Quarter 5 - financial statement for 2024

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Corporate information 2

Results at a glance 3

Report of the directors 4

Statement of directors' responsibilities 19

Certification of financial statements 20

Statement of securities trading policy 21

Statement of free float rules status 22

Management's annual assessment of, and report on Internal Control over Financial Reporting 23

Certification of management's assessment on Internal Control over Financial Reporting 24

Report of the audit committee 25

Report of the independent auditors 26 - 28

Independent practitioner's report 29 - 30

Statement of profit or loss and other comprehensive income 31

Statement of financial position 32

Statement of changes in equity 33

Statement of cashflows 34

Notes to the financial statements 35

Statement of value added 72

Five year financial summary 73

Mr. Salam Ajani Ismail - Executive Director, Finance

FRCN Number: FRC/2013/00000000558

38/39 Marina Lagos https://www.conoilplc.com

Plot 1060, NIQS Crescent Mabushi

FCT Abuja. https://www.nexianigeria.com

Registrars: Meristem Registrars Limited 213 Herbert Macaulay Way Adekunle

Yaba

Lagos https://www.meristemregistrars.com

Guaranty Trust Bank Plc Sterling Bank Plc

United Bank for Africa Plc

The Directors of Conoil Plc are pleased to present their report on the affairs of the Company, together with the audited financial statements and the auditor's report for the year ended 31 December 2024.

1. Legal status

   Conoil Plc (formerly National Oil and Chemical Marketing Plc) was incorporated in 1960 as a private limited liability company - Shell Nigeria Limited. In April 1975, the Federal Government of Nigeria acquired 60% shares of the Company through the Nigerian National Petroleum Corporation (NNPC) and the Company became known as National Oil and Chemical Marketing Company (NOLCHEM). The Company was later converted to a public company and in the year 2000, the Federal Government of Nigeria through the Bureau of Public Enterprises (BPE) bought 40% issued ordinary shares of the Company held by Shell Company of Nigeria (UK) Limited. After the privatization of the Company, Conpetro Limited acquired 60% of the issued shares of the Company. As a result of a rights offering by the Company in 2002, Conpetro Limited now holds 74.4% of the issued capital while members of the Nigerian public hold the remaining 25.6% stake in the Company. The Company's name was formally changed from National Oil and Chemical Marketing Plc to Conoil Plc on 14 January, 2003.

2. Principal activities

   The principal activities of the Company are the marketing of refined petroleum products, manufacturing and marketing of lubricants, household and liquefied petroleum gas for domestic and industrial use.

3. Results for the year

The Directors recommend the payment of a dividend of 350 kobo per share on the results for the year 2024.

1. Changes on the Board of Directors

   The names of the Directors that served during the year are as listed on page 2

   In the course of the financial year ended December 31, 2024, one Director was appointed.

2. Directors' interest in shares

   The Directors who held office during the year, together with their direct and indirect interests in the issued share capital of the Company as recorded in the Register of Directors' Shareholding and/or as notified by the Directors for the purposes of sections 301 and 302 of the Companies and Allied Matters Act, 2020 and the listing requirements of the Nigerian Exchange Group is as follows:

   Directors			Total	Total
   	Direct Number	Indirect Number	2024 Number	2023 Number
   Dr Mike Adenuga (Jr), GCON *	Nil	103,259,720	103,259,720	103,259,720
   Dr. Moses Ebietsuwa Omatsola	541	Nil	541	541
   Engr. Babatunde Okuyemi	8,500	Nil	8,500	8,500
   Mr. Mike Jituboh	Nil	Nil	Nil	Nil
   Mr. Ike Oraekwuotu	Nil	Nil	Nil	Nil
   Miss Abimbola Michael - Adenuga	Nil	Nil	Nil	Nil
   Mr. Ismail Salam	Nil	Nil	Nil	Nil
   Mr. Joshua Ariyo	25,365	Nil	25,365	25,365
   Mr. Ademola Idowu	15,125	Nil	15,125	15,125
   *Representing Conpetro Limited

   There were no material changes to Directors' shareholdings within the year ended 31 December, 2024.

   
   
   
3. Contracts

   For the purposes of Section 303 of the Companies and Allied Matters Act, 2020, none of the Directors have notified the Company of any disclosable interests in contracts involving the Company during the year.

4. Directors' remuneration

   The Company ensures that remuneration paid to its Directors complies with the provisions of the codes of corporate governance issued by its regulators. In compliance with the provisions of Principle 16, and the Recommended practices in Articles 16.5 - 16.14 of the Nigerian Code of Corporate Governance 2018 as issued by the Securities and Exchange Commission, the Company makes disclosure of remuneration paid to its directors as follows:

   Remuneration package Description Time of payment

   Basic Salary •◻Part of gross salary package for Executive Director

   • ◻Reflects the industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

     Paid monthly during the financial year

     13th Month Salary • &

     Part of gross salary package for Executive Directors only

     Paid in the last month of the financial

     Director's Fee

     Sitting Allowances

     • ◻Reflects the industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

     Paid annually immediately after the Annual General Meeting ('AGM') to Non-Executive Directors only.

     Allowances paid to Non-Executive Directors only for attending Board and Board Committee Meetings.

     year

     Paid annually immediately after the AGM

     Paid after each meeting

5. Retirement by rotation

   Pursuant to Articles 92, 93 & 94 of the Company's Articles of Association, which requires one third of the Directors (excluding Executive Directors) who shall be those who have been longest in office since their last election; the following Directors: Dr. Mike Adenuga Jr. (GCON), Mr. Ademola Idowu and Mr. Mike Jituboh who are non-executive directors, are due to retire by rotation and being eligible, have offered themselves for re-election.

   Summary profile of retiring directors

   1. Dr. Mike Adenuga Jr. (GCON) - Non Executive Director B.Sc., MBA, Honorary D. Litt

      Over 35 years as an entrepreneur with interests in Petroleum Upstream, Down Stream, Telecommunications and Banking.

   2. Mr. Ademola Idowu - Non Executive Director HND, MBA

      Over 47 years cognate experience in Finance, Telecommunication and Petroleum Downstream sectors

   3. Mr. Mike Jituboh - Non Executive Director B.Sc., MBA

   Over 51 years working experience in telecommunication, Petroleum Upstream and Downstream

   sectors.

   CONOIL PLCRC: 7288 2024 FINANCIAL STATEMENTS
   
   
   
6. Shareholding analysis

   As at 31 December 2024, the range of shareholdings of the Company was as follows:

   Share Range	No of Holders	Holders' %	Holders' Cum	Units	% Units
   1 - 1,000	127,589	89.09	127,589	51,642,393	7.44
   1,001 - 5,000	13,746	9.60	141,335	24,601,160	3.55
   5,001 - 10,000	936	0.65	142,271	6,725,813	0.97
   10,001 - 50,000	773	0.54	143,044	15,297,233	2.20
   50,001 - 100,000	85	0.06	143,129	6,220,453	0.90
   100,001 - 500,000	55	0.04	143,184	9,613,250	1.39
   500,001 - 1,000,000	11	0.01	143,195	7,656,192	1.10
   1,000,001 - 5,000,000	11	0.01	143,206	24,735,756	3.56
   5,000,0001 - 10,000,000	2	0.00	143,208	13,626,535	1.96
   10,000,001 - and above 2 0.00			143,210	533,833,290 76.93
   143,210		100.00	693,952,075		100.00

7. Major shareholding

   According to the Register of members, no shareholder of the Company other than Conpetro Limited as noted below held more than 5% issued shares of the Company as at 31 December 2024.

   The shares of the Company were held as follows:

   2024 Number of Shares 2023 Number of Shares

   		%		%
   Conpetro Limited	516,298,603	74.40	516,298,603	74.40
   Other Shareholders	177,653,514	25.60	177,653,514	25.60
   Total	693,952,117	100.00	693,952,117	100.00

8. Share capital history

   Conoil Plc ("Company"), which commenced operations in 1927 under the name Shell Trading Company, was incorporated as a limited liability company in 1960 and later converted to a public limited company with an authorized share capital of N14 Million divided into ordinary shares of N2.00 each, all of which were fully issued and paid up. The shares were subdivided into ordinary shares of 50 Kobo each in 1991. The authorized share capital of the Company was increased to N350 Million divided into 700 Million ordinary shares of 50 Kobo each, out of which N171.5 Million made up of 343 Million ordinary shares of 50 Kobo each were issued and paid up.

   Year Authorised share capital Issued & fully paid Number of

   	Increase	Cumulative	Increase	Cumulative	shares	Consideration
   	N	N	N	N
   1975	14,000,000	14,000,000	14,000,000	14,000,000	14,000,000	Cash
   1983	42,000,000	56,000,000	28,000,000	42,000,000	42,000,000	Bonus (2:1)
   1991	19,000,000	75,000,000	-	42,000,000	-	-
   1991	-	75,000,000	14,000,000	56,000,000	56,000,000	Cash
   1995	125,000,000	200,000,000	28,000,000	84,000,000	168,000,000	Bonus (1:2)
   1996	-	200,000,000	42,000,000	126,000,000	252,000,000	Bonus (1:2)
   1997	-	200,000,000	21,000,000	147,000,000	294,000,000	Bonus (1:6)
   1998	-	200,000,000	24,500,000	171,500,000	343,000,000	Bonus (1:6)
   2002	150,000,000	350,000,000	-	171,500,000	343,000,000	- Convertible
   2003	-	350,000,000	117,647,059	289,147,059	578,294,117	loan stock
   2004	-	350,000,000	57,829,000	346,976,059	693,952,117	Bonus (1:5)

   CONOIL PLC 2024 FINANCIAL STATEMENTS

   
   
   
9. Dividend payment history DIV No. DIV. Type Year ended Declaration date Dividend rate per share Total amount of dividend gross Total amount of dividend net N N N

   12	Final	31/12/2001	21/06/2002	0.50	171,500,000.0	154,350,000.0
   13	Final	31/12/2002	20/06/2003	2.00	686,000,000.0	617,400,000.0
   14	Final	31/12/2003	27/08/2004	3.50	2,024,029,409.5	1,821,626,468.6
   15	Final	31/12/2004	25/11/2005	2.00	1,387,904,234.0	1,249,113,810.6
   16	Final	31/12/2005	27/10/2006	2.50	1,734,880,292.5	1,561,392,263.3
   17	Final	31/12/2006	31/08/2007	2.75	1,908,368,321.8	1,717,531,489.6
   18	Final	31/12/2007	29/08/2008	2.75	1,908,368,321.8	1,717,531,489.6
   19	Final	31/12/2008	18/12/2009	1.00	693,952,117.0	624,556,905.3
   20	Final	31/12/2009	22/10/2010	1.50	1,040,928,175.5	936,835,358.0
   21	Final	31/12/2010	24/06/2011	2.00	1,387,904,234.0	1,249,113,810.6
   22	Final	31/12/2011	30/08/2012	2.50	1,734,880,292.5	1,561,392,263.3
   23	Final	31/12/2012	04/10/2013	1.00	693,952,117.0	624,556,905.3
   24	Final	31/12/2013	30/09/2014	4.00	2,775,808,468.0	2,498,227,621.2
   25	Final	31/12/2014	23/10/2015	1.00	693,952,117.0	624,556,905.3
   26	Final	31/12/2015	28/10/2016	3.00	2,081,856,351.0	1,873,670,715.9
   27	Final	31/12/2016	11/08/2017	3.10	2,151,251,562.7	1,936,126,406.4
   28	Final	31/12/2017	13/07/2018	2.00	1,387,904,234.0	1,252,452,464.8
   29	Final	31/12/2018	16/08/2019	2.00	1,387,904,234.0	1,251,217,929.0
   30	Final	31/12/2019	23/10/2020	2.00	1,387,904,234.0	1,252,071,715.4
   31	Final	31/12/2020	19/11/2021	1.50	1,040,928,175.5	936,835,358.0
   32	Final	31/12/2021	28/10/2022	2.50	1,734,880,292.5	1,561,392,263.3
   33	Final	31/12/2022	22/09/2023	2.50	1,734,880,292.5	1,561,392,263.3
   34	Final	31/12/2023	15/11/2024	3.50	2,428,832,409.5	2,185,949,168.6

10. Property, plant and equipment

    Movement in property, plant and equipment during the year are shown under Note 15 to the Accounts. Changes in the value of property, plant and equipment were due to additions and disposals as shown in Note 15. In the opinion of the Directors, the market value of the Company's properties is not lower than the value shown in the audited Financial Statements.

11. Suppliers

    The Company obtains its materials from overseas and local suppliers. Among its foreign and local suppliers, the major suppliers of petroleum products to the Company are - NNPC Limited, Tulcan Energy Resources Limited, NECIT Nigeria Limited, Dangote Refinery, Foltoks Energy.

12. Distribution network

The distribution of the Company's products is done through its own network of branches, numerous dealers and distributors who are spread around the country. The Company has over 300 dealers and distributors.

Some of the Company's major dealers and distributors are as follows:

1. Distribution network (Continued)

   S/No. Dealer Station Location of station

   1. Capt. Alade Adeyinka Km10 Ikeja Filling Station FAAN Local Airport Ikeja

   2. Mr. Geofry Idon KM2 Ikeja Filling Station FAAN Local Airport Ikeja

   3. Mr. Akin Akindele Airport Road Service Station FAAN International Airport Ikeja

   4. Mr. Adebayo Seyi Eric Moore Service Station Eric Moore Road,Eric Moore Surulere Lagos State

   5. Mrs. C.O. Okonedo Western Avenue Filling Station Western Avenue Road Barracks Bus Stop Lagos State

   6. Mr. Azeez Olalekan Ishola Agege South Mega Station Mangoro Rd.Agege Lagos

   7. Mr. Tunde Thani Lasu Sservice Station Km 13 Lagos Badagry Expressway Lasu Lagos

   8. Mr. Ayilara Babatunde Asero Filling Station Km 3 Abeokuta Ibadan Road,Abeokuta,Ogun State.

   9. Mrs. Tola Aworh Poly South Service Station Polytechnic Gate Sango, Ibadan Oyo State

   10. Engr Benjamin Ikhinmwin Igbudu Service Station No 205 Warri Sapele Rd, Warri

   11. Mrs. A. K. Fagbure KM4, Filling Station Km 4, Sapele Road Benin City Edo State

   12. Mrs. F. Eweka Akpakpava Road Filling Station Akpakpava Road Benin City Edo State

   13. Hon Andrew Momodu Airport Road Service Station Airport Road F/S Benin City Edo State

   14. Mr. Chinedu Iroegbu Obio Filling Station PH-Aba Express way, Market Junction, PHC

   15. Mr. F B. Omidina Orije Service Station Aba Road, Leventis Bus stop, PHC

   16. Mr Edward Ibuzo Bridgehead Mega Station Onitsha Bridgehead Road, Onitsha

   17. Mr. Hilary Nwagbo Nike Road Service Station Enugu Nike Road S/S, Enugu

   18. Mr. Akin Olarewaju Kado Mega Service Station B5 Cadastral Zone Kado Estate Kado FCT

   19. KADIRI YUNUSA Durumi Mega Service Station B5 Cadastral Zone Durumi district Durumi Area 1 FCT

   20. Goldduct Ventures Utako Mega Service Station B5 Cadastral Zone Utako Ddistrict Utako FCT

   21. Mr. Samuel Okorho Lugbe Extension Service Station Plot 199 Cadastral Zone Lugbe District FCT Abuja

   22. Mrs. Ahmed Lami Herbert Macaulay Filling Station Abuja

       Plot 763, Herbert Macaulay Way, CBD FCT

   23. Ubolo Okpanachi Garki Service Station Abuja 42 Festival Road Area 10 Garki FCT

   24. Alh. Mohammed Okeji Apo Mechanic Mega Station Abuja Apo Mechanic Village, Apo, FCT, Abuja

   25. Alh. Nurudeen Abdulhamid

       Ahmadu Bello Way Mega Station Kaduna

       Ahmadu Bello Way Kaduna

2. Post balance sheet events

   There were no post balance sheet events which could have had a material effect on the state of affairs of the Company as at 31 December 2024 and on the profit for the period to that date which have not been adequately provided for.

3. Human resources policy

   1. Recruitment

      The Company conforms with all regulatory requirements in the employment of staff, whilst also ensuring that only fit and proper persons are approved for appointment to board or top management positions. All prescribed pre-employment screening for prospective employees and other requirements for regulatory confirmation of top management and expatriates' appointments are duly implemented.

   2. Diversity and Inclusion

   The Company treats all employees, prospective employees and customers fairly and equally, regardless of their gender, sexual orientation, family status, race, colour, nationality, ethnic or national origin, religious belief, age, physical or mental disability, or any such factor. In the coming years, the Company seeks to increase the female representation at Board and Top Management levels respectively, subject to identification of candidates with appropriate skills. For the purpose of this statement, "Board" refers to Managing Director/ CEO, Executive Directors and Non-Executive Directors while "Top Management" refers to General Manager, Deputy General Manager and Assistant General Manager grades.

   Gender Analysis	Male	Female	Total	Ratio
   Permanent staff	134	14	148	9:1
   Expatriates	17	0	17	17:00
   Others	361	23	384	15:1

   
   
   
4. Employment and employees
   1. Employment of physically challenged persons

      The Company's operates a non-discriminatory policy in the consideration of applications for employment, including those received from physically challenged persons. In the event where an employee becomes physically challenged in the course of employment, where possible, the Company may arrange training to ensure the continuous employment of such a person without subjecting him/her to any disadvantage in his/her career development.

   2. Employees involvement

      During the year, the Company maintained good relationship with its employees. To enhance communication between management and staff, management briefings were extended to all levels of staff during the year. These efforts were supplemented by regular consultative departmental / divisional meetings and in-house bulletins to keep employees informed on the state of the Company's operations.

   3. Employees training and development

      The development and training of the Company's staff continue to receive constant attention. It is the belief of the Company that the professional and technical expertise of its staff constitutes a major asset. The Company has established a Training School for Staff to initiate and foster a culture of excellence in its operations and service delivery.

   4. Welfare

      The Company operates the requisite Insurance cover for the varied cadre of its employees including Employee Compensation Act contributions for the benefits of its employees. Employees are insured against occupational and other hazards. The Company also operates a contributory pension plan in line with the Pension Reform Act 2004 (amended in 2014) as well as a terminal payment scheme for its employees.

   5. Health

      The Company maintains business premises designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. The Company maintains well-equipped medical clinics at its head office and other major operational locations. This is complemented by medical services during and after working hours by medical retainers in locations across the country. Staff also enjoy medical insurance with negotiated bulk benefits from credible Health Maintenance Organizations under the National Health Insurance Authority (NHIA).

   6. Safety and environment

   To enhance the health and safety of all employees, safety regulations are conspicuously displayed and enforced in all the Company's offices and installations. .Fire prevention and fire-fighting equipment are installed in strategic locations within the Company's premises.

   The Company carries out safety and operations inspections on a regular basis. It also provides safety equipment in all its installation and retail outlets. In addition, safety training is provided for staff. Firefighting drills are regularly carried out to keep workers at alert in the event of a fire outbreak. The Company lays emphasis on industrial hygiene, and inspection, and provides good sanitary facilities for its employees. The Company ensures non-pollution of the environment within its areas of operation.

5. Compliance with the code of corporate governance

Conoil Plc ("the Company") is committed to carry on its operations in a fair, honest and transparent manner in compliance with a high level of professional ethics, and international best practice and procedure in Corporate Governance. With the goal to deliver greater shareholder value, the Company has continued to subject its operations to the high standards of corporate governance, which is an essential foundation for sustainable corporate success. We are dedicated to uphold the creed and principles of good Corporate Governance in all our operations which is the bedrock of the public trust and confidence reposed in us by shareholders, business partners, employees and the financial markets; and the key to our continued long-term success.

Corporate Governance is a key driver of corporate accountability and business prosperity. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations. Conoil Plc complies with the provisions of the Code of Best Practices on Corporate Governance in Nigeria and the requirements of the current Nigerian Code of Corporate Governance 2018. The Company adopts a responsible approach in its activities by maintaining a high standard of openness and accountability while also taking into consideration the interest of stakeholders.

1. Compliance with code of corporate governance (Continued)

   During the year under review, Conoil Plc duly observed all regulations guiding its activities. Conoil Plc established structures/mechanism to enhance its internal control while the efficiency of measures for enhancing operational and compliance control are continually reviewed from time to time. The Company executed various governance activities which included the review of the mandate of all the Board Committees in order to align same with leading practices and extant regulations. The Board and its Committees also carried out self-assessment to review their compliance with their terms of reference. Entrenched in the fibre of Conoil Plc is the culture of openness which promotes healthy discourse and encourages employees to report improper activities. The belief that success is only worth celebrating when achieved the right way through a process supported and sustained with the right values remains one of the Company's guiding principles.

   1. The Board

      The Board of Directors is responsible for the governance of the Company and is accountable to shareholders for creating and delivering sustainable value through the management of the Company's business. The Board is committed to the highest standards of business integrity, ethical values and governance. It recognizes the responsibility of the Company to conduct its affairs with transparency, prudence, fairness, accountability and social responsibility, thereby safeguarding the interests of all stakeholders. The Board ensures that an appropriate level of checks and balances is maintained, in order to ensure that decisions are taken with the best interest of the Company's stakeholders in mind. The company's Directors possess the right balance of expertise, skills and experience, which translates to an effective Board and executive management team capable of steering the affairs of the Company in an ever changing and challenging environment. The Board determines the overall strategy of the Company and follows up on its implementation, supervises the performance of the Company and ensures adequate management, thus actively contributing to developing the Company as a focused, sustainable and global brand. The synergy between the Board and Management fosters interactive dialogue in setting broad policy guidelines in the management and direction of the Company to enhance optimal performance and ensures that associated risks are properly managed. Furthermore, the Board plays a central role in conjunction with Management in ensuring that the Company is financially balanced, well governed and risks are identified and well mitigated.

      In addition to the Board's direct oversight, the Board exercises its oversight responsibilities through five (5) Board Committees. Members of the Board of Directors are seasoned professionals, who have excelled in various sectors including accounting, engineering, oil and gas, telecommunications, manufacturing and banking. They possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board. They have a good understanding of the Company's business and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to management.

      The Board meets quarterly and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Company. The Directors are provided with comprehensive information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.

   2. Responsibilities of the Board

The Board has ultimate responsibility for determining the strategic objectives and policies of the Company to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives and controls. The Board has delegated the responsibility for day-to-day operations of the Company to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board acknowledges the relationship between good governance and risk management practices, in relation to the achievement of the Company's strategic objectives and good financial performance.

1. Compliance with code of corporate governance (Continued)
   1. Responsibilities of the Board (Cont'd)

      Notwithstanding the delegation of the operation of the Company to Management, the Board reserved certain powers which include the approval of quarterly, half-yearly and full year financial statements (whether audited or unaudited) and any significant change in accounting policies and/or practices; approval of major changes to the Company's corporate structure and changes relating to the Company's capital structure or its status as a public limited company; the determination and approval of the strategic objectives and policies of the Company to deliver long-term value; approval of the Company's strategy, medium and short term plan and its annual operating and capital expenditure budget; appointment or removal of Company Secretary; recommendation to shareholders of the appointment or removal of auditors and the remuneration of Auditors; approval of resolutions and corresponding documentation for shareholders in general meeting(s), shareholders circulars, prospectus and principal regulatory filings with the Regulators. Other powers reserved for the Board are the determination of Board structure, size and composition, including appointment and removal of Directors, succession planning for the Board and senior management and Board Committee membership; approval of mergers and acquisitions, expansion and establishment of subsidiaries; approval of remuneration policy and packages of the Managing Director and other Board members, appointment of the Managing Director and other Directors nominated by the Company; approval of the Board performance evaluation process, corporate governance framework and review of the performance of the Managing Director; approval of policy documents on significant issues including Enterprise-wide Risk Management, Human Resources, Credit, Corporate governance and Anti -Money laundering, and approval of all matters of importance to the Company as a whole because of their strategic, financial, risk or reputational implications or consequences.

   2. Role of the Chairman

      The roles of the Chairman and Chief Executive are separate and no one individual combines the two positions. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Company. The Chairman also facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

   3. Role of the Managing Director / Chief Executive Officer

      The Board has delegated the responsibility for the day-to-day management of the Company to the Managing Director/Chief Executive Officer, who is supported by Executive Management. The Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews group performance, matters of strategic concern and any other matter it regards as material.

   4. Board Composition

      The Company's Articles of Association provide that the Company's Board of Directors shall consist of no less than five (5) and not more than fifteen (15) Directors. The Board during the year under review had a Non-Executive Director as Chairman, five (5) other Non-Executive Directors and three (3) Executive Directors. The thorough process for selecting Board members gives premium to educational and professional background, integrity, competence, capability, knowledge, expertise, skills, experience and diversity. During the year under review, the Board provided the required leadership for the Company for prudent and effective risk management while it also ensured that resources were available to enable the Company achieve its aims.

   5. Board Meetings and Attendance

      Members of the Board of Directors hold a minimum of four quarterly meetings to approve the Company's business strategy and objectives, decide on policy matters, direct and oversee the Company's affairs, progress, performance, operations, and finances; and ensure that adequate resources are available to meet the Company's goals and objectives. Attendance of Directors at quarterly meetings is very good.

      
      
      
      1. Compliance with code of corporate governance (Continued)
         1. Board Meetings and Attendance (Cont'd)

            The Board held four (4) meetings during the financial year ended 31 December 2024. The notice for each meeting was in line with the Company's Articles of Association and Board papers were provided to directors in advance. Senior Executives of the Company are from time to time invited to attend Board meetings and make representations of their business units. The Board meetings were held on Tuesday, 26 March 2024; Wednesday, 12 June 2024; Tuesday, 10 September 2024; and Monday, 9 December 2024. A summary of the record of attendance at Board meetings is presented below.

            Names of Directors		26	12	10	9
            		March	June	September	December
            		2024	2024	2024	2024
            	Chairman Non-
            	Executive
            Dr. Mike Adenuga (Jnr.) GCON	Director Non-Executive	P	P	P	P
            Dr M. E. Omatsola	Director Non-Executive	P	P	P	P
            Engr. Babatunde Okuyemi	Director	P	A	P	P
            	Non-Executive
            Mr. Mike Jituboh	Director	P	P	P	P
            	Executive
            Mr. Ike Oraekwuotu	Director	P	P	P	P
            	Executive
            Miss Abimbola Michael - Adenuga	Director	P	P	P	P
            	Executive
            Mr. Ismail Salam (Exec. Director, Finance)	Director Non-Executive	P	P	P	P
            Mr. Joshua Ariyo	Director Non-Executive	P	P	P	P
            Mr. Ademola Idowu	Director	P	P	P	P

            Attendance keys: P = Present; A = Absent with apology; N/A = Not applicable

         2. Board committees:

            The Board carries out its responsibilities through its Standing Committees, which have clearly defined terms of reference, setting out their roles, responsibilities, functions and scope of authority. The Board has five (5) Standing Committees alongside other Board Supervised Management Committees:

            1. Executive Board Committee;

            2. Operation Review Committee;

            3. Risk Management Committee;

            4. Remuneration Committee; and

            5. Statutory Audit Committee.

               Through these Committees, the Board is able to effectively carry out its oversight responsibilities and take advantage of individual expertise to formulate strategies for the Company. The Committees make recommendations to the Board, which retains responsibility for final decision making. All Committees in the exercise of their powers so delegated conform to the regulations laid down by the Board, with well-defined terms of reference. The Committees render reports to the Board at the Board's quarterly meetings. A summary of the roles, responsibilities, composition and frequency of meetings of each of the Committees are as stated hereunder:

               
               
               20. Compliance with code of corporate governance (Continued)
   6. Board committees (cont'd)
      1. The Executive Board Committee

         The Executive Board Committee, led by the Managing Director and comprising the Executive Directors, sets the Company's priorities and targets, allocates resources and ensures the effective running of the Company. The Executive Board ensures that the Company's resources are fully utilized to meet the Company's goals. The Committee held five (5) meetings on Tuesday, 9 January 2024; Thursday, 11 April 2024; Wednesday, 17 July 2024, Wednesday, 18 September, 2024; and Tuesday 3 December 2024.

         Names	9	11	17	18	3
         	January	April	July	September	December
         	2024	2024	2024	2024	2024
         Mr. Ike Oraekwuotu Miss Abimbola Michael -	P	P	P	P	P
         Adenuga	P	P	P	P	P
         Mr. Ismail Salam	P	P	P	P	P
         Attendance keys: P = Present

      2. Operation Review Committee

         Members of this Committee are one Executive Director and two non-executive Directors. Mr. Mike Jituboh, a non-executive Director is Chairman of the Committee with the Managing Director in attendance. The Committee deliberates on matters relating to the general Operating Expenditure (OPEX), Capital Expenditure (CAPEX), general finance and administration of the Company and reports same to the Board. The Committee held three (3) meetings on Tuesday, 13 February 2024; Tuesday, 16 July 2024; and Friday, 8 November, 2024. The meetings were well attended.

         Names	13 February, 2024	16 July 2024	8 November 2024
         Mr. Mike Jituboh Ms. Abimbola Michael -	P	P	P
         Adenuga	P	P	P
         Mr. Joshua Ariyo	P	P	P
         Attendance key: P = Present

      3. Risk Management Committee

         This Committee is tasked with the responsibility of setting and reviewing the Company's risk policies. The coverage of supervision includes the following: Credit Risk, Reputational Risk, Operations Risk, Technology Risk, Market Risk, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time. The Terms of Reference of the Board Risk Management Committee include to:

         • Review and recommend for the approval of the Board, the Company's Risk Management Policies including the risk profile and limits;

         • Determine the adequacy and effectiveness of the Company's risk detection and measurement systems and controls;

         • Evaluate the Company's internal control and assurance framework annually, in order to satisfy itself onthe design and completeness of the framework;

         • Oversee Management's process for the identification of significant risks across the Company and the adequacy of risk mitigation, prevention, detection and reporting mechanisms;

         • Review and recommend to the Board for approval, the contingency plan for specific risks;

         • Review the Company's compliance level with applicable laws and regulatory requirements which may impact on the Company's risk profile;

         • Conduct periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Company's risk profile;

         • Handle any other issue referred to the Committee from time to time by the Board.

      
      
      20. Compliance with code of corporate governance (Continued) iii. Risk Management Committee (cont'd)

      The Chief Risk Officer of the Company presents regular briefings to the Committee at its meetings. The Committee met four (4) times during the financial year ended December 31, 2024 on Thursday, 22 February 2024, Thursday, 20

      June 2024, Monday, 16 September 2024 and Monday, 2 December 2024. The Board Risk Management Committee comprised the following members during the year under review:

      Names	22	20	16	2
      	February	June	September	December
      	2024	2024	2024	2024
      Dr. M. E. Omatsola	P	P	P	P
      Mr. Ike Oraekwuotu	P	P	P	P
      Mr. Ismail Salam	P	P	P	P
      Attendance keys: P = Present
      iv. Remuneration Committee

      The Board Remuneration Committee has the responsibility of setting the principles and parameters of Remuneration Policy across the Company, determining the policy of the Company on the remuneration of the Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long-term incentives for employees of the Company.

      The Committee is responsible for the determination of remuneration policy and its application for senior executives, performance evaluation, the adoption of incentive plans, and various governance responsibilities related to remuneration to a stand-alone committee, or to any other committee capable of combining it with their existing functions, as is appropriate.

      The Committee acts on behalf of the Board on all matters related to the workforce. The Committee held two (2) meetings within the year on Wednesday, 17 April, 2024 and Thursday, 26 September 2024. The meetings were well attended.

      Names	17 April 2024	26 September 2024
      Mr. Mike Jituboh	P	P
      Mr. Ademola Idowu	P	P
      Attendance key: P = Present.

   7. Statutory Audit Committee

      This Committee is responsible for ensuring that the Company complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. Its major functions include the approval of the annual audit plan of the internal auditors, review and approval of the audit scope and plan of the external auditors, review of the audit report on internal weaknesses observed by both the internal and external auditors during their respective examinations and to ascertain whether the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices. The Committee also reviews the Company's annual and interim financial statements, particularly the effectiveness of the Company's disclosure controls and systems of internal control as well as areas of judgment involved in the compilation of the Company's results. The Committee is responsible for the review of the integrity of the Company's financial reporting and oversees the independence and objectivity of the external auditors, review and ensures that adequate whistle blowing procedures are in place and that a summary of issues reported are highlighted to the Committee; and review the independence of the external auditors and ensures that where non-audit services are provided by the external auditors and that there is no conflict of interest. The Committee has access to external auditors to seek explanations and additional information, while the internal and external auditors have unrestricted access to the Committee, which ensures that their independence is in no way impaired.

      In compliance with the provisions of Section 404 (3) of the Companies and Allied Matters Act 2020, which requires the Director representatives to be two (2); the Committee is made up of two (2) Non-Executive Directors and three (3) Shareholders of the Company appointed at Annual General Meetings with the Company Secretary/Legal Adviser as the Secretary. The membership of the Committee at the Board level is based on the relevant experience of the Board members, while one of the shareholders serves as the Chairman of the Committee. The Committee has as its Chairman, a member representing the shareholders and holds meetings from time to time to deliberate on Audit Scope & Plan, the Time Table of the Company for the year, the Audited Accounts & unaudited trading results of the Company, Management Letter prepared by the External Auditors of the Company. In the performance of its functions, the Committee has unrestricted, direct access not just to the internal audit department but also to the external auditors.

      20. Compliance with code of corporate governance (Continued)
      1. Statutory Audit Committee (Cont'd)

         25 January 2024	8 May 2024	15 August 2024	9 October 2024
         P	P	P	P
         P	P	P	P
         P	P	P	P
         P	P	P	P
         P	P	P	P

         Any shareholder may nominate another shareholder as 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. The internal and external auditors are invited from time to time to attend the Meetings of the Committee. The Director of Finance, the Financial Adviser and appropriate members of Management also attend the meetings upon invitation. The Committee is required to meet quarterly and additional meetings may be convened as the need arises. The Statutory Audit Committee of the Company met four (4) times during the year. The meetings were held on Thursday, 25 January 2024; Wednesday, 8 May 2024; Thursday, 15 August 2024; and Wednesday, 9 October, 2024. The following members served on the Committee during the year ended December 31, 2024:

         Names Designation

         Mr. Oladepo Olalekan Adesina Chairman Rep. of

         Shareholders Mr. Ijayekunke Moses Idowu Member Rep. of

         Shareholders

         Mrs. Adeleye Funmilayo Bilqees Member Rep. of

         Shareholders

         Mr. Ademola Idowu Non-Executive Director

         Mr. Joshua Ariyo Non-Executive Director

         Attendance key: P = Present.

      2. Board Supervised Management Committee

         These are Committees comprising senior management staff of the Company. The Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from day to day activities of the Company. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times. They provide inputs for the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet as frequently as necessary to immediately take action and decisions within the confines of their powers. The standing Management Committees in the Company are:

         1. Management Credit Committee;

         2. Executive Management Committee;

         3. Tender Committee;

         4. Import Committee; and

         5. Process and Expenditure Committee.

      1. Management Credit Committee

         This is the Committee responsible for ensuring that the Company complies fully with the Credit Policy Guide as laid down by the Board of Directors. The Committee also provides inputs for the Board Credit. This Committee reviews and approves credit facilities to individual obligors not exceeding an aggregate sum to be determined by the Board from time to time. The Management Credit Committee is responsible for reviewing and approving all credits that are above the approval limit of the Managing Director as determined by the Board. The Committee reviews the entire credit portfolio of the Company and conducts periodic assessment of the quality of risk assets in the Company. It also ensures that adequate monitoring of credits is carried out. The Committee meets weekly depending on the number of credit applications to be considered.

         The secretary of the Committee is the Head of the Credit Control Department of the Company.

         20. Compliance with code of corporate governance (Continued)
   8. Board Supervised Management Committee (Cont'd)
      1. Executive Management Committee

         The Committee is comprised of Senior Management staff and Heads of Department. The Committee holds its meetings every Friday to deliberate on daily management operations, business reviews, targets and sundry issues. Members of the Committee are:

         The Managing Director - Chairman

         Finance Director - Member

         Financial Controller - Member

         Head, Retail Business - Member

         Deputy Head, Retail - Member

         Head of Business, Aviation - Member

         Head Internal Audit - Member

         Head, Central Operations Unit - Member

         Head of Business / Installation - Member

         Head, Imports - Member

         Head, Supply and Distribution - Member

         Head, Lubricants Business - Member

         Corporate Affairs Manager - Member

         IT Manager - Member

         Head, Credit Control - Member

         Treasurer - Member

         Company Secretary/Legal Adviser - Member

         Head, Human Resources - Member

      2. Tender Committee

         The Committee holds its meetings every Tuesday and Thursday to conduct negotiation to determine the most technically and commercially competitive bids/vendor. The Committee thereafter makes recommendation to the Management or the Board as the case may be. The members of the Committee are as follows:

         Finance Director - Chairman

         Head, Internal Audit - Member

         Head, Apapa Installation - Member

         Procurement Manager - Member

         Head of User Department concerned - Member

      3. Import Committee

         The Committee is responsible for the procurement of petroleum products and to ensure that petroleum products are available to the Company timely and at the best possible price. The Committee meets as the need arises on every transaction. The Committee thereafter makes recommendation to the Management or the Board as the case may be for approval. Members of the Committee are as follows:

         Managing Director - Chairman

         Finance Director - Member

         Head, Imports - Member

         Head, Central Operations Unit - Member

      4. Process & Expenditure Committee

      The Committee sits to consider all processes and identify areas of bottlenecks that may impede smooth and speedy resolution of issues with a view to having better control in running of the Company. The Committee also scrutinizes all proposed expenditure of the Company to determine that the expenditures are reasonable and fair. The Committee meets every week. The members of the Committee are as follows:

      Managing Director - Chairman

      Financial Controller - Member

      Head, Internal Audit - Member

      20. Compliance with code of corporate governance (Continued)
   9. Relations with shareholders

      The Company is conscious of and promotes shareholders' rights. It continues to take necessary steps to improve on same. In its interaction with its shareholders, the Company lays emphasis on effective communication. Through its reports and the Annual General Meeting, the Board renders stewardship to the Company's shareholders. Besides these formal relations, the Board has in place other avenues for interaction with shareholders such as other less formal meetings and contacts.

      The benefits from contributions, advice and wisdom from the shareholder members of the statutory Audit Committee remain invaluable. The inclusion of the representatives of the shareholders in the Audit Committee and also on the Board ensures that the shareholders are kept abreast of developments in the Company.

   10. Shareholders

       The General Meeting of the Company is the highest decision-making body of the Company. The Company's General Meetings are conducted in a transparent and fair manner. Shareholders have the opportunity to express their opinions on the Company's financial results and other issues affecting the Company. The Annual General Meeting is attended by representatives of regulators such as the Securities and Exchange Commission, the Nigerian Exchange Group, the Corporate Affairs Commission as well as representatives of Shareholders' Associations. The Company's has a Relations Unit, which deals directly with enquiries from shareholders and ensures that Shareholders' views are escalated to Management and the Board. In addition, quarterly, half-yearly and annual financial results are published in national newspapers.

   11. Management, Protection of Shareholders' Rights

       The Board ensures the protection of the statutory and general rights of shareholders at all times, particularly their right to vote at general meetings. All shareholders are treated equally, regardless of volume of shareholding or social status.

   12. The Company Secretary

       The Company Secretary provides a point of reference and support for all Directors. The Company Secretary also consults regularly with Directors to ensure that they receive required information promptly. The Board may obtain information from external sources, such as consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly. The Company Secretary is also responsible for assisting the Board and Management in the implementation of the Nigerian Code of Corporate Governance, coordinating the orientation and training of new Directors and the continuous education of Non-Executive Directors; assisting the Chairman and Managing Director to formulate an annual Board Plan and with the administration of other strategic issues at the Board level; organizing Board meetings and ensuring that the minutes of Board meetings clearly and properly capture Board discussions and decisions.

   13. Insider Trading and Price Sensitive Information

       The Company has in place a policy regarding trading in its shares by its Directors and employees on the terms and conditions similar to the standards set out by the Nigerian Exchange Group. Directors, insiders and their related persons in possession of confidential price sensitive information ("insider information") are prohibited from dealing with the securities of the Company where such would amount to insider trading. Directors, insiders and related parties are prohibited from disposing, selling, buying or transferring their shares in the Company for a "lock up" period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the Company from time to time. In addition to the above, the Company makes necessary disclosure as required under Rule 111 of the Securities and Exchange Commission ("SEC") Rules and Regulations which stipulates that Directors and top Management employees and other insiders of public companies shall notify the SEC of any sale or purchase of shares in the company, not later than forty-eight (48) hours after such activity. The Directors of the Company comply strictly with the laid down procedure and policy regarding trading in the Company's shares.

   14. Corporate Social Responsibilities Interaction with the society

       The Company in its activities pays due attention to ethical values, complies with legal requirements and takes into consideration the various stakeholders comprising not just its members but also the general populace and communities where it carries on business. The Company ensures maximum care for the environment where it operates by maintaining the highest environmental standards. Being an employer, supplier and consumer, Conoil Plc contributes to the economic growth in various ways.

       It is expected that new CSR initiatives under consideration and development will mature enough by the next reporting cycle for intimation to the public.

   15. Internal Financial Controls

       The Company has in place procedures and structures for an effective control environment that promotes the orderly and efficient conduct of the Company's business. These include the safeguarding of the Company's assets and the maintenance of proper accounting records and financial information among others.

       The Audit Committee also plays a vital role in ensuring a sound system of internal control.

   16. Conoil Plc and the Law

       Conoil Plc ensures compliance with the laws and regulations guiding its operations in Nigeria. The Company has in place the following Policies which are available on the website of the Company https://www.conoilplc.com :

       1. Securities Trading Policy

       2. Complaint management policy

       3. Code of Conduct and Business Ethics

       4. Anti-Bribery and Corruption Policy

       5. Anti-Money Laundering and Combating Terrorism Financing Policy

       6. Market Conduct Policy

       7. Complaints Management Policy Framework

The Company complied with all relevant laws and regulations within the year ended 31 December, 2024.

The Company's Auditors, Messrs. Nexia Agbo Abel & Co in accordance with the relevant corporate governance rules on their tenure in office have indicated their willingness to resign as the Auditors of the Company. In accordance with Section 401 (2) of the Companies and Allied Matters Act, 2020 therefore, a resolution for the appointment of a new auditor will be passed at the next Annual General Meeting of the Company.

Company Secretary/Legal Adviser FRC/2024/PRO/NBA/002/499932

11 June 2025

In conformity with the provisions of Section 377 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of the financial statements which give a true and fair view in accordance with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and Allied Matters Act, 2020. In doing so, they ensure that:

In preparing the financial statements, the Directors are responsible for ensuring that:

• Proper accounting records are maintained;

• Applicable accounting standards are complied with;

• Suitable accounting policies are adopted and consistently applied;

• Judgments and estimates made are reasonable and prudent;

• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and

• Internal control procedures are instituted which, as far as is reasonably possible, safeguards the assets and also prevents and detects fraud and other irregularities.

The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the Company will not remain a going concern in the year ahead.

The financial statements of the Company for the year ended 31 December 2024 were approved by the Directors on 11 June 2025.

Finance Director Acting CEO

FRC/2018/ICAN/00000018798 FRC/2016/NIM/00000015427