TotalEnergies on Capital Increase Reserved for Employees in 2024

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(TotalEnergies, 16.Feb.2024) — In accordance with its policy in favor of employee shareholding, TotalEnergies SE is implementing its annual capital increase reserved for employees and former employees of the company. Through this operation, TotalEnergies intends to continue involving its employees in the company’s growth. Employee shareholders, within the meaning of Article L. 225-102 of the French Commercial Code and article 11 par. 6 of the Articles of Association of TotalEnergies SE, held 7.4% of TotalEnergies’s share capital as of 31 Dec. 2023.

The sixteenth resolution of the shareholders’ meeting held on 26 May 2023 granted the Board of Directors the authority to decide, within a maximum period of 26 months, to carry out one or more capital increases of ordinary shares without preferential subscription rights, not to exceed 1.5% of the share capital at the date of the board meeting deciding on the operation and reserved to members of a savings plan pursuant to the provisions of Articles L. 225-129 et seq., L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code.

The board, pursuant to the above-mentioned authorization, decided during its meeting on 21 Sep. 2023, to carry out, in 2024, a new share capital increase reserved for employees and former employees of the company pursuant to the following conditions:

  • Maximum number of shares to be offered and total amount of the offer: 18mn shares with a nominal value of €2.50 each, representing a total nominal amount of €45mn, which is the equivalent of 0.72% of the share capital as of the date of the board’s decision.
  • Description of the newly issued shares: same category as existing TotalEnergies shares with immediate dividend rights. The rights attached to the newly issued shares are the same as the rights attached to the existing shares of the corporation, and are described in the Articles of Association of TotalEnergies.
  • Listing of the newly issued shares on Euronext: on the same line as existing TotalEnergies shares (ISIN code FR0000120271), from their issuance. American Depositary Receipts admitted to trading on the New York Stock Exchange may be issued in exchange for the new shares.
  • Share subscription price: equal to price corresponding to the average of the closing prices of the TotalEnergies shares on Euronext over the 20 trading sessions preceding the date of the decision setting the opening date for the subscription period, reduced by a 30% discount, and rounded off to the highest tenth of a euro. The subscription price will be definitively fixed before the beginning of the subscription period.
  • Indicative timeline (subject to the chairman and CEO’s decision):
    • Determination of the subscription price: 25 Apr. 2024;
    • Subscription period: from 29 Apr. 2024 to 14 May 2024 (included).


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