REG-TotalEnergies SE The Board of Directors of TotalEnergies Reaffirms the Relevance of Unified Governance in Order to Pursue the Transition Strategy of the Company

TotalEnergies SEAnnouncement

26/04/2024 09:30

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The Board of Directors of TotalEnergies Reaffirms the Relevance of Unified
Governance in Order to Pursue the Transition Strategy of the Company

 

TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE):

At its meeting of April 25, 2024, the Board of Directors examined the draft
resolution submitted by a group of shareholders representing less than 0.9% of
the share capital and aiming to submit to the Annual General Meeting an
advisory vote asking the Board of Directors to adopt a separation of the
Chairmanship of the Board of Directors and the General Management of the
Corporation.

TotalEnergies Board of Directors reaffirms its strong commitment to
shareholder dialogue and recalls that in 2023 it had invited shareholders who
wish to open a debate with the Board of Directors to submit an item on the
agenda of the Annual General Meeting of Shareholders, as provided for in the
French Commercial Code: " The provisions of the French commercial code
relating to the filing of a resolution by shareholders do not expressly
provide for the possibility of filing an advisory resolution. On the other
hand, the law expressly provides for them the possibility of submitting items
(without voting) to provoke a debate in the general meeting. This would be a
better way to engage in dialogue with shareholders in the future"(1). The
Board of Directors therefore invites shareholders to consider this route for
future Annual General Meetings, as it will not support the advisory
resolutions route in any matter.

TotalEnergies’ Board of Directors recalls that with a view to renewing the
mandate of director of the Chairman and Chief Executive Officer, it carried
out a review of the choice of the most suitable mode of governance for the
Company and reported to its shareholders in a very detailed manner(2). The
Governance and Ethics Committee's reflections on the best interest of the
Company - and after individual consultation of each Director by the Lead
Independent Director – have led the Board of Directors to decide unanimously
and with conviction at its meeting on September 21, 2023, to continue to
combine positions of Chairman and Chief Executive Officer.

The unity of the Company's management and representation power is part of its
particularly well-balanced corporate governance framework, with a Lead
Independent Director who is a preferred contact for shareholders and who has
extensive powers, whom the Board of Directors has found to be fully fulfilling
his role.

TotalEnergies’ Board of Directors has thus fully executed the mission for
which the French law attributes to it the responsibility: the French
Commercial Code provides that it is the responsibility of the Board of
Directors to choose between the unified or separate mode of the functions of
Chairman and Chief Executive Officer and that the shareholders are informed of
this choice. Shareholders’ right to information is supplemented by a
requirement provided for by the Afep-Medef Code of motivation for the
Board’s decision.

The Board of Directors, chaired by the Lead Independent Director and on the
proposal of the Governance and Ethics Committee, has therefore unanimously
decided not to include the aforementioned draft resolution on the agenda of
the forthcoming Annual General Meeting.

With regard to the debate on corporate governance initiated by the
above-mentioned group of shareholders, the Lead Independent Director will, at
the request of the Board of Directors, report on the performance of his
mission, in particular on the Board’s motivation in respect of the
governance structure of the Company, during the Annual General Meeting of May
24, 2024.

The full position
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Ftotalenergies.com%2Finvestors%2Fshareholders-meetings&esheet=53957642&newsitemid=20240426543272&lan=en-US&anchor=full+position&index=1&md5=c428cbf88e853cec043c5f98b59387de)
of the Board of Directors is available on the Corporation website.

Furthermore, the Board of Directors examined the proposed resolution aiming to
reduce the authorization requested by the Board of Directors at the
Shareholders’ Meeting for the purpose of carrying out share buybacks in the
Corporation and noted that it was carried by certain shareholders representing
only 0.11 % of the share capital. The Board of Directors noted that this
proposed resolution is not admissible as it fails to meet the minimum holding
threshold required by the French Commercial Code.

Documents prepared by the Corporation in view of this Shareholders’ Meeting
can be consulted on the Corporation’s website. The convening to the Combined
Shareholders’ Meeting which will be held on Friday 24 May 2024, at 2:00
p.m., at Tour Coupole, 2 place Jean Millier, La Défense 6, 92 400 Courbevoie
will be published in the “Bulletin des Annonces Légales Obligatoires”
(BALO) on 3 May 2024.

***

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets
energies: oil and biofuels, natural gas and green gases, renewables and
electricity. Our more than 100,000 employees are committed to provide 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.

TotalEnergies Contacts

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

@TotalEnergies
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Cautionary Note

The terms “TotalEnergies”, “TotalEnergies company” or “Company” in
this document are used to designate TotalEnergies SE and the consolidated
entities that are directly or indirectly controlled by TotalEnergies SE.
Likewise, the words “we”, “us” and “our” may also be used to refer
to these entities or to their employees. The entities in which TotalEnergies
SE directly or indirectly owns a shareholding are separate legal entities.
TotalEnergies SE has no liability for the acts or omissions of these entities.
This document may contain forward-looking information and statements that are
based on a number of economic data and assumptions made in a given economic,
competitive and regulatory environment. They may prove to be inaccurate in the
future and are subject to a number of risk factors. Neither TotalEnergies SE
nor any of its subsidiaries assumes any obligation to update publicly any
forward-looking information or statement, objectives or trends contained in
this document whether as a result of new information, future events or
otherwise. Information concerning risk factors, that may affect
TotalEnergies’ financial results or activities is provided in the most
recent Registration Document, the French-language version of which is filed by
TotalEnergies SE with the French securities regulator Autorité des Marchés
Financiers (AMF), and in the Form 20-F filed with the United States Securities
and Exchange Commission (SEC).

(1) Board of Directors’ report to the 2023 shareholders meeting on
resolution A
https://totalenergies.com/sites/g/files/nytnzq121/files/documents/2023-05/AG_2023_Brochure_avis_convocation_gb.pdf
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Ftotalenergies.com%2Fsites%2Fg%2Ffiles%2Fnytnzq121%2Ffiles%2Fdocuments%2F2023-05%2FAG_2023_Brochure_avis_convocation_gb.pdf&esheet=53957642&newsitemid=20240426543272&lan=en-US&anchor=https%3A%2F%2Ftotalenergies.com%2Fsites%2Fg%2Ffiles%2Fnytnzq121%2Ffiles%2Fdocuments%2F2023-05%2FAG_2023_Brochure_avis_convocation_gb.pdf&index=7&md5=c3fd4e4422e8e624a472f994caebba66)
p.30

(2)
https://totalenergies.com/system/files/documents/2024-03/totalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Ftotalenergies.com%2Fsystem%2Ffiles%2Fdocuments%2F2024-03%2Ftotalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf&esheet=53957642&newsitemid=20240426543272&lan=en-US&anchor=https%3A%2F%2Ftotalenergies.com%2Fsystem%2Ffiles%2Fdocuments%2F2024-03%2Ftotalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf&index=8&md5=3d315cf11b2645d8d95b4c158eb233af)
pages 191 and 192



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