Totalenergies SE

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SECURITIES AND EXCHANGE COMMISSION

FORM 6-K Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

Filing Date: 2021-05-28 | Period of Report: 2021-05-28 SEC Accession No. 0001104659-21-073973

(HTML Version on secdatabase.com)

FILER TotalEnergies SE Mailing Address Business Address 2 PLACE JEAN MILLIER 2 PLACE JEAN MILLIER CIK:879764| IRS No.: 000000000 | State of Incorp.:I0 | Fiscal Year End: 1231 ARCHE NORD COUPOLE/ LA DEFENSE 6 Type: 6-K | Act: 34 | File No.: 001-10888 | Film No.: 21979201 REGNAULT COURBEVOIE I0 92400 SIC: 1311 Crude petroleum & natural gas PARIS LA DEFENSE CEDEX 33147444546 I0 92078

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

May 28, 2021 Commission File Number 001-10888

TotalEnergies SE (Translation of registrant’s name into English)

2, place Jean Millier La Défense 6 92400 Courbevoie France (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-255641, 333-255641-01, 333-255641-02 AND 333-255641-03) OF TOTALENERGIES SE, TOTAL CAPITAL INTERNATIONAL, TOTAL CAPITAL CANADA LTD. AND TOTAL CAPITAL AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-255455) OF TOTALENERGIES SE, AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit No. Description

Exhibit 3.1 Articles of association (Statuts) of TotalEnergies SE dated as of May 28, 2021

Exhibit 99.1 Recent Developments

TotalEnergies SE is providing on this Form 6-K (i) the articles of association (statuts) of TotalEnergies SE dated as of May 28, 2021 and (ii) a description of certain recent developments relating to its business, including the change of its corporate name.

EXHIBIT INDEX

Exhibit No. Description

Exhibit 3.1 Articles of association (Statuts) of TotalEnergies SE dated as of May 28, 2021

Exhibit 99.1 Recent Developments

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TotalEnergies SE

Date: May 28, 2021 By: /s/ ANTOINE LARENAUDIE Name: Antoine LARENAUDIE Title: Group Treasurer

This translation is a non-binding translation into English of the Articles of Association in French. In case of discrepancies, only the French version prevails.

TotalEnergies SE

European company with a capital of €6,574,599,040.00

Represented by 2,629,839,616 shares of €2.50 each

Nanterre Trade and Companies Register 542 051 180

Registered Office

2 Place Jean Millier La Défense 6 92400 Courbevoie France

ARTICLES OF ASSOCIATION

(Last update on May 28, 2021)

Filed in the office of K.L. ASSOCIES

Notaries in partnership in PARIS

Pages

TITLE I - Form – Name – Purpose – Registered Office – Duration 3

TITLE II - Share Capital – Shares 4

TITLE III - Administration – General Management – Auditing 6

- Shareholders’ Meetings 11 TITLE IV

TITLE V - Regulated Agreements 13

TITLE VI - Company Financial Statements 13

TITLE VII - Dissolution – Disputes 14

TITLE I

Form – Name – Purpose – Registered Office – Duration

ARTICLE 1 – FORM

The Company, initially formed as a French limited liability company (société anonyme), was converted into a European company (Societas Europaea or SE) by decision of the Extraordinary Shareholders’ Meeting of May 29, 2020.

The Company is governed by applicable EU and national provisions and by these Articles of Association.

ARTICLE 2 – NAME

The Company has the following name:

TotalEnergies SE

In all official deeds and other documents issued by the Company, the corporate name shall be preceded or followed by an indication of the amount of the share capital as well as the location and number of registration on the Trade and Companies Register.

ARTICLE 3 - PURPOSE

The Company’s purpose is, directly or indirectly, in all countries:

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document To conduct all activities relating to production and distribution of all forms of energy, including electricity from renewable 1° - energies;

To search for and extract mining deposits, and particularly hydrocarbons in all forms, and to perform manufacturing, 2° - refining, transportation, processing and trading in the said materials, as well as their derivatives and by-products;

To conduct all activities relating to the chemical sector in all of its forms, as well as all activities relating to the rubber 3° - sector; and generally, to conduct all financial, commercial and industrial operations and operations relating to any fixed or unfixed assets and real estate, acquisitions of interests or holdings, in any form whatsoever, in any business or company existing or to be created that may relate, directly or indirectly, to any of the above-mentioned purposes or to any similar or related purposes, of such nature as to promote the Company’s extension or its development.

ARTICLE 4 - REGISTERED OFFICE

The Company’s registered office is: 2 Place Jean Millier La Défense 6 92400 COURBEVOIE - France

Transfer of the registered office falls within the competence of the Shareholders’ Meeting under the conditions stipulated by the applicable regulations.

Relocation of the registered office within the French territory may be decided by the Board of Directors, subject to ratification of this decision by the next Ordinary Shareholders’ Meeting.

ARTICLE 5 - DURATION

The Company’s duration, initially set at 99 years starting with the date of its definitive constitution, namely 28 March 1924, is extended until 28 March 2119. Hence the Company’s existence shall continue until 28 March 2119, in the absence of early dissolution or of further extension.

TITLE II

Share Capital – Shares

ARTICLE 6 - SHARE CAPITAL

The share capital is set at an amount of 6,574,599,040.00 euros, represented by 2,629,839,616 shares of 2.50 euros each.

ARTICLE 7 - PAYING UP OF SHARES

Shares are subscribed according to applicable law.

The Board of Directors determines the amount and the payment due dates of any cash sums remaining to be paid on the shares.

Any calls for funds are published at least fifteen days in advance in a newspaper for legal notices in the department of the registered office.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any payment not made by the applicable due date shall automatically bear interest, without further notice, in favour of the Company at the legal rate increased by one percent from the due date and without any formal notice.

ARTICLE 8 - FORM AND TRANSFER OF SHARES

Fully paid-up shares may be held as registered shares or bearer shares, at the shareholder’s option.

The shares are entered in a stock ledger.

Bearer shares and registered shares are freely transferable.

ARTICLE 9 - IDENTIFICATION OF SHAREHOLDERS – DECLARATION OF CROSSING OWNERSHIP THRESHOLDS

The Company is authorized, to the extent permitted under applicable law, to identify the holders of securities that grant immediate or future voting rights at the Company’s Shareholders’ Meetings.

In addition to obligations that shareholders may have under applicable law to notify the Company upon crossing certain percentages of share ownership or voting rights, any person, whether a natural person or a legal entity, who comes to hold, directly or indirectly, 1% or more, or any multiple of 1%, of the share capital or the voting rights or of securities that may include future voting rights or future access to share capital or voting rights, is required to inform the Company by registered mail with return receipt requested, indicating the number of securities or voting rights held, within a period of 15 days from the date of crossing each of the said thresholds.

In determining the ownership or voting rights percentages provided for in the previous paragraph, shares or voting rights held by controlled companies, as defined in Article L. 233-3 of the French Commercial Code, must be included if applicable.

In the event of a failure to declare ownership of shares or voting rights as described above, any shares or voting rights exceeding the fraction that should have been declared may be deprived of voting rights at a Shareholders’ Meeting if, at the meeting, the failure to declare ownership of such shares or voting rights has been noted and if one or several shareholders holding, collectively, at least 3% of the Company’s capital or voting rights so request at such meeting.

Any natural person or legal entity is also required to inform the Company in the manner and within the time periods set forth above in the second paragraph of this article when his or her direct or indirect holdings fall below each of the applicable thresholds in said paragraph.

ARTICLE 10 – RIGHTS AND OBLIGATIONS ATTACHED TO SHARES

In addition to a voting right, each share entitles the holder to an ownership interest in the business assets, in the sharing of profits and of liquidation surpluses, in proportion to the number of shares outstanding from time to time.

Whenever it is necessary to possess several shares in order to exercise a right, shares held in a number below the requisite number of shares do not entitle their holder to any right against the Company, it being up to the shareholder in such a case to personally seek to collect or group together the requisite number of shares.

TITLE III

ARTICLE 11 - COMPOSITION OF THE BOARD OF DIRECTORS

The Company is administered by a Board of Directors, the minimum and maximum number of members of which are 1) defined by applicable law in effect from time to time.

The permanent representative of a legal entity appointed as a Director must be approved in advance by the Board of 2) Directors. Such representatives must be less than 70 years old.

3) Each Director must own at least 1,000 shares during his or her term of office.

The term of office for Directors is set by the shareholders acting in an Ordinary Shareholders’ Meeting for a term of 4) office not to exceed three years, subject to applicable law that may allow extension of the duration of a given term until the next Ordinary Shareholders’ Meeting held to approve the financial statements.

The number of Directors, being natural persons and more than 70 years old, may not exceed one-third of the sitting 5) Directors as determined on the last day of each fiscal year. If this proportion is exceeded, the oldest Board member is automatically considered to have resigned.

When at the close of a financial year, the portion of capital owned by the Company’s employees and those of companies affiliated to it as per Article L. 225-180 of the French Commercial Code, determined according to the provisions of Article L. 225-102 of said Code (after taking into account the registered shares held directly by employees 6) and governed by Article L. 225-197-1 of the French Commercial Code, regardless of their grant date) represents more than 3%, a Director is elected at the Ordinary Shareholders’ Meeting upon proposal of the shareholders referred to in Article L. 225-102 of the French Commercial Code (hereafter the “Director representing employee shareholders”) in accordance with the procedures provided by the applicable regulations and these Articles of Association.

Candidates for appointment to the office of Director representing employee shareholders are selected on the following 7) basis:

When voting rights linked to shares held by employees or by employee mutual investment funds of which they a) are beneficiaries are exercised by the members of the Supervisory Board of such employee mutual investment funds, candidates are selected by such Board among its members.

When voting rights linked to shares held by employees (or by employee mutual investment funds of which they are beneficiaries) are exercised directly by such employees, candidates shall be appointed further to the consultation as per Article L. 225-106 of the French Commercial Code, either by employee shareholders in a b) meeting convened specifically for such purpose, or by a written consultation. Only candidates put forward by a group of shareholders representing at least 5% of the shares held by employees exercising their individual voting rights shall be admissible.

Procedures for appointing candidates when such provisions are not laid down in law and regulations in force, or by 8) these Articles of Association, shall be determined by the Chairman of the Board of Directors, in particular with respect to the timing of the appointment of such candidates.

A list of all validly appointed candidates shall be prepared. This list shall comprise at least two names. The list 9) of candidates shall be appended to the notice convening the Shareholders’ Meeting called to appoint the Director representing employee shareholders.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Director representing employee shareholders shall be elected at the Ordinary Shareholders’ Meeting on the same terms as those applicable to all appointments of Directors, upon proposal from the shareholders as provided for by Article L. 225-102 of the French Commercial Code (as referred to in the sixth paragraph of the present article). The 10) Board of Directors shall table the list of candidates at the Shareholders’ Meeting by order of preference, and may give its approval to the first candidate appearing on such list. The candidate referred to above who shall have received the greatest number of votes from shareholders present or represented at the Ordinary Shareholders’ Meeting shall be appointed as the Director representing employee shareholders.

Such Director shall be disregarded for the purposes of determining the maximum number of Directors stipulated 11) under Article L. 225-17 of the French Commercial Code and for the purposes of applying the first paragraph of Article L. 225-18-1 of the said Code.

The term of office of any Director representing employee shareholders shall be three years. However, his or her term of office shall end forthwith, and the Director representing employee shareholders shall be considered to have resigned automatically upon his or her ceasing to be an employee of the Company (or of a company or economic interest 12) group affiliated to it as per Article L. 225-180 of the French Commercial Code) or a shareholder (or a member of an investment fund, at least 90% of whose assets comprise the Company’s shares). Until the date of appointment or replacement of any Director representing employee shareholders, the Board of Directors may hold meetings and vote validly.

In the event the seat of the Director representing employee shareholders shall become vacant, for any reason 13) whatsoever, such Director shall be replaced in the manner specified above, such Director to be appointed at the Ordinary Shareholders’ Meeting for a new three-year term.

The provisions governing the sixth paragraph of this article shall cease to apply when, at the close of any given financial year, the percentage of equity held by the Company’s employees and those of the companies affiliated 14) to it as per aforementioned Article L. 225-180, within the framework stipulated by the provisions of aforementioned Article L. 225-102, is equal to less than 3% of all issued share capital of the Company; notwithstanding the foregoing, the term of any Director appointed pursuant to the sixth paragraph of this article shall only expire at its term.

The provisions governing the third paragraph of this article shall not apply to the Director representing employee shareholders. Nonetheless, this Director representing employee shareholders shall hold, either individually, or through 15) an employee mutual investment fund (FCPE) governed by Article L. 214-165 of the French Monetary and Financial Code, at least one share or a number of stocks in such employee mutual investment fund amounting to at least one share.

When the Company satisfies the provisions of Article L. 225-27-1 of the French Commercial Code, the Board of 16) Directors shall also include one or two Directors representing employees.

A Director representing employees is appointed by the Company's Central Social and Economic Works Council (“Central Social and Economic Works Council”). When the number of Directors appointed by the Shareholders’ 17) Meeting is greater than eight, a second Director representing employees is appointed by the European Company Committee (“SE Committee”). The procedures for voting in the Central Social and Economic Works Council and the SE Committee to appoint Directors are the same rules used to appoint the Secretaries of those Council and Committee.

Pursuant to Article L. 225-28 of the French Commercial Code, the Director appointed by the Central Social and Economic Works Council must hold an employment contract with the Company or one of its direct or indirect 18) subsidiaries whose registered head office was located on French territory at least two years before his or her appointment. Notwithstanding, the second Director appointed by the SE Committee must hold an employment contract with the Company or one of its direct or indirect subsidiaries at least two years before his or her appointment.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Central Social and Economic Works Council and the SE Committee shall be informed of changes in the number 19) of Directors appointed by the Shareholders’ Meeting taken into account for purposes of applying the seventeenth paragraph of this article.

Neither the Director representing employee shareholders elected by the Shareholders’ Meeting pursuant to Article L. 225-23 of the French Commercial Code and these Articles of Association, nor the Director or Directors representing 20) employees designated pursuant to Article L. 225-27-1 of the French Commercial Code are taken into account to define the eight-member threshold mentioned above, since this eight-member threshold is determined when the employee Director or employee Directors are appointed.

The term of office of a Director representing employees is three years. Nevertheless, his or her term of office ends 21) at the close of the Ordinary Shareholders’ Meeting that approves the financial statements for the previous fiscal year during which the said Director’s term of office expired.

If the number of Directors appointed by the Ordinary Shareholders’ Meeting falls to eight or less, the term of office of 22) the Director appointed by the SE Committee continues to the end of his or her term.

If, at the close of a Shareholders’ Meeting, the number of Directors appointed by the Meeting increases to more than 23) eight, the SE Committee shall appoint the second Director representing employees no later than within six months following the said Meeting.

The provisions governing the third paragraph of this article shall not apply to the Directors appointed by the Central 24) Economic and Social Works Council and the SE Committee.

In the event that the obligation to appoint one or more Directors representing employees pursuant to L. 225-27-1 of the French Commercial Code should cease to apply, the term of office of the Director or Directors representing employees 25) shall end at the close of the Ordinary Shareholders’ Meeting that approves the financial statements for the year during which the obligation ceased to apply.

The Directors representing employees shall be disregarded for the purposes of determining the maximum number 26) of Directors stipulated under Article L. 225-17 of the French Commercial Code and for purposes of applying the first paragraph of Article L. 225-18-1 of the said Code.

ARTICLE 12 - ORGANIZATION OF THE BOARD OF DIRECTORS

The Board appoints a Chairman (Président du Conseil d’administration) from among its members who must be a natural person.

The Chairman of the Board of Directors represents the Board of Directors. He or she organizes and directs the Board’s work and reports thereon to the shareholders at Shareholders’ Meetings. He or she ensures the proper functioning of the Company’s bodies and ensures, in particular, that the Directors are able to carry out their duties.

The Board may also appoint one or two Vice Chairmen (Vice Président du Conseil d’administration) who must be natural persons. The rights and duties of the Chairman and of the Vice Chairman or Chairmen may be withdrawn from them at any time by the Board. The Chairman’s rights and duties cease automatically no later than on the date of his or her 70th birthday.

The Board also designates a natural person to act as secretary, who is not required to be a Board member.

The Board may establish one or more committees responsible for considering questions submitted by the Board or by its Chairman for their consideration and opinion. The Board determines the composition and the powers of the committees, which carry on their activity under the supervision of the Board.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Within the limit of a global amount set by the Shareholders’ Meeting which remains in effect until a new decision is taken, the Directors receive for their duties a compensation determined in accordance with applicable legal and regulatory provisions.

The Board may allocate a larger share to Directors who are members of the above-mentioned committees than the amount apportioned to other Directors.

ARTICLE 13 - BOARD OF DIRECTORS’ DECISIONS

The Board of Directors meets as often as required to serve the Company’s interests and at least every three months to deliberate on the progress of the Company’s business and foreseeable developments.

A Board meeting may be called by any means, even orally, and even on short notice depending on the urgency, at the initiative of either the Chairman or a Vice Chairman, or by one-third of its members. Such meeting may be called to be held either at the registered office or at any other place indicated in the notice.

At least half of the members must be present or represented for the Board’s decisions to be valid.

Decisions are taken based on the majority of votes by the members present or represented. In the case of a tie vote, the Chairman of the meeting holds a casting vote.

When permitted by applicable regulations, Directors participating in meeting by video-conference or means of telecommunication determined by decree, shall be deemed to be present for calculation of the quorum and majority.

ARTICLE 14 - BOARD OF DIRECTORS’ POWERS

The Board of Directors determines the guidelines governing the Company’s activity and oversees their application in accordance with its corporate interest, taking into consideration the social and environmental challenges of its activity. Subject to the powers explicitly attributed to shareholders and within the limits of the business purpose, the Board considers any question affecting the proper operation of the Company and its decisions settle the matters concerning it.

The Board of Directors takes all decisions and exercises any prerogative within its remits according to applicable regulations, these Articles of Association, the delegations of the Shareholders’ Meeting and its Rules of Procedure.

The prior authorization of the Board of Directors is required for the commitments in the name of the Company in the form of sureties, endorsements and guarantees given under the conditions determined by Article L. 225-35 paragraph 4 of the French Commercial Code.

The Board of Directors performs such auditing and verification as it considers appropriate.

Each Director is entitled to receive all information required for the performance of his or her duties and may obtain any documents he or she considers useful. His or her requests must be addressed to the Chairman of the Board of Directors.

ARTICLE 15 - GENERAL MANAGEMENT OF THE COMPANY

General management of the Company is performed under the responsibility of either the Chairman of the Board of 1) Directors (Président du Conseil d’administration) or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer (Directeur Général).

The Board of Directors selects one of the aforementioned methods of exercising general management under the quorum and majority provisions set forth in article 13 of these Articles of Association. The Company shall inform its shareholders and third parties of its determination in accordance with applicable regulations.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Once the Board makes such a determination, it remains in effect until a contrary decision is made pursuant to the same procedure.

Any change in the method of exercise of general management will not in and of itself effect any change in these Articles of Association.

The Board is required to meet to consider a possible change of methods for exercising general management either at the request of the Chairman or of the Chief Executive Officer, or at the request of one-third of the Board members.

When general management of the Company is assumed by the Chairman, the legal, regulatory or statutory provisions 2) relating to the Chief Executive Officer are applicable to him or her, and he or she takes the title of Chairman and Chief Executive Officer (Président-Directeur Général).

When the Board of Directors determines to separate the functions of Chairman of the Board of Directors (Président du Conseil d’administration) and Chief Executive Officer (Directeur Général), the Board appoints a Chief Executive Officer, sets the term for his or her appointment and the extent of his or her powers. Decisions by the Board of Directors limiting the extent of the powers of the Chief Executive Officer are not enforceable against third parties.

The Chief Executive Officer must be less than 67 years old in order to exercise his or her duties. Upon reaching this age limit during the exercise of his or her duties, his or her appointment terminates automatically and the Board of Directors appoints a new Chief Executive Officer. Notwithstanding the foregoing, his or her duties as Chief Executive Officer are extended until the date of the meeting of the Board of Directors asked to appoint his or her successor. Subject to the age limit specified above, a Chief Executive Officer remains eligible for reappointment.

The Chief Executive Officer may be dismissed at any time by the Board of Directors.

In the event that the Chief Executive Officer is temporarily unable to exercise his or her duties, the Board of Directors may delegate his or her functions to a Director.

The Chief Executive Officer is invested with the most extensive powers to act in the Company’s name under all circumstances. He or she exercises those powers within the limits of the business purpose and subject to the powers 3) explicitly assigned by law to Shareholders’ Meetings and to the Board of Directors. He or she represents the Company in its relations with third parties.

The Chief Executive Officer may request the Chairman to call a meeting of the Board of Directors regarding a specified agenda.

If the Chief Executive Officer is not also a member of the Board of Directors, he or she may attend meetings of the Board of Directors in an advisory capacity.

On the basis of a proposal by the Chief Executive Officer, the Board may appoint one to five natural persons at most responsible for assisting the Chief Executive Officer and bearing the title of Deputy Chief Executive Officer (Directeur 4) Général Délégué). The Board determines the extent of their powers and their term of office, it being understood that Deputy Chief Executive Officers hold the same powers as the Chief Executive Officer.

The Deputy Chief Executive Officer or Deputy Chief Executive Officers may be dismissed by the Board of Directors at any time, upon motion by the Chief Executive Officer.

In the event that the Chief Executive Officer is temporarily unable to perform his or her duties or ceases his or her duties, the Deputy Chief Executive Officer or the Deputy Chief Executive Officers retain their duties and powers until the appointment of a new Chief Executive Officer, unless the Board of Directors decides otherwise.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5) The Chief Executive Officer and, if applicable, one or more Deputy Chief Executive Officers, may be authorized to grant delegations of their authority within the limit of applicable laws and regulations.

Fixed or variable remuneration, or fixed and variable remuneration, may be granted by the Board of Directors, to the Chairman, the Chief Executive Officer, any Deputy Chief Executive Officer or, generally, to any other persons to whom any authority or mandate is assigned. Such compensation shall be charged to business expenses.

ARTICLE 16 – AUDITORS

The shareholders acting in a Shareholders’ Meeting designate the statutory and deputy auditors in accordance with applicable law.

TITLE IV

Shareholders’ Meetings

ARTICLE 17 - NOTICE – PARTICIPATION IN SHAREHOLDERS’ MEETINGS

1) Shareholders’ Meetings are called in accordance with applicable law.

The meetings take place at the registered office or at any other place indicated in the notice of meeting.

All shareholders may attend Shareholders’ Meetings, irrespective of the number of shares held.

Any shareholder may vote by mail, using a form containing the regulatory notices.

Any shareholder may delegate voting authority at Shareholders’ Meetings in accordance with the terms and conditions provided for by applicable regulations.

Legal entities that are shareholders take part in the meetings through their legal representatives or through any agent designated for that purpose.

Participation in Shareholders’ Meetings, in any form whatsoever, shall be subject to registering or recording shares under 2) the conditions and within the time periods provided for by applicable regulations.

The Board of Directors has the option to accept voting forms and proxies that reach the Company after the deadline provided for by applicable regulations.

It also has the option to decide that shareholders may participate and vote in any meeting by video-conference or other means of telecommunication under the conditions established by applicable regulations; the electronic signature that may result from any reliable identification process shall guarantee its connection with the instrument related thereto.

ARTICLE 18 - HOLDING SHAREHOLDERS’ MEETINGS – DECISIONS

The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, failing that, by a Vice Chairman or, in his or her absence, by a Director designated by the Board.

Shareholders’ Meetings, whether ordinary, extraordinary or combined, make their decisions pursuant to the quorum and majority conditions applicable to the provisions governing the type of meeting and they may exercise the powers attributed to them by law.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document There is secret voting when such voting is demanded by several shareholders representing at least one quarter of the share capital.

Subject to the following provisions, each member of the Meeting is entitled to as many votes as he or she possesses or the number of shares for which he or she holds proxies.

However, a double voting right is granted, in the light of the share of the share capital they represent, to all registered shares paid up in full that have been entered in the name of the same shareholder for at least two years, as well as, in case of a capital increase by incorporation of reserves, profits or premiums on shares, to the registered shares that are allocated without charge to a shareholder in connection with previously existing shares for which he or she benefits from the said right. Any merger of the company would have no effect on the double voting right, which may be exercised within the absorbing company, if the latter’s Articles of Association have created a similar right.

The double voting right shall terminate automatically in respect of shares that are converted to bearer form or are transferred. Nevertheless any transfer from registered share to registered share, due to inheritance ab intestat or testamentary inheritance, division of community property between spouses, or donation inter vivos to the benefit of the spouse or of relatives eligible to inherit shall not interrupt the period set above or shall retain the acquired right.

At Shareholders’ Meetings, no shareholder may cast, personally or via a proxy, in connection with the simple voting rights attached to the shares he or she holds directly or indirectly and in connection with the powers of attorney granted to him or her, more than 10% of the total number of voting rights attached to the Company's shares. However, if he or she also holds double voting rights, on an individual basis and/or by proxy, the above limit may be exceeded, solely taking account of the additional voting rights resulting therefrom, without all of the voting rights that he or she exercises being able to exceed 20% of the total number of voting rights attached to the Company’s shares.

For application of the above provisions:

the total number of voting rights attached to the Company's shares taken into account is calculated on the date of the - Shareholders’ Meeting and is brought to the shareholders’ attention at the opening of said Meeting,

the number of voting rights held directly and indirectly is to be understood to include those that are attached to the shares held by a natural person on his or her own behalf, either on a personal basis or in connection with joint ownership, or - held by a company, grouping, association or foundation, and including those that are attached to the shares held by a controlled company within the meaning of Article L. 233-3 of the French Commercial Code, by another company or by a natural person, association, grouping or foundation,

for the voting rights cast by the Chairman of the Shareholders’ Meeting, the voting rights attached to shares for which a - power of attorney has been returned to the Company without any indication of a representative and which, individually, do not violate the prescribed limitations, are not taken into account for the above limits.

The limitations provided for in the above paragraphs have no effect on the calculation of the total number of voting rights, including double voting rights, attached to the Company's shares and which shall be taken into account for application of the legislative, regulatory and statutory provisions stipulating special obligations with reference to the number of voting rights existing in the Company or to the number of shares having voting rights.

In addition, the limitations provided for above shall lapse, without any need for a new decision by an Extraordinary Shareholders’ Meeting, when a natural person or legal entity, acting alone or in concert with one or several natural persons or legal entities, comes to hold at least two-thirds of the total number of Company shares following a public offer for all of the Company’s shares. In such a case, the Board of Directors would take note of the said lapse and carry out the related formalities concerning modification of the Articles of Association.

TITLE V

ARTICLE 19 - REGULATED AGREEMENTS

Pursuant to Article L. 229-7 paragraph 6 of the French Commercial Code, the provisions of Articles L. 225-38 to L. 225-42 of the French Commercial Code are applicable to agreements concluded by the Company.

TITLE VI

Company Financial Statements

ARTICLE 20 - FINANCIAL YEAR – FINANCIAL STATEMENTS

The financial year begins on January 1 and ends on December 31.

At the end of each financial year, the Board of Directors draws up an inventory, an income statement and a balance sheet, as well as the notes supplementing them, and establishes a management report. It also establishes the Group’s consolidated financial statements.

ARTICLE 21 - ALLOCATION OF RESULTS

The net income for the financial year, after deduction of overheads and other social charges, as well as of any amortization of the business assets and of any provisions for commercial and industrial contingencies, constitutes the net profit.

From the said profit, reduced by the prior losses, if any, the following items are deducted in the indicated order:

1°/ 5% to constitute the legal reserve fund until the said fund reaches one-tenth of the share capital;

The amount set by the shareholders at a Shareholders’ Meeting with a view to constitution of reserves of which it 2°/ determines the allocation or the use;

3°/ The amounts that the shareholders decide at a Shareholders’ Meeting to carry forward.

The remainder is paid to the shareholders as dividends.

The Board of Directors may pay out interim dividends.

The Shareholders’ Meeting held to approve the financial statements for the financial year may decide to grant an option to each shareholder, with respect to all or part of the dividend or of the interim dividends, between payment of the dividend in cash and payment in shares.

The Shareholders’ Meeting may decide at any time, but only on the basis of a proposal by the Board of Directors, to effect a complete or partial distribution of the amounts appearing in the reserve accounts, either in cash or in Company shares.

TITLE VII

Dissolution – Disputes

ARTICLE 22 – DISSOLUTION – LIQUIDATION

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document At the time of the Company’s expiration or early dissolution, the shareholders acting at a Shareholders’ Meeting determine the liquidation procedure and appoint one or several liquidators whose powers and compensation it determines.

ARTICLE 23 - DISPUTES

Any disputes that may arise during the Company’s existence or at the time of its liquidation, either between the shareholders and the Company or among the shareholders themselves, on the subject of business matters, shall be subject to the jurisdiction of the competent courts of the registered office.

RECENT DEVELOPMENTS

“TotalEnergies” or the “Group” as used in this exhibit refer to TotalEnergies SE collectively with its direct and indirect consolidated subsidiaries located in or outside of France.

Ordinary and Extraordinary Shareholders' Meeting held on May 28, 2021

The Combined Shareholders' Meeting of TOTAL SE was held on May 28, 2021 under the chairmanship of Mr. Patrick Pouyanné. The shareholders adopted all the resolutions presented by the Board of Directors. The full results of the votes as well as the presentations made to the shareholders will be made available on May 31, 2021 on the totalenergies.com website1.

At the Shareholders’ Meeting, Mr. Patrick Pouyanné, Chairman and CEO, emphasized the quality of the financial results, which demonstrate the relevance of the strategic and industrial choices implemented since 2015, during the 2020 health and economic crisis. The Chairman and Chief Executive Officer also provided an update on the implementation of the Company's transformation strategy, the corporate & social responsibility policy and the shareholder return policy. The Shareholders’ Meeting approved the distribution of a dividend of €2.64 per share for fiscal year 2020.

Regarding the strategy of transforming the Company into a broad energy company, the Shareholders’ Meeting adopted almost unanimously the new name of the Company, TotalEnergies SE, which anchors the strategy in its name. In addition, the Shareholders’ Meeting issued a favorable opinion on the Company's ambition with respect to sustainable development and energy transition towards carbon neutrality and its related targets by 2030. The shareholders voted by a very large majority, more than 90% of the votes cast, in favor of the resolution proposed by the Board of Directors, thus supporting the strategy proposed by the Board of Directors.

The Shareholders' Meeting approved the renewal of the terms of office of Mrs. Anne-Marie Idrac and Mr. Patrick Pouyanné as Directors, as well as the appointment of Mr. Jacques Aschenbroich and Mr. Glenn Hubbard as Directors, for a period of three years. The Shareholders' Meeting also approved the various components of the remuneration of corporate officers (“mandataires sociaux”).

The Board of Directors, meeting at the end of the Shareholders' Meeting, decided unanimously to reappoint Mr. Patrick Pouyanné as Chairman and CEO for the duration of his term of office as Director.

Total is transforming and becoming TotalEnergies

At the Ordinary and Extraordinary Shareholders’ Meeting, shareholders approved on May 28, 2021, almost unanimously, the resolution to change the company’s name from Total to TotalEnergies, thereby anchoring its strategic transformation into a broad energy company in its identity. In tandem with this name change, TotalEnergies is adopting a new visual identity.

The new name and new visual identity embody the course TotalEnergies has resolutely charted for itself: that of a broad energy company committed to producing and providing energies that are ever more affordable, reliable and clean.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 Reference to TotalEnergies website is provided for reference only; the information contained on the TotalEnergies website is not incorporated by reference in this Form 6-K.

Myanmar: Shareholders of Moattama Gas Transportation Company Limited vote to suspend all cash distributions

On May 26, 2021, TotalEnergies announced that, in light of the unstable context in Myanmar, following a joint proposal by TotalEnergies and Chevron at the occasion of a shareholders’ meeting of Moattama Gas Transportation Company Limited (MGTC) held on May 12, 2021, cash distributions to the shareholders of the company have been suspended.

The decision to suspend is effective from April 1, 2021 and all cash distributions by MGTC to its shareholders (TotalEnergies (31.24%), Chevron (28.26%), PTTEP (25.5%) and MOGE (15%)) are suspended.

MGTC gas transportation system carries the gas produced from the Yadana field operated by Total Exploration & Production Myanmar to the Myanmar/Thailand border over a distance of 400 kilometers.

TotalEnergies continues to act as a responsible operator of the Yadana field, maintaining the production of gas in accordance with applicable laws, so as not to disrupt the electricity supply that is vital to the local populations of Myanmar and Thailand.

TotalEnergies condemns the violence and human rights abuses occurring in Myanmar and reaffirms that it will comply with any decision that may be taken by the relevant international and national authorities, including applicable sanctions issued by the EU or the US authorities.

Capital increase reserved for employees of the Group in 2021

In accordance with its policy in favour of employee shareholding, the Board of Directors of TotalEnergies SE decided, on September 16, 2020, to carry out a capital increase reserved for eligible employees and former employees of TotalEnergies SE and its French and foreign subsidiaries in which TotalEnergies SE holds directly or indirectly more than 50% (in terms of capital or voting rights), that are members of the PEG-A Group savings plan, in France and abroad, under the conditions set by the twentieth resolution at the Shareholders’ Meeting of May 29, 2020.

On April 28, 2021, the Chairman and CEO set (i) the subscription period from April 30 to May 17, 2021 (included) and (ii) the subscription price at 30.50 euros per share, corresponding to the average of the closing prices of the TotalEnergies SE share on Euronext Paris over the twenty trading sessions preceding the date of this decision, reduced by a 20% discount and rounded off to the highest tenth of a euro.

At the end of the period, 46,537 employees in 102 countries, representing 40.3% of the eligible employees and former employees, subscribed to the capital increase for an amount of €316.5 million. These results are on the rise compared to 2020 both in terms of participation rate and number of subscriptions.

As a result, 10,589,713 new shares will be issued on June 9, 2021. They will carry immediate dividend rights and will be fully assimilated with TotalEnergies SE shares already listed on Euronext.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Following this issuance, the employee shareholders in TotalEnergies SE’s share capital, within the meaning of Article L. 225-102 of the French Commercial Code, will represent 7.09% of TotalEnergies SE’s share capital as of June 9, 2021.

Hydrogen mobility: TotalEnergies supports the development of the first hydrogen taxi operator in Paris

On May 26, 2021, TotalEnergies announced the acquisition of a stake in Hysetco, a French company dedicated to the development of hydrogen mobility in cities. Hysetco owns the largest fleet of hydrogen taxis in the world, launched in 2015 and operated in the Île-de-France region under the Hype brand, as well as hydrogen stations.

The Hype project aims to demonstrate for the first time on a large scale the viability of zero-emission hydrogen vehicles for urban mobility.

With the acquisition of a 20% interest, TotalEnergies joins Hysetco’s historical shareholders: STEP (Société du Taxi Electrique Parisien), Air Liquide, Toyota and Kouros.

Hysetco currently owns around 700 taxis in Paris, with -a majority of diesel vehicles that will transition gradually to become exclusively comprised of hydrogen vehicles by 2024. The hydrogen taxis are fueled by a dedicated network of hydrogen stations operated by Hysetco. This network is expected to expand in the coming years to support the growth of hydrogen vehicle fleet. TotalEnergies will make its network of service-stations available to Hysetco to contribute to the growth of this network of hydrogen stations.

India: TotalEnergies signs 5-year LNG supply agreement with ArcelorMittal Nippon Steel

On May 20, 2021, TotalEnergies announced that it signed an agreement with ArcelorMittal Nippon Steel (AMNS) 1 for the supply of up to 500,000 tons of liquefied natural gas (LNG) per year until 2026.

The LNG will be sourced from TotalEnergies’ global portfolio and offloaded either in Dahej or Hazira LNG Terminal, on the West Coast of India. AMNS expects to use the LNG to run its steel and power plants located in Hazira, Gujarat state.

This agreement strengthens TotalEnergies’ relationship with AMNS and will contribute to the decarbonization of India’s steel industry, which still relies heavily on coal.

Spain: TotalEnergies signs a 45 MW renewable corporate power purchase agreement with Merck2

On May 20, 2021, TotalEnergies and MSD, known as Merck & Co. signed a major renewable corporate power purchase agreement (CPPA) over a period of 10 years, with 90 GWh a year of clean energy produced by a 45 MW utility-scale solar power projects from TotalEnergies’ portfolio in Spain, Castilla La Mancha region.

As part of its ambition to get to net zero (carbon neutrality) by 2050, together with society, TotalEnergies actively supports its customers and partners in their efforts to reduce the carbon footprint of their activities through their energy transition.

With a strong expertise in the development, construction and operation of renewable energy projects, TotalEnergies was chosen as a trusted partner to contribute to MSD’s ambition to source 100% of its purchased electricity with renewables.

Air France-KLM, TotalEnergies, Groupe ADP and Airbus join forces to decarbonize air transportation and carried out the first long-haul flight powered by sustainable aviation fuel produced in France

On May 18, 2021, it was announced that Air France-KLM, TotalEnergies, Groupe ADP and Airbus joined forces to carry out the first long-haul flight powered by sustainable aviation fuel (SAF)3

1 AMNS India is a joint venture between ArcelorMittal (60%) and Nippon Steel (40%).

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Also known as MSD (Merck & Co. Inc of Kenilworth, New Jersey in the US and Canada) 3 SAF is a blend of conventional aviation fuel (JET-A1) and biojet fuel made from waste and residue sourced from the circular economy (animal fat, used cooking oil, etc.). Biojet fuel has similar properties to JET-A1 and produces up to 90% fewer CO2 emissions over its lifecycle compared with the fossil equivalent.

produced in France. Air France Flight 342 took off from Paris-Charles de Gaulle airport’s Terminal 2E for Montreal with its tanks filled for the first time with sustainable aviation fuel produced in TotalEnergies’ French plants.

The flight was a tangible result of the four groups’ shared ambition to decarbonize air transportation and to develop a SAF supply chain in France, a prerequisite to the generalization of its use in French airports.

No modifications to storage and distribution infrastructure, aircraft or engines are required to incorporate biofuels. Their gradual introduction worldwide should significantly reduce CO2 emissions from air transportation, in line with the United Nations’ Sustainable Development Goals.

The biofuel used for the flight was made from waste and residue sourced from the circular economy. TotalEnergies produced the SAF from used cooking oil at its La Mède biorefinery in southern France and at its Oudalle factory near Le Havre, without using any virgin plant-based oil.

This first 100% French SAF received ISCC-EU certification from the International Sustainability & Carbon Certification System, an independent organization that guarantees sustainability. The 16% blend on the flight avoided the emission of 20 tons of CO2.

By developing and supporting the first stage of a French SAF industry, Air France-KLM, TotalEnergies, ADP Group and Airbus are paving the way for France to drive innovation in the energy and environmental transition. French legislation calls for aircrafts to use at least 1% SAF by 2022 for all flights originating in France, ahead of the European ambition scheduled to gradually ramp up to 2% by 2025 and 5% by 2030, as part of the European Green Deal.

To meet these requirements, TotalEnergies also intends to produce SAF at its Grandpuits zero-crude platform near Paris starting in 2024.

The flight also illustrated the synergy of the different drivers for reducing aviation’s environmental footprint, i.e., sustainable aviation fuel, latest-generation aircraft and electrification of ground operations. The Airbus A350 used for the flight consumes 25% less fuel than its predecessor. The aircraft was serviced by the first 100% all-electric refueling truck, developed in France with TotalEnergies expertise, and all of the ground support equipment used by Air France was fully electric powered.

Angola: TotalEnergies starts production from Zinia Phase 2, successful short-cycle development on Block 17

On May 6, 2021, TotalEnergies, operator of Block 17 in Angola, together with the Angolan National Oil, Gas and Biofuels Agency, announced the start of production from Zinia Phase 2 short-cycle project, connected to the existing Pazflor’s Floating Production, Storage and Offloading unit (FPSO). The project includes the drilling of nine wells.

The development of this project was carried out according to schedule and for a CAPEX more than 10% below budget, representing a savings of $150 million.

Block 17 is operated by TotalEnergies with a 38% interest, alongside with Equinor (22.16%), ExxonMobil (19%), BP Exploration Angola Ltd (15.84%) and Sonangol P&P (5%). The contractor group operates four FPSOs in the main production areas of the block, namely Girassol, Dalia, Pazflor and CLOV.

On May 5, 2021, TotalEnergies announced that a meeting took place on May 3, 2021 between Patrick Pouyanné, Chairman and CEO of TotalEnergies, and a Delegation of Papua New Guinea (PNG) led

by the Deputy Prime Minister Samuel Basil, with the objective to review together the next steps for the development of the Papua LNG project.

After a year of delay because of the COVID-19 pandemic, the Government of PNG and TotalEnergies as Operator were pleased to announce the remobilization of the project teams and of other required resources. The objective is to launch the Front End Engineering Design (FEED) in early 2022 and to prepare for the final investment decision in 2023. This positive development follows the signature and the reconfirmation of the Papua LNG Gas Agreement in 2019, the signature of the Fiscal Stability Agreement and the award of the License extension in February 2021.

Papua LNG project will target the production of the two main discoveries of Block PRL-15, Elk and Antelope, that were fully appraised until 2017. It is expected that the gas produced by these fields will be transported by a 320 km onshore/offshore pipeline to Caution Bay site in order to be liquefied in two trains to be built with a total capacity of 5.6 Mt/y that will be integrated to the existing PNG LNG facilities in Caution Bay.

TotalEnergies and PNG Authorities will cooperate to create significant in-country value and to implement the Papua LNG project in an exemplary manner and take into highest consideration the biodiversity and environmental stakes as well as the local communities’ rights.

TotalEnergies operates the Elk and Antelope onshore fields and is the largest shareholder of the PRL-15 permit with a 31.1% interest, alongside partners ExxonMobil (28.7%) and Oil Search (17.7%), after the State back-in right of 22.5%.

South Korea: Daesan complex to develop its polymer capacity for durable applications

On May 5, 2021, TotalEnergies announced that the Hanwha Total Petrochemical (HTC) joint venture4 commissioned a new polypropylene line at the Daesan integrated refining and petrochemical complex in South Korea, adding a further 60% to its production capacity, which now totals 1.1 million tons per year. At the same time, the start-up of a fourth propane furnace is expected to increase ethylene production capacity by 10% to 1.5 million tons per year.

These projects were carried out safely and successfully, and were completed on time and on budget. They mark the culmination of investments totaling $1.3 billion, announced in 2017 and 2018, to expand production capacity at the Daesan complex. They also take advantage of abundant, cost-advantaged propane feedstock from the United States.

The new polypropylene line, with a capacity of 400,000 tons per year, is expected to enable Daesan to supply both the Korean market and export markets, particularly China. It will enable the manufacturing of high-value-added, durable goods for specialty applications such as underfloor heating pipes and automotive parts, helping reduce the weight of vehicles.

HTC has also launched a new polypropylene compound line5 at its Dongguan site in southern China, which will enable the joint venture to develop specific grades containing recycled polymers, in partnership with its customers, as HTC's contribution to TotalEnergies' ambition of producing 30% recycled polymers by 2030.

TotalEnergies realized France's first ship-to-containership LNG bunkering operation, after inaugural loading at Dunkirk LNG terminal

On May 3, 2021, TotalEnergies announced it realized the first ship-to-containership LNG bunkering operation in France. On April 30, 2021 the world’s largest LNG bunker vessel in operation, TotalEnergies’ Gas Agility¸ completed the refuelling of the world’s largest containership powered by LNG, the CMA CGM JACQUES SAADE, at the Port of Dunkirk with around 16,400m3 of LNG.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4 A 50-50 joint venture between TotalEnergies and Hanwha. 5 Polypropylene compounds are used in the automotive industry (interiors, bumpers and technical parts), in the electrical and electronics industry and in household appliances.

This inaugural operation also marked Dunkerque LNG terminal’s first loading of a small-scale LNG vessel and the Terminal des Flandres’ first LNG bunkering operation with simultaneous cargo operations.

Importantly, it underscored the close cooperation across all partners of the ‘Green Loop’ project consortium, which is comprised of TotalEnergies, the Dunkerque LNG terminal, Mitsui O.S.K. Lines (MOL) and CMA CGM. Co-financed by the European Union under the Connecting Europe Facility (CEF) - Transport Sector, the overall project objective is to promote the decarbonization of maritime transport by deploying a scale-up LNG bunkering solution in Northern Europe.

Key investments, critical to enable this operation, were made within the framework of this project to boost the Dunkerque LNG terminal’s capabilities in offering small-scale LNG services. Amongst various developments, an existing terminal jetty was adapted to allow the provision of LNG loading to LNG bunkering vessels. Additionally, leveraging the expertise and experience of the consortium partners and the involvement of the Port of Dunkirk, all relevant LNG loading and bunkering procedures were developed in compliance with safety regulations.

Finally, this successful operation was an added testament to the Gas Agility’s operational excellence. Since commencing operations in November 2020, the LNG bunker vessel has delivered more than 160,000 m3 of LNG bunker in Rotterdam where she is based. She is designed to serve a broad range of vessels from various segments, including CMA CGM’s 23 000 TEUs LNG-fuelled container ships.

By 2022, the Gas Agility’s sistership, another 18,600 m3 newbuild LNG bunker vessel, is expected to join TotalEnergies’ LNG bunker fleet to serve the Mediterranean region. Simultaneously, TotalEnergies’ will share the use of a third bunker vessel in Singapore.

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, notably with respect to the financial condition, results of operations, business activities and industrial strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of the Group, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by the Group, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by the Group as of the date of this document.

These forward-looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, as well as economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Except for its ongoing obligations to disclose material information as required by applicable securities laws, TotalEnergies does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.

For additional factors, you should read the information set forth under “Item 3. -3.2 Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” in TotalEnergies’ Form 20-F for the year ended December 31, 2020.