Frequently Asked Questions

1. What is the ADR conversion into ordinary shares listed on the New York Stock Exchange (“NYSE”) and when will it occur?

As announced in the October 30, 2025, press release, TotalEnergies has decided to terminate its ADR (“American Depositary Receipt”) program. This termination is expected to be effective from December 8, 2025. At termination, the ADRs will be converted into TotalEnergies ordinary shares, which can be traded on the NYSE (the “Conversion”). Each ADR will be exchanged for one ordinary share.

The ordinary shares will begin trading on the NYSE on the conversion date, i.e. on the same date as the termination date of the ADR program.

The TotalEnergies ordinary shares listed on Euronext and on the NYSE will constitute a single class of shares fully fungible creating a “global listing”. As a result, from the conversion date onward, shareholders will be able to transfer their ordinary shares between the French market (whose depositary is Euroclear France) and the US market (whose depositary is the Depositary Trust Company (“DTC”)), and vice versa. Please refer to question 6 regarding the restrictions applying to shareholders whose residency is in France.

After the Conversion, TotalEnergies shares will be listed on Euronext Paris, Euronext Brussels, the London Stock Exchange, and the NYSE, creating near round-the-clock trading opportunities.

2. What is the impact of the Conversion on shareholders that own shares listed on Euronext?

The Conversion will not affect shareholders who hold TotalEnergies’ ordinary shares listed on Euronext nor will it change the Company’s structure or governance.

No action is required from shareholders holding TotalEnergies’ shares listed on Euronext in the context of this Conversion. They will continue to have their dividend paid in euros and to participate and vote at general meetings as prior to the Conversion.

3. What is the rationale for the Conversion?

TotalEnergies is adapting to the evolution of its shareholder base, which has become increasingly weighted toward North America. In addition, the Conversion will remove ADR frictions, foster access to additional Assets Under Management (“AUM”) among institutional investment funds.

• Responding to shareholder trends: Over time, North American investors have become a key part of TotalEnergies’ shareholder base. Since the initial ADR listing in 1991, international ownership has notably increased. As of the end of Q2 2025, North America represented over 50% of the Company’s institutional shareholder base, equating to circa 38% of the total shareholder base.
• Removing ADR frictions and fostering access to additional AUM: The Conversion should reinforce the attractiveness of TotalEnergies’ stock without any additional obligations for the Company and could enhance trading liquidity, which is an important positive attribute for the investment community. By listing ordinary shares on the NYSE, TotalEnergies aims to make it more cost-effective for North American shareholders to own the stock.

4. Is TotalEnergies moving to the US?

No, TotalEnergies SE will remain a European company (societa europea) incorporated in France and its headquarters will continue to be located in France.

TotalEnergies will continue to qualify as a “foreign private issuer” under NYSE and U.S. Securities and Exchange Commission (“SEC”) regulations.

5. Does the Conversion impact current index inclusion in Europe?

The Conversion will not affect the current listing on Euronext, nor will it change the Company’s structure or governance.

TotalEnergies will remain a European company (societa europea) with its headquarters in Paris and will continue to be listed on Euronext (Paris and Brussels). Consequently, it will continue to be included in the main European indices, such as the CAC 40 and the EURO STOXX 50.

Inclusion in major European or US stock indices depends on several factors and ultimately remains at the discretion of the index providers.

6. Will shareholders domiciled in France be able to hold or transfer their TotalEnergies shares on the US market?

Shareholders domiciled in France (within the meaning of Article 102 of the French civil code) will not be able to hold shares in the US market or transfer their TotalEnergies shares to the US market.

The structure supporting the listing of ordinary share on the US market involves a registered intermediary (intermédiaire inscrit) acting on behalf of the owners of the TotalEnergies ordinary shares registered on the U.S. Register, including those as may be held by a broker or custodian bank in DTC, in accordance with Articles L. 228-1 et seq. of the French commercial code.

Pursuant to the French Commercial Code, persons or entities domiciled in France (within the meaning of Article 102 of the French civil code) are not permitted to hold ordinary shares on the U.S. Register. If a French resident were to hold Shares on the U.S. Register (including through DTC), such holder may be restricted from exercising voting rights or, in certain cases, from receiving dividends, until the Shares are repositioned to the French or European market.

7. What is the Conversion timeline?

Conversion is expected to be implemented from December 8, 2025:

• On September 24, 2025, the Board of directors approved the project of ADR conversion into ordinary shares listed on the NYSE.
• October 30, 2025, the Company has launched the termination of the deposit agreement between TotalEnergies, JP Morgan Chase Bank, N.A. (the depositary bank), and the ADR holders governing the ADR program. Upon termination of the deposit agreement, each outstanding ADR will be cancelled and an ordinary share listed on the NYSE will be delivered. Following this decision, JP Morgan Chase Bank, N.A. (JP Morgan) will send a notice to ADR holders regarding termination of the ADR program. This notice formally informs ADR holders of the upcoming termination of the American Depositary Receipt program. It outlines the timeline and process for converting ADRs into ordinary shares or taking other necessary actions before the program ends.
• From December 8, 2025, the outstanding ADRs are expected to be cancelled and the former holders of such ADRs entitled to receive the corresponding number of TotalEnergies ordinary shares. On the same date, TotalEnergies ordinary shares are expected commence trading on the NYSE.

8. What will happen to TotalEnergies ADR holders on the Conversion date?

As part of the Conversion, ADR holders on the termination date of the ADR program will receive one (1) ordinary share listed on the NYSE for each ADR they held.

TotalEnergies' ADR program depositary bank, JP Morgan, sent a notice to ADR holders along with a letter from TotalEnergies, explaining the upcoming ADR termination and how the 1:1 conversion to ordinary shares will work. This notice contains all the key information ADR holders need to understand the process.

The conversion process will be the following:

• ADRs held through the DTC: Most ADR holders hold their ADR shares through a bank, broker, or other financial institution participating in the Depository Trust & Clearing Corporation (“DTC”). In this case, no action is needed, the conversion will happen automatically. The resulting ordinary shares will automatically be delivered to the same DTC participant account in which the ADRs had been held.
• ADRs held in registered or certificated form: For registered or certificated ADR holders, their ordinary shares will be delivered by Computershare Trust Company, N.A. (“Computershare”), acting as the exchange agent. Shortly after the Conversion, such holders will be sent a communication by post with certain instructions and election options to be completed before taking full receipt of their ordinary shares. The election options (which can be made online or through a paper form, with details on both included in the same communication) will allow holders to elect for (i) the delivery of ordinary shares through a custodian bank, broker or financial intermediary participating in DTC, (ii) the delivery of ordinary shares through a custodian bank, broker or financial intermediary participating in Euroclear, or (iii) the delivery of ordinary shares directly in their own name in registered form. To receive their shares (under option (iii) above, these holders may need to provide personal or company information (such as birth date, passport number, company registration number, LEI, or BIC). To contact the exchange agent within the USA, US territories & Canada: 1-866-596-2937, or outside USA, US territories & Canada: 1-781-575-2160. Exchange agent representatives are available from 8:00 a.m. to 8:00 p.m. ET, Monday through Friday but are unable to provide comments on the merits of the Conversion or any financial or taxation advice.

For any additional questions, please contact your financial intermediary or send an email to [email protected].

9. Until which date will ADR holders be able to trade their ADRs? When will they be able to trade the ordinary shares received as a result of the Conversion?

The Conversion is expected to occur from December 8, 2025, ADR holders will be able to trade their ADR prior to the conversion date (i.e., through market close on Friday December 5, 2025, if the date of December 8, 2025 is confirmed). At market open on the conversion date, ordinary shares will be listed on NYSE and commence trading on US markets. The ADR program will simultaneously be terminated.

10. Will ADR holders incur any fees related to the Conversion?

Neither JP Morgan as depository of the ADR program nor TotalEnergies SE will charge any fee to ADR holders or current shareholders for the Conversion.

11. In which currency will the dividends be paid after the Conversion?

After the Conversion, holders of ordinary shares held in the US market will receive dividends in USD. For details, see the “Dividends” section.

12. What are the implications for current shareholders of ordinary shares listed on Euronext?

The Conversion will not affect shareholders who hold TotalEnergies’ ordinary shares listed on Euronext. No action is required from them in this context. They will continue to have their dividend paid in euros and to participate and vote at general meetings as prior to the Conversion.

In addition, from the Conversion date onward, shareholders will be able to transfer their shares between the French market (whose central securities depositary is Euroclear France) and the US market (whose Central Securities Depositary is the Depositary Trust Company “DTC”), and vice versa. Please refer to question 6 regarding the restrictions applying to shareholders whose residency is in France.

After the Conversion, TotalEnergies shares will be listed on Euronext Paris, Euronext Brussels, the London Stock Exchange, and the NYSE, creating near round-the-clock trading opportunities.

Euroclear France will remain the issuer Central Securities Depositary (“CSD”) of TotalEnergies shares.

13. What are the implications for French shareholders of ordinary shares listed on Euronext?

The Conversion will not affect French shareholders who hold TotalEnergies’ ordinary shares listed on Euronext. No action is required from them in this context. They will continue to have their dividend paid in euros and to participate and vote at general meetings as prior to the Conversion.

Please refer to question 6 regarding the restrictions applying to shareholders whose residency is in France.

Please contact [email protected] for any other question.

14. Stock information

Ordinary shares listed on Euronext and on the NYSE will constitute a single class of shares, ordinary shares, with identical voting and economic rights.

Post completion of the Conversion and the listing of ordinary shares in the US market, TotalEnergies ordinary shares will be listed on (i) the NYSE in US Dollars and on (ii) Euronext Paris, (iii) Euronext Brussels, and (iv) London Stock Exchange (via Crest Depositary Interests “CDI”), in Euros.

Shares held on the European market are identified by the ISIN code ISIN FR0000120271, while shares held in the US market will be identified by the CUSIP F92124 100.

Euroclear France will remain the issuer Central Securities Depositary (“CSD”) of TotalEnergies shares.

Settlement of trades on the European stock exchanges occurs two business days after trading (T+2) and settlement of trades on the NYSE occurs one business day after trading (T+1).

15. How to transfer shares listed in the US market to European market and vice versa?

If shareholders want to move their shares from one market to the other, they should contact their custodian bank, broker, or financial intermediary. These intermediaries will coordinate with Euroclear France in Europe or Computershare Trust Company, N.A. (“Computershare”), in their capacity as transfer agent for the U.S. Register, who will handle the repositioning instruction.

For questions about these transfers, please reach out directly to your custodian bank, broker, or financial intermediary.

16. What would be the timeframe for transferring shares listed in the US market to European market and vice versa?

•  Transferring shares to the US market: Instructions from your custodian bank, broker, or financial intermediary must be received by Euroclear France before 4:00 p.m. (CET) to be processed on the same calendar day by US market close. Instructions received after that time will be completed the next business day in the US.
• Transferring shares to the European market: Instructions from you (if in direct registered form) or your custodian bank, broker, or financial intermediary must be received by Computershare before 3:00 p.m. (US ET) to be completed the following business day in France by European market close. Instructions received after that time will be completed two business days later.

As a consequence of the above, the process for repositioning ordinary shares between France and the U.S. should be completed within two trading days. In case of certain corporate events (including but not limited to Shareholders' meetings, dividends payment or other distributions), TotalEnergies may temporarily suspend transfers between the European and US markets.

Shareholders will be informed about such suspensions and their duration via press release and on the Company’s website.

If investors plan to trade shares in a different market than where they are currently held, TotalEnergies recommends taking into consideration the time needed for the instruct and complete the repositioning process and the standard settlement periods in each market (being T+2 or T+1).

17. Would it be possible to buy TotalEnergies ordinary shares in the US market and sell them on European market, or vice-versa?

For Shares held in the US market to be used to settle a trade placed on the European market they would have to be transferred into the European market, and vice versa.

For further information on the transfer of shares from European market to the US market or vice versa, please refer to question 15 and 16 and contact your custodian bank, broker, or financial intermediary. If the shares are held in registered form (“nominatif pur”), the request should be made directly to Societe Generale Security Services, as registrar (“teneur de registre”) of TotalEnergies. If ordinary shares are held in the US Register, administered by Computershare, the request should be made to Computershare

18. Could there be a discrepancy in the share price between the two stock exchanges?

Shares listed on Euronext Paris and shares to be listed on the NYSE will belong to the same class, ordinary shares, fully fungible, with identical voting and economic rights, and can be moved between European and US markets.

As a result, share prices are expected to be correlated, subject to the EUR/USD exchange rates since shares listed on Euronext will be denominated in Euro and shares to be listed on the NYSE will be denominated in USD respectively (as is currently the case for ADRs).

19. What will be trading hours for TotalEnergies ordinary shares on Euronext and on the NYSE?

TotalEnergies shares will be tradable near round-the-clock:

• In Paris time (CET), TotalEnergies shares will be traded continuously from 9:00 am to 5:30 pm on Euronext Paris and from 3:30 pm to 10:00 pm (or from 2:30 pm to 9:00 pm when the ET time difference is only 5 hours) on the NYSE.
• In New York time (ET), TotalEnergies shares will be traded continuously from 3:00 am to 11:30 am on Euronext Paris (or from 2:00 am to 10:30 am when the CET time difference is only 5 hours) and from 9:30 am to 4:00 pm on the NYSE.

20. May the transfer of shares between European market and US market be subject to suspension?

In case of certain corporate events (including but not limited to Shareholders' meetings, dividends payment or other distributions), TotalEnergies may temporarily suspend transfers of shares between the US and European markets.

In such case, shareholders will be informed about such suspension and the duration via press release and on the Company’s website.

21. What are the fees associated with the transfer of ordinary shares between European and US markets?

Shareholders should consult their custodian bank, broker, or financial intermediary about any fees related to the transfer of shares between European and US markets, as well as any additional costs linked to holding and trading shares on the European or US markets through a European or US securities account. Shareholders not holding their ordinary shares through a custodian bank, broker or financial intermediary, may contact Computershare or Societe Generale Security Services directly, as applicable.

22. What are the U.S. federal income and French tax consequences for shareholders that transfers their ordinary shares between European and the US markets?

Transfers of TotalEnergies shares between the European and US markets are not expected to trigger negative U.S. federal income tax consequences for U.S. citizens or U.S. resident shareholders, nor French income tax consequences for French resident shareholders.

Shareholders are encouraged to consult their tax advisor before transferring their TotalEnergies shares to fully understand the tax implications based on their specific situation. Specific reporting obligations may also apply depending on their individual situation and tax residence.

Such transfers between markets will not be subject to the French Financial Transaction Tax (TTF) provided that the beneficial owner of the shares transferred remains unchanged.

As detailed in question 6, shareholders domiciled in France are not permitted to hold their TotalEnergies shares in the US market.

23. How will this Conversion impact dividend payments? In which currency will it be paid?

For holders of TotalEnergies ordinary shares in the European market and listed on Euronext Paris, Euronext Brussels or the London Stock Exchange as of the dividend’s record date, dividends will be paid in Euros, as has been the case in the past.

For holders of TotalEnergies ordinary shares in the US market, either through DTC or on the register administered by Computershare, as of the dividend’s record date, dividends will be paid in US dollars.

Please refer to https://totalenergies.com/investors/shares-and-dividends/dividends for information on upcoming dividends.

24. Will shareholders holding ordinary shares need to take any action in relation to receiving their dividends?

For shareholders who hold shares in the European market, no action is required and dividend payments will proceed as previously.

If you currently hold ADRs through a custodian bank, broker, or financial intermediary, to the extent possible, all preferences, elections and instructions as to notices and other communications, and payment methods for dividend payments which have been duly notified to their bank, broker or financial intermediary should be preserved and be deemed to apply following the Conversion.

If, on conversion date, ADRs were held in registered or certificated form (i.e. not through a broker), shortly after the Conversion date you will be contacted by the Exchange Agent (Computershare) to deliver your TotalEnergies ordinary shares. The communication will provide holders with election options (which can be made online or through a paper form, with details on both included in the same communication) allowing for (i) the delivery of ordinary shares through a custodian bank, broker or financial intermediary participating in DTC, (ii) the delivery of ordinary shares through a custodian bank, broker or financial intermediary participating in Euroclear, or (iii) the delivery of ordinary shares directly in their own name in registered form. To receive their shares (under option (iii) above), these holders may need to provide personal or company information (such as a date of birth, passport number, company registration number, LEI, or BIC).

Once shareholders receive their shares, TotalEnergies recommends that you review your settings with Computershare or your bank or broker or financial intermediary, as the case may be, to ensure that they are aligned with your preferences.

For shares held in the US market post conversion, please refer to question 32 for more details on how to benefit from reduced or exempt withholding tax rates, if applicable.

25. Will there be a dividend fee levied by TotalEnergies SE?

Post Conversion, no dividend fee will be levied by TotalEnergies SE on dividend payments.

Shareholders should contact their bank, broker or financial intermediary for information on fees, if any, charged by those intermediaries on dividend payments.

With respect to the dividend tax treatment, please refer to question 30.

26. What will be the ex-date and record date for dividend payment on the TotalEnergies ordinary shares in European and US markets?

TotalEnergies ordinary shares in the US and European markets will have the same ex-date for dividend payments.

However, each market operates on a different settlement cycle: European markets currently maintain a T+2 settlement cycle whereas US markets currently maintain a T+1 settlement cycle. So long as the markets maintain their different settlement cycles, the record dates will differ between markets. The record date for Euronext Paris is expected to be one business day later than the record date for the NYSE.

As a result of the gap between record dates, transfers between markets will be “frozen” for a “freeze period”, to be announced for each dividend declared, during which Computershare and Euroclear will not accept instructions to transfer shares between markets.

Payment dates in the European and US market will be different, notably to allow for the collection of applicable reduced withholding tax rate ahead of payment for dividend payment in the US market.

For each dividend payment, the Company will release the ex-dividend date, payment dates and freeze periods via press release and on its website.

Please refer to https://totalenergies.com/investors/shares-and-dividends/dividends for published dividend timetable.

27. Will the Conversion of ADRs into ordinary shares trigger any adverse tax consequences for ADR holders?

The Conversion of ADRs into TotalEnergies ordinary shares (on 1:1 basis) will not have adverse tax consequences in terms of income tax or corporate tax for tax residents of the United States, Canada, and the United Kingdom, who represent the vast majority of ADR holders.

For ADR holders with a different tax residence, it is advised that they consult their tax advisor.

However, ADR holders are advised to consult their own tax advisor to confirm the tax treatment applicable to their specific situation and country of tax residence. Specific reporting obligations may also apply depending on their individual situation and country of tax residence.

The conversion of ADRs into TotalEnergies ordinary shares will not be subject to the French Financial Transaction Tax (TTF).

28. Will transactions on TotalEnergies shares held or traded in the US market after the Conversion be subject to the French Financial Transaction Tax (TTF)?

All TotalEnergies' ordinary shares, including those to be held or traded in the US market, will be in the scope of the French Financial Transaction Tax (TTF) as it is currently the case for TotalEnergies’ ADRs and ordinary shares listed on Euronext.

Therefore, following the Conversion, such tax will be due on any acquisition for consideration of TotalEnergies shares (except where applicable exemptions apply), whether held or traded in the US or French markets and regardless of the place of incorporation or tax residence of the acquirer.

As of October 30, 2025, the rate of this tax is currently set at 0.4%.

29. Will dividends paid by TotalEnergies SE on shares held in the U.S. market be subject to a different tax treatment than dividends paid on shares held on the European market?

Dividends paid by TotalEnergies SE will be subject to the same tax treatment, regardless of whether the shares are held in the US or the European markets.

For shareholders that are not French residents for tax purposes, French withholding tax will apply, regardless of whether their shares are held on the European or US market. The applicable withholding tax rate will depend on the specific situation and country of tax residence of the beneficial owner.

In practice, for shares held in the US market (in DTC or US register), Société Générale Securities Services will withhold the relevant French withholding tax when dividends are paid. If eligible, shareholders can request a reduced tax rate by providing the necessary documents to Globetax, the US service provider.

For shares held on the European market, the Conversion does not change the way dividends are currently handled.

In addition, shareholders can also be subject to taxation on the dividends received in their country of tax residence.

Shareholders are encouraged to consult their tax advisor to understand how dividend payments may affect them, based on their personal situation and country of tax residence.

30. What will be the withholding tax rate applicable to dividends paid?

Dividends paid by TotalEnergies SE to shareholders that are not French residents for tax purposes will be subject to French withholding tax. The applicable withholding tax rate depends on the individual situation and local tax residence of the beneficial owner, regardless of whether the shares are listed on the NYSE or Euronext.

The French standard withholding tax rate is currently 12.8% for individual shareholders and 25% in other cases. Reduced rates or exemptions may apply in certain cases (e.g., under an applicable income tax treaty), either upfront or through a refund mechanism, provided that all supporting documents are timely provided by the shareholder. A 75% rate may apply in the event of payment to a non-cooperative state or territory.

Dividends paid to a shareholder by or through a “United States person” (as determined for U.S. federal income tax purposes) may also be subject to U.S. federal backup withholding tax (which is currently at a 24% rate), unless the shareholder is an exempt recipient that establishes such status or provides duly executed IRS Form W-9 or appropriate IRS Form W-8, in each case, evidencing that such shareholder is not subject to U.S. federal backup withholding tax.

Shareholders are advised to consult their own tax advisors to obtain information relevant to their specific tax situation.

31. Would it be possible for shareholders to get a tax credit in their country of tax residence for the French withholding tax?

Whether shareholders can obtain a tax credit in their country of tax residence depends on their individual tax situation and the local tax legislation in their country of tax residence.

Shareholders are advised to consult their own tax advisors to determine whether a tax credit may be available in their country of tax residence for any French withholding taxes in light of their particular circumstances.

32. How will shareholders of shares held in the US market be able to benefit from reduced French withholding tax rates?

Shareholders holding shares in the US market will be able to benefit from applicable reduced French withholding tax rates, if eligible, by using a service to be provided by GlobeTax, a US service provider.

To benefit from the reduced rates upon dividend payment, shareholders will need to submit the required documents to GlobeTax via their bank, broker or financial intermediary or Computershare if their shares are held in registered form before the dividend payment date. Shareholders may also request, if eligible, a refund of the excess French withholding tax after the dividend is paid. This refund process can also be handled by GlobeTax.

The list of relevant documents to be provided to GlobeTax and applicable deadlines will be shared with shareholders holding shares through a bank, broker or financial intermediary in the DTC system, via DTC’s important notices, as previously communicated for ADRs.

33. Will holders of ordinary shares held in the US market be allowed vote at the shareholders general meeting?

Ordinary shares held in the US market and those held on the European market are identical and benefit from the same voting and economic rights. Holders of ordinary shares held in the US market will be allowed to vote at the annual general meeting. The terms and conditions will be detailed in the notice of meeting of the upcoming TotalEnergies general meeting and/or on the Company’s website.

34. At which date will shareholders have to hold their shares to be able to vote in a shareholders general meeting ("Record Date")? Are there discrepancies between Record Date for ordinary shared listed on Euronext Paris and those listed on the NYSE?

Under French law, the right to vote and more generally to participate in a general meeting is established by the registration of securities in the name of the shareholder (or of the intermediary registered on its behalf) by the second business day at 00h00 a.m. (Paris time, which is typically equivalent to 6:00 p.m. New York time on the prior day) preceding the general meeting (the "Voting Record Date"). There is one single Voting Record Date for all TotalEnergies ordinary shares regardless of the market in which they are held. Only votes of shareholders holding shares on the Voting Record Date will be considered.

In addition, given the short period between the Voting Record Date and the general meeting date, to accommodate the longer U.S. proxy solicitation process in accordance with US practices, a "US Notice Record Date" (that will take place approximately 30 days prior to the General Meeting date) will be set for shareholders registered through the US Register to identify those shareholders eligible for notice and information regarding the upcoming vote.

Shareholders holding TotalEnergies ordinary shares in the US market as of the US Notice Record Date who sell their TotalEnergies shares prior to the Voting Record Date would have their votes invalidated, whereas a purchaser of TotalEnergies shares between the US Notice Record Date and Voting Record Date shall have a legal right to vote but may not receive the notices and information necessary to vote their shares through the U.S. Register. Such shareholders who have acquired shares between the U.S. Notice Record Date and the Voting Record Date who would like to exercise their vote will be able to transfer their shares to the European market and are encouraged to contact their custodian bank, broker or financial intermediary sufficiently in advance to transfer their shares to the European market if they wish to do so.