Annual Report & Financials Statements for the Year Ended 31st December 2023

VISION

• To be recognized as the benchmark for safety in the Kenyan industry.
• To be the trusted partner of all our customers, by listening to them and actively supporting them in their own transitions towards more responsible energies and mobility.
• To be a leader in value creation for society generating shared prosperity and return to our stakeholders.

MISSION

The purpose of TotalEnergies Marketing Kenya PLC is to market quality products and energy solutions to its customers that are more affordable, cleaner, more reliable and that are less and less carbon intensive while ensuring Safety in all operations and day-to-day business.

AGENDA

ORDINARY BUSINESS

1. To read the notice convening the meeting, table the proxies received and confirm the presence of a quorum.
2. To confirm and adopt the minutes of the 69th Annual General Meeting held on 15 June 2023.
3. To receive, consider and adopt the Audited Financial Statements for the year ended 31 December 2023 together with the Chairman's
   Statement and the reports of the Directors and the Auditors thereon.
4. To approve the payment of a first and final dividend of KShs 1.92 per share in respect of the Financial Year ended 31 December 2023 (2022: Kshs. 1.31), payable on or around 31 July 2024 to the holders of Ordinary Shares and Redeemable Preference Shares on record at the close of business on 27 June 2024.
5. To approve the Directors' Remuneration Report as detailed in the
   Annual Report for the Financial Year ended 31 December 2023.
6. Re-electionof Directors
7. 1. Mr. Guillaume Navez, a Director retiring by rotation in accordance with Article 70 (1) of the Company's Articles of Association and, being eligible, offers himself for re-election.
   2. Mr. Joseph Karago, a Director retiring by rotation in accordance with Article 70 (1) of the Company's Articles of Association and, being eligible, offers himself for re-election.
8. To appoint the Board Audit Committee of the Company in accordance with the provisions of Section 769 of the Companies Act, 2015 com- prising the following members:
9. 1. Mr. Joseph Karago

1. 1. Mr. Maurice Odhiambo K'Anjejo
   2. Ms. Catherine Musakali
   3. Mr. Guillaume Navez
2. To re-appoint Messrs Ernst & Young LLP as Auditors of the Company in accordance with the provisions of Section 721(2) of the Companies Act, 2015 and to authorize the Directors to fix their
   Remuneration for the ensuing Financial Year.
3. To discuss any other business of which due notice has been received.

BY ORDER OF THE BOARD

J L G MAONGA

COMPANY SECRETARY

Date: 30th May 2024

1. Shareholders wishing to participate in the meeting should register for the AGM by doing the following:
2. 1. Dialling *483*816# for all networks and follow the various prompts regarding the registration process; or
   2. Sending an email request to be registered to totalenergiesagm@image.co.ke; or
   3. Shareholders with email addresses will receive a registration link via email through which they can use to register.

In order to complete the registration process, shareholders will be required to use their ID/Passport Numbers which were used to purchase their shares and/or their CDSC Account Number at hand. For assistance, shareholders (whether in Kenya or outside) should dial the following helpline number: (+254) 709 170 041 from 8:00 a.m. to 5:00 p.m. (EAT) from Monday to Friday.

1. The registration period opens on Wednesday, 5 June 2024 at 9.00 a.m (EAT) and will close on Tuesday, 25 June 2024 at 9.00 a.m. (EAT). Shareholders will not be able to register for the AGM after 25 June 2024 at 9.00 a.m. (EAT).
2. The following documents are available on the Company's website, https://totalenergies.ke/: (i) The Company's Annual Report and Audited Financial Statements for the year ended 31 December 2023 and (ii) a copy of this Notice.
   The documents may also be accessed upon request by dialling the
   USSD code above and selecting the Reports option. The reports and agenda can also be accessed on the livestream link.
3. Shareholders wishing to raise any questions or clarifications regard- ing the AGM may do so:
4. • 1. by dialing the USSD code above and selecting the option (ask Question) on the prompts (For shareholders who will have registered to participate in the meeting)
     2. by sending their written questions by email to totalenergie- sagm@image.co.ke.
     3. to the extent possible, physically delivering their written ques- tions with a return physical address or email address to Image
        Registrars offices at 5th floor, Absa Towers (formerly Barclays Plaza), Loita Street; or
     4. sending their written questions with a return physical address or email address by registered post to Image Registrars' address at P.O. Box 9287 - 00100 Nairobi.
   • Shareholders must provide their full details (full names, ID/
     Passport Number/CDSC Account Number) when submitting their questions and clarifications.

1. • Following receipt of the questions and clarifications, the Directors of the Company shall provide written responses to the questions received to the physical address or email address provided by the Shareholder by no later than 5.00 p.m. (EAT) on Wednesday, 26 June 2024. A full list of all questions received and the answers thereto shall be published on the Company's website by not later than 12 hours before the start of the Annual General Meeting.
2. In accordance with Section 298 of the Companies Act, sharehold- ers entitled to attend and vote at the AGM are entitled to appoint a proxy to vote on their behalf. A proxy need not be a member of the Company but if not the Chairman of the AGM, the appointed proxy will need access to a mobile telephone. A proxy must be signed by the appointor or his attorney duly authorized in writing. If the appointer is a body corporate, the instrument appointing the proxy shall be given under its common seal or under the hand of an officer or duly autho- rized attorney of such body corporate. A completed form of proxy should be emailed to totalenergiesagm@image.co.ke or delivered to
   Image Registrars, 5th Floor, Absa Towers (formerly Barclays Plaza), Loita Street, P.O. Box 9287- 00100 GPO, Nairobi so as to be received by not later than Tuesday, 25 June 2024 at 9.00 a.m. (EAT). Any person appointed as a proxy should submit his/her mobile telephone number to the Registrars by no later than Tuesday, 25 June 2024 at 9.00 a.m. (EAT). Any proxy registration that is rejected will be com- municated to the shareholder concerned by not later than Tuesday, 25
   June 2024 to allow time to address any issues. A copy of the Proxy
   Form may be obtained from the Company's website https://totalener- gies.ke/

1. The AGM will be streamed live via a link which shall be provided to all shareholders who will have registered to participate in the Annual General Meeting. Duly registered shareholders and proxies will receive a short message service (SMS/USSD) prompt on their registered mobile numbers, 24 hours prior to the AGM acting as a reminder of the AGM. A second SMS/USSD prompt shall be sent three hours ahead of the AGM, reminding duly registered shareholders and proxies that the AGM will begin in three hours' time and providing a link to the live stream.
2. Duly registered shareholders and proxies may follow the proceed- ings of the AGM using the live stream platform and may access the agenda. Duly registered shareholders and proxies may vote (when prompted by the chairman) via the USSD prompts or the web link
3. Results of the AGM shall be published on the Company's website, https://totalenergies.ke/ within 24 hours following conclusion of the AGM.
4. Shareholders are encouraged to continuously monitor the Company's website, https://totalenergies.ke/ or update relating to the AGM.
   We appreciate the understanding of our shareholders for embracing technological changes in line with the changing business and environ- mental conditions.

Mohammed Muigai LLP

MM Chambers, 4th Floor

K-Rep Centre, Wood Avenue

Off Lenana Road, Kilimani

P.O. Box 61323-00200

Nairobi, Kenya

Musyimi & Company Advocates

M'pulla House, Arboretum Drive

Off State House Road

P.O. Box 12502-00400

Nairobi, Kenya

Waruhiu K'owade & Ng'ang'a Advocates Flamingo Towers, 3rd Floor, Winga Mara Road

P.O. Box 47122-00100 Nairobi, Kenya

Waweru Gatonye & Co. Advocates

Timau Plaza,4th Floor

Argwings Kodhek, Timau Road Junction

P.O. Box 55207-00200

Nairobi, Kenya

Kiarie, Kariuki & Associates Advocates Bemuda Plaza, 2nd Floor, Suite No. C3 Ngong Road

P.O. Box 13808-00100 Nairobi, Kenya

Hamilton Harrison & Mathews Delta Office Suites, 1st Floor Waiyaki Way

P.O. Box 30333-00100 Nairobi, Kenya