Quarter 5 - financial statement for 2025

TotalEnergies

TOTALENERGIES MARKETING NIGERIA PLC AUDITED FINANCIAL STATEMENTS DECEMBER 2025

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 87

Statement of Value Added 88

Five Year Financial Summary 89

Share Capital History 90

List of Major Distributors 2025 91

Proxy Form 96

E-dividend Mandate Activation Form 97

CORPORATE PROFILE

Our history (1956- 2021):

• The Company was Incorporated in Nigeria as a private limited liability company on 1st June 1956 as

  "Total Oil Products".

• In 1956: The Company's first petrol station was commissioned at Herbert Macaulay Street, Yaba, Lagos State.

• In 1967: The Company became "Total Nigeria Limited".

• In 1978: It became publicly quoted on the Nigerian Exchange Limited with a paid-up capital of N10,000,000 (Ten Million Naira) with 40% (Forty percent) of it sold to Nigerians.

• In 1991: The Company became known as "Total Nigeria Plc" after the enactment of Companies and Allied Matters Act (CAMA) 1990.

• In September 2001, it successfully merged with Elf Oil Nigeria Ltd and emerged as "Totalfinaelf Nigeria Plc".

• Following the approval by the Company in its General Meeting, the corporate name reverted to "Total Nigeria Plc".

• In August 2021, by the virtue of a Special Resolution passed by the Company, the corporate name

was changed to "TOTALENERGIES MARKETING NIGERIA PLC".

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.

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 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.

Mr. Wilfried Konde Managing Director

TOTALENERGIES MARKETING NIGERIA PLC RC 1396

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS

DIRECTORS

Mr. Jean-Phillipe Torres Mr. Wilfried Konde

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

Engr. Ahmed Rufai Sirajo Prince (Dr.) Jeff Nnamani Mr. Matthieu Got

Dr. Samba Seye

Mr. Sebastien Bariller

• Chairman (French)

• Managing Director (Ivorian) Appointed 1st February 2026

• Executive Director

• Executive Director (French)

• Non Executive Director

• Non Executive Director

• Non Executive Director

• Non Executive Director (French)

• Former Managing Director (Senegalese) Resigned 31st January 2026

• Non Executive Director (French) Resigned 9th October 2025

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

INDEPENDENT AUDITOR

Pricewaterhousecoopers Chartered Accountants FF Millenium Towers

Plot 13/14 Ligali Ayorinde Street 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

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31st DECEMBER, 2025

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

ABUJA

Total House

Plot 247, Herbert Macaulay Way. Central Business District, Abuja Tel: 01- 4618914

BENIN

8/10, Akpakpava Street P.O.Box 20, Benin City. Tel: 01- 4619189

IBADAN

Mokola Roundabout

P.O. Box 868,

Ibadan

Tel: 01- 4619188

PORT HARCOURT

NO. 59 Trans Amadi Industrial Layout Port Harcourt.

Tel: 01- 4619180

KANO

181, Airport Road,

P.O.Box 21, Kano.

Tel: 01- 4619183

LAGOS SOUTH

No.4, Churchgate Street, Victoria Island Lagos Tel: 01- 4618913

LAGOS NORTH

3, Steve Ajose Street Former SCOA Yard, Behind Elida Hotel, Kirikiri, Lagos

Tel: 01- 4619182

AIR TOTALENERGIES

IKEJA JUHI

ABUJA Tel: 08113624144

TOTALENERGIES MARKETING NIGERIA PLC

TOTALENERGIES MARKETING NIGERIA PLC.

At the board of directors meeting of 18th March 2026, no final dividend was proposed for the year ended 31st December 2025 (2024: ₦40.00).

TotalEnergies TOTALENERGIES MARKETING NIGERIA PLC

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 48th Annual General Meeting of TOTALENERGIES MARKETING NIGERIA PLC will hold at The Banquet Hall, The Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos on Thursday, the 18th day of June, 2026 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, 2025 and receive the Reports of the Directors, Auditors and Statutory Audit Committee thereon;

2. To re-elect Directors;

3. To appoint Director;

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.

SPECIAL BUSINESS:

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

2. To renew general mandate for Related Party Transactions.

NOTES:

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. 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 Tuesday the 26th day of May, 2026 to Thursday the 28th day of May, 2026 inclusive of both days for the purpose of preparing an up-to date Register of Members.

3. 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

4. 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.

5. 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.

6. 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 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.

VII.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.

1. 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.

2. 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.

1. LIVE STREAMING OF THE ANNUAL GENERAL MEETING

   The Annual General Meeting would be streamed live online via the Company's website: https://www.services.totalenergies.ng. This will enable shareholders and stakeholders who will not be physically attending the meeting, be part of the proceedings.

2. 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.

BY ORDER OF THE BOARD

Mark .N. Mannok

FRC/2024/PRO/NBA/002/552036

Company Secretary

Dated this 18th Day of March, 2026

CHAIRMAN'S STATEMENT AT THE 48TH 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 48th Annual General Meeting of your Company. During this meeting, I shall present to you the Directors' Report and Financial Statements for the year ended 31st December 2025.

THE BOARD

Since our last Annual General Meeting, there have been notable changes to the composition of the Board. Mr. Sebastien Bariller resigned to take on new responsibilities within TotalEnergies, while our former Managing Director, Dr. Samba Seye, resigned from the Board and retired from the Group after several years of dedicated service. We thank them sincerely for their invaluable contributions and wish Dr. Samba a peaceful and fulfilling retirement. We are also pleased to announce the appointment of Mr. Wilfried Konde as Managing Director with effect from 1 February 2026. Mr. Konde brings with him a deep understanding of the Nigerian business environment. At this meeting, we will be seeking your approval to ratify these appointments. Please join me in wishing Mr. Konde a successful and impactful tenure on the Board.

OUR ENVIRONMENT AND YOUR COMPANY'S PERFORMANCE

Security remained highly unstable throughout 2025 due to persistent insurgency, banditry, and kidnappings. In response to the escalating threats, the government declared a national security emergency and increased the recruitment of police and military personnel. The government has reported notable achievements in its security operations

In 2025, many of the government reforms introduced from 2024 began to yield positive outcomes, reflected in higher government revenues, increased exports, improved capital inflows, and a more favourable credit outlook for the country. One of the most notable stabilisation achievements was the significant easing of inflation. According to the National Bureau of Statistics (NBS), inflationary pressures moderated over the year, with Nigeria's inflation rate falling to 14.5% (a remarkable improvement from 31.43% in 2024). This disinflation trend partly reflects the Central Bank of Nigeria's consistent tight monetary policy stance, which helped anchor inflation expectations and restore macroeconomic credibility. However, the decline in headline inflation masks persistent underlying cost pressures. The cost of living remains elevated for many Nigerian households, driven largely by sustained food price inflation resulting from ongoing supply disruptions and insecurity in key agricultural regions.

Food inflation, a major component of the inflation basket, moderated in 2025 due to improved domestic supply during the harvest season and a more stable exchange rate. The exchange rate also appreciated by 6.9% to

₦1,436.31/US$ in December 2025 and remained broadly stable throughout the year, reflecting improved foreign-exchange liquidity conditions. Monetary policy remained tight for most of the year, with the Central Bank of Nigeria (CBN) maintaining the Monetary Policy Rate (MPR) at 27% to anchor inflation expectations and stabilise macroeconomic conditions.

Supply of petroleum products was unstable in 2025. Dangote Refinery become the game changer in the downstream sector. However, the continued price war and persistent market instability driven by incessant price fluctuations continued to define the operating environment. These dynamics have resulted in significant financial losses for major players across the industry.

KEY DEVELOPMENTS

Safety remains the core value of TotalEnergies Marketing Nigeria Plc. We firmly believe that safety is not a cliché but a way of life one that underpins every aspect of our operations. Our unwavering commitment to Safety, Health, Quality, and Environmental Protection continued to guide our activities and operations throughout the year. During the period under review, the company underwent the Group-international One-Maestro audit an exhaustive and meticulous performance and compliance assessment covering all

our operations, including depots, plants, and the entire supply chain. I am pleased to report that TEMNPLC excelled in this audit, reaffirming our leadership in operational excellence and risk management.

Your company in 2025 launched a new chapter in mobility with the introduction of the TotalEnergies Mobility Card Plus (TEMC+). More than just a card, TEMC+ is a digital gateway to smarter, more secure, and more convenient mobility solutions for individuals and businesses alike. Our retail business also continued to empower communities and enterprises through a nationwide network of 511 service stations. These stations are increasingly supported by innovative solar solutions and exceptional customer service further underscoring our leadership in renewable energy and our commitment to delivering sustainable value across Nigeria.

This year's Africa Customer Service Week, themed "Your Trust, Our Everyday Energy," was a remarkable success. The celebrations featured customer appreciation and feedback sessions during our Happy Hour event, enhanced forecourt services, vehicle care support, and special rewards for loyal customers through the issuance of TotalEnergies cards. More than a celebration, this initiative reaffirmed our unwavering commitment to customer centricity and to delivering outstanding experiences every single day.

In 2025, TotalEnergies Lubricants experienced a challenging yet resilient year, recording a 16% decline in sales volume alongside a 7% year-on-year increase in unit margins. While these dynamics affected overall business performance, the segment maintained a strong market presence through strategic initiatives such as the introduction of new off-road gas engine lubricants, the acquisition of new customers across multiple channels, and the successful execution of Mechademix 2.0. It is particularly noteworthy that Mechademix 2.0 earned first place in the Global Heavy-Duty Awards an achievement that underscores our unwavering commitment to our customers and our dedication to delivering world-class lubricants. This recognition reinforces our promise to continue providing superior quality products in the years ahead.

Despite the volatile and highly competitive business climate of 2025, your company continued to invest strategically in its operations. We completed the reconstruction, facelift, and commissioning of flagship projects at Onigbagbo station, Alapere 2 station, Total House in Abuja, and several others across the country. These projects have significantly enhanced the appearance, functionality, and customer experience at our service stations, reflecting our ambition, innovation, and long-term commitment to excellence. At the same time, we maintained a disciplined focus on operational efficiency, running our entire station network at the lowest possible cost while ensuring uninterrupted service to our customers. This achievement demonstrates the resilience and prudence with which we continue to navigate today's economic challenges.

Our commercial business also remained positive, sustaining and delivering hard-fought margins. The strong feedback and loyalty from our customers stand as a testament to the robustness of our well-structured B2B business models and the value we consistently deliver.

Our Transporters remain vital partners in our operations, and I would like to express our deepest appreciation for their continued loyalty and dedication, especially in these challenging times. Following the ICT audit of 2025, the number of our Transporters achieving "Green" status increased from two to four. We look forward to even more Transporters attaining this benchmark in the upcoming audit, in alignment with TotalEnergies' aspiration to remain ahead of the competition.

TEMNPLC @ 70

Ladies and gentlemen, it is also noteworthy to report that your company has continued to sustain and enhance its service delivery to our esteemed customers across Nigeria over the last seven decades.

This year marks the 70th anniversary of our commitment to providing top-tier products and services to our diverse clientele, guided consistently by the highest ethical standards and unwavering professionalism. This milestone is not just a celebration of longevity, but a testament to the trust, resilience, and shared purpose that have defined our journey. I would like to use this opportunity to congratulate all of you our shareholders, customers, partners and employees whose dedication and support have made this remarkable journey both sustainable and memorable.

AWARDS

I am delighted to inform you that the Company has received multiple prestigious awards. At the 2025 PEARLS Awards, TEMNPLC emerged as the winner of the 2025 "Sectoral Leadership Award" (Oil & Gas). In addition, at the 2025 Social Impacts and Sustainability Awards (SISA), the Company received two distinguished honours: "Renewable Energy & Climate Action Champion of the Year" and "Youth Empowerment Impact Company of the Year". Furthermore, at the Sustainability Enterprise and Responsibility Awards (SERAS), the Company was recognized as the Best in Rural Population Integration Company. Congratulations to the entire team for these remarkable achievements.

COMPANY PERFORMANCE

Distinguished shareholder, the year 2025 witnessed an unprecedented challenge across our sector which had a significant impact on our performance, and unfortunately, this was reflected in our financial results. Our turnover declined by 26%, falling to ₦767.63 billion in 2025 compared to ₦1,041 trillion in 2024. Profitability was similarly affected: we recorded an exceptional loss after tax of ₦13.96 billion, a sharp contrast to the ₦27.4 billion profit achieved in 2024. Despite the volatility in our operating environment, your company remains resilient, forward-thinking, and committed to delivering long-term value.

DIVIDENDS

Unfortunately, the company will not be able to recommend any dividend payment this year due to the negative results recorded. This decision, though difficult, reflects our commitment to prudent financial management and the long-term sustainability of the business. We remain focused on restoring profitability and creating the conditions that will enable us to restore good return on investment in the future.

OUR PEOPLE

Our employees remain the most valuable asset of TotalEnergies Marketing Nigeria Plc and the driving force behind our continued success. During the year, we advanced our commitment to their well-being through several impactful initiatives. We successfully held the Healthy Living Campaign and organised a webinar on "Reproductive Wellness for Every Stage". In addition, we hosted multiple Psychosocial Risk webinars and encouraged open, honest conversations around mental health across the organisation. We remain steadfast in our commitment to investing in employee welfare, motivation, talent management, development, and training. These efforts are essential to strengthening loyalty, deepening engagement, and sustaining the resilience required to deliver excellent returns to our shareholders in 2026 and beyond.

AHEAD

Inflation is projected to moderate in 2026, aided by greater foreign exchange stability, increased agricultural output, and more consistent policy execution. Nonetheless, notable risks remain, including pre-election fiscal pressures, insecurity in key food-producing regions, and volatility in global oil prices.

The exchange rate outlook for 2026 remains broadly positive, with stability expected to persist on the back of a stronger current-account position, sustained foreign-exchange inflows, and continued policy transparency that reinforces market confidence. Effective implementation of ongoing institutional reforms is also anticipated to support investor sentiment and improve Nigeria's sovereign risk perception, potentially enhancing access to lower-cost external financing over the medium term. Furthermore, closer coordination among key government institutions is expected to strengthen cash-flow forecasting, tighten commitment controls, reduce idle balances, and support more predictable releases aligned with budgetary and debt-servicing priorities.

The outlook for Nigeria's petroleum downstream sector in 2026 suggests a period of relative stability in supply chain. However, we remain mindful of the ongoing price war, which has had a significant impact on our business and may continue into 2026 and beyond. Despite these pressures, I am confident that our re-engineered structure and highly capable workforce will position us to deliver excellent returns to our shareholders in 2026 and in the years ahead.

CONCLUSION

Distinguished Shareholders, on behalf of my colleagues on the Board of our great company, I hereby express our gratitude to the management and staff of the Company for their unwavering loyalty and commitment to the Company. I would also like to thank my colleagues on the Board for their input and support.

Ladies, and gentlemen, I thank you for your encouragement, support and cooperation given to the Board and Management. Our gratitude also goes out to you our esteemed Shareholders, Customers, transporters, and suppliers. We thank you for your support, cooperation, patronage, and understanding of the period under review and towards sustaining the Company's profitability in the years ahead.

Finally, I thank you all for your presence at this meeting, and I look forward to your participation during the meeting. Thank you.

Mr. JEAN-PHILLIPE TORRES

Chairman

18th March, 2026

TOTALENERGIES MARKETING NIGERIA PLC

BOARD OF DIRECTORS PROFILE

Mr. Torres is a finance graduate of the University of Lille. He obtained a Masters in finance from the Ecole Supérieure de Commerce de Tours in France and a Master of Science in Management from the IÉSEG School of Management, Lille. He started his working career as an Analyst in the French Ministry for Economy and Finance. He joined the TotalEnergies in 1992 as a Financial Controller in the Combustible Fuels Division of Elf Antar France. In 1993 he moved to Elf Raffinage Distribution as Treasurer in charge of the African affiliates. In 1995 he was the Sales and Marketing Manager for Elf Oil Zaire and went on to hold a similar position in Senegal in 1997.

MR. JEAN-PHILIPPE TORRES

MR. WILFRIED KONDE

Thereafter in 1999 he was appointed General Manager of TotalFinaElf Gambia. In 2001, he was appointed Managing Director of TotalEnergies Togo and Total Benin and in 2004, Managing Director of Fina Congo. In 2007 he was appointed Strategy and M&A Senior Project Manager, Strategy & Development Division, TotalEnergies Marketing, Paris. In 2011 he was appointed General Manager Retail and Fuel Cards of TotalEnergies Germany. In 2014 Mr. Torres became the Executive Vice-President North & Central America of TotalEnergies Marketing & Services, Americas Division. He was appointed Managing Director of TotalEnergies Marketing Nigeria Plc in 2016, Vice President East & Central Africa TotalEnergies Marketing & Services in 2018, Executive Vice President Mediterranean & Indian Ocean TotalEnergies Marketing & Services in 2021 and in 2021 he was appointed Senior Vice President Africa Middle/East and a director of TotalEnergies Marketing Nigeria Plc. on the 25th of November, 2021. He is the Chairman of the Board.

Wilfried Konde is a senior executive with nearly three decades within the TotalEnergies Group, combining operational leadership with deep financial and governance expertise across Europe and Africa.

Wilfried held several high-impact executive positions, including from the most recent to the less recent ones: Senior Vice President Finance & General Affairs at TotalEnergies OneTech, and Vice President Finance & Corporate Affairs for Africa within TotalEnergies Marketing & Services. He also served as Secretary General of TotalEnergies Marketing France and previously as Executive Director Finance of Total Nigeria Plc, giving him a dual perspective at both corporate and country levels.

His career began in audit and internal control, notably with KPMG and Elf Oil Africa, before progressing through finance leadership roles in Uganda, Madagascar, Nigeria, and France. This trajectory has shaped his strong command of risk management, internal control, compliance, and corporate governance, combined with hands-on experience in complex, multicultural environments.

Wilfried is an ESSEC Executive Education graduate, where he completed an Executive Program in General Management, and holds advanced degrees in Management, and in Business Law from the University of Abidjan.

He was appointed Managing Director of TotalEnergies Marketing Nigeria Plc. effective 1st February 2026.

Wilfried is married with two children

Mrs. Bunmi Popoola-Mordi is a law graduate, member of the Nigerian Bar Association, Fellow of the Institute of Chartered Secretaries and Administrators holds several post graduate degrees in law and an MBA. Her career spans over legal practice, banking, human resources management, industrial relations, communication, corporate governance, public relations amongst others. She joined TotalEnergies Marketing Nigeria Plc in 2011 as Legal Affairs Manager / Company Secretary, was promoted General Manager Human Resources & Corporate Services in 2015 and appointed Executive General Manager Total Country Services in 2019. Mrs Popoola-Mordi was appointed Executive Director on the 1stApril, 2023.

MRS. BUNMI POPOOLA-MORDI

13

TOTALENERGIES MARKETING NIGERIA PLC

BOARD OF DIRECTORS PROFILE

Mr. Emmanuel Morand-Fehr is an Economics graduate of HEC Paris. He started his career in TotalEnergies as Finance and Corporate Affairs Director, TotalEnergies Cote d'Ivoire in 1999. He moved to TotalEnergies Kenya as Finance and Corporate Affairs Director in 2004, thereafter he was appointed as Head of Financial Controlling Department Africa Zone in 2007. Emmanuel was appointed Head of Governance and Assistance Filiales, Africa Zone in 2012 and in 2017 he was appointed Finance and Corporate Affairs Director, TotalEnergies Marketing Egypt which position he held until he joined TotalEnergies Marketing Nigeria Plc. Emmanuel was appointed a Executive Director of TotalEnergies Marketing Nigeria Plc on the 1st of September 2023

MR. EMMANUEL MORAND-FEHR

Ms. Tejiro Ibru obtained a Masters in Engineering and a Master of Finance from Imperial College, London and started her career with Deloitte & Touche Petroleum Services Group, London. In 2005, she joined Oceanic Bank International Plc as Head of the International Banking Group and later as Head of the Project Management Office. In 2010, she was appointed the Head of Corporate Services of Destiny Dredgers International Limited and in 2014 she joined Dorman Long Engineering Limited as Head of the Programme Management Office. From 2015 to 2017, she worked at Midwestern Oil and Gas Company Limited as a Corporate Finance Analyst. She is an Associate of the Royal School of Mines, Imperial College. She was appointed to the Board to the Board as a Non-Executive Director on the 27 of October, 2011.

MS. TEJIRO IBRU

Engr. Rufa'i Sirajo obtained a National Diploma in Electrical/Electronic Engineering from the Federal Polytechnic Mubi, Adamawa State, a Higher National Diploma in Electronics/Telecommunications Engineering from Kaduna Polytechnic, Kaduna State, a Post Graduate Diploma in Electrical Engineering from Bayero University, Kano and an MBA degree from the University of Calabar. He commenced his working career in 1986 as Engineering Superintendent (Electrical) at Geotechnical Services Limited from where he moved on to Northern Cables Processing and Manufacturing Company Limited as Quality Control Supervisor. He is currently the Managing Director/Chief Executive Officer of Afri-International Projects Consulting Limited. He is registered with The Council for the Regulation of Engineering in Nigeria (COREN); he is a Member of the Society of Engineers (MNSE) and is also a Member of the Solar Energy Association of Nigeria. He was appointed to the Board as a Non-Executive Director on the 28th of March, 2012.

ENGR. RUFA'I SIRAJO

14

TOTALENERGIES MARKETING NIGERIA PLC

BOARD OF DIRECTORS PROFILE

Prince Jefferson Nnamani is a graduate of Political Science and Administration with a Masters of Public Administration (MPA) from the University of Maiduguri, Borno State, Nigeria.

In his over 29 years career with Total Nigeria Plc, he served the Company in various capacities starting as a Sales Representative in Borno State, Industrial Sales Executive in Lagos, Senior Network Inspector, Lagos Region, Sales Executive, Eastern Region, Regional Manager North Central, Regional Manager, Lagos and Western Region, Territorial Sales Manager, West, General Manager, Sales and in 2011 he was appointed General Manager Strategy, a position he held until his appointment in 2015 as Executive Director, Strategy. He retired in December 2017. Jeff has also served on the Board of Nicon Insurance Corporation and the Governing Council, Yaba College of Technology. Jeff is a fellow of the Institute of Directors of Nigeria. He currently runs his private business. He was appointed to the Board as a Non-Executive Director with effect from 16th of December 2017.

Mr. Matthieu Got is a graduate of ESSEC Business School, Cergy, France. He started his career at TotalEnergies in 1998, as a Financial Controller in TOTALFINA Petroleum (S.E.A.), Singapore. After which, he took up the position of the Financial Control Manager for Marketing Asia, in TOTALFINAELF Raffinage Marketing in Paris.

In 2001, Matthieu left the TotalEnergies Group and joined Galana Distribution Petroliere S.A., (Madagascar) as the Chief Financial Officer. Thereafter, he moved on to join BNP Paribas S.A (Paris) where he served as the Relationship Manager in Commodity Structured Finance.

In 2006, Matthieu returned to the TotalEnergies Group as the Financial Engineering Manager, Corporate Finance Division, in Total S.A (Paris) thereafter he took the role of Investor Relations Manager, Corporate Finance Division Total S.A (Paris). Between 2013 and 2017, Mr. Got occupied the position of the Head of Long-Term Plan division, Refining & Chemicals, and the Senior Project Manager, Refining & Chemical in Total Raffinage Chimie (Paris). He then became the Chief Financial Officer of Hanwha Total Petrochemical, Seoul, Korea and the Vice President Performance Analysis and Financial Control, Refining & Chemicals in TotalEnergies Raffinage Chimie (Paris) from 2021 to 2024. Currently, Mr. Got is the Vice-President, Corporate Financial Operations for Refining & Chemicals, Marketing & Services, Trading & Shipping activities in Paris.

On the 19th of December 2024, Mr. Matthieu Got was appointed as a Non-Executive Director of TotalEnergies Marketing Nigeria Plc.

15

REPORT OF THE DIRECTORS

In accordance with the provisions of the Companies and Allied Matters Act (CAMA) 2020 the Directors present their Annual Report together with the Company's Audited Financial Statements for the year ended 31st December, 2025 which discloses the state of affairs of the Company.

1. PRINCIPAL ACTIVITIES

   The principal activities of the Company are marketing and distribution of refined petroleum products and lubricants.

2. LEGAL FORM

   TotalEnergies Marketing Nigeria Plc (formerly "Total Nigeria Plc") was incorporated as a private limited liability company in 1956 and was converted to a public limited liability company in 1978. Its shares are currently quoted on the Nigerian Exchange Limited.

   Under a scheme of arrangement concluded and sanctioned by the Federal High Court of Nigeria on the 11th of September 2001, the Company merged with Elf Oil Nigeria Limited and changed its name to "TotalFinaElf Nigeria Plc". In 2003, following the completion of its global corporate mergers, the TotalFinaElf Group worldwide reverted to its former name TOTAL, and the Company accordingly adopted the name TOTAL Nigeria Plc. Until 2013, 61.72% of the Company's ordinary shares were held by Total Societe Anonyme and Elf Aquitaine S.A. In 2013, following a group restructuring, Total Raffinage Marketing became the holder of the 61.72%equity stake in Total Nigeria Plc, while the remaining 38.28% was held by some members of the Nigerian public. At an extraordinary general meeting held in 2013, Total Raffinage Marketing resolved to change its corporate name to Total Marketing Services. In May 2021 the Parent Company, in line with its strategic ambition to involve into a broad-based energy company, changed its name to TotalEnergies Marketing SE. Consequently, in August 2021 Total Nigeria Plc changed its name to "TotalEnergies Marketing Nigeria Plc". The shareholding structure remains unchanged.

3. OPERATING RESULTS

   The following is a summary of the Company's operating results:

   	2025	2024
   	N'000	N'000
   Revenue	767,633,513	1,041,904,1222
   (Loss)/profit before taxation	(12,457,156)	42,255,875
   (Loss)/profit for the year	(13,853,132)	27,496,279
   Dividend	-	13,580,873

4. DIRECTORS

The directors who served during the year and to the date of this report are:

The names of the current Directors are listed on page 6. Their thumbnail pictures and brief profiles are also indicated on pages 14 to 16.

1. DIRECTORS TO RETIRE BY ROTATION

   In line with the provisions of Section 285 (1) and (2) of the Companies and Allied Matters Act, (CAMA) 2020, the Directors due for retirement by rotation at this Annual General Meeting are Mrs. O. Popoola-Mordi, Mr. E. Morand- Fehr and Ms. T. Ibru who, being eligible, offer themselves for re-election.

   Consequently, a resolution will be proposed at this Annual General Meeting for their re-election as Directors. Furthermore, in accordance with Article 94 of the Articles of Association of the Company, Mr. Wilfried Konde, having been appointed to the Board since the last Annual General Meeting, will be presented to shareholders for ratification of his appointment.

2. DIRECTORS' INTEREST IN SHARE CAPITAL

   As at 31stDecember 2025, the interests of each Director in the issued share capital of the company recorded in the register of Directors' shareholding, as notified by the Directors, in line with Section 301 of the Companies and Allied Matters Act, (CAMA), 2020, and in compliance with the listing requirements of the Nigerian Exchange Limited and the 2011 Securities and Exchange Commission Corporate Governance Code were as follows:

   Directors	31st December 2025 No. Of shares (Direct)	31st December 2025 No. of shares (Indirect)	31stDecember 2024 No. of shares (Direct)	31st December 2024 No. of shares (Indirect)
   Ms. T. Ibru	902,903	43,135	902,903	43,135
   Dr. J.E Nnamani	10,812	-	10,812	-

   Ms. Ibru is a shareholder of Mas Makay Limited which owns shares in TEMNPLC (0.01%)

3. DIRECTORS INTEREST IN CONTRACTS

   For the purpose of Section 303 of the Companies and Allied Matters Act (CAMA), 2020, none of the Directors has notified the Company of any direct or indirect interest in any contract or proposed contract with the Company within the current Financial year.

4. PROPERTY, PLANT AND EQUIPMENT

Movements in intangible assets and Property, Plant and Equipment during the year are shown in Notes 16 of the Financial Statements.

10 POST BALANCE SHEET EVENTS

As at 18thMarch, 2026 the Directors were not aware of any post balance sheet events that had not been adequately disclosed or provided for, and which could materially affect the financial position of the Company as at that date or the profit for the year then ended.

1. COMPANY'S DISTRIBUTORS

   The names of the Company's significant distributors are shown on pages 90 to 94.

2. SUPPLIERS

   Key suppliers of products and materials to the Company are:

   S/N	Vendor Name	S/N	Vendor Name
   1	PANAR LIMITED	15	S.A OLADITI & SONS NIG. LIMITED
   2	PACEGATE LIMITED	16	TSL YTS FLEET
   3	TOTALENERGIES MARKETING AFRIQUE	17	BONO ENERGY STORAGE TERMINAL
   4	DANGOTE PETROLEUM REFINERY	18	BELL POINT ENERGY
   5	POLY PRODUCTS NIGERIA PLC	19	T MARINDOT VENTURES NIG. LTD
   6	PETRICHOR BOX FACTORY LIMITED	20	WILLIS TOWERS WASTON NIG. LTD
   7	AVON CROWNCAPS & CONTAINERS LTD
   		21	DATA NETWORK INFRASTRUCTURES
   8	ASB INVESTMENT COMPANY LIMITED	22	TRANSPORT SERVICE LIMITED
   9	A&A GLOBAL LEASING SERVICES LT
   		23	EQUIPMENT HALL LIMITED
   10	HOGL ENERGY LIMITED	24	LIMON OIL & GAS LIMITED
   		25	BECKLEY CONSULTING LIMITED
   11	ACR SL	26	WAYNE (WEST AFRICA) LIMITED
   12	TOGAY VENTURES LIMITED	27	S.A. OLADITI & SONS NIG.LTD YT
   13 14	TRIPOD HAULAGING LIMITED TOTALENERGIES MARKETING SERVICES
   		28	MITMOH INTEGRATED SERVICES
   		29	NIPCO

   
   
   

3. INTER-COMPANY TRANSFERS AND TECHNICAL MANAGEMENT AGREEMENTS

   The Company is a party to a subsisting agreement in respect of License, Marketing know-how and Training. This agreement is between the Company and TotalEnergies Raffinage Marketing and TotalEnergies Outré Mer.

   The terms of the agreements include:

   1. Provision of assistance and advice on the general organization and management of the Company.

   2. Provision of suitable expatriate personnel for employment as required and at the request of the Company.

   3. Provision of overseas training and retraining for Nigerian employees to enable them assume positions of higher responsibility within the Company.

   4. Product research development assistance.

   5. Constructions, engineering and design assistance, provision of accounting and operations computer software, sample analysis and control.

   6. Technical assistance for inventory control, product storage and handling procedures; aviation services assistance and provision of operational manual to ensure compliance with international standards.

   7. Payment of technical assistance and management fees.

4. ACQUISITION OF OWN SHARES

   The Directors affirm that the Company did not purchase its own shares during the year. The employees of the Company are participants in the TotalEnergies Employees' shareholding plan. TotalEnergies Marketing Nigeria Plc finances the purchases made by Staff and this is repayable over a number of years.

5. DONATIONS

   In 2025, TotalEnergies Marketing Nigeria Plc expended ₦74.056 million on diverse social and charitable programs and initiatives in our communities. The breakdown is as follows:

   	DONATIONS	AMOUNT (₦)
   1	SOS villages Annual Corporate Sponsorship & donations	25,791,773
   2	Youth Skills Acquisition Program (SAP)	33,131,200
   3	World Environmental Day initiative	2,988,000
   4	Koko Scholarship Scheme	1,738,900
   5	Sustainability Event Sponsorships	7,603,801
   6	Partnership Consultative Committee Stakeholders Engagement	1,681,968
   7	Federal Road Safety Commission Children's Day Celebration	1,120,790
   	TOTAL	74,056,432

   In accordance with the provisions of Section 43 (2) of the Companies and Allied Matters Act (CAMA) 2020 and relevant Company policies no donations were made to any political parties. Extensive information on our societal actions can be found in our sustainability report https://www.service.totalenergies.ng

6. EMPLOYMENT AND EMPLOYEES

   We have created and are sustaining an atmosphere of diversity and inclusion in TotalEnergies Marketing Nigeria Plc. Safety, Equity, Equality of opportunity, Diversity and Inclusion are a part of our Company's identity.

   1. Health, Safety, Environment and Quality Policy

      TotalEnergies Marketing Nigeria Plc remains firmly committed to its core values and continues to demonstrate strong safety leadership by upholding the highest safety standards across all operations nationwide.

      Through various initiatives and investments in renewable Electricity Generation, the Company has continued to reduce its greenhouse gas (GHG) emissions. The Company also used the MAESTRO LOG Audit improvement plan as a springboard to improve our competence and capacity for managing Major Risk associated with some of our activities particularly in White Products Depots. These are reflected in the resources allotted to training of our staff and upgrade of our facilities. To further reinforce the Company's safety culture, the number of Top management visits to our operational sites increased, creating more opportunities for direct engagement with field Operators and strengthening safety awareness across the business. We also recorded a reduction in burglary incidents and associated losses in our service stations compared to the previous year, owing to improved collaboration with stakeholders and the deployment of technology-based deterrent measures.

   2. Equal opportunities, Diversity and Inclusion

      TotalEnergies Marketing Nigeria Plc provides all employees with equal opportunities and the required resources to develop both professionally and personally to their full capacities and potentials. We remain committed to promoting diversity and inclusion by fostering an open, supportive and inclusive corporate culture in which all genders can thrive.

      As an equal opportunity employer, TotalEnergies Marketing Nigeria Plc does not discriminate on any grounds. We shall continue to work towards an institution free from discrimination and based upon the values of dignity and respect. Respect for others is central to our organizational value and is one of our core values. This includes active listening, mutual consideration and strict adherence to human rights principles both within the Company and across our partnerships.

      Our employment policy is free of discrimination against existing or prospective employees on the basis of race, ethnicity, nationality, gender, age, disability, political opinion, competencies, background or faith. We also maintain a strict non-discrimination policy regarding persons with physical disabilities and individuals living with HIV/AIDS. TotalEnergies Marketing Nigeria Plc continues to uphold its commitment to equal opportunity in recruitment and ongoing employment. We provide career opportunities to persons with physical disabilities and ensure that our work environment is accessible, inclusive and conducive to their success.

   3. Employees Welfare, Development, Training and Engagement

      Transforming with our people is a basic component of our ambition to become the responsible energy major

      TotalEnergies

      and a world class player in the energy transition. The Company takes the safety of everyone and respect for Human Rights throughout the value chain as paramount and nonnegotiable. As a responsible employer, the wellbeing of our people is key and fundamental to our sustainability. We promote the professional development of our staff through upscaling and reskilling, promote the manager coach and building a good place to work.

      We have in place a robust system that ensures social protection for our staff: Bi-annual Medical check-up, Parental leave applied equally to biological and adoptive families, Pension, health and life insurance plans, amongst others. We are the energy company of choice.

7. MAJOR SHAREHOLDINGS.

   1. The issued and fully paid shares of 50 kobo each of the Company as at 31st December, 2025 were beneficially held as follows:

      Shareholding

Other Shareholders

61.72%

38.28%

1. No shareholder, except as disclosed above, held more than 5% of the issued capital as at 31'`December, 2025 and as at 18thMarch, 2026.

2. Range analysis of ordinary shareholdings

1. INTERNAL FINANCIAL CONTROLS TotalEnergies

   As a responsible Company, TotalEnergies Marketing Nigeria Plc recognizes that effective financial controls are fundamental to sound management. Accordingly, the Company has taken reasonable measures to establish and maintain a robust framework of financial controls designed to safeguard its assets and ensure the integrity of its operations. Additionally, proper accounting records are maintained to provide accurate and reliable financial information.

   Comprehensive guidelines exist for all aspects of internal controls, including operational and compliance controls as well as risk management processes. Om line with regulatory requirements and international best practices, the Board and Management remain committed to continuous review and enhancement of the Company's internal control systems, updating them as may be necessary to ensure their continues effectiveness and adequacy.

2. AUDITOR

PricewaterhouseCoopers (PwC) acted as the Company's Independent Auditor during the year under review. PricewaterhouseCoopers ("PwC") has indicated its willingness to continue in office as Independence Auditor in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the next Annual General Meeting authorizing the directors to fix the remuneration of the auditors.

BY ORDER OF THE BOARD

Mark N. Mannok

FRC/2024/PRO/NBA/002/552036

Company Secretary

LAGOS, NIGERIA

18thof March, 2026

TotalEnergies

In accordance with the provisions of Sections 405 of the Companies and Allied Matters Act (CAMA) 2020, we have reviewed the Audited financial statements for the year ended 31st December, 2025 and based on our knowledge confirm as follows:

The audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading in light of the circumstances under which the statement was made;

- The audited financial statements and all other financial information included in the statements fairly present in all material respects, the financial condition and results of operation of the Company as of the period ended 31st December, 2025;

The Company's internal controls have been designed to ensure that all material information relating to the Company is received and provided to the auditors in the course of the audit;

The Company's internal controls were evaluated within 90 days of the financial reporting date and are effective as at 31st December, 2025;

That we have disclosed to the Company's Auditors and the Statutory Audit Committee the following information:

1. That there are no significant deficiencies in the design or operation of the Company's internal control which could adversely affect the Company's ability to record, process, summarise and report financial data and have discussed with the auditors any weaknesses in internal controls observed in the course of the audit

2. There is no fraud involving management which could have any significant effect on the Company's internal control.

3. There is no significant change in internal controls or in other factors that could significantly affect internal controls subsequent to the date of this audit, including any corrective actions with regard to any observed deficiencies and material weaknesses.

Mrs. OLUBUNMI POPOOLA-MORDI

FRC/2013/ICSAN/00000002024

Executive Director 18th March, 2026

Mr. WILFRIED KONDE

FRC/2013/IODN/00000002084

Managing Director 18th March, 2026

TotalEnergies

TotalEnergies Marketing Nigeria Plc is committed to maintaining and upholding the highest standard of corporate governance in all its activities, taking into account the legitimate interest of all its stakeholders. We have always adopted a responsible attitude towards corporate governance and issues of Corporate Social Responsibility in Nigeria. In recognition of good Corporate Governance being a key driver of corporate accountability and business prosperity, the Board of Directors ("the Board") continually reviews its corporate governance standards and procedures in line with evolving regulations, legislation and international best practices.

This commitment is visibly seen in its sustained drive to institutionalize practices, policies and structures which accentuate the very essence of good corporate governance and best practices in its functions and across the entire Company.

In furtherance of implementing the best corporate governance standards, the Board is guided by the Companies and Allied Matters Act 2020, the Rule Book of the Nigerian Exchange for the time being in force, the Investment and Securities Act 2007, the Securities and Exchange Commission (SEC) Rules for the time being in force, the Nigerian Code of Corporate Governance 2018, the Securities and Exchange Commission (SEC) Corporate Governance Guideline 2021, the Memorandum and Articles of Association of TotalEnergies Marketing Nigeria Plc., the Board Charter, and the TotalEnergies Code of conduct and integrity guide amongst others.

THE BOARD OF DIRECTORS

The Board of Directors currently comprises of the Chairman, the Managing Director/CEO, 2 (two) Executive Directors as well as 4 (four) Non-Executive Directors. The roles of Chairman and the Managing Director are held by separate individuals. In accordance with the provisions of the Company's Articles of Association, the Board is mandated to manage the business and affairs of the Company except as required by statute or to be exercised by the Company in the general meeting. The Directors of TotalEnergies Marketing Nigeria Plc possess diverse skill sets, are, knowledgeable about the Company's business, and are established leaders across various fields of endeavour, bringing a wealth of experience to the activities of the Board. The Board ensures that its governance standards, practices and processes are adequate and effective. The Board's operations are guided by a Charter.

Roles and Responsibilities of the Board of Directors

The Board is responsible for ensuring that the Company is properly managed and meets its strategic objectives. The Board provides both entrepreneurial and strategic leadership. In carrying out their duties, the Directors act in good faith and apply due diligence and care to protect the best interest of the Company. The Board, in discharging its duties, adopts best international practice principles in line with laid down regulations.

The key responsibilities of the Board include:

1. Management of the business and affairs of the Company except as required by statute or the Articles of Association;

2. Articulation and formation of Strategy;

3. Formulation of policies and overseeing the management and conduct of the Company's business;

4. Formulation and management of risk management framework for the Company;

5. Succession planning and the appointment, training, remuneration and replacement of Board members and Executive Committee members;

6. Valuation of the Company's activities to enable the Company to meet its obligations to its stakeholders.

7. Overseeing the effectiveness and adequacy of internal control systems of the Company;

8. Performance monitoring and appraisal of the Company;

9. Overseeing the maintenance of the Company's communication and information dissemination policy;

10. Serving the legitimate interests of the shareholders and the Company and accounting to them fully;

11. Ensuring effective communication with stakeholders;

12. Reviewing and approving annual budgets;

13. Ensuring the integrity of financial reports;

14. Promoting and ensuring that ethical standards are maintained;

15. Ensuring that the human and financial resources of the Company are effectively deployed towards achieving her goals;

16. Ensuring that no one person or group of persons has unfettered power and that there is an appropriate balance of power and authority on the Board which is usually reflected by separating the roles of the Managing Director/Chief Executive Officer (MD/CEO) and Chair and by having a balance between Executive and Non-Executive Directors;

17. Regularly assessing its performance and effectiveness as a whole and that of the individual Directors, including the MD/CEO;

18. Appointment of the MD/CEO;

19. Approving the Company's interim dividend and proposing dividends to be finally approved by the shareholders at the annual general meeting; and

20. Deciding and approving the expenditure and authorising, investment and credit limits to be delegated.

Board Appointment, Induction and Training

Once a vacancy on the Board of Directors is declared, curricula vitae of suitable candidates (depending on the required experience, competencies and skills set) are obtained and reviewed; interviews are conducted and a recommendation is made to the Board. . Appointment is by the Board of Directors. Subsequently, Directors appointed by the Board are presented to shareholders at the next Annual General Meeting for election. Board members undergo induction and training from time to time. To ensure effective management of the Company, Directors attend relevant seminars and conferences designed to acquaint them with new trends in governance and organizational development as well as empower them for their roles.

Board Evaluation

The Board conducted a formal evaluation of its performance for the year ended 31st December 2024 considering all relevant codes on corporate governance and best international practices. All action points from the evaluation report were addressed within the financial year ended 31st December 2025.

Re- election of Directors

As prescribed by the Company's Articles of Association and Section 285 of the Companies and Allied Matters Act, 2020, a maximum of one-third of the Directors who are longest in office since their last appointment are required to retire by rotation and are eligible for re-election. Mrs. O. Popoola-Mordi, Mr. E. Morand- Fehr and Ms. T. Ibru are the Directors seeking re-election at this Annual General Meeting. Their biographical details are contained on Pages 14 to 16 of this Annual Report and Accounts. Furthermore, Directors appointed since the last Annual General Meeting retire and being eligible, offer themselves for re-election. Mr. Wilfried Konde was appointed since the last Annual General Meeting. His biographical details are contained on Page 14 of this Annual Report and Accounts.

Code of business conduct and ethics

The Board is committed to conducting all its activities, legally, ethically and in accordance with the highest standards of integrity and propriety. The Board exercises leadership, enterprise, integrity and judgment in directing the Company in order to achieve continuing sustainability and prosperity for the Company.

The Board promotes ethical corporate culture. Every Director and employee subscribes to, and comply with the Company's Business Integrity Guide and Code of Conduct which covers TotalEnergies' business principles and ethics annually. TotalEnergies Marketing Nigeria Plc is committed to maintaining a brand of esteem repute and trusted business reputation.

Attendance at Board Meetings

The Board met 4 (four) times during the 2025 financial year. Attendance at Board Meetings during the year ended 31st December 2025 is as indicated below:

Attendance Keys: A= Absent with apology, P= Present, R= Resigned, N = Not Applicable

Board Committees

In line with its Articles of Association, the Companies and Allied Matters Act, 2020 and in conformity with the Securities and Exchange Commission's 2011 Corporate Governance Code and the Nigerian Code of Corporate Governance 2018, the Board has established some committees. These committees assist the Board to effectively perform its guidance and oversight functions. All committees have Terms of Reference as well as Charters which guide them in carrying out of their responsibilities. TotalEnergies Marketing Nigeria Plc currently has three (3) Board committees namely: Diversity and Staff Development Committee, Corporate Governance Committee and Risk Management Committee. The Company also has a Statutory Audit Committee made up of three (3) shareholders and two (2) directors. In the opinion of the Board, the Committees performed commendably during the year under review.

1. Diversity and Staff Development Committee:

   The Company recognizes diversity as a decisive factor for its competitiveness, attractiveness and ability to adapt. This Committee is charged with the responsibility of studying diversity patterns in the workforce and developing ideas and solutions to ensure and promote a balanced and productive human resource base for the Company. The Committee also recommends methods for building and developing employee potential in line with the Company's policy and International Best Practices. The Committee also has oversight of the welfare of employees and labour related matters. The members of the Diversity and Staff Development Committee were:

   • Ms. T. Ibru;

   • Engr. R. Sirajo; and

   • Dr. J.E Nnamani

     TotalEnergies

     Attendance at the meetings of the Committee during the year ended 31stDecember, 2025 was as indicated below:

     Director	13th February	22nd May	10th July	Total Attendance
     Ms. T. Ibru (Chair)	P	P	P	3
     Engr. A.R. Sirajo	P	P	P	3
     Dr. J. Nnamani	P	P	P	3

     Attendance Keys: P= Present N = Not Applicable

2. Corporate Governance Committee:

   This Committee is tasked with the responsibility of applying the Code of Corporate Governance to the structure and operations of the Company, with a view to ensuring compliance with internationally accepted guidelines, practices and norms of corporate conduct. Accordingly, the Committee examines matters that pose potential risks to the Corporate Governance structure of the Company. The members of the committee were:

   • Ms. T. Ibru;

   • Engr. A.R Sirajo; and

   • Dr. J.E Nnamani

     Attendance at the meeting of the Committee during the year ended 31st December 2025 was as indicated below:

     Director	13th February	22nd May	10th July	Total Attendance
     Engr. A.R.Sirajo (Chair)	P	P	P	3
     Ms. T. Ibru	P	P	P	3
     Dr. J. Nnamani	P	P	P	3

     Attendance Keys: A= Absent with apology, P= Present

3. Risk Management Committee:

   The Committee is tasked with the responsibility of establishing policies, standards and guidelines for risk management and compliance with legal and regulatory requirements of the Company. The members of the committee were:

   • Dr. J.E Nnamani;

   • Engr. A.R Sirajo; and

   • Mr. Sebastian Bariller

     Attendance at the meeting of the Committee during the year ended 31st December 2025 was as indicated below:

     Director	13th February	22nd May	10th July	Total Attendance
     Dr. J. E Nnamani (Chair)	P	P	P	3
     Engr. A.R. Sirajo	P	P	P	3
     Mr. Sebastian Bariller	P	P	P	3

     Attendance Keys: P= Present, A= Absent with apology

4. Statutory Audit Committee:

In compliance with Section 404(2) of the Companies and Allied Matters Act, (CAMA) 2020 the Company has established a Statutory Audit Committee. It is chaired by a shareholder representative. The Terms of Reference of the Committee are as prescribed in the provisions of Section 404(7) of the Companies and Allied Matters Act (CAMA) 2020 and the Statutory Audit Committee Charter.

In the performance of their duties, members of the committee have direct access to the internal audit department, the external auditors, management and any other officer that is required. In compliance with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA), 2020 the following members and Directors were elected and will serve on the committee up to the conclusion of the 48thAnnual General Meeting:

Mr. K.A. Taiwo - Shareholder (Chairman) Chief T.A. Adesiyan - Shareholder

Mr. C. Achara - Shareholder Ms. T. Ibru - Director Engr. R. Sirajo - Director

In accordance with Section 404 of the Companies and Allied Matters Act (CAMA), 2020 the Shareholders and Directors listed below sat on the Audit Committee for the purpose of the Company's year 2025 audit. Attendance at meetings of the Committee was as indicated below:

Attendance Keys: P= Present

COMPLIANCE STATEMENT

Corporate compliance is an essential part of the Company's operations as it lays out expectations for employee behaviour, helps staff stay focused on organization's broader goals, ensures the company and employees follow applicable laws, regulations and ethical practices and fosters a workplace culture that values integrity and ethical conduct. We have a formal system in place to create awareness, monitor, train and support employees and directors to uphold policies and procedures. In 2025, 27 tone at top messages were sent to all staff by the leadership team highlighting the importance of compliance related topics and how same should be applied in their day-to-day activities. We conduct due diligence exercise on partners, customers, contractors and other stakeholders where necessary to ensure the Company does not engage with stakeholders who have been confirmed to be involved in fraudulent practices or unethical activities. We also conduct an annual conflict of interest declaration exercise and observed the business ethics day on the 10th of December, 2025.

The Company has complied with the requirements of the Securities and Exchange Commission's 2011 Code of Corporate Governance for Public Companies in Nigeria, the Nigerian Code of Corporate Governance 2018 and the Post-listing Requirements of the NGX Regulation.

TotalEnergies Marketing Nigeria Plc has complied with regulations guiding its operations and activities throughout the year. In addition, the Company ensures that its existence and operations remain within the ambit of applicable laws. We are committed to the continued sustenance of the principles of sound corporate governance.

SHARE TRADING POLICY

The Company has in place a Securities Trading Policy which guides all directors, employees and counterparts who may at any time possess inside or material information about the Company. The said policy, a copy of which is available on the Company's website, aligns with the Post-listing Requirements of the NGX Regulation, the Investment and Securities Act 2007 and the Companies and Allied Matters Act (CAMA), 2020. To ensure compliance, the Policy and Closed Periods are communicated periodically.

The Company was not notified of any contravention to its Securities Trading Policy by its directors, employees and counterparts during the period under review.

COMPLAINTS MANAGEMENT POLICY

In accordance with the rules of the Securities and Exchange Commission relating to the Complaints Management Framework of the Nigerian Capital Market ("SEC Rules") 2019, we have a section dedicated to receiving complaints on our website. Accordingly, shareholders who have complaints may use the electronic complaints register available on the Company's website to register their complaints. Also, TotalEnergies Marketing Nigeria Plc can be contacted via its various social media handles/channels. These various communication platforms enable the Company to handle complaints from shareholders and other stakeholders in a timely, effective, fair and consistent manner.

WHISTLE-BLOWING POLICY

The Company is committed to conducting its affairs ethically and responsibly. Accordingly, in line with the requirements of the Securities and Exchange Commission's 2011 Code of Corporate Governance and global best practices, the Company has in place a Whistle-Blowing Policy which documents the process whereby the illegal, unethical or inappropriate actions of employees, partners and agents, that are injurious to the interest of the Company can be reported. The Company's whistle-blowing hotline is confidentially managed by Messrs. KPMG Professional Services.

The whistle-blowing mechanism at TotalEnergies Marketing Nigeria Plc is reliable, accessible and guarantees anonymity, confidentiality and protection of the whistleblower.

CORRUPTION

TotalEnergies Marketing Nigeria Plc is an ethical business organization. In all our dealings, we are committed to upholding the highest standards of integrity and ethical conduct. We do not tolerate bribery and corruption in any form. We actively promote transparency, encourage and monitor strict adherence to our anti-corruption policy. Not only is our anti-corruption policy entrenched in-house (as our staff are trained and uptrained), but we have also extended the same to our suppliers, partners and third-parties acting for and on behalf of TotalEnergies Marketing Nigeria Plc. Periodic tone at top messages were sent to all staff by members of the Executive Committee during the period under review. Compliance with our codes of business conduct, ethics and integrity guidelines is mandatory and monitored at the highest level of the organization. Our stance remains a policy of zero tolerance for corruption.

Demonstrating high ethical standards has today become a business imperative and is a vital criterion in achieving our ambition to become the responsible energy major. The Company has developed a robust compliance plan, which involves knowing who you are doing business with, continuously analyzing the risks associated with every transaction, monitoring, making our expectations clear to our partners and suppliers and demanding them to cascade same to their stakeholders. Our staff and stakeholders are encouraged to approach issues with individual and collective vigilance. In the course of the year, several programmes and activities were held on ethics; these culminated in the

Company commemorating the TotalEnergies Business Ethics Day on the 10th of December, 2025 with the theme - "Code of Conduct, 25 years of shared values!".

ANTI-COMPETITON

We recognize that competition is an instrument of promoting growth and sustainable development. We are at the forefront of fostering competition in the downstream sector of the oil and gas industry as we actively abide by the rules and legislation and ensure that we do not engage in anti-competitive activities.

DATA PROTECTION

The Company has put in place mechanisms to ensure that the collection, use, storage processing and transfer of personal data from customers, suppliers, stakeholders as well as employees of the Company comply with the requirements of all relevant data protection laws and regulations, including the Nigeria Data Protection Act ("NDPA") 2023 .The Company is committed to ensuring full compliance with the NDPA and has deployed requisite resources towards achieving this.

INTERNATIONAL ECONOMIC SANCTIONS AND EXPORT CONTROLS

TotalEnergies Marketing Nigeria Plc is committed to ensuring compliance with relevant Sanctions Regulations and Export Controls by its directors, employees, customers, suppliers and stakeholders. Consequently, the Company has in place effective mechanisms to monitor and enforce adherence to the Sanctions Regulations and Export Controls as applicable.

ROLE IN SOCIETY

TotalEnergies Marketing Nigeria Plc stands out as a significant entity in the downstream segment of the oil and gas sector, playing a vital role within Nigerian society as an employer, supplier, customer, partner, and taxpayer.

As a socially responsible organisation, TEMNPLC adopts a stakeholder relationship management model, actively consulting with stakeholders and maintaining a policy that both guides and governs its interactions within the operational landscape. TotalEnergies facilitates stakeholder forums across all its sites, where collaborative decisions are made regarding project execution and joint monitoring.

Our Corporate Social Responsibility (CSR) initiatives are carried out in an environment characterised by respect, attentive listening, ongoing dialogue, and transparency, always tailored to the specific needs of our stakeholders.

In 2025, TotalEnergies Marketing Nigeria Plc conducted its community-oriented activities in line with the Company's CSR strategy, prioritising support for the Sustainable Development Goals, stakeholder engagement, negative impact management, and the socio-economic advancement of its communities.

In 2025, TEMNPLC implemented several significant corporate social responsibility initiatives which includes:

The SOS Annual Sponsorship and Mentor-a-Child Program:TotalEnergies Marketing Nigeria Plc maintains its commitment to supporting children in SOS Children's Villages Nigeria through its annual sponsorship initiative. The company provides support to four family houses within these villages, complemented by the Mentor-a-Child Program, which engages company employees in mentorship activities. In 2025, alongside family sponsorships, TotalEnergies donated food items to each of the four villages and provided seasonal gifts to children in the sponsored houses. Employees actively participated in creative activities with the children at all locations, including craft projects such as greeting cards and Christmas tree and games. The SOS sponsorship is designed to offer sustainable and secure educational opportunities for children sponsored by TotalEnergies at SOS Children's Villages Nigeria.

The Koko Youth Entrepreneurship Programinitiative is designed as a youth skills development and economic empowerment program implemented through a one-year paid vocational training. Since 2006, TEMNPlc has supported the local economy of Koko in Delta State by annually training young people from the community in their chosen vocations-such as catering, fish farming, welding, fashion, hair and makeup artistry, and furniture making-and helping them establish small and medium-sized businesses. The program not only benefits the Koko community but also positively influences the entire region. This is achieved by involving local trainers and encouraging graduates to mentor new interns, creating a sustainable model that continuously uplifts the communities.

Green Initiative on Climate and Environmental Preservation:

In 2025, TEMNPLC commenced the second phase of its Green Initiative Program, in alignment with SDG 12, "Responsible Consumption and Production," with a particular emphasis on recycling. This initiative seeks to enhance awareness and educate the student community regarding environmental protection and the advancement of sustainable practices. The program was implemented across four schools, directly engaging 200 students and their teachers. Additionally, two service stations located near these schools, as well as company employees, participated in the project. To foster a culture of recycling and support sustainable behaviors, an interschool recycling challenge was conducted, and TEMNPLC donated large recycling bins to each participating school, thereby reinforcing the commitment to sustainability and environmental responsibility.

World Environmental Day initiative:

The 2025 World Environment Day, celebrated globally on 5th June, saw a concerted push towards environmental sustainability with the TEMPLC initiative "Plant a Tree, grow a legacy" initiative. This campaign encouraged staff to make a difference by planting a tree in a location of their choice - alone, with colleagues, friends or family and share their experience in a dedicated platform. Over 250 staff actively participated with colleagues, friends and family. Participants are urged to commit to nurturing their trees, ensuring long-term environmental impact. The initiative aims not only to increase green cover but also to raise awareness about the critical role trees play in sustaining ecological balance and addressing pressing environmental challenges.

Koko Scholarship Scheme:As part of its ongoing commitment to education, TEMNPLC awarded scholarships to indigent secondary school students in Koko, one of its host communities. This sustainable educational initiative, established in 2011, supports academic advancement within the host community and is consistent with the company's Foundation's corporate social responsibility pillars of education and inclusion.

We continue to partner with organisations focused on youth initiatives, educational programs, local economic empowerment, and environmental sustainability. Details regarding our social responsibility efforts are available in our sustainability report at https://www.services.totalenergies.ng.

RELATIONSHIP WITH SHAREHOLDERS

The Board places high importance on effective communication with the Company's Shareholders . The Board is also committed to continuous engagement with its shareholders and ensures that shareholder rights are well protected. Transparency and equitable treatment for all our shareholders are the principles that guide our actions. We make sure that you are regularly informed. Accordingly, the Company reports formally throughout the year with the quarterly and full year results announcements, Sustainability and Annual Reports. Through these reports the Board renders an account of its stewardship to shareholders. From time to time the Company also makes other announcements which can be found on our website (https://www.services.totalenergies.ng) and the Nigerian Exchange Limited's website https://ngxgroup.com/

We can also be contacted on social media via:

X Twitter (https://www.x.com/TotalEnergiesNg)

0 Facebook (www.facebook.com/TotalEnergiesNigeria) YouTube (www.youtube.com/TotalEnergiesNigeria) Instagram (www.intagram.com/TotalEnergies NG)

In addition to this, periodically, the Management of the Company holds meetings with institutional investors and other Shareholders. In 2025, we maintained active dialogue with our shareholders using digital channels.

The Board also welcomes the participation of all Shareholders at the Annual General Meetings during which, Shareholders are permitted to put questions to the Directors, Audit Committee and Senior Managers in writing prior to the meeting, formally during the meeting and informally after the meeting. The Annual General Meeting is a key moment of democracy and shareholder dialogue.

Our records show that several dividends and share certificates remain unclaimed despite publications in the newspapers to our shareholders and the circulation of the e-dividend forms. Affected shareholders are urged to kindly update their records to enable the Registrars to complete the e-dividend process. The e-dividend form is attached to this annual report for your necessary and urgent attention.

TotalEnergies

In accordance with the provisions of Sections 385 of the Companies and Allied Matters Act (CAMA) 2020, the Company's Directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the Company for the year ended 31st December, 2025 and its results for that year. This responsibility includes ensuring that:

• Proper accounting records are maintained;

• Appropriate internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities;

• Applicable accounting standards are followed;

• Suitable accounting policies and standards are adopted and consistently applied;

• Judgments and estimates made are reasonable and prudent; and

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

The Directors accept responsibility for these financial statements which have been prepared using the appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with the International Financial Reporting Standards and in the manner required by the Financial Reporting Council of Nigeria Act No. 6, 2011 and the Companies and Allied Matters Act (CAMA) 2020.

The Directors are of the opinion that these financial statements give a true and fair view of the state of affairs of the Company as at the end of the financial year and its results for that year. The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act (CAMA) 2020 and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatements whether due to fraud or error.

The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe that the Company will not remain a going concern for 12 (twelve) months from the date of this statement.

Mrs. OLUBUNMI POPOOLA-MORDI

FRC/2013/ICSAN/00000002024

Executive Director 18th March, 2026

MR. WILFRIED KONDE

FRC/2013/IODN/00000002084

Managing Director 18th March, 2026

TotalEnergies

TOTALENERGIES MARKETING NIGERIA PLC

Annual Report and Financial Statements for the year ended 31stDecember 2025

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 60-63 of Investments a n d Securities Act 2007, we hereby make the following statements regarding the Internal Controls of TotalEnergies Marketing Nigeria Plc for the year ended 31stDecember 2025:

1. TotalEnergies Marketing Nigeria Plc's management is responsible for establishing and maintaining a system of internal control over financial reporting ("ICFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. TotalEnergies Marketing Nigeria Plc's management used the Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR;

3. TotalEnergies Marketing Nigeria Plc's management has assessed that the entity's ICFR as of the end of 31stDecember 2025 is effective.

4. TotalEnergies Marketing Nigeria Plc's external auditor Messrs PricewaterhouseCoopers that audited the financial statements, included in the annual report, has issued an attestation report on management's assessment of the entity's internal control over financial reporting. The attestation report of Messrs PricewaterhouseCoopers that audited its financial statements will be filed as part of TotalEnergies Marketing Nigeria Plc's annual report.

   
   
   

   Mrs. OLUBUNMI POPOOLA-MORDI

   FRC/2013/ICSAN/00000002024

   Executive Director 18thMarch, 2026

   MR. WILFRIED KONDE

   FRC/2013/IODN/00000002084

   Managing Director 18thMarch, 2026

   REPORT OF THE STATUTORY AUDIT COMMITTEE

   TotalEnergies

   In compliance with section 404 (7) of the Companies and Allied Matters Act (CAMA) 2020 we confirm that we have:-

   1. Reviewed the scope and planning of the audit requirements;

   2. Reviewed the External Auditors Management letter for the year ended 31st December, 2025 as well as the managements response thereon; and

   3. Ascertained that the accounting and reporting policies of the Company for the year ended 31st December, 2025 are in accordance with legal requirements and agreed ethical practices.

In our opinion, the internal control and internal audit functions are operating effectively and the scope and planning of the audit for the year ended 31st December, 2025 were adequate and Management's responses to the Auditors findings are satisfactory,

In addition the scope, planning and reporting of these Financial Statements is compliant with the requirements of the International Financial Reporting Standards as adopted by the Company.

Dated this 16th day of March, 2026

MEMBERS OF THE COMMITTEE

Mr. C. Achara

Chief T.A Adesiyan

Ms. T. Ibru

Engr. R. Sirajo

Mr. K. Taiwo

Chairman

FRC/2013/ICAN/00000002890

TotalEnergies

TOTALENERGIES MARKETING NIGERIA PLC

Annual Report and Financial Statements for the year ended 31stDecember 2025 Certification of management's assessment on internal control over financial reporting

To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of TotalEnergies Marketing Nigeria Plc for the year ended 31stDecember 2025.

Samson Enowan Eghwerehe (Head of Finance) and Wilfried Konde (Managing Director), certify that:

1. We have reviewed this management assessment on internal control over financial reporting of TotalEnergies Marketing Nigeria Plc

2. Based on our knowledge, this report does not contain any untrue statement of material facts or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of, and for, the periods presented in this report;

4. We:

   1. are responsible for establishing and maintaining internal controls;

   2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   4. have evaluated the effectiveness of the entity's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

5. We have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the audit committee of the entity's board of directors:

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

6. We have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

SAMSON ENOWAN EGHWEREHE

FRC/2018/ICAN/00000018952

Head of Finance 18thMarch, 2026

MR. WILFRIED KONDE

FRC/2013/IODN/00000002084

Managing Director 18thMarch, 2026

Independent auditor's report

To the Members of TotalEnergies Marketing Nigeria Plc

Report on the audit of the financial statements

Our opinion

In our opinion, TotalEnergies Marketing Nigeria Plc's ("the company's") financial statements give a true and fair view of the financial position of the company as at 31 December 2025, and of its financial performance and its cash flows for the year then ended in accordance with international financial reporting standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

What we have audited

TotalEnergies Marketing Nigeria Plc's financial statements comprise:

• the statement of financial position as at 31 December 2025;

• the statement of profit or loss and other comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include a summary of material accounting policies.

  Basis for opinion

  We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  Independence

  We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards), i.e. the IESBA Code issued by the International Ethics Standards Board for Accountants. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

  PricewaterhouseCoopers

  FF Millenium Towers, 13/14 Ligali Ayorinde Street, Victoria Island,

  Lagos, Nigeria

  https://www.pwc.com/ng

  
  
  

  Key audit matters

  Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  We have determined that there are no key audit matters to communicate in our report.

  Other information

  The directors are responsible for the other information. The other information comprises the Corporate Profile, Core Values, Mission Statement, Directors, Officers and Professional Advisers, Corporate Directory, Results at a Glance, Notice of Annual General Meeting, Chairman's Statement, Board of Directors' Profile, Report of the Directors', Statement of Corporate Responsibility, Corporate Governance Report, Statement of Director's Responsibilities, Management's annual assessment of, and report on TotalEnergies Marketing Nigeria Plc's Internal Control over Financial Reporting, Report of the Statutory Audit Committee, Certification of management's assessment on internal control over financial reporting, Statement of Value Added, Five Year Financial summary, Share Capital History, List of Major Distributors 2025, Proxy Form and E-dividend Mandate Activation Form but does not include the financial statements and our auditor's report thereon. which we obtained prior to the date of this auditor's report, and the other sections of the TotalEnergies Marketing Nigeria Plc's 2025 Annual Report, which are expected to be made available to us after that date.

  Our opinion on the financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

  In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

  Responsibilities of the directors and those charged with governance for the financial statements

  The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the requirements of the Companies and Allied Matters Act, the Financial Reporting Council of Nigeria (Amendment) Act,2023, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

  In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

  Those charged with governance are responsible for overseeing the company's financial reporting process.

  Auditor's responsibilities for the audit of the financial statements

  Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

  
  
  

  As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

The Companies and Allied Matters Act requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

2. the company has kept proper books of account, so far as appears from our examination of those books;

3. the company's statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of account and returns.

In accordance with the requirements of the Securities and Exchange Commission, we performed a limited assurance engagement and reported on management's assessment of TotalEnergies Marketing Nigeria Plc's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified opinion in our report dated 27 March 2026.

For: PricewaterhouseCoopers27 March 2026

Chartered Accountants Lagos, Nigeria

Engagement Partner: Cyril Azobu FRC/2013/PRO/ICAN/004/00000000648