REG-TotalEnergies SE TotalEnergies SE: Convening of the Annual Shareholders’ Meeting of May 26, 2023

TotalEnergies SEAnnouncement

16/03/2023 12:45

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TotalEnergies SE: Convening of the Annual Shareholders’ Meeting of May 26,
2023

 

The Board of Directors of TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE),
met on March 15, 2023 under the chairmanship of Patrick Pouyanné, Chairman
and Chief Executive Officer. It has decided to convene the Ordinary and
Extraordinary Shareholders’ Meeting of the Company on Friday, May 26, 2023.
The Notice of Meeting will be published soon in France's BALO (Bulletin des
Annonces Légales et Obligatoires) and will be available on the Company's
website. The Board of Directors also approved the documents that will be
submitted to shareholders at the Annual Meeting, including the Management
Report.

Company Governance

On the proposal of the Governance and Ethics Committee, the Board of Directors
decided to propose to the Shareholders’ Meeting the renewal for a period of
three years of the directorships of Mrs. Marie-Christine Coisne-Roquette and
M. Mark Cutifani whose terms of office will expire at the end of the
Shareholders’ Meeting.

In light of her seniority on the Board of Directors, Marie-Christine
Coisne-Roquette will no longer be considered an Independent Director under the
AFEP-MEDEF Code. Consequently, she will no longer be able to serve as Lead
Independent Director. The Board of Directors has appointed M. Jacques
Aschenbroich to succeed her as Lead Independent Director with effect from the
end of the Shareholders’ Meeting.

The Board of Directors has decided to propose to the Shareholders’ Meeting
the appointment of two new Independent Directors – M. Dierk Paskert and Mrs.
Anelise Lara – to serve for a three-year term.

In order to support the Company's transformation, the Board wished to welcome
an additional Director with experience in electricity and renewables, and
proposes the appointment as director of M. Dierk Paskert, a German national
who until end-2022 was CEO of Encavis AG, a listed company involved in
producing renewable electricity. M. Paskert has also held several positions at
E.ON, a major German utility. M. Paskert has extensive experience in
electricity and renewables that will be useful to support the Board of
Directors as regards the Company's transformation.

Mrs. Anelise Lara, a Brazilian national, has extensive experience in Oil &
Gas and in Gas & Power that will be a useful addition to the Board's
existing range of expertise. In addition, her knowledge of Brazil is also
valuable given the amount of capital committed by the Company in this country
both in terms of hydrocarbons and renewable energies. She is also committed to
diversity by helping young women to progress in their careers.

The Board of Directors also decided not to propose the renewal of the terms of
office of Mrs. Patricia Barbizet and M. Jérôme Contamine. The Board of
Directors thanks Mrs. Patricia Barbizet, former Lead Independent Director, for
her exceptional contribution to the work of the Board and its Committees over
the past 15 years. The Board also thanks M. Jérôme Contamine and
acknowledges his contribution, particularly to the Audit Committee, of
high-level financial expertise and experience in the Oil & Gas industry.

At the end of the Shareholder’s Meeting of May 26, 2023, if the proposed
resolutions are approved, the Board of Directors will be composed of 14
members representing seven nationalities (versus five previously). The
proportion of Independent Directors as defined by the AFEP-MEDEF code will
stand at 82%, in line with best standards. The proportion of women and men
will be 45% and 55% respectively.

The Board of Directors will also submit to the Shareholder’s Meeting for
approval resolutions on the compensation of corporate officers, in particular
that of its Chairman and Chief Executive Officer, whose compensation and
performance share award for 2023 are proposed to be 10% higher than for 2022,
equivalent to the average increase received by managers in the common social
framework (“Socle social commun”) in France, resolutions on employee share
ownership plans and performance share plans, a resolution proposing to
suppress double voting rights as well as resolutions required for the
exceptional distribution in kind of the subsidiary TotalEnergies EP Canada
shares.

Energy transition of the Company toward carbon neutrality

In the context of the resolution approved by shareholders in May 2022
concerning TotalEnergies' ambition for sustainable development and an energy
transition towards carbon neutrality, the Board of Directors committed to
report to shareholders on the progress made in implementing this ambition. To
this end, the Board of Directors approved the Company's Sustainability &
Climate - Progress Report 2023, which will be presented on March 21, 2023 and
submitted to an advisory vote at the Shareholders’ Meeting on May 26, 2023.
This report set out the implementation of the strategy and the progress made
in 2022 with regard to the 2030 objectives. It expands the Company's
sustainability and climate ambition, notably by specifying - as the Company
had committed to do - 2025 and 2030 targets for the main Climate indicators
and by making some of them more ambitious.

In addition, to support the achievement of these objectives, the Board of
Directors has proposed that the objective of reducing methane emissions from
operated facilities, be included among the criteria for awarding performance
shares to the Chairman and Chief Executive Officer and to all of the Company's
executives. Since COP26 in Glasgow, methane emissions have been a priority for
action by the signatory countries of the Paris Agreement, and the Company,
whose energy growth strategy is based in particular on liquefied natural gas,
has proposed an ambitious plan to reduce its operated methane emissions by 50%
by 2025 compared with 2020 and by 80% by 2030, with a view to aiming for zero
methane emissions.

***

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

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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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