Notices of annual general meeting (agm)

1. To lay before Members for approval, the Financial Statements for the year ended 31st December, 2025 and receive the Reports of the Directors, Auditors and Statutory Audit Committee thereon;

2. To re-elect Directors;

3. To appoint Directors;

4. To disclose the remuneration of Managers of the Company;

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

6. To elect members of the Statutory Audit Committee.

1 To fix the remuneration of the Non-Executive Director; and

2. To renew general mandate for Related Party Transactions.

1. 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 (Forty-eight) hours before the time of the meeting.

2. BIOGRAPHICAL DETAILS OF DIRECTORS

   The biographical details of the Directors standing for re-election and appointment are contained in the 2025 annual report and posted on the Company's website https://www.services.totalenergies.ng

3. 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 (Twenty-one) days before the Annual General Meeting. Nominations should please be accompanied by a copy of the nominee's curriculum vitae.

4. 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 6th day of June, 2026.

5. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES

   Several dividends warrants and share certificates remain unclaimed and are yet to be presented for payment or returned to the Registrars for revalidation. We also published a list in the newspapers and on our website. We implore all shareholders whose details are contained in the list and affected by this to please write to the Company Secretary or Registrars or call either office during working hours.

6. 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 to furnish particulars of their bank accounts/CSCS details to the Registrar or Company Secretary expeditiously.

7. e-REPORT

   In order to improve efficiency and delivery of the Annual Report, shareholders who have registered their email addresses with the Registrars shall receive the Annual Report of TotalEnergies Marketing Nigeria Plc in electronic format. Shareholders who have not provided their email addresses to the Registrars are advised to do so. In addition, Annual Reports are available online for viewing and download from the Company's website at https://www.services.totalenergies.ng

8. NO VOTING BY INTERESTED PARTIES

   In line with the provisions of Rule 20.8 (h) Rules Governing Related Party Transaction of Nigerian Exchange Limited, interested persons have undertaken to ensure that their proxies, representatives, or associates shall abstain from voting on special resolution 2 above.

9. VIRTUAL MEETING LINK

   Following the enactment of the Business Facilitation (Miscellaneous Provisions) Act 2022, which permits public companies to conduct meetings electronically, this Annual General Meeting will be held virtually via the Zoom platform. The meeting link is https://us05web.zoom.us/j/83411332123?pwd=cdf94P86PdcOaoRWUvmdB2W1mukJZk.1 and will also be available on the Company's website, https://www.services.totalenergies.ng

10. 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 at https://www.services.totalenergies.ng to register their complaints. This will enable the Company handle complaints from shareholders in a timely, effective, fair and consistent manner.

11. LIVE STREAMING OF THE AGM: The Meeting will be streamed live online to enable stakeholders to follow the proceedings. The link for the live streaming of the Meeting will be made available on the Company's website at https://www.services.totalenergies.ng and will be streamed live on the YouTube social media channel.

BY ORDER OF THE BOARD

Mark .N. Mannok

FRC/2024/PRO/NBA/002/552036

Company Secretary

Dated this 18th Day of March, 2026