Description of Activities

Description of transaction: The proposed transaction involves the indivisible transfer of participating interest in the rights and obligations of Petroleum Exploration License Number (PEL) 0083 in exchange for non-controlling participating interest in the rights and obligations in PEL 56 and PEL 91. 

Acquiring group: The primary acquiring undertaking, TotalEnergies EP Namibia BV ("TEEPN"), is incorporated in terms of the laws of the Netherlands and registered as a branch in Namibia. The acquiring group is involved in the upstream business of exploration of crude oil and gas in Namibia and holds participating interests in PEL 56 and PEL 91. Additionally, it is present in the downstream marketing and distribution of petroleum products, operating a retail network of service stations and operating two secondary petroleum product storage depots. 

Target undertaking: The primary target undertaking is the participation interest in the assets, being the Petroleum Exploration Licenses in PEL 83 (blocks 2813A and 2814B), PEL 56 (block 2913B), and PEL 91 (block 2912) issued by the Petroleum Commissioner of the Ministry of Industries, Mines, and Energy, Namibia. Windhoek PEL 28 BV currently holds the majority of the participation interests issued thereunder in PEL 83; TotalEnergies EP Namibia BV currently holds the majority of the participation interests issued thereunder in PEL 56 and PEL 91. 

Relevant market: Defined as the market for the exploration of crude oil and natural gas in Namibia. 

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