Supporting statement
The separation of roles is widely recognized as a good governance practice and is mandatory in certain
countries. The concentration of the roles of Chairman of the Board and Chief Executive Officer of a
public limited company presents an intrinsic risk of conflict of interest, as the role of the Board of
Directors is to ensure that the general management of the company1 is conducted in the interest of the
shareholders.
Regarding TotalEnergies specifically, the size of the company, the climate challenges of its business,
the functioning of its Board of Directors and the conditions under which the Lead Independent Director
exercises his role are prompting shareholders to ask for changes in the governance of the company
through the separation of the functions of Chairman of the Board and Chief Executive Officer.
This resolution does not question Mr. Pouyanné's role as Chief Executive Officer of TotalEnergies but
aims to introduce better governance within the company. In the case of TotalEnergies, the separation
of roles could enhance the checks and balances of the Board of Directors, especially during debates on
climate and transition issues facing the company. In addition, the separation of powers could improve
the dialogue with the Board on a subject that is entirely under the control of the CEO (see following
sections), at a time when many investors believe that TotalEnergies' transition strategy is not ambitious
enough.
Although a major player in the development of renewable energies worldwide, TotalEnergies continues
to invest far more in new oil and gas projects than in renewable energies. TotalEnergies' policy of
expanding oil and gas production by 2 to 3% per year between now and 20282 is both in contradiction
with the objective of reducing greenhouse gas emissions worldwide, and in contradiction with the
International Energy Agency's demand forecasts from June 20233
. These forecasts, cited in support of
the company's strategy outlook presentation in September 20234
, predict oil demand growth of only 0.4%
to 1% between now and 2028, before a likely market contraction, while medium-term gas demand growth
is not expected to exceed 1.6%.5
Concerns about an inadequate climate strategy are reinforced by the difficulties encountered by
shareholders in recent years in making their voices heard, as demonstrated by the Board's refusal to react to the 30% favorable vote of the shareholder climate resolution at last year's AGM, despite the fact
the resolution was not approved by the Board ahead of the 2023 AGM.
In the eyes of many investors, this situation reveals a governance issue that the separation of roles would
do much to alleviate, by facilitating the dialogue between investors and the company.
Composition and functioning of the Strategy & CSR Committee
The separation of roles would entail a reorganization of the Strategy & CSR Committee, to guarantee its
independence.
As a reminder, the Company's Strategy & CSR Committee is chaired by the Chairman and Chief Executive
Officer, and two of the other five members of this committee are in a relationship of dependence on
the latter: one represents employees (preventing her from being considered independent), while the
other holds the position of Lead Independent Director, who is by and large subordinate to the Chairman
of the Board of Directors in his contacts with shareholders and cannot therefore be considered truly
independent (as explained below).
In its current composition, the Strategy & CSR Committee is thus unlikely to adopt a view independent
of that of the Chairman and Chief Executive Officer.
Corporate governance and shareholder dialogue
The combination of the Chairman of the Board of Directors and Chief Executive Officer roles at
TotalEnergies, coupled with the absence of structural guarantees allowing the Lead Independent
Director to perform his functions independently, makes dialogue between the Company and its
shareholders particularly challenging.
The Afep-Medef Code, to which the company adheres, states, among other things, that “a director is
independent when he or she has no relationship of any kind whatsoever with the corporation, its group
or its management that may interfere with his or her freedom of judgment”6
. In the present
circumstances, it is impossible to consider the Lead Independent Director as being in a position to
exercise his duties independently.
The Board of Directors' internal rules prevent the Lead Independent Director from carrying out his duties
properly and independently. The Lead Independent Director is subordinate to the Chairman and Chief
Executive Officer in identifying situations of conflict of interest within the Board7
. Above all, the Lead
Independent Director must systematically involve the Chairman and CEO in his dialogue with
shareholders, whereas the Chairman and CEO is under no obligation to get the Lead Independent Director
involved when contacted by shareholders8
. Finally, the Lead Independent Director cannot really be seen
as a potential counter-power since he can be dismissed from the role at any time.9
For all these reasons, we invite the Board of Directors to reconsider its current position and to decide,
in accordance with the option available under Article 15 of the company’s Articles of Association, to
separate the roles of Chairman of the Board of Directors and Chief Executive Officer.

Non-exhaustive list of cofilers (AUM) :

Achmea Investment management, Netherlands (EUR 218 billion)
AP7, Sweden (EUR 102.4 billion)
Bernische Pensionskasse (BPK), Switzerland (EUR 16.5 billion)
Candriam, Luxembourg (EUR 144 billion)
CIEPP - Caisse Inter-Entreprises de Prévoyance Professionnelle, Switzerland (EUR 9.3 billion)
Degroof Petercam Asset Management and Banque Degroof Petercam, Belgium (EUR 47.1 billion)
Erste Asset Management, Austria (EUR 81.3 billion)
Établissement de Retraite Additionnelle de la Fonction Publique (ERAFP), France (EUR 43.3 billion)
Federal Finance Gestion, France (EUR 42 billion)
Fondation Ethos, Switzerland (EUR 4 billion, assets under advice)
Lothian Pension Fund, United Kingdom (EUR 11.3 milliards)
Mandarine Gestion, France (EUR 6 billion)
Messieurs Hottinguer & Cie Gestion Privée, France (EUR 3.5 billion)
Pensionskasse Stadt Zürich (PKZH), Switzerland (EUR 21.7 billion)
Publica, Switzerland (EUR 41.7 billion)
Sanso IS, France (EUR 1.5 billion)
Sycomore Asset Management, France (EUR 7.1 billion)Non-exhaustive list of cofilers (AUM) :

Achmea Investment management, Netherlands (EUR 218 billion)
AP7, Sweden (EUR 102.4 billion)
Bernische Pensionskasse (BPK), Switzerland (EUR 16.5 billion)
Candriam, Luxembourg (EUR 144 billion)
CIEPP - Caisse Inter-Entreprises de Prévoyance Professionnelle, Switzerland (EUR 9.3 billion)
Degroof Petercam Asset Management and Banque Degroof Petercam, Belgium (EUR 47.1 billion)
Erste Asset Management, Austria (EUR 81.3 billion)
Établissement de Retraite Additionnelle de la Fonction Publique (ERAFP), France (EUR 43.3 billion)
Federal Finance Gestion, France (EUR 42 billion)
Fondation Ethos, Switzerland (EUR 4 billion, assets under advice)
Lothian Pension Fund, United Kingdom (EUR 11.3 milliards)
Mandarine Gestion, France (EUR 6 billion)
Messieurs Hottinguer & Cie Gestion Privée, France (EUR 3.5 billion)
Pensionskasse Stadt Zürich (PKZH), Switzerland (EUR 21.7 billion)
Publica, Switzerland (EUR 41.7 billion)
Sanso IS, France (EUR 1.5 billion)
Sycomore Asset Management, France (EUR 7.1 billion)