Capital increase reserved for employees of TotalEnergies in 2026

Paris — 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 transition strategy, growth and value sharing. 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 8.09% of TotalEnergies SE’s share capital as of March 31, 2026.

The fifteenth resolution of the Shareholders’ Meeting held on May 23, 2025 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 September 24, 2025, to carry out, in 2026, 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, i.e., 0.8% 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 and on the NYSE: on the same line as existing TotalEnergies shares (ISIN code FR0000120271 and CUSIP code F92124 100), from their issuance.
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 has, on May 19, 2026:
Set the subscription period as follows:
– opening on June 3, 2026
– closing on June 17, 2026 (included)
– Noted that the subscription price amounts to €62 per share, corresponding to the arithmetic average of the closing prices of the TotalEnergies shares on Euronext Paris over the 20 trading sessions preceding May 19, 2026, reduced by a 20% discount, and rounded off to the highest tenth of a euro.