TotalEnergies absorbs its electricity and gas subsidiary in Spain

Totalenergies Clientes, Sociedad Anónima Unipersonal has absorbed Totalenergies Electricidad y Gas España, Sociedad Anónima Unipersonal, in a merger by absorption operation approved on September 10, 2026, by the sole shareholder of both companies. The operation was announced in the Official Gazette of the Mercantile Registry (BORME) number 177, dated September 14, 2026, page 6189, with the official reference BORME-C-2026-4967.

The merger is executed under the terms provided in the Merger Project dated June 30, 2026, and entails the dissolution without liquidation of the absorbed company, with the acquisition of its assets by the absorbing company through universal succession. The announcement is published in compliance with Article 10 of Royal Decree-Law 5/2023, of June 28 (RDL 5/2023).

Simplified merger procedure

The operation falls under the simplified procedure for special mergers provided for in Article 53 of RDL 5/2023, in relation to Article 56 of the same regulatory text. This regime is applicable because the sole shareholder of the absorbing company is also the sole shareholder of the absorbed company, which allows for the omission of certain ordinary formalities.

In accordance with Article 9 of RDL 5/2023, the prior publication and filing of the documents required by law were not necessary. The operation is registered within the framework of the restructuring of the group’s energy business in Spain, which concentrates the electricity and gas marketing activity into a single company.

Rights of shareholders and creditors

The announcement expressly records the rights granted to the shareholders and creditors of the affected companies:

• The right to request and obtain free of charge the full text of the merger agreement and the merger balance sheet, under the terms of Article 10 of RDL 5/2023.
• The documents are available to interested parties at the registered office of the company, where they may be consulted or their free delivery or shipment may be requested.
• The right of protection for shareholders and the right of opposition granted to creditors during a period of one month, counting from the date of publication of the last merger announcement, pursuant to Articles 13 and 14 of RDL 5/2023.

Signature and scope

The announcement was signed in Oviedo (Asturias) on September 10, 2026, by Mr. José Ignacio Sanz Saiz, Chairman of the Board of Directors of both companies. The operation is identified with ID A260039062-1 and reference BORME-C-2026-4967.

The absorption of Totalenergies Electricidad y Gas España by Totalenergies Clientes simplifies the group’s corporate structure in Spain and concentrates the commercial relationship with energy sector customers within a single entity. For consumers and creditors, the operation does not in itself alter contractual obligations, which are transferred by universal succession, but it opens a one-month period to exercise the right of opposition; therefore, it is advisable to stay attentive to the complementary announcements of the merger.

Source: Official Gazette of the Mercantile Registry (BORME), no. 177, September 14, 2026, Second Section (Mergers and acquisitions of companies), page 6189 (official reference: BORME-C-2026-4967).