Service Stations in Europe TotalEnergies Partners with Alimentation Couche-Tard in Belgium and Luxembourg and Sells its Networks in Germany and the Netherlands

Regulatory News:

TotalEnergies (Paris:TTE) (LSE:TTE) (NYSE:TTE) and Canadian convenience store leader Alimentation Couche-Tard (“Couche-Tard”) have signed agreements covering TotalEnergies' retail networks in four European countries. Under these agreements, TotalEnergies will partner with Couche-Tard in Belgium and Luxembourg and sell its networks in Germany and the Netherlands to the Canadian firm:

• In Belgium and Luxembourg, TotalEnergies and Couche-Tard will form a joint venture (TotalEnergies 40%, Couche-Tard 60%) that will own and operate 619 service stations. TotalEnergies is a market leader in these two countries, and the partnership with Couche-Tard will accelerate the transformation of these assets by maximizing their non-fuel sales.

• In Germany and the Netherlands, TotalEnergies will sell 100% of its networks to Couche-Tard, including 1,198 service stations in Germany and 392 in the Netherlands. The Company is not a market leader in these two countries, and the expertise of a convenience store retailer is crucial. TotalEnergies will focus instead on developing new mobilities (electric and hydrogen) in these countries.

The service stations in the four countries will remain under the TotalEnergies brand as long as the fuel is supplied by the Company, for at least five years, notably from its refineries in Antwerp (Belgium) and Leuna (Germany).

The planned transaction, based on an enterprise value of €3.1 billion (equivalent on a post-tax basis to more than 15 years of net cash flow), covers the service station networks and the B2B fuel card activities. TotalEnergies will retain its activities related to off-station electric vehicle charging (charging hubs), hydrogen retail and wholesale fuel business, as well as the AS 24 service station network for trucks.

A Transaction Aligned with Europe's and TotalEnergies' Net Zero Ambition

With its Green Deal and Fit for 55 legislative package, the European Union has taken practical steps toward achieving its ambition to become the first carbon-neutral continent. As part of this ambition, the European Parliament voted to end new sales of combustion-engine vehicles by 2035 to promote the development of zero-carbon vehicles. These major trends are prompting TotalEnergies to make decisions regarding the future of its retail networks in Europe, which will see their fuel-related revenues decline, while electric vehicles will charge more often at home and at work, and less often in service station.