REG-TotalEnergies SE The Board of Directors of TotalEnergies Confirms the Relevance and Progress of the Company’s Strategy, as the Differentiated and Profitably Growing Energy Major

TotalEnergies SEAnnouncement

24/09/2025 18:01

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The Board of Directors of TotalEnergies Confirms the Relevance and Progress of
the Company’s Strategy, as the Differentiated and Profitably Growing Energy
Major

- The Board of Directors confirms the priority given to dividend growth
through cycles and decides to adjust the pace of share buybacks to energy
environment in order to face economic and geopolitical uncertainties and to
retain room to maneuver.

- The Board of Directors approves the 2026 capital increase reserved for
employees that will bring employee shareholding to more than 9% of the
Company's share capital.

- The Board of Directors also approves the technical project to convert ADRs
(American Depositary Receipts) listed on the New York Stock Exchange since
1991 into ordinary shares.

 

During its annual strategic seminar held on September 23 & 24, 2025 and
its meeting on September 24, 2025, the Board of Directors of TotalEnergies
(Paris:TTE) (LSE:TTE) (NYSE:TTE) reviewed the Company's 2030 strategic outlook
that will be presented to investors on September 29.

The Board of Directors confirmed the relevance of the Company’s profitable
growth transition strategy that is anchored on two pillars: oil and gas,
mainly LNG, and Integrated Power. The Board of Directors is pleased by the
progress of multiple projects that will contribute to the Company’s overall
energy production (oil, gas, electricity) growth objective of 4% per year
through 2030, while reducing emissions from its operations. In this context,
the Board of Directors is pleased with the award of the offshore wind project
"Centre Manche 2" to TotalEnergies, as the operator, materializing the
Company's transition strategy in France.

Thanks to a clear and disciplined investment framework, the update of which
will be presented on September 29, alongside strong cash flow growth during
2025-2030, the Board of Directors confirmed its commitment to deliver an
attractive shareholder return policy while preserving balance sheet strength.

The Board of Directors therefore confirmed the shareholder return policy of at
least 40% of annual cash flow from operations through cycles and reaffirmed
the dividend as a priority in a low cycle environment. TotalEnergies’
dividend has grown more than 20% over the last three years and it has not been
cut in 40 years.

The Board of Directors also confirmed the priority given to preserving a
strong balance sheet and retaining maneuverability by maintaining a gearing
ratio below 20% in an uncertain economic and geopolitical environment.
Therefore, the Board of Directors has decided to adjust the pace of share
buybacks to hydrocarbon prices, refining and petrochemical margins and the
$/€ exchange rate. Considering the current environment, the Board of
Directors has authorized $1.5 billion of share buybacks in the fourth quarter
2025, resulting in $7.5 billion of share buybacks for the full year 2025. In
addition, the Board of Directors has approved for 2026 share buyback guidance
of between $0.75 billion and $1.5 billion per quarter for a Brent price
between $60 and $70/b and an exchange rate around 1.20 $/€.

The Board of Directors also approved the terms for the 2026 capital increase
reserved for employees. It was delighted by the strong participation of
employees, with employee shareholding reaching 8.9% of Company’s share
capital in 2025 - an increase of more than 50% over the past ten years -
making it #1 in employee shareholding in Europe in terms of capitalization
held.

Finally, the Board of Directors also approved the technical project to convert
the ADRs (American Depositary Receipts) that have been listed on the New York
Stock Exchange since 1991 into ordinary shares. This operation will have no
impact on holders of ordinary shares listed on Euronext Paris, which will
remain the introduction’s market for TotalEnergies shares.

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets
energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen,
renewables and electricity. Our more than 100,000 employees are committed to
providing as many people as possible with energy that is more reliable, more
affordable and more sustainable. Active in about 120 countries, TotalEnergies
places sustainability at the heart of its strategy, its projects and its
operations.

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Cautionary Note

The terms “TotalEnergies,” “TotalEnergies company,” and “Company”
in this document are used to designate TotalEnergies SE and the consolidated
entities directly or indirectly controlled by TotalEnergies SE. Likewise, the
words “we,” “us,” and “our” may also be used to refer to these
entities or their employees. The entities in which TotalEnergies SE directly
or indirectly owns a shareholding are separate and independent legal entities.
This document may contain forward-looking statements (including
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995), notably with respect to (i) the financial
condition, results of operations, business activities and strategy of
TotalEnergies, (ii) the contemplated conversion of the American Depositary
Receipts (ADR), including the termination of the ADR program in connection
therewith and (iii) the contemplated listing of TotalEnergies’ ordinary
shares on the New York Stock Exchange. This document may also contain
statements regarding the perspectives, objectives, areas of improvement and
goals of TotalEnergies. An ambition expresses an outcome desired by
TotalEnergies, it being specified that the means to be deployed do not depend
solely on TotalEnergies. These forward-looking statements may generally be
identified by the use of the future or conditional tense or forward-looking
words such as “will”, “should”, “could”, “would”, “may”,
“likely”, “might”, “envisions”, “intends”, “anticipates”,
“believes”, “considers”, “plans”, “expects”, “thinks”,
“targets”, “aims” or similar terminology. Such forward-looking
statements included in this document are based on economic data, estimates and
assumptions prepared in a given economic, competitive and regulatory
environment and considered to be reasonable by TotalEnergies as of the date of
this document. These statements may prove to be inaccurate in the future, and
may evolve or be modified with a significant difference between the actual
results and those initially estimated, due to the uncertainties notably
related to the economic, financial, competitive and regulatory environment, or
due to the occurrence of risk factors, such as, notably, the price
fluctuations in crude oil and natural gas, the evolution of the demand and
price of petroleum products, the changes in production results and reserves
estimates, the ability to achieve cost reductions and operating efficiencies
without unduly disrupting business operations, changes in laws and regulations
including those related to the environment and climate, currency fluctuations,
technological innovations, meteorological conditions and events, as well as
socio-demographic, economic and political developments, changes in market
conditions, loss of market share and changes in consumer preferences, or
pandemics such as the COVID-19 pandemic. Additionally, certain financial
information is based on estimates particularly in the assessment of the
recoverable value of assets and potential impairments of assets relating
thereto. The initial and continued listing of ordinary shares on the New York
Stock Exchange, as well as the structure contemplated to support such listing,
remain at the discretion of TotalEnergies’ management, subject to compliance
with applicable law and the rules in force on the New York Stock Exchange, and
the implementation and maintenance of the contemplated structure to support
such listing. TotalEnergies SE and its subsidiaries have no obligation, make
no commitment and expressly disclaim any responsibility to investors or any
stakeholder to update or revise, particularly as a result of new information
or future events, any forward-looking information or statement, objectives or
trends contained in this document. In addition, the Company has not verified,
and is under no obligation to verify any third-party data contained in this
document or used in the estimates and assumptions or, more generally,
forward-looking statements published in this document. This press release does
not constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction. The information on risk factors that could
have a significant adverse effect on the financial results or activities of
TotalEnergies is provided in the most recent version of the Universal
Registration Document filed by TotalEnergies SE with the French Autorité des
Marchés Financiers and the annual report on Form 20-F filed with the United
States Securities and Exchange Commission (SEC).

Cautionary Note to U.S. Investors – U.S. investors are urged to consider
closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888,
available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault -
92078 Paris-La Défense Cedex, France, or at the Company website
totalenergies.com. You can also obtain this form from the SEC by calling
1-800-SEC-0330 or on the SEC’s website sec.gov.

TotalEnergies Contacts 

Media Relations: +33 (0)1 47 44 46 99 l presse@totalenergies.com
(mailto:presse@totalenergies.com) l @TotalEnergiesPR 
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Investor Relations: +33 (0)1 47 44 46 46 l ir@totalenergies.com
(mailto:ir@totalenergies.com)



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