TotalEnergies SE (EPA:TTE)
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Apr 24, 2026, 5:36 PM CET
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AGM 2022

May 25, 2022

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Ladies and gentlemen, dear shareholders, hello. After two years during which the General Shareholders' Meeting was held with all of us, we are happy all of us to welcome you to this General Shareholders' Meeting at the Salle Pleyel. The members of your board and of the executive committee are present in the first row of this room, and I wanna thank you. By allowing the shareholders to take part in the important decisions of the company, this is a strong moment of expression of the shareholder democracy, and this matters to us. To promote it, we wanted to put the necessary means to allow you to participate remotely. You can follow it directly through its retransmission live on totalenergies.com. The shareholders who follow this live cannot participate in the vote, but they were able to vote beforehand through VOTACCESS.

We want to thank them, and we encourage you to use the system in order to promote the shareholder dialogue and to better take into account the expectations of the shareholders. You have had the possibility to send us between the 9th of May and the 20th of May questions which are not written questions as per the law. We received several, and this meeting will allow us to address a few of these questions in the limit of the time we have today. Like every year, we will dedicate significant time to answer the largest number of questions possible that you wanted to ask. For those who are present here at Salle Pleyel and for all of the questions that were posted on the platform, I also want to inform you that we have journalists present in this room.

I welcome everybody who is interested to see the shareholders, and I declare this meeting open. I will make a comment for those who are connected remotely to this meeting to say that the conditions of access to Salle Pleyel are complicated. There's a limited number of shareholders who were able to make it. Even if we're not responsible for this, I want to apologize for those who wanted to come in person who were not able to come. But the meeting can happen normally because a certain number of shareholders are present, and I am now going to proceed to the legal formalities. We are going to form the bureau of this assembly.

FCPE TotalEnergies Actionnariat France, represented by Mr. [crosstalk] Chamot, who is present, as well as Amundi, represented by Mr. Edouard Dubois, who is also present, have accepted to be the auditors of this assembly. They have the largest number of votes among the shareholders present in the room. I want to thank them, and I declare the bureau constituted. I want to nominate as Secretary, Mr. Jean-Pierre Sbraire, your CFO, who's right next to me. After the provisional vote, 28,001 shareholders are present. This represents 1,912,945,246 votes. This number of shares being superior to the legal quorum for an Ordinary and Extraordinary Shareholder Meeting. We are exceeding 68.87%.

The documents that were available on the desk and are in the hands of the secretary. The documents that are necessary in the regulation were shared with those who requested them. I want to remind you that the General Shareholders' Meeting is meeting to deliberate on the points of the agenda, which are on page four of the brochure that is made available to you at the entrance of this room. The reports are in this brochure and in the documents that are available to you. In these conditions, we are not going to read them in full. We are now going to proceed with a certain number of presentations that will show you the content of the various reports submitted to the assembly and to talk about the various topics we want to cover.

Jean-Pierre Sbraire, your CFO, will talk about the financial statements of 2021 and the beginning of 2022. Financially, in 2021, there was a rebound linked to the global recovery, and our model showed its relevance and allow us to really take full benefit of this favorable environment. The auditors will also talk about the various reports established during this, for this assembly during a video recorded. Marie-Christine Coisne-Roquette will talk about the governance of this assembly. She will talk about the board and its work and present the board members that are being renewed. Mark Cutifani, the Chair of the Compensation Committee, will also have a prerecorded segment. We prerecorded this so we could subtitle it in French. He will talk about the compensation elements for the Chairman and CEO.

I will then talk about the strategy of the company and its highlights. Before I yield the floor to the Financial Director, we are going to show a video concerning safety, which is the core value of this company at the heart of our industrial project.

Speaker 14

Le centre de formation Éoliennes de Dunkerque permet de réaliser les formations certifiantes éoliennes dans des conditions exceptionnelles, grâce notamment à notre éolienne pédagogique, grâce également à l'ensemble des moyens et des ressources pédagogiques qui sont présentes sur le centre pour les travaux en hauteur, pour la formation secouriste, pour la formation au port du harnais et également pour la formation survie en mer qui fait partie de ce référentiel GWO qui est très important pour le monde de l'éolien offshore.

La formation complète Basic Safety Training comprend 5 modules théoriques et pratiques. Le module travaux en hauteur, effectué sur l'éolienne pédagogique, a notamment pour but d'apprendre à contrôler les EPI tels que le harnais, le casque et la corde, mais également apprendre à se mettre en sécurité et mettre en sécurité ses collègues lors d'une situation menaçante en hauteur. Le module survie en mer a ensuite lieu dans un bassin d'entraînement afin d'être mis en situation d'une manière la plus réaliste possible. Pour garantir la sécurité lorsque les conditions en mer sont menaçantes, plusieurs exercices sont effectués et notamment l'entrée dans mer, le retournement et la montée dans un canot de sauvetage ainsi que l'hélitreuillage.

Cette formation est emblématique des valeurs de la compagnie. D'abord, de sa valeur sécurité et puis de l'accompagnement de nos équipes aussi à la connaissance des nouveaux domaines, à la connaissance des nouveaux métiers autour des énergies nouvelles. Prochaines étapes sur le GWO : continuer vers les batteries, notamment à Dunkerque, et vers l'hydrogène à La Mède, en capitalisant sur les nouveaux projets de la compagnie dans ces domaines. Bonjour à toutes. Bonjour à tous.

Jean-Pierre Sbraire
CFO, TotalEnergies

Good morning everyone. I have the pleasure to present you with the results of 2021 for TotalEnergies. As Patrick Pouyanné said in his introduction, 2021 was marked by a rebound of the economic activity on the global level during the second quarter of 2021, which was translated by a strong demand in oil and gas. This led to an increase in prices to exceptional levels for those concerning gas in the summer of 2021 and increased by meteorological factors. The level of prices of gas and oil has reached levels that we had in the second quarter of 2020. In this context, our multi-energy concept has shown its relevance and showed how we could fully take advantage of this favorable environment, namely in LNG and electricity, but also of course in oil, which, as you know, finances our transformation.

In 2021, the results and profitability of the company were therefore in high increase compared to 2020, a year that was struck conversely by the strong impact of the COVID crisis. The net results was at EUR 13 billion in 2021 and the profitability of the own funds reached 17% and those of average capital employed almost 14%. This shows clearly the great quality of our portfolio and our operations. All segments contributed to this performance. First of all, exploration and production, which of course benefited from a favorable environment supported by the increase in prices of oil and gas with a net adjusted result higher than $10 million. The LNG activity recorded a net adjusted result close to $6 billion.

These results rely on our LNG portfolio integrated on the global level, taking advantage of the oil and gas prices that are increasing, but also the trading activity. The Renewables & Electricity, although only at their beginning, have provided a positive contribution in terms of net adjusted results supported by the markets of electricity in Europe. The upstream was especially touched by the COVID pandemic in 2021, but high margins in petrochemicals and the return to results before the crisis for marketing and services, despite sales volumes that have decreased, led to a net adjusted result for marketing and services at $3.5 billion. Let's now move to the cash flow. In 2021, you saw the company almost made $30 billion of cash flow, almost double what we had in 2020, mainly to a strong contribution in the increasing of LNG.

The upstream production was a strong contributor of cash flow with a gross margin of almost $19 billion in 2021, with investments over the year of $6 billion upstream, therefore generating a net cash flow of $12 billion over the year. Our activity in LNG, integrated on the global level, contributed after-tax $6 billion of cash flow, which shows that the growth of our volumes and the expansion along the value LNG chain supports the activity and to a level that is structurally higher. The upstream resisted well. It added more than $3 billion cash flow to the company. In Renewables & Electricity, it contributed positively in terms of cash flow with almost $1 billion for the first time in TotalEnergies history.

In this context, we have more than doubled the EBITDA with $42 billion. Better than 2020. As you know, managing breakeven is at the heart of our sustainability. We have therefore decreased our organic cash breakeven with a dividend below $25 billion in 2021. This breakeven point helps us capture fully the environment with these higher prices. This is what we have been able to show in 2021, and this is what we will show in the accounts we will publish in the first quarter of 2022. This breakeven point will help us be resilient to disruptions of the market in the future. How have we allocated this cash flow? The cash flow we generated, these $29 billion in 2021, as defined by the Board of Directors .

In this environment, which remains volatile, we invested in a disciplined manner $13.3 billion in 2021. We were careful because of the uncertainties due to the COVID crisis. $13.3 billion of investments, this means that 45% of the $29.1 billion of gross margins were self-financed and reinvested in profitable, sustainable projects to show that TotalEnergies is a multi-energy company. We invested half of our investments to maintain the basis of our activity, the upstream in oil and downstream oil, and another part for growth in LNG and renewable electricity.

This represents 25% of our investments, therefore more than $3 billion in 2021, with namely the share of 20% in Adani Green, a developer for renewable projects in India for $2 billion at the beginning of 2021. We also invested in new decarbonated molecules, in projects to produce bio-fuels, biogas, circular economy, and plastic. On the other hand, we continued to reduce our net debt and decrease the debt ratio to 15.3% at the end of 2021. It was at 21.7% at the end of 2020. Having a solid statement is the first line of defense, since we are a company that is exposed to the price of commodities. It is therefore a clear priority that we have to reduce the debt ratio when we are at a high position in the cycle of raw materials.

We have allocated 33% of cash flow, the $29 billion I mentioned before, as return to shareholders just after the investment expenses in the form of a dividend, $8.2 billion, plus $1.5 billion of buyback shares during the fourth quarter of 2021. Let's now look at the performance per sector. First of all, upstream. TotalEnergies continues to be among the majors the hydrocarbon producer with low cost hydrocarbon producer in terms of production cost per barrel, with very low emissions in terms of CO2 per barrel produced. Since 2014, you can see we are at $5 equivalent per barrel. At the same time, the gas emissions, CO2 emissions at Scope 1 and 2 assets operated upstream were reduced to 17 kg of CO2 per oil barrel equivalent.

The mastering of operational expenses and the decrease of CO2 emissions are key indicators of efficiency and the proof of sustainability of our operations. This clearly represents an advantage that we want to keep during the years, and I will confirm that all of the TotalEnergies teams at all levels of the company are mobilized to maintain these performances. Let's now look at down—u pstream. The cash flow upstream was at $5.5 billion, an increase of 17% compared to 2021, but below the level before the crisis in 2019. Our refinery activities have suffered from a decrease of demand in oil products, especially for road fuels and air fuels in line with the lockdowns and due to the pandemic.

In Europe, the refinery margins have remained low, impacted also during the second quarter by the high cost of energy. We therefore were able to adjust things consequently and the treatment of our refineries. Petrochemistry, on the other hand, has provided very good results, taking advantage of the supporting markets in polymers using the health products and equipments for security, which were contributed to fight against COVID-19. Marketing and services saw its cash flow decrease in 2020, or had seen it in 2020 due to the sanitary crisis. In 2021, as you can see, they recovered the level before crisis at $2.6 billion. We were at $2.5 billion in 2019 before the crisis.

Thus, it is important to underline this, that in between 2019 and 2020, sales, marketing and services have gone down by 20%. This illustrates clearly the success of the strategy of selectivity and arbitration of the M&S portfolio between volumes with low margins and emissions of Scope 3. The investments upstream have established at $2.2 billion in 2021. Upstream therefore, at downstream generated $3.3 billion in cash, net cash flow 2021, which helped the company with this integrated model. Downstream to have to the net cash flow of the company and thus despite the COVID crisis. Let's now move to the integrated Gas, Renewables & Power, iGRP, and the LNG activity first. For this activity generated, as you saw, see it here on screen, a cash flow of $5.6 billion.

A leap of 75% compared to the previous year. These results rely on an LNG portfolio of the company that is integrated on the global scale. This portfolio is the fruit of development and a growth during the last years, which make TotalEnergies a world leader actor in LNG. Sales in LNG have therefore reached 42 million tons in 2021, increased of more than 20% compared to levels before COVID crisis. Thanks to this wide portfolio and integration, we are able to capture the rebounds of prices in oil and gas and fully take advantage of our trade activities. Therefore, 2021 was the proof of the growth of volumes and expansion all along the value chain, LNG value chain, that it supports the activity in a structurally higher level. Second pillar of integrated Gas, Renewables & Power.

Renewable activities and linked to electricity. The growth of the company in these activities is accelerating with investments, net investments of more than $3 billion in 2021. Therefore, we extended our global presence to 70 countries, and we added more than 10 GW of gross capacity in our renewable portfolio in 2021. Thus, at the end of 2021, our portfolio in Renewables & E lectricity reached 43 GW in capacity, 10 GW installed, 7 GW in construction, and 26 GW in development. In 2021, the performances of this activity, Renewables & Electricity, exceeded our expectations. The net production of electricity exceeded 21 TWh, a leap of 50% compared to the previous year. You can see this production is slightly ahead of our forecast.

Additionally to this strong growth in renewable energies, we benefited from the increase of electricity, flexible electricity production based on gas linked to the addition of four CCGT plants in two in France, two in Spain at the end of 2020. Of course, we also benefited from the exceptional volatility of markets that our activity, trading activity, in electricity was able to capture. The EBITDA proportional share for TotalEnergies of the Renewable & Electricity activity established at $1.4 billion in 2021. Thus 2.5x the level of the previous year and, over our expectations. This reflects the leverage effect linked to the integration we put in place and the activity that helps us take advantage of the favorable market conditions. A zoom on our performance during the first quarter, 2022.

The good performances of 2022 amplified during 2022, helped by a favorable environment and supported by the company fundamentals. The rebound of energy prices noticed during the second semester 2021 pursued during the first quarter of 2022 in the context of strong geopolitical tensions due to the war in Ukraine. The IFRS result was at $4.9 billion, with a provision of $4.1 billion concerning namely the Arctic 2 project LNG in Russia. The profitability of own capitals or average capital use established at 18% at the end of March on 12 months, over 12 months. We realized a self-financing gross margin of $11.6 billion and a free cash flow of $5.8 billion.

This helped us reduce the debt ratio of the company on March 31st, 2022, at 12.5%. This slide helps us compare our performance of TotalEnergies in 2021 with that of our peers. As you can see, TotalEnergies was number one for profitability of own capitals with 17% on 2021. We also indicated in this slide the Sustainalytics notation. The more the score is low, the more the risk is judged as weak as well. You see, we are better positioned than competition. This reflects our efforts achieved in this area along the years. In 2021, we returned 33% of this gross self-financing margin to shareholders through dividends and buybacks of shares, thus positioning us in line with our European peers and American peers.

The return to shareholders also over three years was at 12%, placing us far behind our European peers. A last point now on dividend clearly indicates the health of a company and a pillar of shareholder remuneration. The Board of Directors of TotalEnergies defined as its priorities in terms of cash flow allocation, the support of dividend through the economic cycles. Thus, the dividend wasn't reduced during the peak of the crisis in 2021, contrarily to most of our peers and a lot of companies around the world. For the year 2021, the Board of Directors suggests to establish the dividend, to set it at EUR 2.64 per share. This would represent one of the greatest yields of the CAC 40 for 2021 and an average gross yield of dividend of 5.9% over these last 10 years.

For 2022, the Board of Directors defined a policy of return to shareholders, including an increase of the provisions of dividends of 5%, taking into account the structural growth of cash flow generated by the LNG activity and the electricity activity that I mentioned before. I will now give the floor to Mr. Laurent Vitse from Ernst & Young, for him to present the different reports established by the auditors.

Laurent Vitse
EMEIA Sustainability Assurance Leader, Ernst & Young

Ladies and gentlemen, dear shareholders, it is my pleasure to present, in the name of the auditors, EY and KPMG, the reports that we've established for you. These reports, for the period of 2021, are among the documents made available to you. These are the report on the consolidated and corporate accounts of the period, the report on the regulated agreements, and the report on the potential operations. I'm now going to present the essential points of the reports on the annual and consolidated accounts. Our audit and diligence have taken into account the specificities of your company and our work, according to our professional standards, give a reasonable assurance that we have not seen any significant anomalies. Our report is presented in pages 574 to 577 of the Universal Registration Document.

We have pointed to this as well as the work we have done. In our report, we have shown the key point of the audit for the securities and the debts and the work that we've done with this. In line with the First Resolution of your assembly, we certify the corporate accounts of the period of 2021. We have no observations on the management report and the report of the board on the governance. Concerning the consolidated account, our report is shown between page 374 and page 389 of the Universal Registration Document. We've taken into account the specificities of your company in terms of activities, organization, accounting rules, and fight against corruption schemes. We regularly kept the board informed with our work.

We have presented the three key points of the audit for 2021. The first one is new this year. These points relate to the impact of the climate change and the energy transition on the financial statements in line with the resolution approved on the General Shareholders' Meeting of the 28th of May 2021, in terms of energy transition and carbon neutrality. Secondly, the evaluation of the depreciation of the non-current assets of the exploration and production activities of the EP and integrated Gas, Renewables & Power, iGRP, divisions, and to the estimate of the proven reserves and proven developed reserves of hydrocarbons for EP and for iGRP. In conclusion of our work, and in liaison with the Second Resolution of your meeting, we certify without reservations the consolidated accounts of the company that are being presented to you for the period of 2021.

The Fifth Resolution covers the regulated conventions. This is presented in page 68 of the Universal Registration Document. It clarifies the absence of such agreements. The convention for making the free premises available for Alliance United Way was already mentioned in the previous Shareholders' Meeting. In line with the resolution, we have emitted a report on the operations of the capital. We have not have any observation on the modalities and the observation in the report provided to the board. During the use of these various authorizations, in line with Resolution 17 to 22, we could establish, if the case may be, additional report to finalize these capital operations led by your board. There you have it, ladies and gentlemen. These are the summaries of our various reports for 2021. Thank you for your attention.

Je vais maintenant passer la parole à Marie-Christine Coisne-Roquette. I'm now going to give the floor to Marie-Christine Coisne-Roquette, your reference board member who's going to present the governance of your company.

Marie-Christine Coisne-Roquette
Lead Independent Director, TotalEnergies

Dear shareholders, good morning. I'm very happy to be able to be able to talk to you today after two years of not holding the general assembly behind closed doors due to COVID. All the board members are present today and therefore bringing testimony of their mobilization for the key moments in the life of this company. I do have the pleasure to present to you as a reference board member, the activities led by the board for the good governance of this company in 2021. First of all, your board has four specialized committees: Audit, Governance and Ethics, Remuneration, Strategies, and Social Responsibilities.

These committees were strongly mobilized because the board gathered nine times in 2021, with a presence rate of 100% of the board members and 18 working sessions with more than 99% of participation rate. Those participation rate are very high end, as you will realize, bringing testimony as if needed, of the very strong level of implication of the board members in this, the life of this company. My mission as a reference board member is to be the privileged spokesperson of the CEO and guarantee the well and the good functioning of governance within this body, and also participating to the relationship and the building of relationship with the board members, notably on the governance of this company. As in 2020, we held a meeting of the independent board members that I presided as a reference board member.

During that meeting, we exchanged on the strategic stakes for this company and its functioning. Coming to the composition of your board. As you know, TotalEnergies evolves in a very competitive, industry, an industry that is moving in order to answer and be up to par with all the challenges in terms of energy transition. In order to accompany this transition to a multi-energy company, your company can rely on a diverse board member in terms of gender, six women, eight men. In terms of nationalities, five nationalities are represented in this board, and a diversity of competencies and expertise, thanks to the variety of profiles of the 14 board members composing the board.

In this world where energy is vital for the development of the economies, where energy is indispensable to our day-to-day life, the expertise of board members of companies such as TotalEnergies need to cover various domains, aiming at a good understanding and a good analysis of the strategic stakes of the environment and the guidelines and the setting of guidelines for the company. This is why your board members have a varied and complete expertise. A vast majority of them in the big company, the big international companies. Another part of them having very recognized competencies in the field of energy and industry, and more than half of the board members also have a significant expertise in governance and risk management. Furthermore, many of them, of us have experience in the field of sustainable development and climate.

The board has decided to strengthen its competencies, the competencies of the members offering a training program, which is at the same time collective and individual. A last item on the composition of the board, its level of independence. As you can see on that slide, we have 82% independent members. I would like to remind you of the definition of independence. We set the limit of the mandate to a total duration of 12 years. This duration, which is compliant with the AFEP-MEDEF code, seems very appropriate to the long-term objectives in terms of energy for this company. We need continuity, we need independence and autonomy. This need of continuity within the board also leads us to suggest the renewal of mandates of Lise Croteau, here present, Jean Lemierre, here present too, and Maria van der Hoeven.

This renewal of mandate is suggested for a new period of three years. I would also like to salute the work of Ms. Valérie Della Puppa-Tibi, whose mandate as a Representative of the employees on the board comes to an end at the end of the assembly, and you will also have to designate a new board member, staff board member to replace Ms. Valérie Della Puppa-Tibi. Four candidates were suggested, and the board decided to accept the candidacy of Ms. Emma de Jonge, here present too. I had the pleasure to interview those four candidates for this position of staff board member before the board agrees and approves the candidacy of Ms. Emma de Jonge. Ms. Emma de Jonge is of Dutch citizenship, and she will make it possible for the board to have the opinion of a non-French member.

The candidacy was suggested by the common fund TotalEnergies which is the most represented fund in the shareholding of this company. The other candidate is Ms. Marina Delendik, designated by the Conseil Surveillance Commun Fond, Total Capital. Mr. Alexandre Garrot, elected a candidate by the trade — by the staff member. Ms. Agueda Marin designated as candidate by the same fund, TotalEnergies Actionnariat International Capitalisation. You will have the opportunity to hear all those candidates in a video that will be displayed after my intervention. Coming to the works of the board in the implementation of the transformation strategy of this company. Let me remind you, as you can see on the left-hand side of this chart, in May 2020, TotalEnergies announced its ambition to reach carbon neutrality by 2050, together with the company.

A year later, in May 2021, your board decided and took the initiative to submit to the approval of the general assembly a resolution linked to the ambition of your company in the field of sustainable development and energy transition towards carbon neutrality. Supporting this very strongly last year, you also indicated that you support the strategy, the transformation strategy of TotalEnergies. In our yearly seminar, your board decided to invite external people to benefit from an outside look on climate and sustainable development within this strategy. After discussing with Christiana Figueres, the former Executive Secretary of the UNFCCC, the board invited in October 2021, Mr. Fatih Birol, the Director of the International Energy Agency, IEA, to understand the net- zero scenario of this organization.

Complementing the yearly seminar, the board decided to formalize in December 2021 a program of training of the board members on climate, as indicated previously. In March last year, according to its commitment in the resolution adopted in May 2021, the board decided to adopt the strategic report, Sustainability & Climate – 2022 Progress Report. Through which it reports on the progress made by the company in the implementation of its ambition in terms of sustainable development and energy transition towards carbon neutrality. Your board therefore decided and sanctioned, following this report, to take a new initiative in terms of discussion and dialogue with the shareholders. Given a new resolution is submitted to your vote today in order to vote on this report and the progress made.

Given this question of energy transition is at the heart of the strategy of this company, the board decided such a consultation be yearly as the approval of the accounts of this company. As a reference board member, I regularly meet with shareholders to exchange on the strategy of your company. In April last year, in April this year, our discussions were fed into by the report, Sustainability & Climate Report, of which the completeness was greeted by all the people I had the opportunity to talk to. The debate on climate and energy sometimes triggers some controversy, something of the brutal stop of oil. They dream about it, but this is not desirable given the demands in terms of energy. We need to understand the opinion of the vast majority to strike the right balance in time and in topics.

The strategy of TotalEnergies is a long-term strategy, as you will certainly have understood, and it will need time to bear its fruits. The transformation of your company accelerates and our governance with all the members of the board here present, that I would like to greet, confirms it and accompanies it. Thank you very much for your attention.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

I would now like to suggest we hear the candidates of which the renewal of mandate are submitted to the vote of this general assembly. Jean Lemierre, Agueda Marin, Marina Delendik and Lise Croteau, as well as the candidates that were just presented by Marie-Christine Coisne-Roquette.

Lise Croteau
Independent Director, TotalEnergies

Ladies and gentlemen, good morning. My name is Lise Croteau. I'm Canadian. I hold a Master of Accounting, and have more than 30 years of experience in the field of renewable energies. I was CFO at Hydro-Québec, a member of the management.

I was, until May 2018, responsible for financial integrity, governance, and risk management of this major integrated company producing, manufacturing, storing and distributing electricity for whole Québec. I was elected in the General Assembly in May 2019, and I therefore thereby participates to the work of the board. The acceleration of the transformation of the becoming TotalEnergies with its clear ambitions and clear objectives in terms of renewable development and sustainable development and carbon neutrality, in line with the objectives of the company. I do have financial expertise and a strong experience in renewable energies, and I would like to ask you to vote for a second mandate as a board member of TotalEnergies to continue this transformation, which has very well started. Thank you very much for your attention and your trust.

Maria van der Hoeven
Independent Director, TotalEnergies

Dear shareholders, since 2016, I've been a member of this board member, and since 2021, I'm also presiding the Audit committee. The transparency in the ESG topics, the turnover and the transformation of this company become all the more relevant as we speak. Those are very important topics in my view. Good results are indispensable to pay dividends, but also to invest in low carbon electricity coming from gas and renewable energies. TotalEnergies has identified climate stakes a couple of years ago and incorporated in its strategic guidelines.

We have developed a vision for carbon neutrality by 2050, and being a energy stakeholder with an integrated presence on all the final products represents for TotalEnergies a major asset. It is obvious for you as shareholders, but for all the stakeholders, that the company does what it says. I am proud of your trust, and I hope I will be up to par in the three years to come.

Jean Lemierre
Independent Director, TotalEnergies

Good morning. I'm Jean Lemierre. I am the President and the Chair of the Board of BNP Paribas, and I've been a member of this board since 2016. I do take part in the strategy committee and the CSR committee. Providing good energy to the companies is an essential assignment. We have to do it respecting the sustainability objectives, among which the decarbonization, to which the board fully subscribe. TotalEnergies uses an integrated value creation model and good management and collaborators. Over the past few years, I have dedicated special attention with my colleagues to the diversification of the activities of this company to put it in full harmony with the objectives of climate change.

I would like to pursue these efforts thanks to the profits of the existing assets, this at the service of the company, the shareholders and the collaborators in a moving environment. Thank you very much for your trust and for listening to me.

Emma de Jonge
Board Member Candidate, TotalEnergies

Ladies and gentlemen, shareholders, hello. My name is Emma de Jonge. I am a Dutch citizen, and France is my home country now. I want to thank the board for having agreed to my application. As far as I'm concerned, after a few years within the IT of Capgemini, I have joined a beautiful company in 1990. I took several positions as a project manager, purchaser and internal consultant with IT. Then I was working in project management and change management in international context for operational divisions.

If you grant me your trust, I would be honored to contribute to the work of the board with my experience in the digital as a support to energy transition and to my commitment to fair transition. Thank you.

Agueda Marin Rodriguez
Board Member Candidate, TotalEnergies

Hello. My name is Agueda Marin Rodriguez. I am an employee of the company for the past 25 years. I'm currently in charge of HR division and IT systems with TotalEnergies' marketing in Spain. I am the Country Chair for the capital increase, and I'm part of the board of the employee shareholder. I am aware of the shareholder issues for TotalEnergies. I'm ready to contribute my experience as well as a novel international vision and continue my commitment to the employees and the company. Thank you.

Marina Delendik
Board Member Candidate, TotalEnergies

Hello. My name is Marina Delendik. I'm an employee of TotalEnergies for the past 13 years. I'm in charge of doing a legal intelligence on investment projects for exploration and production. I'm a specialist of corporate law, and I work with managers, HR, finances, and tax specialists. I would like to become a board member representing the employee shareholders of TotalEnergies, and I'm convinced that I would be a great board member. Thank you very much.

Alexandre Garrot
Board Member Candidate, TotalEnergies

Dear shareholders of TotalEnergies, hello. My name is Alexandre Garrot. I've been part of the company for 12 years now, and I currently work as a Senior Economist for Renewable & E lectricity. Our challenges, the challenges of the energy sectors are huge. My objective here is a dual one, to participate actively to the activities of the board in order to accelerate this transition, and on the other hand, to be the link between shareholder employees to capitalize on this transition. For this, I have my competencies to listen, to convince, and my knowledge of participative processes.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Very well. After having listened to each of the candidates explain why they wanted to be board members and why our board members wanted their mandates renewed, we're now going to listen to Mark Cutifani as Head of the Compensation Committee. Mark has recorded the sequence. Mark will speak in English, so the sequence is subtitled into French.

Mark Cutifani
Chair of Compensation Committee, TotalEnergies

Dear shareholder, since the shareholders' meeting on May 28, 2021, I've had the honor of chairing the Compensation Committee alongside Marie-Christine Coisne-Roquette and Valérie Della Puppa-Tibi. Jacques Aschenbroich will join us after this Shareholders' Meeting, and Emma de Jonge will replace Valérie to represent employees. Today, on behalf of the Board of Directors , I'm very pleased to present the company's 2021 compensation policies and the 2022 compensation policy for the Chairman and Chief Executive Officer. As I wrote to you in a letter published in our universal reference document, the role of the Compensation Committee is to examine and make recommendations to the Board of Directors concerning the compensation policies for Senior Executives. The implementation of the compensation policies for the executive committee includes the evaluation of performance for the Executive Director.

At the same time, we must make sure we maintain a direct link between business performance and executive compensation. Our Compensation Committee is committed to seeking and taking feedback from the shareholders into account in the definition and implementation of the compensation systems for the company's senior executives. This year, the Compensation Committee met three times and formulated a number of recommendations to the Board of Directors . Following the outcome of the vote on Resolution 13 at the Shareholders' Meeting on May 28, 2021, the Compensation Committee met to analyze in detail the proposed changes to the compensation policy for the new term of office of the Executive Director, giving significant consideration to the comments of the shareholders and the proxy advisors.

The Board of Directors thus decided to implement the decisions voted at the shareholders' meeting and wish to reiterate that the proposed changes to the compensation policy were intended to ensure that it reflects and rewards the achievement of the targets set, encourages over-performance, and is competitive with a panel of companies of comparable size. The key decision-making parameters considered were both fairness in terms of competitive position, while also rewarding performance while ensuring the compensation policy for the management is aligned with the interests of shareholders. The Board of Directors considered that Mr. Patrick Pouyanné is recognized as a significant leader and innovator within the industry and has demonstrated his capacity to implement the substantial and successful changes required for the company to ensure its long-term success.

TotalEnergies is now considered by the market to be one of the forerunners in the quest to deliver carbon neutrality through the implementation of a profound transformation of its business models. The targeted change is both significant and will be delivered within a relatively short timeframe. The Chairman and Chief Executive Officer proposed a bold strategy to the Board of Directors with very ambitious change targets. The implementation of this new strategy, supported by the Board of Directors, has been made possible by the solid foundations contained within a flexible organization model put in place over the last five years.

There is no doubt the progress the executive has made in positioning TotalEnergies for long-term transformation and business success. Regarding the compensation of your directors, two resolutions are submitted for your approval. Resolution number 10, on the left-hand side of the screen, concerns the approval of information relating to the 2021 compensation of directors. This amount is set for each director on the basis of his or her actual attendance at each board or committee meeting. The maximum annual compensation package was set by the Shareholders' Meeting last year at EUR 1.75 million. In accordance with the rules of attendance, the amount of the 2021 compensation was therefore EUR 1.745 million. The Resolution number 11, on the right-hand side of the screen, submits for your approval the 2022 compensation policy for the directors.

This policy, set by your board in July 2017, remains unchanged with a maximum annual amount of EUR 1.75 million. Now, let's turn to the 2021 compensation of your Chairman and Chief Executive Officer, which is composed by fixed compensation, a variable compensation, and performance shares. In 2021, the fixed compensation paid to Mr. Patrick Pouyanné amounted to EUR 1.4 million, as voted during the last Shareholders' Meeting. The variable compensation, which the payment is conditional to the approval of Resolution number 12, amounted to EUR 2.506 million. That is 179% of the annual fixed compensation out of a maximum of 180%, awarded after strict compliance of the results of the economic parameters and the evaluation of the CEO's personal contribution.

Lastly, 90,000 performance shares have been granted to the CEO subject to performance conditions. The final numbers of shares granted will depend on TotalEnergies share performance and the annual change in net cash flow per share compared to its main competitors, the organic break-even point before dividends, and the evolution in greenhouse gas emissions from TotalEnergies-operated oil and gas facilities. The final allocation of these shares will only take place in three years' time. I will now conclude this presentation with the 2022 compensation policy for the Chairman and Chief Executive Officer, which is set out in Resolution number 13, submitted for your approval. To make sure that our compensation policy is competitive, Mr. Patrick Pouyanné's compensation was reviewed, like every year, and compared with that of his competitors and with the national market.

The results of this detailed analysis, which is included further in the reference document, enabled the board to reinforce its belief that the structure and components of the proposed policy for 2022 were at the appropriate level. To this end, the Board of Directors took into consideration the size, scope, and complexity of the company's global operation in its current and projected configurations. Second, the extent of changes needed in the company's strategy, as well as any changes that will be needed to improve its competitive position. Third, market developments in general and trends in executive compensation. Also, the increasing importance of ESG challenges for the entire financial community and how the corporation needs to take into account each of these issues in its compensation structure for its executives. Shareholders' expectations and the need to obtain their support for the proposed changes.

With regard to the proposed compensation policy for the fiscal year 2022, the Compensation Committee has therefore recommended to the Board of Directors it maintains the compensation policy for the chairman and chief executive officer as approved by the Shareholders' Meeting on May 28, 2021. On this basis, the main proposed changes were a change in base salary from EUR 1.4 million to EUR 1.55 million, effective as from January 1, 2022, and for the whole duration of the term of office. It should be recalled that this increase decision was taken by the Board of Directors , taking into account that the base salary had not been reviewed since 2016.

This rise therefore corresponds to an annual increase since 2016 of approximately 1.7%, to be compared with the average pay rise budget for employees in the so-called social common scope, which is approximately 15,000 employees in France, of 2.38% per year over the same period. In addition, the Mercer benchmark showed that the positioning of the base salary at EUR 1.4 million and of the total cash compensation was slightly below the median in comparison with a panel of 24 international energy companies. A change in the variable compensation structure allowing for over-performance according to quantitative financial criteria was also included. The purpose of this change is to encourage the Chairman and Chief Executive Officer to exceed these financial targets.

However, taking into account feedback from shareholders, the Compensation Committee recommended to the Board of Directors to update some of the limits of the financial targets to ensure that they were ambitious and even overstretched for over-performance. As a reminder, the share of financial criteria remains nonetheless capped at 110% of the base salary. The variable compensation can reach a maximum of 180% of the fixed compensation, 140% based on quantifiable targets, and 40% based on qualitative criteria. It should be noted that the so-called ESG criteria, such as the steering of the strategy towards carbon neutrality, the profitable growth in Renewables & Electricity, and the CSR performance account for 39% of the CEO's variable compensation.

An increase in the number of performance shares attributable to the Chairman and CEO in fiscal years 2021, 2022, and 2023 to 90,000, 100,000, and 110,000 shares, respectively, to be better aligned with market levels and to better reconcile the interests of the Chairman and CEO and of the company's shareholders. In the same spirit, the Board of Directors, on the recommendation of the Compensation Committee, has decided, starting with the 2021 long-term compensation plan, to require the Chairman and Chief Executive Officer to hold 50% of his shares that will be definitively granted to him at the end of the vesting period in registered form until the end of his term of office. This obligation is more restrictive than the one that existed in the company previously and those observed within CAC 40.

In addition to these elements, and following requests from shareholders for greater transparency, the Board of Directors has decided to strengthen its compensation policy by providing a framework for the granting of golden hellos and by clarifying the rules for the treatment of performance shares upon the departure of the beneficiary. On behalf of the Compensation Committee, I would like to thank you for your feedback and support, which we will continue to seek in our regular reviews and improvements of our compensation policies to make sure that they are aligned with the interests of our shareholders and fully meet all legal requirements. Thank you for your attention.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Ladies and gentlemen, dear shareholders, hello. It is with pleasure that I meet with you, Salle Pleyel. After two years during which we've had to hold our General Shareholders' Meeting remotely because of COVID, I want to thank the shareholders who wanted to join us to take part in this General Shareholders' Meeting and who were able to do it, because we hold this moment of dialogue dear, because it's a strong moment. Once again, I want to apologize to those who were not able to join us, but I know that because this Shareholders' Meeting is streamed live, they can benefit from the various comments and presentations that we make to shed a light on the strategy of the company. I want to welcome everybody who is following us live on our website.

This year, we wanted to capitalize on the best practices set up during COVID to give you the opportunity to share your expectations and questions before our meeting by putting online a platform on which that you can raise your question. We're going to be able to use them. Your secretary, Jean-Pierre Sbraire, is going to relay the questions that were asked on the platform, and I will gladly take these questions. On this opportunity, I also want to salute the 1,300,000 individual shareholders that are not employees that we have in Europe and the U.S. in 2021. They've increased by 150,000, representing 13.5% of the capital. With the employees, it's about 20% of the capital of TotalEnergies that is held by individual people.

As Jean-Pierre has said, 2021 has shown a strong rebound of global economy, which is translated by strong rebound in the demand for oil and gas. This has triggered an increase in price to exceptional levels concerning gas, starting with the summer of 2021. We entered in 2021 with a lot of uncertainties linked to the health crisis, but we benefited from a favorable environment, and we were able to make the best of it with great result because of the availability of all of our businesses. Once again, I want to thank all of the employees of TotalEnergies who were mobilized everywhere throughout the world during this particular period of the COVID crisis.

With their remarkable efforts and their daily commitment, we were able to ensure the continuity of our business to serve our clients by providing them essential energy products that they needed. The richness of a company like yours can be measured by the quality of the employees that compose it and that are its soul, and I'm deeply conscious of this. As we started 2022 with a certain degree of serenity, and as normal life on the health basis was being confirmed, a new major crisis has unfortunately become our reality. Dear shareholders, in this day of General Shareholders' Meeting, I would like to first come back to the egregious events that are happening in Ukraine and reaffirm our strong condemnation of the military aggression of Russia against Ukraine, which has tragic consequences for the Ukrainian populations and threatens peace in Europe.

Given the business that we have developed over 15 years in Russia, we have publicly announced responsible action principles that we use to manage these activities in relation with Russia. I want to remind you that we have no direct operational businesses in Russia. We are shareholders of Russian projects, of Russian societies, in which we have invested since 2011 through the Novatek private company, Yamal LNG and Arctic LNG 2 projects. We are managing a contract to market liquefied natural gas to Europe or to Asia. Our first responsible action principle is to strictly respect European and international current and future sanctions, whatever the consequences for the management of these assets in Russia. These sanctions define the framework through which European authorities are setting their relationship with Russia in the energy sector.

We are an actor of energy security in Europe, and we need to continue to this, but we need to be able to draw all the consequences, whatever they are, including discontinuation of our business with Russia if European authorities want to no longer use Russian energies. This is why we've started to progressively suspend our business in Russia while ensuring the safety of our employees, but by pulling the support that we contributed to Russian companies through our secondees. In the same way, given the difficulty to have a supply of certain components, we have decided to stop our business in bitumen at the end of April in Russia, and lubricants and batteries that will stop in July. Our second principle is to no longer contribute capital for developing projects in Russia, because we no longer consider that Russia is a stable framework for long-term investment.

This is why we've decided to provision in our accounts and reserves the LNG Artic 2 project, given the uncertainties that we have on the technological and financial sanctions on the capacity to carry out this project. This represented a loss of $4.1 billion for the first quarter of 2022. Our third principle is not to take decisions which would have an effect to reverse the objective of sanctions against Russia, and not to transfer value to Russian interests by pulling out of our assets precipitously. The current context of European sanctions and Russian laws to control foreign investment in Russia would prevent TotalEnergies from finding a non-Russian buyer to take its minority shares in Russia. Abandoning these shares would contribute to benefiting Russian investors. This is in obvious contradiction with the objective of the sanctions.

Furthermore, abandoning these shares in which TotalEnergies is a minority shareholder would have zero impact on the functioning of the companies concerned and on their revenue, because they are managed autonomously with their own employees. However, if we need to continue to ensure the security of the energy supply of the European continent in gas by supplying it with gas from the plant of Yamal LNG within the framework of long-term contract that we need to continue to honor while European governments feel that Russian gas is still necessary, we have taken the decision to no longer sign or renew contracts to purchase oil and oil products from Russia, ending them at the end of 2022, which is when our contracts come to term. We are capable to ensure the supply of our refineries and our service stations in Europe without using Russian oil or diesel.

Dear shareholders, I want to underscore how much your company was mobilized to support Ukraine and Ukrainians. From the first few hours of the conflict, the company said that it would support the population and the refugees in Ukraine, its employees, but also the authorities in Ukraine by providing them with some fuel. To be as close as we could to the needs of the population, we have contributed financial and logistical means to several aid programs and to associations for an amount of EUR 10 million. Here, I want to recognize our employees who throughout the world have made financial donations to support Ukraine and refugees. These donations were matched by your company to contribute to the solidarity. If shareholders have also made donations, please let us know because we will match them one euro for euro.

This context of a geopolitical crisis has translated by a lot of tension on the oil and gas market. Prices were high, as I said before the war, and they rose to exceptional levels since the war, given the uncertainties, but also given the real impact of sanctions on the production of oil and oil products in Russia. This has an impact on the spending power of our clients. This is why TotalEnergies has decided to commit to its clients and friends to limit the increase of the cost of energy in their daily lives. Because of the increase of price of gas, we decided in February to give a gas check of EUR 100 to our clients who were undergoing energy deficiency.

We also want to support the spending power of French citizens, and that's why we've announced in February EUR 0.10 per L rebate in service stations, first in rural areas, then throughout France, starting in April. TotalEnergies is going to continue supporting its clients in France. We will continue this EUR 0.10 per L rebate in the 123 service stations of TotalEnergies located on French motorways, where we welcome 70 million clients during July and August, which are the summer vacation during which the French particularly use their vehicles. I hope our competitors will follow us in our will to help the French. The prices are shown at the entry of the motorways, and the French people will be able to see the difference.

Dear shareholders, these actions are important in our eyes because they help our consumers, but they also demonstrate that solidarity matters to us. We create value, a lot of value, but we share it. We share it with our clients, but also we share it with our employees. Our French employees of the common social corps have had wage measures with an increase of their wages by 3.5%, and they've also had an energy check for EUR 150. Our French employees also have more than EUR 9,000 of profit sharing, an increase of EUR 3,300, which is a 56% increase compared to 2021. This is the participation.

All of the employees throughout the world have received a bonus of $500 at the end of 2021 and an energy check of $100 in March 2022. Of course, we're tracking the evolution of inflation, and the next wage measure will take this increase into account if it helps. I also want to say that the countries also have benefited from the increase of these prices because in 2021, 30% of the added value was paid to the various countries in which Total operates. We have paid more, an increase of $10 billion compared to 2020. Sharing value also concerns you as shareholders. In 2021, you've received 20% of the added value of the company, an amount equivalent to that paid to the employees.

You have noted that your board, as Jean-Pierre reminded you, has decreased an increase of 5% of the first payment of the dividend in 2022 to bring it to EUR 0.69 per share. I want to remind you that the dividend of TotalEnergies has never gone down since 1982. Even as your company went through major crises like that of COVID, it is a strong trust in the company from your board to maintain the payment of the dividend. In this period of the transformation of the company, it is key in our eyes to keep and reinforce the trust of our shareholders in our company because the context of high prices allows us to have excellent results and cash flow, as Jean-Pierre presented with the financials of the first quarter.

This allows us to accelerate our strategy of transformation on which I would like to come back in the second part of my speech. Your board wanted to reaffirm when it published the results of the first quarter that there was a priority to allocate the additional cash flow to accelerate this transformation. The operation that we've announced this morning to acquire 50% of the U.S. company Clearway, which is one of the five top players in renewables in the United States for an amount of $2.4 billion does illustrate this acceleration. As you know, your company has committed itself to a strategy of transformation, which was incarnated in 2021 through our change of name. Total became TotalEnergies to meet the dual challenge of sustainable development and energy transition to a carbon neutrality by 2050 together with society.

The transformation of the TotalEnergies is gonna continue to speed up because the decade between 2020 and 2030 is the decade of transformation and the decade that is going to establish the TotalEnergies as a major player of decarbonized energy. On the one hand, an integrated utility from the production of renewable energy to distribution through storage and trading with the ambition that this new electricity business represents 15%-20% of the company by 2030. On the other hand, a producer and distributor of decarbonized molecules such as biofuels, biogas, biomethane, hydrogen, e-fuels, bioplastics that the transition, the energy transition needs. Current events in Europe reminds everybody the triangle that is the base of the demand for energy. Energy needs to be reliable, safe and available. It is what we call the safety of supply.

Energy needs to be affordable and cheap because if it is expensive, this essential need impacts the spending power of the clients. It must be sustainable and compatible with the objectives of the Paris Agreement to maintain the increase in temperature well below two degrees. This is the mission of TotalEnergies to provide everybody an available, affordable and sustainable energy. For the upcoming decade, the growth of TotalEnergies relies predominantly on two energies, renewable electricity on the one hand and LNG on the other. You will note that this strategy supports the policy that was laid out by Europe to ensure its energy security, to ensure the supply of Europe in LNG to replace Russian gas by this and to accelerate the production of renewable energy and of decarbonized molecules like hydrogen on the other hand.

With this perspective, I want to underscore also the strong growth of TotalEnergies in the U.S. over the past five years, relying on these two energies at the heart of our transformation, LNG and renewable electricity. This is a perfect illustration of the transformation strategy that we're leading. In 2021, we became the greatest exporter of LNG in the U.S. with the plant of Cameron LNG, which is now used at full capacity, but also the purchases that we've done with Freeport LNG and the plant in Cheniere. We have really benefited from the strong increase of LNG on a global scale, first in Asia in December of 2022, then in Europe. During the winter of 2022, we were able to supply Europe by using the regasification capacities that we have in Europe at a maximum representing 15% of European capacity.

We really are using here the acquisition that we've made of the LNG portfolio from Engie in 2018, making TotalEnergies the second private player of the global LNG market because we're managing about 10% of this global market. We've also announced at the beginning of 2022 some new projects to grow in U.S. LNG. We've also decided with our partners to accelerate the project to extend Cameron LNG and the final investment decision will take place at the end of 2023. It will also be having a project to capture and store carbon alongside it. We also have made progress on our projects in Mexico with the projects Costa Azul and Vista Pacífico. Of course, this is possible if methane emissions are brought to a strict minimum.

This is why in our Sustainability & C limate Report that the board have presented to you, we've announced that our ambition was to get to zero methane and we were planning to reduce our methane emissions by 80% between now and 2030 after already reducing them by 50% between 2010 and 2020. It is only under this condition that we'll be able to call LNG an energy of transition because it allows the reliability of electricity production and come as a substitute for coal which emits CO2. The second pillar of our growth strategy in the U.S. are renewables. We've made our first steps in renewable farms in 2021 through two operations representing 4 GW of solar predominantly in Texas.

At the beginning of this year, we're changing dimension, because during the first five months of the year, we've announced several operations, bringing our portfolio to more than 25 GW by 2030. The objective being that the U.S. would represent 25% of our ambition of 100 GW in renewables by then. Growth in marine offshore wind, with two concessions obtained off the coast of New York, New Jersey, and in North Carolina for 4 GW. Growth in solar with the acquisition of Core Solar and the industrial and commercial business of SunPower for an additional 4 GW, and a major growth with the Clearway operation, which represents 15 GW in wind, solar, and storage. Our transformation strategy, I can say, comes with a remodeling of the geopolitics of our portfolio in order to reassure our shareholders. Less Russia, more U.S.

As far as oil is concerned, our strategy is to adapt ourselves to anticipating a decrease of demand by the 2030s, especially in Europe, with the increase of decarbonized mobility, which is to say electric vehicles. Concretely, we feel that the sale of our oil products will decrease by 30% over the next 10 years, and therefore, the Scope 3 for oil of the company will also decrease by 30%. According to our commitments, we limit our new investments to oil projects with low cost and low emissions, and we're pulling out from mature assets that are not strategic, with high costs and emissions. To meet these ambitious objectives for this company are strong commitments for TotalEnergies. It is a commitment of a financial performance, of a fair share of the value created, but also transparency with our shareholders.

That's the third part of what I had to share with you. Because your company sometimes works in countries with sensitive political context, we want to be referenced as a responsible operator and employer. For this, we rely on action principles that are at the core of our behavior and our code of conduct, which are safety, but also respecting others and transparency, as we commit to society. These principles apply to all of our operations throughout the world. Respecting others is a value at the heart, and respecting others also is respecting human rights, and this is something that is a collective requirement for us, for all of us. Your company applies the best practices that are based on the directive principle of the United Nations pertaining to human rights.

We are deploying action plans that are adapted to prevent, risks that are identified and remedy to potential impact of our activities. In order to make progress and to support as we collaborate with external experts, we also work with governments, local communities, and NGOs. This dialogue allows us to have concrete operations, in the field to prevent, act, change our approach and positions in complicated environments. It was the case in Myanmar. On the 21st of January 2022, your company announced its decision, of pulling out from Myanmar. This decision was taken without any sanctions published by international authorities. Because of the context of that kept degrading in terms of human rights and in terms of the rule of law, we felt that the situation in this country did not allow us to contribute positively in a sufficient way.

We have decided that we would start pulling out from Myanmar without any financial counterpart. Since we announced that we would pull out, your company has been taking adequate measures to make sure that it was pulling out responsibly vis-à-vis its stakeholders, especially its employees, as well as the local communities that we had been supporting for a long time. This pull-out will be full by the end of July, according to the modalities in the contract of concession that we have with Myanmar. We have enough time to make sure that we can pull out responsibly and in an organized fashion.

In Myanmar, like in all of the other countries where we operate, we want to listen to our partners and local players. Transparency is a rule of conduct for TotalEnergies in its commitment to society, whatever the issue, and it is part of our will to want to promote a fair transition. The quality and the sustainability of our relationship with stakeholders in the field is key. We want to work with local populations, and our projects are developed to meet the needs of a territory, of a country, and to contribute to the well-being of our populations. I wanted to mention our projects in Uganda and Tanzania that are regularly criticized by NGOs. These are major industrial projects for these two countries. The announcement in February 2022 of launching this development is part of our commitment that is exemplary in terms of sustainability.

It is an oil project with a low carbon intensity, creating value for the countries and local community, and a net gain in terms of biodiversity. They are part of a very sensitive environmental and societal context. We're fully aware of this, and we take this into consideration. As I said last year, our commitment is to apply the best international standards and to be transparent as to all of the actions that we're implementing. Designing these projects, we wanted to particularly focus on informing and having a dialogue with all of the stakeholders. More than 70,000 people were interviewed during the environmental and societal impact studies, and more than 20,000 meetings were organized with the populations concerned and the organization from civil society. We don't wanna hide anything, quite the contrary.

We've communicated with civil society all of the reports and that we've carried out, and we've published these on our website, and I invite you to read them to judge the way in which we operate in Uganda and Tanzania. Yes, I recognize we still have progress to make. Nobody's perfect, and especially clearly in our way to explain these projects in the way in which we integrate these environmental and societal aims in these projects. Our objective is clear, to develop these natural resource in the respect of our best international standards, our code of conduct, and our value. Dear shareholders, it is within this framework of transparency that your board have committed to talk about its actions in terms of the climate.

Last year, the board wanted to consult you on the ambition of the company in terms of sustainability and energy transition to carbon neutrality, as well as on the objectives defined by 2030. With your vote, you had widely supported this innovative change, as well as the strategy of transformation of TotalEnergies. The board had committed to report to you every year about the progress made on our roadmap. The board has also published a report in March called Sustainability & Climate – 2022 Progress Report. Following this, the board has decided to submit this report to a consultative vote to allow you to express your opinion on the ambition of the company in this aspect, as well as to the additional commitments that we've taken for this new report.

Like your board said last year, this consultation meets a lot of expectations and contributes to the dialogue between the company and its shareholders, but in a specific competency of the board. The board is fully on board to set up the strategic orientation of the company, but it also wants the opinion of its shareholders. This report, on which you will have to vote, meets a simple objective, which is to demonstrate how our ambition is translated in the implementation of our strategy in our investment decision, but also to share what we did in 2021, which are milestones and proofs on our path of transformation to meet our 2030 objective and our ambition of being carbon neutral by 2050 together with society.

This report is also an opportunity to be more educational and transparent on our climate objective, on our progress, on the relevance of our objective, and our capacity to meet them and exceed them and show our stakeholders that we're already on the right path. Because as we've committed, we are reviewing every year with your board the relevance of our ambition, the adequacy of our strategy, and our ambition to reduce GHG emissions. We analyze them when we look at the progress of international and national policies, scenarios in terms of decarbonization trajectories, advances in terms of low carbon technologies, and other evolutions in society in terms of energy transition. This is why we submitted it to your vote in 2021. I think that this is new. It's new among the oil and gas majors.

We are submitting our vision 2050 of TotalEnergies net- zero together with society, producing for half renewable energy for a quarter new molecules that are decarbonized coming from biomass or renewable energy and for a quarter hydrocarbons that will have residual emissions captured, recycled or compensated. This is not a mirage, and this is not greenwashing. It is anchored in quantifiable objectives to reduce our greenhouse gas emissions. I won't come back to our objectives in terms of reducing methane, because I've mentioned them already. We've made significant progress on our objectives. In 2021, we've reduced the emissions of our operated facilities by 20%, compared to 2015. In 2021, we sold our customer an energy mix with a carbon intensity reduced by 10% since 2015.

In six years it's significant and a proof of our commitment and our determination to fight against climate change. Some feel that we don't grow fast enough. To prepare this General Shareholders' Meeting, we have received two requests for resolutions to be placed on the agenda from shareholder groups who feel that we should add to our climate objectives. We, of course, welcome the challenge, and we've looked at it with great attention. The first one aimed to have additional information on the climate to give the investors more possibility to evaluate the strategy of energy transition of their company.

Following a discussion with these shareholders, as well as with the representative of the investor coalition, Climate Action 100+, we have committed to publish the additional information in our next sustainability and climate annual report 2023, and to submit this report to a consultative vote in the General Shareholders' Meeting every year, such as we're doing this year. Following these dialogues, this group of shareholders was satisfied and pulled out its resolution. For me, it's an example of a successful shareholder dialogue. Your board received a second request from a group of investors gathered around the MN investor who was supposed to be present today.

After looking at this proposal cautiously, your board decided to not put it on the agenda because beyond a formal issue with regards to its filing, it is against the legal rules of splitting of the competencies between the various bodies of the company. This resolution wanted to modify the bylaws of the company, and it encroached on the competency of the board to set the strategy of the company. We had informed the MN investor of the specificity of the French law on the respective competencies of the board and the General Shareholders' Meeting, and we have sent him a letter detailing this. This is why we did not keep this. The definition of the strategy of the company is the prerogative of the board. It exerts this competency in terms of or the orientations of the company as to energy transition.

We listen, we debate, we look at everybody's opinion, and once again, this is the reason behind this innovative vote of last year and our decision to renew it this year and for the upcoming years. This is why, even if for legal reason we decided to not include this in the resolution, we've encouraged them to ask a question during the Shareholders' Meeting to continue this dialogue together. Ladies and gentlemen, dear shareholders, as a conclusion, I want to say that TotalEnergies has really measured the challenges of the upcoming years. We have committed to supply energy to an ever-increasing population while limiting the impact of our activities on climate warming. For this, we have started to transform our industrial model. This transformation is going to continue to speed up over the next several years to meet our objectives.

More energy, less emissions, always more sustainable, always more profitable for all of our stakeholders. Thank you for your attention. Let's now move on to the Q&A session.

There are written questions. Nine shareholders ask written questions in the framework of the r egulations. The Forum for Responsible Investment, IPAC, CFG Orange, Mr. Alain Capera from the association Amis de la Terre, Mr. Oli from Greenpeace France, Mr. Schreiber from Reclaim Finance. These questions provided to the board will be consulted on the website totalenergies.com under the general shareholder meeting written questions. In order to open the debate, I'd like to provide these. We are not going to read the questions, these written questions. There are, for some, two or three questions, but for others there are 50 questions. You will understand that if I took all the time necessary to do so, it would be impossible. I'd like to mention that those who provided questions outside of the regulatory framework will receive answers in a second time.

I will open up two questions now, and exchange will be held during this assembly, and the financial director and referent will be here to answer to them, the members of the Comex as well, to answer to the shareholders. We will spend the time necessary. Given the special situation, because only a limited number of shareholders were able to enter the room, I don't know if some would like to ask questions. Of course, I will give them the floor as a priority. We will also be able to use the internet platform and for those shareholders who weren't able to come into the room, but they have sent questions to us anyhow. What I suggest is that the secretary will be their interpreter in order for me to be able to provide answers.

Let's see, first of all, if we have people in the room with questions. Shareholders? The lady here, I will listen to you. You have the honor to begin. Let me just grab my glass of water. Thank you, Marie-Christine. She's making sure I stay in good health. Very well. Please go ahead.

Sylvie Aubert
Financial Journalist, Investir

Hello, Sylvie Aubert. I am here to talk about the maintenance of your position in Russia. Doesn't it represent a risk for your reputation, for the group's reputation?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

I believe that I have clearly expressed myself on this topic. When we say maintaining our presence, I'd like to say we have no presence. We are shareholders, and this is very different. We have no direct activity in Russia. As I've explained, we have contracts, long-term contracts, LNG for Yamal, that is for $50 billion.

It is outside of sanctions. We didn't want to claim these. This contract also plans that if sanctions are decided, it will be stopped, and this is what we will do. We are steering this position towards Russia, and with the principles I enumerated, it is very clear. For the good reason I mentioned is that in oil and gas, in energies in general, we work on the long term, and we will need stability. That on the current activities, we are taking measures successively to stop our activity, but by considering also the mission that is ours to ensure the energy security in Europe as the governments in Europe call us to. The question you ask is a very legitimate question. It is the purpose for the dialogue.

It's important, I think Marie-Christine had the occasion during her interviews with shareholders to mention the topic as well. I can tell you that the great majority of shareholders we met with, not all, understand the positions we adopted. Positions we adopted because the first mission is to protect the value by assessing the risk. It is. I'll be honest with you, we saw an impact of Russia on the share of TotalEnergies, and for two months now, because I think we've explained our position. Only one regret, it wasn't obvious. Maybe we communicated too slowly about our position, but this was the object of important discussions with the board. As I said before, making decisions when hurrying and when there's too much emotion, this could have led us to regret it later, so we needed to think about it carefully.

These are not simple positions, and maybe Marie-Christine will add information about reputation in Russia.

Marie-Christine Coisne-Roquette
Lead Independent Director, TotalEnergies

Yes, I was very strongly struck that shareholders listened carefully to the explanations of our CEO, and they found them really balanced and reasonable to master the paradoxical and contradictory elements in this situation. I perceived something very positive and supportive to the position of TotalEnergies. As I said in my speech, if sanctions are imposed, we will leave.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Very well. Do we have any other questions in the room? No more questions. Now I suggest that Jean-Pierre, as our Secretary, will read the questions we received from MN.

Jean-Pierre Sbraire
CFO, TotalEnergies

The first question is the following: The board of TotalEnergies decided not to vote for the next assembly the proposals suggested by MN. Why was such a decision made in 2021?

Jean Lemierre
Independent Director, TotalEnergies

There is no significant change provided nor for the regulations. If the board doesn't enable with a constraining vote to work on climate, will it be possible to add a consultative one with the investors? In the report on climate TotalEnergies, you provide an analysis of the 1.5 degree, i.e., an analysis. Will you not use it to define your new strategy in the future and your objectives to reduce carbon emissions? Why aren't you using the IEA scenario for your objectives to reduce your carbon emissions? As investors and clients, we engage. We committed to align our portfolios and the underlying companies with the trajectory of the 1.5 degrees. TotalEnergies hasn't aligned its objectives to reduce the carbon emissions and its strategy on this trajectory.

Jean-Pierre Sbraire
CFO, TotalEnergies

When will TotalEnergies align its objectives and strategy to reduce the emissions to follow the Paris Agreement? Could you tell us what is your agenda for this, the timeline?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Three questions. The first is a legal question. Why has the board not decided to add this resolution? It's a resolution that was rejected at 85% in 2020. It also aimed at modifying the statutes of the company. I'd like to mention that there's no obligation, and at the time, the board had mentioned that in its refusal to agree for this resolution, that this resolution was problematic due to the questions of competencies. Its legal aspects were underlined by the board.

In 2020, the decision at the time to submit the proposal of resolution was explained by the will to supply a framework for dialogue, the dialogue with shareholders about climate. Since then, there were several initiatives that were provided and made. It was clearly formalized since the board itself proposed to the consultative voting a consultation that I reminded you about, you know it well, and took the initiative to offer a second. There is, as I mentioned in my speech, the desire of the board to fully use its competence in terms of strategy and for the energy transition and the climate objectives of the company. From this point, it was legitimate, it seemed legitimate to hold to the legal framework within which we exert the competencies and not to add this resolution.

I'd like to say that this resolution was a real problem for our and a risk for our company, because it was aiming at inscribing objectives which in fact, I'd like to remind you, the Paris Agreement are imposed to states. They do not apply directly to companies. The transposition of the Paris Agreement in the statutes of the company opens up, obviously, to a legal field of possible contestation that is huge and dangerous, I'd like to say it clearly, at the same time for the companies and shareholders. Therefore, there were legal reasons, but there are also deeper reasons. The second question consists, if I remember well, it is about the trajectory of the 1.5 degrees. Why do we not take into account the IEA scenario?

The report, you have a full page in which we have explained, and I believe that not many companies have done this. We have said how we assess the net -zero IEA, and Marie-Christine said that the board decided to listen to the CEO of the IEA during a session to find information and to understand the approach. As we explained, this scenario is designed from, with the arrival point in 2050 to be net- zero. We totally, fully agree. We have done it. In the report we submitted, when we describe TotalEnergies net- zero by 2050, we added our energy mix with respect to what they imagine as a net- zero world of energy by 2050. For the point of arrival, we totally agree.

The way in which we assess the quality of our report, and we took into consideration the price hypothesis that the IEA suggests, $25 per barrel, because with net- zero at 2050, we would have too much oil available compared to the demand. We decided, therefore, as we are explaining, that the resilience test, the impairment test of our assets that we carry out are done with price trajectories that can take into account the assumptions of the IEA for 2040. We have studied it and where we disagree. It's difficult for me to understand very honestly why the financial community considers that this net- zero community of the IEA becomes a Bible.

To my knowledge, the way to achieve this net- zero will be the result of the offer, policy, our ability to accelerate together the design of the decarbonated energy, but also the ability we will have to help evolve the demand of our consumers. There's offer on one side and the consumers on the other, but offers for mobility and the way in which planes, trains, trucks, and ships use energy, it is not us that decide upon it, but the drivers of these engines that decide it. Where we step aside the analysis, there's the arrival point, and if we look at the situation today and the arrival point, it's not linear. Life is not linear, and demand will not be either.

The demand will not decrease as the IEA scenario says by 30% in the next 10 years, the demand in oil and gas, that is not true. The demand, I can tell you, is stable, and it even increased. I don't want to confront IEA with the contradictions, but for the moment, things are still increasing. You need to look at this. If we follow the IEA trajectory, if we reduce the offer by 30% in oil and gas, the prices won't be at $25, but $300, $500. Let's be responsible. The arrival point, we, the purpose we accept, but the trajectory, no. We will not take it into consideration because I'd like to remind you of TotalEnergies. We are part of TotalEnergies, a company. We have the ambition to be net- zero in 2050.

The company wants to be net- zero, and I described how we will do it. Will it be at 1.5 degrees? I do not know. This is a different subject. Today, there are investors who say, and the question is an interesting one, we have decided that we wanted our portfolio of investments follow this trajectory. Very well, but we want all of the companies to do so. Let's leave all of the companies do as they want, and then up to the investors to judge if what we are doing corresponds to the clients' expectations, the portfolio. This is why we accepted this famous engagement or commitment of the first resolution to give our investors all of the elements they need.

They say, "We will need more elements." The report next year will provide you with the complementary elements, and it's very legitimate. Of course, I'll say, let's be responsible. If you are a shareholder of TotalEnergies is that you support the strategy. If you considered it's not good for you, then everybody's free not to keep these shares. One of the investors wrote to us. It happened. He said, "If we don't renounce to oil exploration, he would retrieve from the shareholding." I accept this position, and I'd like him to accept ours. To align our strategy, I think I've just explained it. Once again, one point. The question, the deep question, "How are your objectives for the 2050 horizons, how are they relevant?" We carried out work this year. It's very original.

We solicited two external experts, the Carbone 4 Company, very well known, and the Energ y, to try to assess if our objective for Scope 1 + 2 -40% was relevant compared to the trajectory that the countries who commit to net- zero themselves gave themselves for Scope 1 and 2. A continent like Europe, everybody says it's net- zero, only talks about its Scope 1 and 2. They only talk about European emissions. They do not talk about emissions that are imported, and I'll come back to that. Net- zero of Europe is the equivalent of Scope 1 and 2 for TotalEnergies. This work has been carried out, and the experts said that they assess that net- zero countries, and only by 2050, had a decrease by between -30, -39 or -40.

That's where we stand, and I think that's relevant. If we're asked the question, what about your Scope 3? I will be very clear for that. Europe, for Scope 3, that would be to take into account all the important emissions. Today, European consumers import a lot of products coming from China, Asia, other countries. These emissions we do not count on the European level in our ambition. I'll be clear. The only way I have, independently from the shares, the actions that we carried out and then commitments for the reductions of oil for Scope 3, we want to anticipate an evolution of the decrease in demand in Europe.

If we want to decrease Scope 3 by 40%, only one way to do it, to sell all of our networks of gas stations, that there will be a happy buyer. People will still be there. They will come to the gas stations. Look at the results. The results will not be in TotalEnergies, but elsewhere. By doing so, I'm not saying we're not responsible. We have a responsibility to act on demand. This means deploying networks of charging stations for people to have electric vehicles. It means supporting our clients. I do not believe, and I'd like to find an expert who will say that the demand for oil and gas products will decrease by 30% in 10 years. I will bet anything.

Jean-Pierre Sbraire
CFO, TotalEnergies

Another question from DWS on the auditors. KPMG audit your company since 1998, and Ernst & Young since 2014. The board recommends to renew the mandate of Ernst & Young and would like to replace KPMG by PwC. They consider the regular rotation of auditors as a reasonable measure to have a reliable, independent and critical evaluation. What are your projects concerning the rotation of EY, because they've been there for a long time?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Well, the answer is very simple. We have not renewed KPMG, so the Audit Committee, chaired by Maria van der Hoeven, has done its work after many years. I agree with the comment that is made. KPMG had remained auditors for 24 years. The rules did change. The position is quite simple.

Ernst & Young, if approved by the General Shareholders' Meeting, will have a mandate of six years, will not be renewed after that. The answer is very clear. We won't renew Ernst & Young after the six years of this mandate, if you do approve this mandate today.

Jean-Pierre Sbraire
CFO, TotalEnergies

A new question on climate from Mr. Torben Hansen from PFA. TotalEnergies is one of the three oil and gas companies that have long-term objectives that are validated by a Transition Pathway Initiative on a benchmark of 1.5 degrees. No other oil and gas company has had its short and medium-term ambitions validated. What are the obstacles that prevent TotalEnergies from reaching this intermediate goal recognized by a third- party?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Well, I wanted to salute Mr. Hansen, who is an investor coming from Denmark. He came, but he was not able to get into the room, so he's asked Jean-Pierre to ask the question. In his question, there's an important information I have not highlighted until now. The initiative, Transition Pathway Initiative, on which many investors rely to evaluate the trajectories, has recognized that TotalEnergies was one of the only three oil and gas companies to have a long-term ambition that is coherent with a 1.5-degree trajectory.

This comforts the fact that this energy transition is going along the right path. There were other recent reports, including CDP Climate, that had us in the top three in this matter. Our transformation strategy is recognized. I know that we're attacked, but our strategy is recognized by the people who closely watch these issues. The question raised here is there today a way to validate intermediate objectives?

There is none, because the oil and gas sector does not have today what we call the SBTi, the Science-Based Target initiatives. The body in question did not pronounce himself on this, and I think they're struggling to do so. The question is, can we get it done by third party? I'm open to this. I am going to describe what we've done with Carbone 4 and Columbia University. It was exactly the same approach. I would like to be able to reaffirm that the objective of 40% decrease on Scope 1 and 2 is compatible. We are comforted, but if we're told it's not - 40%, but - 45%, no worries. We'll go look for - 45%. It is a dynamic. It's not an exact science.

However, I want to remind everybody that in the IPCC report, in order to get to 1.5 degrees, there are 75 different tracks. Not one, 75. I don't know why we're told the one that is linear. I've never seen a linear world. Try to see if, since 2015, if we're living in a linear world between COVID and the war in Ukraine. We live in a world of extreme volatility. There are 75 ways of getting there, but I'm taking the point. If I'm asked today, what are the most complex elements? I think that there are two in order to be able to accelerate. The first one is the evolution of demand. We need to act on this. We need public policies to act on this. It's clear. In terms of energy efficiency, we see the impact of public policies in on Europe.

With no emissions regulation on OEMs, we would not have gone so far to, and so fast to electric vehicles. We'll need this for transport of merchandise tomorrow. We need the politicians to support us in this. We're going to look for ways to validate the fact that our trajectory for Scope 1 + 2 is the right one. I've given my reservation earlier on Scope 3, even if I have to say that Scope 3 doesn't depend just on us, it depends on everybody. I repeat, if the states don't consider Scope 3, I really wonder how companies would get there. The Scope 3 of TotalEnergies really depends on the customers of TotalEnergies and our capacity to influence them.

Jean-Pierre Sbraire
CFO, TotalEnergies

Coming back to two questions of Mr. Simon [crosstalk] on the Uganda, Tanzania project. First, when you envisage to start the construction in Uganda? Second question, what were the measures that were put in place by TotalEnergies to make sure that there would be no loss in biodiversity on endangered species linked to the development of these projects?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

First of all, this is a topic that I tackle in my speech, but this is of course something that is much and widely spread in the news. Regarding production is foreseen by beginning of 2025 because project was launched in 2022. In this project, Uganda and Tanzania decided to work with TotalEnergies. They decided it because there was another possible partner. Because we are worried of the environmental norms and standards, and the protection of biodiversity.

There was a choice by sovereign states, and we do also have an obligation vis-à-vis those states to accomplish the mission that was given to us. Some say this is a new oil field. Indeed, but production will last 15 tp 20 years, and this new oil field is compatible with the investment criteria that we have for the net- zero scenario by 2050. I find this trial quite surprising when we know that, and when we say that Tanzania and Uganda would not have a right to develop the, and use the natural resources when we as Western countries estimate that too much carbon has been emitted. An d that they need to do without their natural resources.

There would be much more coherence if we offer to compensate and offset all of the benefits that they can take from it. We are also aware of the stakes of this project, which is an LNG project. Of course, this is much more difficult to put in place than sea projects, maritime projects, because we cross territories that belong to people. There is a lot of work that needs to be done, quality work, of course, that regards a large number of people. In my opinion, if you ask me, it would be very interesting to ask the media, this is something that we're going to do just a week to come, to go to those local populations.

See if, as we're told, the vast majority is against this project, and in reality, this is not the case. The vast majority of people in Uganda are in favor of this project, and they will take benefits from this project, including when these people need to be relocated, building new houses. Of course, there is always a group of people who are against these kind of projects, and it is very easy to focus on those people. 99% of the people with whom we work on the field in order to accompany them in the relocation, the necessary relocation for the building of the pipes, are in favor of what we're doing, of what we're planning to do.

They will see, as they say, significant improvements of their living conditions. I do invite everyone, and we will organize this if necessary. We will invite people to go see what's happening on field in Uganda. It is very easy to criticize when you are in Paris back home. On biodiversity, and we're fully aware, we do want to ensure biodiversity. We are willing to have a net profit in terms of biodiversity. We are relying there for it on experts. First thing is to avoid. We need to reduce as much as we can. If we cannot avoid or reduce as much as we can impact, we will try to compensate, to offset them.

This is what we mean by a net gain. When the project had a footprint in the natural reserves and natural parks, that was approximately 10% of the concession surface, but reduced it to 1%, renouncing to certain zones and areas of development. How are we going to achieve this net gain? Committing in the biodiversity offsets to increase the number of rangers. In those natural reserves in Africa, there is a lot of poaching. There is a deficit, so there are attacks to biodiversity every single day that happens in the Congo , because there is a deficit in all the states for the authorities to control what's happening in natural reserves.

What we are currently working on with the authorities in Uganda is asking to increase the number of rangers by 50% in all those natural reserves. The more people you have for biodiversity, the higher the chances to preserve the various species. We are also working in very close collaboration with IUCN experts on the questions of change. I met these experts, and we understood that contrary to the image and the idea that we have of Africa, we've realized that disruptions happen every day. The forests are being destroyed, and this has an impact on the population of chimpanzees.

We are seeing with those experts how we can reconstruct those forests to make sure that chimpanzees can move around freely. Of course, we're not going to teach those experts. We need their knowledge to understand how we can act. We have committed to restore more than 1,000 hectares of tropical forest and create ecological corridors. We are also working on a symbolic project to reinsert the black rhino in Uganda, which is not an easy project. These are the very practical measures that we put in place. We can, of course, point the finger at what's wrong, but we also need to look at what we can contribute to. This project in Uganda, we do have a lot of criticism, and there is this doctrine, the profits.

Jean-Pierre Sbraire
CFO, TotalEnergies

Sorry for Mario and Anna. How can you ensure that the profits taken by the Ugandan states will go in the benefits of the population, the profit of the population?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

We want to look at what we can contribute to. We as TotalEnergies, we can produce and manufacture oil in Uganda, but we can also be one of the major stakeholders to renewable energies in Uganda. We identified projects, and we can also bring something very concrete to the population. For my colleagues who know Africa better than I do, they're saying it would be good to have a well by village.

If this is something we can do as TotalEnergies to measure that this project benefits the Ugandan population, I am ready to commit that a large part of the profit that we make based on this project be reinvested in Uganda to fulfill the primary needs of the population. This is what I wanted to say on Uganda.

Jean-Pierre Sbraire
CFO, TotalEnergies

A question from Mr. Georges- Picot on the Ukrainian crisis. What measures did you take or will you take to replace the import of crude in European refineries and Russian gas oil in France that has a major impact on the price of service stations in France?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

This is a major topic. By end of 2022, we have already taken major measures. We will not intervene on the spot markets. We will not buy Russian crude on the Russian market. We're not the only one.

Others are also doing it, and it has a major impact on the Russian production, which is struggling to find markets, including the Russian refining system. Of course, Russian refineries do not have extensive storage capacities and need to use their own installations. There is already an impact on the market for the price of diesel, a price that has significant increase in Europe. No spot. We will stop as soon as possible the contract that we have. We have a restocked contract in March. I can give you figures for Leuna. We were using 900,000 tons of Russian crude. Leuna is a refinery in Eastern Germany, which is located on the Druzhba pipeline that was built back at the time of the Soviet Union.

All the refineries are built along this pipeline that was fed into by Russian crude. 900,000 tons, which is full capacity for October 2021. We were at 800,000 in February 2022, and we were at 550,000 in May 2022. We went down from 900,000 to 550,000 and by December 2022, there will remain 340,000 if there is no additional sanction and zero as of 2023. Where will crude come from? First, we have to find another route. We have identified these other routes through other pipes, through Gdańsk in Poland. TotalEnergies, out of security and safety, has booked for years because we're already always a bit careful having just a refinery depending on one route.

We have booked capacities, 700,000 tons, going from Gdańsk to Leuna. We do have crude produced a bit everywhere in the world to feed Gdańsk. This will cost a little bit more than the Russian crude, but we are currently discussing with the German state because there is another refinery in Schwedt in Eastern Germany, and we're looking at that possibility to know whether we can find the 100,000 to 200,000 tons that we're still missing. This will be prioritized on the North Sea. We do have a refinery in Statoil, in Norway. In April 2022, we have provisions mainly from the North Sea. We can also use routes from North Africa. This is for crude diesel. We, as TotalEnergies, are importing Russian diesel in France.

You know that we do have a deficit, and we were indeed importing diesel from Russia. We do have a refinery in Saudi Arabia, of which we have 37.5%, and we do have access to the products of this refinery, and we want to bring the products of this refinery back to Europe in order to feed all the service stations. We also have major trading teams at TotalEnergies that will be fully mobilized to bring diesel to the old continent. If we are asked to cover the whole continent, I can't do it. We have to be realistic. This, of course, comes with a cost, but we will be able to feed the service stations in diesel. If we can go even further, we will do it.

We were asked by the French government to act as an intermediary to look at the logistics between producers and other distributors in France. We are currently looking at the possibilities that we have to help secure the supply in France.

Jean-Pierre Sbraire
CFO, TotalEnergies

Two questions on the buyback. First one on the buyback of Mr. Yves Martinez. Why not increasing the dividend rather than buying the shares back?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

It would be better for the loyal shareholders. 3.5% of the shareholding. If we have 3% of the shareholding, we will be able to increase dividends. All the buybacks for next year are a way to maintain the growth for the future. We have decided on 5% this year, and I hope we'll be able to continue on this trajectory for the years to come.

As we said two to three years ago, the portfolio is increasing, so buybacks were not the alpha and omega for the capital allocation, of course. The board said it and repeated it, reiterated it, everything that you can do to ensure growth, take it. We have more cash flow, and this, of course, has an impact on other items. We're currently working on other topics in this line. To negotiate this person to person, of course, it takes time to make sure that the economic condition fulfill our profitability standards. We do not want to spend money uselessly. We are buying back, and we're using this with the board when there is additional profits to share it with the shareholders. Your company has one main priority, not to increase the dividend.

If we do increase dividend and there is COVID next year or prices are decreasing, there will be a yo-yo effect. This does not seem to be the right way to do things. Even though 5% is already good, if you have 5% a couple of times, that will be a lot. We do have a measured policy corresponding to the structural strategy of the company. Once again, buybacks are to be understood as the future growth of your dividends. This is a virtuous circle, and this is how you have to see it. When we buy shares back, we do contribute to the dividend to the shareholders.

Jean-Pierre Sbraire
CFO, TotalEnergies

Another question from Mr. Daniel Gosselin. The price of shares is lower than 15 years ago, despite the ramping up of the activities.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

I've looked at it. I've looked at the price of the share. In 2006, 2007, it was close to EUR 58. We're at EUR 52-EUR 53. First comment, we're getting close to it. It is better than the EUR 26 during COVID or the EUR 35 two months ago. I'm encouraged by the current price. I've made the math and calculated the return to shareholders of people who bought shares 15 years ago. If they bought shares 15 years ago, they will have received 4.25% in 15 years. This is not a bad investment. I think the price of the shares was lower, the entry price was lower 15 years ago than it is now. The profitability yield on dividends is even at 5%-6% now. TotalEnergies is not a bad investment at all.

What I would like to also notice with deep interest is that part of the investors saying that we're not doing enough, and that we should renounce, and that we should refuse the new oil projects have increased commissions within TotalEnergies over the past years. They do not like emissions, but they like dividends, which is normal for shareholders.

Jean-Pierre Sbraire
CFO, TotalEnergies

Next question, Eric Lim on the finance policy. March last year, TotalEnergies contracted a loan of $8 billion. Could you please give us clarification on this loan and the reasons why TotalEnergies decided to act like this?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Yes. I will take this opportunity because my colleague, the CEO of BNP Paribas, received the same question, saying that we or that the French banks were secretly financing Uganda with $8 billion. This is not how things happen. The financial world is much more compliant.

This is a short-term loan, what we call a revolving loan, because in February, March, after the Ukrainian conflict, the gas and oil carbon markets were very volatile. You have what we call margin calls reaching very high level. When Jean-Pierre told me, "I would like to have EUR 8 billion cash flow," I told him, "We're going to look for a solution." Your company found and took measures in order to reduce the intervention by margin calls. This is short-term loan. The commitment to banks is not to finance oil projects, and I'm going to say the whole truth. We have used EUR 3 billion, and we have paid it back. Three billion on this line of credits used by Jean-Pierre and the treasury team, the finance team of Jean-Pierre . They were paid back to the banks and in no occasion.

It was just to ensure the security and safety of the function of oil and gas markets, and many companies share this concern. We, as a major stakeholder, did not want to be defaulting. I thank the banks for trusting us. There was no direct or indirect impact on our capacity to finance long-term projects. Those are not the same budgets. Through this answer, I would like to put an end to some kind of fantasy saying that there will be a plot of us hiding things and acting secretly. We used EUR 3 billion and we paid it back. Once again, we made the necessary measures there to avoid repeating it in the future. We have reciprocal guarantees without needing to reach out for the organized markets to have more guarantees. This is a bit technical, but this is how we work on the energy markets.

Once again, our main concern was to make sure that those markets would go functioning very well. Thank you very much.

Jean-Pierre Sbraire
CFO, TotalEnergies

Another question on our transformation and the evolution of our markets. By 2025, the car fleet will change for about a third minimum, and we'll have more electric vehicles, so less need for oil. This represents more than 1/3 of your sales today. Will you be able to continue to pay a dividend between 5% and 6%?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

Well, I hope so. That's why we're accelerating transformation. There'll be less revenue for oil, so we need more revenue from electricity and decarbonized energy, and that's the whole strategy of the company. We need to be simple and clear. Yes, we accept this idea, and we're facing it. Today, we have sales revenue that are significant, but this is why we need the support of the shareholders to accelerate a new pole for revenue and cash flow.

Last year, the EBITDA that we drew from the electricity business is EUR 1.5 billion. It's the first time we exceed EUR 1 billion, and we want this division with the electricity business to be cash positive by 2030 in order to be able to pay future dividends. In my answer, I feel that we're guaranteeing 5% growth per year during 10 years. Maybe not. We just say that we have a portfolio that continues to help us grow the dividend. If you want a 5% and you believe that, please buy a lot of shares from TotalEnergies.

Jean-Pierre Sbraire
CFO, TotalEnergies

Question on electric vehicles from Edouard Leboucq: What is the plan to convert service stations to electric cars?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

That's a good question. It depends on the service stations. For the motorway stations, we have committed very quickly to this because we're equipping them with fast-charging points. We are determined there. We're winning more motorway stations because of our charging points. We have about 40% of the fleet of service stations in France. We have a plan that we're deploying to have charging points in cities: Paris, Antwerp, London, Singapore, Brussels. We're going to see how the business models in these different cities work because we need users there. Around the urban areas like Paris, and I said it in Toulouse recently, what we imagine is to develop electric hubs, so centers that are completely dedicated to charging points, to not have gasoline and electricity alongside.

Because we have a lot of taxis, for instance, that are switching to electricity, and this will allow us to be more efficient in the offer that we provide. Maybe three or four major electricity hub around Paris, and in the large city in France to have at least one. Where we have questions is the more rural service stations because they already have a fragile balance, and we don't want to close them. It's probable that in rural areas, people have homes, and it's easy to set up a charging point. I think they'll switch very quickly to electric vehicles because they'll see a gain in their consumption. I encourage them to look at this very quickly. The more delicate part is how we transition to service stations in the rural areas. That's a quick answer.

I think we're going to take one final question because I'm supposed to finish at one and not go further.

Jean-Pierre Sbraire
CFO, TotalEnergies

Well, to wrap up, it's a good question to conclude. Anthony Marcel, how do you see TotalEnergies in 50 years?

Patrick Pouyanné
Chairman and CEO, TotalEnergies

W ell, we kind of threw ourself off the deep end with 30 years, which wasn't bad in the report. I think it was a way to show concretely what a net- zero company was by 2050. 50 years is further down. I invite you to read this report. It's really interesting. To be net- zero, we made some calculations. I'm looping back to the infamous IEA scenario. They're not saying that there's no oil and gas. They're saying that there's 20-25% of oil and gas.

Because there's this oil and gas, we'll need to store 5 or 6 billion tons of carbon per year to be net- zero. We've taken the 25%, not because we are oil and gas druggies, but because we feel that oil and gas is part of this transition. Yes, at the end, our energy will be much more electric in 2050 than it is today. We need to electrify economy, but clients want electricity that works all the time, and gas allows this complementarity. We need methane emission to go to zero, and we've been working on this for several years. We have technologies to bring it to zero. We can do it. We will do it, at least for TotalEnergies. I hope that all of the actors in the gas chain have the same ambition that we've said.

20% of hydrocarbons, so we need to be able to capture and store or recycle. You can recycle CO2 by doing e-fuels tomorrow or e-plastics. You can imagine having hydrogen plus CO2 to create raw materials, provided CO2 becomes not anthropogenic, but biogenic. We need to fix this CO2. It's about 100 million tons that we need to be able to store. We need to develop storage capacities, not for us, for our customers, to offer this to other industrialists and to contribute to the 5 billion ton. 2% is about the weight of TotalEnergies in the energy world. 500 million tons should be our ambition in carbon capture and storage, and we need to see how to get this. There's also renewable electricity, which is major.

The electricity business will dominate within TotalEnergies by 2050 for more than 50%. Then all of the decarbonized molecules, a mix of e-fuels, biogas, biomethane, methanol, ammonia. We can see that tomorrow's mobility, ships, trucks, planes need liquid fuel for reasons of storage. It might not be oil anymore. It'll be a mix of biofuels and other energies that I've described, methanol or ammonia for ships, for instance. That's what we'll do. We need to change. To do this, we are not gonna solve everything in 10 years, but our ambition is that between now and 2030, we have 100 GW of renewables. You'll see that we accelerated. We accelerated this morning with the acquisition of Clearway close to 12 GW or 15 GW. It's not small, and we have the means to do others.

We just need to find the players that we trust who are the right partners for this ambition. I'm convinced that TotalEnergies net- zero in 2050 is a reality, and so that our shareholders are reassured. It is a company that will produce dividend and continue to do what we've been doing since 1982, to not decrease the dividend and to grow it. Thank you for your question. I think since it's 12:30 P.M., according to the timeline that we have, I just need to look at the script. We need to move to the vote for the resolutions. I just wanted to clarify that the presidency by the centralizer of the assembly, the shareholders present are. We have about EUR 1.77 billion, shareholders with 1.91 billion shares. We are close to seven.

67%, and thus we can vote the resolutions for the ordinary and extraordinary meeting. The Resolutions that are 1 through 16, as well as the ABC resolution not agreed by your board, must have the majority of the votes to be adopted. The resolutions for the extraordinary meeting, which are 17 to 23, need the vote 2/3 to be adopted. In application of the law, the votes that are nil or abstentions are not taken into account. The shareholders having voted before the Shareholders' Meeting by correspondence or via the VOTACCESS have 1.84 billion voting rights, and we thank them for it. With Jean-Pierre Sbraire, before I give the floor to Jean-Pierre Sbraire for the resolutions, the vote is done through the electronic pad that was handed to you when you registered.

A very easy video shows you how to explain it. If there's any issue, raise your hand, and you have attendants that will help you with this. Please return your tablets at the beginning, at the entry of the room. To vote the resolutions of the shareholder meeting, you were handed a tablet. It is strictly personal and is only used for this meeting. When you have the announcement of the vote of a resolution, the voting window is shown automatically on your tablet, even if it's paused.

To vote, it is very simple. Push on the button that is the one of your choice. For, Abstain, Against. Press on OK to validate your choice before the voting time comes to an end. Once your vote is validated, you can no longer modify it. Thank you for returning your tablet as you exit the hall. I yield the floor to Jean-Pierre, the Secretary, for the text.

Jean-Pierre Sbraire
CFO, TotalEnergies

The text of the resolution are between page 31 and 40 of the brochure available at the beginning of the room, so I will not read them in extenso. Each resolution will be identified by its number and summarized before it's put to a vote. Resolution 1. The first resolution is the approval of the corporate accounts of TotalEnergies SE for 2021 with a net profit of EUR 6,868 million. The vote is now open. The vote is now closed. The resolution is adopted with 99.499% of the votes. Second resolution is the approval of the consolidated accounts of 2021 with a net profit for TotalEnergies of $16.03 billion. The vote is now open. The vote is now closed.

The resolution is adopted with 98.98%. Third resolution. Third Resolution is the allocation of the revenue of TotalEnergies SE with a dividend per share of EUR 20.64 for 2021. Given the three interim payments of EUR 0.66, the remainder is EUR 6.66 per share. It will be paid on July 1st, 2022. The vote is now open. The vote is now closed. The resolution is adopted at 99.86%. Our shareholders appreciate the dividends. Resolution 4 authorizes your board to carry out buybacks or disbursement of shareholders of the company, according to the law and the modalities you can see on your screen. This authorization will be granted for eighteen months from today. The vote is now open. The vote is now closed. The resolution is approved at 99.2%.

Resolution 5 approves the special report of the auditors on the conventions on Articles L. 225 and 38 and following of the Code de commerce. The vote is now open. The vote is now closed. The resolution is adopted at 99.96%. Resolution 6 is the renewal of the mandate of Mrs. Lise Croteau as a board member for a duration of three years. The vote is now open. The vote is now closed. The resolution is adopted at 94.5%. Congratulations, Lise. Resolution 7 is the renewal of the mandate of Mrs. van der Hoeven as board member for a duration of three years, and the vote is now open. The vote is now closed. The resolution is adopted at 93.39%. Congratulations to Maria, who is the Head of our Audit Committee.

Resolution 8 is the renewal of Mr. Jean Lemierre for a duration of three years as a board member. The vote is now open. The vote is now closed. The resolution is adopted with 93.49%. Congratulations, Jean, for his continuous participation in the board. Oh, I need to read something. Resolution 9 A, B, and C concern the nomination of a board member representing the employee shareholders according to Article L. 205. Resolution 9 was agreed upon by the board. Resolutions A, B, and C were not agreed by the board, as Marie-Christine Coisne-Roquette explained to you. You need the greatest amount of votes, so I will launch the result of the votes concerning Resolutions 9 A, B, and C. After the vote of Resolution C, we will proceed to the three.

Resolution 9 is the nomination of a board member representing the employee shareholders for Mrs. Madame Emma de Jonge, who was designated by the surveillance board of TotalEnergies Actionnariat France, who holds 4% of the capital of the company. The board agreed to her application. The vote is now open. The vote is now closed. Resolution A is the nomination of a board member, Marina Delendik , for a duration of three years. Mrs. Marina Delendik was nominated by the Council of Surveillance of TotalEnergies' International. This Resolution A was not agreed upon by the board. The vote is now open. The vote is now closed. Resolution B is the nomination of a board member representing the employees, Mr. Alexandre Garrot. It is the individual vote. Shareholders' Resolution B was not agreed upon by the board.

The vote is now open. The vote is now closed. Resolution C is the nomination of a board member. Mrs. Agueda Marin was designated candidate by the Supervisory Board of FCPE TotalEnergies Actionnariat International Capitalisation that have 38.8 million shares. Resolution C was not agreed upon by the board. The vote is now open.

The vote is now closed. The result is featured on your screen. Mrs. Emma de Jonge receives 1,811,755,807 votes, is elected. Congratulations, Emma, for your election to the board of TotalEnergies, company that you've served faithfully for several years now. Moving on to the 10th R esolution to approve the information relative to remuneration of the social mentioned in Article L. 2210-9 of the Code for companies in the Universal Registration Document of 2021, chapter 4.4.1.2 and 4.2.1. The vote is open. The vote is closed. The resolution has been adopted with 94.391%.

The 11th Resolution is to approve the remuneration policy applicable to the board members in the report for the company, report in the Universal Registration Document 2021, chapter 4.1.3.1. We underline that the remuneration of the board members and mobility of these defined by the board remains unchanged. The vote is open. The vote is now closed. The resolution has been adopted with 99% of the votes. For the 12th Resolution, approval of fixed element variables and exceptional composing the total remuneration and advantages of all nature during the year 2021 are attributed to for this year for Mr. Pouyanné the CEO of your company. They are presented in the company document in the Universal Registration Document of the company in chapter 4.4.3.2.1. The vote is open. The vote is now closed.

The resolution is adopted with 81.2439%. Thank you, shareholders, for your trust. The 13th Resolution is to approve the remuneration policy for the CEO, as presented in the report for the company in the Universal Document 43.22. The vote is now open. The vote is now closed. The resolution is adopted with 79.904%. Thanks to Mark and the Remuneration Committee for all of their work. The 14th Resolution has the renewal of the Ernst & Young audit firm for six years. The vote is now open. The vote is now closed. The resolution is adopted with 93.768%. The 15th Resolution is to appoint PricewaterhouseCoopers as auditors. The vote is now open. The vote is now closed.

The resolution is adopted with 98.78%. Welcome to PricewaterhouseCoopers as auditors. Now, the 16th Resolution is to issue a favorable opinion on the Sustainability & Climate Progress Report 2022. Looking at the progress achieved in terms of sustainable development and energy transition towards carbon neutrality and the objectives in this aspect for the horizon 2030 by completing its ambition. The vote is now open.

The vote is now closed. The resolution is adopted with 88.89%. I would like to comment and say that after 92% last year, 89% this year, shareholders are supporting the strategy implemented by TotalEnergies with a large majority. Thank you. The 17th Resolution is to delegate competence to the board to increase the capital through ordinary shares or benefit bonuses or others to maintain the preferred rights of the shareholders. The vote is now open. The vote is now closed. The resolution is adopted with 95.83% of the vote. Resolution 18 is a delegation of competencies to the board to increase the capital within an offer to the public through ordinary shares or securities, giving access to the capital of the company with a cancellation of the rights.

The vote is now closed. The resolution is adopted at 84.96%. Resolution 19 is to grant a delegation of competence to the board to emit via an offer to some investors or qualified investors, ordinary shares or securities, giving access to the capital of society with a cancellation of the rights issue. The vote is now open, and the vote is now closed. Resolution is adopted with 83.73%. Resolution 20 is a delegation of competencies to the board to increase the number of securities in case of increase of the capital with a cancellation of the rights for shareholders. The vote is open. The vote is now closed. The resolution is adopted with 82.94%.

Resolution 21 is to grant powers to the board to increase the capital to compensate the in-kind support to the company with the cancellation of rights issue. The vote is open. The vote is now closed. The resolution is adopted with 80.05%. Resolution 22 is a delegation of competencies to the board to do capital increase reserved to the employees or the people who are part of a savings plan for the company or the group. The vote is now open. The vote is now closed.

The resolution is adopted at 92.5%. Resolution 23 is the authorization to the board for a period of 25 years to reduce the capital with a reduction by 5% in order to give your company maximum latitude for its share buyback program, and this for a duration of five years. The vote is now open. The vote is now closed, and the resolution is approved at 92.86%. This wraps up the vote of the resolutions, which were all adopted. During this General Shareholders' Meeting, I thank the shareholders for expressing their votes, all of the resolutions being submitted. Please return your tablets. The detail of the votes by resolution will be put online on totalenergies.com under the tab of General Shareholders' Meeting 2022.

In order to continue to improve these shareholders' meetings, please return your evaluation that were distributed to you when you signed in. The next meeting is on the 26th of May, 2023. Thank you for your participation.

Patrick Pouyanné
Chairman and CEO, TotalEnergies

I will make one last comment because we had shareholders' meeting exceptional with the quality of the climate because there were very few people present in the room. I regret, first of all, that the individual shareholders who wanted to be present couldn't be present. I would have wanted to have a debate, including with the people who want to be activists because the sequence, even if we took questions from the platform, this has not led to the debate that we can serenely have on these questions. Some organizations wanted to prevent access to the room.

Once again, I'm not certain that in a democracy this is the best attitude to have, including vis-à-vis the company. We respect all the points of view, but it's through dialogues that we make progress and convince one another. I can tell you that if I believed seven years ago when I became the Chairman and CEO, that today we would be called TotalEnergies, that we invest 25%-30% of our funds in renewables, I would not have believed it. That's the reality of what is happening within TotalEnergies, and I think that's the best proof that we can contribute to the comments made. You noted that the infamous climate resolution for which the worst was announced was supported by 89% of the shareholders. The company continues to move forward, as demonstrated by the operation we did this morning.

It is moving along the right path, and that's what's most important for me, for all of the employees and for all of the board. Thank you very much.

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