S-8

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

TotalEnergies SE Free Share Plan
(Full Title of the Plan)    

Jean-Pierre Sbraire

Chief Financial Officer

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

Fax: +33 (0)1 47 44 49 44

(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 SE Free Share 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, 2023, filed with the Commission on March 29, 2024;

(2)  the Corporation’s Report on Form 6-K, furnished to the SEC on April 26, 2024;

(3)  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 29, 2024.

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 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.

Nolwenn Delaunay, General Counsel to the Corporation, has given her opinion about certain legal matters affecting the securities registered under this registration statement. Nolwenn Delaunay 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, 2023 filed on March 29, 2024)
4.2*	Resolutions approved by the shareholders of the Corporation on May 26, 2023
5.1*	Opinion of Nolwenn Delaunay, General Counsel to the Corporation
23.1*	Consent of Ernst & Young Audit and PricewaterhouseCoopers Audit, independent registered public accounting firms
23.2*	Consent of Nolwenn Delaunay, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1)
23.3*	Consent of Ernst & Young Audit and KPMG Audit, a division of KPMG S.A., independent registered public accounting firms
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 June 27, 2024.

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 May 24, 2024, by the following persons in the capacities indicated.

Signatures	Title
*	Chairman and Chief Executive Officer
Patrick Pouyanné	(Principal Executive Officer)
*	Director
Jacques Aschenbroich
	Director
Marie-Christine Coisne-Roquette
*	Director
Lise Croteau
*	Director
Mark Cutifani
*	Director
Romain Garcia-Ivaldi
*	Director
Maria van der Hoeven
*	Director
Glenn Hubbard
*	Director
Anne-Marie Idrac
*	Director
Emma de Jonge
*	Director
Anelise Lara
*	Director
Jean Lemierre
*	Director
Dierk Paskert
*	Director
Angel Pobo
/s/Jean-Pierre SBRAIRE	Chief Financial Officer
Jean-Pierre Sbraire	(Principal Financial Officer)
*	Chief Accounting Officer
Elodie Tilmant	(Principal Accounting Officer)
*	Authorized Representative in the United States
Jeanine Wai

*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.

TotalEnergies SE

European company with a share capital of 6 225 655 060,00 euros 

Registered Office: 2 place Jean Millier

La Défense 6 - 92400 Courbevoie - France

Nanterre Trade and Companies Register 542 051 180

(the « Company ») 

COMBINED SHAREHOLDERS’ MEETING

ON MAY 26, 2023

MINUTES

(Extract)

On Friday May 26, 2023 at 10 a.m.,

the shareholders of TotalEnergies SE, a European company with a share capital of 6 225 655 060,00 euros whose registered office is located at 2 place Jean Millier - La Défense 6 - 92400 Courbevoie - France,

all named and domiciled in the attendance sheet mentioned below,

met in a Combined Shareholders’ Meeting (ordinary and extraordinary) at the Salle Pleyel, 252 rue du Faubourg Saint-Honoré in Paris (8th),

upon convocation by the Board of Directors following, on the one hand, a notice published in the “Bulletin des annonces légales obligatoires” of March 24, 2023, and, on the other hand, in the “Petites Affiches” of May 5, 2023, in accordance with article R. 225-67 of the French Commercial Code.

1 – Composition

The Shareholders’ Meeting elects its officers:

Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, shall chair the Meeting.

In accordance with the provisions of article R. 225-101 of the French Commercial Code, the FCPE TotalEnergies Actionnariat France represented by Mr. Olivier Fouché and the company Amundi represented by Mrs. Hélène Champollion, shareholders of the Company with the largest number of votes and having accepted this function, were appointed as voting officers.

The Bureau being thus duly constituted, the Chairman and the scrutineers appointed as Secretary Mr. Jean-Pierre Sbraire, Chief Financial Officer of the Company.

The Chairman then declared the meeting open.

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

Fifteenth resolution

(Delegation of authority to the Board of Directors, for a period of thirty-eight months, to grant Company free shares, existing or to be issued, for the benefit of the Company’s employees and executive directors, or some of them, which imply the waiver by shareholders of their pre-emptive subscription right for shares to be issued)

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 of Articles L. 225-129-1, L. 225-197-1 et seq. and L. 22-10-59 of the French Commercial Code, the shareholders:

1° authorize the Board of Directors to grant free shares of the Company, existing or to be issued, on one or multiple occasions, in such proportions and at such times it shall deem fit, to beneficiaries that it shall define among the employees and executive directors (“dirigeants mandataires sociaux”) of the Company or group companies affiliated to the Company pursuant to Article L. 225-197-2 of the French Commercial Code and in accordance with the terms defined below;

2° decide that the Board of Directors shall determine the beneficiaries of such grants, the number of shares to be granted to each beneficiary, as well as the terms and, if applicable, the criteria for share grants;

3° decide that the maximum number of shares granted under this resolution shall not represent more than 1% of the Company’s share capital existing as of the date when the Board of Directors resolves on the share grant;

4° decide that the maximum number of shares granted under this resolution to the executive directors (“dirigeants mandataires sociaux”) of the Company shall not exceed 0.015% of the Company’s share capital existing as of the date when Board resolves on the share grant;

5° decide that, with regard to the Company’s executive directors, the definitive grant of all shares shall be subject to a presence condition within the Company and to the fulfillment of performance conditions to be:

(i) set by the Board of Directors based on several criteria including at least (a) the Total Shareholder Return of the Company compared to that of its peers, (b) the annual variation in the Company’s net cash flow per share expressed in US dollar compared to that of its peers, and (c) the evolution in methane emissions from operated facilities, together the “Performance Conditions”, and

(ii) assessed over a minimum period of three consecutive fiscal years;

6° decide that, with regard to the Company’s executives, the definitive grant of all shares shall be subject to a presence condition within the Company and the fulfillment of performance conditions, with the exception of shares allocated to employees of the Company under worldwide plans or allocated to employees of the Company and non-executive directors (“mandataires sociaux”) who have subscribed to Company shares as part of a capital increase carried out pursuant to the sixteenth resolution of this Shareholders’ Meeting or subsequent resolutions with the same purpose which could possibly succeed this sixteenth resolution during the validity period of the authorization covered by this resolution. These performance conditions shall be (i) set by the Board of Directors based on several criteria, including at least the Performance Conditions mentioned in paragraph 5° (i) above, and (ii) assessed over a minimum period of three consecutive fiscal years;

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

7° decide that the definitive grant of all or some of the shares to other beneficiaries shall be subject to a presence condition within the Company, and may also be subject to fulfillment of performance conditions that shall be assessed over a minimum period of three consecutive fiscal years;

8° decide that the grant of shares to their beneficiaries shall be definitive at the end of a vesting period of at least of three years;

9° authorize the Board of Directors to provide for the definitive grant of shares prior to the end of the vesting period as well as to permit the free transfer of these shares in the event the beneficiary has a disability corresponding to the second or third categories defined by Article L. 341-4 of the French Social Security Code;

10° authorize the Board of Directors to proceed with one or more capital increases by means of the capitalization of premiums, reserves or surpluses in order to grant shares under the conditions provided in this resolution and acknowledge that, where the shares to be issued are granted, this authorization shall imply that shareholders waive their pre-emptive subscription rights in favor of the beneficiaries of the shares that have been granted pursuant to this resolution, and the corresponding capital increase being definitively completed solely by virtue of the definitive grant of the shares to the beneficiaries;

11° decide that the Board of Directors shall have all powers, including the power of sub-delegation, in accordance with the terms and conditions provided by law, to implement this authorization as permitted by law, in order to:

− determine whether to grant existing Company shares or shares to be issued,

− determine, in compliance with laws and regulations as of the date of the transactions contemplated and within the limit of this resolution, all the terms relating to the grant of shares, in particular the conditions under which such shares shall be granted (especially the presence and performance conditions), the categories of beneficiaries, the beneficiaries and the number of shares granted to each of them and the grant date, ,

− if applicable, increase the share capital by incorporating reserves or issuance premiums in order to issue and grant shares of the Company pursuant to this resolution and allocate, if applicable, the sums required to pay up the shares from the reserves, surpluses or issuance premium at its election,

− adjust, during the vesting period, if it deems necessary, the number of shares granted in order to protect the rights of the beneficiaries, in compliance with the laws and regulations in force as of the date of the transactions contemplated, based on potential Company equity transactions provided by law, it being specified that the shares, granted further of these adjustments, shall be deemed granted on the same date as that of the initial share grant; and

− more generally, take all useful and necessary measures and conclude any and all agreements or contracts to effect the closing of the transactions contemplated, as the case may be, to carry out any and all formalities to effect the share capital increases subsequent to the definitive grant of Company shares, to amend the articles of association accordingly, and to carry out any and all formalities required for the admission to list the issued shares;

12° acknowledge that this authorization renders ineffective, up to the unused portion, any previous authorization with the same purpose.

This authorization is granted to the Board of Directors for a period of thirty-eight months from the date of this Meeting.

This resolution is adopted.

EX-5.1

Exhibit 5.1

 

June 27, 2024

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 718,080 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 SE Free Share 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/ Nolwenn Delaunay

Nolwenn Delaunay

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 5 967 116 185,00 euros

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

EX-23.1

Exhibit 23.1

TotalEnergies SE

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the TotalEnergies SE Free Share Plan of our reports dated March 28, 2024, with respect to the consolidated financial statements of TotalEnergies SE and subsidiaries and the effectiveness of internal control over financial reporting of TotalEnergies SE and subsidiaries, included in TotalEnergies SE’s Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

Neuilly-sur-Seine and Paris-La Défense, France

June 27, 2024

/s/ PricewaterhouseCoopers Audit	/s/ ERNST & YOUNG Audit
PricewaterhouseCoopers Audit	ERNST & YOUNG Audit

EX-23.3

Exhibit 23.3

TotalEnergies SE

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the TotalEnergies SE Free Share Plan of our report dated March 16, 2022, with respect to the consolidated financial statements of TotalEnergies SE and subsidiaries as of and for the year ended December 31, 2021, before the effects of the adjustments to retrospectively reflect the change in segment composition, and present the details of the adjustment items to net operating income, as described in Note 3, included in TotalEnergies SE’s Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

Paris-La Défense, France

June 27, 2024

KPMG S.A. Represented by	ERNST & YOUNG Audit
/s/ Pierre, Antoine Duffaud	/s/ ERNST & YOUNG Audit
Pierre, Antoine Duffaud Partner
/s/ Bertrand, Auguste, Hélen, Marie de Nucé de Lamothe
Bertrand, Auguste, Hélen, Marie de Nucé de Lamothe Partner

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 SE Worldwide Free Share 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:	May 23, 2024	By:	/s/ Patrick Pouyanné
		Name:	Patrick Pouyanné
		Title:	Chairman and Chief Executive Officer

Date:	May 23, 2024	By:	/s/ Jacques Aschenbroich
		Name:	Jacques Aschenbroich
		Title:	Director

Date:	By:
	Name:	Marie-Christine Coisne-Roquette
	Title:	Director

Date:	May 23, 2024	By:	/s/ Lise Croteau
		Name:	Lise Croteau
		Title:	Director

Date:	May 23, 2024	By:	/s/ Mark Cutifani
		Name:	Mark Cutifani
		Title:	Director

Date:	May 23, 2024	By:	/s/ Romain Garcia-Ivaldi
		Name:	Romain Garcia-Ivaldi
		Title:	Director

Date:	May 23, 2024	By:	/s/ Maria van der Hoeven
		Name:	Maria van der Hoeven
		Title:	Director

Date:	May 23, 2024	By:	/s/ Glenn Hubbard
		Name:	Glenn Hubbard
		Title:	Director

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

Date:	May 23, 2024	By:	/s/ Anne-Marie Idrac
		Name:	Anne-Marie Idrac
		Title:	Director

Date:	May 23, 2024	By:	/s/ Emma de Jonge
		Name:	Emma de Jonge
		Title:	Director

Date:	May 23, 2024	By:	/s/ Anelise Lara
		Name:	Anelise Lara
		Title:	Director

Date:	May 23, 2024	By:	/s/ Jean Lemierre
		Name:	Jean Lemierre
		Title:	Director

Date:	May 23, 2024	By:	/s/ Dierk Paskert
		Name:	Dierk Paskert
		Title:	Director

Date:	May 23, 2024	By:	/s/ Angel Pobo
		Name:	Angel Pobo
		Title:	Director

Date:	May 14, 2024	By:	/s/ Elodie Tilmant
		Name:	Elodie Tilmant
		Title:	Chief Accounting Officer

Date:	May 13, 2024	By:	/s/ Jeanine Wai
		Name:	Jeanine Wai
		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)	718,080	$66.69	$47,888,755.20	$0.00014760	$7,068.38
Total Fee Offset
Net Fee Due							$7,068.38

(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 SE Worldwide Free Share 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 June 20, 2024, which date is within five business days prior to filing this Registration Statement.