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Totalenergies SE 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT LIST 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT 3.1 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 2 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CONTENTS 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 3 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. 4 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. 5 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.
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