Global Infrastructure Partners and TotalEnergies announce a strategic partnership in U.S. renewables including their controlling stakes in Clearway Energy Group and SunPower Corporation

NEW YORK,May 25,2022 -- Global Infrastructure Partners (GIP) and TotalEnergies have formed a strategic partnership to advance their commitment to the U.S. renewable energy sector. TotalEnergies will acquire half of GIP's interest in Clearway Energy Group (Clearway),a privately held renewable development company that owns a controlling stake with a 42% economic interest in Clearway Energy,Inc. (NYSE: CWEN. CWEN.A). In consideration,GIP will receive $1.60 billion in cash,plus an approximately 50% interest in the TotalEnergies subsidiary that holds its 51% ownership in SunPower Corporation (NASDAQ: SPWR),a leader in residential solar in the U.S. (with the final amounts subject to purchase price adjustments).

Clearway owns the fifth largest operating portfolio of non-regulated renewable assets in the U.S. (5.7 GW) and a 22 GW development pipeline and will represent TotalEnergies' largest investment in U.S. renewables to date. Since early 2021,TotalEnergies has secured a development pipeline of 8 GW onshore renewables and 4 GW offshore wind in the U.S. TotalEnergies will enhance Clearway's growth prospects by providing (i) a right of first offer on its U.S. onshore renewable assets to CWEN,and (ii) access to TotalEnergies' U.S. power marketing capabilities and corporate relationships to optimize and enhance the commercial value of Clearway's development and operating projects.

SunPower is the second largest residential solar company in the U.S.,providing customers with fully integrated solar,storage,home energy and financing solutions. GIP and TotalEnergies are well-positioned to support SunPower management's growth strategy. SunPower represents the first investment in distributed energy resources for GIP's leading renewables platform,which includes ownership interests in 18 GW of operating and construction assets and over 120 GW of development pipeline via 9 existing portfolio companies.

"We are extremely pleased to partner with TotalEnergies to continue leading the energy transition in the U.S. We are proud of the growth and accomplishments of the Clearway team since our initial investment in 2018,and we are confident that with TotalEnergies as a partner,Clearway will be able to accelerate the deployment of cost competitive renewable power in the U.S. At the same time,GIP's investment in SunPower is our initial commitment in the distributed generation space,which we believe will provide critical solutions to facilitate the nation's clean energy future. The scale,capabilities and ambition that both GIP and TotalEnergies bring to this partnership will support our shared vision to build industry-leading utility scale and distributed renewables platforms in the U.S." said Adebayo Ogunlesi,Chairman and CEO of Global Infrastructure Partners.

"I am delighted with this partnership with Global Infrastructure Partners,which is a major player in renewables,particularly in the United States. It allows TotalEnergies to scale up in the U.S. market,one of the most dynamic in the world,benefiting from operating assets,a 22 GW high quality portfolio,with a wide geographic coverage with a presence in 34 states. This major transaction demonstrates the speed and magnitude of our transformation into a multi-energy company and the strength of our commitment to the United States. It fits perfectly with our strategy to make solar and wind energy one of our main growth drivers along with liquefied natural gas that we have recently reinforced with the launch of Cameron extension. It illustrates our priority to accelerate the transformation of the company to become a sustainable and profitable multi-energy company",said Patrick Pouyanné,Chairman and CEO of TotalEnergies.

Both transactions are subject to customary conditions,including receipt of requisite regulatory approvals.

About Global Infrastructure Partners

GIP is a leading independent infrastructure fund manager that makes equity and debt investments in infrastructure assets and businesses. GIP targets investments in the energy,transport,digital infrastructure,and water/waste sectors in both OECD and select emerging market countries. GIP's global renewables portfolio includes solar,wind,hydro,and battery storage assets representing 18 GW of operating and construction capacity,royalty interests in over 21 GW of operating renewable projects,and over 120 GW of assets in development. Headquartered in New York,GIP operates out of 10 offices: New York,London,Stamford (Connecticut),Sydney,Melbourne,Brisbane,Mumbai,Delhi,Singapore and Hong Kong. GIP manages c. US $81 billion for its investors. GIP's portfolio companies have combined annual revenues of c. US $61 billion and employ c. 99,000 people. For more information,visit www.global-infra.com.

TotalEnergies and renewable electricity

As part of its ambition to get to net zero by 2050,TotalEnergies is building a portfolio of activities in renewables and electricity. At the end of 2021,TotalEnergies' gross renewable electricity generation capacity is more than 10 GW. TotalEnergies will continue to expand this business to reach 35 GW of gross production capacity from renewable sources and storage by 2025,and then 100 GW by 2030,with the objective of being among the world's top 5 producers of electricity from wind and solar energy.

About TotalEnergies

TotalEnergies is a global multi-energy company that produces and markets energies on a global scale: oil and biofuels,natural gas and green gases,renewables and electricity. Our 105,000 employees are committed to energy that is ever more affordable,clean,reliable and accessible to as many people as possible. Active in more than 130 countries,TotalEnergies puts sustainable development in all its dimensions at the heart of its projects and operations to contribute to the well-being of people.

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