Quarter 5 financial statement for 2024

TotalEnergies

TOTALENERGIES MARKETING NIGERIA PLC

AUDITED FINANCIAL STATEMENTS

DECEMBER 2024

TABLE OF CONTENTS

Corporate Profile 2

Core Values 3

Mission Statement 4

Directors, Officers and Professional Advisers 5

Corporate Directory 6

Results at a Glance 7

Notice of Annual General Meeting 8

Chairman's Statement 10

Board of Directors' Profile 13

Report of the Directors' 16

Statement of Corporate Responsibility 22

Corporate Governance Report 23

Statement of Director's 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 36

Independent practitioner's report 40

Statement of Financial Position 43

Statement of Profit or Loss and other Comprehensive Income 44

Statement of Changes in Equity 45

Statement of Cash Flows 46

Notes to the Financial Statements 47

Other National Disclosures 86

Statement of Value Added 87

Five Year Financial Summary 88

Share Capital History 89

List of Major Distributors 2024 90

Proxy Form 97

E-dividend Mandate Activation Form 99

Our CORE VALUES

At TotalEnergies, we put Safety first, we have Respect for each other, we have a Pioneer Spirit, we Stand together, and we are Performance-minded.

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 acknowledgment 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

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. Sebastien Bariller Mr. Matthieu Got

COMPANY SECRETARY Mr. Mark N. Mannok

REGISTERED OFFICE Eko Tower 1

Plot 1415-E, Adetokunbo Ademola 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

• - Chairman

• - Managing Director

• - Executive Director

• - Executive Director

• - Non Executive Director

• - Non Executive Director

• - Non Executive Director

• - Non Executive Director

• - Non Executive Director

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

(French)

(Senegalese)

(French)

(French) (French)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31st DECEMBER, 2024

CORPORATE DIRECTORY

HEAD-OFFICE

EKO TOWER 1

Plot 1415-E, Adetokunbo Ademola Street, Victoria Island, Lagos.

P.M.B 2143, Lagos Tel: 01 4631681-4 01 4617041 -2

TOTAL CARD: 01- 4617044

SALES AREA OFFICES

TOTALENERGIES MARKETING NIGERIA PLC.

RESULTS AT A GLANCE

At the board of directors meeting of 28th March 2025, final dividend of ₦40.00 was proposed for the year ended 31st December 2024 (2023: ₦25.00).

TotalEnergies

TOTALENERGIES MARKETING NIGERIA PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 47th Annual General Meeting of TOTALENERGIES MARKETING NIGERIA PLC will hold at The Banquet Hall, The Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos on Friday, the 16th day of May, 2025 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, 2024 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 Director;

• 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.

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 22nd April, 2025 will be credited on Friday 16th May, 2025.

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 23rd day of April, 2025 to Friday the 25th day of April, 2025 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 2024 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 2nd day of May, 2025.

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. 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.

XI.LIVE STREAMING OF THE ANNUAL GENERAL MEETING

The Annual General Meeting will be stream live online via the Company's website:www.services.totalenergies.ngThis will enable shareholders and stakeholders who will not be attending the meeting physically, to be part of the proceedings.

XII. 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.ng to 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

Dated this 28th Day of March, 2025