S-8

As filed with the Securities and Exchange Commission on April 23, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOTAL SE

(Exact name of registrant as specified in its charter)

Republic of France	98-0227345
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Phone: +33 (0)1 47 44 45 46

(Address of principal executive offices) (Zip code)

TOTAL HOLDINGS USA, INC.

2021 EMPLOYEE SHAREHOLDER PLAN

(Full Title of the Plan)

Ms. Elizabeth Matthews

TOTAL Holdings USA, Inc.

1201 Louisiana Street, Suite 1800

Houston, Texas 77002

(713) 483-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered(2)	Proposed maximum offering price per share(3)	Proposed maximum aggregate offering price	Amount of registration fee(4)
Shares, par value 2.50 euros per share	1,900,000	$45.47	$86,393,000	$9,425.48

(1)	The Shares being registered under this registration statement may be represented by the Registrant’s American Depositary Shares. Each American Depositary Share represents one Share.
(2)	The maximum number of Shares to be delivered in the form of Shares or American Depositary Shares that may be offered under the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.
(3)	Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices of the Registrant’s American Depositary Share reported on The New York Stock Exchange on April 16, 2021.
(4)	The Registrant previously paid a registration fee of $8,730.35 to register 1,900,000 Shares for issuance under the TOTAL Holdings USA, Inc. 2020 Employee Shareholder Plan (“2020 Plan”) on a Form S-8 registration statement (Registration No. 333-238000), filed on May 5, 2020 (the “Prior Registration Statement”). 1,343,763 Shares under the 2020 Plan remain unsold and are not subject to outstanding awards, and are therefore being removed from registration pursuant to a post-effective amendment to the Prior Registration Statement, which is being filed by the Registrant concurrently with this Registration Statement. Pursuant to Rule 457(p) under the Securities Act of 1933, the registrant is offsetting the registration fee due under this registration statement by $6,174.48, which represents the portion of the registration fee previously paid with respect to $47,569,210.20 of unsold securities previously registered on the registration statement on Form S-8 (File No. 333-238000), initially filed on May 5, 2020.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). This registration statement on Form S-8 is filed by TOTAL SE, a European company (Societas Europaea or SE) organized under the laws of the Republic of France (the “Corporation” or “Registrant”), regarding the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan (the “Plan”). Documents containing the information required by Part I of the registration statement will be sent or given to Plan participants as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Corporation are incorporated herein by reference:

(1) the Corporation’s annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on March 31, 2021;

(2) the description of the Corporation’s common shares contained in the Corporation’s Amended Registration Statement on Form 8-A/A filed with the Commission on March 19, 2004.

To the extent designated therein, certain Reports on Form 6-K and all documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement but prior to the filing of a post-effective amendment which indicates that all remaining securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents, except for information that would constitute a non-GAAP financial measure subject to the rules and regulations of the Commission.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Aurélien Hamelle, General Counsel to the Corporation, has given his opinion about certain legal matters affecting the securities registered under this registration statement. Mr. Hamelle owns, or may have the right to acquire, the Registrant’s Shares and/or American Depository Shares.

Item 6. Indemnification of Directors and Officers.

The Corporation maintains liability insurance for directors and officers including insurance against liabilities under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Index

Exhibit Number	Description
4.1	Articles of Association (Statuts) of the Corporation (incorporated by reference to Exhibit 1 to the Corporation’s Annual Report on Form 20-F for the year ended December 31, 2020 filed on March 31, 2021)
4.2	Resolutions approved by the shareholders of the Corporation on May 29, 2020
5.1	Opinion of Aurélien Hamelle, General Counsel to the Corporation
23.1	Consent of Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., independent registered public accounting firms
23.2	Consent of Aurelien Hamelle, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1)
23.3	Consent of DeGolyer and MacNaughton
24.1	Power of Attorney

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on April 23, 2021.

TOTAL SE
By:	/s/Jean-Pierre SBRAIRE
Title:	Chief Financial Officer
Name:	Jean-Pierre SBRAIRE
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on April 23, 2021, by the following persons in the capacities indicated.

Signatures	Title
Patrick POUYANNE*	Chairman and Chief Executive Officer
Patrick Pouyanné	(Principal Executive Officer)
PATRICK ARTUS*	Director
Patrick Artus
	Director
Patricia Barbizet
	Director
Marie-Christine Coisne-Roquette
Jérôme CONTAMINE*	Director
Jérôme Contamine
Lise CROTEAU*	Director
Lise Croteau
Mark CUTIFANI*	Director
Mark Cutifani
	Director
Valérie Della Puppa Tibi
Romain GARCIA-IVALDI*	Director
Romain Garcia-Ivaldi
	Director
Maria Van Der Hoeven

Anne-Marie IDRAC*	Director
Anne-Marie IDRAC
Jean LEMIERRE*	Director
Jean Lemierre
Angel POBO*	Director
Angel Pobo
/s/ Jean-Pierre SBRAIRE	Chief Financial Officer
Jean-Pierre SBRAIRE	(Principal Financial Officer)
Frédéric AGNES*	Chief Accounting Officer
Frédéric Agnès	(Principal Accounting Officer)
Robert O. HAMMOND*	Authorized Representative in the United States
Robert O. Hammond
*By : /s/Jean-Pierre SBRAIRE	Attorney in fact
Jean-Pierre Sbraire

EX-4.2

Exhibit 4.2

TRANSLATION INTO ENGLISH OF THE EXTRACT OF THE MINUTES OF THE COMBINED SHAREHOLDERS’ MEETING ISSUED IN FRENCH. ONLY THE FRENCH VERSION PREVAILS

Twentieth resolution (Delegation of authority to the Board of Directors, for a 26-month period, to proceed with share capital increases, under the conditions provided by Articles L. 3332-18 et seq. of the French Labor Code, without shareholders’ pre-emptive subscription right, reserved for participants in a company or group savings plan)

Upon presentation of the report of the Board of Directors and the statutory auditors’ special report, and voting under the conditions of quorum and majority required for extraordinary shareholders’ meetings, pursuant to the provisions of, firstly, Articles L. 225-129 et seq., and L. 225-138-1 of the French Commercial Code, and, secondly, Articles L. 3332-1 through L. 3332-9 and Articles L. 3332-18 through L. 3332-24 of the French Labor Code, the shareholders hereby:

1° delegate to the Board of Directors, including powers of subdelegation under the conditions provided by law, the authority to decide, one or more share capital increases by way of issuance Company common shares, in such proportions and at such times it deems fit, within a maximum limit of 1.5% of the Company’s share capital as of the date of the Board of Directors decided on the issuance, it being specified that the amount of the share capital increase completed under this resolution shall be applied against the aggregate upper limit authorized under the fifteenth resolution of this Meeting;

2° reserve the subscription for the shares to be issued to employees who subscribe to the Code company or group savings plan of the Company and its affiliated French or foreign companies as defined by Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code, including the beneficiaries referred to in by Article L. 3332-2 of the French Labor Code, it being specified that this resolution may be used to implement leverage transactions;

3° authorize the Board of Directors to grant shares to the above-mentioned beneficiaries of existing Company shares or shares to be issued:

- by way of an employee contribution, within the limits of Article L. 3332-21 et seq. of the French Labor Code, and/or

- in lieu of or any part of the discount referred to in paragraph 5° of this resolution, it being understood that the benefit resulting from this allocation may not exceed the legal or regulatory limits pursuant to Article L. 3332-21 of the French Labor Code

4° decide to waive for the benefit of the beneficiaries referred to in paragraph 2° of this resolution, the shareholders’ pre-emptive subscription right to the shares issued under this resolution and to waive any rights to common shares, the shareholders further waive, in the case of a grant of shares pursuant to paragraph 3° of this resolution, any rights to such shares including the portion of reserves, surpluses or premiums that may be incorporated into Company’s share capital;

5° decide that the subscription price of the new shares shall be no less than the average of the closing prices quoted during the 20 trading sessions preceding the date of the Board of Directors decision establishing the opening date of subscriptions, less a 20% discount;

6° decide that the Board of Directors shall have all powers, including powers of sub-delegation, in accordance with the terms and conditions provided by law, in order to implement this resolution and, in particular, to:

- determine all terms and conditions of the capital increases, set the periods, terms and conditions of the issuances that would be realized under this resolution;

- define the opening and closing of subscriptions periods, the price, the date of the beginning of dividend rights, the conditions of payment of shares, and agree to any late payment;

- if it deems such action appropriate, allocate costs and fees arising from the issuances to the corresponding premium amount and deduct from this amount sums required to raise the legal reserve to one-tenth of the new capital after each issuance; and

- more generally, to take all necessary measures and to conclude any and all agreements or contracts to effect the closing of an issuance, to carry out any and all formalities to effect the related share capital increase or increases, to amend the bylaws accordingly, and to carry out any and all formalities for the admission to trading of the shares issued.

7° acknowledge that this delegation supersedes the unused portion of any previous delegation with the same purpose.

This delegation is granted to the Board of Directors for a 26-month period from the date of this Meeting.

This resolution is adopted.

EX-5.1

Exhibit 5.1

  TOTAL SE Tour Coupole 2, place Jean Millier Arche Nord Coupole/Regnault 92078 Paris La Défense Cedex France   La Défense, April 23, 2021  

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

I am the General Counsel of TOTAL SE (the “Corporation”), and have directly supervised counsel for the Corporation in connection with the filing of a registration statement on Form S-8 with exhibits thereto (the “Registration Statement”) by the Corporation under the Securities Act of 1933, as amended, and the rules and regulations thereunder, for registration of up to 1,900,000 shares, par value 2.50 euros per share, of the Corporation (the “Shares”). The Shares are issuable to employees of the Corporation and its subsidiaries participating in the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan (the “Plan”).

I am familiar with the preparation of the Registration Statement and have made such further investigation, either directly or through counsel acting under my direct supervision, as I have deemed pertinent and necessary as a basis for this opinion.

Based upon, and subject to, the foregoing, it is my opinion that the Shares are duly authorized and, when issued in accordance with the terms of the Plan, and upon compliance with applicable securities laws, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Aurélien HAMELLE

Aurélien Hamelle

General Counsel

EX-23.1

Exhibit 23.1

KPMG Audit A division of KPMG S.A.

2, Avenue Gambetta CS60055 – 92066 Paris La Défense
France ERNST & YOUNG Audit 1/2, place des Saisons 92400 Courbevoie Paris–La Défense 1

TOTAL SE

Consent of Independent
Registered Public Accounting
Firms

TOTAL SE

2, place Jean Millier - La Défense 6
92400 Courbevoie

This report contains 2 pages

1

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan of:

(i)

our report dated March 17, 2021, with respect to the consolidated balance sheets of TOTAL SE and its subsidiaries as of December 31, 2020, 2019 and 2018, and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31, 2020, and the related notes (our report thereon refers to the change in TOTAL SE’s method of accounting for leases on January 1, 2019, due to the adoption of IFRS 16 “Leases”), and

(ii)

our report dated March 17, 2021, with respect to the effectiveness of TOTAL SE and its subsidiaries’ internal control over financial reporting as of December 31, 2020,

which reports appear in the Annual Report on Form 20-F of TOTAL SE for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 31, 2021, and to the reference to our firms under the heading “Selected Financial Data” in such Annual Report.

Paris-La Défense, April 23, 2021

KPMG Audit	ERNST & YOUNG Audit
A division of KPMG S.A.
Represented by

/s/ JACQUES-FRANÇOIS LETHU	/s/ ERIC JACQUET	/s/ ERNST & YOUNG Audit
Jacques-François Lethu	Eric Jacquet
Partner	Partner

EX-23.3

EXHIBIT 23.3

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

April 23, 2021

TOTAL SE

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan of our report of third party dated January 20, 2021, concerning our estimates of the net proved oil, condensate, and gas reserves, as of December 31, 2020, of certain fields attributable to or controlled by PAO Novatek, which is included as Exhibit 15.3 to the Annual Report on Form 20-F of TOTAL SE for the year ended December 31, 2020, filed with the United States Securities and Exchange Commission on March 31, 2021, and to the references to our firm contained in the sections entitled “Assessment process for reserves” and “Statements by experts” in such Annual Report.

Very truly yours,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints any person listed below or Jean-Pierre Sbraire, Chief Financial Officer of TOTAL SE, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, to act, without any other, for him or her and in his or her name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 (including under any other appropriate Form) of TOTAL SE, a French societas europaea, and any or all amendments (including post-effective amendments) thereto, relating to the registration under the U.S. Securities Act of 1933, as amended, of common shares, nominal value 2.50 euros each, of TOTAL SE that may be issued pursuant to the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, or any state regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection with the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the dates noted below.

Date: April 15, 2021	By:	/s/ Patrick Pouyanné
	Name:	Patrick Pouyanné
	Title:	Chairman and Chief Executive Officer
Date: April 16, 2021	By:	/s/ Patrick Artus
	Name:	Patrick Artus
	Title:	Director
Date: ______________________, 2021	By:
	Name:	Patricia Barbizet
	Title:	Director
Date: ______________________, 2021	By:
	Name:	Marie-Christine Coisne-Roquette
	Title:	Director
Date: April 15, 2021	By:	/s/ Jérôme Contamine
	Name:	Jérôme Contamine
	Title:	Director
Date: April 16, 2021	By:	/s/ Lise Croteau
	Name:	Lise Croteau
	Title:	Director
Date: April 16, 2021	By:	/s/ Mark Cutifani
	Name:	Mark Cutifani
	Title:	Director
Date: ______________________, 2021	By:
	Name:	Valérie Della Puppa Tibi
	Title:	Director
Date: April 16, 2021	By:	/s/ Romain Garcia-Ivaldi
	Name:	Romain Garcia-Ivaldi
	Title	Director

[Signature page of Form S-8 Power of Attorney TOTAL SE]

Date: ______________________, 2021	By:
	Name:	Maria van der Hoeven
	Title:	Director
Date: April 16, 2021	By:	/s/ Anne-Marie Idrac
	Name:	Anne-Marie Idrac
	Title:	Director
Date: April 16, 2021	By:	/s/ Jean Lemierre
	Name:	Jean Lemierre
	Title:	Director
Date: April 22, 2021	By:	/s/ Angel Pobo
	Name:	Angel Pobo
	Title:	Director

Date: April 19, 2021	By:	/s/ Frédéric Agnès
	Name:	Frédéric Agnès
	Title:	Chief Accounting Officer
Date: April 20, 2021	By:	/s/ Robert O. Hammond
	Name:	Robert O. Hammond
	Title:	Authorized Representative in the United States

[Signature page of Form S-8 Power of Attorney TOTAL SE]