total nigeria plctotal s.a. which holds 62% of total nigeria plc is a publicly-traded oil company...

TOTAL NIGERIA PLC

ANNUAL REPORT 2019

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Table of Contents Corporate Profile ................................................................................................................................................2 Mission Statement .............................................................................................................................................3 Directors, Officers and Professional Advisers ...............................................................................................4 Corporate Directory ...........................................................................................................................................5 Results at a Glance ............................................................................................................................................6 Notice of Annual General Meeting ...................................................................................................................7 Chairman’s Statement .......................................................................................................................................8

Board of Directors Profile ...............................................................................................................................11 Report of the Directors ....................................................................................................................................14

Corporate Governance Report.........................................................................................................................21 Statement of Directors Responsibilities ........................................................................................................28 Report of the Statutory Audit Committee .....................................................................................................29 Report of the Independent Auditors..............................................................................................................30 Statement of Financial Position.....................................................................................................................36 Statement of Profit or Loss and other Comprehensive Income..................................................................37 Statement of Changes in Equity.....................................................................................................................38 Statement of Cash Flows................................................................................................................................39 Notes to the Financial Statements.................................................................................................................40 Other National Disclosures.............................................................................................................................82 Share Capital History......................................................................................................................................85 List of Major Distributors................................................................................................................................86

CORPORATE PROFILE Total Nigeria Plc was incorporated in 1956 and was listed on the Nigerian Stock Exchange in 1979. Our first petrol station was commissioned at Herbert Macaulay Street, Yaba, Lagos in 1956. Today we have over 575 service stations and 3 lubricants blending plants. We operate 5 aviation storage facilities and have other facilities spread across the country. We are a market leader, reference point and pacesetter in the downstream sector of the Nigerian oil and gas industry. Total S.A. which holds 62% of Total Nigeria Plc is a publicly-traded oil company with businesses in exploration and production, refining, marketing, trading and more recently, solar. It is also a major player in the chemicals sector. Total S.A.’s oil and gas production of more than two million barrels of oil equivalent per day is underpinned by proven reserves of more than eleven billion barrels of oil equivalent and a portfolio of geographically diversified assets that is among the fastest growing in the industry. As Europe’s leading refiner and marketer, the Total Group directly operates six refineries; its retail network comprises over 16,000 service stations mainly in Europe and Africa which distribute motor fuels, lubricants and LPG under the internationally recognized TOTAL brand.

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TOTAL NIGERIA PLC RC 1396

Mission Statement We are in business to ensure total customer satisfaction 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 acknowledgement of them 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.

Imrane Barry Managing Director

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST DECEMBER, 2019

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TOTAL NIGERIA PLC COMPANY REGISTRATION NO. 1396

DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS* DIRECTORS Mr. S. Mittelman - Chairman (French) Mr. I. Barry - Managing Director (Guinean) Mrs. L. Baxter-Green - Executive Director (British) Chief F. Majekodunmi - Non Executive Director Ms. T. Ibru - Non Executive Director Engr. A.R. Sirajo - Non Executive Director Prince (Dr.) J. Nnamani - Non Executive Director Mr. A. Adotevi - Non Executive Director (Dutch) Mrs. L. Badaire - Non Executive Director (French)

COMPANY SECRETARY & EXECUTIVE GENERAL MANAGER TOTAL COUNTRY SERVICES O. A. Popoola-Mordi REGISTERED OFFICE Total House 4 Churchgate Street, Victoria Island, Lagos. Telephone No. 01 4617041-2 REGISTRAR CardinalStone Registrars Limited 358 Herbert Macaulay Way, Yaba, Lagos. Telephone No. 01 7120090, 01 7924462 AUDITOR KPMG Professional Services KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos. Nigeria Telephone No. 01 2718955 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 Union Bank Plc United Bank for Africa Plc Wema Bank Plc Zenith Bank Plc


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CORPORATE DIRECTORY

HEAD-OFFICE

TOTAL HOUSE AIR TOTAL 4, Churchgate Street, IKEJA Victoria Island, Lagos. JUHI P.M.B 2143, Lagos ABUJA Tel: 08113624144 Tel: 01 4631681-4 01 4617041 – 2 TOTAL CARD: 01- 4617044 TERRITORIAL OFFICES

WESTERN EASTERN Total Nigeria Plc Total Nigeria Plc 6, Bonny Road, Apapa, Lagos. Plot 124, Trans-Amadi

Tel: 01- 4618913 Industrial Layout, Port-Harcourt. Tel: 01- 4619180 NORTHERN Total Nigeria Plc Total House,

Plot 247, Herbert Macaulay Way, Central Business District, Abuja. Tel: 01- 4618914 SALES AREA OFFICES ABUJA KANO Total Nigeria Plc Total Nigeria Plc. Total House 181, Airport Road, Plot 247, Herbert Macaulay Way. P.O.Box 21, Kano. Central Business District, Abuja Tel: 01- 4619183

Tel: 01- 4618914

BENIN LAGOS SOUTH

Total Nigeria Plc Total Nigeria Plc 8/10, Akpakpava Street 6, Bonny Road, Apapa, Lagos P.O.Box 20, Benin City. Tel: 01- 4618913 Tel: 01- 4619189 IBADAN LAGOS NORTH Total Nigeria Plc Total Nigeria Plc Mokola Roundabout 3, Steve Ajose Street P.O. Box 868, Ibadan Former SCOA Yard, Tel: 01- 4619188 Behind Elida Hotel, Kirikiri, Lagos Tel: 01- 4619182 KADUNA PORT HARCOURT Total Nigeria Plc Total Nigeria Plc 2, Kachia Road, NO. 25 Trans Amadi Industrial P.O.Box 1433, Kaduna Layout, (By Ordinance Road) Port Harcourt. Tel: 01- 4619180


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TOTAL NIGERIA PLC

RESULTS AT A GLANCE FOR THE YEAR ENDED 31 December 31 December

2019 2018 Change

₦'000 ₦'000 %

Revenue 292,177,202 307,987,896

(5)

Profit before taxation 3,070,510 12,098,463

(75)

Profit for the year 2,278,979 7,960,893

(71)

Share capital 169,761 169,761 -

Shareholders' funds 28,319,784 30,730,888

(8)

Total dividend 2,278,192 5,771,872 Interim dividend - paid - 1,018,566

Final dividend - proposed

2,278,192 4,753,306

Dividend declared

2,278,192 4,753,306

31 December 31 December

2019 2018 Change

PER SHARE DATA: %

Based on 339,521,837 ordinary shares of 50 kobo each:

Earnings per 50 kobo share (Naira) - basic 6.71 23.45

(71)

Dividend per 50 kobo share (Naira)1 6.71 17.00 (61)

Dividend cover (times) 1.00 1.38 (27)

Stock exchange quotation (Naira) 110.90 203.00

(45)

Number of staff 451 461

(2)

At the board of directors meeting of 13th May, 2020, a final dividend of ₦6.71 was proposed for the year ended 31st December, 2019 (2018 :₦17.00)


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TOTAL NIGERIA PLC NOTICE OF ANNUAL GENERAL MEETING

To be advised as soon as possible.

BY ORDER OF THE BOARD

OLUBUNMI POPOOLA-MORDI Company Secretary FRC/2013/ICSAN/00000002042 13th May, 2020 Registered Office TOTAL HOUSE 4 Churchgate Street, Victoria Island, Lagos, Nigeria.


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CHAIRMAN’S STATEMENT AT THE 42ND ANNUAL GENERAL MEETING OF TOTAL NIGERIA PLC INTRODUCTION Good morning distinguished shareholders, members of the Board of Directors of Total Nigeria Plc, esteemed customers, gentlemen of the press, invited guests, ladies and gentlemen. It is with great pleasure that I, on behalf of the Board of Directors of Total Nigeria Plc welcome you to the 42nd Annual General Meeting of your Company. During the course of this meeting, I shall present to you the Directors’ Report and Financial Statements for the year ended 31st December, 2019.

THE BOARD Since our last Annual General Meeting, there have been changes to the composition of the Board. Messrs. Bruno Dormoy and Olivier Hahn resigned from the Board as they took on new roles in the Total Group. We thank Messrs. Dormoy and Hahn for their contributions to the Board and Company. In August, 2019 Mrs. Lesley Baxter-Green was appointed Executive Director and Mrs. Lucile Badaire was appointed a Non Executive Director in May 2020. At this meeting, we shall be asking you to ratify their appointments. Please join me in wishing Madams Baxter-Green and Badaire a very successful tenure on the Board.

OUR ENVIRONMENT AND YOUR COMPANY’S PERFORMANCE 2019 was a difficult year for our nation and an extremely challenging year for your Company. Security is still very much a focus and a cause for concern in the country; Armed robberies and kidnapping were rife, attacks by Boko Haram and other insurgents have continued without significant reprieve and we had some robbery attacks on our stations. We have continued to take precautionary measures and trained our station staff on assault prevention management. Insecurity in Nigeria has resulted in significant losses, both in direct costs of conflict and peacebuilding. Towards the end of 2019 we had a spike in Lassa and yellow fever cases in Nigeria. This resulted in the Federal Government mandating yellow fever vaccination for all Nigerians. This report is for our activities in 2019 but it is impracticable at this time not to speak about the Coronavirus disease (COVID-19) and its far-reaching impact globally and on Nigeria. Across the world the menace of the COVID-19 pandemic commenced in Q4 2019 but did not officially reach our shores until 2020. The global economy floundered in 2019 as growth momentum slowed and investment prospects weakened. The World Bank revised its global growth forecasts for 2019 downwards from 2.6% to 2.4%. In Nigeria, the 2019 general elections dominated the first half of the year, hence the economy kicked off at a rather slow pace. We experienced low capital expenditure and restrictive fiscal policies. Unemployment and underemployment remained very much in play. In August 2019, the government in its bid to “strengthen the nation’s security, protect its economic interest as well as encourage local production of food” commenced the enforcement of partial closure of Nigeria’s land borders with some neighbouring countries. This was followed by the Department of Petroleum Resources suspension of the processing of applications for approval to construct and license the operation of filling stations within 20km along Nigeria’s border areas, the supply of petroleum products to areas within 20km along the borders was also suspended. Throughout 2019 the CBN maintained stability in the foreign exchange market through the establishment of multiple windows as well as regular interventions in the market. The year commenced with inflation moderating but as the year progressed, following the continuous effect of border closure, increased logistics and distribution costs, reduction in foreign direct investments. inflation rose steadily culminating in an annual inflation of 11.98%. On the whole, Nigeria’s economic growth in 2019 remained fragile as real GDP grew at an annual rate of 2.27%

KEY DEVELOPMENTS Safety remains our number one core value. Health, Safety, Quality and Environmental Protection continue to be of utmost importance in our operations. As in other years, our commitment to HSEQ values was unwavering. We proudly achieved remarkable milestones. We marked 1,544 days without fatality. At the close of the year, our Total Rate of Incident Recorded in our stations stands at Zero and we recorded no transport or worksite accident in our perimeter. We continue to roll out safety campaigns for both our staff and contractors. In 2019 the price of Platts was high making importation of PMS difficult as the landing cost was higher than pump price. The capacity of oil traders to import products was greatly diminished. Total Nigeria Plc like all of the Nigerian downstream players, continued to face several supply challenges owing to the regulated price of PMS at ₦145 per litre being lower than it’s landing cost (making imports uneconomical) on the one hand and price distortions in Diesel


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and Jet A1 markets as a result of constant NNPC interventions in these markets on the other hand. Your Company is in an unusual position in the downstream industry, where our Regulator is also our foremost Competitor giving them an undue advantage. In 2019 your company did not directly import any PMS as not only was Platts high, we were unable to buy foreign exchange at the same price as NNPC. NNPC maintained the role of sole importer of PMS and Total and other marketers purchased PMS and AGO from NNPC. NNPC implemented a policy of immediate settlement for coastal and inland purchases. This is disadvantageous to your Company when compared to the credit terms previously received from other suppliers. The consequence of this new credit policy was that it eroded both the net working capital and cash position of TNPLC. In addition, we have continued to endure tight margins due to the strict regulations surrounding trading of PMS. Regardless of persistent calls by downstream stakeholders for a deregulation of PMS pricing, in 2019 the markets remained regulated. Despite efforts to contain same, our borrowing costs rose to meet our obligations and financing needs, as a result of huge finance cost burden, our costs increased, and we have continued to suffer thinner margins. Total is at the forefront of lubricant technology; quality and durability are evident in our automotive lubricants. We grew our lubricants volumes by 5% and increased our lubricants production capacity by installing a viscocity and improver mixing unit in our Lagos blending plant. We are also offering improved technical support to our industrial channels. Counterfeiting remains endemic in the lubricants industry, but we are combating this with the support of the law enforcement agencies as well as by using several unique identifying marks on our lubricants. Our solar energy solutions provide for a clean environment thus eliminating the risks associated with carbons produced from fossil fuels. We have so far sold over 400,000 Awango Solar lamps with 2 million lives being positively impacted (based on an estimate of 6 persons per household). Because of the impact it has on the average Nigerian and society at large we sell this product at a discount and continue to push for a waiver of duty on this product. We have also continued to develop our home and business solar solutions offering a widely diverse product range and successfully commissioned the construction of a 990 kWp solar installation for RiteFood (a major B2B client). As part of efforts to increase and improve our service offerings to our customers, Total partnered with CFAO to launch a quick service franchise, AutoFast, in Total Retail Network service stations across Nigeria. Customers can now service their vehicles in less than one hour with quality parts from the Original Equipment Manufacturers. This results in significant saving in time, cost and increased car lifespan. The technicians have gone through different stages of intensive training with efficient modern tools and are ready to serve our customers using Total products and certified original equipment in line with international best practices In recognition of our support to the growth of the Downstream Oil and Gas Industry we were given an award at the Oil Trading and Logistics Africa Downstream Week.

OUR PEOPLE We are committed to equipping and upskilling our employees. In 2019, 85% of our staff participated in various local and international trainings on diverse subjects. We commenced the job posting exercise which encourages our employees to take ownership of their career development and advancement; it also gives them the opportunity to expand their skill set and take on roles all across the Total Group locally and internationally. Our people remain our greatest asset and are at the crux of our achievements. I am confident that our structure and workforce will enable delivery of improved returns to our shareholders in 2020 and beyond. On behalf of my colleagues on the Board of our great company, I hereby express our appreciation to the management and staff of the Company for their dedication, unwavering loyalty and commitment to the Company.

COMPANY PERFORMANCE Distinguished shareholders, as I had earlier stated 2019 was very difficult. Your Company’s turnover decreased by 5% from ₦308 Billion in 2018 to ₦292 Billion. The cost of doing business rose exponentially hence profit after tax decreased by 71% from ₦7.96 Billion to ₦2.28 Billion. Interest expense was ₦6.7 Billion which was over 395% higher than the previous year mainly due to the prepayment for products and high level of borrowing.

DIVIDENDS Given the challenges which I stated earlier, the Board proposes for approval by shareholders the sum of ₦2.28 Billion representing ₦6.71 (Six Naira Seventy-One Kobo only) per share to be distributed as final dividend for the year 2019 subject to the deduction of appropriate withholding taxes at the time of payment.


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In line with our corporate reputation for early disbursement of shareholders’ dividends, we are delighted to confirm to you that if approved at this meeting, your dividends will be paid.

THE FUTURE On the back of modest economic recoveries in Emerging Markets and Developing Economies, deceleration of trade tensions and improved global financial conditions the World Bank had projected that the global economy (including Nigeria) will expand by 2.5% in 2020. The International Monetary Fund (IMF) also predicted that Nigeria’s economy would grow by 2.1% on slow reform convergence, huge infrastructure gap, low private investment, and weak consumption. However, this has been revised by the IMF in its April edition of the World Economic Outlook. It anticipates that Nigeria’s economy will contract by 3.4% in 2020 as the impact of the COVID-19 pandemic hits commodity exporting countries and that we would require $11 Billion to aid recovery. With the objective of making significant savings to both operational and Capital expenditure costs we have put in place a series of initiatives relating to cost efficiency, process optimization, significant reduction of working capital requirement and cost of financing which are already operational in 2020. We also plan to commence importation of PMS as soon as there is clarity on the regulatory framework and equal access to foreign exchange for all importers. Notwithstanding the aforementioned recovery efforts and strategies put into place by your company, as the COVID-19 pandemic increased its foothold across the globe, it officially hit Nigeria in the last week of February 2020 causing an unexpected and unprecedented social and economic paralysis. The first quarter of 2020 closed on shaky ground with lock down and border closures (air and land) imposed by States and the Federal Government, business ground to a halt, local and global economies were near comatose. The paralysis of economic activities in the first half of 2020 slowly trickled into the second half. This situation is indeed one that has caught the world unawares and leaves great room for uncertainty and speculation. Your company put in a place a business continuity plan that has enabled it to continue to deliver products and services as best as it possibly could.

CONCLUSION At this point I would like to state that like the rest of the world at large your Company has been severely impacted by COVID-19 which has given rise to unforeseeable consequences across all facets of human activities and with a long-term impact. Like most businesses your Company is in an even more difficult situation than was previously described. The full effects are yet to be ascertained or even forecasted. However, Total Nigeria Plc has always been a trail blazer and market leader in the downstream sector of the Nigerian oil and gas industry, we intend to remain same by improving our supply and distribution networks whilst maintaining an unflinching commitment to ethical standards. Distinguished shareholders, whilst thanking you for the encouragement and the cooperation given to the Board and Management in times past, for the future we seek your renewed support as we seek to improve the fortunes of your Company, Total and also towards rebuilding our nation, Nigeria. I would also like to thank my colleagues on the Board for their support and commitment. Our gratitude also goes out to our customers, transporters, suppliers and other stakeholders. We thank you for your patronage, cooperation and contributions to achieving the results for the year 2019. Finally, I thank you all for your presence at this Annual General Meeting, and I look forward to your participation in this meeting.

Mr. STANISLAS MITTELMAN Chairman 13th May, 2020


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BOARD OF DIRECTORS PROFILE

MR. STANISLAS MITTELMAN: Mr. Mittelman graduated with a master’s degree from EDHEC Lille Business School in France. He previously worked as a Salesman in Network stations in Paris and was transferred to Nigeria to head the project team that upgraded over 400 network stations in Nigeria. He served in Vietnam as Total’s representative in an LPG joint venture and was posted to work as General Manager, Total Zimbabwe and then as General Manager (Specialties), in the UK, a position he held before his appointment in 2007 as Executive Vice President for West Africa and Chairman of all subsidiaries in West Africa. In 2012 he was appointed Vice President Strategy Division Total Marketing and Services in charge of Mergers, Acquisitions and Corporate Planning. In 2015, he was appointed Vice President Total Marketing, France and in 2016 he was appointed Senior Vice President Africa Middle/East and a director of Total Nigeria Plc. He was appointed to the Board on the 15th of April, 2016. He is the Chairman of the Board.

MR. IMRANE BARRY: Mr. Barry holds a Degree in Civil Engineering from Ecole Nationale Supérieure des Traveux Publics- ENSTP (Cote d’Ivoire). Prior to joining Total, Mr. Barry worked in several capacities in Engineering and Construction Companies in Guinea Conakry, Cote d’Ivoire and Gabon. In 1996 he joined Elf and from 1996 to 2000, he served as Operations Manager in Guinea and Engineering and Operations Manager in Kenya. Between 2000 and 2002, he served in Totalfinelf Guinea as Operations Manager. From 2002 to 2012 he served as Operations Manager in Total Cote d’Ivoire, Technical and Transport Director in Total DR Congo and Strategy-Development Senior Officer in Total Paris. Mr. Imrane Barry became the Deputy to the Executive Vice-President Total West Africa in 2012. He was appointed Managing Director of Total Uganda in 2013 and Managing Director of Total Cameroon in 2015. Mr. Barry was appointed to the Board of Total Nigeria Plc. on the 25th of July, 2018. He is the Managing Director.

MRS. LESLEY BAXTER-GREEN: Mrs. Lesley Baxter-Green is an MBA (with Distinction) graduate of Manchester Business School, UK and holds a bachelor’s degree (with Honours) from The Robert Gordon University, UK, she is additionally a Fellow of the Association of Chartered Certified Accountants (FCCA). She started her career with Total in 1998 as Management Accountant for Total Gas & Power Ltd, UK where she ultimately held the position of Director Central Services. She moved to Total Energie Gaz SA, France in 2009 as Secretary General (Intérim). In the same year, she became Senior Economist at Total SA, France until 2010 when she was appointed Chief Financial Officer, Total Coal South Africa (Pty) Ltd. In 2014, she was appointed as the Vice President Finance & Control, Total (China) Investment Co Ltd in Beijing, China. In 2017, she joined the audit team in Paris as an Internal Auditor until her current assignment in Total Nigeria PLC as Executive Director (Secretary General). Mrs. Baxter-Green was appointed as an Executive Director of Total Nigeria Plc. on the 16th of August, 2019.


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CHIEF FELIX MAJEKODUNMI: Chief Felix Majekodunmi obtained a first degree in Mechanical Engineering from the Thames Polytechnic (Greenwich University) London in 1974, and a Certified Diploma in Accounts and Finance (CDipAF) London in 1986. Chief Majekodunmi began his career in 1974 as Operations Engineer with the British Petroleum (BP) Nigeria Ltd. Thereafter, he held various managerial positions in BP. He joined Total Nigeria Plc in 1985 as the Supply and Distribution Manager and rose to the position of Chief Operating Officer. In 1998, he was appointed the Managing Director (MD) and Chief Executive Officer (CEO) Total Tanzania Ltd., a position he held until 2001 when he was appointed the MD and CEO, Total Ghana Ltd. He subsequently became the Managing Director and Chief Executive Officer for Mobil Ghana Ltd, Total Petroleum Ghana Ltd and Total Kenya Ltd respectively. He is a member of several professional bodies including the Institute of Mechanical Engineers (United Kingdom) and the Nigerian Institute of Engineers. He currently runs his private business. He was appointed to the Board to the Board as a Non Executive Director on the 16th of November,2010.

MS. TEJIRO IBRU: 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 27th of October, 2011.

ENGR. RUFA’I SIRAJO: 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 to the Board as a Non-Executive Director on the 28th of March, 2012.


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PRINCE (DR.) JEFFERSON NNAMANI: 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 Credit Administrators of Nigeria and a Member 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 the 16th of December, 2017.

MR. ALEXANDER ADOTEVI: Mr. Adotevi holds a degree in Economics from Universite de Paris ii Licence in Paris and qualified as a Chartered Accountant from the Chartered Institute of Management’s Accountant’s (CIMA) London, UK . Before joining Total, he worked in finance and strategy roles in the UK at firms in various sectors including semi-conductors, transportation and in professional services. He joined Total UK Ltd in 2009 as a Finance Manager, and between 2011 and 2018 he served as the Finance Director initially of Total Nederland NV in The Hague and then of Total Deutschland GmbH in Berlin. In 2018, he was appointed Vice President Corporate Finance & Project Finance, Downstream (MS/ RC) in Total SA in Paris. Mr. Alexander Adotevi was appointed a Non-Executive Director of Total Nigeria Plc with effect from the 25th of October, 2018.

MRS. LUCILE BADAIRE: Mrs. Badaire is a graduate of Ecole Normale Supérieure de Paris and is an Engineer of the Corps des Mines. She began her professional career in 2003 and held various positions in French ministries and public administration covering Digital, Market Regulation and Public Policies Reforms. From 2010 to 2012, she was appointed Advisor to the Minister of Industry. Mrs Badaire joined the Total Group in 2012 as Field Development Manager, on African projects for Total Upstream, based in Paris. In 2014, she was promoted to the position of New Business & Planning Director, based in Abu Dhabi. In 2017 she became Supply, Pricing & Hedging Director (Marketing & Services) based in Paris and in 2020 was appointed Supply & Logistics Director for the Africa division ( Marketing & Services). Mrs. Lucile Badaire was appointed Non Executive Director on the 13th day of May 2020.


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TOTAL NIGERIA PLC In accordance with the provisions of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004, the Directors present their Annual Report together with the Company’s Audited Financial Statements for the year ended 31st December, 2019 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. 2. LEGAL FORM The Company 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 Stock Exchange. 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. To mark the completion of its corporate mergers, TotalFinaElf Group worldwide reverted to its former name TOTAL in 2003. Accordingly, the Company changed its name from TotalFinaElf Nigeria Plc to TOTAL Nigeria Plc in the same year. 61.72% of the Company's ordinary shares were held by Total Societe Anonyme and Elf Aquitaine S.A. until 2013 when a restructuring was concluded and Total Raffinage Marketing became the shareholder of 61.72% of Total Nigeria Plc while the remaining 38.28% are held by some members of the Nigerian public. At an extraordinary general meeting in 2013, Total Raffinage Marketing resolved to change its corporate name to Total Marketing Services.

3. OPERATING RESULTS The following is a summary of the Company’s operating results:

2019 2018

N’000

N’000

Revenue 292,177,202 307,987,896

Profit before taxation 3,070,510 12,098,463


Dividend 2,278,192 1,018,566

4. DIVIDEND The Directors hereby recommend to members the payment of a final dividend of ₦6.71 (2018: ₦17.00) per

ordinary share of 50 kobo each. The dividend is subject to deduction of withholding tax at the rate applicable at the time of payment.

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

Name of Director

Mr. S. Mittelman Chairman (French)

Mr. I. Barry Managing Director (Guinean)

Mrs. L. Baxter-Green Executive Director (British) Appointed 16th August, 2019

Chief F. Majekodunmi Non-Executive Director

Ms.T.Ibru Non-Executive Director

Engr. A.R. Sirajo Non-Executive Director

Mr. O. Hahn (French) Resigned 31st January, 2020

Prince J.E Nnamani Non-Executive Director

Mr. A. Adotevi (Dutch)

Mr. B. Dormoy Executive Director (French) Resigned 15th August, 2019

Ms. Lucile Badaire (French) Appointed Non-Executive Director 13th May, 2020

The names of the current Directors are listed on page 4. Their thumbnail pictures and brief profiles are also indicated on pages 11 to 13.


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6. BOARD CHANGES Since the announcements at the last Annual General Meeting, Mr. Bruno Dormoy resigned from the Board effective on the 15th of August, 2019 and Mr. Olivier Hahn retired effective on the 31st of January 2020; Mrs. Lesley Baxter-Green was appointed as an Executive Director on the 16th of August, 2019 and Mrs. Lucile Badaire was appointed a Non-Executive Director on the 13th of May, 2020.

7. DIRECTORS TO RETIRE BY ROTATION In accordance with Section 259 (1) and (2) of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004, the Directors to retire by rotation at this Annual General Meeting are Ms. Tejiro Ibru, Engr. Rufa’i Sirajo and Dr. Jeff Nnamani who, being eligible, offer themselves for re-election. Pursuant to Section 259 (1) of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004, a resolution will be proposed at the Annual General Meeting approving their appointment as Directors.

8. DIRECTORS INTEREST IN SHARE CAPITAL The interests of each Director in the issued share capital of the company as recorded in the register of

Directors’ shareholding, as notified by the Directors for the purpose of Section 275 of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004, and in compliance with the listing requirements of the Nigerian Stock Exchange and the 2011 Securities and Exchange Commission Corporate Governance Code as at 31st December, 2018 were as follows:

Directors 31st December 2019 No. Of shares (Direct)

31st December 2019 No. Of shares (Indirect)

31st December 2018 No. Of shares (Direct)

31st December 2018 No. Of shares (Indirect)

Chief F. Majekodunmi 43,581 - 43,581 -

Ms. T. Ibru 902,903 43,135 902,903 43,135

Dr. J.E Nnamani 100 - 100 -

Ms. Ibru is a shareholder (0.5%) of Mas Makay Limited which owns shares in Total Nigeria Plc 9. DIRECTORS INTEREST IN CONTRACTS

Name of Director Nature of the contract Directors’ Interest

Ms. T. Ibru Disposal of Companys interest in its Ibafon Depot and Truck Park

Ms. Ibru is a member of the Ibru family owners of the Ibafon Depot and Truck Park. Ms. Ibru abstained from all discussions and decisions taken in respect of Total’s divestment of its interest in the Ibafon Depot and Truck Park.

No other Director notified the Company for the purpose of Section 277 of the Companies and Allied Matters Act

(CAP C20) Laws of the Federation of Nigeria, 2004 of any declarable interest in any contracts involving the Company. However, some of the directors hold positions in other companies with which Total Nigeria Plc had transactions during the current financial year. The selection and conduct of the other companies were in conformity with the rules of ethics and acceptable standards. In addition, Total ensures that such contracts are conducted at arm’s length at all times and shareholders have given approval for such inter related party transactions.

10. 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. 11. POST BALANCE SHEET EVENTS As at 13th May, 2020 the Directors were not aware of any post balance sheet events which have not been adequately provided for and which could have a material effect on the financial position of the Company as at 31st December, 2019 as well as the profit for the year to that date. However, please refer to Note 30 of the Audited Financial Statement for some significant events that have occurred in the 2020 Financial Year.


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. 12. COMPANY'S DISTRIBUTORS The names of the Company's significant distributors are shown on pages 87 to 90. 13. SUPPLIERS Key suppliers of products and materials to the Company are: Panar Limited Poly Products Nigeria Plc Wayne (West Africa) Limited Pacegate Limited Sertom Nigeria Limited Nigerian National Petroleum Corporation 14. 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 Total Raffinage Marketing and Total Outré Mer. The terms of the agreements include: (a) Provision of assistance and advice on the general organization and management of the Company. (b) Provision of suitable expatriate personnel for employment as required and at the request of the Company. (c) Provision of overseas training and retraining for Nigerian employees to enable them assume positions of

higher responsibility within the Company. (d) Product research development assistance. (e) Constructions, engineering and design assistance, provision of accounting and operations computer software,

sample analysis and control. (f) Technical assistance for inventory control, product storage and handling procedures; aviation services

assistance and provision of operational manual to ensure compliance with international standards. (g) Payment of technical assistance and management fees. 15. 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 Total Group Employees’ shareholding plan. Total Nigeria Plc finances the purchases made by Staff and this is repayable over a number of years.

16. DONATIONS As the Company did in the previous year, donations were made to several charitable organizations during the

year 2019 and the beneficiaries are as follows:

DONATIONS 2019

S/N

DONATION

AMOUNT

1 Total Startupper Initiative 16,526,650

2 SOS Annual Corporate sponsorship 15,111,474

3 Skills Acquisition Programme for Koko Youths 13,359,521

4 2019 HIV/AIDS Program for Ijebu-Ode communities and environs, Ogun State. 9,638,515

5 World Malaria Programme 2019 for Old Kutunku, Gwagwalada community, Abuja. 4,939,379


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6 Cardiovascuar Disease Initiative for Kirikiri Community, Lagos. 4,000,000

7 Job Shadow 2019 for Port-Harcourt, Rivers State. 3,045,000

8 2019 Scholarship Programme, Koko - Delta State. 1,805,000

9 European Business Organization annual sponsorship 1,400,000

10 International Womens Organization for Charity (Small World) Donation 1,045,306

11 Donation of Road Traffic Management tools to Kirikiri FRSC, Kirikiri Outpost, Lagos. 854,280

12 Nigerian Business Coalition Against Aids 700,000

13 Sponsorship - 6th Nigeria Stock Exchange Corporate Challenge - 5KM Walk 400,000

14 Wesley School 1 for the Hearing Impaired, Lagos State. 285,306

15 Wesley School 2 for the Hearing Impaired, Lagos State. 285,306

16 The Care People Foundation, Ibadan Oyo State. 285,306

17 Nigerwives Braille Book Production Centre - National Spread 285,306

18 Black Diamonds Support Foundation, Lagos State. 285,306

19 Galilee Foundation, Oyo State. 285,306

20 Rosalie Home Rehabilitation Center, Nchia Eleme - Rivers State. 285,306

21 Heart of Dorcas Children's Center, Ado Ekiti - Ekiti State. 285,306

22 General Hospital Koko, Koko -Delta State. 285,306

23 Little Sisters of the Poor Home for the Elderly, Awkunanaw - Enugu State. 285,306

24 Right Steps Family Outreach in Nigeria (Susana Homes), Ukwa West - Abia State. 285,306

25 Holy Child Motherless Home, Ogui - Enugu State. 285,306

26 Nigerian Redcross Society Motherless Babies Home, Ogbete - Enugu State. 285,306

27 Fatherless & Motherless Children Aid Organization, New Karu -FTC Abuja. 285,306

28 Tivid orphanage Home International, Makurdi - Benue State. 285,306

29 Ministry of Mercy Orphanages, Lokoj - Kogi State. 285,306

30 Honour Ground Orphanage Home, Auta-Balefi - Nasarawa State. 285,306

31 Adonai Orphanage and Widows Center, Barnawa, Kaduna State. 285,306

32 FARID Center for People with Special needs, Dutsen Kura - Minna Niger State. 285,306

33 Frano Nigerian Chambe of Commerce & Industry -FNCCI Annual Support 270,000

34 Nigerian Society of Engineers Safety conference 250,000

35 Lagos Business School Alumni Conference 250,000

36 Institute of Chartered Secretaries of Nigeria (ICSAN) conferences 200,000

Total

79,215,939

No donations were made to any political party


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17. EMPLOYMENT AND EMPLOYEES Equality of opportunity, diversity and inclusion are a part of Total Nigeria Plc’s identity. (a) Our Inclusion Policy Total Nigeria Plc is an equal opportunity employer and does not discriminate on any grounds. We support fair

employment practices. We aim to have an institution free from discrimination and based upon the values of dignity and respect. Respect for the employees is at the heart of our organization and is one of our core values. We encapsulate listening to each other and respecting human rights. In recognition of our commitment to respecting human rights the Total Group is ranked amongst the top oil and gas major in the Corporate Human Rights Benchmark.

We employ and retain people from a wide range of backgrounds. Our employment policy is free of

discrimination against existing or potential employees on grounds of race, ethnicity, nationality, gender, age, disability, political opinion, competencies, background or faith. We have relevant policies and processes including recruitment, retention, evaluation, remuneration and career planning to ensure they are gender sensitive. We recognise and mitigate unconscious biases in selection and retention processes. It is Total’s policy not to discriminate against physically challenged persons or persons living with HIV/AIDS. The Company continues to pursue its policy of non-discrimination in recruitment and continued employment, offering physically challenged persons career opportunities. The Company had two physically challenged persons in its employment as at the end of the year under review and ensures that the work environment is accessible and conducive for them.

(b) Equal opportunities and Diversity Total is committed to promoting and fostering a culture of equality, diversity, fairness, integrity and dignity.

The Company recognizes the need for and values diversity and inclusion in its workforce and leadership. We believe that diversity of our teams is a key success driver. Diversity plays a pivotal role in our employee community. We believe that our diversity in skills and management is a decisive lever for progress. Diversity and inclusion do make a positive difference and we celebrates the rich diversity of our employees. We have a diversity policy which we actively propagate and implement; our code of conduct also propagates our positive diversity stance. All employees are given equal opportunities and resources to develop professionally and personally to their full potential.

We have created an open and inclusive corporate culture where all genders can flourish and actively pursue

a feminization policy aimed at developing and empowering our female staff. Total acknowledges that women have different positive skill sets, insights and ideas which they bring to promoting a good working environment. We are guided by and continue to develop equal opportunity and diversity policies. In furtherance of our feminization policy we have the Total Women for Information Communication and Exchange which seeks to support and advance the interest of women in the workplace. On the 8th of March, 2019 we joined the world to commemorate the International Women’s Day with the theme “balance for better”.

(c) Health, Safety, Environment and Quality Policy Our first core value has remained Safety. Health, Safety, Environment and Quality (HSEQ) protection

continues to be of utmost importance in our operations. Total considers people safety and security, health protection, operational safety, respect for the environment, customer satisfaction and listening to stakeholders as paramount priorities. We are conscious at all levels of the organization, of our personal responsibility and give due consideration to the prevention of accidents, injury, environmental damage or adverse impacts of product and service quality. Health, Safety, Quality and Environmental protection is of utmost importance to us. Our commitment to HSEQ values was unwavering throughout the year despite the challenging environment. We are committed to maintaining the highest standards of safety and enforce strict health and safety rules and practices. We have implemented and operate the Total Group’s Health, Safety, Environment and Quality Charter which places these issues above economic considerations. We also submit to regular audits to assess our compliance levels and keep up to date with best practices.

Every meeting commences with a safety moment. Emergency procedures are tested, drilled and updated

systematically to ensure optimum performance. Compliance with these principles remains a crucial element in the performance evaluation of the Company and its employees. Environmental, Industrial and Personal safety continues to be at the core of the Company’s operations in Nigeria. This is applicable in all our offices, depots, outlets, areas of operation and is further extended to our partners and visitors to our offices. We operate a proactive safety culture. As at the at 31st of December 2019 we were 1,544 days without fatal accident and had recorded zero Loss Time Incident Rate.


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(d) Employees Welfare, Development, Training and Engagement. The Company operates a medical scheme under which free healthcare is provided to employees and their

dependants. We have well equipped clinics at our offices. Employees are mandated to undergo annual medical examinations which form the basis for the provision of timely medical interventions. The Company also periodically runs various health campaigns geared at creating awareness or addressing certain ailments. The 2019 edition of one of such health campaigns was the 14th Healthy Living Campaign held by Total. The focus of the campaign was on sedentary lifestyle and financial health. The annual healthy living campaign and medical examination for employees and their spouses took place in all the offices across the country in November 2019. This was conducted in conjunction with the support of medical professionals. In addition to this, the Company at some of its locations continues to provide aerobic classes and light football workout for staff. On a quarterly basis, staff are invited to partake in a “walk for life” exercise which involves taking long swift walks aimed at maintaining a healthy lifestyle.

We are committed to constantly ensuring that our staff understand their roles and responsibilities. The Company constantly equips and updates its employees with the skills and knowledge required for the optimal performance of their jobs. In 2019, staff participated in various local and international trainings on diverse subjects including HSEQ, Human Rights, Business lines, Management and Personal Development. 85% of the workforce attended at least a class-based training session during the year, and we achieved an average of 5 training days per employee in line with best practices. Furthermore, we encourage our staff to be members of professional institutions which will add value to both themselves and the Company. Also, in 2019, we commenced the job posting exercise which encourages our employees to take ownership of their personal development; it also gives them the opportunity to expand their skill set and take on roles all across the group internationally.

18. MAJOR SHAREHOLDINGS. a) The issued and fully paid shares of 50 kobo each of the Company as at 31st December, 2019 were beneficially

held as follows:

Shareholder 2019 Number of

Shareholding ‘000

% 2018 Number of

Shareholding ‘000

%

Total Marketing Services 209,560 61.72 209,560 61.72

Other Shareholders 129,962 38.28 129,962 38.28

Total 339,522 100.00 339,522 100.00

b) No shareholder, except as disclosed above, held more than 5% of the issued capital as at 31st December, 2019 and as at 26th March, 2019.

(c) Range analysis of ordinary shareholdings

Range No of Holders % Holders Holdings % Holdings

1 - 500 13,535 50.99 2,322,481 0.68

501 - 1,000 3,496 13.25 2,588,593 0.76

1,001 - 5,000 7,227 27.38 15,185,690 4.47

5,001 - 10,000 1,109 4.20

7,666,283 2.26

10,001 - 20,000 543 2.06

7,4501,663 2.21

20,001 - 50,000 241 0.91

7,360,708 2.17

50,001 - 100,000 96 0.36

6,900,557 2.03

100,001 - 500,000 107 23,744,706 6.99


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0.41

500,001 - 5,000,000 34 0.13

43,334,096 12.76

5,000,001 - 50,000,000 2 0.01

13,357,430 3.93

50,000,001 - 339,521,837 1 0.00

209,559,630 61.72

Grand-Total 26,391 100.00 339,521,837 100.00

19. INTERNAL FINANCIAL CONTROLS

Effective financial controls are an essential management tool. Accordingly, reasonable care has been taken to establish and maintain a framework of financial controls to ensure that the Company’s assets are safeguarded and that proper accounting records are maintained with a view to providing reliable financial information.

There exist adequate guidelines for all aspects of internal controls relating to operational and compliance controls as well as risk management. The Board and Management will in line with regulation and international best practices continue to review the effectiveness and the adequacy of the Company’s internal control systems and update such as may be necessary.

20. AUDITORS Messrs. KPMG Professional Services were appointed External Auditors from the 11th of June, 2014. In

accordance with Section 357 (2) of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004, Messrs. KPMG Professional Services have indicated their willingness to continue in office as External Auditors of the Company. A resolution will be proposed at the next Annual General Meeting authorizing the directors to determine their remuneration.

BY ORDER OF THE BOARD

Olubunmi Popoola-Mordi FRC/2013/ICSAN/00000002042 Company Secretary LAGOS, NIGERIA 13th May, 2020


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CORPORATE GOVERNANCE REPORT Total is committed to institutionalizing the principles of corporate governance and ethical business practices. We have always adopted a responsible attitude towards corporate governance and issues of Corporate Social Responsibility in Nigeria. The Company conducts its business with integrity and pays due regard to the laws of Nigeria and the legitimate interest of its stakeholders. The Board of Directors (“the Board”) is continually reviewing corporate governance standards and procedures and subscribes to regulation, legislation and international best practices. The Board has demonstrated commitment towards embedding excellent corporate governance practices across the entire Company. 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. THE BOARD OF DIRECTORS As currently constituted, the Board of Directors comprises the Chairman, the Managing Director, one Executive Director as well as six Non-Executive Directors. The positions of the Chairman and that of Managing Director are held by different persons. 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 the Articles to be exercised by the Company in the general meeting. The Directors of Total are well established in various fields of endeavour and bring a wealth of experience to bear on the activities of the Board.

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 Directors act in good faith, with due diligence and care and in the best interest of the Company. The Board in discharging its duties, adopts best international practice principles in line with laid down regulations. The responsibilities of the Board include:

a) Management of the business and affairs of the Company except as required by statute or the Articles to be exercised by the Company in the general meeting;

b) Articulation and formation of Strategy;

c) Formulation of policies and overseeing the management and conduct of business;

d) Formulation and management of risk management framework;

e) Succession planning and the appointment, training, remuneration and replacement of Board members and

Executive Committee members;

f) Overseeing the effective performance of management in order to protect and enhance shareholder value and to meet the Company’s obligations to its stakeholders.

g) Overseeing the effectiveness and adequacy of internal control systems;

h) Performance monitoring and appraisal of the Company;

i) Overseeing the maintenance of the Company’s communication and information dissemination policy;

j) Serving the legitimate interests of the shareholders and the Company and accounting to them fully;

k) Ensuring effective communication with stakeholders;

l) Reviewing and approving annual budgets.

m) Ensuring the integrity of financial reports;

n) Promoting and ensuring that ethical standards are maintained;


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

p) 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;

q) Regularly assessing its performance and effectiveness as a whole and that of the individual Directors,

including the MD/CEO;

r) Appointment of the MD/CEO;

s) Ensuring the motivation and protection of human capital intrinsic to the Company; ensuring that there is adequate training in the Company for management and employees and a succession plan;

t) Ensuring that all technology and systems used in the Company are adequate to properly run the business

and for it to remain effectively competitive;

u) Identifying key risk areas and key performance indicators of the business and monitoring these factors;

v) Ensuring annually that the Company survives, thrives and continues as a viable going concern;

w) Ensuring compliance with the Company’s articles, all laws and regulations;

x) Conducting performance and progress monitoring against the strategies and objectives of the Company,

including assessing the Company’s financial position and performance (at least quarterly);

y) Approving the Company’s interim dividend and proposing dividends to be finally approved by the shareholders at the annual general meeting; and

z) Deciding and approving the expenditure and authorising, investment and credit limits to be delegated to the

Chair, Board Committees, Executive and Senior Management. 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 of Directors. 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 an 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. The Board of Directors is able to retain external counsel for independent advice. Board Evaluation The Board did not conduct a formal evaluation of its performance in the year under review. However, an internal evaluation exercise was conducted in compliance with the SEC Code of Corporate Governance, taking into account all relevant codes on corporate governance and international best practices. The Report shows that Total’s governance procedures and practices during the year ended 31st December, 2019 were in conformity with the provisions of applicable legislation, regulations, corporate governance Codes and international best practices. All action points from the Evaluation will be addressed in the course of 2020. Re- election of Directors As prescribed by the Company’s Articles of Association and the Companies and Allied Matters Act (CAP C20) Laws of the Federation of Nigeria, 2004 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. Likewise, Directors appointed since the last Annual General Meeting retire and being eligible, offer themselves for re-election. Messrs. Sirajo, Ibru and Nnamani are Directors seeking re-election at this Annual General Meeting. Their biographical details are contained on Pages 12 to 14 of this Annual Report and Accounts. Code of business conduct and ethics


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The Board is committed to conducting all business 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 so as to achieve continuing survival and prosperity for the company. The Board promotes an ethical corporate culture. Every Director and employee subscribes to comply with the Company’s Business Integrity Guide and Code of Conduct which covers Total’s business principles and ethics. We are committed to maintaining a brand of repute and business reputation. Attendance at Board Meetings The Board met 4 (four) times during the 2019 financial year. Attendance at Board Meetings during the year ended 31st December, 2019 is as indicated below:

Directors 28th March 26th June

22nd October

11th December

Total Attendance

Mr. S. Mittelman P P P P 4

Mr. I. Barry P P P P 4

Mr. B Dormoy P P R R 2

Mrs. L. Baxter-Green N N P P 2

Chief F. Majekodunmi P P P P 4

Ms. T. Ibru P P P P 4

Engr. A.R. Sirajo P P P P 4

Mr. O. Hahn A A P P 2

Dr. J.E Nnamani P P P P 4

Mr. A. Adotevi P P A P 3 Attendance Keys: A= Absent with apology, P= Present, N = Not yet appointed R= Resigned

Board Committees In line with its Articles, the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria 2004 and in conformity with the Securities and Exchange Commission’s 2011 Corporate Governance Code, the Board has established committees. These committees assist the Board to effectively perform its guidance and oversight functions. All committees have terms of reference which guide them in the carrying out of their responsibilities. The committees comprise of Directors and shareholder representatives. Currently, there are two Board Committees and a Statutory Committee: Diversity and Staff Development Committee, Corporate Governance Committee and the Statutory Audit Committee. In the opinion of the Board, the committees performed creditably during the year under review. (i) 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 studying diversity patterns in the workforce and developing ideas and solutions towards ensuring a balanced and productive human resource base for the Company as well as recommending methods for building and developing employee potential in line with Company policy.

The members of the Diversity and Staff Development Committee were:

• Chief F. Majekodunmi

• Ms. T. Ibru

• Engr. R. Sirajo

• Mr. Jeff Nnamani

Attendance at the meetings of the committee during the year ended 31st December, 2019 was as indicated below:

Director 26th March 25th June

11th December Total Attendance

Chief F.Majekodunmi P P P 3

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


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(ii) Corporate Governance Committee: This committee’s brief is essentially the application of 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. In this respect, it examines matters that bear potential risks for the Company. The members of the committee were:

• Chief F. Majekodunmi

• Ms. T. Ibru

• Engr. A.R Sirajo Attendance at meetings of the meeting of the committee during the year ended 31st December, 2019 was as indicated below:

Director 26th March 25thJune

11th December Total Attendance

Chief F.Majekodunmi P P P 3

Ms. T. Ibru (Chair) P P P 3

Engr. A.R. Sirajo P P P 3

3 Attendance Keys: P= Present

(iii) Statutory Audit Committee: In compliance with Section 359(3) of the Companies and Allied Matters Act, (CAP C20) Laws of the Federation of Nigeria,, 2004 the Company has established a Statutory Audit Committee. The Statutory Audit Committee is composed of three Directors (two of whom are Non-Executive Directors) and three shareholders elected at the Annual General Meeting. It is chaired by a shareholder representative. The terms of reference of the committee are as prescribed in the provisions of Section 359(6) of the Companies and Allied Matters Act, (CAP C20) Laws of the Federation of Nigeria, 2004. 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 359(5) of the Companies and Allied Matters Act, (CAP C20) Laws of the Federation of Nigeria, 2004 the following members and Directors were elected and will serve on the committee up to the conclusion of the 42nd Annual General Meeting:

• Chief T.A. Adesiyan - Shareholder (Chairman)

• Mr. T.K Akanji - Shareholder

• Mr. C. Achara - Shareholder

• Ms. T. Ibru - Director

• Engr. R. Sirajo - Director Attendance at meetings of the Committee was as indicated below:

21ST October 16th December 17th April Total Attendance

Chief T.A. Adesiyan (Chairman)

P P P 3

Mr. K.A Taiwo. P P P 3

Mr. C. Achara P P P 3

Ms. T. Ibru P P P 3

Engr. R. Sirajo P P P 3 Attendance Keys: P= Present

In 2019, members of the Statutory Audit Committee were trained on Regulatory Compliance Strategies for Audit Committees, Preparer Accountants, Auditors and Company Secretaries. In accordance with Section 359(6) of the Companies and Allied Matters Act, (CAP C20) Laws of the Federation of Nigeria, 2004 the Shareholders and Directors stated above sat on the Audit Committee for the purpose of the Company’s year 2019 audit.


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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 is in place to create awareness, monitor, train and support employees and directors to uphold policies and procedures. We conduct due diligence exercise on partners, customers, contractors and other stakeholders where necessary. We conduct an annual conflict of interest declaration exercise and observed the business ethics day on the 10th of December, 2019. The Company has complied with the requirements of the Securities and Exchange Commission’s 2011 Code of Corporate Governance for Public Companies in Nigeria and the Post-listing Requirements of the Nigerian Stock Exchange. Total has complied with regulations guiding its operations and activities throughout the year. Total ensures that its

existence and operations remain within the law. The Company complies with the laws and regulations of Nigeria. Total is committed to the continued sustenance of the principles of sound corporate governance. SHARE TRADING POLICY The Company has put 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 is in accordance with the Post-listing Requirements of the Nigerian Stock Exchange and also contains a reminder of the Investment and Securities Act 2007 and the Companies and Allied Matters Act , (CAP C20) Laws of the Federation of Nigeria, 2004. It can be found on our website. To ensure compliance, the Policy and Closed Periods are communicated periodically. In the course of 2019, none of our directors, employees and counterparts notified us of any contravention of Total’s Securities Trading Policy. 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, shareholders who have complaints may use the electronic complaints register on the Company’s website to register their complaints. This enables the Company to handle complaints from shareholders in a timely, effective, fair and consistent manner. WHISTLE-BLOWING POLICY In line with the requirements of the Securities and Exchange Commission’s 2011 Code of Corporate Governance and global best practices, the Company has put in place a Whistle-Blowing Policy which is a process whereby the illegal, unethical or inappropriate actions of employees that are injurious to the interest of the company can be reported. The whistle blowing hotline is confidentially managed by PriceWaterhouseCoopers. CORRUPTION Safety is one of the foremost pillars of our organization, and so are Governance and Ethics. They define who we are, what we believe in, how we behave and interact. We shall continue to strongly promote integrity whilst sanctioning corrupt and fraudulent behaviour. Total Nigeria Plc is an ethical business organization. In all our dealings, we are committed to 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), we have extended the same to our suppliers, partners and third parties acting for and on behalf of Total Nigeria Plc. Periodic tone at top messages were sent to all staff by members of the management Executive Committee. 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 suppliers and demanding them to cascade same to their stakeholders. Our staff and stakeholders are encouraged to approach issues with individual and collective vigilance. Everyone in the chain must play his / her role. In the course of the year several programmes and activities were run on ethics; these


26

culminated in the Company setting aside the 9th of December, 2019 to commemorate the Total Business Ethics Day which focused on Supply Chain Challenges. ANTI-COMPETITON We recognize that competition is an instrument of promoting growth and sustainable development. We are at the forefront of fostering competition in our sector of the economy as we actively play by the rules and ensure that we do not engage in anti-competitive activities. ROLE IN SOCIETY Total Nigeria Plc is one of the major players in the downstream sector of the oil and gas industry and is an integral part of the Nigerian society as an employer, a supplier, a customer, a partner and a taxpayer. Through its service providers, stations dealers, suppliers and transporters, Total provides employment to over 10,000 persons. Total is not only socially responsible we are a socially responsive organization. We utilise the stakeholders relationship management model so hence consult with our stakeholders and have a policy which, not only drives but equally regulates our relationships within our operating environment. Total organizes stakeholders’ fora in all its sites where joint decisions are taken concerning projects implementation and monitoring jointly implemented. The Company has a strong belief that sustenance of its business is linked to the wellbeing of its immediate environment hence its decision to invest in health, education and economic empowerment of its host communities, stakeholders and the Nigerian public. This means that the CSR initiatives must be implemented in a climate of respect, listening, continuous dialogue and transparency with stakeholders, and in line with their specific needs. The interventions derive from the Four Total Foundation priority areas of the Group which are: Road safety, Forest and Climate, Youth and Education, cultural dialogue and Heritage. In our implementation of our activities and interventions we have also encompassed stakeholder engagement, negative impact management and socio-economic development. Through our Skills Acquisition Programme we continued to empower and train youths of our host communities on vocations of their choice. These vocations include but are not limited to welding and fabrication, fashion and designing, hairdressing, information technology, woodcraft and furniture making. All graduates of the programme have been equipped with starter packs and tools to enable them to commence their small-scale businesses. Also, in partnership with our sister company Total E&P our AIDS awareness campaign focused on Ogun state for 2019 with Free Voluntary Counselling and Testing in various locations in the state. On the 1st of December, we teamed up with Total E&P and a partner the Nigerian Business Coalition Against Aids to commemorate the Worlds Aids day by actively being part of an awareness campaign and supporting the provision of testing and testing kits. The World Malaria Day also saw us jointly taking our preventive awareness campaign to Abuja, where treated mosquito nets and Rapid Diagnostics Testing kits were distributed and we also worked within the old kuntuku community to clean and fumigate their environment. To educate people about cardiovascular diseases and their prevention, we organized an outreach at Kirikiri environs in Lagos where educational materials were distributed and testing of some possible causes of cardiovascular diseases was conducted. Through our Complete Child Care Initiative, we are sponsoring 40 orphaned children living in four family houses at the SOS Children's Villages in Lagos, Abuja, Ogun and Jos. The Mentor - a - Child – Programme remains a key component of our sponsorship. It is a programme which runs side by side with the corporate sponsorship whereby employees act as mentors through the monitoring of the moral, mental and general developmental stages in the lives of their chosen child while the child still lives in the SOS village. The Total Job Shadow initiative helped us to expose 40 Senior Secondary School students, from Secondary Schools in Rivers state, to the potential jobs they can aspire to do by allowing them spend time at our Port Harcourt office and at the Port Harcourt lubricant warehouse. The students were paired up with employees who acted as mentors to them for the day. They were exposed to actual work environment side by side employees and given a tour of our facilities. They were also engaged in a leadership workshop. The students wrote an essay on their experience and learning points at the end of the program. A prize of an educational computer was given to each of the first three winners whilst consolation prizes were given to the runners up. We have been unwavering in the implementation of the “Lead Dealers” Scheme; a programme which consists of training and supporting customer attendants to become entrepreneurs and managers of service stations. We have continuously invested in the “Truck Drivers Training School & Track Center” commissioned in 2011 to promote Safety through education and training of truck drivers across Nigeria.


27

In furtherance of our determination to empower young entrepreneurs in Nigeria, we conducted the second edition of the ‘Startupper of the Year by Total’ competition. The Contest which ran simultaneously in Nigeria and 54 other countries was aimed at identifying, rewarding and providing support to the best business creation and development projects that are not more than two years of existence. It reaffirms Total’s commitment to social and economic development in host countries worldwide. By helping innovative young entrepreneurs to realize their projects, the Challenge strengthens the local social fabric. The 3 winners who emerged from Nigeria received cash prizes, training locally and internationally as well as received support towards the execution of their ideas. We have continued to support several non-governmental organizations which focus on education, addressing substance abuse, providing Brailed textbooks, programs and services to the visually impaired and blind, caring for the young and elderly etc. RELATIONSHIP WITH SHAREHOLDERS The Board considers effective communication with Shareholders as being of utmost importance. The Board is committed to continuous engagement with its shareholders and ensures that shareholder rights are well protected. The Company reports formally throughout the year with the quarterly and full year results announcements, Corporate Social Responsibility and Annual Reports to all Shareholders. Through these reports the Board renders an account of its stewardship to shareholders. Total maintains active dialogue with its shareholders. From time to time the Company also makes other announcements which can be found on our website (www.total.com.ng). We can also be contacted on social media via:

Twitter (www.twitter.com/totalnigeriaplc) Facebook (www.facebook.com/totalnigeria).

Youtube (www.youtube.com/Total) In addition to this, periodically, management holds meetings with institutional investors and other Shareholders. The Board also welcomes the participation of all Shareholders at the Annual General Meeting during which Shareholders are able 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. 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 complete the e-dividend process. The e-dividend form is attached to this annual report for your necessary and urgent attention.

Olubunmi Popoola-Mordi FRC/2013/ICSAN/00000002042 Company Secretary 13th day of May 2020

http://www.total.com.ng/

http://www.twitter.com/totalnigeriaplc

http://www.facebook.com/totalnigeria

http://www.youtube.com/Total


28

STATEMENT OF DIRECTORS RESPONSIBILITIES In accordance with the provisions of Sections 334 and 335 of the Companies and Allied Matters Act (CAP C20) Laws of the Federation of Nigeria, 2004, 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 as at the end of the financial year 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, the Financial Reporting Council of Nigeria Act No. 6 2011 and the Companies and Allied Matters Act (CAP C20) Laws of the Federation of Nigeria, 2004. 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 CAP C20) Laws of the Federation of Nigeria, 2004 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. Nothing has come to the attention of the Directors that indicate that the Company will not remain a going concern for twelve months from the date of this statement.

Mrs. L. Baxter-Green Mr. I. BARRY FRC/2020/003/00000020494 FRC/2020/003/00000020346 Executive Director Managing Director 13th May, 2020 13th May, 2020

REPORT OF THE STATUTORY AUDIT COMMITTEE TO THE MEMBERS OF TOTAL NIGERIA PLC

In compliance with section 359(6) of the Companies and Allied Matters Act (CAP C20) Laws of the Federation of Nigeria, 2004 we confirm that we have:-

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

B. Reviewed the External Auditors Management Report for the year ended 31st December, 2019 as well as the managements response thereon; and

C. Ascertained that the accounting and reporting policies of the Company for the year ended 31st

December, 2019 are in accordance with legal requirements and agreed ethical practices.

In our opinion, the scope and planning of the audit for the year ended 31st December, 2019 were adequate and Management’s responses to the Auditor’s 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 17th day of April, 2020

Chief T. Adesiyan Chairman FRC/2013/IODN/00000003745

MEMBERS OF THE COMMITTEE

Mr. C. Achara

Mr. K. Taiwo

Ms. T. Ibru

Engr. R. Sirajo

29

J0267537

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J0267537

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J0267537

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FINANCIAL STATEMENT

TOTAL NIGERIA PLC

STATEMENT OF FINANCIAL POSITION

AS AT 31 December 31 December

2019 2018

Notes ₦'000 ₦'000

Non-current assets

Property, plant and equipment 17 35,476,862 33,855,656

Right-of-use assets 5.21 (i) 7,525,045 -

Intangible assets 16 11,730 25,943

Prepayments 20 - 7,201,941

Trade and other receivables 19.1 3,085,587 1,524,840

Total non-current assets 46,099,224 42,608,380

Current Assets

Inventories 18 33,642,490 30,045,177

Trade and other receivables 19 45,434,587 52,007,770

Prepayments 20 378,696 1,765,438

Cash and cash equivalents 24 8,232,734 6,094,018

Total current assets 87,688,507 89,912,403

Total assets 133,787,731 132,520,783

Equity

23 169,761 169,761

28,150,023 30,561,127

Total equity 28,319,784 30,730,888

Non-current liabilities

Deferred tax liabilities 12.3 4,622,026 5,370,433

Lease lliabilities 21 (ii) 394,147 -

Employee benefits 13 555,566 435,408

Total non-current liabilities 5,571,739 5,805,841

Current liabilities

Trade and other payables 22 57,178,455 61,583,881

Deferred income 22.2 2,165,614 38,535

Lease liabilities 21 (ii) 362,592 -

Employee benefits 13 85,289 -

Current tax liabilities 12.2 226,952 141,094

Loans and borrowings 21 (i) 39,877,306 34,220,544

Total current liabilities 99,896,208 95,984,054

105,467,947 101,789,895

Total equity and liabilities 133,787,731 132,520,783

Barry Imrane - Managing Director

Green Lesley - Executive Director

Additionally certified by:

Eghwerehe Samson Enowan - Head of Finance

FRC/2018/ICAN/00000018952

The notes on pages 40 to 81 form an integral part of these financial statements.

Share capital

Retained earnings

Total liabilities

FRC/2020/003/00000020494

These financial statements were approved by the Board of Directors of the Company on 13 May 2020 and signed on behalf of the Board by:

FRC/2020/003/00000020346

36 #

TOTAL NIGERIA PLC

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED


2019 2018

Notes ₦'000 ₦'000

Revenue 7 292,177,202 307,987,896

11 (257,125,843) (273,202,676)

Gross profit 35,051,359 34,785,220

10.1 3,337,782 1,451,424

10.2 - (1,324,883)

11 (3,838,780) (4,470,363)

11 (24,502,389) (19,945,070)

27 (iv) (226,251) (684,512)

Operating profit 9,821,721 9,811,816

9 1,149,795 6,747,584

9 (7,901,006) (4,460,937)

Net finance (costs)/ Income (6,751,211) 2,286,647

Profit before minimum and income taxation 3,070,510 12,098,463

Minimum taxation 12.1.3 (319,512) -

12.1.1 (472,019) (4,137,570)


Other comprehensive income - -

Total comprehensive income for the year 2,278,979 7,960,893

Earnings per share

Basic and diluted earnings per share 15 6.71 23.45


Selling & distribution costs

Administrative expenses

Other income

Cost of sales

Finance income

Income taxation

Impairment loss on trade receivables

Finance costs

Other expenses

37#

TOTAL NIGERIA PLC

STATEMENT OF CHANGES IN EQUITY

Share

capital

Retained

earnings

Total

equity

₦'000 ₦'000 ₦'000

Notes

Balance at 1 January 2019 169,761 30,561,127 30,730,888

Profit for the year - 2,278,979 2,278,979

Other comprehensive income for the year - - -

- 2,278,979 2,278,979

14.1 - 63,223 63,223

14.1 - (4,753,306) (4,753,306)

Total transactions with owners of the Company - (4,690,083) (4,690,083)

169,761 28,150,023 28,319,784

Share

capital

Retained

earnings

Total

equity

₦'000 ₦'000 ₦'000

Notes

Balance as at 1 January 2018 169,761 28,055,790 28,225,551

Adjustment on initial application of IFRS 9, net of tax - 255,846 255,846

169,761 28,311,636 28,481,397

Profit for the year - 7,960,893 7,960,893

Other comprehensive income for the year - - -

- 7,960,893 7,960,893

14.1 - 60,470 60,470

14.1 - (4,753,306) (4,753,306)

14.1 - (1,018,566) (1,018,566)

Total transactions with owners of the Company - (5,711,402) (5,711,402)

169,761 30,561,127 30,730,888

Prior year final dividend

The Company initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this

approach, comparative information is not restated and the cumulative effect of initially applying IFRS 16 had no impact

on retained earnings at the date of initial application.

Current year interim dividend

Balance at 31 December 2018


For the year ended 31 December 2018

Total comprehensive income for the year

Transactions with owners of the Company:

Contributions and Distributions

Unclaimed dividend written back

For the year ended 31 December 2019

Total comprehensive income for the year

Transactions with owners of the Company:

Prior year final dividend


Contributions and Distributions

Unclaimed dividend written back

38#

TOTAL NIGERIA PLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 December 31 December

2019 2018

Note ₦'000 ₦'000


Adjustments for:

Depreciation of PPE 17 4,771,328 4,306,166

Depreciation of right-of-use asset 5.21 1,663,979 -

Amortisation 16 19,237 31,490

Provision for employee benefits 32(iii) 235,001 88,101

Write down/ (write back) of inventory (Net) 18.1 104,592 (1,366)

Gain on disposal of PPE 10.1 (2,763,151) (1,201,521)Net foreign exchange (gain)/ loss 10.1 (292,744) 1,324,883

Net finance income/ (costs) 9 6,751,211 (2,286,647)

Petroleum Products Pricing Regulatory Agency 9 325,673 -

Income taxation 12.1.1 472,019 4,137,570

Minimum taxation 12.1.3 319,512 -

13,885,636 14,359,569

Changes in:

- Inventories (3,701,905) (3,377,571)

- Trade and other receivables 5,007,813 (16,950,992)

- Prepayments 8,708,426 (3,961,369)

- Trade and other payables (2,304,792) 1,674,266

- Right-of-use assets (7,765,482) -

- Deferred income 2,127,079 (46,246)

Cash generated from/(used in) operating activities 15,956,775 (8,302,343)

Payment for employee benefits 13 (29,554) (70,845)

Petroleum Subsidy Fund (PSF) 9 413,467 5,996,994

Interest on loans and receivables 9 225,145 282,110

Tax paid 12.2 (1,035,490) (1,396,209)

Withholding tax credit notes recovered 12.1.1 60,850 414,486

Withholding tax credit notes 12.2 (479,439) (463,149)

Net cash generated from/ (used in) operating activities 15,111,754 (3,538,956)

Cash flows from investing activities

Additions to right-of-use asset 5.21 (393,647) -

Additions to lease - (236,513)

Purchase of property, plant and equipment 17 (7,159,274) (9,809,517)

Purchase of intangible assets 16 (2,674) (6,861)

Interest on unclaimed dividend 9 98,438 81,498

Interest on deposits 9 87,072 386,982

Proceeds from disposal of property, plant and equipment 3,407,798 1,343,704

Net cash used in investing activities (3,962,287) (8,240,707)

Cash flows from financing activities

Interest on bank overdraft and loans 9 (6,893,098) (3,394,920)

Interest on import loans 9 (895,223) (1,066,017)

Payment on lease liabilities 5.21 (385,840) -

Trade finance loan 21 (3,437,635) 8,512,109

Unsecured bank loan 21 5,000,000 -

Dividends paid 14.1 (7,314,619) (2,997,605)

Net cash (used in)/ generated from financing activities (13,926,415) 1,053,567

Net decrease in cash and cash equivalents (2,776,948) (10,726,096)

Cash and cash equivalents at 1 January (16,054,454) 2,587,742

Effect of movement in exchange rates on cash held 821,267 (7,916,100)

24 (18,010,135) (16,054,454)Cash and cash equivalents as at year ended


39 #

TOTAL NIGERIA PLC

NOTES TO THE FINANCIAL STATEMENTS

1 The Company

Legal form:

Number Holdings Number Holdings

'000 % '000 %

Total Raffinage Marketing 209,560 61.72 209,560 61.72

Other shareholders 129,962 38.28 129,962 38.28

339,522 100.00 339,522 100.00

Principal activities

Description of business

2.0 Basis of preparation

2.1 Statement of compliance

2.2 Basis of measurement

2.3 Functional and presentation currency

Total Nigeria Plc. ("the Company") is a subsidiary of Total Raffinage Marketing ("the Parent Company") in France and

operates in the petroleum marketing and distribution business in Nigeria. the Company's registered office is situated

at:

These financial statements have been prepared on the historical cost basis except for the following;

- provision for employee benefits which has been measured at the present value of the obligation (Note 13)

The Company was incorporated as a private limited liability company in 1956 and was converted to a public company

in 1978. The merger of the Company with Elf Oil Nigeria Limited which commenced globally in November 1999 was

completed in Nigeria in 2002. With this development, the authorised, issued and fully paid share capital was

₦148,541,000 made up of 297,082,000 ordinary shares of 50k each. In 2003, to mark the completion of its corporate

mergers, Total Group worldwide reverted to its former name Total and adopted a new logo with a unifying design to

express its corporate ambition.

Accordingly, the Company changed its name from TotalFinaElf Nigeria Plc to Total Nigeria Plc in the same year. With

the capitalisation of the bonus issue of 42,440,228 ordinary shares of 50k each in March 2004, the authorised share

capital became ₦169,760,918 made up of 339,521,837 ordinary shares of 50k each. 61.72% of the Company's

ordinary shares were held by Total Societe Anonyme up until 2013 when a restructuring was concluded and Total

Raffinage Marketing became the shareholders of 61.72% of Total Nigeria Plc while the remaining 38.28% are held

by some members of the general public.

31 December 2019 31 December 2018

The principal activity of the Company is the blending of lubricants, sales and marketing of refined petroleum products

and solar products .

No shareholder, except as disclosed above, held more than 10% of the issued share capital of the Company as at 31

December 2019 (2018: Nil).

This is the first set of the Company's annual financial statements in which IFRS 16, leases have been applied. The

related changes to significant accounting policies are discussed in Note 5.21.

No. 4, Churchgate Street

Victoria Island

Lagos State

These financial statements are presented in Nigerian Naira (NGN), which is the Company's functional currency. All

financial information presented in Nigerian Naira have been rounded to the nearest thousand unless otherwise stated.

These financial statements have been prepared in accordance with the International Financial Reporting Standards

(IFRS) as issued by the International Accounting Standards Board (IASB) and in conformity with the Financial

Reporting Council (FRC) of Nigeria Act, 2011 and the Companies and Allied Matters Act, Cap C.20, Laws of the

Federation of Nigeria, 2004 (“CAMA”). They were approved by the Board of Directors on 13 May 2020.

40 #

TOTAL NIGERIA PLC


2.4

2.5

2.6

2.7

(a Judgement

(i)

(ii) Asset retirement obligation - Note 5.21(iv)

(b) Assumptions and estimation uncertainties

(i) Employee benefits

(ii) Incremental borrowing rate - Note 21(i)

Whether the Company is reasonably certain to exercise extension options contained in the leases.

Whether the Company will dismantle and remove its leasehold improvements on underlying asset or restore

Estimation of the applicable borrowing rates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are

recognised prospectively.

The directors have undertaken a review of the effect of material non-adjusting subsequent events on the Company's

business activities and have concluded that the Company would still be able to realise its assets and settle its

obligations as they fall due in the ordinary course of business and as such, these financial statements have been

prepared on a going concern basis. See Note 30 for details

The amount recognised in Note 13 of the financial statements as employee benefits - measurement of the

Company's employee benefits. This estimate relates to the discount rate, mortality and inflation rate applied in

the computation of the Company's liabilities.

Use of estimates and judgments

Information about judgements made in applying accounting policies that have the most significant effects on

amounts recognised in the financial statements are as follows;

Financial period

Cash held with Total Treasury - Note 24

Information about assumptions and estimation uncertainties at 31 December 2019 that have a significant risk of

resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year

includes;

Determining if balances held with Total Treasury meets the criteria for classification as cash and cash

equivalents.

In preparing these financial statements, the directors have made certain judgements, estimates and assumptions that

affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from these estimates.

These financial statements cover the financial period from 01 January 2019 to 31 December 2019, with corresponding

figures for the financial period from 01 January, 2018 to 31 December, 2018.

Other than events already disclosed in the various notes, there are no other significant events in the year that are

required to be disclosed.

Significant events and transactions

Going concern

41 #

TOTAL NIGERIA PLC


3

Date issued by

IASB

Effective date Periods beginning on or

after Summary of the requirements and assessment of impact

January 2020 Under existing IAS 1 requirements, companies classify a liability as current when

they do not have an unconditional right to defer settlement of the liability for at

least twelve months after the end of the reporting period. As part of its

amendments, the Board has removed the requirement for a right to be

unconditional and instead, now requires that a right to defer settlement must

have substance and exist at the end of the reporting period.

The company classifies a liability as non-current if it has a right to defer

settlement for at least twelve months after the reporting period. The Board has

now clarified that a right to defer exists only if the company complies with

conditions specified in the loan agreement at the end of the reporting period,

even if the lender does not test compliance until a later date.

This new requirement may change how companies classify rollover facilities,

with some becoming non-current. As a result, the classification of certain

economically-similar arrangements – e.g. term loans and rollover facilities –

could become aligned.

When these amendments were published in January, they were to apply

retrospectively for annual reporting periods beginning on or after 1 January

2022, with earlier application permitted.However, the Board has now proposed 3

deferring the effective date of these amendments by one year – i.e. from 2022 to

2023 – to provide companies with operational relief to allow more time to

implement the amendments and re-negotiate the covenants in their loan

agreements which, in current conditions, could take longer than initially

expected. Comments on the proposal are due by 3 June 2020.

Amendments

to IAS 1

Classification of

liabilities as

current or non-

current

1 January 2022

Early adoption is permitted

New standards and interpretations not yet adopted

Effective for the financial year commencing 1 January 2020

- Amendments to IAS 1 and IAS 8

Amendments to Standards and Interpretations are effective for annual periods beginning after 1 January 2020 and early application is permitted; however, the Company has not

applied the amended standards in preparing these financial statements. Those Amendments to Standards and Interpretations which may be relevant to the Company are set out

below.

Standard/Interpretation not yet

effective as at 31 December

2019

The directors are of the opinion that the impact of the application of the relevant standards and interpretations will be as follows:

Amendments

to IAS 1 and

IAS 8

Definition of

Material

October 2018 1 January 2020


The IASB refined its definition of material to make it easier to understand. It is

now aligned across IFRS Standards and the Conceptual Framework. The

changes in Definition of Material (Amendments to IAS 1 and IAS 8) all relate to a

revised definition of ‘material’ which is quoted below from the final amendments

"Information is material if omitting, misstating or obscuring it could reasonably be

expected to influence decisions that the primary users of general purpose

financial statements make on the basis of those financial statements, which

provide financial information about a specific reporting entity.”

The Board has also removed the definition of material omissions or

misstatements from IAS 8 Accounting Policies, Changes in Accounting

Estimates and Errors.

The amendments are effective from 1 January 2020 but may be applied earlier.

However, the Board does not expect significant change – the refinements are

not intended to alter the concept of materiality.

Conceptual

Framework

amendments

Amendments to

references to

conceptual

framework in the

IFRS Standards

March 2018 1 January 2020


The IASB decided to revise the Conceptual Framework because certain

important issues were not covered and certain guidance was unclear or out of

date. The revised Conceptual Framework, issued by the IASB in March

2018, includes:

• A new chapter on measurement;

• Guidance on reporting financial performance;

• Improved definitions of an asset and a liability, and guidance supporting these

definitions; and

• Clarifications in important areas, such as the roles of stewardship, prudence

and measurement uncertainty in financial reporting.

The IASB also updated references to the Conceptual Framework in IFRS

Standards by issuing Amendments to References to the Conceptual Framework

in IFRS Standards. This was done to support transition to the revised Conceptual

Framework for companies that develop accounting policies using the Conceptual

Framework when no IFRS Standard applies to a particular transaction. Although

we expect this to be rare, some companies may use the Framework as a

reference for selecting their accounting policies in the absence of specific IFRS

requirements. In these cases, companies should review those policies and apply

the new guidance retrospectively as of 1 January 2020, unless the new guidance

contains specific scope outs. the Company expects no significant impact on the

application of this standard.

Amendments

to IFRS 3

Definition of a

Business

October 2018 1 January 2020


Defining a business is important because the financial reporting requirements for

the acquisition of a business are different from the requirements for the purchase

of a group of assets that does not constitute a business. The proposed

amendments are intended to provide entities with clearer application guidance to

help distinguish between a business and a group of assets when applying IFRS

3. In October 2018 the IASB issued this amendment to make it easier for

companies to decide whether activities and assets they acquire are a business or

merely a group of assets. The amendments:

• Confirm that a business must include inputs and a process, and clarified that:

(i) the process must be substantive and (ii) the inputs and process must together

significantly contribute to creating outputs.

• Narrow the definitions of a business by focusing the definition of outputs on

goods and services provided to customers and other income from ordinary

activities, rather than on providing dividends or other economic benefits directly

to investors or lowering costs; and

• Add a test that makes it easier to conclude that a company has acquired a

group of assets, rather than a business, if the value of the assets acquired is

substantially all concentrated in a single asset or group of similar assets.

The amendments are effective for business combinations for which the

acquisition date is on or after the beginning of the first annual reporting period

beginning on or after 1 January 2020 and to asset acquisitions that occur on or

after the beginning of that period. Earlier application is permitted. the Company

expects no significant impact on the application of this standard.

42 #

TOTAL NIGERIA PLC


4

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a

change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s

estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its

assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance

fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the

carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset

has been reduced to zero. The Company presents right-of-use assets that do not meet the definition of investment

property and lease liabilities seperately in the statement of financial position.

The Company initially applied IFRS 16 Leases and IFRIC 23 from 1 January 2019. A number of other new standards are

also effective from 1 January 2019, but they do not have a material effect on the Company's financial statements. Refer

to Note 5.4 for details of impact of initial application of IFRIC 23.

The Company applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial

application is not recognised in retained earnings as at 1 January 2019. Accordingly, the comparative information

presented for 2018 is not restated i.e. it is presented, as previously reported, under IAS 17 and related interpretations.

The details of the changes in accounting policies are disclosed below. Additionally, the disclosure requirements in IFRS

16 have not generally been applied to comparative information.

On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which

transactions are leases. The Company applied IFRS 16 only to contracts that were previously identified as leases.

Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not assessed for whether there is a lease

under IFRS 16. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed

Definition of a lease

Previously, the Company determined at contract inception whether an arrangement was or contained a lease under

IFRIC 4 Determining whether an Arrangement contains a Lease. The Company now assesses whether a contact is or

contains a lease based on the definition of a lease as explained below.

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of

time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified

asset the Company uses the definition of a lease in IFRS 16. This policy is applied to contracts entered into, on or after 1

January 2019.

Policy applicable from 1 January 2019

A. As a lessee

As a lessee, the Company leases many assets including buildings, motor vehicles and office equipment. The Company

previously classified leases as operating leases based on its assessment of whether the lease transferred asset to the

Company. Under IFRS 16, the Company recognises right-of-use assets and lease liabilities for most of these assets i.e.

these leases are on the balance sheet.

At commencement or on modification of a contract that contains a lease component, the Company allocates the

consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the

leases of property the Company has elected not to separate non-lease components and account for the lease and non-

lease components as a single lease component. The right-of-use asset is initially measured at cost, which comprises the

initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any

initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the

underlying asset or the site on which it is located (where applicable), less any lease incentives received. The Company

recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the

end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the

lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the

right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis

as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if

any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,

the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount

rate.

The Company determines its incremental borrowing rate by obtaining interest rates from various external financing

sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

Changes in significant accounting policies

– fixed payments, including in-substance fixed payments;

– variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

– amounts expected to be payable under a residual value guarantee; and

– the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an

optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early

termination of a lease unless the Company is reasonably certain not to terminate early.

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TOTAL NIGERIA PLC


Short-term leases

B. As a lessor

i.

ii. As a lessor

When the Company acted as a lessor, it determined at lease inception whether each lease was a finance lease or an

operating lease. To classify each lease, the Company made an overall assessment of whether the lease transferred

substantially all of the risks and rewards incidental to ownership of the underlying asset. If this was the case, then the

lease was a finance lease; if not, then it was an operating lease. As part of this assessment, the Company considered

certain indicators such as whether the lease was for the major part of the economic life of the asset.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases. The Company

recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Company has tested its right-of-use assets for impairment on te date of the transition and has concluded that there

is no indication that the right-of-use assets are impaired.

The Company leases out trucks to its transporters and these are classified as finance leases.

The Company is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of

the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance

lease; if not, then it is an operating lease.

As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of

the economic life of the asset. When the Company is an intermediate lessor, it accounts for its interests in the head

lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use

asset arising from the head lease, not with reference to the underlying asset.

If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the

sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Company

applies IFRS 15 to allocate the consideration in the contract.

The Company applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease and

regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. The

Company recognises lease payments received under operating leases as income on a straightline basis over the lease

term as part of ‘other income’.

Generally, the accounting policies applicable to the Company as a lessor in the comparative period were not different

from IFRS 16 except for the classification of the sub-lease entered into during current reporting period that resulted in a

finance lease classification.

Policy applicable before 1 January 2019

Leases classified as operating leases under IAS 17

Previously, the Company classified building and motor vehicle leases as operating leases under IAS 17. On transition,

for these leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at

the Company’s incremental borrowing rate.

Right-of-use assets are measured at either;

- the carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the Company’s

incremental borrowing rate at the date of initial application: the Company applied this approach to its building leases; or

- an amount equal to the lease liability, adjusted for any prepaid or accrued lease payments: the Company applied this

approach to all other leases.

The Company has tested its right-of-use assets for impairment on the date of transition and has concluded that there is

no indication that the right-of-use assets are impaired.

The Company uses a number of practical expedients when applying IFRS 16 to leases previously classified as

operating leases under IAS 17. In particular, the Company;

- did not recognise right-of-use assets and liabilities for leases for which the lease term ends within 12 months of the

date of initial application (i.e. leases for residential spaces);

- excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application; and

- used hindsight when determining the lease term.

–– the purchaser had the ability or right to control physical access to the asset while obtaining or

controlling more than an insignificant amount of the output; or

–– facts and circumstances indicated that it was remote that other parties would take more than an insignificant amount

Changes in significant accounting policies (continued)

In the comparative period, as a lessee the Company classified leases that transferred substantially all of the risks and

rewards of ownership as finance leases. When this was the case, the leased assets were measured initially at an

amount equal to the lower of their fair value and the present value of the minimum lease payments. Minimum lease

payments were the payments over the lease term that the lessee was required to make, excluding any contingent rent.

Subsequent to initial recognition, the assets were accounted for in accordance with the accounting policy applicable to

that asset. Assets held under other leases were classified as operating leases and were not recognised in the

Company’s statement of financial position. Payments made under operating leases were recognised in profit or loss on

a straight-line basis over the term of the lease. Lease incentives received were recognised as an integral part of the

total lease expense, over the term of the lease.

As a lessee

price per unit of output.

amount of the output, and the price per unit was neither fixed per unit of output nor equal to the current market

For contracts entered into before 1 January 2019, the Company determined whether the arrangement was or contained

a lease based on the assessment of whether:

–– fulfilment of the arrangement was dependent on the use of a specific asset or assets; and

–– the arrangement had conveyed a right to use the asset. An arrangement conveyed the right to use the asset if

one of the following was met:

–– the purchaser had the ability or right to operate the asset while obtaining or controlling more

than an insignificant amount of the output;

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TOTAL NIGERIA PLC


5 Significant accounting policies

5.1 Foreign currency transactions

5.2 Revenue and other income

(i) Revenue recognition

Performance obligations and revenue recognition policies

(ii) Other income

The accounting policies set out below have been applied consistently to all periods presented in these financial

statements except as disclosed in Note 4.

Transactions denominated in foreign currencies are translated at the exchange rate on the transaction date. At

each reporting date, monetary assets and liabilities are translated at the closing rate. Non-monetary assets and

liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the

exchange rate when the fair value was determined. Non-monetary items that are measured based on historical

cost in a foreign currency translated at the exchange rate at the date of the transaction. Exchange differences are

recognised in profit or loss on a net basis as “Other income” (net foreign exchange gain) or “Other expenses” (net

foreign exchange loss).

Revenue streams

The Company generates revenue primarily from the sale of refined petroleum products and lubricants to its

customers (see Note 7). Other sources of revenue include sale of special fluids and solar products.

Revenue is measured based on the consideration specified in a contract with a customer. The Company

recognises revenue when it transfers control over a good or service to a customer. Revenue from the sale of non-

regulated products in the course of ordinary activities is measured at the fair value of the received consideration

or receivable, net of value adde tax, sales returns, trade discounts and volume rebates where applicable.

Revenue for regulated products is measured at the regulated price of the products net of standard distribution

cost directly recoverable from the prices of the regulated products.

The following table provides information about the timing of the satisfaction of performance obligations in

contracts with customers, including significant payment terms, and the related revenue recognition policies.

Nature and timing of satisfaction of

performance obligations, including

significant payment terms.

The Company recognises income from commission on sales at its bonjour shops as well as the rental of some of

its space. The period of occupancy is the basis upon which rental income is recognised and the lease term is

usually for 12 months. Rental income are for short term leases and are recognised in profit or loss on a straight

line basis over the term of the lease.

Customers obtain control of products when the

goods are delivered to and have been accepted

at their premises or picked up by the customer.

Invoices are generated and revenue is

recognised at that point in time. Credit sales are

due for collection within 30 days. This applies to

all sales products.

Revenue recognition policies

Revenue is recognised when the goods are delivered and have

been accepted by customers at their premises or picked up by

the customer.

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TOTAL NIGERIA PLC


5.3 Finance income and finance costs

– the gross carrying amount of the financial asset; or

– the amortised cost of the financial liability

5.4 Income taxes

Current taxes

The Company's finance income comprises interest income on bank balances and advances to

employees and reimbursement of any foreign exchange loss and/or interest from Petroleum Product

Pricing Regulatory Agency (PPPRA). Interest income on bank balances and advances to employees,

is recognised as it accrues in profit or loss, using the effective interest method.

PPPRA foreign exchange differentials arise when there is a difference between the CBN rate used for

imports and the rate per the PPPRA pricing template. Reimbursement of interest by PPPRA arise

when there is a delay in the payment of subsidy earned on import by PPPRA. Reimbursements of

foreign exchange loss and/or interest from PPPRA are classified under operating activities in the

Statement of Cash Flows while interest income on funds invested are classified under investing

activities.

Finance costs comprise interest expense on borrowings and unwinding of discount on provisions.

Interest expenses are recognised in profit or loss using the effective interest method.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or

receipts through the expected life of the financial instrument to:

Income tax expense comprises current tax (company income tax, tertiary education tax and Nigeria

Police Trust Fund levy) and deferred tax. It is recognised in profit or loss except to the extent that it

relates to a business combination, or items recognised directly in equity or in other comprehensive

income.

The Company had determined that interest and penalties relating to income taxes, including uncertain

tax treatments, do not meet the definition of income taxes, and therefore are accounted for under IAS

37 Provisions, Contingent Liabilities and Contingent Assets.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the

year, and any adjustment to tax payable or receivable in respect of previous years.

The amount of current tax payable or receivable is the best estimate of the tax amount expected to be

paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates

enacted or substantively enacted at the reporting date and is assessed as follows:

- Company income tax is computed on taxable profits (i.e the assessable profit after capital

allowances (tax depreciation) and brought forward losses (if any) have been considered)

- Tertiary education tax is computed on assessable profits (i.e the profit of the Company that is liable

to tax after exempting non-taxable income and subjecting to tax, expenses which were not wholly,

reasonably, exclusively or necessarily incurred for the operations of the Company, but before the

consideration of capital allowances and losses)

- Nigeria Police Trust Fund levy is computed on net profit (i.e. profit after deducting all expenses and

taxes from revenue earned by the company during the year)

Total amount of tax payable under CITA is determined based on the higher of two components

namely Company Income Tax (based on taxable income (or loss) for the year); and minimum tax.

Taxes based on profit for the period are treated as income tax in line with IAS 12.

Minimum tax

Minimum tax which is based on a gross amount is outside the scope of IAS 12 and therefore, are not

presented as part of income tax expense in the profit or loss.

In line with the Finance Act 2019, minimum tax is determined at a base rate of 0.5% of the qualifying

company’s gross turnover less franked investment income. The Finance Act defines gross turnover

as the gross inflow of economic benefits (cash, revenues, receivables and other assets) arising from

the operating activities of a Company, including sales of goods, supply of services, receipt of interest,

rents, royalties or dividends.

Where the minimum tax charge is higher than the Company Income Tax (CIT), a hybrid tax situation

exists. In this situation, the CIT is recognised in the income tax expense line in the profit or loss and

the excess amount is presented above the income tax line as minimum tax.

The Company offsets the tax assets arising from withholding tax (WHT) credits and current tax

liabilities if, and only if, the entity has a legally enforceable right to set off the recognised amounts,

and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The tax asset is reviewed at each reporting date and written down to the extent that it is no longer

probable that future economic benefit would be realised.

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TOTAL NIGERIA PLC


Deferred tax

The Company has applied IFRIC 23 by evaluating the cumulative effect of initially applying the

interpretation as an adjustment to the opening balance of retained earnings of the annual reporting

period. At the date of initial transition, there were no adjustments relating to uncertainty over income

taxes recorded in the opening balance of retained earnings. The Company in line with its Compliance

Framework, ensures the tax compliance outlook of its operations is in line with the enacted or

substantively enacted tax laws.

The Company’s judgements with respect to income taxes are based on the likelihoods that the tax

authority will accept an uncertain tax treatment that has been taken or is expected to be taken on its

tax returns. The Company specifically reviews whether its tax treatments are consistent with

requirements and recommendations of tax laws while ensuring its proper coverage of avoidable tax

risks and exposures in the process.

The Company measures the impact of the uncertainty using the method that best predicts the

resolution of the uncertainty; either the most likely amount method or the expected value method.

Furthermore, the judgements and estimates made to recognise and measure the effect of uncertain

tax treatments are reassessed whenever circumstances change or when there is new information that

affects those judgements.

Accounting for uncertain tax treatments under IFRIC 23

Deferred tax is recognised in respect of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a

business combination and that affects neither accounting nor taxable profit or loss;

– temporary differences related to investments in subsidiaries, associates and joint arrangements to

the extent that the Company is able to control the timing of the reversal of the temporary differences

and it is probable that they will not reverse in the foreseeable future; and

– taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible

temporary differences to the extent that it is probable that future taxable profits will be available

against which they can be used. Future taxable profits are determined based on the reversal of

relevant taxable temporary differences.

If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full,

then future taxable profits, adjusted for reversals of existing temporary differences, are considered,

based on the business plans of the Company. Deferred tax assets are reviewed at each reporting

date and are reduced to the extent that it is no longer probable that the related tax benefit will be

realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent

that it has become probable that future taxable profits will be available against which they can be

used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences

when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects

uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in

which the Company expects, at the reporting date, to recover or settle the carrying amount of its

assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

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TOTAL NIGERIA PLC


5.5 Earnings per share (EPS)

i Basic earnings per share

ii Diluted earnings per share

5.6 Property plant and equipment

i Recognition, derecognition and measurement

ii Subsequent costs

iii Depreciation

Type of asset Useful lives

‧ Motor vehicles 4 years

‧ Office equipment and furniture 4 years

‧ Computer equipment and other tangibles 4 - 20 years

‧ Plant, machinery and fittings 3 - 30 years

‧ Buildings 10 - 25 years

‧ Land Not depreciated

5.7 Intangible assets

i Recognition and measurement

ii Subsequent expenditure

iii Amortisation of intangible assets

5.8 Dividend payable

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average

number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.

Property, plant and equipment under construction are disclosed as work in progress. The cost of self-constructed assets includes the cost of

materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for their intended use including, where

applicable, the cost of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying

assets.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line

method over their estimated useful lives, and is generally recognised in profit or loss.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain

ownership by the end of the lease term.

Intangible assets are computer software and software licenses. These are capitalised on the basis of acquisition costs as well as costs incurred to

bring the assets to use.

Diluted earnings per share adjusts the figures used in the determination of Basic earnings per share to take into account the weighted average

number of additional shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components)

of property, plant and equipment.

Amortisation is calculated on the cost of the asset, or other amount substituted for cost, less its estimated residual value. Amortisation is

recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for

use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

Capital work in progress is not depreciated. The attributable cost of each asset is transferred to the relevant asset category immediately the asset

is available for use and depreciated accordingly.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the

carrying amount of property, plant and equipment, and are recognised in profit or loss.

Property, plant and equipment are derecognised on disposal or when it is withdrawn from use and no future economic benefits are expected from

its disposal.

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the

future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the

replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortisation and

accumulated impairment losses.

Property, plant and equipment are depreciated to their residual values using the straight-line method over their useful lives for current and

comparative periods as follows:

Computer software and software licences have estimated useful lives for the current and corresponding periods of 3 to 5 years.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific intangible asset to which it

relates. All other expenditure is recognised in profit or loss as incurred.

Intangible assets are derecognised upon sale. The gain or loss arising from the derecognition of an intangible asset shall be determined as the

difference between the net disposal proceeds, if any, and the carrying amount of the asset.

Property, plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses.

The cost of an item of property, plant and equipment shall be recognised as an asset if;

- it is possible that future economic benefits associates with the item will flow to the entity: and

- the cost of the item can be measured reliably.

The corresponding entry of any accrual made is in reserves and not in profit or loss.

An accrual is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or

before the end of the reporting period but not distributed at the end of the reporting period.

Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

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TOTAL NIGERIA PLC


5.9 Impairment

i Non-derivative financial assets

Financial instruments

The Company recognises loss allowances for Expected Credit Losses (ECLs) on financial assets measured

at amortised cost. The company also recognises loss allowances for ECLs on employee loan receivables

which are disclosed as part of trade and other receivables.

The Company measures loss allowances at an amount equal to lifetime ECLs, except for bank balances,

lease and loan receivables for which credit risk (i.e. the risk of default occurring over the expected life of

the financial instrument) has not increased significantly since initial recognition, which are measured at 12-

month ECLs. Loss allowance for trade receivables are always measured at an amount equal to lifetime

ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial

recognition and when estimating ECLs, the Company considers reasonable and supportable information

that is relevant and available without undue cost or effort. This includes both quantitative and qualitative

information and analysis, based on the Company’s historical experience and informed credit assessment

and including forward-looking information.The Company assumes that the credit risk on a financial asset has increased significantly if it is more than

90 days past due.

The company considers a financial asset to be in default when:

– the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the

Company to actions such as realising security (if any is held); or

– the financial asset is more than 180 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial

instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within

the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than

12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the

Company is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value

of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the

contract and the cash flows that the Company expects to receive).

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-

impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on

the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is

credit-impaired includes the following observable data:

– significant financial difficulty of the borrower or issuer;

– a breach of contract such as a default or being more than 180 days past due; or

– it is probable that the borrower will enter bankruptcy or other financial reorganisation.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying

amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable

expectations of recovering a financial asset in its entirety or a portion thereof. For customers, the Company

makes an assessment with respect to the timing and amount of write-off based on whether there is a

reasonable expectation of recovery. The Company expects no significant recovery from the amount written

off. However, financial assets that are written off could still be subject to enforcement activities in order to

comply with the Company’s procedures for recovery of amounts due.

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TOTAL NIGERIA PLC


5.9 Impairment (Cont'd)

ii Non financial assets

5.10 Financial instruments

i Recognition and initial measurement

ii Classification and subsequent measurement

Financial assets

Financial assets - Business model assessment

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than

inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such

indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash

flows from continuing use that are largely independent of the cash flows of other assets or Cash Generating

Units (CGUs).

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair

value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their

present value using a pre-tax discount rate that reflects current market assessments of the time value of

money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated

recoverable amount.

Impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that

the asset's carrying amount does not exceed the carrying amount that would have been determined, net of

depreciation or amortisation, if no impairment loss had been recognised.

Trade receivables issued are initially recognised when they are originated. All other financial assets and

financial liabilities are initially recognised when the Company becomes a party to the contractual provisions

of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial

liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly

attributable to its acquisition or issue. A trade receivable without a significant financing component is

initially measured at the transaction price.

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt

investment; FVOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its

business model for managing financial assets, in which case all affected financial assets are reclassified on

the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not

designated as at FVTPL:

- it is held within a business model whose objective is to hold assets to collect contractual cashflows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost or fair value through other comprehensive

income (FVOCI) as described above are measured at FVTPL. On initial recognition, the Company may

irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised

cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that

would otherwise arise.

The Company makes an assessment of the objective of the business model in which a financial asset is

held at a portfolio level because this best reflects the way the business is managed and information is

provided to management. The information considered includes:

- the stated policies and objectives for the portfolio and the operation of those policies in practice. These

include whether management’s strategy focuses on earning contractual interest income, maintaining a

particular interest rate profile, matching the duration of the financial assets to the duration of any related

liabilities or expected cash outflows or realising cash flows through the sale of the assets;

- how the performance of the portfolio is evaluated and reported to the Company’s management;

- the risks that affect the performance of the business model (and the financial assets held within that

business model) and how those risks are managed;

- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for

such sales and expectations about future sales activity.

Transfer of financial assets to third parties in transactions that do not qualify for derecognition are not

considered sales for this purpose consistent with the company's continiuing recognition of the assets.

Financial assets that are held for trading or are merged and whose performance is evaluated on a fair

value basis are measured at FVTPL.

Financial assets – Assessment whether contractual cash flows are solely payments of principal and

interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial

recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk

associated with the principal amount outstanding during a particular period of time and for other basic

lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

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TOTAL NIGERIA PLC


5.10 Financial instruments (cont'd)

iii

Financial assets

iv

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company

considers the contractual terms of the instrument. This includes assessing whether the financial asset

contains a contractual term that could change the timing or amount of contractual cash flows such that it

would not meet this condition. In making this assessment, the Company considers:

- contingent events that would change the amount or timing of cash flows;

- terms that may adjust the contractual coupon rate, including variable-rate features;

- prepayment and extension features; and

- terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the

prepayment amount substantially represents unpaid amounts of principal and interest on the principal

amount outstanding, which may include reasonable additional compensation for early termination of the

contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount,

a feature that permits or requires prepayment at an amount that substantially represents the contractual

par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional

compensation for early termination) is treated as consistent with this criterion if the fair value of the

prepayment feature is insignificant at initial recognition.

Financial assets – Subsequent measurement and gains and losses

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The

amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and

impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified

as at FVTPL if it is classified as held-for-trading, or it is designated as such on initial recognition. Financial

liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,

are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost

using the effective interest method. Interest expense and foreign exchange gains and losses are

recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the

financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in

which substantially all of the risks and rewards of ownership of the financial asset are transferred or in

which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and

it does not retain control of the financial asset. The Company enters into transactions whereby it transfers

assets recognised in its statement of financial position, but retains either all or substantially all of the risks

and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled,

or expire. The Company also derecognises a financial liability when its terms are modified and the cash

flows of the modified liability are substantially different, in which case a new financial liability based on the

modified terms is recognised at fair value. On derecognition of a financial liability, the difference between

the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or

liabilities assumed) is recognised in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of

financial position when, and only when, the Company currently has a legally enforceable right to set off the

amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability

simultaneously.

51 #

TOTAL NIGERIA PLC


5.11 Share capital

5.12 Statement of cash flows

5.13 Cash and cash equivalents

5.14 Inventories

The basis of costing inventories based on the product types are as follows:

The Company has only one class of shares namely ordinary shares. Ordinary shares are classified as

equity. When new shares are issued, they are recorded in share capital at their par value. The excess of

the issue price over the par value is recorded in the share premium reserve.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from

equity, net of any tax effects.

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes

directly attributable costs, net of any tax effects, is recognised as a deduction from equity.

The statement of cash flows is prepared using the indirect method. Dividends paid to ordinary shareholders

are included in financing activities. Interest paid is also included in financing activities while interest

received is included in investing activities. Foreign exchange differential and interest claim on Petroleum

Support Fund (PSF) are included in operating activities.

Cash and cash equivalents comprise cash on hand, cash balances with commercial banks and Total

Treasury as well as call deposits with original maturities of three months or less. Bank overdrafts that are

repayable on demand and form an integral part of the Company’s cash management are included as a

component of cash and cash equivalents for the purpose of the statement of cash flows. Bank overdrafts

are shown within borrowings in current liabilities on the statement of financial position.

Packaging Materials, Solar Lamps,

Lubricants, Greases, Special fuids and

Car care products

Weighted Average Cost

Inventories-in-transit Total purchase cost incurred at transaction date

Inventories are measured at the lower of cost and net realisable value. The cost of blended

products/lubricants includes an appropriate share of production overheads based on normal operating

capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated

costs of completion and selling expenses. Inventory values are adjusted for obsolete, slow-moving or

defective items.

Product Type Cost Basis

Refined Petroleum Products

(AGO, ATK, PMS, DPK, LPFO)

Weighted Average Cost

52 #

TOTAL NIGERIA PLC


5.15 Provisions

5.16 Employee benefits

i Defined contribution plan

Gratuity scheme

ii Other long-term employee benefits

iii Termination benefits

iv Short-term employee benefits

v Post-employment benefits

5.17 Government grant

In line with the provisions of the Pension Reform Act 2014, the Company has instituted a defined contribution pension

scheme for its permanent staff. Employees contribute 8% of their Basic salary, Transport and Housing Allowances to

the Fund on a monthly basis. The Company’s contribution is 10% of each employee’s Basic salary, Transport and

Housing Allowances. Staff contributions to the scheme are funded through payroll deductions while the Company’s

contribution is recognised in profit or loss as staff costs in the periods during which services are rendered by

employees.

The Company operates a gratuity scheme for its employees in service before January 2001. This is funded by the

Company on a monthly basis, at a rate of contribution of 9.5% of total annual emolument and paid to Fund Managers

chosen by each employee.

The Company's obligation are extinguished once the amounts have been transferred to the Fund Managers.

the Company’s other long-term employee benefits represents a Long Service Award scheme and the Total home

ownership scheme (TEHOS) which is a one-off payment upon tenth anniversary. These schemes are instituted for all

permanent employees. the Company’s obligations in respect of this scheme is the amount of future benefits that

employees have earned in return for their service in the current and prior periods. The benefit is discounted to

determine its present value. The discount rate is the yield at the reporting date on Federal Government of Nigeria

issued bonds that have maturity dates approximating the term of the Company’s obligation. The calculation is

performed using the Projected Unit Credit method. Remeasurements are recognised in profit or loss in the period in

which they arise. This Scheme is not funded. The obligations are paid out of the Company’s cash flows as and when

due.

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those

benefits and when the Company recognises costs for a restructuring. If benefits are not expected to be settled wholly

within 12 months of the end of the reporting period, then they are discounted.

Petroleum Products Pricing Regulatory Agency (PPPRA) subsidises the cost of importation of certain refined petroleum

products whose prices are regulated in the Nigerian market. The subsidies are recognised when there is reasonable

assurance that they will be recovered and the Company has complied with the conditions attached to receiving the

subsidy. The subsidies are recognised as a reduction to the landing cost of the subsidised petroleum product in the year

in which the Company makes the determination that all conditions have been met and the amount will be recovered.

Where the amounts relate to interest and foreign exchange differentials, they are recognised in profit or loss when there

is reasonable assurance that the amounts will be recovered. Refer to Note 5.3 for additional details on the subsidy.

The Company’s post-employment benefits represents a post-retirement medical coverage for five (5) on early

retirement or seven (7) years on normal retirement (i.e. at the retirement age of 60 years). These scheme are instituted

for all permanent employees and is provided after the completion of employment via the Health Insurance Scheme

offered third party providers. The Company's exposure under this arrangement is limited to premium payable to the

providers. The benefit is discounted to determine its present value. The discount rate is the yield at the reporting date on

Federal Government of Nigeria issued bonds that have maturity dates approximating the term of the Company’s

obligation. The calculation is performed using the Projected Unit Credit method. Remeasurements are recognised in

profit or loss in the period in which they arise. This Scheme is not funded. The obligations are paid out of the Company’s

cash flows as and when due.

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related

service is provided.

A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation

to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Provisions comprise liabilities for which the amount and the timing are uncertain. They arise from environmental risks,

legal and tax risks, litigation and other risks. A provision is recognised when the Company has a present obligation

(legal or constructive) as a result of a past event for which it is probable that an outflow of resources will be required and

when a reliable estimate can be made regarding the amount of the obligation. Provisions are determined by discounting

the expected future cash flow at a pre-tax rate that reflects current market assessment of the value and the risk specific

to the liability. The unwinding of the discount is recognised in profit or loss as a finance cost.

However, possible obligations depending on whether or not certain future events occur are disclosed as contingent

liabilities.

A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a

separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not

hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

53 #

TOTAL NIGERIA PLC


5.18 Operating Profit

5.19 Measurement of fair values

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

-

-

5.20 Fair value measurement

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during

which the change has occurred.

The Company has an established control framework with respect to the measurement of fair values. The Final Account

Manager (FAM) has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair

values, and reports directly to the Board of Directors.

The FAM regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as

broker quotes or pricing services, is used to measure fair values, then the FAM assesses the evidence obtained from

the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the

fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Audit

Committee and the Board of Directors.

When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation

techniques as follows:

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair

value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value

hierarchy as the lowest level input that is significant to the entire measurement.

Operating profit is the result generated from the continuing principal revenue producing activities of the Company as

well as other income and expenses related to operating activities. Operating profit excludes net finance costs and

income taxes.

Some of the Company’s accounting policies and disclosures require the determination of fair value, for both financial

and non-financial assets and liabilities.

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date in the principal or, in its absence, the most advantageous market

to which the Company has access at that date. The fair value of a liability reflects its non-performance risk. A number of

the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-

financial assets and liabilities. The Company measures the fair value of an instrument using the quoted price in an

active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with

sufficient frequency and volume to provide pricing information on an ongoing basis.

54 #

TOTAL NIGERIA PLC


5.21 Leases as lessee (IFRS 16)

i.

2019 ₦'000 ₦'000 ₦'000

- - -

7,765,482 958,047 8,723,529

7,765,482 958,047 8,723,529

393,647 71,848 465,495

(1,353,746) (310,233) (1,663,979)

6,805,383 719,662 7,525,045

ii.

2019 - Leases under IFRS 16 ₦'000

(112,685)

(1,663,979)

(115,004)Income from short term leases 207,800

2018 - Operating leases under IAS 17 ₦'000

Lease expense (1,093,342)Income from short term leases 208,083

iii.

2019 ₦'000

(393,647)

(385,840)

(779,487)

Payments on lease liabilities

Balance at 31 December

Amounts recognised in profit or loss

Interest on lease liabilities (Note 9)

Depreciation

Additions to right-of-use assets

Amounts recognised in statement of cash flows

Expenses relating to short-term leases

Motor

vehicles Total

Adjustment on initial application of IFRS 16

Depreciation charge for the year

The Company leases service stations and staff buses. Service Station leases typically run for a period of 10

years, with an option to renew the lease after that date. Option to renew is not legally enforceable as it is not

unilateral and requires the consent of both parties. Staff bus leases typically run for 5 years which is the useful life

of the asset.

Service station leases entered into are usually combined leases of land and buildings. Previously, these leases

were classified as operating leases under IAS 17 and disclosed as part of prepayments on the statement of

financial position.

The Company leases residential spaces with contract terms of one years. These leases are short term. The

Company has elected not to recognise right-of-use assets and lease liabilities for these leases. Information about

leases for which the Company is a lessee is presented below:

Right-of-use assets related to leased properties that do not meet the definition of investment property are

presented as a separate line item on the statement of financial position.

Right-of-use assets

Leasehold

buildings

Total cash outflow for leases

Balance at 1 January

Adjusted balance at 1 January

Additions to right-of-use assets

55 #

TOTAL NIGERIA PLC


iv.

v.

1-Jan-19

₦'000

958,047 958,047

1-Jan-19

₦'000

- 1,268,279

1,073,051

(115,004)

958,047

5.22

i.

2019₦'000

594,788

1,016,858

1,611,646

(137,485)

1,474,161

Leases as lessor

The Company has lease arrangements with its transporters consisting of leased trucks. These leases are

classified as a finance lease.

Net investment in the lease

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to

be received after the reporting date.

Unearned finance income

One to two years

Finance lease

The Company's service station lease agreements contain extension options exercisable by the Company. Where

practicable, the Company seeks to include extension options in its leases to provide operational flexibility. The

extension options held are exercisable only by the Company but require the consent of the lessors. The Company

assesses at lease commencement date whether it is reasonably certain to exercise the extension options

because the Company usually prepays its station leases for about 7 -10 years and due to the fact that the

decision to renew is usually based on the results of an economic evaluation of each individual service station

performance to determine if it is finanically viable to extend the lease. The directors have concluded that it is not

reasonably certain at commencement of the leases to determine whether or not the leases will be renewed.

The Company has estimated that there are no potential future lease payments as its current assessment is that it

is not probable that the lease extention option would be exercised.

The Company also estimates that obligations arising from termination of the lease are insignificant as moveable

assets are reassigned to other locations at minimal transport costs while immovable assets are expected to be

fully depreciated at the end of the lease term.

Total undiscounted lease receivable

Less than one year

Recognition exemption for short term leases

Discounted using the incremental borrowing rate at 1 January 2019

Extension options

Operating lease commitments at 31 December 2018 disclosed under IAS

17 in the Company's financial statements

Operating lease commitments at 1 January 2019

Lease liability recognised at 1 January 2019

Impact of transition on financial statements

On transition to IFRS 16, the Company recognised additional right-of-use assets and lease liabilities, with no

impact to retained earnings. The impact on tranisition is summarised below.

Right-of-use assets - motor vehicles

Lease liabilities

For impact of IFRS 16 on profit or loss for the period, see Note 5.21(ii).

When measuring lease liabilities for leases that were classified as operating leases, the Company discounted

lease payments using its incremental borrowing rate of 11.35%.

56 #

TOTAL NIGERIA PLC


6 Seasonality and Segment Reporting

Seasonality of Operations

The Company's operations are such that revenue and cost are not affected by the impact of seasonality.

Segment Reporting

Reportable Segment Operations

Network Sales to service stations

General Trade Sales to corporate customers excluding customers in the aviation industry

Aviation Sales to customers in the aviation industry

6.1 Segment profit or loss (key items)

NETWORK

GENERAL

TRADE AVIATION TOTAL

₦'000 ₦'000 ₦'000 ₦'000

Revenue 70% 204,524,042 21% 61,357,212 9% 26,295,948 100% 292,177,202

- Petroleum products 71% 171,185,200 18% 43,521,049 11% 26,295,948 100% 241,002,197

- Lubricant and others 65% 33,338,842 35% 17,836,163 0% - 100% 51,175,005

Gross profit 76% 26,639,033 21% 7,360,785 3% 1,051,541 100% 35,051,359

Finance income 85% 977,326 10% 126,477 4% 45,992 100% 1,149,795

Finance costs 85% (6,715,855) 10% (869,111) 4% (316,040) 100% (7,901,006)

Minimum taxation -268% 856,292 349% (1,118,292) 18% (57,512) 100% (319,512)

Income taxation -268% 1,265,011 349% (1,652,067) 18% (84,963) 100% (472,019)

Impairment loss on trade receivable 82% (185,525) 13% (29,413) 5% (11,313) 100% (226,251)

Depreciation 98% (4,675,901) 2% (95,128) 0% - 100% (4,771,328)

Amortisation 98% (18,852) 2% (384) 0% - 100% (19,237)

Depreciation of Right-of-use asset 98% (1,630,699) 2% (33,280) 0% - 100% (1,663,979)

NETWORK

GENERAL


₦'000 ₦'000 ₦'000 ₦'000

Revenue 74% 203,272,011 25% 76,996,974 9% 27,718,911 100% 307,987,896

- Petroleum products 66% 170,920,227 23% 60,188,570 11% 27,718,911 100% 258,827,708

- Lubricant and others 66% 32,351,784 34% 16,808,404 0% - 100% 49,160,188

Gross profit 72% 25,048,846 23% 7,845,355 5% 1,891,018 100% 34,785,220

Finance income 84% 5,667,971 11% 742,234 5% 337,379 100% 6,747,584

Finance costs 84% (3,747,187) 11% (490,703) 5% (223,047) 100% (4,460,937)

Taxation 57% (2,358,415) 37% (1,530,901) 6% (248,254) 100% (4,137,570)

Impairment loss on trade receivable -4% 37,409 38% (355,384) 66% (617,246) 100% (935,221)

Depreciation and amortisation 98% (4,230,521) 2% (106,766) 0% (369) 100% (4,337,656)

31 December 2019

31 December 2018

The following summary describes the operations of each reportable segment.

Products and services from which reportable segments derive their revenues

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The Board has given the Company's Chief Executive Officer (CEO) the power to assess the financial performance and position of the Company, allocate resources and make strategic

decisions. Segment reports that are reported to the CEO includes items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Information reported to the Company's CEO for the purposes of resource allocation and assessment of segment performance is focused on the sales channels for the company's

products (petroleum products, lubricants and others). The principal sales channels are Network, General Trade and Aviation. The Company's reportable segments under IFRS 8 are

therefore as follows: Network, General Trade and Aviation.

Segment revenue reported below represents revenue generated from external customers. There were no inter-segment sales in the current period (2018: Nil). Performance is

measured based on segment which correspond with IFRS amounts in the Financial Statement.

57 #

TOTAL NIGERIA PLC


6.2 Segment assets and liabilities

NETWORK

GENERAL


₦'000 ₦'000 ₦'000 ₦'000

Non-current assets 78% 35,957,395 17% 7,836,868 5% 2,304,961 100% 46,099,224

Inventories 62% 20,858,344 29% 9,756,322 9% 3,027,824 100% 33,642,490

Receivables and prepayments 80% 36,650,626 7% 3,206,930 13% 5,955,727 100% 45,813,283

Cash and cash equivalents1

70% 5,762,914 21% 1,728,874 9% 740,946 100% 8,232,734

ASSETS 99,229,279 22,528,994 12,029,458 133,787,731

Addition to non-current assets 78% 2,722,858 17% 593,443 5% 174,543 100% 3,490,844

Payables, deferred income, employee benefits

and current tax liabilities 70% 41,759,417 20% 11,931,262 10% 5,965,631 100% 59,656,310

Borrowings1

70% 27,914,114 21% 8,374,234 9% 3,588,958 100% 39,877,306Non-current liabilities (less non-current portion of

lease liabilities) 69% 3,572,538 21% 1,087,295 10% 517,759 100% 5,177,592

Lease liabilities 100% 756,739 0% - 0% - 100% 756,739

LIABILITIES 74,002,808 21,392,791 10,072,348 105,467,947

NETWORK

GENERAL


₦'000 ₦'000 ₦'000 ₦'000

Non-current assets 79% 33,600,098 15% 6,483,559 6% 2,524,723 100% 42,608,380

Inventories 62% 18,628,010 29% 8,713,101 9% 2,704,066 100% 30,045,177

Receivables and prepayments 52% 27,962,068 41% 22,047,015 7% 3,764,125 100% 53,773,208

Cash and cash equivalents1

66% 4,024,193 25% 1,521,068 9% 548,757 100% 6,094,018

ASSETS 84,214,369 38,764,743 9,541,670 132,520,783

Addition to non-current assets 79% 5,418,631 15% 1,045,593 6% 407,158 100% 6,871,382

Payables, deferred income and current tax

liabilities 73% 45,073,482 22% 13,373,697 5% 3,316,331 100% 61,763,510

Borrowings1

66% 22,597,582 25% 8,541,454 9% 3,081,508 100% 34,220,544

Non-current liabilities 95% 5,499,317 3% 199,625 2% 106,899 100% 5,805,841

LIABILITIES 73,170,381 22,114,776 6,504,738 101,789,895

6.3 Geographic information

NIGERIA CONGO CAMEROON NIGER GABON TOTAL

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Revenue 292,177,202 - - - - 292,177,202

Cost of Sales (257,125,843) - - - - (257,125,843) Gross Profit 35,051,359 - - - - 35,051,359

NIGERIA CONGO CAMEROON NIGER GABON TOTAL

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Revenue 307,244,803 293,523 409,894 19,003 20,672 307,987,896

Cost of Sales (272,629,097) (232,585) (302,904) (17,541) (20,549) (273,202,676) Gross Profit 34,615,706 60,938 106,990 1,462 123 34,785,220

The Company does not hold non-current assets in these foreign countries.

The Company is domiciled in Nigeria. During the year, no products were sold to any of its affiliates in Congo, Cameroon, Niger and Gabon.

The geographic information analyses the Company’s revenue and cost of sales by the Company’s country of domicile and other countries.

31 December 2019

31 December 2018

31 December 2018

1For the purpose of monitoring segment performance and allocating resources between segments, cash and borrowings are allocated to reportable segments on the basis of the

revenues earned by individual segments.

31 December 2019

58 #

TOTAL NIGERIA PLC


FOR THE YEAR ENDED

7 Revenue

Revenue generated from the Company's revenue streams are as follows;

31 December 31 December2019 2018

₦'000 ₦'000

241,002,197 258,827,708

51,175,005 49,160,188

292,177,202 307,987,896

8 Auditor's remuneration

The analysis of auditors' remuneration is as follows:


2019 2018

₦'000 ₦'000

45,034 36,023

Total audit fees 45,034 36,023

Total fees 45,034 36,023

8.1


2019 2018

₦'000 ₦'000

Tax services 132,759 156,352

Information technology services 710,224 673,118

Litigation services 66,731 111,300

Recruitment and remuneration services 5,925 11,683

Air Total International subrogation fees 71,360 148,949

Product supply fees and certifications 100,207 117,382

Other services 26,022 47,770

1,113,228 1,266,554

9 Net finance (costs)/ income


Finance income: ₦'000 ₦'000

Petroleum Subsidy Fund (PSF) 413,467 5,996,994

Petroleum Products Pricing Regulatory Agency 325,673 -

Interest on unclaimed dividend 98,438 81,498

Interest on loans and receivables 225,145 282,110

Interest on deposits 87,072 386,982

Total finance income 1,149,795 6,747,584

Finance costs:

Interest on lease liabilities (112,685) -

Interest on import loans (895,223) (1,066,017)

Interest on bank overdrafts and loans (6,893,098) (3,394,920)

Total finance costs (7,901,006) (4,460,937)

Net finance (costs)/ income (6,751,211) 2,286,647

The auditors did not provide any non-audit services during the year.

Statutory audit fees

Fees paid to professional consultants

Petroleum products

Lubricants and others

The above revenue streams are recognised at a point in time.

59 #

TOTAL NIGERIA PLC


10 Other income and other expenses31 December 31 December

2019 201810.1 Other income ₦'000 ₦'000

Network income1

281,887 247,925

Other sundry income2

- 1,978

Gain on disposal of property, plant and equipment 2,763,151 1,201,521

Net foreign exchange gain 292,744 -

3,337,782 1,451,424

10.2 Other expenses

Net foreign exchange loss - 1,324,883

- 1,324,883

11 Expenses by nature


2019 2018

₦'000 ₦'000

Changes in inventory of lubes, greases and refined products 253,290,225 269,259,591

Custom duties 2,077,043 1,999,241

Transport of supplies 1,758,575 1,943,844

Distribution costs 3,838,780 4,470,363

Staff costs (Note 32(iii)) 8,805,779 8,815,810

Depreciation (Note 17) 4,771,328 4,306,166

Depreciation - Right-of-use asset (Note 5.21) 1,663,979 -

Amortisation of software (Note 16) 19,237 31,490

Rent 168,088 775,283

Technical assistance and management fees (Note 31.2) 2,081,736 -

Maintenance expenses 1,435,341 1,289,090

Motor fuels and travelling expenses 1,312,712 1,304,863

Communication, computer and stationery expenses 346,394 405,596

Directors' remuneration (Note 31.3) 327,618 248,508

Bank charges 107,223 80,973

Business promotion and publicity 601,422 558,319

Other expenses 52,527 109,005

Security & guarding 290,711 280,235

Write back of impairment allowance - (935,221)

Bad debts written off 58,168 572,595

Fees paid to professional consultants (Note 8.1) 1,113,228 1,266,554

Purchase of consumables 108,833 102,879

Insurance 284,483 167,384

Service charge 153,896 145,809

Levies 435,520 150,447

Entertainment expenses 76,309 67,990

Engineering studies 242,823 165,272

Auditor's Remuneration (Note 8) 45,034 36,023

Total cost of sales, selling & distribution costs and administrative expenses 285,467,012 297,618,109

1Network income represents income from Bonjour shop, rent, vendor management fees and other miscellaneous income.

Rental income for the year ended 31 December 2019: ₦207.8 million (2018: ₦208.08 million)

2Other sundry income relates to royalties received from dealers for services rendered at the stations different from the

Company's core line of business.

60 #

TOTAL NIGERIA PLC


12 Company Income Tax

Income tax expense

Minimum Tax

12.1.1 Amounts recognised in profit or loss


2019 2018

₦'000 ₦'000Current tax expenses:

Company Income Tax (CIT) 1,167,993 1,368,234

Tertiary Education Tax (TET) 112,158 222,004

Capital gains tax 994 105,043

Nigeria Police Trust Fund Levy (NPTF)1 130 -

Current year tax expense 1,281,275 1,695,281

Withholding tax credit notes recovered (60,850) (414,486)

1,220,425 1,280,795

Deferred tax

Origination and reversal of temporary differences (Note 12.3) (748,406) 2,856,775

472,019 4,137,570

12.1.2 Reconciliation of effective tax rate


2019 2018

₦'000 ₦'000

Profit before tax 3,070,510 12,098,463

Income tax using the statutory tax rate (30%) 30% 921,153 3,629,539

Effect of tertiary education tax rate (2%) 61,410 241,969

Capital gains tax 994 105,043

Nigeria Police Trust Fund Levy (NPTF) 130 -

Non-deductible expenses 133,062 277,761

Non-taxable income (386,993) -

Tax incentives (61,728) (150,812)

Withholding tax credit notes recovered (60,850) (414,486)

Changes in prior year estimate (120,396) 387,528

Other differences (52,947) 316

Difference in CIT and TET rates 38,184 60,712

472,019 4,137,570

12.1.3 Minimum tax payable by the company 31 December 31 December

2019 2018

₦'000 ₦'000

Gross turnover 297,501,090 -

Minimum tax @ 0.5% 1,487,505 -

Companies income tax expense 1,167,993 -

Minimum tax 319,512 -

1,487,505 -

12.2 Movement in current tax liability 31 December 31 December

2019 2018

₦'000 ₦'000

Balance as at 1 January 141,094 305,171

Net provision for the year (Note 12.1.1) 1,281,275 1,280,795

Minimum tax (Note 12.1.3) 319,512 -

Payments during the year (1,035,490) (981,723)

Withholding tax credit notes (479,439) (463,149)

Balance as at 31 December 226,952 141,094

1The Nigerian Police Trust Fund (Establishment) Act, 2019 imposes a levy of 0.005% of the net profit of companies

operating business in Nigeria.

The Company has applied the provisions of the Companies Income Tax Act and the Finance Act 2019 that mandates a

minimum tax assessment, where a tax payer's tax liability based on taxable profit is less than the minimum tax liability.

The Company's assessment based on the minimum tax legislations for the year ended 31 December 2019 is ₦319.51

million (2018; NIL).

The tax charge for the year has been computed after adjusting for certain items of expenditure and income, which are

not deductible or chargeable for tax purposes and comprises:

The Directors believe that the tax liabilities recognised represents best estimate based on their interpretation of the tax

law.

61 #

TOTAL NIGERIA PLC


12.3 Deferred taxation

Deferred tax assets and liabilities are attributable to the following;

31 December 31 December 31 December 31 December 31 December 31 December

2019 2018 2019 2018 2019 2018

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Property, plant and equipment - - (5,114,650) (5,674,706) (5,114,650) (5,674,706)

Provision for doubtful debts 343,630 150,834 - - 343,630 150,834

Provision for employee benefits 205,074 139,330 - - 205,074 139,330

Provision for inventory 24,583 24,583 - - 24,583 24,583

Lease provisions 11,865 - - - 11,865 -

Net unrealised foreign exchange differences - - (92,528) (10,473) (92,528) (10,473)

585,152 314,747 (5,207,178) (5,685,179) (4,622,026) (5,370,432)

Movement in deferred tax balances during the year;

Balance

1 January

2018

Recognised in

profit or loss

Recognised in

equity

Balance

31 December

2018

Recognised in

profit or loss

Balance

31 December

2019

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Property, plant and equipment (4,320,060) (1,354,646) - (5,674,706) 560,057 (5,114,649)

Provision for doubtful debts 495,603 (224,373) (120,396) 150,834 192,796 343,630

Provision for employee benefits 133,808 5,522 - 139,330 65,743 205,073

Provision for inventory 24,583 - - 24,583 - 24,583

Lease provisions - - - - 11,865 11,865

Net unrealised foreign exchange differences 1,272,804 (1,283,277) - (10,473) (82,055) (92,528)

(2,393,262) (2,856,774) (120,396) (5,370,432) 748,406 (4,622,026)

12.4 The charge for income tax in these financial statements is based on the provisions of the Companies Income Tax Act CAP C21 LFN 2004 (as amended),

the tertiary education tax charge is based on the Tertiary Education Trust Fund Act, 2011 and the Nigeria Police Trust Fund (Establisment) Act 2019.

Assets Liabilities Net

62 #

TOTAL NIGERIA PLC


13

14 Dividends

Declared dividends

The following dividends were declared by the Company during the year.


2019 2018

₦'000 ₦'000

Final dividend:

₦6.71 per qualifying ordinary share (2018: ₦14.00) 2,278,192 4,753,306

Interim dividend:

₦0.00 per qualifying ordinary share (2018: ₦3.00) - 1,018,566

2,278,192 5,771,872

14.1 Dividend payable 31 December 31 December

2019 2018

₦'000 ₦'000

Balance as at 1 January 4,736,627 2,022,830

Final dividend (prior year) 4,753,306 4,753,306 Interim dividend (current year) - 1,018,566

9,489,933 7,794,702

Forfeited dividend (Note 14.1(a)) (63,223) (60,470)

Dividend paid (7,314,619) (2,997,605)

Balance as at 31 December 2,112,091 4,736,627

(a) By the provision of Section 385 of the Companies and Allied Matters Act (CAMA) 1990, dividend which remain unclaimed for 12

years stand forfeited.

c) Post employment medical benefits - A post-retirement medical coverage is extended to ex-staff for five (5) years on early

retirement or seven (7) years on normal retirement (i.e. at the retirement age of 60 years). Provision as at 31 December 2019

relating to future obligations is ₦29.92 million.

Employee benefits

Provision for employee benefits as at 31 December 2019 was ₦640.85 million (2018: ₦435.41 million) with a non-current portion of

₦555.57 million (2018: ₦435.41 million) and a current portion of ₦85.29 million.

Employee benefits represents the Company's liability for:

a) Long service awards - Staff who have attained the milestones for the specified number of years of service in the Company (i.e.

10 years, 15 years and 20 years) are rewarded with cash and gift items as long service awards. An additional provision of ₦97.37

million has been made during the year ended 31 December 2019 (2018: ₦88.10 million). See note 32 (iii). Payment of ₦29.55

million (2018: ₦70.85 million) was made to qualifying employees during the year.

b) Home ownership scheme - Under the home ownership scheme, qualifying staff are entitled to a grant which is a one-off

payment upon tenth anniversary. Provision as at 31 December 2019 relating to future obligations is ₦107.71 million.

63 #

TOTAL NIGERIA PLC


15 Earnings per share (EPS)

Basic earnings per share

The Company has no dilutive potential ordinary shares and as such, diluted and basic earnings per share are the same.


2019 2018

Earnings

Profit for the year attributable to shareholders (expressed in Naira) 2,278,979,165 7,960,893,500

Number of shares

339,521,837 339,521,837

6.71 23.45

16 Intangible assets

The movement on these accounts were as follows:

Cost ₦'000

Balance as at 1 January 2018 398,735

Additions 6,861

Disposals -

Balance as at 31 December 2018 405,596

Balance as at 1 January 2019 405,596

Additions 2,674

Reclassification (Note 17) 22,566

Disposals -

Balance as at 31 December 2019 430,836

Amortisation

Balance as at 1 January 2018 (348,163)

Additions (31,490)

Disposals -

Balance as at 31 December 2018 (379,653)

Balance as at 1 January 2019 (379,653)

Charge for the year (19,237)

Reclassification (Note 17) (20,216)

Disposals -

Balance as at 31 December 2019 (419,106)

Carrying amount

At 1 January 2018 50,572

At 31 December 2018 25,943

At 31 December 2019 11,730

1Amortisation of intangible assets are included in administrative expenses in Profit or Loss.

Computer software

and software

licensing

Basic earnings per share of ₦6.71 (2018: ₦23.45) is based on profit attributable to ordinary shareholders of ₦2.28 Billion (2018:

₦7.96 Billion), and on the 339,521,837 ordinary shares of 50 kobo each, being the weighted average number of ordinary shares in

issue during the year (2018: 339,521,837 ordinary shares).

Weighted average ordinary shares of 50 kobo each

Basic earnings per 50 kobo share (expressed in Naira)

The denominators for the purposes of calculating basic earnings per share are based on issued and paid ordinary shares of 50

kobo each as at 31 December 2019.

64 #

TOTAL NIGERIA PLC


17 Property, plant and equipment

The movement on these accounts were as follows:

Total

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Cost

Balance as at 1 January 2018 4,777,689 13,782,542 14,484,121 554,630 13,106,545 1,714,009 4,157,900 52,577,436

Additions 15,167 87,264 989,490 3,271 419,322 429,945 7,865,058 9,809,517

Transfers (Note 17.1) 89,807 1,574,739 2,593,395 18,915 1,116,766 532,236 (6,068,927) (143,069)

Disposals - (117,014) (159,231) (345) (96,826) (37,503) - (410,919)

Reclassification to assets held-for-sale - 21,261 257,119 5,992 85,145 52,055 - 421,572

Balance as at 31 December 2018 4,882,663 15,348,792 18,164,894 582,463 14,630,952 2,690,742 5,954,031 62,254,537

Balance as at 1 January 2019 4,882,663 15,348,792 18,164,894 582,463 14,630,952 2,690,742 5,954,031 62,254,537

Additions 176,842 37,600 87,745 - 236,563 369,677 6,250,847 7,159,274

Transfers (Note 17.1) 29,657 1,936,658 2,468,689 28,479 620,580 189,766 (5,393,572) (119,743)

Disposals (647) (660,742) (1,512,997) (143,304) (679,326) (105,871) - (3,102,887)

Reclassification * (389,033) 460,531 1,545,174 - (1,642,213) 2,975 - (22,566)

Balance as at 31 December 2019 4,699,482 17,122,839 20,753,505 467,638 13,166,556 3,147,289 6,811,306 66,168,615

Accumulated depreciation and impairment

Balance as at 1 January 2018 (604,587) (4,722,875) (8,317,438) (553,979) (8,900,932) (957,810) - (24,057,621)

Charge for the year (84,139) (654,692) (1,505,816) (17,704) (1,609,331) (434,484) - (4,306,166)

Eliminated on disposals - 62,164 156,951 345 72,431 37,503 - 329,394

Reclassification to assets held-for-sale - (8,313) (209,873) (5,978) (68,941) (52,055) - (345,160)

Charge on assets reclassed held for sale - (926) (12,128) (7) (6,267) - - (19,328)

Balance as at 31 December 2018 (688,726) (5,324,642) (9,888,304) (577,323) (10,513,040) (1,406,846) - (28,398,881)

Balance as at 1 January 2019 (688,726) (5,324,642) (9,888,304) (577,323) (10,513,040) (1,406,846) - (28,398,881)

Charge for the year - (832,313) (1,671,076) (18,694) (1,716,893) (532,352) - (4,771,328)

Eliminated on disposal - 497,122 1,319,878 137,496 434,576 69,168 - 2,458,240

Reclassification * 2,320 (2,320) 102,693 - (82,477) - - 20,216

Charge on assets reclassed held for saleBalance as at 31 December 2019 (686,406) (5,662,153) (10,136,809) (458,521) (11,877,834) (1,870,030) - (30,691,753)

Carrying amountAt 1 January 2018 4,173,102 9,059,667 6,166,683 651 4,205,613 756,199 4,157,900 28,519,815

At 31 December 2018 4,193,937 10,024,150 8,276,590 5,140 4,117,912 1,283,896 5,954,031 33,855,656

At 31 December 2019 4,013,076 11,460,686 10,616,696 9,117 1,288,722 1,277,259 6,811,306 35,476,862

No impairment was recognised on items of property, plant and equipment during the year (2018: Nil).

* Items of PPE were reclassified to intangible assets (See Note 16)

17.1

Motor

vehicles

Capital

work in

progress

Plant,

machinery

and fittingsBuildings

Computer

equipment and

other tangiblesLand

Office

equipment

and

furniture

No item of property, plant and equipment has been pledged as security.

Transfers represent additions to other categories of PPE as well as from period's work-in-progress as they become completed.

Capital work in progress (CWIP) items include construction and other tangible asset awaiting completion. Major additions relate to solar stations campaign, upgrade of depot, acquisition of

computer hardware, generators, motor vehicles, upgrade of information technology infrastructure, structural and civil upgrade of stations as well as integrity test of multi-product pipeline.

Included in transfers from CWIP are right-of-use assets for which lease arrangements were finalised and became effective during the year.

65 #

TOTAL NIGERIA PLC


18 Inventories

Inventories comprise:


2019 2018

₦'000 ₦'000

Raw materials 8,170,792 4,512,056

Goods in transit 3,225,515 2,956,259

Finished goods 20,457,044 21,243,097

Consumable equipment and spares 1,789,139 1,333,765

33,642,490 30,045,177

18.1 Movement in write down of inventories


₦'000 ₦'000

400,967 402,333

141,457 22,533

(36,865) (23,899)

505,559 400,967

19 Trade and other receivables (Current) 31 December 31 December

2019 2018

₦'000 ₦'00023,170,237 24,494,941

618,380 669,054

23,788,617 25,163,995

Net investment in finance lease (Note 19.1.1) 549,691 1,540,645

Advance on letters of credit 2,161,136 4,616,913

Bridging claims 9,602,701 9,814,009

Due from regulators (government entities) 325,673 6,248,648

Unclaimed dividends 1,977,678 1,743,332

Employee receivables 432,966 727,873

Advance to supplier 5,407,340 1,202,439

Other receivables 1,188,785 949,916

21,645,970 26,843,775

45,434,587 52,007,770


19.1 Trade and other receivables (Non-current) 2019 2018

Non-current portion of trade and other receivables comprise: ₦'000 ₦'000

Employee receivables 1,706,446 847,164

Net investment in finance lease (Note 19.1.1) 924,470 677,676

Advance for PPE 454,671 -

3,085,587 1,524,840

19.1.1


2019 2018

₦'000 ₦'000Gross investment in finance lease receivable 1,611,645 3,077,321

Unearned finance income (137,485) (859,000)Net investment in finance lease 1,474,160 2,218,321


2019 2018

₦'000 ₦'000

Less than one year (Note 19) 549,691 1,540,645

Between one and three years (Note 19.1) 924,470 677,676

1,474,160 2,218,321

In 2019, inventories amounting ₦253.29 billion (2018: ₦269.26 billion) were recognised as an expense during the year and included in 'cost of

sales'.

2Reversal of prior year write down arose because alternatives uses were found for the products.

The Company has a short term operating lease arrangements with third parties for the use of designated spaces within its service stations.

These leases run for 12 months or less. See Note 5.21 for amounts recognised in profit or loss.

Net investment in finance lease

Total other receivables

The Company leases transport equipment to some of its transporters under a finance lease arrangement. The lease term is between three to

five years, with options to extend. The finance lease receivables at the end of the reporting period are neither past due nor impaired. At 31

December 2019, the carrying amount of leased equipment was ₦1.47 billion (2018: ₦2.22 billion). The carrying amount of the finance lease

receivables approximates their fair value and may be analysed as follows:

Finance lease receivable

Reversal of write downs from previous periods2

Balance as at 31 December

Due from related parties (Note 31.2)

1During the year, amounts of ₦141.5 million (2018: ₦22.5 million) were written down and recognised in cost of sales.

No item of inventory was pledged as securities for liabilities during the year.

Balance as at 1 January

Total trade receivables

Customers account

Write down of inventory1

66

#

TOTAL NIGERIA PLC


19.2


2019 2018

₦'000 ₦'000

19,458,417 17,837,562

3,907,304 5,414,358

422,896 1,003,324

- 908,751

23,788,617 25,163,995

19.3

20 Prepayments


2019 2018

₦'000 ₦'000

Current

Prepaid rent* 35,436 664,794

Employee advances 343,260 1,100,644

378,696 1,765,438

Non-current

Long term prepaid network assets - 7,109,652

Prepaid rent - 92,289

Total non-current prepayment - 7,201,941

Total prepayments 378,696 8,967,379

31 December

2018

₦'000

Cost 12,853,557

Accumulated amortisation (5,088,075)

7,765,482

Above 180 days past due

0 - 90 days past due

Neither past due nor impaired

As at 31 December 2019, the ageing of trade receivables that were not impaired was as follows:

91 - 180 days past due

Non-current and current prepayments mainly represent long term prepaid network assets, advance payment for rent and insurance expenses.

Lease contracts on rents for current year are now recognised as right-of-use assets.

Ageing of impairments

*Prepaid rent are short-term leases for which the company has elected not to recognise ROU asset.

As at 31 December 2018, prepayments included the following amounts where the Company was a lessee under operating leases.

Management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full based on the historical

payment pattern and extensive analysis of customer credit risk.

The Company considers its receivables to be impaired when normal collection methods fail and the receivables are referred to the legal

team/collection agents.

67

#

TOTAL NIGERIA PLC

NOTES TO THE FINANCIAL STATEMENTS31 December 31 December

2019 2018

21 Loans and borrowings ₦'000 ₦'000

(i) Current liabilities

26,242,869 22,148,472

Unsecured bank loan 5,000,000 -

8,634,437 12,072,072

Total borrowings 39,877,306 34,220,544

(ii) Lease liabilities

394,147 -

362,592 -

Bank

overdrafts

Other loans

and

borrowings

Lease

liabilities Total

₦'000 ₦'000 ₦'000 ₦'000

22,148,472 12,072,072 958,047 35,178,591

Additional borrowings - 5,000,000 - 5,000,000

Repayment of borrowings - (3,437,635) - (3,437,635)

Payment of lease liabilities - - (385,840) (385,840)

Interest paid (6,893,098) (895,223) - (7,788,321)

(6,893,098) 667,142 (385,840) (6,611,796)

Other changes

Change in bank overdraft 4,094,397 - - 4,094,397

New leases - - 71,848 71,848

Interest expense 6,893,098 895,223 112,684 7,901,005

10,987,495 895,223 184,532 12,067,250

26,242,869 13,634,437 756,739 40,634,045

Bank

overdrafts

Other loans

and

borrowings

Lease

liabilities Total

₦'000 ₦'000 ₦'000 ₦'000

Balance at 1 January 2018 9,575,060 3,559,963 - 13,135,023

Additional borrowings - 8,512,109 - 8,512,109

Interest paid (3,394,920) (1,066,017) - (4,460,937)

(3,394,920) 7,446,092 - 4,051,172

Other changes

Change in bank overdraft 12,573,412 - - 12,573,412

Interest expense 3,394,920 1,066,017 - 4,460,937

15,968,332 1,066,017 - 17,034,349

22,148,472 12,072,072 - 34,220,544

-

-

-

-

i. Terms and repayment schedule

Currency

Nominal

interest rate

Year of

maturity Face value

Carrying

amount Face value

Carrying

amount

₦'000 ₦'000 ₦'000 ₦'000

Lease liabilities NGN 11.35% 2020 - 2022 857,166 756,739 - -

Unsecured bank loans NGN 11.00% 2020 5,000,000 5,000,000 - -

Bank overdraft NGN 14.75% 2020 26,242,869 26,242,869 22,148,472 22,148,472

32,100,035 31,999,608 22,148,472 22,148,472

Trade finance loan represents short term borrowings obtained to fund letters of credits for product importation.

Balance at 1 January 2019 (Adjusted)

20182019

Current portion of lease liabilities

The terms and conditions of loans and borrowings are as follows;

The carrying amount of current borrowings is a reasonable approximation of fair value as at 31 December, 2019.

Reconciliation of movements of liabilities to cash flows arising from financing activities

Bank overdrafts are repayable on demand. The average interest rate on bank overdrafts for the year was approximatey 14.75% per annum

(2018: 16.07% per annum). This was determined based on banks' cost of funding plus lenders' mark-up. These overdrafts are neither

guaranteed nor is any collateral given on the balances.

Unsecured bank loan represents short term loan from bank. Loan has a tenor of 90 days at 11% per annum.

The principal features of the Company’s borrowings are as follows:

Trade finance loan

Bank overdrafts (Note 24)

Total changes from financing cash flows

Total liability-related other changes

The Company has discounted lease liabilities using incremental borrowing rate of 11.35% which represents the rate of interest that a lessee

would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-

of-use asset in a similar economic environment.

Non-current portion of lease liabilities

Changes from financing cash flows

Total changes from financing cash flows

Total liability-related other changes


Liabilities

Changes from financing cash flows


68

#

TOTAL NIGERIA PLC


22 Trade and other payables 31 December 31 December

2019 2018

₦'000 ₦'000

Trade payables :

Amount due to related companies (Note 31.2) 6,146,284 6,985,111

7,426,340 12,424,899 Bridging contribution 11,326,804 11,986,663

Payable to Petroleum Support Fund 1,356,615 616,869

26,256,043 32,013,542

Other payables:

Sundry creditors 1,177,936 2,515,755

Security deposits 3,303,685 4,360,278

Accrued liabilities 24,241,019 17,812,083

Dividend payable (Note 14.1) 2,112,091 4,736,627

Pay As You Earn (PAYE) 72,208 55,267

Staff pension 15,473 87,478

Staff gratuity - 2,851

30,922,412 29,570,339

Total trade and other payables 57,178,455 61,583,881


22.2 Deferred income (current) 2019 2018

₦'000 ₦'000

Contract liabilities 2,149,133 -

Rental services 6,420 38,535

Advance received for solar distribution 10,061 -

2,165,614 38,535


2019 2018

23 Share capital ₦'000 ₦'000

169,761 169,761


2019 2018

₦'000 ₦'000

24 Cash and cash equivalents

Bank and cash balances 3,248,953 2,688,916

Cash balances with Total Treasury (Note 31.2) 2,478,487 3,405,102

Promiissory notes received* 2,505,294 -

Cash & cash equivalents in statement of financial position 8,232,734 6,094,018

Bank overdrafts (Note 21) (26,242,869) (22,148,472)

Cash & cash equivalents in statement of cash flows (18,010,135) (16,054,454)

The Company classifies amounts held with Total Treasury as cash and cash equivalents because they can be withdrawn at any time

without considerations.

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs.

The deferred income represents amounts billed and collected in accordance with contractual terms in advance of when the goods are

delivered or services rendered. These advance payments primarily relate to the rental income and contract liabilities. Contract

liabilities primarily relate to the advance consideration received from customers for the sale of goods, for which revenue is recognised

once the goods are delivered and have been accepted in the customers premises or picked up by the customer. The Company

estimates this will be earned as revenue during the subsequent financial periods. The amount of ₦38.54million recognised in deferred

income at the beginning of the period has been recognised during the profit or loss for the year ended 31 December 2019.

No information is provided about remaining performance obligations at 31 December 2019 or at 31 December 2018 that have an

original expected duration of one year or less, as allowed by IFRS 15.

The Directors consider that the carrying amount of trade payables as at 31 December 2019 approximates their fair value.

Information about the Company’s exposure to currency and liquidity risks is included in Note 27(iii).

Accrued liabilities principally comprise accrual for product bills and other charges for which invoices were not yet received at the end

of the year.

Authorised, Issued and fully paid:

339,521,837 ordinary shares of 50 kobo each

Trade creditors

*The Company had received the promissory notes from the Government as settlement of interest and foreign exchange differentials on

direct importation of petroleum products made by the Company. Amount recognized represents promissory notes which were

liquidated post year end at face value. Based on the nature of the instrument and the characteristic that makes it readily convertible to

cash on demand and at full face value, the Company has treated it as cash equivalents at year end in line with IAS 7.6.

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as

declared from time to time and are entitled to one vote per share at general meetings of the Company.

69 #

TOTAL NIGERIA PLC


25 Commitments and contigent liabilities

Financial commitments

The Company did not charge any of its assets to secure liabilities of third parties.


2019 2018

Bonds ₦'000 ₦'000

Total commitments given 2,000,350 2,000,350

Total commitments received 200,000 590,000

There are contingent liabilities in respect of legal actions against the Company amounting to

approximately ₦1.27 trillion (2018: ₦1.27 trillion). The Directors have not made provisions for these

contingent liabilities as consultation with the in-house legal team led by Olubunmi Popoola-Mordi -

(FRC/2013/ICSAN/00000002042), which holds regular discussions and get expert opinion from the

Company’s external solicitors have indicated that no material losses will crystalise against the

Company.

The Directors are of the opinion that all known liabilities and commitments have been taken into

account in the preparation of these financial statements. These liabilities are relevant in assessing the

Company's state of affairs.

At 31 December 2019, the Company had contractual commitments for the acquisition of property,

plant and equipment amounting to ₦4.4 billion (2018: ₦3.9 billion).

Commitments received include customers' guarantees.

Commitments received and given are held with local banks.

Contingent liabilities

Commitments given primarily include guarantee to Pipelines and Products Marketing Company

Limited (PPMC) for bulk purchase of petroleum products. No losses are anticipated in respect of

these.

70 #

s

TOTAL NIGERIA PLC


26 Capital management

The Company is not subject to any externally imposed capital requirements.

Gearing ratio

The gearing ratio is as follows:


2019 2018

₦'000 ₦'000

Borrowings (Note 21(i)) 39,877,306 34,220,544

Cash and cash equivalents (Note 24) (8,232,734) (6,094,018)

Lease liabilities (Note 21 (ii)) 756,739 -

Net debt 32,401,311 28,126,526

Equity 28,319,784 30,730,888

Net debt to equity ratio 1.14:1 0.92:1

The capital structure of the Company consists of debt, which includes the borrowings disclosed in Note 21,

cash and cash equivalents and equity attributable to equity holders, comprising issued capital, reserves and

retained earnings.

Borrowing is defined mainly as long and short-term borrowings.

Equity includes all capital and reserves of the Company that are managed as capital.

The Company manages its capital to ensure that the Company will be able to continue as a going concern

while maximising the return to stakeholders through the optimisation of its debt and equity balance. The

Company’s overall strategy remains unchanged from prior period.

71 #

TOTAL NIGERIA PLC


27 Financial risk management

(i) Financial risk management objectives

(ii) Market risk

Interest rate risk management

Interest rate risk

Sensitivity analysis


2019 2018₦'000 ₦'000

Variable rate instruments

Borrowings (Note 21) 39,877,306 34,220,544

39,877,306 34,220,544

Sensitivity analysis for variable rate instruments

Change of 1000 basis points or 10%

₦'000 ₦'000

31 December 2019 6,893,098 '+/-10 % 4,673,287

31 December 2018 4,460,937 '+/-10 % 1,354,261

The Company is exposed to interest rate risk as it borrows funds at multiple interest rates. The risk is managed by the

Company by constantly negotiating with the banks to ensure that interest rates are consistent with the monetary policy

rates as defined by the Central Bank of Nigeria.

The Company’s Treasury function provides services to the business, co-ordinates access to domestic and

international financial markets, monitors and manages the financial risks relating to the operations of the Company

through internal risk reports which analyses exposures by degree and magnitude of risks. These risks include market

risk (including currency risk, interest rate risk), credit risk and liquidity risk.

The Company's Treasury function reports monthly to the Group's Treasury, a section of the Group that monitor's risk

and policies implemented to mitigate risk exposures.

Effect of increase/decrease in

Interest rate

A change of 500 basis points in interest rates at the reporting date would have increased (decreased) equity and profit

or loss by the amounts shown below:

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices

will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the

return.

The Company manages market risks by keeping costs low through various cost optimisation programs. Moreover,

market developments are monitored and discussed regularly, and mitigating actions are taken where necessary.

Interest

charged

At the reporting date the interest rate profile of the Company's interest-bearing financial instruments was:

72 #

TOTAL NIGERIA PLC


27 Financial Risk Management (cont'd)

Foreign exchange risk management

As at 31 December 2019

Foreign currency Naira balance Exchange rate*

'000 '000 ₦'000

Trade receivables

USD 2,617 891,272 340.57 '30% 267,382

Cash deposits

USD 9,843 3,352,231 340.57 '30% 1,005,669

EURO 86 31,982 371.88 '30% 9,595

Trade payables

USD (5,198) (1,770,283) 340.57 '30% (531,085)

EURO (1,312) (487,907) 371.88 '30% (146,372)

GBP (18) (7,877) 437.61 '30% (2,363)

Net impact on profit or loss

USD 7,262 2,473,219 340.57 30% 741,965

EURO (1,226) (455,924) 371.88 30% (136,778)

GBP (18) (7,877) 437.61 30% (2,364)


Foreign currency Naira balance Exchange rate

'000 '000 ₦'000

Trade receivables

USD 4,464 1,568,335 351.33 '15% 235,250

Euro (11,562) (4,607,110) 398.47 '15% (691,067)

Cash deposits

USD 13,783 4,842,376 351.33 '15% 726,356

EURO 187 74,514 398.47 '15% 11,177

Trade payables

USD (34,256) (12,035,148) 351.33 '15% (1,805,272)

EURO (2,758) (1,098,980) 398.47 '15% (164,847)

GBP (43) (19,085) 443.84 '15% (2,863)

CHF (20) (7,236) 361.79 '15% (1,085)

Net impact on profit or loss

USD (16,009) (5,624,437) 351.33 15% (843,666)

EURO (14,133) (5,631,576) 398.47 15% (844,737)

A decrease in exchange rate by 30 percent (2018: 15 percent) against the above currencies at the reporting period would have had the equal but opposite effect on the

above currencies to the amounts shown above, on the basis that all other variables remain constant.

*These exchange rates have been derived by computing the weighted average of the CBN intervention rate, Interbank rate, and NAFEX which represents the Company's

expected pattern of realisation and settlement.


exchange rate

A movement in the exchange rate either positively or negatively by 30 percent is illustrated below. Such movements would have increased (decreased) the profit or loss by

the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the end of the

reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.


exchange rate

The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and

borrowings are denominated and the respective functional currencies of the Company. The functional currencies of the Company are primarily the United States Dollars,

Great British Pounds and Euro. The currencies in which these transactions are primarily denominated are euro, US dollars and sterling.

73 #

TOTAL NIGERIA PLC


Financial Risk Management (cont'd)

(iii) Liquidity risk management

Liquidity and interest risk tables

Total

As at 31 December 2019 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Borrowings (Note 21(i)) 39,877,306 39,877,306 26,242,869 13,634,437 - -

Trade payables (Note 22) 26,256,043 26,256,043 7,426,340 7,502,899 11,326,804 -

Other payables1

(Note 22) 30,632,774 30,632,774 10,952,498 10,290,510 9,389,766 -

Lease liabilities (Note 21 (ii)) 756,739 857,166 - - 385,840 471,326

97,522,862 97,623,289 44,621,707 31,427,846 21,102,410 471,326

31 December 2018

Borrowings (Note 21(i)) 34,220,544 34,220,544 22,148,472 12,072,072 - -

Trade payables (Note 22) 32,013,542 32,013,542 12,424,899 7,601,980 11,986,663 -

Other payables1

(Note 22) 28,902,610 28,902,610 10,333,892 9,709,294 8,859,424 -

95,136,696 95,136,696 44,907,263 29,383,346 20,846,087 -

1The amount of other payables does not include statute-based deductions.

Financing facilities

2019 2018

₦'000 ₦'000

Amount used 39,877,306 34,220,544

Amount unused 46,122,694 58,779,456

Total Facilities 86,000,000 93,000,000

Carrying amount

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or

another financial asset.

Unsecured bank loans which are revolving trade loans with a tenure of one year and overdrafts payable at call are reviewed annually.

The Company manages liquidity risk by maintaining reserves, monitoring forecasts of banking facilities and actual cash flows and matching the maturity profiles of financial

assets and liabilities. Below is a listing of financing facilities that the Company has at its disposal to further reduce liquidity risk.

The following tables detail the Company’s remaining contractual maturity for its derivative and non-derivative financial liabilities with agreed repayment periods. The amounts

are gross and undiscounted and incnlude contractual interest payments.

Less than

1 month 1 to 3 months

3 months

to 1 year More than 1 year

Contractual cashflows

74 #

TOTAL NIGERIA PLC



(iv) Credit risk management

Cash and cash equivalents

Trade and other receivables


Not Credit Impaired Credit Impaired Total

₦'000 ₦'000 ₦'000

Trade receivables 23,207,453 581,164 23,788,617


Not Credit Impaired Credit Impaired Total

₦'000 ₦'000 ₦'000

Trade receivables 24,961,271 202,724 25,163,995

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short-

term maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk based on

the external credit ratings of the counterparties. The Company did not record any ECL impairment for the year. (2018: Nil).

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its

contractual obligations and arises principally from the Company's receivables from customers, employees and the

government. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient

collateral where appropriate e.g. security deposits, as a means of mitigating the risk of financial loss from defaults. The

Company uses other publicly available financial information and its own trading records to rate its major customers. Credit

exposure is controlled by setting credit limits that are routinely reviewed and approved by management.

The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties

having similar characteristics. The Company defines counterparties as having similar characteristics if they are related

entities.

The credit policy of Total Nigeria Plc. is set in accordance with the sales channel that the Customer belongs to:

Network Channel: Credit is extended to dealers who operate the Company Owned, Dealer Operated Service Station

(CODO) and some of the Dealer Owned, Dealer Operated service stations (DODO) who specifically apply to operate under

the DODO credit scheme. Under both CODO and DODO credit schemes, credit is extended to each dealer to cover the

working capital needs of the station. Each day's sales proceeds are lodged into the Company's bank accounts at least twice

daily. The Company's financial risk exposure is covered by retentions from dealers income to increase the security deposit,

as well as retention of title over physical stock in the station in the event of non-payment.

General Trade (GT) Channel: Credit for the GT customers is set at the monthly average sales to the customer for a year of

one year or six months after proper financial and qualitative analysis. The approved credit limit is extended for 30 days or 45

days in rare occasions for blue chip companies.

The Company obtains bank guarantees in its favour for transactions with certain customers. These guarantees are held with

Nigerian banks as a form of security in the event of a default.

Aviation Channel: Most of the customers are on a cash and carry basis with the exception of a few companies with 15 days

credit limit. Credit is given only after a year of three months sales to the customer. Sales to international customers are

based on a contract of one year and credit amount is based on expected turnover. Sales to international customers are

guaranteed by Air Total International, a related party and the risk of loss in this circumstance is nil.

The Company held cash and cash equivalents of ₦18.01 million (net of overdrafts) at 31 December 2019 (2018: ₦16.05

million) with banks and financial institutions with high credit ratings, rated B to AAA based on the Fitch rating agency and

Total Treasury.

An analysis of the credit quality of trade receivables that are neither past due nor impaired is as follows;

75 #

TOTAL NIGERIA PLC




2019 2018

₦'000 ₦'000

Customers 24,767,643 24,494,941

Due from related parties 618,380 669,054

Due from regulators (Government entities) 9,928,374 16,062,657

Other receivables 5,251,669 2,474,755

40,566,066 43,701,407

Due from related parties

Due from regulators

Other receivables

Expected credit loss assessment for customers

31 December 2019

Weighted average

loss ratio

Gross carrying

amount Loss allowance

Credit

impaired

₦'000 ₦'000

Current (not past due) 0.34% 19,524,261 65,843 No

1 - 30 days past due 1.93% 2,310,190 44,550 No

31 - 60 days past due 3.77% 1,145,531 43,231 No

61 - 90 days past due 7.02% 580,097 40,732 No

91 - 120 days past due 21.30% 315,501 67,211 No

121 - 150 days past due 34.02% 246,138 83,734 No

151 - 180 days past due 81.16% 64,761 52,559 No

More than 180 days past due 100.00% 581,164 581,164 Yes

24,767,643 * 979,024

*This has been adjusted for security deposits and receivables not impaired during the year.

The Company has adopted the use of simplified approach in computing impairment of trade receivables using the allowance

matrix to measure the ECLs of trade receivables from individual customers.

In arriving at the impairment amounts, the trade receivables are segmented based on the aging characteristics of the

receivables and the applicable loss rates are applied to the respective trade receivables category.

After an assessment of the economic realities in Nigeria, loss rates for the year were based on actual credit loss experience

over the past seven years using the lifetime expected credit loss approach.

Using 7 years data of the GDP of Nigeria, the Nigerian economy has been classified into three broad economic cycles –

Good (> 5.5%), Bad (< 2%) and Normal (2% to 5.5%). The Nigerian economy had a normal economic cycle in 2019 with a

GDP growth rate within a range of 2% to 5.5% after 3 years of bad economic cycles. The last three years interrupted the

only normal economic cycle recorded in 2015, since 2013. As at 31 December 2019, the relevant 12 months GDP rate was

2% and from a review of published expectations, the GDP forecast has been determined to be below 2%. Hence, based on

forward-looking information, it is expected that the economic cycle for 2020 will deteriorate (i.e. bad economic cycle).

Therefore, the historical loss rates for a bad economic cycle (2016 to 2018) has been applied to the trade receivables

balances in the calculation of the 2019 impairment loss. No additional forward-looking adjustment is required in applying this

approach.

Based on the above, loss rates on receivables that were not past due 180 days were calculated using a single default rate

approach. The single default or loss rate approach is the amount that is expected to be written-off in each bucket (balances

that are 180 days past due in line with the Company's provisioning matrix) and divided by the relevant total unpaid balances

included in each ageing bucket.

The maximum exposure to credit risk for trade and other receivables at the reporting date by type of counterparty was:

The Company has transactions with its parent and other related parties who are related to the Company by virtue of being

members of the Total Group. In the directors’ view, all amounts are collectible. Related party receivable balances were

assessed for ECL impairment, in accordance with IFRS 9. This assessment is performed together with the trade receivables

balances from other customers as at year end.

Other receivables include finance lease receivables, staff debtors and other sundry receivables. The Company reviews the

balances due from this category on a yearly basis taking into consideration factors such as continued business/employment

relationship and ability to offset amounts against transactions due to these parties. Where such does not exist, the amounts

are impaired. Other receivables were assessed for impairment in accordance with IFRS 9.

The finance lease receivables represent amounts due from transporters and these receivables are offset against payments

due to them for transport services provided. They are not considered to be impaired as they are receivable based on

timelines stipulated in the contracts.

This comprises amount due from PPPRA with respect to subsidies/PSF receivables on imported products as well as

amounts receivable from PEF with respect to bridging claims. Bridging claims receivables are usually netted off against the

payables following reconciliations with PEF. There is no loss experience with government receivables as the determination

of amounts due are based on existing regulations/ guidelines and impairment is only recognised when changes occur in the

regulations/ guidelines that prohibit or limit recovery of previously recognised amounts. Therefore, the Company has

recorded no loss experience with government receivable as this is always deemed receivable and the settlement pattern of

the government is not defined or definite.

The following table provides information about the exposure to credit risk and ECLs for trade receivables, contract assets

from customers and amounts due from related parties as at 31 December 2019.

76 #

TOTAL NIGERIA PLC


31 December 2018

Weighted average

loss ratio

Gross carrying


Credit

impaired

₦'000 ₦'000


1 - 30 days past due 1.93% 3,375,898 65,102 No

31 - 60 days past due 3.77% 1,628,806 61,469 No

61 - 90 days past due 7.02% 399,064 28,021 No

91 - 120 days past due 21.30% 623,042 132,726 No

121 - 150 days past due 34.02% 325,113 110,600 No

151 - 180 days past due 81.16% 113,466 92,086 No

More than 180 days past due 100.00% 202,724 202,724 Yes

23,881,481 * 750,778

*This has been adjusted for security deposits and receivables not impaired during the year.

Credit risk (cont'd)

Expected credit loss assessment for employee receivables

31 December 2019

Weighted average

loss ratio

Gross carrying


Credit

impaired

₦'000 ₦'000


2,311,054 171,642

31 December 2018

Weighted average

loss ratio

Gross carrying


Credit

impaired

₦'000 ₦'000


1,806,251 173,637

Movements in the allowance for impairment in respect of trade receivables.

2019 2018

₦'000 ₦'000

Balance at 1 January under IAS 39 - 1,625,561

Adjustment on initial application of IFRS 9 - (376,238)

Balance at 1 January under IFRS 9 924,415 1,249,323

Amounts written off - (74,199)

Reversal of impairment (324,168) (935,221)

Remeasurement of loss allowance 550,419 684,512

Balance at 31 December 1,150,666 924,415

An increase in credit impaired balances of ₦ 378.44 million (2018: decrease of ₦636.37 million) resulted in an increase in

impairment allowance in 2019 of ₦226.25 million (2018: decrease of ₦324.93 million)

The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows;

Individual impairments

Loss rates are based on actual credit loss experience over the past six years. These rates are multiplied by scalar factors to

reflect differences between economic conditions during the period over which the historical data has been collected, current

conditions and the Company’s view of economic conditions over the expected lives of the receivables.

77 #

TOTAL NIGERIA PLC



28 Classification of financial instruments

(a) Accounting Classifications and fair values


Loans and

receivables

Other financial

liabilities Total

₦'000 ₦'000 ₦'000

Financial assets not measured at fair value

Trade and other receivables (Note 19)1

42,658,163 - 42,658,163

Cash and cash equivalents (Note 24) 8,232,734 - 8,232,734

50,890,897 - 50,890,897

Financial liabilities not measured at fair value

Borrowings (Note 21(i)) - 39,877,306 39,877,306

Trade and other payables (Note 22)2

- 56,888,817 56,888,817

Lease liabilities (Note 5.21) - 756,739 756,739

- 97,522,862 97,522,862


Loans and

receivables

Other financial

liabilities Total

₦'000 ₦'000 ₦'000

Financial assets not measured at fair value

Trade and other receivables (Note 19)1

52,185,520 - 52,185,520

Cash and cash equivalents (Note 24) 6,094,018 - 6,094,018

58,279,538 - 58,279,538

Financial liabilities not measured at fair valueBorrowings (Note 21(i)) - 34,220,544 34,220,544

Trade and other payables (Note 22)2

- 60,916,152 60,916,152

- 95,136,696 95,136,696 1Trade and other receivables excludes advance to suppliers

2Trade and other payables excludes statute based deductions

29 Assets pledged as security

As at the year ended 31 December 2019 there were no assets pledged as security (2018: Nil).

Carrying amount

The Directors consider that the fair value of financial assets and liabilities are not significantly different from their carrying values.

Carrying amount

The classification of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are shown in the

table below. It does not include fair value information for financial assets and financial liabilities not measured at fair value as the carrying amount is a

reasonable approximation of fair value.

78 #

TOTAL NIGERIA PLC


30 Events after the reporting date

31 Related party transactions

31.1 Trading transactions

31 December 31 December 31 December 31 December 31 December 31 December

2019 2018 2019 2018 2019 2018

₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000

Total Outré Mer - - 28,761,939 33,326,842 1,934,421 221,393

Total Oil Trading - - - - 94,543 -

Total E&P Nigeria 1,195,911 1,747,705 - - - -

Total Lubricants 488,842 427,945 - - - -

Total Supply - - 237,925 10,294 - -

Total Access to Solar - - 251,565 246,489 - -

Total marketing middle east - - 823,509 352,970 - -

Total SA - - - - - 2,518

Total Congo - 293,523 - - - -

Total Cameroon - 409,894 - - 33,031 9,585

Total Niger - 19,003 - - - -

Total Gabon - 20,672 - - - -

Total Gestion International - - - - 107,610 43,931

Total Raffinage Marketing - - 122,902 - 774,164 1,120,297 1,684,753 2,918,742 30,197,840 33,936,595 2,943,769 1,397,724

31.2 Outstanding balance

The following amounts were outstanding at the reporting date:

31 December 31 December 31 December 31 December

2019 2018 2019 2018

₦'000 ₦'000 ₦'000 ₦'000

Total Outre Mer - - 5,636,160 6,547,938

Total E&P Nigeria 357,284 425,218 - -

Total SA - - - 1,553

Total Congo 44,714 - - -

Total Cameroon 39,129 140,620 - 9,585

Total Niger 19,003 19,004 - -

Total Gabon 2,526 20,672 - -

Total Gestion International - - - 7,143

Total Oil Trading 84,983 - - 38,375

Total Marketing middle east - - - 104,187

Total Raffinage Marketing - - 510,124 276,330

Total Lubrifiants 70,741 63,540 - -

618,380 669,054 6,146,284 6,985,111

Total Treasury 1 2,478,487 3,405,102 - -

3,096,867 4,074,156 6,146,284 6,985,111

Technical assistance and management fees

There were no events after the reporting date that could have a material effect on the financial position of the Company at 31 December 2019 and

on the profit for the year ended on that date that have not been taken into account in these financial statements.

Amounts owed to

related parties

As at the period ended 31 December 2019, the Parent Company Total Raffinage Marketing (incorporated in France) owned 61.72% of the issued

shares of Total Nigeria Plc. The Ultimate Parent Company and ultimate controlling party is Total S.A (incorporated in France).

During the year, the Company entered into the following transactions with related parties, who are members of the Total Group, as shown below:

Sale of goods Purchase of goods Others

However, the following events have occurred following the closure of the 2019 financial year;

a) COVID-19 pandemic

Following the imposition of restrictions on movement by Lagos State Government on the 24th March, 2020 TNPLC instituted the first phase of its

Business Continuity Plan (BCP). In this phase around 50% of staff commenced remote working. The BCP identifies the key business processes

required to ensure the continuation of operations as the Company’s activities are considered a key strategic service. The BCP moved to a secondary

phase (for Lagos and Abuja) effective from 11.00pm 30th March following the Presidential announcement on the 29th March of a 14-day lockdown

from that time. A 14 day extension of restrictions on movement in Lagos, Abuja and Ogun was announced on the 13th April 2020. Although

downstream petroleum entities are exempt from business closure, the secondary phase will consist of further home working and restriction of the

number of staff accessing both Lagos and Abuja offices to critical functions only, as required under the Presidential announcement.

The importation of white products and lubricant base oils is expected to continue and it has been confirmed that port authorities shall remain open.

Customer demand is expected to reduce in the short term and rebound following lifting of restrictions.

In the light of this, management has reduced performance forecasts for the coming financial periods however, it is believed that business will

continue as a going concern.

b) Fall in international oil prices

Prior to the fall in international prices, the company had already embarked upon cost saving initiatives for both capital and operating expenditures.

The company has no other significant exposure to international oil prices.

c) Devaluation of Naira

Despite the devaluation of the Naira the Company has a limited foreign exchange exposure relating to Letters of Credit for imported products for

which USD have not been acquired. It has historically been the Company's policy to bid in the Secondary Market Intervention Sales (SMIS) window

to obtain United States Dollar (USD) allocations. In response to market changes, the Company initiated in February, an increase to its SMIS bid rate

and review of options relating to hedging its currency exposure, whilst all new foreign exchange commitments are to be priced at The Nigerian

Autonomous Foreign Exchange Rate Fixing (NAFEX) forward curve. It is not possible to purchase a Naira/USD deliverable hedge onshore or

offshore, therefore the Company will systematically reduce its exposure on an ongoing basis. To date the Company has had no restriction in its

banking and trade finance facilities which are in place with its banking partners.

d) Reduction in PMS pump prices/ Deregulation of PMS market and right to import

It was announced by The Petroleum Products Pricing Regulatory Agency (PPPRA) and Nigerian National Petroleum Corporation (NNPC) on 18th

March 2020 that, effective the 19th March 2020, PMS pump prices would be reduced to 125 Naira per litre from 145 Naira per litre and the purchase

price of PMS from NNPC would reduce from 133.13 Naira per litre to 113.13 Naira per litre. On 31st March 2020, PMS pump price was further

reduced to 123.50 Naira per litre effective the 1st April 2020. A secondary consequence of the reduction in PMS prices is the notification by PPPRA

of lifting of restrictions on importation of PMS by Marketers and that NNPC shall be required to access USD via the same mechanisms as other

importers and that USD shall be allocated by CBN.

Total Raffinage Marketing charges Total Nigeria Plc for General Assistance recorded and Total Outre Mer charges Total Nigeria Plc for Technical

Assistance. The expenses are generally charged to profit or loss During the year, an accrual of ₦2.1 billion (2018: Nil) was made in this regard.

1Included in the analysis above is the balance of funds held with Total Treasury as at the year ended 31 December 2019; amounting to ₦ 2.48 billion

(2018: ₦3.41 billion). This has however been classified along with cash and cash equivalents in the statement of financial position. See Note 24.

Amounts owed by

related parties

79 #

TOTAL NIGERIA PLC


31.3 Related party transactions (continued)

Emoluments of the Directors of the Company were:

2019 2018₦'000 ₦'000

Transactions with key management 293,880 210,061

Directors remuneration (Note 11) 327,618 248,508

327,618 248,508

Fees for service as directors 14,795 46,397

Other remunerations 312,823 202,111

Chairman's remuneration - - 327,618 248,508

2019 2018

Number Number

₦6,000,001 and above 6 6 6 6

Number of Directors who had no emoluments during the year 3 3

Dividends totalling ₦13,856,066.00 were paid in the year in respect of ordinary shares held by the Company’s directors. (2018:

₦27,712,120.34)

The table below shows the number of Directors whose emoluments during the year excluding pension contributions were within the ranges

stated:

Emoluments of the highest paid director was ₦163,419,165.00 (2018 ₦115,348,140.00). The chairman of the board did not earn any

emoluments during the year (2018:Nil).

80

#

TOTAL NIGERIA PLC


32 Information regarding employees

(i)


2019 2018

Number Number

Below ₦1,500,000 1 4

₦1,500,001 - ₦2,500,000 2 3

₦2,500,001 - ₦3,500,000 - 3

₦3,500,001 - ₦4,500,000 - 3

₦4,500,001 - ₦5,500,000 5 11

₦5,500,001 - ₦6,500,000 4 10

₦6,500,001 - ₦7,500,000 13 11

₦7,500,001 - ₦8,500,000 25 21

₦8,500,001 - ₦9,500,000 57 104

₦9,500,001 and above 344 291

451 461

(ii)


2019 2018

Number Number

Managerial staff 126 123

Senior staff 306 315

Junior staff 19 23

451 461

(iii) The related staff cost amounted to ₦8.81 billion (2018: ₦8.82 billion).

Staff costs relating to the above were: 31 December 31 December

2019 2018

₦'000 ₦'000

Salaries and wages 6,283,576 6,296,861

Termination benefits 115,232 165,839

Pension and social benefit 566,160 521,043

Medical expenses 131,882 384,373

Training expenses 239,187 126,471

Provision for employee benefits 235,001 88,101

Other Staff Expenses 200,497 154,891

Temporary Staff 1,034,244 1,078,231

Total staff cost 8,805,779 8,815,810

The table below shows the number of staff of the Company whose emoluments during the year excluding pension contributions were within

the ranges stated:

The average number of persons employed in the financial year and the staff costs were as follows:

81 #

Other national disclosures

#

FOR THE YEAR ENDED 31 DECEMBER

2019 2018

N'000 % N'000 %

292,177,202 307,987,896

- Imported (30,197,840) (33,936,595)

- Local (246,420,411)

27,630,890

3,337,782 1,451,424

1,149,795 6,747,584

100 35,829,898 100

472,019 2 4,137,570 12

8,805,779 33 8,815,810 25

7,901,006 4,460,937 12

Interim dividend - - 1,018,566 3

To maintain and replace:

- Property, plant and equipment 4,771,328 18 4,651,326 13

- Intangible assets 19,237 - 31,490 -

Final dividend 2,278,192 9 4,753,306 13

To augment retained earnings 2,278,979 9 7,960,893 22

26,526,540 100 35,829,898 100

OTHER NATIONAL DISCLOSURES

STATEMENT OF VALUE ADDED

Revenue

Other Income

Finance Income

Less: Bought in materials and services :

Value added

Applied as follows:

To pay employees:

Salaries, wages, pensions and social benefits

To pay providers of finance:

Finance costs

To pay government:

Income tax, education tax and capital gains tax and Nigeria Police Trust Fund levy.

Retained in the business

83#

(239,940,339)22,038,963

26,526,540

29

OTHER NATIONAL DISCLOSURES

FINANCIAL SUMMARY

2019 2018 2017 2016 2015

₦'000 ₦'000 ₦'000 ₦'000 ₦'000

ASSETS

Property, plant and equipment 35,476,862 33,855,656 28,519,814 25,228,049 23,091,142

Intangible assets 11,730 25,943 50,572 73,970 132,610

Right-of-use assets 7,525,045 - - - -

Deferred tax assets - - - 156,580 -

Prepayments - Non- current portion - 7,201,941 4,291,217 3,261,797 3,743,473

Trade and other receivables 3,085,587 1,524,840 2,875,395 1,437,066 559,960

Current assets 87,688,507 89,912,403 72,244,875 106,770,698 56,126,370

133,787,731 132,520,783 107,981,873 136,928,160 83,653,555

EQUITY AND LIABILITIES

Current liabilities 99,896,208 95,984,054 76,938,908 113,112,861 63,949,939

Non -current liabilities 5,571,739 5,805,841 2,817,414 245,202 3,461,135

Share capital 169,761 169,761 169,761 169,761 169,761

Retained earnings 28,150,023 30,561,127 28,055,790 23,400,336 16,072,720

133,787,731 132,520,783 107,981,873 136,928,160 83,653,555

REVENUE AND PROFITS

Revenue 292,177,202 307,987,896 288,062,650 290,952,520 208,027,688

Profit before taxation 3,070,510 12,098,463 11,795,283 20,353,076 6,495,390

Profit for the year 2,278,979 7,960,893 8,019,298 14,797,095 4,047,051

Dividends 2,278,192.00 5,771,872 5,771,872 5,771,870 4,753,305

Basic earnings per share:

Per 50 kobo share (basic) (Naira) 6.71 23.45 23.62 43.58 11.92

Dividend per share:

Per 50 kobo share (actual) (Naira) 6.71 17 17 17 14

Net assets:

Per 50 kobo share (actual) (Naira) 83.41 90.51 83.13 69.42 47.84

NOTE:

0

No interim dividend was paid during the year (2018: ₦3.00 per share). At the board of directors meeting of 13 May 2020, a final dividend of ₦6.71 was

proposed for the year ended 31 December 2019 (2018 :₦14.00)

Dividend per share is based on the interim dividend declared and paid within the year and the final dividend proposed for that year which is subject to

approval at the Annual General Meeting divided by the number of ordinary shares in issue at the end of the year.

Net assets per share are based on the net assets of the Company and number of ordinary shares of 50k in issue at the end of each financial year.

The financial information presented above reflects historical summaries based on International Financial Reporting Standards.

Earnings per share is based on profit after tax and the number of ordinary shares of 50k in issue at the end of each financial year.

84

#

SHARE CAPITAL HISTORY The authorized share capital has been increased as follows:

S/N DATE RESOLUTION

1. 10th of April, 1958 ₦1,500,000 18th of August, 1959 ₦2,000,000 25th of May, 1960 30th of November, 1976 21st of June, 1978

₦1,500,000 ₦2,000,000 ₦3,000,000 ₦5,000,000 ₦10,000,000

2. 21stJune, 1978 Each share of =₦=20 each was sub- divided into 40 shares of 50 kobo each.

3. 10th October, 1978 Authorized capital of the company was ₦10,000,000 divided into 20,000,000 shares of 50 kobo each.

4. 8th of August, 1980 By a special resolution of the Annual General Meeting the authorized Share capital of the company was increased to =₦= 15,000,000 divided into 30,000,000 ordinary Shares of 50 kobo each.

5. 18th of October, 1982 By a special resolution of the Extra- ordinary General Meeting, the authorized share capital of the company was increased to =₦=22,500,000 divided into 45,000,000 ordinary shares of 50 kobo each.

6. 27th of June, 1984 By a special resolution of the Annual General Meeting the authorized Share capital of the company increased to =₦= 33,750,000 divided into 67,500,000 ordinary Shares of 50 kobo each.

7. 23rd of June, 1988 By a special resolution of the Annual General Meeting the authorized Share capital of the company was increased to =₦= 40,500,000 divided into 81,000,000 Ordinary shares of 50 kobo each.

8. 11th of July, 1991 By a special resolution of the Annual General Meeting the authorized Share capital of the company was increased to =₦=54,000,000 divided into 108,000,000 Ordinary shares of 50 kobo each.

9. 8th of June 1994 By a special resolution of the Annual General Meeting the authorized Share capital of the company was increased to =₦= 72,000,000 divided into 144,000,000 Ordinary shares of 50 kobo each.

10. 7th of June, 1995 By a special resolution of the Annual General Meeting the Authorized Share capital of the company was increased to =₦= 96,000,000 divided into 192,000,000 Ordinary shares of 50 kobo each.

11. 11th of June, 1997 By a special resolution of the Annual General Meeting the Authorized Share capital of the company was increased to =₦= 112,000.000 divided into 224,000,000 Ordinary shares of 50 kobo each.

12. 28th of August, 2001 By a special resolution of the Annual General Meeting the Authorized share capital of the company was increased to =₦= 148,540,804 divided into 297, 081,608 ordinary shares of 50 kobo each.

13. 17th of June 2004 By a special resolution of the Annual General Meeting the Authorized and issued share capital of the company was increased to = ₦=169, 760, 918.00 divided into 339,521,836 ordinary shares of 50 kobo each.

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NO NAME OF STATION NAME OF DEALER TERRITORY STATE

1 ABA CTR DOMINIC HEZEKIAH EAST ABIA

2 ABA GRA PAULINUC .C. OGBU EAST ABIA

3 ABA OWR RD MADUKWE ONYEABO EAST ABIA

4 IKOT EKPENE FS AMOS ENYINNAYA EAST AKWA IBOM

5 UYO TOWN SS UDUAK UMOH EAST AKWA IBOM

6 AWKA OLD ENUGU ROAD EJIKE ONUORA EAST ANAMBRA

7 ENUGU ROAD STEPHEN OGWUDU EAST ANAMBRA

8 NKPOR JUNCTION (NEW TARZAN) OKEREKE BONIFACE EAST ANAMBRA

9 OGUTA ROAD IKE JOSEPH EAST ANAMBRA

10 CALABAR RD SS COMFORT ETIM EAST CROSS RIVER

11 MARIAN RD SS ADIKURU CHUKWUKA EAST CROSS RIVER

12 ASABA FERRY S/S SUSAN ASUQUO EAST DELTA

13 ASABA UMUEZEI MIKE ODANLUMEN EAST DELTA

14 EFFURUN S/S NWOGO SUNNY EAST DELTA

15 OKUMAGBA AVENUE FS NNODIM PATIENCE EAST DELTA

16 OKUMAGBA ESTATE UZOR UZOR JUNIOR EAST DELTA

17 1ST EAST CIRCULAR ANDREW EKEAMANYE EAST EDO

18 AUCHI SS ABDULFATAI SALAUDEEN EAST EDO

19 IKPOBA SLOPE GRANT AKHAJEME EAST EDO

20 UGBOWO AMBROSE AYEMENRE EAST EDO

21 ADO IKERE OLOBELE MICHAEL EAST EKITI

22 ADO IWOROKO OJO ISRAEL EAST EKITI

23 AGBANI VICTOR OKAFOR EAST ENUGU

24 PRESIDENTIAL RD S/S VIVIAN NNOROM EAST ENUGU

25 UWANI OKAH PROMISE EAST ENUGU

26 ARUGO EDUEMEH SAMUEL EAST IMO

27 DOUGLAS ROAD AWUJO CHIBUZOR EAST IMO

28 EGBU ROAD ONONIWU OLUCHI EAST IMO

29 OKENE OBINYAN SUNNY OKOH EAST KOGI

30 EREKESAN MARKET SEKIRU ALABI EAST ONDO

31 ILESHA ROAD OLARENWAJU TAJUDEEN EAST ONDO

32 ONDO MOTOR PARK AJE MATHEW EAST ONDO

33 GRA EREKOSIMA JOHN EAST RIVERS

34 LIBERATION DRIVE ONWUKWE EVELYN EAST RIVERS

35 MILE 2 OGUNKA GEORGE EAST RIVERS

36 OROGBUM MBA FRANKLIN EAST RIVERS

37 PH 1 NWOKO MARTINS. C EAST RIVERS

38 PH 2 BIRAGBARA ANTHONY EAST RIVERS

39 RUMUOBIAKANI SUNDAY ANDREW EAST RIVERS

40 RUMUOMASI NNADI UCHE EAST RIVERS

41 ASOKORO ABUBAKAR SHAHADA NORTH ABUJA

42 KUBWA LARRY DANIEL NORTH ABUJA

43 TIPPER GARAGE S/S AUGUSTINE OTETAH NORTH ABUJA

44 TOTAL HOUSE FRANCIS SULE NORTH ABUJA

45 WUSE 2 HENRY ASEMOTA NORTH ABUJA

46 AIRPORT ROAD YOLA MOHAMMED ADAMU NORTH ADAMAWA

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86

47 AHMADU BELLO WAY DANDISON OGBONNA NORTH BAUCHI

48 YANDOKA SS IBRAHIM SAIDU NORTH BAUCHI

49 JERICO ROAD SS SANI ZUBAIRU NORTH BENUE

50 K/IBRAHIM F/S BLESSED OJOCHENEMI NORTH BENUE

51 AIRPORT ROAD MAIDUGURI BASHIR ABISO NORTH BORNO

52 ALKALAM SS KOLA OSHO NORTH GOMBE

53 BAUCHI RD, GOMBE MUHAMMED ABUBAKAR BAFFA NORTH GOMBE

54 BARNAWA S/S,KADUNA VICTOR MAJEKODUNMI NORTH KADUNA

55 HOSPITAL ROAD ZARIA YAHAYA SALISU NORTH KADUNA

56 KADUNA ZARIA MUHAMMAD ABUBAKAR NORTH KADUNA

57 MAIN STREET GARBA MAMMAN NORTH KADUNA

58 SOUTH BRIDGE ABUBAKAR HASSAN NORTH KADUNA

59 WAFF RD MOHAMMED KABIRU UMAR NORTH KADUNA

60 AIRPORT ROAD KANO AJIBOLA SAMSON NORTH KANO

61 CLUB ROAD BASHIR MAGAJI NORTH KANO

62 KANO CO-OP AUWAL GARBA KOKI NORTH KANO

63 ZOO ROAD SHEHU SANI NORTH KANO

64 BOSSO ROAD SS MINNA HARUNA BABA NORTH NIGER

65 TUNDUN FULANI ANTHONY NJOKUOMA NORTH NIGER

66 BUKURU BYE PASS SS BAWA LIMMY NORTH PLATEAU

67 JOS MOTOR PARK FS AJUK IJAH JOHN NORTH PLATEAU

68 YAKUBU GOWON WAY SS JANET ERU NORTH PLATEAU

69 ILLELA ROAD 2 S S IBRAHIM BUHARI NORTH SOKOTO

70 JALINGO S/S SUNDAY AUDU NORTH TARABA

71 MAIDUGURI RD SS ABDULLAHI AHMED NORTH YOBE

72 FATE RD AZEEZ RUKAYAT WEST KWARA

73 OFFA TOWN FEMI AKINPELU WEST KWARA

74 AGEGE F/S TITILAYO JEGEDE WEST LAGOS

75 AJANGBADI OLATUNDUN ONI WEST LAGOS

76 AJEGUNLE IJEOMA MERCY IWUNOH WEST LAGOS

77 AKOKA ALEEM MARUF AKANJI WEST LAGOS

78 ALAKUKO S/S SUNDAY ROTIMI WEST LAGOS

79 ALAPERE 2 OYINLOLA OLAGUNSOYE WEST LAGOS

80 ALAUSA GLORIA IHIEME WEST LAGOS

81 AWOLOWO RD JIDE ALESE WEST LAGOS

82 BENSON BUS STOP OWONIFARI OPEYEMI WEST LAGOS

83 BONNY ROAD SUNDAY A. OLORUNTO WEST LAGOS

84 CAMPBELL KEHINDE AMOO WEST LAGOS

85 CHALLENGE OLUWAMUYIWA EDUN WEST LAGOS

86 COATES TUNDE OLANIPEKUN WEST LAGOS

87 DIYA OLAJIDE CLEMENT WEST LAGOS

88 HERBERT MACUALAY JOHN ADUGA WEST LAGOS

89 IGBOBI SEFIU ANIFOWOSE WEST LAGOS

90 IJORA ADEBISI FATAI WEST LAGOS

91 IKEJA ANORUO JOSEPHINE WEST LAGOS

92 IKORODU RD MOHAMMED AROTAYO WEST LAGOS

93 IKORODU TOWN ADEJUMO SUNDAY WEST LAGOS

# 87

94 ITIRE ADEDAYO ADEBAYO WEST LAGOS

95 IYANA MEIRAN PSS ADEKUNLE EGBETOLA WEST LAGOS

96 LEKKI 1 AGBO CECILIA WEST LAGOS

97 LEKKI 2 WANDE RASHEED WEST LAGOS

98 MILE 2 BALOGUN SEGUN WEST LAGOS

99 MM WAY TUNDE MAKUN WEST LAGOS

100 MUSHIN ABIODUN ADEYENI WEST LAGOS

101 OJOTA 1 ONI BASHIRU WEST LAGOS

102 OJOTA 2 AWOLEKE AWOFESO WEST LAGOS

103 OJUELEGBA AKHIGBE SUNDAY WEST LAGOS

104 OLD OJO ROAD Aigbigie Benard WEST LAGOS

105 OLD TOLL GATE SOLOMON AIDELODJIE WEST LAGOS

106 ONIGBAGBO DELE RABIU WEST LAGOS

107 OSHODI ADEGOKE SULEIMAN WEST LAGOS

108 SEME-BADAGRY MAHMOUD ADUMBU WEST LAGOS

109 SURA TINA OKORIE WEST LAGOS

110 SURULERE OLOFIN SAMUEL WEST LAGOS

111 TINCAN SEMIU O. RASAKI WEST LAGOS

112 WESTERN AVE KEMI NWIDOBIE WEST LAGOS

113 WHARF ROAD BABATUNDE ADEKOLA WEST LAGOS

114 ABEOKUTA RD ABIDEEN AMINU WEST OGUN

115 IBADAN RD OPARA PHILIP WEST OGUN

116 IKEREKU ADETOLA FEYINTOLA WEST OGUN

117 OGIJO WASIU BABAWANDE WEST OGUN

118 OKEITOKU KEMI SALAMI WEST OGUN

119 SAGAMU CENTRE SHOTAYO SEGUN WEST OGUN

120 TOTAL EWEKORO MUDA KAREEM WEST OGUN

121 AKURE RD, FS ODO OLANREWAJU WEST OSUN

122 IBADAN RD, SS ADEYANJU GBENGA WEST OSUN

123 ASHI OLAWOYIN MOSES WEST OYO

124 ELEIYELE I S/S FATIMAH AKINDOYIN WEST OYO

125 MOKOLA S/S MORAKINYO KOLA WEST OYO

126 NEW RESERVATION F/S ADEWUMI EMMANUEL WEST OYO

127 OYO RD, OGBOMOSO LUKMAN AMOO WEST OYO

128 QUEEN ELIZABETH S/S OYEDOKUN ASIMIYU WEST OYO

# 88

total nigeria plctotal s.a. which holds 62% of total nigeria plc is a publicly-traded oil company...

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