EXHIBIT 24.2

POWER OF ATTORNEY

Reference is hereby made to the registration by Total Capital under the U.S. Securities Act of 1933, as amended, of debt securities guaranteed by TOTAL SE to be issued, from time to time, by Total Capital (the “Securities”). Such Securities will be registered on a registration statement on Form F-3 (the “Registration Statement”), and filed with the United States Securities and Exchange Commission (the “SEC”).

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints any person listed below or Antoine Larenaudie, Group Treasurer of TOTAL SE, as his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign the Registration Statement, any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact full power and authority, with the power of substitution, to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his or her 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: March 31, 2021	By	/s/ Eric Bozec
		Eric BOZEC
		Chairman and Chief Executive Officer (Principal
		Executive Officer), Director
Date: March 29, 2021	By:	/s/ Frédéric Agnes
		Frédéric AGNES
		Chief Accounting Officer (Principal Financial
		and Accounting Officer), Director
Date: April 22, 2021	By:	/s/ Herve Jaskulke
		Hervé JASKULKE
		Director
Date: April 26, 2021	By:	/s/ Jean-pierre Sbraire
		Jean-Pierre SBRAIRE
		Director
	By:	/s/ Robert O. Hammond
Date: March 26, 2021		Robert O. HAMMOND
		Authorized Representative in the United States

[Signature page of Form F-3 Power of Attorney – Total Capital]