TotalEnergies shareholders invited to express their views at the Annual Shareholders’ Meeting of 25 May 2022

TotalEnergies’ Board of Directors decided not to include the draft shareholder resolution in the agenda of the next Annual Shareholders’ Meeting as it contravenes French legal rules setting the prerogatives of the Company’s governance bodies, but supports the dialogue with its shareholders by inviting those supporting the proposed resolution to express their views either through a written question or a verbal question which will be addressed as a matter of priority.

The Board observed that the draft resolution proposed by MN and a group of 10 shareholders was not admissible notably because it encroaches on the public policy competence of the Board of Directors to define the Company’s strategy. The Board can therefore not accept it. Under cover of extending the transparency of the information to be provided in the management report, the proposed resolution would in fact amount to an obligation to frame the strategy “to align its activities with the objectives of the Paris Agreement” and to (i) set reduction targets in absolute terms (…) of direct or indirect greenhouse gas emissions (…) and (ii) the means implemented by the Company to achieve these targets” while the definition of strategy is the prerogative of the Board of Directors. The Board emphasises that it fully exercises its powers with regard to the definition of the Company’s orientations in the field of energy transition and that these orientations are the subject of an extensive shareholder dialogue.

It is therefore proposed that shareholders, through an advisory vote at the next Shareholders Meeting, to express their opinion on the Sustainability & Climate – Progress Report 2022, in which TotalEnergies reports on the implementation of the strategy and the progress made in 2021 with regard to the climate objectives for 2030 and also completes the Company’s ambition in this area.

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