annual report - inner nigeria annu… · 2011 annual report & accounts 01. f. boussagol...

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.

CORPORATE PROFILE

012011 Annual Report & Accounts

F. Boussagol Managing Director

02 2011 Annual Report & Accounts

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.

Mission Statement

TOTAL NIGERIA PLCRC 1396

CONTENTS

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

Page

03

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


TOTAL NIGERIA PLCCOMPANY REGISTRATION NO. 1396

BOARD OF DIRECTORS, PROFESSIONAL ADVISERS, BANKERS ETC

DIRECTORS: Mr. S. MittelmanMr. F. BoussagolMr. F. BoniEngr. J.W. AdeyinkaEngr. K. UkonneChief F. MajekodunmiMs. T. IbruMr. M. NguerEngr. A. R. SirajoMr. D. Toulouse

Chairman (French)Managing Director (French) Executive Director (Ivorian)

(Senegalese)

(French)

SECRETARY: Olubunmi Popoola-Mordi

REGISTRARS: City Securities LimitedPrimroseTowers17A Tinubu Street,Lagos.Telephone No. 2665944-53

REGISTEREDOFFICE:

Total House 4, Afribank Street,Victoria Island, Lagos

AUDITORS: Akintola Williams Deloitte(Chartered Accountants)235 Ikorodu Road, Ilupeju Lagos

SOLICITORS: 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

BANKERS: Zenith Bank PlcEcobank Nigeria PlcUnited Bank for Africa PlcGTBank PlcFirst Bank of Nigeria PlcAccess Bank PlcWema Bank PlcCitibank Nigeria LimitedUnion Bank of Nigeria PlcStanbic IBTC Bank Nigeria PlcDiamond Bank PlcMainstreet Bank Nigeria LimitedStandard Chartered Bank Nigeria Limited


HEAD OFFICE, SALES TERRITORIES AND SALES AREA OFFICES

HEAD-OFFICE

TOTAL HOUSE4, Afribank Street,Victoria Island, Lagos.PMB: 2143, LagosTel: 2621780-9, 2600280-94617041 – 3, Fax: 2621810, 2621811TOTAL CARD: 01 – 4617044

AIR TOTAL IKEJATel: 01 – 7746082JUHI: 01 – 7744537Total/Mobil – IkejaTel: 01 – 7746082Ijora Causeway, Ijora- Lagos.Tel: 01 – 7749259

TERRITORIAL OFFICES

WESTERNTotal Nigeria Plc6, Bonny Road, Apapa- Lagos.Tel: 01 – 7747021, 7743951, 7738728

EASTERNTotal Nigeria PlcPlot 124, Trans-Amadi Industrial Layout,Port-Harcourt.Tel: 084- 236752, 232597, 232161,231757, 461046 – 8Fax: 239663

NORTHERNTotal Nigeria PlcTotal House, Plot 247, Herbert Macaulay St,Central Business Area, Wuse, Abuja.Tel: 09- 4610350, 4610351, 4610352, 4610353Switch Board: 09-4610354

ABUJATotal Nigeria PlcTotal House, Plot 247, Herbert Macaulay St.,Central Business Area, Wuse, Abuja.Tel: 09- 4610350, 4610351, 4610352Switch Board: 09-4610354

AREA SALES OFFICES

KANOTotal Nigeria Plc.181, Airport Road,P.O.Box 21,Kano.Tel: 064-959359, 959285,959395, 959360

BENINTotal Nigeria Plc8/10 Akpakpava StreetP.O.Box 20, Benin City.Tel: 052- 257861, 257856,253502, 257866, 256390,256098, Fax: 252893

LAGOS SOUTHTotal Nigeria Plc6, Bonny Rd Apapa, Lagos.Tel: 01 5871255/5877211,7747021, 7743951, 7738728Fax: 01 5873369

IBADANTotal Nigeria PlcMokola Roundabout,P.O.Box 868, Ibadan.Tel: 02- 2414185, 2411595, 2414459,2414367, 2411732, 2415009Fax:02- 2413032

LAGOS NORTHTotal Nigeria Plc3, Steve Ajose Street,Former SCOA Yard,Behind Elida Hotel,Kirikiri.Tel: 01- 7944400, 7747675

KADUNATotal Nigeria Plc2, Kachia Road,P.O.Box 1433, Kaduna.Tel:062- 885559, 885558Switch Board: 062-23641-2

PORT HARCOURTTotal Nigeria PlcPlot 124, Trans-Amadi Industrial Layout,Port Harcourt.Tel: 084- 236752, 232597, 232161,231757, 461046- 8; Fax: 239663


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 ordinaryshares 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

2011

N'000

2010

N'000

Change%

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.

RESULTS AT A GLANCE


For the year ended 31st December, 2011

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.

OLUBUNMI POPOOLA-MORDICompany Secretary

th28 March, 2012

BY ORDER OF THE BOARD

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.

08

CHAIRMAN’S STATEMENT

INTRODUCTIONDistinguished 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.

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.

thAT THE 34 ANNUAL GENERAL MEETING OF TOTAL NIGERIA PLC


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%.

“

“

Mr. Stanislas

MITTELMANChairman

CHAIRMAN’S STATEMENT (Cont’d)

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. MITTELMANChairman

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. “

“


Mr Stanislas Mittelman (French)

Chairman

BOARD OF DIRECTORS

Engr. Kanu Ukonne

Mr. Francois Boussagol (French)

Managing Director

Mr. Felix Boni (Ivorian)

Engr. Wole Adeyinka


Engr Rufa’i SirajoMr. Denis Toulouse (French)

Chief Felix Majekodunmi Ms. Tejiro Ibru

Mr. Momar Nguer (Senegalese)


BOARD OF DIRECTORS (Cont’d)

THE DIRECTORS’ PROFILE

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.

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. Francois Boussagol

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.

Mr. Felix Boni

Mr. Stanislas Mittelman

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 become AGM Opera t i ons . W ide 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. Wole Adeyinka

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.

Engr. Kanu Ukonne:


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. Momar Nguer:

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

Mr. Denis Toulouse:

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.

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.

Engr Ahmed R. Sirajo:

THE DIRECTORS’ PROFILE (Cont’d)


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.

Chief Felix Majekodunmi:

REPORT OF THE DIRECTORS

The Directors submit their report together with the audited financial statements of the company for the year ended 31st December, 2011.

1. FINANCIAL STATEMENTS

160,604,104

5,783,464

1,464,721

5,436,638

2,716,175

RESULT2.2011

N'0002010

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

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.

3. PRINCIPAL ACTIVITIES

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

4. LEGAL FORM

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.

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.

5. DIRECTORS AND DIRECTORS' INTERESTS.

.1

.2

.3

.4



REPORT OF THE DIRECTORS (Cont’d)

46,974

17,873

43,581

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

2011Number

2010Number

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.

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:

7.

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.

DIVIDEND8.

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.

FIXED ASSETS9.

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


-


Engr. J.W. Adeyinka

Engr. K. Ukonne

Chief F. Majekodunmi

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

4,000,000

Amount (N)

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

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

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

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




The company is not associated with the local suppliers. However, the company is an affiliate of Total Outre-Mer, Paris, France.

13. SUPPLIERS

The Company's significant overseas and local suppliers are:

Total Outre-MerNigerian National Petroleum CorporationVan Leer Containers Nigeria PlcLanre Badmus Industries LimitedLotus Plastics Limited

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:

14. INTER-COMPANY TRANSFERS AND TECHNICAL MANAGEMENT AGREEMENTS

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.

.1

.2

.3

.4

.5

.6

.7

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.

15. ACQUISITION OF OWN SHARES


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.

16. EMPLOYMENT AND EMPLOYEES

.1 Equal opportunities 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.

.2 Health, Safety and Environment Policy.

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.

.3 Welfare of Employees, Staff Development and Training.

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”.

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.

.1(a)

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.

.1(b)

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:

6th April 27th Octotber

Mr. S. Mittelman

Mr. F. Boussagol

Mr. F. Boni

Engr. K. Ukonne

Engr. J.W. Adeyinka


Mr. A. Champeaux

Ms. J. Ibru/T. Ibru

Mr. O. Hahn

Mr. M. Nguer

Barr. O.O. Akpata

Alhaji I. Gobir

*

*

*

*

*

*

Absent

*

Absent

N/A

*

Absent

*

*

*

*

*

*

Absent

*

*

N/A

*

Resigned

*

*

*

*

*

Absent

Absent

*

*

N/A

Resigned

Resigned

*

*

*

*

*

*

*

*

Absent

*

Resigned

Resigned

Directors 30th June 1st December

.2 Board Committees:

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:

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

Engr. J.W. Adeyinka

Engr. K. Ukonne


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

Director

Engr. J. W. Adeyinka

Engr. K. Ukonne


Barr. O. O. Akpata

Mr. J.O. Ogbimi

25th March

*

*

N/A

*

N/A

19th March

*

*

*

*

N/A

13th December

*

*

*

Resigned

*In attendance


REPORT OF THE DIRECTORS (Cont’d)For the year ended 31st December, 2011

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.

Corporate Governance Committee:

Engr. K. Ukonne

Mr. F. Boni

Engr. J.W. Adeyinka

Ms. T. Ibru


The members are:

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

25th March

*

*

*

*

N/A

*

*

Absent

*

*

*

*

*

*

*

Director

Engr. K. Ukonne

Mr. F. Boni

Ms. T. Ibru

Engr. J.W. Adeyinka


19th July 13th December

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. The members are:

Audit Committee:

Chief T.A. Adesiyan

Alhaji K. Bello

Mr. Chinwendu Achara

Mr. F. Boni

Engr. J.W. Adeyinka

Engr. K. Ukonne

Attendance at meetings during the year ended 31st December 2011

Members 19th April

Chief

Alhaji K. Bello

Mr. C. Achara

Engr. K. Ukonne


Mr. F. Boni

T.A. Adesiyan *

*

*

*

*

*

14th July 17th November 13th December

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*



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.

.3

.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

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.

Mentor-a-Child-Programme

.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.

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.

18. AUDIT COMMITTEE

1.

2.

3.

4.

5.

6.

Chief T. A. Adesiyan- Chairman

Mr. C. Achara

Alhaji K. O. Bello


Engr. K. Ukonne

Mr. F. Boni



The issued and fully paid shares of 50 kobo each of the Company at 31 December, 2011, were beneficially held as follows:

19. MAJOR SHAREHOLDINGS.

.1

%

2011Number

of shares Holding‘000

2010Number

of shares Holding‘000

45.24

16.48

8.12

30.16

153,600

55,960

27,562

102,400

45.24

16.48

4.96

33.32

153,600

55,960

16,839

113,123

Total Societe Anonyme

Elf Aquitaine S.A.

Enifor Limited

Nigerian Citizens & Associations

%

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.

Messrs Akintola Williams Deloitte have indicated their willingness to continue in office. A resolution will be proposed authorizing the Directors to determine their remuneration.

.2

.3 Range analysis of ordinary shareholdings

Range %

1501

1,0015,001

10,00120,00150,001

100,001500,001

5,000,00150,000,001

5001,0005,000

10,00020,00050,000

100,000500,000

5,000,00050,000,000

339,521,837

47.0613.9430.17

4.612.241.010.410.450.090.010.01

0.680.794.892.422.372.372.187.438.466.69

61.72

26,096 100.00 339,521,837 100.00

No. of holders

12,2813,6387,8731,204

58426410811723

22

Units

2,299,7452,698,096

16,613,5608,206,4808,061,1428,032,5447,393,718

25,224,42928,726,20922,706,284

209,559,630

%

GRAND TOTAL

20. AUDITORS

BY ORDER OF THE BOARD

Olubunmi Popoola-MordiCompany Secretary

LAGOS, NIGERIA28th 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) Reviewed the scope and planning of the audit requirements,

(b) 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


1. Basis of accountingThe financial statements are prepared under the historical cost convention.

2. TurnoverTurnover comprises the net value of sales invoiced to third parties.

3. Fixed assetsFixed assets are stated at cost less accumulated depreciation.

4. DepreciationFixed 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:

The following is a summary of the significant accounting policies adopted by the Company in the preparation of these financial statements.

Annual rate/basisFreehold land Not depreciated

Buildings and leasehold property:Industrial buildings 5% Non – Industrial buildings 4% Leasehold improvements Duration of the leasePlant, 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%Computer equipment 25%Capital work-in-progress Not depreciated

5. StocksStocks 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. InvestmentsInvestments are stated at cost less any diminution in value.

7. DebtorsDebtors are stated after deduction of specific provision for debts considered to be doubtful of collection.

8. Foreign currenciesTransactions 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 renewalsRepairs and renewals are charged against revenue during the year in which they are incurred.

SIGNIFICANT ACCOUNTING POLICIES



10. Deferred taxationDeferred 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. TaxationIncome tax and education tax are provided for by applying the current statutory rate on the taxable profit and adjusted profit respectively.

12. Retirement benefitsThe 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. ProvisionsProvisions 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 leaseAssets 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.


SIGNIFICANT ACCOUNTING POLICIES (Cont’d)For the year ended 31st December, 2011

FINANCIALS


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 financial statements.

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

PROFIT AND LOSS ACCOUNT



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

)F. Boni - ED (Finance and Development) )

)Directors

)

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:

BALANCE SHEET

2011 2010

F. Boussagol - Managing Director )

The financial statements.

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


As at 31st December, 2011

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

STATEMENT OF CASH FLOWS



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.

1.

1.1

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.

2010

Number of

Holdings shares Holdings

% '000 %

Total Societe Anonyme 45.24 153,600 45.24

Elf Aquitaine S. A. 16.48 55,960 16.48

Enifor Limited 4.96 27,562 8.12

Nigerian Citizens & Associations 33.32 102,400 30.16

100.00 339,522 100.00

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

Gross Turnover

Less: Commissions and discounts

Net Turnover

2010

N'000

143,298,653

20,801,126

164,099,779

3,495,675

160,604,104

THE COMPANY

Legal form:

2011

Number of

shares

'000

153,600

55,960

16,839

113,123

339,522

2011

N'000

153,927,671

23,873,715

177,801,386

3,852,432

173,948,954

NOTES TO THE FINANCIAL STATEMENTS


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

Lubricants & AviationSpecial 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

Turnover

Cost of Sales

Gross Profit

78.7%

80.5%

66.1%

12.1%

9.7%

27.8%

9.3%

9.7%

6.1%

100.0%

100.0%

100.0%

2011

White Products)(Retail & GT)

N'000

126,329,235

(112,427,063)

13,902,172

Lubricants & Special Products

N'000

19,393,130

(13,546,510)

5,846,620

2010

AviationFuels

N'000

14,881,739

(13,603,349)

1,278,390

TotalN'000

160,604,104

(139,576,922)

21,027,182

2010N’0003. OTHER OPERATING INCOME

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

There is no disclosure of assets per business segment because the assets of the company are not directly related to a particular business segment.

2.3

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.

2.4

2011N’000

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

3.1

NOTES TO THE FINANCIAL STATEMENTS (Cont’d)


4. INTEREST RECEIVABLE AND SIMILAR INCOME

Interest on domiciliary account

Interest on call and other depositsInterest on staff loanSundry interest income

5. PROFIT BEFORE TAXATION

Profit before taxation is stated after charging/(crediting) the following: DepreciationDirectors' emoluments: Fees OthersAuditors' remunerationInterest payable and similar charges Technical assistance and management fees

Loss/(profit)on sale of fixed assets

Exchange gain

6. TAXATION

.1 Income tax based on the profit for the yearEducation taxCapital gains tax

Deferred taxation (Note 6.2)

Per profit and loss account

Balance brought forwardPayments during the yearDeferred taxation

Per balance sheet

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.

2010N’000

2011N’000

859 420

46,378 70,078 15,496 20,869

- 22,265

62,733 113,632

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)

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



2011 2010N’000 N’000

2,204,842 1,995,203

244,380 209,639

2,449,222 2,204,842

2011 2010N’000 N’000

7. DIVIDEND PAYABLE

.1 Summary

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

Deferred tax as of depreciation adopted for accounting purposes and the rates of capital allowances granted for tax purposes.

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

.2 Deferred taxation

At 1 January

Charge to profit and loss account (Note 6.1)

At 31 December

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.

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.

.2

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:-

.3

No. ofShareholders

2,7673,115

10,381,702

-

9,129,495Dividend No.26Dividend No.27

2011N

10,381,7029,129,495

2010N



Plant, CapitalLand 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

.3

.4

.5

.6

Some of the buildings were freehold land.

constructed on land held under rights of occupancy and some on

The depreciation charge for the period Ncost 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.

1,767,766,000 which is attributable to historical



2010N'000

9. FINANCE LEASED ASSETS

Motor vehiclesCostAt 1 January 393,788 Additions 87,893 Disposal (32,930)

At 31 December 448,751

DepreciationAt 1 January 111,273 Charge for the year 99,490 Disposal (17,652)

At 31 December 193,111

Net book value 255,640

2011 201010. INVESTMENTS N'000 N'000

10.1 At cost: Shares inBank 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

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.



2011N'000

448,751 136,602 (66,037)

519,316

193,111 109,761 (44,459)

258,413

260,903

2011 2010N'000 N'000

12. INVENTORY

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)

13,713,658 12,756,762

13. TRADE DEBTORS

Customers’ accounts 8,003,516 7,641,369 Provision for doubtful debts (660,155) (541,613)

7,343,361 7,099,756

14. PREPAYMENTS AND OTHER DEBTORS

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)

2,277,341 5,012,043

15. TRADE CREDITORS

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

The Directors consider the book values.

that the replacement cost of stocks is not materially different from



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

9,897,830 7,785,177

17.1 Staff Pension

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

18. SHARE CAPITAL

Authorised, issued and fully paid

339,521,837 Ordinary shares of 50k each

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).

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.

2011 2010

169,761 169,761

112,000 112,000

36,541 36,541

21,220 21,220

169,761 169,761



N'000 N'000

19. CAPITAL RESERVE

2011 2010

N'000 N'00020. 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.

This represents net capital reserve arising on exchange of shares in respect of merger with Elf Oil Nigeria Limited.

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

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

Increase in other creditors and accruals



-

2011 2010N'000 N'000

22. CASH AND CASH EQUIVALENTS

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)

6,464,965 594,053

23. INFORMATION REGARDING DIRECTORS

AND EMPLOYEES

.1 Emoluments of the Directors of the Company were:

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

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

The table below shows the number of Directors whose emoluments during the year excluding pension contributions were within the ranges stated:



2011 2010N'000 N'000

2011 2010

.5

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

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

The table below shows the number of staff of the Company whose emoluments during the year excluding pension contributions were within the ranges stated:

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

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


2011 2010

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

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).

EARNINGS PER SHARE24.

From continuing operations

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

Earnings

Financial commitments.1



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



LEASE OBLIGATION

.1

Minimum Future Finance Present ValueLease payment Charges of obiligation

Period not later than one year 127,667 27,785 99,882Period later than one year and not later than five years 215,490 26,763 188,727Period later than five years - - -

343,157

54,548

288,609

Lease obligation due within 12 months 99,882Lease obligation due after one year 188,727

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

.2 2011 2010

N'000 N'000Balance at 1 January 265,971

281,592202,512

100,578Payments (179,874) (116,199)

Balance at 31 December 288,609

265,971

Additions

Lease and Short term Loan

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.



28.

Reconciliation of minimum lease payment to present value.


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

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

To provide for replacement of assets, payment of

dividend to shareholders and future

development:

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.


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

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.

NOTE:


“ COLLABORATION: A PATH FOR TOMORROW”.

TRAINING SCHOOLTHE TRUCK DRIVER'S

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.

I t natura l ly came out that pract ica l

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.

T

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.



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

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.

(an engine oil that improves the

endurance of 4-wheel drives)

LAGOS 4X4 RALLYPOWERED BY TOTAL QUARTZ

T 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. It is expected with the introduction of this initiative that employees will end up having;

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.



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.

I



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

thOn the 10 of April, 1958 to N1,500,000thOn the 18 of August, 1959 to N2,000,000thOn the 25 of May, 1960 to N3,000,000thOn the 30 of November, 1976 to N5,000,000stOn the 21 of June, 1978 to N10,000,000

st2. On the 21 June, 1978 each share of =N=20 each was sub-divided into 40 shares of 50 kobo each.

th3. 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.

th4. By a special resolution of the Annual General Meeting of the 8 of August, 1980 theauthorized share capital of the company was increased to =N= 15,000,000 divided into 30,000,000 ordinary shares of 50 kobo each.

th5. 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.

th6. By a special resolution of the Annual General Meeting of the 27 of June, 1984 the authorized share capital of the company was increased to =N= 33,750,000 divided into 67,500,000 ordinary shares of 50 kobo each.

rd7. By a special resolution of the Annual General Meeting of the 23 of June, 1988 the authorized share capital of the company was increased to =N= 40,500,000 divided into 81,000,000 ordinary shares of 50 kobo each.

th8. By a special resolution of the Annual General Meeting of the 11 of July, 1991 the authorized share capital of the company was increased to =N= 54,000,000 divided into 108,000,000 ordinary shares of 50 kobo each.



th11. By a special resolution of the Annual General Meeting of the 11 of June, 1997 the authorized share capital of the company was increased to =N= 112,000,000 divided into 224,000,000 ordinary shares of 50 kobo each

th12. By a special resolution of the Annual General Meeting of the 28 of August, 2001 the authorized share capital of the company was increased to =N= 148,540,804 divided into 297,081,608 ordinary shares of 50 kobo each.

th13. By a special resolution of the Annual General Meeting of the 17 of June, 2004 the 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

SHARE CAPITAL HISTORY


LIST OF MAJOR DISTRIBUTORS

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

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

NORTHERN TERRITORY

EASTERN 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.

WESTERN TERRITORY


LIST OF MAJOR DISTRIBUTORS (Cont’d)

TOTAL NIGERIA PLC

MANDATE FOR DIVIDEND PAYMENT TO BANKS

TO:The RegistrarCity Securities (Registrars) Ltd 17A Tinubu StreetP. O.Box 9117Lagos.

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 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

To declare a dividend

To re-elect Mr. S. Mittelmanas Director

To re-elect Engr. J. W. Adeyinka as Director

To Chief F. Majekodunmi as Director

re-elect

To appoint Ms. T. Ibruas Director

To appoint Mr. M. Ngueras Director

To appoint Engr. A. Rufai Sirajoas Director

To appoint Mr. D. Toulouseas 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

I/We

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

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.

(1)

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.

(2)

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.

(3)

The proxy must produce the Admission Card sent with the Annual Report and Accounts to obtain admission to the meeting.

(4)

TOTAL NIGERIA PLC. RC 1396

Annual General Meeting Admission CardPlease 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

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.

FIRST FOLD HERE

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