REG-TotalEnergies SE The Board of Directors of TotalEnergies is Promoting Dialogue With Its Shareholders by Inviting Those That Proposed a Draft Resolution to Express Their Views at the Annual Shareholders’ Meeting of 25 May 2022

TotalEnergies SEAnnouncement

28/04/2022 07:00

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The Board of Directors of TotalEnergies is Promoting Dialogue With Its
Shareholders by Inviting Those That Proposed a Draft Resolution to Express
Their Views at the Annual Shareholders’ Meeting of 25 May 2022

 

TotalEnergies’ (Paris:TTE) (LSE:TTE) (NYSE:TTE) Board of Directors decided
not to include the draft shareholder resolution in the agenda of the next
Annual Shareholders’ Meeting as it contravenes French legal rules setting
the prerogatives of the Company's governance bodies, but supports the dialogue
with its shareholders by inviting those supporting the proposed resolution to
express their views either through a written question or a verbal question
which will be addressed as a matter of priority.

The Board observed that the draft resolution proposed by MN and a group of 10
shareholders was not admissible notably because it encroaches on the public
policy competence of the Board of Directors to define the Company’s
strategy. The Board can therefore not accept it. Under cover of extending the
transparency of the information to be provided in the management report, the
proposed resolution would in fact amount to an obligation to frame the
strategy "to align its activities with the objectives of the Paris Agreement"
and to (i) set reduction targets in absolute terms (...) of direct or indirect
greenhouse gas emissions (...) and (ii) the means implemented by the Company
to achieve these targets" while the definition of strategy is the prerogative
of the Board of Directors. The Board emphasises that it fully exercises its
powers with regard to the definition of the Company's orientations in the
field of energy transition and that these orientations are the subject of an
extensive shareholder dialogue.

It is therefore proposed that shareholders, through an advisory vote at the
next Shareholders Meeting, to express their opinion on the Sustainability
& Climate - Progress Report 2022, in which TotalEnergies reports on the
implementation of the strategy and the progress made in 2021 with regard to
the climate objectives for 2030 and also completes the Company's ambition in
this area.

Furthermore, in preparation for the Annual Shareholders Meeting and following
constructive discussions with a number of shareholders, the Company has made
new commitments as part of its principle of transparency. Thus, to enable
investors to assess the Company's energy transition strategy, the
Sustainability & Climate report which will be published each year will
present the Company's strategy in terms of energy transition and its
implementation, and will contain in particular:

i. The absolute and relative reduction targets for greenhouse gas (GHG)
emissions on Scope 1, 2, 3 in the short (2025) and medium (2030) term,
covering all activities.

ii. The evolution of the energy mix and targeted production volumes for these
time frames.

iii. Short- and medium-term investment plans broken down by sector and by
orientation between maintenance and growth of the Company's assets.

iv. The potential contribution of captured GHG emissions to achieving the
Company's GHG emission reduction targets.

v. The works carried out by the Company with third parties to assess the
relevance of these targets with regard to the implementation of the Paris
Agreement.

In order to promote dialogue with shareholders at the next Shareholders’
Meeting, and in line with its decision not to include this proposed resolution
on the agenda for legal reasons, the Board invites those shareholders
supporting the proposed resolution to express their views either through a
written question or a verbal question which will be addressed as a matter of
priority at the AGM.

About TotalEnergies

TotalEnergies is a global multi-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 energy that is
ever more affordable, cleaner, more reliable and accessible to as many people
as possible. Active in more than 130 countries, TotalEnergies puts sustainable
development in all its dimensions at the heart of its projects and operations
to contribute to the well-being of people.

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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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.
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 Universal 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).



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