EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 14/11/2022

In electronic form on the EUR-Lex website under document number 32022M10953

EUROPEAN COMMISSION

Brussels, 14.11.2022 C(2022) 8304 final

PUBLIC VERSION

Abu Dhabi National Oil Company for Distribution PJSC Sheikh Zayed bin Sultan Street P.O. Box 4188, Abu Dhabi United Arab Emirates

TotalEnergies Marketing Afrique SAS 24 Court Michelet, 92800 Puteaux, France

Dear Sir or Madam,

1.1. On 19 October 2022, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which the undertakings Abu Dhabi National Oil Company for Distribution PJSC ("ADD", United Arab Emirates), owned by Abu Dhabi National Oil Company PJSC ("ADNOC"), and TotalEnergies Marketing Afrique SAS ("TotalEnergies", France), a wholly-owned subsidiary of TotalEnergies S.E., will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of the undertaking TotalEnergies Marketing Egypt LLC (“Total Egypt”, Egypt), a subsidiary of TotalEnergies by way of purchase of quotas.

2. The business activities of the undertakings concerned are the following:

- ADD markets and distributes petroleum products across a diverse range of business sectors,

1OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.

2OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3Publication in the Official Journal of the European Union No C 412, 27.10.2022, p. 14.

Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË

Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.

- TotalEnergies is active in the research, industry and trade of hydrocarbons and their derivatives in all their forms and, more generally, similar activities in the field of energy throughout the world and particularly on the African continent.

3.3. Total Egypt is active in fuel retail (including aviation fuel), non-fuel retail (food retail and car wash services), lubricants, and bulk fuel distribution in Egypt.

4.4. After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(a) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

5.5. For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

4OJ C 366, 14.12.2013, p. 5.

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