The Shareholders' Newsletter #78 Fall 2025

EUROPE

A major step forward in TotalEnergies’ Integrated Power strategy: creation of a 50/50 joint venture with EPH to accelerate our gas-to-power integration in Europe

The Company has signed an agreement with Energetický a průmyslový holding, a.s. (EPH) for the acquisition of 50% of a portfolio of flexible power generation assets (gas-fired and biomass power plants, batteries).

The transaction is fully consistent with TotalEnergies’ Integrated Power strategy through which it aims to become a leading integrated player in the European electricity markets. It will enable TotalEnergies to take full advantage of the complementary fit between its portfolio of renewable energy and the portfolio of flexible assets contributed by the transaction with EPH. Given its position as the number-one gas supplier in Europe, this transaction also enables the Company to fully capitalize on gas-to-power integration and create added value for the LNG chain, independently of oil cycles.

This major transaction, worth €5.1 billion, will be paid entirely in shares through the issue of 95.4 million TotalEnergies shares*^, equal to approximately 4.1% of the Company’s share capital. EPH will thus become one of the Company’s main shareholders and a long-term European shareholder that fully shares in the transition strategy led by TotalEnergies since 2020.

The transaction is immediately accretive to TotalEnergies’ shareholders: over the next five years, TotalEnergies expects an increase in available cash flow of about $750 million per year, which far exceeds the additional dividend requirement for the newly issued shares.

As a result of this transaction, the Integrated Power segment will generate positive free cash flow and contribute to shareholder returns as early as 2027 compared with 2028 previously.