TotalEnergies' Board of Directors met on March 18, 2026 and decided to convene an ordinary and extraordinary general meeting of shareholders for May 29, 2026.

The Board of Directors of TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE) met on March 18, 2026, under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer. It resolved to convene the Ordinary and Extraordinary General Meeting of Shareholders of the Company on Friday, May 29, 2026. The notice of this meeting will be published shortly in the BALO (Bulletin des Annonces Légales et Obligatoires - Official Gazette of Legal and Mandatory Notices) and will be available on the Company's website. The Board of Directors also approved the documents to be submitted to the General Meeting, including the Management Report on the Company's financial position.

Company Governance

The terms of office of directors of Ms. Marie-Christine Coisne-Roquette, Ms. Anelise Lara and Mr. Dierk Paskert will expire at the end of the General Meeting of Shareholders on May 29, 2026.

On the proposal of the Governance and Ethics Committee, the Board of Directors decided to submit to the General Assembly the renewal, for a period of three years, of the mandates of directors of Ms Marie-Christine Coisne-Roquette, Ms Anelise Lara and Mr Dierk Paskert.

Regarding the mandate of Ms. Marie-Christine Coisne-Roquette, a non-independent director as defined by the Afep-Medef Code due to her more than 12 years of service on the Board, the Board considered that her experience is beneficial to its work and that of its Committees. Indeed, her seniority on the Board and the significant roles she has held have allowed Ms. Marie-Christine Coisne-Roquette to participate in various important stages of the Company's development and have given her a thorough understanding of the Company's operations, its challenges, and its teams. The Board also noted that the Board's independence rate is high (82% according to the Afep-Medef Code), meeting the highest standards.

Furthermore, Mr. Mark Cutifani announced his decision not to seek renewal of his term and to step down from the Board of Directors effective March 16, 2026, for personal reasons. The Board wishes to thank Mr. Mark Cutifani, who has generously shared his extensive experience in the mining industry and in the governance of large international companies with the Board and its Committees for the past nine years.

The Board of Directors has decided to propose to the General Meeting the appointment of a new independent director, Mr. Slawomir Krupa, for a period of three years, to replace Mr. Mark Cutifani.

A graduate of Sciences Po Paris, Mr. Slawomir Krupa, 51, of Polish, French, and American nationality, has been Chief Executive Officer and a Director of the Société Générale Group since May 2023. After various roles within the General Inspection department, he joined the Corporate and Investment Bank as Head of Central and Eastern Europe, the Middle East, and Africa, and Deputy Head of Financing. He was appointed CEO of SG Americas Inc. in January 2016 and Head of the Americas region. In January 2021, he joined the Société Générale Group's Executive Management team as Deputy Chief Executive Officer in charge of Corporate & Investment Banking and Investor Solutions. Mr. Slawomir Krupa will bring to the Board of Directors his expertise in finance and markets and his extensive international experience, particularly in the United States.

Following the General Assembly on May 29, 2026, if the proposed resolutions are approved, the Board of Directors will consist of 14 members, including 8 French and 6 international members, with a 50% representation of women and men.

Furthermore, on the recommendation of the Governance and Ethics Committee, after reviewing the practices of CAC40 companies and international peers, the Board of Directors has decided to submit to the General Meeting of May 29, 2026 the revision of the statutory age limits applicable to the position of Chairman to raise it from 70 to 75 years and that applicable to the position of Chief Executive Officer to raise it from 67 to 70 years.

Other resolutions

The Board of Directors will also submit to the General Meeting the approval of information relating to the remuneration of corporate officers and the remuneration policy applicable to directors. The Board will further submit to the General Meeting the approval of the fixed, variable, and exceptional components of the total remuneration and benefits of any kind paid during the 2025 fiscal year or awarded in respect of that fiscal year to Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, as well as the applicable remuneration policy.

Various financial authorizations will also be submitted to the General Assembly for approval, including an authorization to delegate to the Board of Directors the power to carry out capital increases reserved for employees participating in a company or group savings plan.

Company's ambition in terms of sustainable development and energy transition

The Board of Directors has decided to include on the agenda of the General Meeting of May 29, 2026 a formal item for discussion (without a resolution submitted to a shareholder vote) on the report on the implementation of the Company's ambition in terms of sustainable development and energy transition.

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COMTEX_479392903/2227/2026-05-18T15:34:10