twelve
consecutive months of employment during which at least 1,000 hours of service
are credited to such employee. Pursuant to the Tax Reform Act of 1986, the
Company has elected to fully vest participants after five years of service. The
pension formula is offset by up to 50% of an employee's social security primary
insurance amount payable at age 65.
 
     A participant reaches normal retirement age upon attainment of his or her
65th birthday. Married participants normally elect a joint and survivor annuity
as the method of receipt for benefits. Unmarried participants and those with
spousal consent may elect a benefit payable for their lifetime only or a reduced
benefit may be shared with an eligible beneficiary.
 
                                       13
<PAGE>   15
 
   
     The following table shows annual retirement benefits under the Pension Plan
for participants retiring at age 65 in 1998 based on the highest 36 consecutive
months of salary and bonus during the previous ten years, and years of
participation, and using the social security tax base through December 31, 1997,
as shown:
    
 
   
          Retiring at age 65 in 1998. Highest 36 consecutive monthly
     compensation during the previous ten years ending December 31, 1997. Social
     Security tax base through December 31, 1997.
    
 
          The table below is set forth by compensation levels and increases in
     existing compensation of a person will move them to the next level.
 
   
<TABLE>
<CAPTION>
                     ANNUAL RETIREMENT BENEFITS
--------------------------------------------------------------------
                               YEARS OF PARTICIPATION
FINAL AVERAGE   ----------------------------------------------------
COMPENSATION    15 YEARS   20 YEARS   25 YEARS   30 YEARS   35 YEARS
-------------   --------   --------   --------   --------   --------
<S>             <C>        <C>        <C>        <C>        <C>
Final Average
Compensation       15         20         25         30         35
     $50,000      $8,976    $11,968    $14,960    $17,951    $21,321
     $75,000     $14,939    $19,919    $24,899    $29,878    $35,261
    $100,000     $21,127    $28,169    $35,211    $42,253    $49,698
    $150,000     $33,502    $44,669    $55,836    $67,003    $78,573
    $200,000**   $45,877    $61,169    $76,461    $91,753   $107,448
    $250,000**   $58,252    $77,669    $97,086   $116,503   $136,323*
    $300,000**   $70,627    $94,169   $117,711   $141,253*  $165,198*
    $350,000**   $83,002   $110,669   $138,336*  $166,003*  $194,073*
    $400,000**   $95,377   $127,169*  $158,961*  $190,753*  $222,948*
    $450,000**  $107,752   $143,669*  $179,586*  $215,503*  $251,823*
    $500,000**  $120,127*  $160,169*  $200,211*  $240,253*  $280,698*
    $550,000**  $132,502*  $176,669*  $220,836*  $265,003*  $309,573*
    $600,000**  $144,877*  $193,169*  $241,461*  $289,753*  $338,448*
    $650,000**  $157,252*  $209,669*  $262,086*  $314,503*  $367,323*
    $700,000**  $169,627*  $226,169*  $282,711*  $339,253*  $396,198*
    $750,000**  $182,002*  $242,669*  $303,336*  $364,003*  $425,073*
    $800,000**  $198,000*  $264,000*  $330,000*  $396,000*  $462,000*
    $850,000**  $210,375*  $280,500*  $350,625*  $420,750*  $490,875*
    $900,000**  $222,750*  $297,000*  $371,250*  $445,500*  $519,750*
  $1,000,000**  $247,500*  $330,000*  $412,500*  $495,000*  $577,500*
</TABLE>
    
 
---------------
 * The maximum benefit limitation established by IRC Section 415(b) is $120,000.
   Benefits exceeding this limitation would be paid through the Company's
   Restoration Plan which mirrors the Pension Plan in operation and
   participation. The Restoration (formerly the Excess Plan) has paid
   supplemental benefits only to executive officers, but was implemented to
   benefit all highly compensated employees whose pension benefit exceeds the
   IRC 415(b) limits.
 
** The covered compensation limit established by IRC Section 401(a)(17) is
   $160,000. Pension benefits that are reduced due to this limitation would also
   be paid through the Company's Restoration Plan. The Restoration Plan has paid
   supplemental benefits to executive officers and one other employee and was
   implemented to benefit all employees whose compensation exceeds the
   401(a)(17) limits.
 
   
     The remuneration covered by the Pension Plan is composed of all salaries
and bonuses through 1996.
    
 
   
     Messrs. Haddock, Jack, Smoak, Couch and Godfrey are vested under the
Pension Plan with service credits of 11.5, 11.8, 13.0, 20.9, and 15.3 years,
respectively.
    
 
                                       14
<PAGE>   16
 
     Fina Restoration Plan. Effective January 1, 1994, the Company adopted a
plan designed to supplement those persons' pension and 401(k) plan benefits
whose compensation exceeds the 401(a) limits. The plan was named the Fina
Restoration Plan and effectively restores pension and 401(k) plan benefits to
persons making $160,000 or more which otherwise would have been lost due to pay
cap tax limits imposed by the Omnibus Budget Reconciliation Act. This plan is
being implemented to benefit those whose compensation exceeds the 401(a)(17)
limits and the 415(b) limits.
 
     The participant's benefit under this plan as to 401(k) compensatory related
sums will be paid in a single, lump-sum distribution upon death, retirement or
termination of employment for any reason. The pension related benefit can be
paid as a lump sum under the same circumstances or can be annuitized over the
lifetime of the person. The pension related benefit is subject to all conditions
of the Fina Pension Plan.
 
     The amount of employer matching contributions and forfeitures that would
have been attributed to the participant will be identified to the participant.
Annual crediting will occur to a bookkeeping account as if shares of the
Company's Class A Common Stock had been purchased with the dollar amount,
although no actual shares of the Company's stock will be purchased or traded.
 
   
     In 1997, $344,419 was credited to officers' and employees' accounts
compared to $191,895 in 1996.
    
 
     Employee Thrift Plan. The FINA Capital Accumulation Plan ("FINA Plan"), a
401(k) plan, was renamed in 1991. The Board of Directors adopted the FINA Plan
as described below in April 1991. The FINA Plan has been substantially in the
same form since June 1988 and is described in the following text. In January
1993 the existing plan was amended to recognize service for purposes of
participant vesting based upon length of employment as opposed to length of
participation in the Plan.
 
     In June 1988, the Board of Directors approved an amendment to the FINA
Plan, then known as the Thrift and Employee Stock Ownership Plan of American
Petrofina, Incorporated, which provided that: (1) the plan, as amended, was
renamed the Thrift Plan of American Petrofina, Incorporated, (2) the
participants' interests in the PAYSOP provision was spun off to a separate new
plan named American Petrofina, Incorporated PAYSOP and Trust (the PAYSOP), and
(3) the PAYSOP was then terminated effective July 31, 1988, with the
participants' interests distributed in cash, stock, or transferred into the FINA
Plan. No amendments to the FINA Plan were made in 1989 or in 1990.
 
     Effective January 1, 1984, the former Thrift Plan for Employees of American
Petrofina, Incorporated and the former Employee Stock Ownership Plan of American
Petrofina, Incorporated were combined and renamed "The Thrift and Employee Stock
Ownership Plan of American Petrofina, Incorporated." A 401(k) feature was added
to the FINA Plan allowing employees to invest up to 10% of their basic income on
a tax-deferred basis and allowing employees to purchase PetroFina S.A. common
stock. A Registration Statement Form S-8, was filed to effect the FINA Plan
which was approved by the Board of Directors on December 15, 1983.
 
   
     The FINA Plan allows participants to contribute up to 5% of basic earnings
on an after-tax basis, up to 10% on a pre-tax basis, or a combination of pre-tax
and after-tax contributions not exceeding 10%. The Company will contribute an
equal amount up to the first 6% pre-tax of the participant's base income.
Company contributions are invested in the Company's Class A Common Stock and/or
PetroFina S.A. Common Stock at the election of the employee. The employee's
contribution is invested at his or her direction in either of these stocks or in
The Northern Trust Collective Short-Term Investment Fund, Wells Fargo U.S. Debt
Index, American Balanced Fund, Wells Fargo Equity Index Fund, the Brandywine
Fund or a global fund named New Perspective Fund.
    
 
                                       15
<PAGE>   17
 
     Stock Options. The employee Non-Qualified Stock Option Plan -- 1979 (the
"1979 Plan") was adopted by the Board of Directors of the Company on August 7,
1979, ratified by the Company's security holders on April 16, 1980, and expired
by its terms in August 1989. Under the 1979 Plan, in 1979, 1981, 1983, 1984 and
1988, 134,000 shares, 16,900 shares, 102,950 shares, 1,800 shares, and 42,550
shares, respectively, were granted to officers and employees of the Company and
its subsidiaries. Of the 1979 and 1981 grants, 43,548 shares and 4,800 shares,
respectively, were converted to Incentive Stock Options. The 1983 and 1984
grants were incentive stock option grants exclusively. The 1988 options granted
were entirely non-qualified in composition. In addition to the options in the
years noted above, an option was exclusively granted in 1986 to Ron W. Haddock
for 5,000 shares at $47.125 per share which was fully exercised in 1992. All
shares subject to the 1979 Plan are shares of the Company's Class A Common
Stock.
 
     The 1979 Plan was amended in April 1984 at the Annual Meeting of Security
Holders to (i) allow stock to be traded for its cash equivalent for option
stock, (ii) allow the Board of Directors to issue Incentive Stock Options, and
(iii) impose a two-year holding period on stock issued pursuant to an Incentive
Stock Option.
 
   
     No grants were made in 1997 as the 1979 Plan has expired, and no grant
table is presented.
    
 
     The aggregated option exercises and year-end values of options held by the
CEO and the other four most highly compensated executives follows in tabulation
form:
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES
 
   
<TABLE>
<CAPTION>
                                                             NUMBER OF
                                                        UNEXERCISED OPTIONS
                                                         AT FISCAL YEAR-END
                                 SHARES                         (#)               VALUE OF UNEXERCISED
                                ACQUIRED                --------------------      IN-THE-MONEY OPTIONS
                                   ON        VALUE                               AT FISCAL YEAR-END ($)
                                EXERCISE    REALIZED        EXERCISABLE/        -------------------------
                                  (#)         ($)          UNEXERCISABLE        EXERCISABLE/UNEXERCISABLE
           NAME(A)                (B)         (C)               (D)                      (E)(1)
           -------              --------    --------    --------------------    -------------------------
<S>                             <C>         <C>         <C>         <C>         <C>
Ron W. Haddock................     --            --     4,000       4,000/0             $100,000
Neil A. Smoak.................     --            --     2,000       2,000/0               50,000
H. Patrick Jack...............     --            --     1,200       1,200/0               30,000
Michael J. Couch..............     --            --     1,200       1,200/0               30,000
Cullen M. Godfrey.............     --            --     1,000       1,000/0               25,000
</TABLE>
    
 
---------------
 
(1) The options were granted at $70.50 per share (and later adjusted to $35.25
    per share for a 2-for-1 stock split).
 
   
     Phantom Share Plan. In 1979 the Board of Directors of the Company adopted a
Phantom Share Plan under which senior management of the Company and designated
subsidiaries ("Participants") may be credited with phantom shares ("Rights") at
the discretion of a committee of the Board of Directors of the Company. During
1997 there were three Participants. Upon retirement or termination of
employment, or in other specified circumstances, a Participant will be entitled
to receive for each phantom share credited to his account the excess, if any, of
(a) the 20 day average market price per share of the Company's Class A Common
Stock, plus dividends and other distributions paid on each share of such Class
since such phantom share was credited to his account over (b) the price assigned
to such phantom share by the Committee under the Phantom Share Plan at the time
it was credited to his account. Such amount will generally be paid in cash over
a five-year period. No grant or amendment has been made to the Phantom Share
Plan since 1980.
    
 
                                       16
<PAGE>   18
 
   
     The increase in net value during 1997 of the unvested Rights for all
Participants as a group was $40,810 (excluding basis). The formula used to
calculate the annual increase or decrease in value is based on the change in
annual market value per share, plus dividends per share, multiplied by the
number of phantom share rights which remain unvested. No amounts were paid or
distributed during the last fiscal year to the five persons named in the Summary
Compensation Table.
    
 
                              SCHEDULE OF PAYMENTS
 
                               PHANTOM SHARE PLAN
   
(BASED ON RETIRED PARTICIPANTS ENTITLED TO RECEIVE CASH AS OF DECEMBER 31, 1997)
    
 
   
<TABLE>
<S>                                                  <C>
1997...............................................  $ 7,966
1998...............................................    7,966
1999...............................................      -0-
2000...............................................      -0-
2001...............................................      -0-
</TABLE>
    
 
RELATIONSHIP WITH INDEPENDENT AUDITORS
 
     KPMG Peat Marwick LLP is the principal accountant selected by the Company.
Representatives of such firm are expected to be present at the Annual Meeting of
Security Holders, with the opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions.
 
TRANSACTIONS WITH SECURITY HOLDERS
 
   
     The Company has a 50% interest in joint ventures with Petrofina Delaware,
Incorporated in Texas and with PetroFina, S.A. in Hong Kong which market
chemicals in international trade. The Company sold chemicals aggregating
$3,030,000 in 1997, $8,728,000 in 1996 and $3,652,000 in 1995 to the joint
ventures.
    
 
   
     Accounts receivable include $5,344,000 and $6,418,000 at December 31, 1997
and 1996, respectively, from affiliates.
    
 
   
     Accounts payable include $6,923,000 and $34,127,000 at December 31, 1997
and 1996, respectively, to affiliates.
    
 
   
     Interest expense relating to borrowings from Petrofina Delaware,
Incorporated was $3,000 in 1997, $5,125,000 in 1996 and $12,938,000 in 1995.
Crude oil and natural gas aggregating $11,508,000 in 1997, $13,245,000 in 1996
and $8,953,000 in 1995 were purchased from Petrofina Delaware, Incorporated in
the ordinary course of business.
    
 
   
     Refined products and chemicals aggregating $19,625,000 in 1997, $57,913,000
in 1996 and $53,542,000 in 1995 were purchased from PetroFina S.A. and its
affiliates other than Petrofina Delaware, Incorporated in the ordinary course of
business.
    
 
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<PAGE>   19
 
                  SUBMISSION OF PROPOSALS BY SECURITY HOLDERS
 
   
     Proposals submitted by security holders of the Company should be mailed to
the Secretary of FINA, Inc., P.O. Box 2159, Dallas, Texas 75221. In order for
any security holder proposal to be included in the Company's proxy statement and
form of proxy for the 1999 Annual Meeting of Security Holders, if such were to
be held, it must be received by the Company on or before November 13, 1998. The
security holder must at the time the proposal is submitted be a record or
beneficial owner of at least 1% or $1,000 in market value of securities and have
held such securities for at least one year and continue to hold the securities
through the date of the meeting.
    
 
                                    GENERAL
 
     The management does not know of any matters to be presented to the meeting
other than those stated in the Notice of Meeting. If other matters do properly
come before the meeting, the Proxy Committees will vote said proxy in accordance
with their judgment in such matters.
 
     The solicitation of the accompanying form of proxy is made by the Company
and the expenses in connection with the solicitation will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company may
solicit proxies by telephone, telegraph, and personal interviews. Brokerage
houses, custodians, nominees and fiduciaries may also be requested to forward
the soliciting material to the beneficial owners of stock held of record by such
persons and will be reimbursed for expenses incurred.
 
   
     THE COMPANY WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON
SOLICITED A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
1997.
    
 
                                                         FINA, INC.
 
                                                     CULLEN M. GODFREY
                                                         Secretary
 
   
Dated: March 9, 1998
    
 
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