Slides
Page 1
50% acquisition of EPH flexible generation in Europe November 17, 2025
Page 2
Scandale CCGT, Italy
Page 3
TTEPH | 3 iPower USA, Europe, Brazil Key deregulated markets to scale up the integrated model USA Growing power demand: datacenters, industry CCGTs & BESS to capture price spikes from renewable intermittence and high peak demand Expanding corporate PPA market driving profitable renewable projects Brazil Economic growth driving power demand growth Strong partnership with Casa dos Ventos Developed Clean Firm Power market, potential for flexible assets (BESS, hydro) Europe Growing electrification: EV penetration, heat pump High wholesale price driven by gas and CO2 prices Gas-to-power tailwinds: coal exit, energy security focus CCGTs & BESS capture price volatility from renewable intermittence Germany, UK in particular Leveraging the multi-energy model to strengthen Oil & Gas positions Extended value proposition and support to host countries energy transition Reduced emissions with on-site renewable Selectively targeting large-scale growing markets India, South Africa Strategic partnerships with local players Low-Capex, high-return assets Strategic review: monetizing all non-core assets Oil & Gas countries Selected renewable markets of TotalEnergies’ power capacity and generation + + = ~70% Integrated Power Strategy as presented on Sept. 29th Sharpening focus on key deregulated markets
Page 4
All-stock transaction with closing expected by mid 2026 Creation of a joint venture owned 50/50 by TotalEnergies and EPH Partnering with a successful and experienced team that built a leading flexgen player in Europe 50% of >14 GW CCGT gross capacity* Across key European markets (Italy, UK & Ireland, NL, France) 15 TWh net power generation growing to 20 TWh in 2030 JV operates assets under a tolling scheme Each partner offtakes and commercializes its net production ~750 M$/y average available cash flow from 2026 Scalable platform supporting growth JV in charge of 5 GW portfolio under development 5.1 B€ in TotalEnergies shares ~95.4 million shares @ 53.94 €/sh, ~4.1% of the capital Based on a 10.6 B€ EV ~7.6x 2026 EBITDA What TotalEnergies will gainOffer for 50% of EPH’s flexible assets in Europe * In operation or under construction iPower TTEPH | 4
Page 5
Building a major gas-to-power player in Europe iPower Source: peers’ disclosures, TotalEnergies’ analysis Net gas-fired capacity in Europe Q3 2025, in operation or under construction, GW Unlocking value from additional flexgen capacity Boosting Clean Firm Power sales from renewables & flexgen integration Scaling up asset-based and cross-border interconnection trading opportunities LNG deliveries to Europe 2024, Mtpa Enhancing LNG-to-power integration in Europe Adding value to LNG portfolio from CCGT gas supply •#1 regasification player in Europe, with ~20 Mtpa •#1 LNG supplier to Europe 5 10 15 RWE ENGIE Enel EDF Uniper Naturgy SSE A2A Iberdrola ENI EDP Post closing Q3 2025 4.7 GW Driving value through scale and integration 5 10 15 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 10 Peer 11 Peer 12 ~15 TWh net production from new JV adds value to 2 Mtpa through integration ~11 GW TTEPH | 5
Page 6
Immediately cash-accretive transaction iPower 400 800 Dividend for new shares Available cash flow from transaction ~750 M$/y Extra available cash +95.4 M shares Annual available cash flow vs. Dividend charge for new shares M$/y TTEPH | 6 10 20 CMD Sept 25 guidance New guidance 14-16 B$/y -1 B$/y Revised Capex guidance B$/y 15-17 B$/y
Page 7
Scandale CCGT, Italy
Page 8
Top-tier flexible assets across key European markets iPower Acquiring >14 GW portfolio in Italy, UK, Ireland, Netherlands, France Acquisition Perimeter Gross capacity Biomass 0.5 GW in operation 0.3 GW under development BESS 1.3 GW under construction 1.6 GW under development CCGT 12.5 GW in operation (10.8 GW) or under construction 3.2 GW under development CCGT, in TotalEnergies current portfolio CCGT, acquired, in operation construction development BESS, acquired, in construction development Biomass, acquired, in operation developmentUK and Ireland 7.1 GW Italy 7.5 GW Netherlands 3.6 GW France 1.1 GW TTEPH | 8
Page 9
Adding flexgen capacity in key European markets iPower Attractive market for power trading Core position in the European grid Cross-border interconnections supporting large volumes of import/export flows JV encompasses 5 TWh/y B2B business Italy – 6.1 GW* United Kingdom & Ireland – 5.4 GW* Netherlands – 2.8 GW* Proxy for Germany CCGTs & BESS capture price volatility from renewables intermittency Need for CCGTs due to coal-fired plants decommissioning Power islands with power price linked to gas and high CO2 prices Strong wholesale price Gas-to-power tailwinds: coal exit, energy security focus Positive market dynamics for flexible assets Attractive capacity market Profitable balancing market driven by wind penetration and grid congestion Strong prices, capacity mechanisms and trading dynamics A power island with power price linked to gas and growing CO2 prices Strong wholesale price Structurally profitable for flexible assets Attractive capacity remuneration mechanism Strong margin for CCGTs due to dispatching regulation and zonal system TTEPH | 9* Gross capacity, in operation or under construction
Page 10
A growing platform generating resilient cash flow iPower 2026 (full year basis) - 2030: Production growth associated with assets under construction and planned refurbishment of UK assets Joint-venture gross margin 100% JV, B$ Robust cash generation, with ~40% of gross margin from secured capacity remuneration, more than covering fixed costs Revenues from managed and marketed electricity production growing in line with power output •Boosting Clean Firm Power sales through integrated value chain synergies •Scaling up asset-based and cross-border interconnection trading opportunities 20 40 2026 2030 ~+33% 0 2 2026 Fixed costs Revenues from Marketed production 40% secured revenues from capacity remuneration Joint-venture electricity generation 100% JV, TWh/y TTEPH | 10
Page 11
Strong fit along Integrated Power value chain in Europe Storage BESS Upstream gas* & LNG portfolio** Flexible generation Gas-fired, Biomass Power trading Customers PowerRenewables iPower Note: Reported production and sales are net Company share. Reported storage capacity is gross, in operation or under construction. * Reported in E&P segment ** Reported in Integrated LNG segment 2026 2030 1.1 Bcf/d North Sea gas production 15 Mtpa LNG delivered to Europe Driving value through flexgen-renewables complementarity 6 GW installed gross capacity 2026 20 GW installed gross capacity 2030 ~70 TWh/y including 15 TWh/y offtake and commercialization from transaction ~60 TWh/y B2B/B2C including 2.5 TWh/y from transaction (B2B customers in NL) 2026 2030 TTEPH | 11 35 TWh/y including 20 TWh/y from transaction 2 GW including 1.3 GW from transaction 7 GW including ~3 GW from transaction 25 TWh/y including 15 TWh/y full-year from transaction
Page 12
Myrtle Solar, USA
Page 13
Updated guidance for TotalEnergies Reduced Capex guidance at Company level This transaction frontloads 6 B$ of inorganic Capex which were embedded in 15-17 B$/y net Capex guidance (Sept. 2025), out of which 3-4 B$ for Integrated Power Net Capex guidance revised down to 14-16 B$/y through 2026-2030, of which 2-3 B$/y for Integrated Power Accelerated free cash flow for Integrated Power segment Integrated Power free cash flow positive and contributing to shareholder returns as early as 2027 (instead of 2028) Contributes to the increase of ROACE from 10% to 12% Enhanced free cash flow for TotalEnergies Acceleration and firming up of the FCF/share growth trajectory (~+20%/y) between 2026 and 2030 iPower TTEPH | 13
Page 14
These adjustment items include: 1. Special items Due to their unusual nature or particular significance, certain transactions qualifying as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, transactions such as restructuring costs or assets disposals, which are not considered to be representative of the normal course of business, may qualify as special items although they may have occurred in prior years or are likely to occur in following years. 2. Inventory valuation effect In accordance with IAS 2, TotalEnergies values inventories of petroleum products in its financial statements according to the First-In, First-Out (FIFO) method and other inventories using the weighted-average cost method. Under the FIFO method, the cost of inventory is based on the historic cost of acquisition or manufacture rather than the current replacement cost. In volatile energy markets, this can have a significant distorting effect on the reported income. Accordingly, the adjusted results of the Refining & Chemicals and Marketing & Services segments are presented according to the replacement cost method. This method is used to assess the segments’ performance and facilitate the comparability of the segments’ performance with those of its main competitors. In the replacement cost method, which approximates the Last-In, First-Out (LIFO) method, the variation of inventory values in the statement of income is, depending on the nature of the inventory, determined using either the month-end prices differential between one period and another or the average prices of the period rather than the historical value. The inventory valuation effect is the difference between the results under the FIFO and the replacement cost methods. 3. Effect of changes in fair value The effect of changes in fair value presented as an adjustment item reflects, for trading inventories and storage contracts, differences between internal measures of performance used by TotalEnergies’ Executive Committee and the accounting for these transactions under IFRS. IFRS requires that trading inventories be recorded at their fair value using period-end spot prices. In order to best reflect the management of economic exposure through derivative transactions, internal indicators used to measure performance include valuations of trading inventories based on forward prices. TotalEnergies, in its trading activities, enters into storage contracts, whose future effects are recorded at fair value in TotalEnergies’ internal economic performance. IFRS precludes recognition of this fair value effect. Furthermore, TotalEnergies enters into derivative instruments to risk manage certain operational contracts or assets. Under IFRS, these derivatives are recorded at fair value while the underlying operational transactions are recorded as they occur. Internal indicators defer the fair value on derivatives to match with the transaction occurrence. The adjusted results (adjusted operating income, adjusted net operating income, adjusted net income) are defined as replacement cost results, adjusted for special items, excluding the effect of changes in fair value. Euro amounts presented for the fully adjusted-diluted earnings per share represent dollar amounts converted at the average euro-dollar ( €-$) exchange rate for the applicable period and are not the result of financial statements prepared in euros. Cautionary Note to U.S. Investors – The SEC permits oil and gas companies, in their filings with the SEC, to separately disclose proved, probable and possible reserves that a company has determined in accordance with SEC rules. We may use certain terms in this document, such as “potential reserves”, “future reserves” or “resources”, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the disclosure in the Form 20-F of TotalEnergies SE, File N° 1-10888, available from us at 2, place Jean Millier – Arche Nord Coupole/Regnault - 92078 Paris-La Défense Cedex, France, or at our website totalenergies.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website sec.gov. This document contains information that was inside information until its release. The terms “TotalEnergies”, “TotalEnergies company” and “Company” in this document are used to designate TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE. Likewise, the words “we”, “us” and “our” may also be used to refer to these entities or their employees. The entities in which TotalEnergies SE directly or indirectly owns a shareholding are separate and independent legal entities. This document may contain forward-looking statements (including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995), notably with respect to the financial condition, results of operations, business activities and industrial strategy of TotalEnergies. This document may also contain statements regarding the perspectives, objectives, areas of improvement and goals of TotalEnergies, including with respect to climate change and carbon neutrality (net zero emissions). An ambition expresses an outcome desired by TotalEnergies, it being specified that the means to be deployed do not depend solely on TotalEnergies. These forward-looking statements may generally be identified by the use of the future or conditional tense or forward-looking words such as “envisions”, “intends”, “anticipates”, “believes”, “considers”, “plans”, “expects”, “thinks”, “targets”, “aims” or similar terminology. Such forward-looking statements included in this document are based on economic data, estimates and assumptions prepared in a given economic, competitive and regulatory environment and considered to be reasonable by TotalEnergies as of the date of this document. These forward- looking statements are not historical data and should not be interpreted as assurances that the perspectives, objectives or goals announced will be achieved. They may prove to be inaccurate in the future, and may evolve or be modified with a significant difference between the actual results and those initially estimated, due to the uncertainties notably related to the economic, financial, competitive and regulatory environment, or due to the occurrence of risk factors, such as, notably, the price fluctuations in crude oil and natural gas, the evolution of the demand and price of petroleum products, the changes in production results and reserves estimates, the ability to achieve cost reductions and operating efficiencies without unduly disrupting business operations, changes in laws and regulations including those related to the environment and climate, currency fluctuations, as well as economic and political developments, changes in market conditions, loss of market share and changes in consumer preferences, or pandemics such as the COVID-19 pandemic. Additionally, certain financial information is based on estimates particularly in the assessment of the recoverable value of assets and potential impairments of assets relating thereto. Neither TotalEnergies SE nor any of its subsidiaries assumes any obligation to update publicly any forward-looking information or statement, objectives or trends contained in this document whether as a result of new information, future events or otherwise. The information on risk factors that could have a significant adverse effect on TotalEnergies’ business, financial condition, including its operating income and cash flow, reputation, outlook or the value of financial instruments issued by TotalEnergies is provided in the most recent version of the Universal Registration Document which is filed by TotalEnergies SE with the French Autorité des Marchés Financiers and the annual report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”). Financial information by business segment is reported in accordance with the internal reporting system and shows internal segment information that is used to manage and measure the performance of TotalEnergies. In addition to IFRS measures, certain alternative performance indicators are presented, such as performance indicators excluding the adjustment items described below (adjusted operating income, adjusted net operating income, adjusted net income), return on equity (ROE), return on average capital employed (ROACE), gearing ratio, operating cash flow before working capital changes, the shareholder rate of return. These indicators are meant to facilitate the analysis of the financial performance of TotalEnergies and the comparison of income between periods. They allow investors to track the measures used internally to manage and measure the performance of TotalEnergies.
Page 15
Corporate Communications TotalEnergies SE 2, place Jean-Millier 92400 Courbevoie, France Tel.: +33 (0)1 47 44 45 46 Share capital: €5,516,463,857.50 Registered in Nanterre: RCS 542 051 180 For more information go to