S-8

As filed with the Securities and Exchange Commission on April 13, 2022 

Registration No. 333- 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933 

TotalEnergies 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)

TotalEnergies Holdings USA, Inc. 

2022 Employee Shareholder Plan 

(Full Title of the Plan)

Ms. Elizabeth Matthews 

TotalEnergies 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.¨

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 TotalEnergies SE, a European company (Societas Europaea or SE) organized under the laws of the Republic of France (the “Corporation” or “Registrant”), regarding the TotalEnergies Holdings USA, Inc. 2022 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, 2021, filed with the Commission on March 25, 2022;

(2) the description of the Corporation’s shares contained in Exhibit 2.2 to the Registrant’s annual report on Form 20-F filed with the Commission on March 25, 2022.

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; provided, however, that information deemed to have been furnished and not filed shall not be deemed to be incorporated by reference into this registration statement.

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 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, 2021 filed on March 25, 2022)
4.2*	Resolutions approved by the shareholders of the Corporation on May 28, 2021
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
107*	Filing Fee Table

* Filed herewith.

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 13, 2022.

TotalEnergies SE

By :	/s/Jean-Pierre SBRAIRE
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 13, 2022, by the following persons in the capacities indicated.

Signatures Title

*	Chairman and Chief Executive Officer
Patrick Pouyanné	(Principal Executive Officer)
*	Director
Jacques Aschenbroich
	Director
Patricia Barbizet
*	Director
Marie-Christine Coisne-Roquette
*	Director
Jérôme Contamine
*	Director
Lise Croteau
*	Director
Mark Cutifani
*	Director
Valérie Della Puppa Tibi
*	Director
Romain Garcia-Ivaldi
*	Director
Maria Van Der Hoeven
*	Director
Glenn Hubbard
	Director
Anne-Marie Idrac

*	Director
Jean Lemierre
	Director
Angel Pobo
/s/Jean-Pierre SBRAIRE	Chief Financial Officer
Jean-Pierre Sbraire	(Principal Financial Officer)
*	Chief Accounting Officer
Frédéric Agnès	(Principal Accounting Officer)
*	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

Seventeenth resolution

(Delegation of authority granted to the Board of Directors, for a period of twenty-six months, for the purpose of carrying out, in accordance with the terms and conditions set out in Articles L. 3332−18 et seq. of the French Labor Code, capital increases, with removal of shareholders’ pre-emptive subscription rights, reserved for members of a company or group savings plan)

Voting under the conditions of quorum and majority required for Extraordinary Shareholders’ Meetings, upon presentation of the report of the Board of Directors and the special report of the statutory auditors, in accordance with the provisions, firstly, of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code, and, secondly, Articles L. 3332-1 to L. 3332-9 and L. 3332-18 to L. 3332-24 of the French Labor Code, the shareholders hereby:

1° delegate its authority to the Board of Directors, with the right to sub-delegate according to the conditions provided for by law, for the purpose of deciding one or several capital increases through the issue of ordinary shares of the Company, in the proportions and at the periods that it shall see fit, by an amount not exceeding 1.5% of the share capital outstanding on the date of the Board of Directors’ meeting at which a decision to proceed with an issue is made, it being specified that the amount of share capital issued in accordance with this resolution shall be offset against the aggregate ceiling for capital increases authorized under the fifteenth resolution of the Extraordinary Shareholders’ Meeting on May 29, 2020 or, as the case may be, against the ceiling provided by a resolution of the same kind which could possibly supersedes that fifteenth resolution during the validity period of the authorization;

2° reserve the subscription of shares to be issued for members of a company or group savings plan of the Company and French or foreign affiliates within the meaning of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code, including the members mentioned in Article L. 3332-2 of the French Labor Code, it being specified that this resolution may be used to implement leverage formulas;

3° authorize the Board of Directors to award the beneficiaries referred above existing shares or shares to be issued:

- as a supplement, within the limits set out in Articles L. 3332-11 et seq. of the French Labor Code; and/or

- as a substitute for all or part of the discount referred to in paragraph 5° of this resolution, it being understood that the benefit resulting from this award may not exceed the legal or regulatory limits pursuant to Article L. 3332-21 of the French Labor Code;

4° decide to remove, in favor of the beneficiaries mentioned in paragraph 2° of this resolution, shareholders’ pre-emptive subscription rights for the shares issued in accordance with this resolution and to waive any right to ordinary shares, with shareholders also waiving, in the case of share grants in accordance with paragraph 3° of this resolution, any right to the said shares including the shares resulting from reserves, earnings or additional paid-in capital incorporated in the Company’s capital;

5° decide that the subscription price for new shares may not be less than the average of the last quoted prices during the twenty trading sessions preceding the date of the Board of Directors’ decision setting the subscription opening date, with a 20% discount;

6° decide that the Board of Directors shall have full powers, with the right to sub-delegate, according to the conditions provided for by law, to implement this resolution and, in particular, to:

• set the terms and conditions of the capital increases and decide on the dates, terms and conditions of the issues carried out in accordance with this resolution,

• set the opening and closing dates of subscriptions, the price, the dividend entitlement date for shares issued, the procedures for the paying-up of shares, agree timeframes for them to be paid up,

• charge, if it deems appropriate, the costs, duties and fees generated by the issues against the amount of the corresponding premiums and, if necessary, deduct from this amount the sums necessary to take the legal reserve to one tenth of the new share capital after each issue, and

• more generally, take all useful and necessary measures and conclude all agreements or contracts to effect the closing the increases contemplated, carry out any and all formalities for purposes of duly recording the capital increase or increases, amend the articles of association accordingly, and carry out any and all formalities required for the admission to list the issued shares;

7° acknowledge that this delegation renders ineffective, up to the unused portion, any previous delegation having the same purpose.

This delegation is granted to the Board of Directors for a period of twenty-six months from the date of this Meeting.

EX-5.1

Exhibit 5.1

 

April 13, 2022

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

I am the General Counsel of TotalEnergies 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 TotalEnergies Holdings USA, Inc. 2022 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

Adresse postale : 2 place Jean Millier - Arche Nord Coupole/Regnault

92078 Paris La Défense Cedex - T. : +33 (0)1 47 44 45 46

TotalEnergies SE

Société Européenne au capital de 6 524 409 507,50 euros

Siège social : 2 place Jean Millier - La Défense 6 - 92400 Courbevoie - France — 542 051 180 RCS NANTERRE

EX-23.1

Exhibit 23.1

KPMG Audit A division of KPMG S.A. Tour EQHO 2 avenue Gambetta CS 60055 92066 Paris La Défense Cedex S.A. au capital de €5 497 100 775 726 417 R.C.S. Nanterre       Commissaire aux Comptes Membre de la compagnie régionale de Versailles et du Centre ERNST & YOUNG Audit 1/2, place des Saisons 92400 Courbevoie - Paris-La Défense 1 France SAS à capital variable 344 366 315 R.C.S Nanterre         Commissaire aux comptes Membre de la compagnie régionale de Versailles et du Centre

Consent of Independent Registered Public Accounting Firms

We consent to the use of our reports dated March 16, 2022 included in TotalEnergies SE’s Annual Report (Form 20-F) for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission on March 25, 2022, with respect to the consolidated financial statements of TotalEnergies SE and the effectiveness of internal control over financial reporting of TotalEnergies SE, and incorporated by reference in this Registration Statement (Form S-8) pertaining to the TotalEnergies Holdings USA, Inc. 2022 Employee Shareholder Plan.

Paris, La Défense, April 13, 2022

KPMG Audit A division of KPMG S.A.		ERNST & YOUNG Audit
Represented by
/s/Jacques-François Lethu	/s/ Eric Jacquet	/s/ ERNST & YOUNG Audit
Jacques-François, Georges, Marie Lethu	Eric, Valery, Jean-Yves Jacquet
Partner	Partner

EX-23.3

Exhibit 23.3

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

April 13, 2022

TotalEnergies 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 TotalEnergies Holdings USA, Inc. 2022 Employee Shareholder Plan of our third-party report dated January 19, 2022, concerning our estimates, as of December 31, 2021, of the net proved oil, condensate, and gas reserves 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 TotalEnergies SE for the year ended December 31, 2021, filed with the United States Securities and Exchange Commission on March 25, 2022 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 TotalEnergies 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 TotalEnergies 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 TotalEnergies SE that may be issued pursuant to the TotalEnergies Holdings USA, Inc. 2022 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]

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

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

Date:	March 31, 2022	By:	/s/ Patrick Pouyanné
		Name:	Patrick Pouyanné
		Title:	Chairman and Chief Executive Officer

Date:	April 8, 2022	By:	/s/ Jacques Aschenbroich
		Name:	Jacques Aschenbroich
		Title:	Director

Date:	, 2022	By:
		Name:	Patricia Barbizet
		Title:	Director

Date:	April 4, 2022	By:	/s/ Marie-Christine Coisne-Roquette
		Name:	Marie-Christine Coisne-Roquette
		Title:	Director

Date:	April 4, 2022	By:	/s/ Jérôme Contamine
		Name:	Jérôme Contamine
		Title:	Director

Date:	April 4, 2022	By:	/s/ Lise Croteau
		Name:	Lise Croteau
		Title:	Director

Date:	April 5, 2022	By:	/s/ Mark Cutifani
		Name:	Mark Cutifani
		Title:	Director

Date:	April 5, 2022	By:	/s/ Valérie Della Puppa Tibi
		Name:	Valérie Della Puppa Tibi
		Title:	Director

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

Date:	April 4, 2022	By:	/s/ Romain Garcia-Ivaldi
		Name:	Romain Garcia-Ivaldi
		Title:	Director

Date:	April 4, 2022	By:	/s/ Maria van der Hoeven
		Name:	Maria van der Hoeven
		Title:	Director

Date:	April 4, 2022	By:	/s/ Glenn Hubbard
		Name:	Glenn Hubbard
		Title:	Director

Date:	, 2022	By:
		Name:	Anne-Marie Idrac
		Title:	Director

Date:	April 4, 2022	By:	/s/ Jean Lemierre
		Name:	Jean Lemierre
		Title:	Director

Date:	, 2022	By:
		Name:	Angel Pobo
		Title:	Director

Date:	April 5, 2022	By:	/s/ Frédéric Agnès
		Name:	Frédéric Agnès
		Title:	Chief Accounting Officer

Date:	April 11, 2022	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 TotalEnergies SE]

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

TotalEnergies SE

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(2)		Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Shares, par value 2.50 euros per share	Other(3)		1,900,000	$49.22	$93,518,000	$0.0000927	$8,669.12
Total Fee Offset								$7,771.61	(4)
Net Fee Due								$897.51

(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 TotalEnergies Holdings USA, Inc. 2022 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 Rules 457(c) and 457(h) 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 7, 2022, which date is within five business days prior to filing this Registration Statement.
(4)	See “Table 2: Fee Offset Claims and Sources” to this Exhibit 107 for information related to the fee offset.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
	Rule 457(p)
Fee Offset Claims(1)	TotalEnergies SE	S-8	333-255455	April 23, 2021		$7,771.61	Equity	Shares, par value 2.50 euros per share	1,566,611	$71,233,802
Fee Offset Sources	TotalEnergies SE	S-8	333-255455		April 23, 2021						$9,425.48(1)

(1) 1,566,611 Shares under the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan (“2021 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 Form S-8 registration statement (Registration No. 333- 255455), filed on April 23, 2021 (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, as amended, the registrant is offsetting the registration fee due under this registration statement by $7,771.61, which represents the portion of the registration fee previously paid with respect to $71,233,802 of unsold securities previously registered on the Prior Registration Statement. The fees paid with respect to the Prior Registration Statement were offset from previous registration statements filed by the Registrant, which were subsequently removed from registration pursuant to posteffective amendments.