REG-TotalEnergies SE Capital Increase Reserved for Employees of TotalEnergies in 2025

TotalEnergies SEAnnouncement

Wed 18:15

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Capital Increase Reserved for Employees of TotalEnergies in 2025

 

In accordance with its policy in favor of employee shareholding, TotalEnergies
SE (Paris:TTE) (LSE:TTE) (NYSE:TTE) (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.

____

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.

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Cautionary Note

The program, reserved to eligible employees and retirees of the Company, will
be implemented in France as well as in certain foreign countries, including
the United States, where the shares offered in the United States will be
registered with the Securities and Exchange Commission (SEC). Shares and FCPE
units offered outside the United States will not be registered with the SEC.
In particular, the units of the below-mentioned FCPEs cannot be offered or
sold in the United States directly or indirectly (or in its territories or
possessions), or for the benefit of a "U.S. Person", as defined in American
regulations. Persons wishing to subscribe to units in these FCPEs, will have
to certify, when subscribing, that they are not "U.S. Persons". The definition
of "U.S. Person" is available on the FCPE Management Company's website
(www.amundi.com
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).

This press release is produced for information purposes only and does not
constitute an offer for the sale or the subscription of securities. Moreover,
this press release should not be distributed in the countries where the
offering remains subject to approval of the local authorities.

The offer will be issued only in the countries where the local administrative
and regulatory procedures have been implemented (in particular, the
registration procedures, notification, granting of authorizations and/or
applicable exemptions and the information or the consultation of the
representatives of the employees).

This press release represents the document required to qualify for the
exemption from the requirement to publish a prospectus as defined in Articles
1 4°i) and 5°h) of the Regulation (UE) 2017/1129 of June 14, 2017.

Appendix to the press release on April 30, 2025

Issuer: TotalEnergies SE

Information related to TotalEnergies SE is available on its website
(www.totalenergies.com
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) 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.

TotalEnergies 

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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