REG-TotalEnergies SE TotalEnergies SE: Convening of the Annual Shareholders’ Meeting on May 24, 2024

TotalEnergies SEAnnouncement

14/03/2024 07:00

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TotalEnergies SE: Convening of the Annual Shareholders’ Meeting on May 24,
2024

 

The Board of Directors of TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE)
met on March 13, 2024 under the chairmanship of Mr. Patrick Pouyanné,
Chairman and Chief Executive Officer. It has decided to convene the Ordinary
and Extraordinary Shareholders’ Meeting of the Company on Friday, May 24,
2024. 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

The directorships of Mr. Patrick Pouyanné, Mr. Jacques Aschenbroich, Mr.
Glenn Hubbard as well as of Mrs. Anne-Marie Idrac expire at the end of the
Annual Shareholders' Meeting on May 24, 2024.

It is reminded that at its meeting of September 21, 2023, the Board
unanimously decided that the renewal of the mandate of Mr. Patrick Pouyanné
will be proposed to the Shareholders’ Meeting on May 24, 2024. In the frame
of the balanced governance implemented since 2015, it has also unanimously
decided to propose the renewal of the mandate of Mr. Jacques Aschenbroich, who
has held the position of Lead Independent Director since May 26, 2023.

While reaffirming its support to the quality and the relevance of the strategy
implemented since 2020, the Board of Directors considers as appropriate to
ensure the continuity of the Company’s governance and leadership. Since 10
years, Patrick Pouyanné has done an extraordinary job leading TotalEnergies
in a complex environment, delivering outstanding financial results and
engaging the Company in the energy transition more quickly and consistently
than its peers. The Board of Directors unanimously looks forward to his
continued leadership and his strategic vision to continue TotalEnergies’
transition, with determination and consistency, relying on two pillars: Oil
& gas on the one hand, Electricity and Renewables on the other hand. This
vision, which creates value in the medium and long term, and this strategic
stability are an asset and a differentiating factor for TotalEnergies compared
with its peers.

Furthermore, on the proposal of the Governance and Ethics Committee, the Board
of Directors decided to submit to the Shareholders’ Meeting on May 24, 2024
the renewal for a period of three years of the directorships of Mr. Glenn
Hubbard.

In light of her seniority on the Board of Directors, Mrs. Anne-Marie Idrac
will no longer be considered an independent director under the AFEP-MEDEF Code
in May 2024 and therefore the renewal of her mandate will not be proposed. The
Board of Directors thanks Mrs. Anne-Marie Idrac for her invaluable
contribution, in particular within the Governance and Ethics Committee, the
Compensation Committee and the Strategy & CSR Committee, from which it
will continue to benefit until the end of her mandate.

The Board of Directors has decided to propose to the Shareholders’ Meeting
the appointment of Mrs. Marie-Ange Debon as a director for a three-year term.

Mrs. Marie-Ange Debon, a French national, is graduated from the French École
des hautes études commerciales (HEC) and from the French École nationale de
l’administration (ENA) and holds a master’s degree in law. Chairwoman of
the Keolis Group Executive Board, she acquired an extensive experience in
administration and then in large international groups in the environmental and
transport sectors and she will be able in particular to make the Board benefit
from her skills in financial, regulatory and governance matters for large
companies. Mrs. Marie-Ange Debon indicated that she will not seek the renewal
of her mandate as a director in Technip Energies which will expire in May
2024.

At the end of the Shareholder’s Meeting on May 24, 2024, if the proposed
resolutions are approved, the Board of Directors will be composed of 14
members representing 7 nationalities. 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.

Opinion on the Sustainability & Climate – 2024 Progress Report

In the context of the resolution approved by shareholders in May 2023
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 – 2024 Progress Report, which will be presented on March 21, 2024
and submitted to an advisory vote at the Shareholders’ Meeting on May 24,
2024. This report sets out the implementation of the strategy and the progress
made in 2023 with regard to the 2030 objectives. In particular, it reports on
the results achieved in terms of reducing the Company's emissions and its
contribution to a just, orderly and equitable energy transition for all of its
stakeholders.

Other resolutions

The Board of Directors will also submit to the Shareholder’s Meeting for
approval resolutions on the compensation of corporate officers, the
appointment of the auditors as sustainability auditors as well as financial
resolutions.

***

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, more sustainable, more reliable and accessible to as
many people as possible. Active in nearly 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.

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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 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).

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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