Capital increase reserved for employees of TotalEnergies in 2025

04/30/2025

News

Paris, April 30, 2025 - In accordance with its policy in favor of employee shareholding, TotalEnergies SE (the “Corporation”) is implementing its annual capital increase reserved for employees and former employees of the TotalEnergies company (the “Company”). Through this operation, TotalEnergies SE 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 8.4% of TotalEnergies SE’s share capital as of March 31, 2025.

The twenty-second resolution of the Shareholders’ Meeting held on May 24, 2024 granted the Board of Directors (the “Board”) 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 October 30, 2024, to carry out, in 2025, 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: 18 million shares with a nominal value of €2.50 each, representing a total nominal amount of €45 million, which is the equivalent of 0.75% 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 SE.
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 20% 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.

By delegation of the Board of directors, the Chairman and CEO, on April 29, 2025:

confirmed the subscription period as follows:
- opening on May 2, 2025
- closing on May 15, 2025 (included).
fixed the subscription price to 42.50 € per share, corresponding to the arithmetic average of the closing prices of the TotalEnergies shares on Euronext Paris over the 20 trading sessions preceding April 29, 2025, reduced by a 20% discount, and rounded off to the highest tenth of a euro.

Please refer to the appendix to this press release for further information on this operation.

ISSUER: TotalEnergies SE
Information related to TotalEnergies SE is available on its website (www.totalenergies.com) and more specifically in its 2024 Universal Registration Document, the French version of which was filed with the Autorité des marchés financiers (“AMF”) on March 31, 2025 under the registration number D. 25-0203 and is also available free of charge at the head office of TotalEnergies SE.

SCOPE OF THE RESERVED OFFERING: CORPORATIONS AND BENEFICIARIES
Approximately 115,000 beneficiaries are eligible to participate in the 2025 capital increase.
Subject to compliance with regulations and required administrative approvals being obtained in the different countries, this capital increase will be reserved to employees and former employees of the Corporation and its French and non-French subsidiaries, the capital or voting rights of which, as of the opening date for the subscription period, are directly or indirectly held at more than 50% by TotalEnergies SE (the “Subsidiaries”), members of the PEG-A:

employees of TotalEnergies SE and its Subsidiaries:
- who have at least 3 months of employment with the Company as of the last day of the subscription period; and
former employees of TotalEnergies SE or the Subsidiaries, if they:
- have left the Company due to retirement or early retirement;
- had made at least one payment in the PEG-A before termination of their employment;
- still have assets invested in the PEG-A, and, thus, are members of the plan.

MATCHING CONTRIBUTION
Employees subscribing to the offering will benefit from a matching contribution in the form of a free allotment of additional shares, determined based on the amount of the personal contribution and within the limits of ten free shares per employee and within the maximum amount of the offering set by the Board at its meeting on October 30, 2024.

SUBSCRIPTION TERMS AND CONDITIONS
The beneficiaries will have the opportunity to subscribe via employee shareholding funds (“FCPEs”) created for the needs of this offering and which have been approved by the AMF. In the countries where this option is not available the shares will be directly subscribed.

Voting rights attached to the shares subscribed through an FCPE will be exercised by the Supervisory Board of such FCPE. With respect to the shares subscribed directly by employees, the voting rights will be exercised by the subscribers individually.

MAXIMUM SUBSCRIPTION
Pursuant to Article L. 3332-10 of the French Labor Code, the amount of the payments made each year by an employee as part of a savings plan (excluding matching contribution and profit-sharing schemes, i.e., intéressement and participation) cannot exceed one quarter of the employee’s gross annual salary.

LOCK-UP PERIOD FOR THE UNITS OR SHARES
Pursuant to Article L. 3332-25 of the French Labor Code, shares or FCPE units subscribed in this offering must be held during a lock-up period of five years, except for certain early release cases provided for by Articles L. 3324-10 et R. 3324-22 of the French Labor Code. For beneficiaries who are not French tax residents, the list of early release cases may be adapted due to legal provisions applicable locally.

RULE FOR REDUCTION OF SUBSCRIPTION REQUESTS
The capital increase will be fulfilled by the total number of shares subscribed directly by employees and via the FCPEs. If the total number of subscribed shares exceeds the maximum number of shares offered by the Board of Directors at its meeting on October 30, 2024 (18 million shares, including shares allotted as an immediate employer contribution), the subscriptions will be cut back in the following manner:

all subscription undertakings will be fully honored up to the subscription average, defined as the quotient between the maximum number of shares offered by the Board and the number of subscribers,
subscriptions undertakings that exceed the subscription average will be fulfilled in proportion to the number of subscription undertakings not yet fulfilled with the reduction being made as follows:
- the reduction will be carried out on a pro rata basis according to the subscription undertakings; and
- the reduction will be carried out first on the portion of the offer paid with salary advance then, when applicable, on the portion paid with profit-sharing schemes and then on the portion paid in cash.

About TotalEnergies

TotalEnergies is a global integrated energy company that produces and markets energies: oil and biofuels, natural gas, biogas and low-carbon hydrogen, renewables and electricity. Our more than 100,000 employees are committed to provide as many people as possible with energy that is more reliable, more affordable and more sustainable. Active in about 120 countries, TotalEnergies places sustainability at the heart of its strategy, its projects and its operations.

TotalEnergies Contacts

Media Relations: +33 (0)1 47 44 46 99 l [email protected] l @TotalEnergiesPR
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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. TotalEnergies SE has no liability for the acts or omissions of these 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).

Capital increase reserved for employees of TotalEnergies in 2025

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Capital increase reserved for employees of TotalEnergies in 2025

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