TOTALENERGIES MARKETING NIGERIA : QUARTER 5 - FINANCIAL STATEMENT FOR 2023

TOTALENERGIES MARKETING NIGERIA PLC

AUDITED FINANCIAL STATEMENTS

DECEMBER 2023

TABLE OF CONTENTS

Corporate Profile2

Mission Statement3

Directors, Officers and Professional Advisers4

Corporate Directory5

Results at a Glance 6

Notice of Annual General Meeting7

Chairman's Statement 9

Board of Directors Profile 12

Report of the Directors15

Statement of Corporate Responsibility 21

Corporate Governance Report 22

Statement of Directors Responsibilities 32

Management's annual assessment of, and report on TEMN Plc's ICFR 33

Report of the Statutory Audit Committee 34

Certification of management's assessment on ICFR 35

Independent Auditor's report 39

Independent practitioner's report 43

Statement of Financial Position 46

Statement of Profit or Loss and other Comprehensive Income 47

Statement of Changes in Equity 48

Statement of Cash Flows 49

Notes to the Financial Statements 50

Other National Disclosures 92

Statement of Value Added 93

Five Year Financial Summary 94

CORPORATE PROFILE

TotalEnergies Marketing Nigeria Plc was incorporated in 1956 and was listed on the Nigerian Exchange Limited in 1979. Our first petrol station was commissioned at Herbert Macaulay Street, Yaba, Lagos in 1956. Today we have over 540 service stations, 2 lubricants blending plants, 2 petroleum product depots, 1 bitumen depot, holdings in 5 aviation depots and have other facilities spread across the country. We are the only International Oil Company (IOC) actively present in the downstream sector. We are the market leader, reference point and pacesetter in the downstream sector of the Nigerian oil and gas industry.

TotalEnergies S.E. which holds 62% of TotalEnergies Marketing Nigeria Plc is a publicly-traded oil company that produces and markets fuels, natural gas and electricity. Active in more than 130 countries with over 100,000 employees, TotalEnergies SE wants to be part of the solution to climate change with a commitment to delivering reliable, affordable and clean energy to the population as many people as possible. TotalEnergies, the company of responsible energies, aims to be one of the major players in the energy transition to get to Net Zero by 2050, together with society.

2

TOTALENERGIES MARKETING NIGERIA PLC

RC 1396

MISSION STATEMENT

We are in business to ensure total customer satisfaction is guaranteed by the creation of quality products and services delivered with a strong commitment to safety and respect for the environment.

This objective drives all our corporate actions and the mutual acknowledgement of same by our partners forms the basis for our business relationships.

To sustain this objective and our leadership of the market, our commitment is to build and sustain a work culture firmly rooted in professionalism, respect for employees, internal efficiency and dedicated services.

Dr. Samba Seye Managing Director

TOTALENERGIES MARKETING NIGERIA PLC

COMPANY REGISTRATION NO. 1396

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

Mr. Jean-Phillipe Torres Dr. Samba Seye

Mrs. Olubunmi Popoola-Mordi Mr. Emmanuel Morand-Fehr Ms. Tejiro Ibru

Engr. Ahmed Rufai Sirajo Prince (Dr.) Jeff Nnamani Mr. Noubi Ben Hamida Mr. Sebastien Bariller

COMPANY SECRETARY Mr. Mark N. Mannok

REGISTERED OFFICE TotalEnergies House

4 Churchgate Street, Victoria Island, Lagos.

Telephone No. 01 4617041-2

REGISTRAR

CardinalStone Registrars Limited 335-337 Herbert Macaulay Way, Yaba, Lagos.

Telephone No. 01 712 0090

AUDITOR

- - - - - - - - -

Pricewaterhousecoopers Chartered Accountants Landmark Towers,

5B Water Corporation Road, Victoria Island, Lagos. Nigeria

Telephone No. +234 12711700

BANKERS

Access Bank Plc Citibank Nigeria Limited Ecobank Nigeria Limited.

First Bank of Nigeria Ltd.

Guaranty Trust Bank Plc Stanbic IBTC Bank Plc

Standard Chartered Bank Nigeria Limited United Bank for Africa Plc

Wema Bank Plc

Zenith Bank Plc

Chairman Managing Director Executive Director Executive Director

Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director

(French)

(Senegalese)

(French)

(French) (French)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31ST DECEMBER, 2023

HEAD-OFFICE

TOTALENERGIES HOUSE

4, Churchgate Street, Victoria Island, Lagos. P.M.B 2143, Lagos Tel: 01 4631681-4 01 4617041 -2

TOTAL CARD: 01- 4617044

SALES AREA OFFICES

5

TOTALENERGIES MARKETING NIGERIA PLC

RESULTS AT A GLANCE

No interim dividend was paid during the year (2022: ₦4.00). At the board of directors meeting of 22nd March, 2024, a final dividend of ₦25.00 was proposed for the year ended 31st December, 2023 (2022: ₦21.00)

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TOTALENERGIES MARKETING NIGERIA PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 46th Annual General Meeting of TOTALENERGIES MARKETING NIGERIA PLC will hold at The Grand Banquet Hall, The Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos on Friday, the 21st day of June, 2024 at 10.30 a.m. to transact the following:

ORDINARY BUSINESS:

• 1. To lay before Members for approval, the Financial Statements for the year ended 31st December, 2023 and receive the Reports of the Directors, Auditors and Statutory Audit Committee thereon;

• 2. To declare a final dividend;

• 3. To re-elect Directors;

• 4. To appoint Directors;

• 5. To disclose the remuneration of Managers of the Company;

• 6. To authorize the Directors to fix the remuneration of the External Auditors; and

• 7. To elect members of the Statutory Audit Committee.

SPECIAL BUSINESS:

1 To fix the remuneration of the Directors; and

2. To renew general mandate for Related Party Transactions.

To consider and if thought fit, pass this resolution as Special Resolution

3. That the Article of Association of the Company be and is hereby altered by deleting the present Article 48 and substituting same with the following new Article:

Article 48" The Company shall in each calendar year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of the one Annual General Meeting of the Company and that of the next. The General Meeting of the Company may, at the discretion of the Board hold either physically or hybrid as the circumstances may require"

BY ORDER OF THE BOARD

Mark N. Mannok FRC/2024/PRO/NBA/002/552036 Company Secretary 22nd day of March, 2024

Registered Office TOTALENERGIES HOUSE 4 Churchgate Street, Victoria Island, Lagos, Nigeria.

NOTES: I. PROXY

A member of the Company entitled to attend and vote at the meeting who is unable to attend the meeting and wishes to be represented at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A Proxy Form is enclosed herewith, and if it is to be valid for the purpose of the meeting, it must be completed and duly stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrars, CardinalStone Registrars Limited, 335-337 Herbert Macaulay Way, Yaba, Lagos not less than 48 hours before the time of the meeting.

II. PAYMENT OF DIVIDEND

If the payment of a dividend is approved and declared by members at the Annual General Meeting, the dividend warrants will be posted or the accounts of shareholders whose names are registered in the Company's Register of Members as at close of business on Tuesday 23rd April, 2024 will be credited on Monday 24th June, 2024.

III. CLOSURE OF REGISTER AND TRANSFER BOOKS

Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Wednesday the 24th day of April, 2024 to Friday the 26th day of April, 2024 both days inclusive for the purpose of preparing an up-to date Register of Members.

IV. BIOGRAPHICAL DETAILS OF DIRECTORS

The biographical details of the Directors standing for re-election and appointment are provided in the 2023 annual report and posted on the Company's websitewww.services.totalenergies.ng

V. NOMINATION OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE

Pursuant to Section 404 (6) of the Companies and Allied Matters Act (CAMA) 2020 any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. Nominations should please be accompanied by a copy of the nominee's curriculum vitae.

VI. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS

Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting and such questions must be submitted to the Company Secretary on or before the 7th day of June , 2024

VII. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES

Several dividend warrants and share certificates remain unclaimed, and are yet to be presented for payment or returned to the Registrars for revalidation. We implore any shareholder affected by this to please write to the Company Secretary or Registrars or call at either office during working hours. We have also published a list in the newspapers and on our website.

VIII. e-DIVIDEND

In accordance with the Securities and Exchange directives, Shareholders are hereby advised to open bank accounts, stockbroking and CSCS accounts for the purpose of timely receipt of dividend payments. A detachable application form for e-dividend is attached to this Annual Report to enable all shareholders furnish particulars of their bank accounts/CSCS details to the Registrar or Company Secretary expeditiously.

IX. e-REPORT

To improve delivery of our Annual Reports, we have inserted a detachable form to this Annual Report and are requesting shareholders who wish to receive the Annual Report in an electronic format to complete and return the form to the Registrars or Company Secretary for further processing.

X. SEC RULE ON COMPLAINTS MANAGEMENT FRAMEWORK

Please note that in accordance with the Securities and Exchange Commission rule No. 10 (a) shareholders who have complaints should use the electronic complaints register on the website of the company atwww.services.totalenergies.ngto register their complaints. This will enable the company handle complaints from shareholders in a timely, effective, fair and consistent manner.

BY ORDER OF THE BOARD

Mark N. Mannok

FRC/2024/PRO/NBA/002/552036 Company Secretary 22nd day of March, 2024

The electronic version of the Annual Report and Accounts 2023 is available on the Company's website

CHAIRMAN'S STATEMENT

CHAIRMAN'S STATEMENT AT THE 46TH ANNUAL GENERAL MEETING OF TOTALENERGIES MARKETING NIGERIA PLC

INTRODUCTION

Good morning distinguished shareholders, members of the Board of Directors of TotalEnergies Marketing Nigeria Plc, esteemed customers, our able regulators, gentlemen of the press, invited guests, distinguished ladies and gentlemen. It is with great pleasure that I, on behalf of the Board of Directors of TotalEnergies Marketing Nigeria Plc (TEMNPLC), welcome you to the 46th Annual

General Meeting of your Company. During the course of this meeting, I shall present to you the Directors' Report and Financial

Statements for the year ended 31st December, 2023.

THE BOARD

Since our last Annual General Meeting, there have been some changes to the composition of the Board. Mrs. Lesley Baxter-Green and Mrs. Lucile Badaire resigned from the Board to take on other responsibilities within TotalEnergies, we thank them for their services. Messrs. Emmanuel Morand-Fehr and Sebastien Bariller were appointed as Directors of the Company on the 1st of September and 26th of October respectively. At this meeting we shall be asking you to ratify their appointments. Please join me in wishing Messrs. Morand-Fehr and Bariller a very successful tenure on the Board.

OUR ENVIRONMENT AND YOUR COMPANY'S PERFORMANCE 2023 was a year like no other. It was an extremely complicated and difficult year for your Company.

Security remained a significant challenge throughout the year, Kidnapping and banditry were sporadic and rampant across the country, with several kidnappings and recurrent explosions causing safety concerns in the Niger Delta region.

At the start of the year, Nigeria introduced new Naira notes as part of the Central Bank of Nigeria (CBN) Naira redesign policy for the ₦200, ₦500 and ₦1,000 notes, along with enforcing a cash withdrawal limit. This led to a cash availability crisis which was ended following a Supreme Court ruling on March 1, 2023, nullifying the policy.

Presidential, Gubernatorial, State and National Houses of assembly elections were held in the early part of 2023. Senator Bola Ahmed Tinubu presidential candidate of the All-Progressives Congress was declared President elect of Nigeria on the 1st of March. During his inauguration on the 29th of May the President announced an end to over 40 years of Premium Motor Spirit (PMS /Petrol) subsidy citing humongous subsidy costs, huge budget deficit and soaring government debt as some of the reasons for taking this bold step. Thereafter, PMS price moved from ₦195 to ₦545. Average PMS price for 2023 was around ₦650 representing over 220.5% increase. The labour unions called for several strike actions and an increase in minimum wage. The President announced several palliatives including ₦75billion for manufacturing, 225,000 MT for fertiliser seedlings, ₦50billion for 1million nano businesses, ₦100 billion for 2,000 gas powered buses, 200,000MT of grains for household etc.

On the 14th of June the CBN "floated" the Naira by announcing the removal of all restrictions on foreign exchange rates. This was accompanied by directives which unified the multiple foreign exchange tiers. While this aimed to bridge the gap between official and parallel markets. In the aftermath the Naira fell by around 40% in the official market by year-end. Inflation remained broadly elevated with sharp increases in the prices for food, goods and services. According to the National Bureau of Statistics, Nigeria's inflation rate rose from 21.82% in January to 28.92% by December whilst Gross Domestic Product grew by 2.74% in 2023 compared to 3.10 % in 2022.

Nigeria's oil production increased to approximately 1.6 million barrels per day, the country remains heavily dependent on imports.

However, the refineries in Kaduna and Port Harcourt are currently undergoing refurbishment and it has been reported that they will commence operations in 2024. On the 22nd of May the President commissioned the 650,000 barrels per day Dangote Refinery and it received its first crude feedstock in December.

In 2023, due to unavailability of foreign exchange, TotalEnergies like other marketers did not import PMS. NNPC maintained the role of sole importer of PMS and we and other marketers purchased PMS and AGO from NNPC. During the year, there were several outages of PMS which slowed activities in our stations across the country. AGO & Jet A1 remain fully deregulated but access to foreign exchange by marketers continues to be a challenge, inhibiting imports. The price of AGO opened the year at ₦850/L and closed as high as ₦1,200/L.

KEY DEVELOPMENTS

In TEMNPLC, safety is our way of life and our core value. Our priority has always been to focus on Safety, Health, Quality and Environmental Protection across all our operations. We implemented our MAESTRO log action plan, thus improving the safety of our

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Total Nigeria plc published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 22:47:06 UTC.