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 6.8% of TotalEnergies SE’s share capital as of December 31, 2021.
The seventeenth resolution of the Shareholders’ Meeting held on May 28, 2021 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 and seq., 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 September 15, 2021 to carry out, in 2022, 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 0.68% 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 last listed 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 (“Reference Price”), 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.
Indicative timeline (subject to the Chairman and CEO’s decision):
Determination of the subscription price: April 27, 2022;
Subscription period: from April 29, 2022 to May 13, 2022 (included).