annual report - inner - TOTAL Nigeria Plc

CORPORATE PROFILE 

Total S.A. (the parent company of Total Nigeria Plc), is a publicly-traded oil company with 

businesses in exploration and production, refining, marketing and trading. It is also a major 

player in the Chemicals sector. 

Total's oil and gas production of more than two million barrels of oil equivalent per day 

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 Group directly operates 13 refineries, its retail 

network comprises 16,700 service stations mainly in Europe and Africa which distribute motor 

fuels, lubricants and LPG under the internationally recognized TOTAL brand. 

Total Nigeria Plc, a subsidiary of Total S.A. France, is a major player in the Petroleum 

marketing and distribution business in Nigeria. With over 500 retail outlets, 5 LPG bottling 

plants, 3 Lubricants blending plants and operating from 4 aviation depots as well as other 

facilities spread across the country, the company is regarded as the pacesetter in the 

downstream sector of the oil industry. 

2011 Annual Report & Accounts 

01

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, 

respect for the environment and the 

sustainable development of resources. 

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, our commitment 

is to constantly strive to improve our 

productivity so as to build and sustain a 

work culture that is firmly rooted in 

professionalism, respect for employees, 

internal efficiency and dedicated services. 

F. Boussagol 

Managing Director 

02 2011 Annual Report & Accounts

CONTENTS 

Page 

Board of Directors, Professional Advisers, Bankers, etc 

Head Office, Sales Territories and Sales Area Offices 

Results at a glance 

Notice of Meeting 

Chairman’s Statement 

Board of Directors 

Brief Profile of Directors 

Report of the Directors 

Report of the Auditors 

Report of audit committee 

Significant Accounting Policies 

Profit and Loss Account 

Balance Sheet 

Statement of Cash Flows 

Notes to the Financial Statements 

Statement of Value Added 

Five year Financial Summary 

Share capital History 

Major Distributors 

04 

05 

06 

07 

08-09 

10-11 

12-13 

14-22 

23 

24 

25-26 

28 

29 

30 

31-44 

45 

46 

54 

55-56 


03

BOARD OF DIRECTORS, PROFESSIONAL ADVISERS, 

BANKERS ETC 


COMPANY REGISTRATION NO. 1396 

DIRECTORS: 

Mr. S. Mittelman 

Mr. F. Boussagol 

Mr. F. Boni 

Engr. J.W. Adeyinka 

Engr. K. Ukonne 

Chief F. Majekodunmi 

Ms. T. Ibru 

Mr. M. Nguer 

Engr. A. R. Sirajo 

Mr. D. Toulouse 

Chairman (French) 

Managing Director (French) 

Executive Director (Ivorian) 

(Senegalese) 

(French) 

SECRETARY: 

Olubunmi Popoola-Mordi 

REGISTRARS: City Securities Limited 

PrimroseTowers 

17A Tinubu Street, 

Lagos. 

Telephone No. 2665944-53 

REGISTERED 

OFFICE: 

AUDITORS: 

SOLICITORS: 

BANKERS: 

Total House 4, Afribank Street, 

Victoria Island, Lagos 

Akintola Williams Deloitte 

(Chartered Accountants) 

235 Ikorodu Road, Ilupeju Lagos 

Messrs. H.O Davies & Co. 

Messrs. Bandele A. Aiku & Co. 

Messrs. Eghobamien & Co. 

Messrs. P.O. Balonwu & Co. 

Messrs. Solomon Asemota & Co. 

Messrs. Anachebe & Anachebe 

Zenith Bank Plc 

Ecobank Nigeria Plc 

United Bank for Africa Plc 

GTBank Plc 

First Bank of Nigeria Plc 

Access Bank Plc 

Wema Bank Plc 

Citibank Nigeria Limited 

Union Bank of Nigeria Plc 

Stanbic IBTC Bank Nigeria Plc 

Diamond Bank Plc 

Mainstreet Bank Nigeria Limited 

Standard Chartered Bank Nigeria Limited 


HEAD OFFICE, SALES TERRITORIES 

AND SALES AREA OFFICES 

HEAD-OFFICE 

TOTAL HOUSE 

4, Afribank Street, 

Victoria Island, Lagos. 

PMB: 2143, Lagos 

Tel: 2621780-9, 2600280-9 

4617041 – 3, Fax: 2621810, 2621811 

TOTAL CARD: 01 – 4617044 

AIR TOTAL IKEJA 

Tel: 01 – 7746082 

JUHI: 01 – 7744537 

Total/Mobil – Ikeja 

Tel: 01 – 7746082 

Ijora Causeway, Ijora- Lagos. 

Tel: 01 – 7749259 

TERRITORIAL OFFICES 

WESTERN 

Total Nigeria Plc 

6, Bonny Road, Apapa- Lagos. 

Tel: 01 – 7747021, 7743951, 7738728 

NORTHERN 


Total House, Plot 247, Herbert Macaulay St, 

Central Business Area, Wuse, Abuja. 

Tel: 09- 4610350, 4610351, 4610352, 4610353 

Switch Board: 09-4610354 

EASTERN 


Plot 124, Trans-Amadi Industrial Layout, 

Port-Harcourt. 

Tel: 084- 236752, 232597, 232161, 

231757, 461046 – 8 

Fax: 239663 

AREA SALES OFFICES 

ABUJA 


Total House, Plot 247, Herbert Macaulay St., 

Central Business Area, Wuse, Abuja. 

Tel: 09- 4610350, 4610351, 4610352 

Switch Board: 09-4610354 

BENIN 


8/10 Akpakpava Street 

P.O.Box 20, Benin City. 

Tel: 052- 257861, 257856, 

253502, 257866, 256390, 

256098, Fax: 252893 

IBADAN 


Mokola Roundabout, 

P.O.Box 868, Ibadan. 

Tel: 02- 2414185, 2411595, 2414459, 

2414367, 2411732, 2415009 

Fax:02- 2413032 

KADUNA 


2, Kachia Road, 

P.O.Box 1433, Kaduna. 

Tel:062- 885559, 885558 

Switch Board: 062-23641-2 

KANO 

Total Nigeria Plc. 

181, Airport Road, 

P.O.Box 21,Kano. 

Tel: 064-959359, 959285, 

959395, 959360 

LAGOS SOUTH 


6, Bonny Rd Apapa, Lagos. 

Tel: 01 5871255/5877211, 

7747021, 7743951, 7738728 

Fax: 01 5873369 

LAGOS NORTH 


3, Steve Ajose Street, 

Former SCOA Yard, 

Behind Elida Hotel, 

Kirikiri. 

Tel: 01- 7944400, 7747675 

PORT HARCOURT 


Plot 124, Trans-Amadi Industrial Layout, 

Port Harcourt. 

Tel: 084- 236752, 232597, 232161, 

231757, 461046- 8; Fax: 239663 


05

RESULTS AT A GLANCE 

For the year ended 31st December, 2011 

2011 

N'000 

2010 

N'000 

Change 

% 

Turnover 173,948,954 160,604,104 8 

Profit before taxation and 

extraordinary item 5,858,613 5,783,464 1 

Extraordinary item - 1,464,721 100 

Profit after taxation and 

extraordinary item 3,813,202 5,436,638 (30) 

Share capital 169,761 169,761 - 

Shareholders' funds 10,026,215 8,929,188 12 

Total dividend 

Interim dividend -paid 

3,055,697 2,716,175 13 

679,044 679,044 

Final dividend -proposed 2,376,653 2,037,131 

PER SHARE DATA: 

Based on 339,521,837 ordinary 

shares of 50 kobo each: 

Earnings per 50k share (Naira) - basic 11.23 16.01 

Dividend per 50k share (Naira) 9.00 8.00 

Dividend cover (times) 1.25 2.00 

Stock Exchange quotation (Naira) 188.10 234.00 

Number of staff 472 469 

Interim dividend of N2.00 per share was paid during the year. A final dividend of 

N7.00 is proposed for the year ended 31 December, 2011 as contained in Notes 7 

and 20 of these financial statements. 


NOTICE OF MEETING 

NOTICE IS HEREBY GIVEN that the next Annual General Meeting of the members of TOTAL 

NIGERIA PLC will be held at the Shell Hall, Muson Centre, Onikan Lagos on Wednesday 13th 

June, 2012 at 11.00 o' clock in the morning to transact the following business: 

1. 

2. 

3. 

4. 

5. 

6. 

7. 

To receive the report of the Directors and the Financial Statements as at 31st December, 

2011 and the report of the Auditors thereon. 

To declare a dividend 

To re-elect Directors 

To appoint Directors 

To fix the remuneration of the Directors 

To authorize the Directors to fix the remuneration of the Auditors 

To elect members of the Audit Committee. 

PROXY: A member of the Company entitled to attend and vote, is entitled to appoint a proxy to 

attend instead of him. A proxy need not be a member of the Company. A Proxy Form is enclosed, 

and if it is to be valid for the purpose of the meeting, it must be completed and duly stamped by the 

Commissioner of Stamp Duties and deposited at the office of the Registrars, City Securities 

(Registrars) Limited, Primrose Towers, 17A, Tinubu Street, Lagos not less than 48 hours before 

the time of the meeting. 

BY ORDER OF THE BOARD 

OLUBUNMI POPOOLA-MORDI 

Company Secretary 

th 

28 March, 2012 

TOTAL HOUSE 

Registered Office: 

4, Afribank Street 

Victoria Island, Lagos, Nigeria. 

Note : 

DIVIDEND WARRANTS: 

If the payment of a dividend is approved, the warrants will be posted on Thursday 14th June, 2012 

to all shareholders, whose names are registered in the Company's Register of Members as at 20th 

April, 2012. 

NOMINATIONS FOR THE AUDIT COMMITTEE: 

In accordance with Section 359 (5) of the Companies and Allied Matters Act, Laws of the 

Federation 2004 any member may nominate a shareholder as a member of the Audit Committee 

by giving in writing, notice of such nomination to the Company Secretary at least 21 days before 

the Annual General Meeting. 


07

CHAIRMAN’S STATEMENT 

th 

AT THE 34 ANNUAL GENERAL MEETING 

OF TOTAL NIGERIA PLC 

INTRODUCTION 

Distinguished Ladies and Gentlemen, on behalf of the Board of 

Directors and with great pleasure, I welcome you to the 34th 

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, 2011. 

MATTERS RELATING TO THE BOARD 

Since our last Annual General Meeting, five members have left 

the Board of Directors of Total Nigeria Plc while four new 

members have been appointed. Mr. Osifo O. Akpata who served 

as the Executive Director, Human Resources and Corporate 

Services as well as the Company Secretary, resigned and Mrs. 

Olubunmi Popoola-Mordi was appointed Legal Affairs Manager 

and Company Secretary. Dr. Ibrahim Addullahi Gobir who was a 

Non–Executive Director resigned from the Board to pursue his 

personal interests. We thank him for his services to the 

company. Ms. Janet Ibru also a Non-Executive Director resigned 

and was replaced by Ms. Tejiro Ibru. We thank her for her past 

services. Mr. Olivier Hahn who has taken a new assignment in 

the Group resigned and Mr. Denis Toulouse, Head of Corporate 

and Project Finance Department for Supply & Marketing has 

been appointed in his place. Please join me to thank him for his 

contribution to the Board. 

Mr. Stanislas 

MITTELMAN 

Chairman 

Following a long successful and meritorious career within the 

Group, Mr. Alain Champeaux, the former Vice President 

Africa/Midle East of Total Supply and Marketing, retired from his 

position and Mr Momar Nguer has been appointed in his stead. 

We wish Mr. Champeaux success in all his future endeavours. 

To ensure that the Board continues to be effective in protecting 

the interests of the company's stakeholders, also appointed to 

the Board is Engr. Ahmed Rufa'i Sirajo, who brings with him a 

great wealth of experience in engineering practice. At this 

meeting, we shall be asking you to ratify these appointments. 

Please join me in wishing the new members a very successful 

tenure on the Board. 

BUSINESS AND ECONOMIC ENVIRONMENT 

The period under review was largely dominated by the 2011 

general elections. Though the macro-economic performance 

was stable, the year 2011 presented great challenges for the 

downstream petroleum sector, following the same pattern as the 

previous year. Marketers’ PMS unit margin is still a major 

concern as it has remained static since 2007 despite the double 

digit inflation rate over the period, the devaluation of the Naira 

and high cost of investment in the petroleum downstream 

subsector. However, we are pleased to say that your company 

emerged from the challenges of 2011 with its management and 

staff poised to sustain the success story of previous years in the 

New Year. 

“ 

The Company's turnover increased from ? 160.6 Billion in 2010 to ? 173.95 

Billion at the end of 2011 and the market share stood at 10.3%. 

“ 

08 

2011 Annual Report & Accounts

CHAIRMAN’S STATEMENT (Cont’d) 

“ 

Also, in the course of the year, the Non-Executive Directors and 

Members of the Board Audit Committee received training on the IFRS 

which will assist them in their duties. 

“ 

COMPANY PERFORMANCE 

The Company's turnover increased from 

?160.6 Billion in 2010 to N173.95 Billion at the 

end of 2011 and the market share stood at 

10.3%. However, profit after tax but before 

extraordinary item dropped marginally from 

N3.97 Billion to N3.81 Billion. Considering the 

challenges stated above, we believe that this 

performance is and reflects the high level of 

commitment and dedication to duty of the 

Company's management and staff in the face of 

a very volatile and challenging business 

environment. 

DIVIDENDS 

The Company had earlier distributed the sum of 

N679.04 Million as interim dividends, 

representing 200 Kobo per share for the year 

ended 31st December, 2011. The Board 

recommends for your consideration and 

approval the sum of N2.377 Billion representing 

N7.00 per share to be distributed as final 

dividend for the year 2011 subject to the 

deduction of appropriate withholding taxes at 

the time of payment. In line with our corporate 

reputation for early disbursement of 

shareholders' dividends, we are delighted to 

confirm to you that if approved, your dividends 

will be paid on June 14, 2012. 

THE FUTURE 

With a stable and conducive business 

environment and our belief that security issues 

will be resolved soonest, your company is 

poised to face the challenges of the business 

environment as she has the human capital and 

experience to do so. In a market characterized 

by stiff challenges and uncertainties, we shall 

continue to provide high quality products and 

services. The Board and Management will 

continue to improve on internal efficiencies and 

productivity within the framework of a strong 

commitment to safety, environment and 

sustainable development. In 2011, we opened 

a Tanker Drivers' Training School & Truck 

Inspection Centre in Ibadan. We expect to train 

about 2,000 drivers every year. 

You will recall that last year we announced the 

kick-off of the migration to the International 

Financial Reporting Standard (IFRS). We are 

happy to inform you of the completion of the 

conversion process from the Nigerian GAAP 

under the Nigerian Accounting Standards Board 

to the IFRS. The Financial statements for the first 

quarter of 2012 was published under the IFRS. 

Concomitantly, this process will be supported by 

the implementation of a new Information 

Technology System SAP Harmonie. Also, in the 

course of the year, the Non-Executive Directors 

and Members of the Board Audit Committee 

received training on the IFRS which will assist 

them in their duties. In respect of corporate 

governance and ethics, we will continue to 

devote priority to the “Business Integrity Policy” 

to sustain and strengthen the prevention of fraud 

and corruption to increase the protection of your 

Company's assets and its employees. 

MANAGEMENT AND STAFF 

In line with the company's policy to have very 

highly qualitative staff strength at all times in the 

different facets of the company, various 

employees were trained and retrained to 

prepare them for the challenges ahead. To 

empower Nigerian women working for Total 

Nigeria Plc, the feminization programme has 

continued with female employees representing 

28% of the workforce and 29% of management. 

Your company has continued to encourage 

proper work-life balance. 

APPRECIATION 

Please permit me to use this opportunity, on 

behalf of the Board of Directors, to express our 

appreciation to our shareholders, numerous 

customers, transporters, suppliers nationwide 

as well as the Management and Staff of Total 

Nigeria Plc for their immense contributions in 

achieving the result for the year. 

Finally, I thank you, for your esteemed presence 

and participation at this meeting. We wish you all 

safe journey to your various destinations and 

take with you the best wishes of the Company's 

Board of Directors to your families. 

Thank you. 

S. MITTELMAN 

Chairman 


09

BOARD OF DIRECTORS 

Mr Stanislas Mittelman (French) 

Chairman 

Mr. Francois Boussagol (French) 

Managing Director 

Mr. Felix Boni (Ivorian) 

Engr. Wole Adeyinka 

Engr. Kanu Ukonne 


BOARD OF DIRECTORS (Cont’d) 

Chief Felix Majekodunmi 

Ms. Tejiro Ibru 

Mr. Momar Nguer (Senegalese) 

Mr. Denis Toulouse (French) 

Engr Rufa’i Sirajo 


11

THE DIRECTORS’ PROFILE 

Mr. Stanislas Mittelman 

Mr. Mittelman, a dynamic and visionary 

manager, graduated with a Masters 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 as Executive 

Vice President for West Africa and Chairman 

of all subsidiaries in West Africa. 

Mr. Francois Boussagol 

A graduate of the Bordeaux Management 

School, France. He joined the Total Group in 

1987 as a Sales Representative in Limoges. 

He thereafter worked as Area Sales Manager 

for Air Total in Bordeaux and subsequently 

Paris till 1994. He became the Aviation 

Manager, Total Outré-Mer – Africa & Middle 

East the same year and worked in that 

capacity till 1998 when he was made 

Managing Director of Total Caribbean in the 

West Indies. He subsequently became the 

Managing Director of Total Cameroun and 

thereafter, Total DMS in Lille, North of France 

until his appointment in 2010 as the Managing 

Director of Total Nigeria Plc. 

Mr. Felix Boni 

Graduated with a degree in Finance from 

Abidjan Business School. He started his 

career in 1985 as an Auditor with Coopers & 

Lybrand in Paris and then in Abidjan covering 

various countries including Togo, Benin, Mali, 

Niger, Cameroun and Burkina Faso. From 

1991 to 1993, he was the Accounting and 

Reporting Manager Cosmivoire Ivory Coast, 

before joining TOTAL in Abidjan in 1994 as 

Head of Accounting & Taxation. Between 

1997 and 2001 he was appointed Country 

Manager in Benin Republic to kick-off Total 

Benin operations, moving to TOTAL Senegal 

as Finance Manager and then Paris in 2005, 

as the Coordinator, 'Flamingo Project 

Implementation' in the Strategy Department 

of Total OutréMer, for the acquisition of 

ExxonMobil subsidiaries in West Africa. In 

2006 he was appointed Financial Controller in 

Refining & Marketing in Paris overseeing the 

Finance Division of TOTAL in Latin America, 

the Caribbean, Italy, Spain and Portugal. In 

2008 he became TOTAL Nigeria Plc's 

Executive Director, Finance & Development. 

Engr. Wole Adeyinka 

Holds a degree in Mechanical Engineering 

from the University of Lagos and joined 

TOTAL as Lube Engineer and worked in Koko 

as Plant Manager. He held the position of 

Supply and Distribution Manager and rose to 

b e c o m e A G M O p e r a t i o n s . W i d e l y 

commended for his knowledge of industry 

matters, he headed the Major Oil Marketers 

Fuel Importation Committee and retired from 

TOTAL as Executive Director (Special 

Duties). He currently runs his own private 

business. 

Engr. Kanu Ukonne: 

Engr. Ukonne holds a first degree in Chemical 

Engineering and an M.Sc. in Petrochemical 

Engineering from the University of Petroleum 

& Gas, Baku and the University of Petroleum 

and Petrochemical, L'Vov all in the former 

USSR. He started his working career with the 

Nigerian Petroleum Refining Company Port 

Harcourt as a Process Engineer and rose to 

the position of Senior Process Engineer. In 

1981, he joined Total Nigeria Plc as a 

Lubricants Engineer and was later promoted 

to the position of Branch Manager both in the 

East and Lagos. Engr. Ukonne was again 

promoted to the position of Assistant General 

Manager Marketing and later as Head of 

Division Operations. A well-known industry 

expert, he was active in the sector as 

Chairman, Major Oil Marketers Imports 

Committee for several years. He is a 

Chartered Engineer (COREN), a member of 

the Nigerian Society of Engineers and 

currently runs his own private business. 


THE DIRECTORS’ PROFILE (Cont’d) 

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 & finance London Cdip. AF 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 Operations Officer. In 1998, 

he was appointed the MD and CEO Total 

Tanzania Ltd, 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 of UK and the Nigerian Institute of 

Engineers. He currently runs his private 

business. 

Ms. Tejiro Ibru: 

Ms. Tejiro Ibru obtained a first degree and a 

Masters in Engineering from Imperial College, 

London. She started her career with Deloitte 

&Touche Petroleum Services Group, London. 

In 2005, she joined Oceanic Bank 

International as Head of International Banking 

Group and later on as Head of Project 

Management Office. She is presently the 

Head of Corporate Services at Destiny 

Dredgers International Limited, Nigeria. She 

is a member of several bodies including the 

Institute of Petroleum and Society of 

Petroleum Engineers. She is also an 

Associate of the Royal School of Mines, 

Imperial College. 

Mr. Momar Nguer: 

He is a graduate of Ecole Superieure des 

Sciences Economiques et Commerciales 

(ESSEC) Business School, Paris. He began 

his career in 1982 with Hewlett Packard's 

Finance Department. He joined Total Africa in 

1984 and became the General Manager, 

Sales and Marketing at Total Senegal from 

1985 to 1991 and was thereafter, appointed 

Vice President, Retail Network and 

Consumers, Total Africa with his office based 

in Paris. Mr. Nguer was subsequently 

appointed Chief Executive Officer, Total 

Cameroun, then Chief Executive Officer Total 

Kenya and Executive Vice President, Total 

East Africa and Indian Ocean in 2000. Mr. 

Nguer became the Vice President, Aviation 

Fuel of Total in February 2007 till his 

appointment in December, 2011 as Senior 

Vice President, Africa/Middle East. 

Mr. Denis Toulouse: 

Mr. Denis Toulouse is a graduate of Ecole des 

Hautes Etudes Commerciales (HEC) 

Business School, Paris. He joined Total in 

1991, where he held different positions in the 

Finance Division and LPG business. He was 

appointed Chief Financial Officer (CFO) of 

Total Deutschland from 2000 to 2005 and 

CFO of Total Belgium from 2006 to 2008. He 

was in charge of the Merger and Acquisition 

Department for Refining and Marketing in 

2009, a position he held before his 

appointment as Head of Corporate and 

Project Finance Department for Supply and 

Engr Ahmed R. Sirajo: 

Engr. Ahmed Rufa'i Sirajo obtained National 

Diploma in Electrical/Electronic Engineering 

from the Federal Polytechnic Mubi, a Higher 

N a t i o n a l D i p l o m a i n E l e c t r o n i c s 

/Telecommunications Engineering from 

Kaduna Polytechnic, 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, moved on to 

NOCACO as Quality Control Supervisor. He 

is currently the Managing Director/Chief 

Executive Officer of Nalado Nigeria Limited. 

He is registered with the Council for the 

Regulation of Engineering in Nigeria 

(COREN), Member of the Society of 

Engineers (MNSE), and also a Member of the 

Solar Energy Association of Nigeria. 


13

REPORT OF THE DIRECTORS 


1. FINANCIAL STATEMENTS 

The Directors submit their report together with the audited financial statements of the 

company for the year ended 31st December, 2011. 

2. 

RESULT 

2011 

N'000 

2010 

N'000 

Turnover 

Profit before tax and extraordinary item 

Extraordinary item 

Profit after taxation and extraordinary item 

Dividend 

173,948,954 

5,858,613 

- 

3,813,202 

3,055,697 

160,604,104 

5,783,464 

1,464,721 

5,436,638 

2,716,175 

3. PRINCIPAL ACTIVITIES 

The Company is engaged in the blending of lubricants and sales of petroleum products. 

4. 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 on 11 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. 

5. DIRECTORS AND DIRECTORS' INTERESTS. 

.1 

The names of the current directors are listed on page 4. Their thumbnail pictures and 

brief profiles are also indicated on pages, 10 to 13. 

.2 

.3 

.4 

In accordance with Articles 90 and 91 of the Company's Articles of Association, Mr. S. 

Mittelman, Engr. J. W. Adeyinka and Chief Felix Majekodunmi retire by rotation and 

being eligible, offer themselves for re-election. 

Since the last Annual General Meeting, Dr. I. Gobir, Mr. O.O. Akpata, Ms. J. Ibru, Mr. A. 

Champeaux, and Mr. O.Hahn resigned from the Board. Ms. T. Ibru, Mr. M. Nguer, Engr. 

A. R. Sirajo and Mr. D. Toulouse were appointed to the Board. 

In accordance with Article 94 of the company's Article of Association, Ms. T. Ibru, Mr. M. 

Nguer, Engr. A. R. Sirajo and Mr. D. Toulouse being Directors appointed since the last 

Annual General Meeting retire and being eligible, offer themselves for re-election. 


REPORT OF THE DIRECTORS (Cont’d) 


.5 The interests of each Director in the ordinary shares of the company are as follows: 




2011 

Number 

46,974 

17,873 

43,581 

2010 

Number 

46,974 

17,873 

- 

6. DIRECTORS' INTEREST IN CONTRACTS 

None of the Directors has notified the company for the purpose of Section 277 of the 

Companies and Allied Matters Act, CAP C20 of the Laws of the Federation 2004 of any 

declarable interest in any contracts involving the company. 

7. 

DIRECTORS' AND THEIR RESPONSIBILITIES 

The company's Directors are responsible for the preparation of financial statements which 

give a true and fair view of the state of affairs, and of the profit for that period, and which 

comply with the Companies and Allied Matters Act CAP C20 of the Laws of the Federation 

2004. They are obliged to ensure that: 

Proper accounting records are maintained; 

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 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. 

8. 

DIVIDEND 

During the year ended 31st December, 2011, the directors authorized the payment of N2.00 

(2010 – N2.00) as interim dividend and hereby recommend to members the payment of a 

final dividend of N7.00 (2010– N6.00) 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. 

9. 

FIXED ASSETS 

Movements in fixed assets during the year are shown in Note 8 on page 35. 


15



10. POST BALANCE SHEET EVENTS 

As at 28th March, 2012, 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 

state of affairs of the company as at 31st December, 2011 as well as the profit for the year to 

that date. 

11. COMPANY'S DISTRIBUTORS 

The names of the Company's significant distributors are shown on page 55 and 56 of these 

financial statements. 

12. DONATIONS 

As the company did in the previous year, donations made to charitable organizations during 

the year 2011 amounted to N4,000,000.The beneficiaries are as follows: 

BENEFICIARIES 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

Little Saints Orphanage Home. Ilupeju 

The Heritage Home Orphanage, Anthony Village, Lagos. 

Bishop Court Orphanage, Ijebu Ode 

Daniel Akintonde School of Handicap, Abeokuta 

The Care People Foundation, Ibadan 

Motherless Babies Home, Ibadan 

Pro Labor Dei Motherless Babies Home, Asaba 

St. Ann Orphanage Home, Airport Junction. Warri, Delta State. 

Compassion Center Nkpogu 

Motherless Babies Home Uzuakoli 

Birniwa Rehabilitation Centre, Hadeja 

Motherless Babies Home, Maiduguri 

Adonai Orphanage Home, Kaduna 

Zawan Orphanage Home, Jos. 

Abuja Children’s Home, Karu. 

Holy Family Sisters of the Needy, Abuja 

Koko Health Centre, Koko 

Friends of Beth Torrey Home, Festac Town Lagos 

Missionaries of Charity, Alapere Lagos 

Orphanage of the Holy Spirit, Ekpoma 

Amount (N) 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

200,000 

4,000,000 

No contribution was made to any political party during the year under review. 




13. SUPPLIERS 

The Company's significant overseas and local suppliers are: 

Total Outre-Mer 

Nigerian National Petroleum Corporation 

Van Leer Containers Nigeria Plc 

Lanre Badmus Industries Limited 

Lotus Plastics Limited 

The company is not associated with the local suppliers. However, the company is an 

affiliate of Total Outre-Mer, Paris, France. 

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 Outre-Mer. 

The terms of the agreement include: 

.1 

.2 

.3 

.4 

.5 

.6 

.7 

Provision of assistance and advice on the general organization and management of the 

company. 

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

the company. 

Provision of overseas training and retraining for Nigerian employees to enable them assume 

positions of higher responsibility within the company. 

Product research development assistance. 

Constructions, engineering and design assistance, provision of accounting and operations 

computer software, sample analysis and control. 

Technical assistance for inventory control, product storage and handling procedures; 

Aviation services assistance, provision of operational manual to ensure compliance with 

international standards. 

Payments of technical assistance and management fees. 

15. ACQUISITION OF OWN SHARES 

The directors affirm that the company has not purchased its own shares during the year. 

The employees of the company are participants in the Total Group Employees' shareholding 

plan through share loans granted by Total Nigeria Plc. 

16. EMPLOYMENT AND EMPLOYEES 

.1 Equal opportunities policy 

It is the policy of the company that there is no unfair discrimination in considering applications 

for employment including those from disabled persons or persons living with HIV/AIDS. All 

employees are given equal opportunities to develop their experience and knowledge and to 

qualify for promotion in furtherance of their careers. This commitment has engendered an 

active feminization policy aimed at developing and empowering a greater number of female 

managers. The Diversity and Staff Development Committee of the Board is charged with the 

responsibility of ensuring diversity in the employee population. The Company had two 

physically challenged persons in its employment as at the end of the year under review. 


17



.2 Health, Safety and Environment Policy. 

The company has, in accordance with Group policy, implemented the Group's Health, 

Safety and Environmental Charter which places these issues above economic 

considerations. 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. Industrial and personal 

safety, continue to be at the core of the company's operations in Nigeria. In this context, our 

facilities at Apapa, Ibafon, JUHI, Abuja, Port Harcourt and Koko have been awarded 

significantly high recognition levels by local and international, independent safety rating 

system experts in various audits. 

.3 Welfare of Employees, Staff Development and Training. 

The Company provides free health care for its employees through the instrumentality of 

HMOs with national coverage. It is mandatory for every employee to undergo a yearly 

medical examination, which forms the basis for the analysis of trends and the provision of 

timely medical solutions. Subsidies are also in place towards transportation, housing etc. for 

the benefit of employees. The development of managerial, professional and technical 

expertise continues to attract the company's highest priority and investments in developing 

such skills are significantly increased on a year to year basis. 

17. CORPORATE GOVERNANCE: 

The Company is committed to the highest standards of corporate governance and ethical 

business practices. It has always adopted a responsible attitude towards Corporate 

Governance and issues of corporate social responsibility in Nigeria. It conducts its business 

with integrity and pays due regard to the laws of Nigeria and the legitimate interest of its 

stakeholders. These principles are stipulated in its “Business Integrity Guide” and “Code of 

Conduct”. 

.1(a) 

.1(b) 

Compliance: As a good corporate citizen, the Company complied with all regulations 

guiding its operations and activities throughout the year. There exists adequate guidance 

for all aspects of internal controls relating to operational and compliance controls as well 

as risk management. The Board and Management will continue to review the 

effectiveness and the adequacy of the company's internal control systems and update 

such as may be necessary. 

Whistle Blowing Policy: In line with the Code of Corporate Governance and global best 

practices, the company has put in place a Whistle Blowing Policy which is a process 

whereby the misdemeanors or inappropriate actions of employees that are injurious to 

the interest of the company can be reported to the Board and Management. 

The Board: As currently constituted, comprises the Chairman, the Managing Director, 

the Executive Director (Finance and Development) as well as seven other Non-Executive 

Directors. They regularly attend relevant seminars designed to expose them to new 

trends in Corporate Governance and organizational development. 




Attendance at Board Meetings during the year ended 31st December, 2011 is as shown below: 

Directors 6th April 30th June 27th Octotber 1st December 

Mr. S. Mittelman 

Mr. F. Boussagol 

Mr. F. Boni 




Mr. A. Champeaux 

Ms. J. Ibru/T. Ibru 

Mr. O. Hahn 

Mr. M. Nguer 

Barr. O.O. Akpata 

Alhaji I. Gobir 

.2 Board Committees: 

* 

* 

* 

* 

* 

* 

Absent 

* 

Absent 

N/A 

* 

Absent 

* 

* 

* 

* 

* 

* 

Absent 

* 

* 

N/A 

* 

Resigned 

* 

* 

* 

* 

* 

Absent 

Absent 

* 

* 

N/A 

Resigned 

Resigned 

* 

* 

* 

* 

* 

* 

* 

* 

Absent 

* 

Resigned 

Resigned 

In line with its Articles and in conformity with the code of best practices in corporate 

governance, the Board has continued to establish committees comprising of Directors and 

General Managers. Apart from the Executive Committee, all others Committees are chaired 

by non-executive directors. In the opinion of the Board, the committees performed diligently 

during the period under review. 

Executive Committee: 

This Committee is responsible for establishing priorities, allocating resources, proposing 

overall corporate targets, establishing and monitoring divisional strategies and plans and 

has responsibility for supervising the affairs of the business on a day to day basis. It is 

chaired by the Managing Director/Chief Executive Officer of the company. As an internal 

working committee, it meets all year round and reports to the Board as may be necessary. 

Diversity and Staff Development Committee: 

This committee is charged with studying diversity patterns in the work-force and developing 

ideas and solutions towards ensuring balanced and productive human resource base for 

the company as well as recommending methods for building and developing employee 

potentials in line with company policy. 

The members are: 




Mr. J.O. Ogbimi (General Manager Human Resource) in attendance 

Attendance at meetings during the year ended 31st December, 2011 

Director 

25th March 

19th March 

13th December 

Engr. J. W. Adeyinka 



Barr. O. O. Akpata 

Mr. J.O. Ogbimi 

* 

* 

N/A 

* 

N/A 

* 

* 

* 

* 

N/A 

* 

* 

* 

Resigned 

*In attendance 


19



Corporate Governance Committee: 

This committee's brief is essentially geared towards the application of the Nigerian Corporate 

Code of Best Practices 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 also examines matters that bear potential risks for the company. 



Mr. F. Boni 


Ms. T. Ibru 


Attendance at meetings during the year ended 31st December, 2011 

Director 


Mr. F. Boni 

Ms. T. Ibru 



25th March 

* 

* 

* 

* 

N/A 

19th July 

* 

* 

Absent 

* 

* 

13th December 

* 

* 

* 

* 

* 

Audit Committee: 

In accordance with the provisions of Section 359(3) of the Companies and Allied Matters Act, 

CAP. C20, of the Laws of the Federation, 2004, the Audit Committee comprises three Directors 

(two of whom are Non-Executive Directors) and three shareholders. It is chaired by a member 

representing the shareholders and conducts meetings during the year. The committee in the 

conduct of its affairs reviews the overall risk management and control systems, financial 

reporting arrangements and standards of business conduct. It provides independent monitoring 

of internal control and the internal audit department of the company. In the performance of their 

duties, members have direct access to the Internal Audit Department and the External Auditors. 


Chief T.A. Adesiyan 

Alhaji K. Bello 

Mr. Chinwendu Achara 

Mr. F. Boni 



Attendance at meetings during the year ended 31st December 2011 

Members 

19th April 

Chief T.A. Adesiyan * 

Alhaji K. Bello 

* 

Mr. C. Achara 

* 


* 

Engr. J. W. Adeyinka * 

Mr. F. Boni 

* 

14th July 17th November 13th December 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 

* 




.3 

Respect For Law: Total Nigeria ensures that its existence and operations remain within the 

law. The company complies with the laws and regulations of Nigeria. 

.4 Role In Society: Total Nigeria Plc, one of the major players in the downstream sector of the 

oil and gas industry and an integral part of the Nigerian society is an employer, a supplier, a 

customer, a partner and a taxpayer. The company maintains constant consultation with its 

stakeholders and has a policy which, not only drives but equally regulates its relationships 

with its operating environment. 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. 

The company has successfully run and managed skill acquisition schemes for young 

people in Koko, Delta State as well as in Kaduna raising and empowering this vital section of 

the local communities around its facilities. The company pioneered, in partnership with the 

Nigerian Business Coalition Against AIDS (NIBUCAA), a free HIV/AIDS voluntary 

consultation and testing scheme for the ordinary members of the public using its network of 

stations throughout the country. In the campaign against HIV/AIDS in 2011, Total Nigeria Plc 

partnered with Total Exploration & Production with the aim of expanding the scope of the 

project to have a wider coverage and impact on the environment. Two sets of high-tech 

screening machine were donated to two hospitals in Kaduna and Akwa Ibom States. The 

company sponsors two (2) houses in the SOS villages in Nigeria and also initiated the 

Mentor-a-Child-Programme 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 village. 

To contribute to Road Safety and Zero Accident tolerance in Nigeria, the company built a 

truck driving school in Ibadan where truck drivers are trained. This is to improve the power 

transmission techniques and habits of the Nigerian truck drivers on our roads. In 

collaboration with the Federal Road Safety Corps, Total Nigeria Plc equally pioneered Road 

Safety campaigns amongst truck drivers in all NNPC depots nation wide. 

.5 Relationships with Shareholders: 

The Board places a high priority on effective communication with shareholders. This is 

achieved through the medium of Annual Reports and as well as meetings with institutional 

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, Senior Managers and the Audit Committee. 

.6 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. 

18. AUDIT COMMITTEE 

In accordance with Section 359(6) of the Companies and Allied Matters Act, CAP C20 LFN 

2004, the following Shareholders and Directors sat on the Audit Committee for the purpose 

of the Company's year 2011 audit. 

1. 

2. 

3. 

4. 

5. 

6. 

Chief T. A. Adesiyan- Chairman 

Mr. C. Achara 

Alhaji K. O. Bello 



Mr. F. Boni 


21



19. MAJOR SHAREHOLDINGS. 

.1 

The issued and fully paid shares of 50 kobo each of the Company at 31 December, 2011, were 

beneficially held as follows: 

2011 

Number 

of shares Holding 

‘000 

2010 

Number 

of shares Holding 

‘000 

Total Societe Anonyme 

Elf Aquitaine S.A. 

Enifor Limited 

Nigerian Citizens & Associations 

% 

% 

153,600 45.24 153,600 45.24 

55,960 16.48 55,960 16.48 

16,839 4.96 27,562 8.12 

113,123 33.32 102,400 30.16 

339,522 100.00 339,522 100.00 

.2 

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

31st December, 2011 and as at 28th March, 2012. 

.3 Range analysis of ordinary shareholdings 

Range No. of holders % 

Units 

% 

1 

501 

1,001 

5,001 

10,001 

20,001 

50,001 

100,001 

500,001 

5,000,001 

50,000,001 

500 

1,000 

5,000 

10,000 

20,000 

50,000 

100,000 

500,000 

5,000,000 

50,000,000 

339,521,837 

GRAND TOTAL 

12,281 

3,638 

7,873 

1,204 

584 

264 

108 

117 

23 

2 

2 

47.06 

13.94 

30.17 

4.61 

2.24 

1.01 

0.41 

0.45 

0.09 

0.01 

0.01 

2,299,745 

2,698,096 

16,613,560 

8,206,480 

8,061,142 

8,032,544 

7,393,718 

25,224,429 

28,726,209 

22,706,284 

209,559,630 

0.68 

0.79 

4.89 

2.42 

2.37 

2.37 

2.18 

7.43 

8.46 

6.69 

61.72 

26,096 100.00 339,521,837 100.00 

20. AUDITORS 

Messrs Akintola Williams Deloitte have indicated their willingness to continue in office. 

A resolution will be proposed authorizing the Directors to determine their remuneration. 

BY ORDER OF THE BOARD 

Olubunmi Popoola-Mordi 

Company Secretary 

LAGOS, NIGERIA 

28th March, 2012 


REPORT OF AUDIT COMMITTEE 

TO THE MEMBERS OF TOTAL NIGERIA PLC 

In compliance with section 359 (6) of the Companies and allied Matters act CAP C20 LFN 2004 we 

confirm that we have - 

(a) 

(b) 

Reviewed the scope and planning of the audit requirements, 

Reviewed the External Auditors’ Management Report for the year ended 31st December, 

2011 as well as the management response thereon and 

( c) Ascertained that the accounting and reporting policies of the Company for the year 

ended 31st December, 2011 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, 2011 were 

adequate and Management’s responses to the Auditors’ finding were satisfactory 

dated this 29th day of March, 2012. 

Chief T. Adesiyan 

Chairman 

Members of the Committee 

Mr. C. Achara 

Alhaji K. O. Bello 


Engr. K.Ukonne 

Mr. F. Boni 

* Mrs. Bunmi Popoola-Mordi served as the Secretary to the Committee 


SIGNIFICANT ACCOUNTING POLICIES 


The following is a summary of the significant accounting policies adopted by the Company in the 

preparation of these financial statements. 

1. Basis of accounting 

The financial statements are prepared under the historical cost convention. 

2. Turnover 

Turnover comprises the net value of sales invoiced to third parties. 

3. Fixed assets 

Fixed assets are stated at cost less accumulated depreciation. 

4. Depreciation 

Fixed assets are depreciated at the following rates which are expected to write off their 

cost on a straight line basis over the anticipated useful lives: 

Freehold land 

Annual rate/basis 

Not depreciated 

Buildings and leasehold property: 

Industrial buildings 5% 

Non – Industrial buildings 4% 

Leasehold improvements 

Plant, equipment and vehicles: 

Plant and machinery 20% 

Generators 33.3% 

Tanks 10% 

Motor cars and vans 25% 

Lorries and forklift trucks 25% 

Furniture and fittings 25% 

House and office equipment 25% 

Duration of the lease 

Computer equipment 25% 

Capital work-in-progress 

Not depreciated 

5. Stocks 

Stocks are valued at the lower of cost and net realisable value. Cost comprises suppliers' 

invoice prices and, where applicable, freight, labour, and other overheads incurred to bring 

the stock to their location and condition. Cost is determined by the use of the weighted 

average method. 

6. Investments 

Investments are stated at cost less any diminution in value. 

7. Debtors 

Debtors are stated after deduction of specific provision for debts considered to be doubtful of 

collection. 

8. Foreign currencies 

Transactions in foreign currencies are recorded in Naira at the rate of exchange ruling on the 

dates of the transactions. Assets and liabilities denominated in foreign currencies are 

converted to Naira at the rates of exchange ruling at the balance sheet date. All differences 

arising on the conversion of balances in foreign currencies to Naira are taken to the profit and 

loss account. 

9. Repairs and renewals 

Repairs and renewals are charged against revenue during the year in which they are 

incurred. 


25

SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 


10. Deferred taxation 

Deferred tax is provided using the liability method, providing for temporary differences 

between the carrying amounts of assets and liabilities for financial reporting purposes and 

the amounts used for taxation purposes. Currently enacted tax rates are used to determine 

deferred income tax. The principal temporary differences arise from rates used for 

depreciation of fixed assets and the rates of capital allowances granted for tax 

purposes. 

11. Taxation 

Income tax and education tax are provided for by applying the current statutory rate on the 

taxable profit and adjusted profit respectively. 

12. Retirement benefits 

The Company operates a Pension Scheme in accordance with the provisions of the 

Pension Reform Act 2004. The scheme applies to all confirmed staff of the company and is 

funded through monthly contribution of 11.5% and 7.5% of the consolidated basic salary 

(which comprises of basic salary, transport and housing allowance) by both the Company 

and the employee respectively. 

In addition, the Company currently operates a gratuity scheme for members of staff 

employed not later than 31st December, 2000. Effective February 2010, the company 

changed from Defined Benefits Scheme which entitled a retiree to a benefit equal to one 

month of the total annual emolument for each completed year of service, to Defined 

Contribution Scheme. Under the Defined Contribution Scheme, the gratuity is computed 

based on 9.5% of Total Annual Emolument and paid monthly to the Fund Managers as 

chosen by employees. 

13. Bridging claims 

Bridging claims are costs of transporting white products (PMS, AGO, DPK) except ATK 

from specific depots to approved zones which are claimable from the Federal Government. 

On the other hand, Bridging Contributions are mandatory contributions per litre of all white 

products (except ATK) lifted to assist the Federal Government defray the Bridging Claims. 

Bridging Claims and Bridging Contributions are handled by the Petroleum Equalization 

Fund Board. Bridging Claims and Bridging Contributions are reconciled with the Board in 

determining what is due to or from the Fund. 

14. Provisions 

Provisions are recognized when the Company has a present obligation whether legal or 

constructive, as a result of a past event for which it is probable that an outflow of resources 

embodying economic benefits will be required to settle the obligations and a reliable 

estimate can be made of the amount of the obligation. 

15. Segment reporting 

The Company's business segments have been presented by products that are subject to 

similar risks and returns. 

16. Finance lease 

Assets under finance leases are capitalised and depreciated over the estimated useful life 

in line with the Company's policy for assets of the same class. Finance charges are 

allocated over lease term. 

17. Long term Prepayments 

Long term Prepayments are recognised when prepaid charges on leases and rents are due 

after more than one year of balance sheet date. 


FINANCIALS 


27

PROFIT AND LOSS ACCOUNT 


2011 2010 

Note N'000 N'000 

Turnover 2 173,948,954 160,604,104 

Cost of sales (151,529,623) (139,576,922) 

Gross profit 22,419,331 21,027,182 

Selling and distribution expenses (4,211,902) (4,520,745) 

Administrative expenses (12,160,432) (11,015,640) 

Other operating income 3 623,881 643,403 

Interest receivable and similar income 4 62,733 113,632 

Interest payable and similar charges (874,998) (464,368) 

Profit before taxation 5 5,858,613 5,783,464 

Taxation 6 (2,045,411) (1,811,547) 

Profit after taxation and before extraordinary item 3,813,202 3,971,917 

Extraordinary Item - 1,464,721 

Profit after taxation and extraordinary item 20 3,813,202 5,436,638 

Per share data: 

Earnings per 50k share (Naira) - basic 24 11.23 16.01 

The accounting policies on 


pages 25 to 26 and the notes on pages 31 to 44 form part of these 


BALANCE SHEET 

As at 31st December, 2011 

2011 2010 

Note N'000 N'000 

FIXED ASSETS 8 16,352,992 14,737,730 

FINANCE LEASED ASSETS 9 260,903 255,640 

INVESTMENTS 10 - 31 

LONG TERM PREPAYMENTS 11 1,677,884 1,791,345 

18,291,779 16,784,746 

CURRENT ASSETS 

Inventory 12 13,713,658 12,756,762 

Trade debtors 13 7,343,361 7,099,756 

Prepayments and other debtors 14 6,961,301 11,669,485 

Due from related companies 27 2,759,412 566,871 

Foreign currencies purchased for imports 22 2,853,501 3,596,577 

Bank balances, deposits and cash 22 6,796,799 2,127,163 

40,428,032 37,816,614 

CREDITORS: Amounts falling 

due within one year 

Trade creditors 15 21,610,282 22,561,876 

Bank overdrafts 22 3,185,335 5,129,687 

Lease and short term loans 16 99,882 102,977 

Due to related companies 27 8,965,350 5,849,834 

Other creditors and accruals 17 9,897,830 7,785,177 

Taxation 6.1 2,296,968 1,874,785 

46,055,647 43,304,336 

NET CURRENT LIABILITIES (5,627,615) (5,487,722) 

TOTAL ASSETS LESS CURRENT LIABILITIES 12,664,164 11,297,024 

Deferred taxation 6.2 2,449,222 2,204,842 

LONG TERM LIABILITIES 

Provision for retirement benefits 17.3 - - 

Lease 28 188,727 162,994 

10,026,215 8,929,188 

CAPITAL AND RESERVES 

Share capital 18 169,761 169,761 

Capital reserve 19 263,436 263,436 

General reserve 20 9,593,018 8,495,991 

10,026,215 8,929,188 

The financial statements on pages 25 to 46 were approved by the Board of Directors of the 

company on 28 March, 2012 and signed on its behalf by: 

) 

F. Boni - ED (Finance and Development) ) 

)Directors 

) 

F. Boussagol - Managing Director ) 

The accounting policies on pages 25 to 26 and the notes on pages 31 to 44 form part of these 



29

STATEMENT OF CASH FLOWS 


2011 2010 

Note N'000 N'000 

Cash flows from operating activities 

Cash receipts from customers 174,329,229 161,028,981 

Cash paid to suppliers and employees (159,583,675) (152,489,833) 

Cash generated from operations 14,745,554 8,539,148 

Net value added taxes paid (599,766) (546,531) 

Income taxes paid 6 (1,378,847) (1,879,998) 

Net cash provided by operating activities 21 12,766,941 6,112,619 

Cash flows from investing activities 

Purchase of fixed assets 8 (3,461,996) (3,873,580) 

Finance leased assets 9 (136,602) (87,893) 

Interest received and similar income 4 62,733 113,632 

Long term prepayments 113,461 108,152 

Proceeds from sale of fixed assets 94,910 1,844,148 

Net cash provided by investing activities (3,327,494) (1,895,541) 

Cash flows from financing activities 

Interest payable and similar charges (874,998) (464,368) 

Additional finance lease and short term advances 28 202,512 100,578 

Repayment of short term loans and advances 28 (179,874) (116,199) 

Dividends paid 7 (2,716,175) (3,490,285) 

Net cash provided by financing activities (3,568,535) (3,970,274) 

Net (decrease)/increase in cash and cash equivalents 5,870,912 246,804 

Cash and cash equivalents at 1 January 594,053 347,249 

Cash and cash equivalents at 31 December 22 6,464,965 594,053 


NOTES TO THE FINANCIAL STATEMENTS 

1. 

1.1 

THE COMPANY 

Legal form: 

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 authorized, issued and fully paid share capital was N148,541,000 made up of 297,082,000 

ordinary shares of 50k each. With the capitalisation of the bonus issue of 42,440,228 ordinary 

shares of 50k each in March 2004, the authorised share capital became N169,760,918 made up of 

339,521,837 ordinary shares of 50k each. 61.72% of the company's ordinary shares are held by 

Total Societe Anonyme (worldwide) with head office in Paris while the remaining 38.28% are held 

by the Nigerian public. To mark the completion of its corporate mergers, Total Group worldwide 

reverted to its former name Total in 2003 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. 

2011 

Number of 

2010 

Number of 

shares Holdings shares Holdings 

'000 

% '000 % 

Total Societe Anonyme 153,600 45.24 153,600 45.24 

Elf Aquitaine S. A. 55,960 16.48 55,960 16.48 

Enifor Limited 16,839 4.96 27,562 8.12 

Nigerian Citizens & Associations 113,123 33.32 102,400 30.16 

339,522 

100.00 339,522 100.00 

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

31st December, 2011 and as at 28th March, 2012. 

1.2 Principal Activities: 

The Company is engaged in the blending of lubricants and sales of petroleum products. 

2. TURNOVER 

Turnover comprises the net value of sales invoiced to third parties. 

2.1 PRODUCTS 

Petroleum products 

Lubricants and others 

2011 

N'000 

153,927,671 

23,873,715 

2010 

N'000 

143,298,653 

20,801,126 

Gross Turnover 

Less: Commissions and discounts 

Net Turnover 

177,801,386 

3,852,432 

173,948,954 

164,099,779 

3,495,675 

160,604,104 


31

NOTES TO THE FINANCIAL STATEMENTS (Cont’d) 

2.2 SEGMENT REPORTING 

The Company has three main business lines: White Products (Retail and General Trade), 

Lubricants, Special Products and Aviation fuels. 

White Products) 

(Retail & GT) 

N'000 

2011 

Lubricants & 

Aviation 

Special Products Fuels Total 

N'000 N'000 N'000 

Turnover 73.9% 128,584,275 13.2% 22,944,897 12.9% 22,419,783 100.0% 173,948,954 

Cost of Sales 74.8% (113,371,744) 11.1% (16,819,575) 14.1% (21,338,304) 100.0% (151,529,623) 

Gross Profit 67.9% 15,212,531 27.3% 6,125,322 4.8% 1,081,479 100.0% 22,419,331 

White Products) 

(Retail & GT) 

N'000 

2010 

Lubricants & 

Special Products 

N'000 

Aviation 

Fuels 

N'000 

Total 

N'000 

Turnover 

78.7% 

126,329,235 

12.1% 

19,393,130 

9.3% 

14,881,739 

100.0% 

160,604,104 

Cost of Sales 

80.5% 

(112,427,063) 

9.7% 

(13,546,510) 

9.7% 

(13,603,349) 

100.0% 

(139,576,922) 

Gross Profit 

66.1% 

13,902,172 

27.8% 

5,846,620 

6.1% 

1,278,390 

100.0% 

21,027,182 

2.3 

2.4 

There is no disclosure of assets per business segment because the assets of the company are 

not directly related to a particular business segment. 

There is also no distinguishable component of the entity that is engaged in providing products 

or services within a particular environment and that is subject to risk and returns that are 

different from those of components operating in other economic environments. 

3. OTHER OPERATING INCOME 

2011 

N’000 

2010 

N’000 

Network income 205,025 178,796 

Other income ( Note 3.1 ) 264,036 344,730 

Gain on sale of fixed assets - 40,000 

Exchange gain 154,820 79,877 

623,881 643,403 

3.1 

This amount represents income from Bonjour shop, rent, vendor management fees and other 

miscellaneous income. 



2011 

N’000 

2010 

N’000 

4. INTEREST RECEIVABLE AND SIMILAR INCOME 

Interest on domiciliary account 

Interest on call and other deposits 

Interest on staff loan 

Sundry interest income 

859 420 

46,378 70,078 

15,496 20,869 

- 22,265 

62,733 113,632 

5. PROFIT BEFORE TAXATION 

Profit before taxation 

is stated after charging/(crediting) the following: 

Depreciation 

Directors' emoluments: 

Fees 

Others 

Auditors' remuneration 

Interest payable and similar charges 

Technical assistance and management fees 

Loss/(profit)on sale of fixed assets 

Exchange gain 

1,877,527 1,558,720 

800 600 

103,963 118,912 

22,990 22,990 

874,998 464,368 

786,446 831,686 

5,636 (40,000) 

(154,820) (79,877) 

6. TAXATION 

.1 Income tax based on the profit for the year 

Education tax 

Capital gains tax 

Deferred taxation (Note 6.2) 

Per profit and loss account 

Balance brought forward 

Payments during the year 

Deferred taxation 

Per balance sheet 

1,636,641 1,468,293 

162,657 130,710 

1,733 2,905 

1,801,031 1,601,908 

244,380 209,639 

2,045,411 1,811,547 

1,874,785 2,152,875 

(1,378,847) (1,879,998) 

(244,380) (209,639) 

2,296,968 1,874,785 

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) and the Education Tax charge is 

based on the Education Tax Act CAP E4 LFN 2004. 


33


.2 Deferred taxation 

At 1 January 

Charge to profit and loss account (Note 6.1) 

At 31 December 

2011 2010 

N’000 N’000 

2,204,842 1,995,203 

244,380 209,639 

2,449,222 2,204,842 

Deferred tax as at 31st December 2011 was as a result of differences between the rates of 

depreciation adopted for accounting purposes and the rates of capital allowances granted 

for tax purposes. 

7. DIVIDEND PAYABLE 

.1 Summary 

2011 2010 

N’000 N’000 

At 1 January 699,512 495,203 

Final dividend 2,037,131 2,811,241 

Interim dividend 679,044 679,044 

3,415,687 3,985,488 

Payments - Unclaimed dividend paid (352,119) (146,662) 

City Securities Limited (2,716,175) (3,490,285) 

Unclaimed dividend for the year 520,802 350,971 

At 31 December (Note 17) 868,195 699,512 

In accordance with SAS 23, proposed dividends no longer qualify to be recognized as 

provisions in the financial statements as they do not constitute present obligations of the 

Company since they are usually proposed and declared after the balance sheet date. 

Therefore, the proposed dividend for 2011 is shown in Note 20 to the financial statements. 

.2 

.3 

Unclaimed dividends are the amounts payable to Nigerian shareholders in respect of 

dividends previously declared by the company which have been outstanding for more than 

15 months after the initial payment. 

By the provisions of the Company's Articles of Association, dividends which remain 

unclaimed for 12 years stand forfeited. The dividends below accordingly revert to the 

company:- 

No. of 

Shareholders 

2011 

N 

2010 

N 

Dividend No.26 

Dividend No.27 

2,767 

3,115 

- 

9,129,495 

10,381,702 

9,129,495 

10,381,702 



Plant, 

Capital 

Land and equipment Computer work-in- Total 

8. FIXED ASSETS buildings vehicles equipment progress 

N'000 N'000 N'000 N'000 N'000 

.1 Cost 

At 1 January 2011 8,742,154 10,083,275 1,807,910 2,367,925 23,001,264 

Transfers 764,576 839,194 382,985 (1,986,755) - 

Additions 341,787 880,783 293,930 1,945,496 3,461,996 

Disposals (64,517) (251,222) (35,447) (351,186) 

At 31 December 2011 9,784,000 11,552,030 2,449,378 2,326,666 26,112,074 

Depreciation 

At 1 January 2011 1,559,575 5,494,631 1,209,328 - 8,263,534 

Charge for the year 311,917 1,190,907 264,942 - 1,767,766 

Disposals (173) (238,166) (33,879) - (272,218) 

At 31 December 2011 1,871,319 6,447,372 1,440,391 - 9,759,082 

Net book value 

At 31 December 2011 7,912,681 5,104,658 1,008,987 2,326,666 16,352,992 

At 31 December 2010 7,182,579 4,588,644 598,582 2,367,925 14,737,730 

2011 2010 

.2 Cost of land and buildings include: N'000 N'000 

Freehold land 2,969,401 2,719,332 

Buildings 6,814,599 6,022,822 

9,784,000 8,742,154 

Some of the buildings were 

freehold land. 

constructed on land held under rights of occupancy and some on 

.3 

.4 

.5 

.6 

The depreciation charge for the period N1,767,766,000 which is attributable to historical 

cost is included in administrative expenses. 

There is no fixed asset for which there is no record of price or production cost. 

There was no outstanding Capital commitment as at December 2011 (Dec 2010 - N61,636,804). 

Capital work in progress relates to projects under construction. As each project is completed 

it is transferred to appropriate class of fixed assets. 


35


9. FINANCE LEASED ASSETS 

2011 

N'000 

2010 

N'000 

Motor vehicles 

Cost 

At 1 January 448,751 

393,788 

Additions 136,602 

87,893 

Disposal (66,037) 

(32,930) 

At 31 December 519,316 

448,751 

Depreciation 

At 1 January 193,111 

111,273 

Charge for the year 109,761 

99,490 

Disposal (44,459) 

(17,652) 

At 31 December 258,413 

193,111 

Net book value 260,903 

255,640 

During the period, the Company acquired motor vehicles amounting to N136,601,500 under 

finance lease contracts. These had been capitalised and depreciated in accordance with 

the requirements of the Statement of Accounting Standards No.11. Depreciation charges 

for the year are included in administrative expenses. 

2011 2010 

10. INVESTMENTS N'000 N'000 

10.1 At cost: Shares in 

Bank of Industry Limited - 10 

Oando Plc - 20 

African Petroleum Plc - 1 

- 31 

10.2 At 1 January 31 31 

Investment written off during the year (31) - 

At 31 December - 31 

11. LONG TERM PREPAYMENTS 

Long term prepaid network 1,543,128 1,633,108 

Prepaid depot expenses 82,000 147,600 

Prepaid rent- residences and offices 52,756 10,637 

1,677,884 1,791,345 



12. INVENTORY 

2011 2010 

N'000 

N'000 

Raw materials 1,079,567 990,618 

Finished goods 10,721,634 10,853,107 

Goods in transit 1,122,003 189,859 

Consumable equipment and spares 1,255,767 903,640 

14,178,971 12,937,224 

Provision for obsolete spares and slow moving stock (465,313) (180,462) 

The Directors consider 

the book values. 

13. TRADE DEBTORS 

13,713,658 12,756,762 

Customers’ accounts 8,003,516 7,641,369 

Provision for doubtful debts (660,155) (541,613) 

14. PREPAYMENTS AND OTHER DEBTORS 

7,343,361 7,099,756 

Prepaid rent- Depot, Network and Employees 1,665,731 1,567,214 

Other receivables 2,150,034 2,072,773 

Bridging Claims less provision (Note 14.1) 2,277,341 5,012,043 

Receivable from Petroleum Support Fund - 2,317,943 

City Securities Limited (Unclaimed dividends) 868,195 699,512 

6,961,301 11,669,485 

14.1 Bridging Claims 2,658,675 5,225,601 

Provision (381,334) (213,558) 

15. TRADE CREDITORS 

that the replacement cost of stocks is not materially different from 

2,277,341 5,012,043 

Trade creditors 10,487,728 9,840,210 

Bridging contribution 4,740,559 5,811,799 

Other suppliers 4,033,958 3,416,285 

Provisions 2,348,037 3,493,582 

21,610,282 22,561,876 


37


2011 2010 

N'000 

N'000 

16. LEASE AND SHORT TERM LOANS 

Advance on finance lease - (Note 28) 99,882 102,977 

17. OTHER CREDITORS AND ACCRUALS 

Sundry creditors 4,409,079 2,648,189 

Security deposits 3,422,792 3,406,156 

Accrued liabilities 1,140,894 963,214 

Staff pension - Note 17.1 13,049 5,276 

Staff gratuity - Note 17.2 7,122 38,647 

Suppliers' retention 36,699 24,183 

Dividend payable - (Note 7) 868,195 699,512 

17.1 Staff Pension 

9,897,830 7,785,177 

At 1 January 5,276 6,350 

Provision for the year 329,302 181,515 

Remittance during the year (321,529) (182,589) 

At 31 December 13,049 5,276 

17.2 Staff gratuity contribution 

At 1 January 38,647 - 

Contribution during the year 125,705 106,728 

Outstanding balance from defined benefit scheme (17.3) - 38,647 

Remittance during the year (157,230) (106,728) 

At 31 December 7,122 38,647 

17.3 

The company changed its staff gratuity plan from defined benefit to defined contribution 

during the year ended 31 December 2010 and made full payment to the fund managers of 

individual employees. The company continues to make full payments to the fund 

managers. 

18. SHARE CAPITAL 

Authorised, issued and fully paid 

339,521,837 Ordinary shares of 50k each 

2011 2010 

N'000 N'000 

169,761 169,761 

History of share capital 

224,000,000 ordinary shares of 50k each (1997) 

73,081,608 ordinary shares of 50k each issued in 

exchange of Elf Oil Nigeria Limited (2001) 

42,440,000 ordinary shares of 50k each issued as 

bonus shares transferred from Bonus issue reserve (2004). 

112,000 112,000 

36,541 36,541 

21,220 21,220 

169,761 169,761 



19. CAPITAL RESERVE 

This represents net capital reserve arising on exchange of shares in respect of merger 

with Elf Oil Nigeria Limited. 

2011 2010 

N'000 

N'000 

20. GENERAL RESERVE 

At 1 January 8,495,991 6,549,638 

Final dividend-prior year (2,037,131) (2,811,241) 

Interim dividend - Current year (Note 7) (679,044) (679,044) 

Profit for the year 3,813,202 5,436,638 

At 31 December 9,593,018 8,495,991 

On 30 June 2011, a final dividend of 600 kobo per share was approved at the Annual General 

Meeting and was paid to shareholders (total value of N2.037 billion) for the year ended 31 

December 2010. In respect of the current year, the Directors paid an interim dividend of 200 

kobo per share (total value of N679.04 million) and proposed that a final dividend of 700 kobo 

per ordinary share should be paid to shareholders. The dividend is subject to approval by 

shareholders at the Annual General Meeting and deduction of witholding tax at the 

appropriate rate. Consequently, it has not been included as a liability in these financial 

statements. The proposed dividend is payable to all shareholders on the Register of Members 

on 20 April 2012 and will be paid on 14 June 2012. The estimated dividend to be paid is 

N2.377 billion. 

21. RECONCILIATION OF NET INCOME TO CASH PROVIDED 

BY OPERATING ACTIVITIES 

2011 2010 

N'000 

N'000 

Profit after tax 3,813,202 5,436,638 

Adjustment to reconcile net profit to net 

cash provided: 

Depreciation of fixed assets 1,877,527 1,558,720 

(Profit)/loss on asset disposal 5,636 (40,000) 

Investment written off 31 

- 

Extraordinary item - Profit on sale of Abuja Office - (1,464,721) 

Interest payable and similar charges 874,998 464,368 

Interest receivable and similar income (62,733) (113,632) 

Changes in assets and liabilities: 

Increase in stock (956,896) (1,466,797) 

Increase in trade debtors (243,605) (178,526) 

Decrease in prepayment and other debtors 4,708,184 289,815 

Increase in due from related companies (2,192,541) (159,216) 

(Decrease)/increase in creditors (951,595) 1,538,684 

Increase in due to related companies 3,115,516 867,699 

Increase in other creditors and accruals 

2,112,653 826,829 

Increase/(decrease) in tax payable 422,184 (278,090) 

Increase in deferred tax provision 244,380 209,639 

Decrease in provision for retirement benefits - (1,378,791) 

8,953,738 675,981 

Net cash provided by operating activities 12,766,941 6,112,619 


39


22. CASH AND CASH EQUIVALENTS 

2011 2010 

N'000 

N'000 

Bank and cash balances 6,796,799 2,127,163 

Foreign currencies purchased for imports 2,853,501 3,596,577 

Bank overdrafts (3,185,335) (5,129,687) 

23. INFORMATION REGARDING DIRECTORS 

AND EMPLOYEES 

6,464,965 594,053 

.1 Emoluments of the Directors of the Company were: 

2011 2010 

N'000 

N'000 

As fees 800 600 

Other emoluments 103,963 118,912 

104,763 119,512 

.2 Emoluments of the highest paid Director were N45,531,151 (2010 - N61,148,914) 

.3 

The table below shows the number of Directors whose emoluments during the year 

excluding pension contributions were within the ranges stated: 

2011 2010 

N N Number Number 

Less than - 1,000,000 4 3 

1,000,000 - 2,000,000 - - 

2,000,001 - 3,000,000 - - 

3,000,001 - 4,000,000 - - 

4,000,001 - above 2 3 

6 6 

.4 Number of Directors who had no emoluments 4 5 



.5 

The table below shows the number of staff of the Company whose emoluments during the 

year excluding pension contributions were within the ranges stated: 

2011 2010 

N N Number Number 

1,500,001 - 2,000,000 - 1 

2,000,001 - 2,500,000 3 17 

2,500,001 - 3,000,000 23 17 

3,000,001 - 3,500,000 8 13 

3,500,001 - 4,000,000 10 91 

4,000,001 - 4,500,000 14 62 

4,500,001 - 5,000,000 106 116 

5,000,001 - 5,500,000 97 38 

5,500,001 - 6,000,000 70 20 

6,000,001 - 6,500,000 28 19 

6,500,001 and above 113 75 

472 469 

.6 

The average number of persons employed in the financial year and the staff costs were as 

follows: 

2011 2010 

Number Number 

Managerial staff 98 90 

Senior staff 334 335 

Junior staff 40 44 

472 469 

The related salaries and wages amounted to N4,717,975,727 (2010 - N3,929,869,528). 

.7 Staff costs relating to the above were: 

Salaries and wages 

Pension and social benefits 

Staff medical expenses 

2011 2010 

N'000 N'000 

4,187,432 3,419,024 

335,479 345,221 

195,065 165,624 

4,717,976 3,929,869 

2011 Annual Report & Accounts 41


24. 

EARNINGS PER SHARE 

From continuing operations 

The calculation of the basic earnings per share is based on the following data: 

2011 2010 

Earnings 

N'000 N'000 

Earnings for the purpose of basic earnings 

per share being net profit attributable to equity 

holders of the company 3,813,202 5,436,638 

2011 2010 

Number Number 

'000 '000 

Number of Shares 

Number of ordinary shares for the purpose 

of basic earnings per share 339,522 339,522 

Earnings per 50k share (Naira) - Basic 11.23 16.01 

25. GUARANTEES AND OTHER FINANCIAL COMMITMENTS 

.1 

Financial commitments 

The Company did not charge any of its assets to secure liabilities of third parties. 

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. 

.2 Contingent liabilities 

There are contingent liabilities in respect of legal actions against the company 

amounting to N2,837,556,902 (Dec 2010 - N3,008,607,695). Management has not 

made provision for these contingent liabilities as consultation with the Company's 

external solicitors has indicated that the likely outcome of the legal action will favour 

the Company. 

26. TECHNICAL SERVICE AGREEMENT 

The Company has a technical service agreement with Total Outre-Mer which is 

renewable every 3 years subject to the approval of The National Office for Technology 

Acquisition and Promotion (NOTAP). The amount charged in the profit and loss account 

was N786,446,276 (2010: N831,686,514). 



27. RELATED PARTY TRANSACTIONS 

During the year, the company traded with related parties on terms similar to such 

transactions entered into with third parties as follows: 

Amount Amount 

owed owed 

Sales of Purchase by related to related 

2011 Goods of Goods Others Companies Companies 

N'000 N'000 N'000 N'000 N'000 

Total Outre - Mer - 50,015,359 - - 6,267,977 

Total International - 9,168,460 - - 2,241,217 

Elf Petroleum (Total E & P ) 13,278,388 - 2,706,983 - 

Elf Aquitaine - - 103,525 - 103,525 

Total S. A. - - 300,642 - 300,642 

Total France - - 6,441 - 6,441 

Air Total International 212,933 - - - 11,725 

Total Gestion - - 26,487 - 26,487 

Total Guinea Conakry - - 1,310 1,310 - 

Total Gaz - - 285 285 - 

Total Gambia ` - 4,427 4,427 - 

Total Ghana - - 483 483 

Total RM 6,853 6,853 

Total Lubrifiants 323,219 - - 46,407 - 

13,814,540 59,183,819 450,453 2,759,412 8,965,350 

Amount Amount 

2010 Sales of Purchase Others owed owed 

Goods of Goods by related to related 

Companies Companies 

N'000 N'000 N'000 N'000 N'000 

Total Outre - Mer - 29,434,998 - - 5,075,718 

Total International - 4,459,531 - - 370,946 

Elf Petroleum (Total E & P ) 7,400,004 - - 530,899 - 

Air Total International 1,308,696 - 3,641 - 3,641 

Elf Aquitaine - - 103,525 - 103,525 

Total S. A. - - 284,160 - 284,160 

Total France 11,508 - 11,844 

Total Gestion - - 1,106 1,106 - 

Total Guinea Conakry - - 295 295 - 

Total AXA - - 335 335 - 

Total Lubrifiants 254,622 - - 34,236 - 

8,963,322 33,894,529 404,570 566,871 5,849,834 


43


28. LEASE OBLIGATION 

.1 Reconciliation of minimum lease payment to present value. 

Minimum Future Finance Present Value 

Lease payment Charges of obiligation 

Period not later than one year 127,667 27,785 99,882 

Period later than one year and not later than five years 215,490 26,763 188,727 

Period later than five years - - - 

343,157 54,548 288,609 

Lease obligation due within 12 months 99,882 

Lease obligation due after one year 188,727 

Present value of lease obligation 31 December 2011. 288,609 

.2 Lease and Short term Loan 

2011 2010 

N'000 N'000 

Balance at 1 January 265,971 281,592 

Additions 

202,512 100,578 

Payments (179,874) (116,199) 

Balance at 31 December 288,609 265,971 

29. POST BALANCE SHEET EVENTS 

There was no post balance sheet event that could have material effect on the state of affairs of the 

company at 31 December 2011 and on the profit for the year ended on that date that has not been 

taken into account in these financial statements. 

30. RECLASSIFICATION OF BALANCES 

Certain comparative balances have been reclassified to ensure proper disclosure and uniformity with 

current year's presentation. 


STATEMENT OF VALUE ADDED 


2011 2010 

N'000 % N'000 % 

External sales 173,948,954 160,604,104 

Other operating income 623,881 643,403 

Interest receivable and similar charges 62,733 113,632 

Extraordinary item 1,464,721 

Less: Bought in materials and services 

- Imported (51,927,702) (37,507,763) 

- Local (109,378,751) (112,116,955) 

Value added 13,329,114 100 13,201,142 100 

Applied as follows: 

To pay employees: 

Salaries, wages, pensions and social benefits 4,717,976 35 3,929,869 30 

Organisational restructuring benefits - - - - 

To pay providers of capital: 

Interest payable and similar charges 874,998 7 464,368 3 

To pay government: 

Income tax, education tax and capital gains tax 1,801,031 14 1,601,908 12 

To provide for replacement of assets, payment of 

dividend to shareholders and future 

development: 

Deferred tax 244,380 2 209,639 2 

Depreciation 1,877,527 14 1,558,720 12 

Profit for the year 3,813,202 28 5,436,638 41 

13,329,114 100 13,201,142 100 

Value added represents the additional wealth which the Company has been able to create by its own and 

its employees' efforts. This statement shows the allocation of that wealth among employees, providers of 

capital, government and that retained for the future creation of more wealth. 


45

FIVE-YEAR FINANCIAL SUMMARY 

2011 2010 2009 2008 2007 

N'000 N'000 N'000 N'000 N'000 

CAPITAL AND RESERVES 

Share capital 169,761 169,761 169,761 169,761 169,761 

Capital reserve 263,436 263,436 263,436 263,436 263,436 

General reserve 9,593,018 8,495,991 6,549,638 6,835,787 5,905,747 

10,026,215 8,929,188 6,982,835 7,268,984 6,338,944 

ASSETS EMPLOYED 

Fixed assets 16,352,992 14,737,730 12,647,529 11,236,909 9,943,600 

Leased assets 260,903 255,640 282,515 218,243 107,359 

Investments - 31 31 31 31 

Long term prepayments 1,677,884 1,791,345 1,899,497 1,529,485 1,437,348 

Net current liabilities (5,627,615) (5,487,722) (4,472,743) (2,849,115) (2,303,385) 

Long term liabilities (2,637,949) (2,367,836) (3,373,994) (2,866,569) (2,846,009) 

10,026,215 8,929,188 6,982,835 7,268,984 6,338,944 

TURNOVER AND PROFITS 

Turnover 173,948,954 160,604,104 178,570,273 177,411,946 137,339,503 

Profit before taxation 5,858,613 5,783,464 6,163,359 6,508,186 4,828,795 

Profit after taxation 3,813,202 5,436,638 3,968,059 4,393,162 3,255,410 

Dividends (interim & proposed) 3,055,697 2,716,175 3,965,614 4,390,017 3,255,458 

Earnings: 

Per 50k share (basic) (Naira) 11.23 16.01 11.69 12.94 9.59 

Dividend: 

Per 50k share (actual) (Naira) 9.00 8.00 11.68 12.93 9.50 

Net assets: 

Per 50k share (actual) (Naira) 29.53 26.30 20.57 21.41 18.67 

NOTE: 

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. 

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. 

Interim dividend of N2.00 (2010 - N2.00) was paid during the year. A final dividend of 7.00 (2010- N6.00) was 

proposed for the year ended 31 December 2011 as contained in Notes 7 and 20 of these financial statements. 


“ COLLABORATION: 

A PATH FOR TOMORROW”.


A PATH FOR TOMORROW”. 

THE TRUCK DRIVER'S 

TRAINING SCHOOL 

T 

he petroleum marketing industry with 

a stock in trade of high – risk products 

is constantly faced with the daunting 

challenges of industrial and personal safety. 

Ensuring Truck and product safety is even made 

more complex by difficulties inherent in our 

national road transportation network. This is why 

Total Nigeria Plc makes safety its foremost 

slogan, a daily focus and an ultimate battle we 

must win hence the company's establishment of 

The Truck Driver Training School (TDTS). This 

trail blazing school was opened on the 28th of 

March, 2011 in Ibadan. The school provides an 

ideal environment for the training of truck drivers 

about defensive driving techniques, the dangers 

of hydrocarbon products and safe handling of 

same, loading and offloading procedures and 

Heavy Duty Vehicles (HDV) power transmission. 

The drivers are also trained on the behavior of a 

vehicle in relation to the relevant braking 

techniques. 

It naturally came out that practical 

demonstrations of all techniques described in the 

classrooms would magnify the effect of this 

positive training, making it a real sustainable 

contribution to the future of road safety. In 2011, 

over 1400 TNPLC truck drivers were trained in 

the Ibadan Training School, with capacity for 

more external drivers. The School premises 

houses an ultra-modern and automated Vehicle 

Inspection centre to ensure that not only the 

drivers' behaviors are being modified, but also 

ensuring that material trucks are of quality and 

safety conditions. 

Total Nigeria Plc bears in mind that road 

transport lays at the heart of its activities 

therefore road safety is an everyday priority. 

Consequently the company came up with 

strategies to achieve this hence the creation of 

the Track Centre (the second phase of the Truck 

Driver Training School). This centre will offer a 

unique opportunity for Drivers to spend more 

time behind the wheel, learning by practice in 

safe conditions, how to manage dangerous 

situations. In addition, it is intended to open the 

Centre to external professional drivers. The 

Track Centre will require at least 17 hectares of 

land, 2.7 kms of tracks coated with specific 

professional paint, full irrigation and 5 trucks. 

Bearing in mind that road safety is a 

global/national issue and actions to prevent 

accidents have to be done together if they are to 

be effective. Hence Total Nigeria Plc is 

developing strategic partnerships with its sister 

company, Total Exploration and Production 

Nigeria Limited (TEPNL) and the Oyo State 

government for the donation of land. 

The company has equally set in motion the process of renewing its entire transport fleet by the year 

2015. It intends to achieve this by partnering with Messrs Lanre Shittu Motors Nigeria Limited, the 

country's representative of MACK tractors to supply our transporters with 50 trucks. 

With these strategic partnerships, TNPLC intends to build a path for tomorrow to bring sustainable 

results in years to come. 




LAGOS 4X4 RALLY 

POWERED BY TOTAL QUARTZ 

T 

Total Nigeria Plc through the years 

remain a reference point in lubricants 

technology as attested to in Nigeria 

by numerous customer surveys of the product 

quality in the market. To showcase the efficacy 

of its Quartz 4X4 lubricant, the company 

partnered with Hemenga Grand Prix in 2011 to 

sponsor the Lagos Rally. 

History has it that the Grand Prix started in 

France as just a motor racing competition from 

town to town and has since evolved from a 

simple race to an endurance test for the car and 

the driver. At Total, continuous creativity is the 

hallmark of all our marketing efforts with the 

sole aim of presenting quality products to the 

end user hence the production of the Quartz 

4x4 lubricant (an engine oil that improves the 

endurance of 4-wheel drives) and the strategic 

partnership with Hemenga Grand Prix to 

promote the advantages of this lubricant at the 

Lagos rallies. 

The Company has through the years created 

awareness of this innovative product through 

these rallies and is proud to announce that it is 

the only company presently in Nigeria 

producing this particular type of lubricant for 

this specific brand of vehicles. 

The rallies are equally intended to compensate 

TNPlc's customers who have remained loyal to 

this brand of the Total lubricant over the years 

and to also create an atmosphere of relaxation 

for spectators who would learn that the power 

behind the wheel is the Quartz 4x4 lubricant. 

The Quartz 4x4 is an advanced technology 

product specifically formulated to meet the 

demanding requirements of 4-wheel drive cars 

which are designed to operate in the toughest 

conditions. The endurance test of a vehicle 

cannot be complete without the type of engine 

oil the vehicle is subject to. The 4- wheel drive 

car has a drain –train which allows all four 

wheels to receive torque for the engine at the 

same time. These vehicles are built for tough 

and difficult terrains, and besides the big ones 

popular on Nigerian roads, smaller cars such 

as those used for rallies and safaris may also 

be 4-wheel drives. 

Research has indicated that the Quartz 4x4 is 

by far the best lubricant for these heavy 

engines as it assists them in coping with the 

roughness of road surfaces in all driving 

conditions particularly during the rainy season. 

It is a top quality new generation synthetic 

based multi – grade oil which meets the latest 

API SL/CF and ACEA-A3/B3 international 

specifications and is suitable for both diesel 

and petrol engines. This unique oil offers high 

protection to engines in most extreme 

circumstances (dusty environments, desert 

conditions, grid-lock urban traffic etc), besides 

extending the engine's life span, it offers 

extended drain intervals (above 7,500km 

depending on the environment and usage), 

reduces carbon emission and is also great on 

fuel economy. 

2011 Annual Report & Accounts 51



THE STAIRWELL 

I N I T I A T I V E 

Total Nigeria Plc recognizes the fact that 

employee's health, welfare, satisfaction and 

motivation are indispensable tools in the 

sustainability of its business, therefore as 

part of the year's Healthy Living Campaign, 

the company collaborated with its medical 

professional partners (Medexia) in 

introducing a new challenge tagged “Take 

The Stairs”. This stairwell initiative was 

geared towards motivating employees to 

carry out physical activities especially while 

at work and to check mate various health 

challenges associated with long term 

diseases emanating from lack of exercise. 

Studies have shown that 60% of working 

adults do not get the recommended amount 

of physical activity, while 25% are not active 

at all making them highly prone to ill health. 

Considering all our modern conveniences 

including cars, elevators, computers, etc. an 

individual could go a whole day without 

getting the necessary physical activity. 

Employees of TOTAL NIGERIA PLC having a 

great understanding of the benefits of good 

health bought into the laudable idea of the 

stairwell initiative hence combining work with 

physical activities as a daily routine without 

negative effect on productivity. It has been 

proven that choosing the stairs instead of the 

elevator can boost the amount of exercise 

accumulated throughout the day, burn 

unwanted calories, fight weight gain and 

provide significant health benefits. As often 

as an individual goes up and down the stairs, 

the stronger the person becomes and the 

easier the activity becomes. Participating in 

this initiative permits employees to monitor 

and measure their achievement per day 

using a pedometer distributed by the 

company. 

Reduced blood cholesterol 

Lower blood pressure 

Increased cardiovascular endurance 

Boosted bone strength 

Burnt calories keeping their weight down 

Promoted psychological well-being 

Lowered risk of premature death 

Since the launch of the programme, 

employees have been actively participating 

in the “Take the Stairs” initiative and are able 

to monitor and measure their achievement 

per day using a pedometer distributed by the 

company. 

Ultimately, Total Nigeria Plc will have 

healthier employees with boosted morale. 

It is expected with the introduction of this 

initiative that employees will end up having; 




I 

n 2006, the Total Nigeria Plc 

pilot HIV/AIDS awareness 

campaign initiative was 

launched in Lagos using 20 service 

stations. Till date, the Company has 

not relented in its effort at combating 

the disease and reducing its effects 

on the society. To have an increased 

and more sustainable impact of the 

program in its communities, the 

Company went into collaboration with 

Total Upstream Company in Nigeria 

in 2011. This collaboration has in no 

small measure expanded the impact 

of the campaign through the 

provision of advanced hi-tech 

HIV/AIDS screening machines to 

identified medical facilities in 

beneficiary communities. They are 

able to access highly subsidized 

screening at close proximity; 

beneficiary states now get to access 

free HIV counselling and testing for 

longer periods as the collaboration 

ensures longer testing periods and 

establishment of support groups to 

cater for identified positive livers. In 

addition, more peer educators are 

trained, this means more people are 

reached by these peer educators in 

the course of their work. 

The primary target of the campaign is 

to extend this program to all states of 

the federation. It has so far been 

launched in 14 States in Nigeria. 

They include, Lagos State, FCT 

(Abuja),Kano, Calabar (CrossRiver 

State),Benin(Edo State), Port- 

Harcourt(Rivers State), Makurdi 

(Benue State), Katsina State, Owerri 

(Imo State), Ibadan (Oyo State), 

Ilorin (Kwara State), Akure(Ondo 

State), Uyo (Akwa-Ibom State) and 

Kaduna State. 

With further collaboration planned on 

this project, the objective reaching a 

much more wider population of the 

country with far reaching and 

measurable impact will be achieved 

in no time. 


53

SHARE CAPITAL HISTORY 

1. The authorized share capital has been increased as follows: 

th 

On the 10 of April, 1958 to 

th 

On the 18 of August, 1959 to 

th 

On the 25 of May, 1960 to 

th 

On the 30 of November, 1976 to 

st 

On the 21 of June, 1978 to 

N1,500,000 

N2,000,000 

N3,000,000 

N5,000,000 

N10,000,000 

st 

2. On the 21 June, 1978 each share of =N=20 each was sub-divided into 40 shares of 50 

kobo each. 

th 

3. As at 10 October, 1978 the authorized capital of the company was N10,000,000 divided 

into 20,000,000 shares of 50 kobo each. 

th 

4. By a special resolution of the Annual General Meeting of the 8 of August, 1980 the 

authorized share capital of the company was increased to =N= 15,000,000 divided into 

30,000,000 ordinary shares of 50 kobo each. 

th 

5. By a special resolution of the Extra-ordinary General Meeting of the 18 of October, 1982 

the authorized share capital of the company was increased to =N= 22,500,000 divided 

into 45,000,000 ordinary shares of 50 kobo each. 

th 

6. By a special resolution of the Annual General Meeting of the 27 of June, 1984 the 



rd 




th 

8. By a special resolution of the Annual General Meeting of the 11 of July, 1991 the 



th 




th 




th 



224,000,000 ordinary shares of 50 kobo each 

th 

12. By a special resolution of the Annual General Meeting of the 28 of August, 2001 the 



th 


authorized and issued share capital of the company was increased to =N= 

169,760,918.00 divided into 339,521,836 ordinary shares of 50 kobo each 


LIST OF MAJOR DISTRIBUTORS 

NORTHERN TERRITORY 

No. STATE NAME OF DEALER STATION 

1. 

2. 

3. 

4. 

5. 

6. 

7. 

8. 

9. 

10. 

11. 

12. 

13. 

14. 

15. 

16. 

17. 

18. 

19. 

20 

21 

22 

23 

Adamawa 

Bauchi 

Benue 

Borno 

F.C.T. 

F.C.T. 

Gombe 

Jigawa 

Jigawa 

Kaduna 

Kano 

Kano 

Katsina 

Kogi 

Kogi 

Nasarawa 

Niger 

Plateau 

Plateau 

Sokoto 

Taraba 

Yobe 

Zamfara 

M Samuel 

Ibrahim Saidu 

Dickson Bala 

M. Kachalla 

F. Sule 

A. A. Minijibir 

M.B. Abubakar 

H. Abdul 

Ibrahim Husseini 

A. Hassan 

Jamilu Nashe 

Tijani Hashim 

S. Abdulsalam 

E. O. Ilonoh 

Tunde Oyediran 

Ibrahim Shehu 

Haruna Baba 

Abdul Danladi 

Janet Eru 

I. Gobir 

S. Nabasu 

M Adamu 

Abdul Ododo 

Airport Road - Service Station 

Yandoka Bauchi - Service Station 

Makurdi Centre Service Station 

Race Course Service Station, M'Guri 

Total House Filling Station 

Asokoro Service Station 

Bauchi Road, Gombe - Service Station 

Mallam Madori Motor Park - Filling Station 

Hadejia Town 

Walf Road, Kaduna - Service Station 

Kano Co-operative Service Station, Kano 

Zoo Road, Kano 

IBB Way Katsina - Service Station 

Ankpa Filling Station 

Post Office Road, Lokoja 

Lafia - Service Station 

Bosso Station Road - Filling Station Minna 

Dogon Dutse - Jos Filling Station 

Yakubu Gowon Way 

Ahmadu Bello Way - Service Station 

Jalingo - Service Station 

Damaturu Filling Station 

Railway Station Gusau - Filling Station 

EASTERN TERRITORY 

24 

25 

26 

27 

28 

29 

30 

31 

32 

33 

34 

35 

36 

37 

38 

39 

40 

Abia 

Akwa Ibom 

Akwa Ibom 

Cross River 

Delta 

Edo 

Ekiti 

Ekiti 

Enugu 

Imo 

Kogi 

Ondo 

Onitsha 

Onitsha 

Osun 

Rivers 

Rivers 

P. C. Ogbu 

C. ETIM 

UDUAK UMOH 

Francis Udoka 

Onuoha Okoh 

Andrew Ekeananye 

Abraham Olabanji 

Kayode Olawunmi 

M Madu 

S. EDUEME 

Sunday Obinyan 

Bolanle Folorunsho 

B. Okereke 

J. Azubuike 

D. A. Adeyanju 

J Erekosima 

CHIGOZIE NWOKO 

Aba GRA – Filling Station 

Ikot Ekpene – Aba Road – Filling Station 

Uyo Town 

Calabar Road Service Station, Clalabar 

Asaba Bridge Head – Filling Station 

Ugbowo Filling Station, Benin 

Iworoko Road, Ado-Ekiti – Filling Station 

Ado Owo, Akure Ekiti 

Agbani Road, Enugu – Service Station 

Douglas Road, Owerri – Service Station 

Okene Filling Station 

Ore Express Service Station, Ore 

Nkpor Junction, Onitsha – Filling Station 

Awka Road, Onitsha. 

Ibadan Road Ile Ife – Service Station 

Mile 2 Diobu, Port-Harcourt – filling station 

Runmubiakani 


55

LIST OF MAJOR DISTRIBUTORS (Cont’d) 

WESTERN TERRITORY 

No. STATE NAME OF DEALER STATION 

41 

42 

43 

44 

45 

46 

47 

48 

49 

50 

51 

52 

53 

54 

55 

56 

57 

58 

59 

60 

61 

62 

63 

64 

65 

66 

67 

68 

69 

70 

71 

72 

73 

74 

75 

76 

77 

Kwara 

Kwara 

Kwara 

Kwara 

Kwara 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Lagos 

Ogun 

Ogun 

Ogun 

Ogun 

Ogun 

Ogun 

Ogun 

Osun 

Osun 

Osun 

Oyo 

Oyo 

Oyo 

Oyo 

Oyo 

Samuel Abiola 

Yaya Akande 

Tunde Hassan 

Musibau Olanipekun 

Femi Akinpelu 

S. C. Mozia 

Muda Kareem 

S.O.MORIN 

Ayo Ajayi 

B O Fakorede 

O.ONI 

K.Nwidobie 

T Okorie 

JIDE ALESHE 

DELE RABIU 

C.OLAJIDE 

G.EFEVWIARE 

S.A.OLOFIN 

Fathia Babatunde Kassim 

Makunjola M 

Akanji Sanni 

Kusimo Bimbo 

Titus Omotshein 

Sadiku Muibi 

Solomom Aderohumu 

Oseni Sanni 

Olurin Olatunji 

Mudashiru Bolaji 

Segun Ojumola 

Gbenga Adeyanju 

Alh. Olatunde 

Mr. Taju Olalere 

Mr. Ogunmojede 

Oluwaseun Joseph 

Elder Degun 

Gbenga Idowu 

Mr. Wole Oladipo 

Ogbomosho Road Service Station, Ogbomosho Road, Ilorin 

Jebba Rd, Old Jebba Rd, Agric, Ilorin 

Station Road Service Station, Ilorin 

Omu Aran filling station, Omu Aran Town 

Offa Town Service Station, Offa Kwara State 

Awolowo Road, Ikoyi, Lagos. 

Ojota 2 Service Station, Ojota Bus stop, Lagos 

Festac Service Station, 3rd Gate Festac, Lagos 

Alausa Service Station, Secretariat Road, Alausa, Ikeja, Lagos 

Lekki 2 Service Station, Ikate/Epe, Lagos 

Oshodi Service Station Anthony/Oshodi express way, Lagos 

Western Avenue 

Sura Service Station Simpson Street, Lagos 

Lekki 1 Service Station, Oba- Oniru Estate, Lekki, Lagos 

Onigbagbo Service Station, Onigbongbo, Maryland, Lagos 

Diya S/S Diya Street Gbagada 

Old Toll Gate, Old Lagos Toll Gate Lagos- Ibadan Express way 

Surulere Service Station, Ishaga Road, Surulere, Lagos 

Ikorodu Town Station, Ikorodu Round About, Ikorodu 

Benson Bus Stop, Ikorodu/Sagamu Road 

Pen Cinema 

Agege 

Sagamu Center Service Station 

Ode Remo SS, Lagos/Ibadan Expressway 

Abeokuta Road ,Ijebu, Ogun State 

Ibadan Road , Ijebu ode 

Ejirin Road, Ijebu Ode 

Obantoko Service Station, Abeokuta 

Oketokun Station, Abeokuta 

Ibadan Road Service Station, Ibadan Road, Ife 

Oshogbo Road Service Station, Ilesha. 

Ife Centre , Iremo Road, Ile-Ife. 

Mokola Service Station, Mokola Roundabout, Ibadan 

New Reservation F/S, Iyaganku, Ibadan 

Eleyele 1 Service Station, Magazine Rd, Jericho, Ibadan 

New Ife Road, Ife Road, Ibadan 

Sango Service Station, Oyo Road, Sango Bus stop, Ibadan. 



MANDATE FOR DIVIDEND PAYMENT TO BANKS 

TO: 

The Registrar 

City Securities (Registrars) Ltd 

17A Tinubu Street 

P. O.Box 9117 

Lagos. 

I Hereby request that from now on, all my dividend warrants due to me from my holdings in 

Total Nigeria Plc be paid directly to my bank account named stated below: 

SHAREHOLDER’S FULL NAME 

ADDRESS 

SIGNATURE 

GSM NUMBER 

NAME OF BANK 

BANK BRANCH 

BRANCH ADDRESS 

ACCOUNT NUMBER 

BANK SORT CODE 

For Bank’s Use Only 

Official stamp and Authorised Signatories 

Page No and Name 

We agree to the Customer’s request as stated above

PROXY FORM 

I/We 

TOTAL NIGERIA PLC. RC:1396 

Annual General Meeting to be held Shell Hall, 

Muson Centre, 8/9 Marina, Onikan, Lagos 

at 11.00am on Wednesday 13th June, 2012 

RESOLUTIONS For Against 

To adopt the Report and 

Financial Statements 

being a member/members of 

TOTAL NIGERIA PLC hereby 

Appoint 

or failing him the Chairman of the meeting as my/our proxy to 

vote for me/us on my/our behalf at the Annual General 

Meeting of the Company to be held on 13th day of June, 2012 

and any adjournment thereof. 

Dated the day of 2012 

Shareholder’s Signature 

NOTES 

(1) 

(2) 

(3) 

(4) 

A member (Shareholder) who is unable to 

attend an Annual General Meeting is allowed 

by law to vote by proxy. The above proxy form 

has been prepared to enable you exercise your 

vote cannot personally attend. 

Provision has been made on this form for the 

Chairman of the meeting to act as your proxy, 

but if you wish, you may insert in the blank 

space on the form (marked*) the name of any 

person, whether a member and vote on your 

behalf instead of the Chairman of the meeting. 

Please sign the above form and post it so as to 

reach the address shown overleaf not later 

than 11.00am. on 11th June, 2012. if executed 

by a corporation, the proxy form should be 

sealed with it’s common seal. 

The proxy must produce the Admission Card 

sent with the Annual Report and Accounts to 

obtain admission to the meeting. 

To declare a dividend 

To re-elect Mr. S. Mittelman 

as Director 

To re-elect Engr. J. W. Adeyinka 

as Director 

To re-elect Chief F. Majekodunmi 

as Director 

To appoint Ms. T. Ibru 

as Director 

To appoint Mr. M. Nguer 

as Director 

To appoint Mr. D. Toulouse 

as Director 

To appoint Engr. A. Rufai Sirajo 

as Director 

To fix the remuneration of 

the Directors 

To authorise the Directors to fix 

the remuneration of the Auditors 

To elect members of the 

Audit Committee 

Please indicate with an “X” in the appropriate space how you wish 

your vote to be cast on resolutions set out above. Unless other wise 

instructed, the proxy will vote or abstain from voting at his discretion. 

TOTAL NIGERIA PLC. RC 1396 

Annual General Meeting Admission Card 

Please admit: 

to the Annual General Meeting of TOTAL NIGERIA PLC which will be held at Shell Hall, Muson Centre, 

8/9 Marina, Onikan, Lagos on Wednesday, 13th June 2012 

NUMBER OF 

SHARES HELD 

This admission card must be produced by shareholder or his proxy in order to obtain admission 

to the Annual General Meeting. 

OLUBUNMI POPOOLA -MORDI 

Company Secretary

FIRST FOLD HERE 

SECOND FOLD HERE 

The Registrar 

City Securities (Registrars) Limited 

Primrose Towers, 

17A Tinubu Street, 

P. O. Box 9177, 

Lagos. 

THIRD FOLD HERE 

Plaese Afix 

Stamp

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