Table of Contents -...

Table of Contents

Notice of Annual General Meeting 2

Financial Highlights 3

Chairman’s Statement 4-5

Report of the Directors 7-12

Statement of Directors’ Responsibilities 13

Report of the Auditors 14-15

Report of the Audit Committee 16

Statement of Financial Position 18

Statement of Comprehensive Income 19

Statement of Changes in Equity 20

Statement of Cash Flows 21

Accounting Policies 22-34

Notes to the Financial Statements 35-60

Statement of Value Added 61

Other Financial Information -Five Year Financial Summary 62

Board of Directors and Corporate Information 63

Proxy Form 65-66

Application Form for e-Bonus ande-Dividend 67-68

1

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the thirty seventh Annual General Meeting of the members of Mobil Oil Nigeria plc, will be held atthe Shell Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos, on Thursday, May 28, 2015, at 11.00 a.m. for the following purposes:

1. To receive the Report of the Directors, the Statement of Financial Position as at December 31, 2014 together with theStatement of Comprehensive Income for the year ended on that date and the Report of the Auditors thereon.

2. To declare a dividend.

3. To elect Directors.

4. To fix the remuneration of the Directors.

5. To authorise the Directors to fix the remuneration of the Auditors.

6. To elect members of the Audit Committee.

Notes:

1. PROXY:

A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/her. Aproxy need not also be a member. A form of proxy will be enclosed in the Financial Statements and if it is to be valid for thepurposes of the meeting, it must be stamped by the Commissioner of Stamp Duties and deposited at the office of theRegistrar, Union Registrars Ltd, 2 Burma Road, Apapa, Lagos State, not less than 48 hours before the time for holding themeeting.

2. DIVIDEND WARRANTS AND CLOSURE OF REGISTER

If the dividend recommended by the Directors is approved, those shareholders whose names are registered in the Registerof Members at the close of business on April 28, 2015, shall have dividend warrants posted to them or have their designatedbank accounts credited directly on June 4, 2015. Notice is hereby given that the Register of Members and Transfer Bookswill be closed from April 29, 2015, through April 30, 2015, both days inclusive, to enable the preparation and payment ofdividend by the Registrars.

3. AUDIT COMMITTEE

The Audit Committee shall consist of three shareholders and three Directors. In accordance with section 359 (5) of theCompanies and Allied Matters Act 2004, any member may nominate a shareholder as a member of the Audit Committee bygiving in writing, notice of such nomination at least 21 days before the date of the Annual General Meeting.

BY ORDER OF THE BOARD

Emmanuel O. AmadeCompany Secretary.FRC/2014/NBA/00000007345

Mobil Apapa Complex1 Mobil Road,Apapa, Lagos.

Dated this 25th day of March, 2015.

2

Mobil Oil Nigeria plcFINANCIAL HIGHLIGHTS

2014 2013 Change

%

Turnover 79,583,738 78,744,100 1

Profit before taxation 8,446,137 5,123,002 65

Taxation 2,053,347 1,642,217 25

Profit for the Year 6,392,790 3,480,785 84

Other comprehensive Income (217,399) 1,269,854 (117)

Total Comprehensive Income 6,175,391 4,750,639 30

Earnings per 50k share (kobo) 1,773 965 84

Proposed dividend per 50k share (kobo) 660 600 10

Total assets 49,226,575 40,728,522 21

Capital expenditure 7,626,710 8,986,344 (15)

Authorised share capital 200,000 200,000 -

Number of 50k shares issued and

fully paid up (absolute figures) 360,595,261 360,595,261

-

1. A final dividend of 660kobo per 50k share held has been proposed. This is subject to shareholders� ratification.

N=’000

3

Chairman�s Statement

Chairman/Managing Director

I have great pleasure in welcoming all shareholders of Mobil Oil Nigeriaplc. (MON) and invited guests to the 37th Annual General Meeting and topresent the Annual Report and Financial Statements, prepared inaccordance with International Financial Reporting Standards (IFRS) forthe year ended 31st December 2014.

BUSINESS ENVIRONMENTAs I forecast in last year�s report, 2014 proved to be yet another difficultyear as the constraints which weighed on the economy and business ingeneral became more pronounced. Inflation and devaluation worsenedcreating uncertainty about what future costs would be. Our downstreampetroleum sector remains a partially deregulated industry. Supplycontinued to be a concern. The regulated margins on gasoline sales areinsufficient to cover operating costs and delays in reimbursing subsidieson fuel imports continue. However, I am particularly pleased to reportthat in spite of the negative factors encountered, the determined effortsto improve operations and profitability, which were set in motion threeyears ago, have continued to yield positive results as confirmed by theoutstanding financial results for the year under review.

2014 RESULTSMON results improved significantly in 2014 versus 2013. Your company made a turnover of N79.6 billion and profit after tax of N6.4 billionin 2014, representing an increase of 1% and 84% respectively, compared with 2013 performance. Shareholders should note, however,that this includes an after-tax gain of N2.6 billion on disposal of a surplus property, the proceeds of which were re-invested in our MobilCourt Refurbishment Project. Excluding this gain, profit after-tax was N3.8 billion, which was 10% higher than 2013. I am delighted withthis impressive result, which is an outcome of unflinching hard work, dedication and commitment of the entire Management and staff ofyour company. Our results were adversely impacted by government controlled fixed margin on gasoline and kerosene as well as thesupply disruptions in the second half of the year. 2014 recorded another sales record year in the non-regulated sector of our business.Our premium lubricant brands continue to attract patronage of our customers and we continue to provide world-class engineeringsupport services. If both prices and margins can be moved with real costs and the industry is liberalized and freed I believe that MON�sfuels business can quickly become profitable to the benefit of MON and the Nigerian economy.

In spite of the economic conditions, I am pleased to announce that the Board of Directors have reviewed the 2014 results, together withour financial advisors, and have recommended for your approval a dividend of 660 kobo per 50 kobo share, subject to deduction ofwithholding taxes at applicable rates. The recommended dividend represents an increase of 10% over last year and balances the needto pay shareholders a fair return with the need to retain funds in the business in this challenging business environment.

INVESTMENTSWe are currently constructing a new gasoline tank and converting another tank for diesel storage. These will increase our storagecapacity and provide greater flexibility for our terminal operations. Additional investments are ongoing to upgrade our loading rack andtank farm for improved operating safety and efficiency.The retail chain has also benefited from selective investments consistent with the returns earned on regulated products. Our alliancepartner, UAC continued to reposition and invest in the back-court food offering. These investments will help MON to remain competitivein the market place. We continue to add capacity in the lube oil blending plant by building additional storage tanks for bulk additives andhave embarked on a filling line automation and upgrade.

4

Chairman�s Statement (Contd.)

We successfully completed the major investment upgrade of Mobil Court on-time and on-budget. This upgrade was originally planned tobe financed by a long-term loan, but instead, we deployed internally generated funds and those generated from the sale of surplus assetin Ikoyi. This investment comes with a lease that will guarantee steady future market based income.

PEOPLEOur employees continue to make significant contributions to our business success. On your behalf I wish to thank them for all theirefforts, their dedication, their response to challenges and their accomplishments in spite of the many difficulties encountered in 2014.

THE FUTUREThe economic conditions which have prevailed since 2014 are expected to continue in line with the country�s foreign exchange and cashflow challenges. Instability in the world crude oil market will persist. Therefore, we do not expect much difference in the factors that willbe critical to business in 2015 versus 2014. We hope, however, that Government policies and regulations, especially those thatinadvertently subject business to undue uncertainties will be reviewed and appropriate solutions designed.

Fixed margins on regulated products have not been reviewed for over 8 years. In addition, we continue to experience significant delaysin the reimbursement of our subsidy claims. The viability of the fuels business is jeopardized by this. We sincerely hope, therefore thatGovernment will reconsider the recommendations that have already been made by the Major Oil Marketers Association Nigeria (MOMAN)on this subject, and that some relief with regards to Gasoline and Kerosene margins will be granted.

We will continue to focus on growing sales of non-regulated products and on enhancing the value of our property investments.

In conclusion, let me thank you, the shareholders, for attending the Annual General Meeting and for continuing to support the company.We are encouraged by your confidence in our company.I also wish to thank the Board, Management, our valued Customers and other stakeholders for their support.

Thank you.

Adetunji A. OyebanjiChairman/Managing DirectorFRC/2014/IODN/00000007151Dated this 20th day March 2015

5

Report of The DirectorsFor The Year Ended December 31, 2014

The Directors are pleased to present to the members of the Company, their report and the Audited Financial Statements for the yearended December 31, 2014.

STATE OF AFFAIRSIn the opinion of the Directors, the state of the Company�s affairs was satisfactory and no events have occurred since the balancesheet date that would affect the financial statements as presented.

ACTIVITIESThe Company remains engaged in the marketing of petroleum products and property business. There was no significant change inthe activities of the company during the year under review.

Results for the year

N�000Revenue 79,583,738Profit before taxation 8,446,137Profit after taxation 6,392,790

Your Board recommends for your approval a dividend of N2,379,928,722.60 that is 660 kobo per share, subject to the deduction ofwithholding tax at the appropriate rate. The dividend represents 37% of the after tax profit for the year.

If the recommended dividend is approved at the Annual General Meeting, all shareholders whose names were in the Register ofmembers at the close of the business on April 28, 2015, shall have dividend warrants posted to them or have their designated bankaccounts credited directly, on June 4, 2015.

If the recommended dividend is approved, the profit retained in the business as at December 31, 2014 will amount to N10,974,843,000made up as follows:

N�000Retained earnings as at December 31, 2014 13,354,772Proposed Dividends 2,379,929Retained earnings after payment of Dividends 10,974,843

PROPERTY, PLANT AND EQUIPMENTInformation relating to changes in the fixed assets is given in Note 2 & 3 of the financial statements.

DIRECTORSThe following Directors were in office during the year ended December 31, 2014:

Mr. Adetunji A. Oyebanji Chairman/ Managing DirectorEngr. (Mrs.) Mayen M. Adetiba Non-Executive DirectorMr. Michel Gouzerh Non-Executive Director (French))Mr. Abba Kyari Non-Executive DirectorMr. Alastair J. MacNaughton Executive Director (British)Mr. Henry Ikemefuna C. Obih Executive Director

BRIEF RESUME OF DIRECTORS

MR. ADETUNJI A. OYEBANJITunji Oyebanji obtained a Bachelor of Science Degree in Economics from the University of Lagos in June 1979. He also holds anMBA in Marketing from the City University, London, United Kingdom.

He joined Mobil Oil Nigeria in December 1980 and has held several positions in the Company including Branch Manager North,Branch Manager West, Manager Fuels Services and Marketing Director. In addition, he has held several offshore appointmentsincluding Executive Director, Mobil Oil Ethiopia, Executive Director, Mobil Oil Cameroun and Manager Industrial and Wholesale Fuels(Africa/ Middle East), Exxon Mobil Petroleum & Chemicals Co bvba. He was first appointed to the Board in December 2002 and afterseveral foreign assignments was re-appointed in August 2007. In October 2008, he was appointed Chairman and ManagingDirector.

Tunji has attended numerous training programs at home and abroad including a two year developmental assignment in 1993 atMobil�s corporate headquarters in Virginia, USA.

7

Report of The Directors (Contd.)

He is a member of several professional bodies and a Fellow of the National Institute of Marketing of Nigeria. He is also an alumnusof the Thunderbird School of Global Management, Arizona, USA and the Lagos Business School Senior Management Program.

MR. ALASTAIR J. MACNAUGHTONAlastair is a 1978 graduate of Accountancy from the University of Glasgow, Glasgow, Scotland. He became a member of theInstitute of Chartered Accountants of Scotland in 1981.

After working for Price Waterhouse & Co, Chartered Accountants, Glasgow, Scotland, he joined Mobil in 1981. He has held severalpositions in Nigeria and elsewhere, including Corporate Overseas Auditor, Audit Advisor, Mobil Producing Nigeria, Project Controller,Mobil Oil Nigeria, Financial Controller, Mobil Oil Nigeria, Accounting & Finance Manager, Mobil Oil Zimbabwe, Retail Area Manager,Mobil Oil Co Ltd (UK), General Manager, Mobil Oil Malawi, Supply & Logistics Manager, Mobil Africa Sales Incorporated (Paris) andManager, Lubes & Specialties Mobil Oil Nigeria.

He was appointed Executive Director in 2001.

MR. MICHEL GOUZERHMichel Gouzerh holds a Masters� degree in Science from Ecole Polytechnique Paris, France. He obtained another Masters� degreein Refining and Chemical engineering from the French Petroleum Institute (IFP) - Ecolenationale Superieure du Petroleet des MoteursParis, France, in 1981.

He joined Mobil Oil France in September 1981 as Process Engineer at the Gravenchon Refinery, France and was appointed GeneralManager, Mobil Oil Cote d�Ivoire, Abidjan in 1993.

Michel has held several positions including General Manager, Mobil Oil East Africa, Addis Ababa, Ethiopia, Planning Manager,ExxonMobil Lubricants & Specialties, Africa/Middle East, Brussels, Belgium, Marketing Manager, ExxonMobil Lubricants & Specialties,Africa/Middle East, Brussels, Belgium and Chairman & Chief Executive Officer, ExxonMobil Middle East Marketing Corporation, Dubai,United Arab Emirates (UAE). He is currently Lubes Manager, Turkey & Nigeria Cluster, Istanbul, Turkey.

ENGR. (MRS.) MAYEN M. ADETIBAMrs. Adetiba is an engineer by profession and was educated at Columbia and Cornell Universities, United States of America. She isa former board member of the NPDC-NNPC and Nigerian Telecommunications Limited (NITEL). She is past president of the Associationof Consulting Engineers and Vice- President of the Nigeria Society of Engineers. She is a fellow of several professional bodiesincluding Nigerian Institute of Management, Nigerian Institute of Structural Engineers and Nigerian Society of Engineers.

Mrs. Adetiba was a member of the Presidential Implementation Committee on Clean Development Mechanism- PIC-CDM.

MR. HENRY IKEMEFUNA C. OBIHHenry holds a Bachelor of Engineering degree (1986) in Mechanical Engineering from the University of Nigeria Nsukka and an MBA(1993) from the Management Centre, University of Bradford, United Kingdom. He is also an alumnus of INSEAD, Fontainebleau,France and the Lagos Business School Advanced Management Program.

He joined Mobil Oil Nigeria in 1994 as a Project Engineer and became Lubes Plant Manager in 1995. He subsequently held thepositions of Manager, Aviation & Marine and Area Manager (Nigeria & Ghana) before proceeding on a foreign assignment in 2000,to Belgium as Financial & Business Planning Analyst for Fuels Marketing, Africa & Middle East.

He has had a diverse and cross-functional career in Mobil, involving assignments in Lubricants & Specialties, Manufacturing, QualitySystems Management, Business & Strategic Planning, Marketing & Operations. Since returning to Nigeria in 2003, he has heldseveral positions including Retail Area Manager and Manager, Customer Services and Logistics before being appointed ExecutiveDirector in 2008.

MR. ABBA KYARIAbba Kyari obtained a Bachelor of Arts Degree in Sociology from the University of Warwick, England, in 1980. He also holds aBachelor of Arts Degree in Law from the University of Cambridge, England and was called to the Nigerian Bar in 1983. In 1984, heobtained a Masters� Degree in Law from his alma-mater, the University of Cambridge.

Between 1988 and 1990, he was Editor with the New Africa Holdings Limited Kaduna, (publishers of Democrat Newspapers). Heserved with the Borno State Executive Council as Commissioner for Forestry and Animal Resources in 1990 and was Secretary tothe Board of African International Bank Limited, between 1990 and 1995.

He attended the International Institute for Management Development at Lausanne, Switzerland, and participated in the Program forManagement Development at the Harvard Business School, in 1992 and 1994 respectively.

8


Abba Kyari was Executive Director, Management Services, United Bank for Africa Plc. (UBA) and later the Managing Director andChief Executive of the Bank. He was appointed a Director of Unilever Nigeria Plc. in 2002.

He served as Honorary Member of the Presidential Advisory Council on Investment in Nigeria between 2000 and 2005. He is arecipient of the Nigerian Honor Award of Officer of the Order of the Niger (O.O.N.).

CHANGES ON THE BOARDThere have been no changes in the Board since the last Annual General Meeting.In accordance with the Company�s Articles of Association, Michel Gouzerh retires and being eligible, offers himself for re-election.

DIRECTORS� INTERESTThe Directors� interest in the Issued Share Capital of the Company as recorded in the Register of Members and in the Register ofDirectors� holdings and contracts as notified by them for the purposes of section 275 of the Companies and Allied Maters Act areas follows:

Number of Shares Number of SharesAs at Dec. 31, As at Dec.31,

2013 2014

Mr. Adetunji A. Oyebanji 21,757 21,757Engr. (Mrs.) M. Adetiba 61,984 66,443Mr. Michel Gouzerh - -Mr. Alastair J. MacNaughton - -Mr. Henry I. C. Obih 24,000 24,000Mr. Abba Kyari - -

DIRECTORS� ATTENDANCE AT BOARD MEETINGS

DIRECTORS March 28, June 27, October 31, December 5,2014 2014 2014 2014

Mr. Adetunji Oyebanji

Engr. (Mrs.) Mayen Adetiba

Mr. Michel Gouzerh

Mr. Abba Kyari

Mr. Alastair MacNaughton

Mr. Henry Obih

ATTENDANCE AT AUDIT COMMITTEE MEETINGS

DIRECTORS March 28, June 27, October 31, December 5,2014 2014 2014 2014

Mr. Emmanuel O. Osikoya

Engr. (Mrs.) Mayen Adetiba

Mr. Alastair MacNaughton

Mr. Ebenezer O. Oladokun

Mr. Micheal E. Amadi

Mr. Adetunji Oyebanji NA

Mr. Henry Obih NA NA NA

AUDITORSThe Auditors, PricewaterhouseCoopers have indicated their willingness to continue in office. A resolution will be proposed toauthorize the Directors to fix their remuneration.

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AUDIT COMMITTEEThe members of the Audit Committee appointed at the last Annual General Meeting since met and will this meeting, in accordancewith the provisions of the Companies and Allied Matters Act, present their report to you. Regrettably however, the Chairman of theCommittee, Chief Emmanuel Osikoya passed on in January 2015. The Board expresses its deep condolences to the family of thedeceased and also to the entire shareholders, whom he represented with utmost integrity during his tenure on the Committee. Mr.Ebenezer Oladokun was elected to the position of Chairman of the Committee on March 13, 2015.In addition, Mr. Tunji Oyebanji resigned his membership of the Committee on October 31, 2014 and the casual vacancy therebycreated was filled by Mr. Henry Obih.

MAJOR SHAREHOLDINGAccording to the Register of members, apart from ExxonMobil Oil Corporation, Fairfax, Virginia, USA which had 216,357,157ordinary shares of 50kobo each Representing 60 percent of the Company�s issued share capital of the Company as at December31, 2014.

ANALYSIS OF SHAREHOLDINGThe Company�s issued and paid up share capital as at December 31, 2014 was N180,297,630.50 divided into 360,595,261 ordinaryshares of 50 kobo each. The following is the analysis of shareholdings in the Register of members as at that date:

SHARE RANGE NO. OF % OF NO OF % OFS�HOLDERS S�HOLDERS HOLDINGS S�HOLDING

1 - 1000 19,585 63.8759 7,209,726 1.99941,001 - 5000 8,583 27.9932 18,242,410 5.05905,001 - 10,000 1,266 4.1290 8,976,165 2.4893

10,001 - 50,000 967 3.1538 19,318,450 5.357450,001 - 100,000 115 0.3751 8,204,992 2.2754

100,001 - 500,000 110 0.3588 22,941,255 6.3621500,001 - 1,000,000 15 0.0489 11,153,229 3.0930

1,000,001 & Above 20 0.0652 264,549,034 73.3645

TOTAL 30,661 100.0000 360,595,261 100.0000

FULLY PAID SHARE CAPITAL HISTORY

Bonus Year Ratio Units 52,450,220 units (Initial Share Capital)

1981 1:2 26,225,110 78,675,330 (cumulative)

1984 1:4 19,668,832 98,344,162 (cumulative)

1987 1:3 32,781,388 131,125,550 (cumulative)

1994 1:10 13,112,550 144,238,105 (cumulative)

1999 1:3 48,079,368 192,317,473 (cumulative)

2002 1:4 48,079,368 240,396,841 (cumulative)

2007 1:4 60,099,210 300,496,051 (cumulative)

2011 1:5 60,099,210 360,595,261 (cumulative)

CONTRIBUTIONS AND CHARITABLE GIFTSThe Company made contributions, sponsorships and charitable gifts amounting to N8,100,000 in the year 2014 (2013 N8,050,000).The breakdown is as follows:

10


N1. Wimbiz � Empowerment Support For Women 500,000.002. Literacy Integration and Formal Education Foundation For Orphans 500,000.003. Center For Destitute Empowerment International 500,000.004. FF Foundation to promote Multiple System Athropy (Neurosis) 500,000.005. Pacelli School For the Blind And Partially Sighted Children 500,000.006. AutoMedics � Training For auto mechanics 500,000.007. Ajofa Special Education Foundation For The Deaf 500,000.008. Medical Emergency Services For Road Accident Victims 500,000.009. Lift Saxum Foundation In Eastern Nigeria For Youth Empowerment 500,000.0010. Lions Club International � Leo District 404B1 Nigeria 500,000.0011. Edensfield Health Foundation In Support of Heart Surgery Patients � LUTH 500,000.0012. Fate Foundation For Entrepreneurial Development 600,000.0013. Lagos Business School � Education Endowment Fund 1,000,000.0014. �Support Our Troops� Foundation For Men and Women Of The Nigeria

Armed Forces In North �East 1,000.000.00

TOTAL 8,100,000.00

EMPLOYMENT AND EMPLOYEESEmployment opportunities are open to all suitable qualified Nigerians irrespective of their place of origin, religion or gender. The sameopportunities are opened to qualified physically challenged persons.

In the period under review, the Company conducted training and development courses for 57 employees.

CORPORATE GOVERNANCEThe Company is committed to the highest standard of corporate governance in all its activities and conducts its business with utmostintegrity, taking into account, the legitimate interest of all its stakeholders. Accordingly,

� It complied with all its laws and regulations that govern its operations during the year, and provided adequate guidance toits employees for internal controls and legal compliance.

� The Board of Directors met four times during the year to discuss and take decisions on various issues including strategy,planning and remuneration.

� In conformity with the code of best practices, the Executive Committee of the Board, comprising:

Mr. Adetunji A. OyebanjiMr. Alastair J. MacNaughtonMr. Henry I.C. Obih

is responsible for establishing strategy and priorities, proposing corporate targets and allocating resources.

� In accordance with the provisions of Section 359(3) of the Companies and Allied Matters Act, the Company has an AuditCommittee which comprises three (3) Directors (one of whom is a Non- Executive Director) and three shareholderselected by the members at the General Meeting. The Committee has adopted a written Charter and meets at least four (4)times every year to review the overall risk management and control systems, financial reporting arrangements andstandards of business conduct. In the performance of its duties, the Committee has access to Internal Controls personneland External Auditors.

� To further strengthen the corporate governance climate and to underline the independence of the company�s oversightstructures, the Audit Committee has formally appointed a representative of the shareholders as its Chairman.

� The Company has a robust risk management and controls system leveraging on ExxonMobil�s global controls systems andprocedures and utilizing globally developed control tools. Effectiveness of internal controls is tested through independentinternal audits of each business segment, carried out on a three year cycle and supplemented by a Unit InternalAssessment (UIA) midway. This ensures that each business unit is subject to systematic control checks at least once ineighteen months. All such independent internal audits and UIA�s over the last three years have been satisfactory.

11


Emmanuel O. AmadeCompany Secretary

� Bid committees are constituted to assess competitive tenders for contracts beyond a certain threshold and to make awardrecommendations.

� The Company has adopted a Code of Conduct regarding securities transactions by its directors on terms no less exacting thanthose required by the Listing Rules of the Nigerian Stock Exchange.

� Having made specific enquiries, the Company confirms that the directors have complied with the Listing Rules and theCompany�s Code of Conduct regarding securities transactions by directors.

DISTRIBUTION OF PRODUCTSThe Company distributes its products through a network of outlets and distributors as well as some direct sales to end-users. Fuelproducts are supplied from the company�s terminal at Apapa Lagos, PPMC depots and third-party terminals.

By order of the Board

Emmanuel O. AmadeFRCN No.: FRC/2014/NBA/000000007345Company Secretary

Dated this 13th day of March, 2015.

12

Statement of Directors� Responsibilities

The Companies and Allied Matters Act requires the directors to prepare the financial statements for each financial year that give atrue and fair view of the state of financial affairs of the company at the end of the year and of its profit or loss. This responsibilityincludes:

a) Ensuring that the company keeps proper accounting records that disclose, with reasonable accuracy, the financial positionof the company and comply with the requirements of the Companies and Allied Matters Act.

b) Designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financialstatements that are free from material misstatement, whether due to fraud or error; and

c) Preparing the company�s financial statements using the suitable accounting policies supported by reasonable and prudentjudgments and estimates that are consistently applied.

The directors accept responsibility for the annual financial statements, which have been prepared using the appropriate accountingpolicies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards(IFRS) and with the requirements of the Companies and Allied Matters Act.

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of thecompany and of its profit or loss. The directors further accept responsibility for the maintenance of accounting records that may berelied upon in the preparation of financial statements as well as adequate systems of internal financial control.

Nothing has come to the attention of the directors to indicate that the company will not remain a going concern for at least twelvemonths from the date of this statement.

Adetunji A. Oyebanji Alastair J. MacNaughtonDirector DirectorDated this 13th day of March, 2015 Dated this 13th day of March, 2015FRC/2014/IODN/0000000715 FRC/2013/IODN/00000003867

13

Report of The Auditors

14

Report of The Auditors (Contd.)

15

Report of The Audit CommitteeTo the Members of Mobil Oil Nigeria plc

In compliance with Section 359 sub-section 6 of the Companies and Allied Matters Act, 2004, we the members of the AuditCommittee, state as follows:

1. that the Accounting and Reporting policies of Mobil Oil Nigeria plc as contained in the Company�s Audited Financial Statementsfor the Year Ended December 31, 2014 are in accordance with legal requirements and agreed ethical practices;

2. that the scope and planning of the Company�s audit requirements are adequate; and

3. having reviewed the External Auditors� findings and recommendations, we are satisfied with management responsesthereon.

Mr. Ebenezer O. OladokunChairman, Audit Committee

Dated this 13th day of March, 2015

Members of Audit Committee:

Mr. Ebenezer O. Oladokun (Chairman)Engr. (Mrs.) Mayen M. AdetibaMr. Michael AmadiMr. Alastair J. MacNaughtonMr. Henry I. C. Obih

16

Board of Directors & Corporate InformationCOMPANY REGISTRATION NO. RC 914

Country of incorporation and domicile Nigeria

Nature of business and principal activities Petroleum Products Marketing

DIRECTORS: Mr. Adetunji A. Oyebanji - Chairman & Managing DirectorEngr. (Mrs.) Mayen M. AdetibaMr. Abba KyariMr. Michel GouzerhMr. Alastair J. MacNaughtonMr. Henry Ikemefuna C. Obih

COMPANY SECRETARY: Mr. Emmanuel O. Amade

AUDIT COMMITTEE: Mr. Ebenezer O. Oladokun - ChairmanEngr. (Mrs.) Mayen M. AdetibaMr. Michael AmadiMr. Alastair J. MacNaughtonMr. Henry I. C. Obih

REGISTERED 1, Lekki-Epe Expressway,OFFICE: Victoria Island,

Lagos.

BUSINESS ADDRESS: 1 Mobil Road,Apapa,Lagos

TELEPHONE: 01-2801600, 2801100

FAX: 01-2801607

WEBSITE: www.exxonmobil.com.ng

AUDITORS: PricewaterhouseCoopers,(Chartered Accountants)252E, Muri Okunola Street,Off Ajose Adeogun,Victoria Island, P O Box 2419Lagos, Nigeria

REGISTRAR AND GTL Registrars,TRANSFER 2, Burma Road

OFFICE: Apapa, Lagos

63

Proxy Form

Annual General Meeting to be held at 11.00 a.m. on Thursday,May 28, 2015 at the Shell Hall, MUSON Centre, 8/9 Marina,Onikan, Lagos

I/WE*

ofbeing a member/members of Mobil Oil Nigeria plc herebyappoint **

or failing him/her, the Chairman of the meeting as my/our proxyto act and vote for me/us on my/our behalf at the Annual GeneralMeeting of the Company to held on Thursday, May 28, 2015and at any adjournment thereof.

Dated day of 2015

Signature

NUMBERS OF SHARES

RESOLUTION

1. To receive the report of the Directors, theStatement of Financial Position as at December31, 2014 together with the Statement ofComprehensive Income for the year ended onthat date and the Report of the Auditors thereon.

2. To elect a Director:Mr. Michel Gouzerh

3. To declare a dividend

4. To fix the remuneration of the Directors

5. To authorise the Directors to fix the remunerationof the Auditors.

6. To elect members of the Audit Committee

Please indicate with “X” in the appropriate box who youwish your votes to be cast on the resolutions set outabove. Unless otherwise instructed, the proxy will voteor abstain from voting at his/her discretion.

NOTEA member who is unable to attend an Annual General Meeting is allowed by law to vote by proxy. A proxy form has beenprepared to enable you exercise your right in case you cannot personally attend the meeting. The proxy form should notbe completed if the member will be attending the meeting.

If you are unable to attend, read the following instructions very carefully:

(a) Write your name in BLOCK CAPITALS on the proxy form where marked*(b) Write the name of your proxy where marked**, and ensure the proxy form is dated and signed by you. The Common

seal should be affixed on the proxy form if executed by a Corporation(c) The proxy form must be posted so as to reach the address shown overleaf not later than 48 hours before the time for

holding the meeting.

Before posting the above proxy form, please tear off this part and retain it for admission to the meeting.

ADMISSION CARD

Mobil Oil Nigeria plc.Mobil Oil Nigeria plc.Mobil Oil Nigeria plc.Mobil Oil Nigeria plc.Mobil Oil Nigeria plc.

Annual General Meeting to be held at 11.00 a.m. on Thursday, May 28, 2015 at the Shell Hall, MUSON Centre, 8/9 Marina,Onikan, Lagos

Name of Shareholder

Signature of person attending

NOTEThe admission card must be produced by the shareholder or his/her proxy in order to be admitted at the meeting.Shareholders or their proxies are requested to sign the admission card at the entrance in the presence of the Registrar onthe day of Annual General Meeting.

Emmanuel O. AmadeSecretary

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AffixStamp

The Registrar,GTL Registrars,2, Burma Road,Apapa,Lagos.

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Dear Shareholder(s)

SHAREHOLDER’S DATA UPDATE

In our request to update shareholders data with the current technology in the Capital Market (i.e.) e-Bonus and e-Dividend, we require you to complete this form with the following information:-

Tel. Nos: CSCS A/C No: STOCK BROKING FIRM:

E-Mail Address: Name of Bank

Branch of Bank Bank Acct No. Branch Code

No. of Units held

NAME OF SHAREHOLDER

PRESENT/NEW ADDRESS:

NAME OF COMPANY IN WHICH YOU HAVE SHARES

Mobil Oil Nigeria plc

Please notify our Registrars, Union Registrars Limited of any change in telephone, address and bank whenever itoccurs.

Yours faithfully,Mobil Oil Nigeria plc

Note: Please be informed that by filling and sending this form to our Registrar, Union Registrars Limited forprocessing, you have applied for the e-Dividend and e-Bonus; thereby, authorizing Mobil Oil Nigeria plc tocredit your account (in respect of dividends and bonus) electronically.

PLEASE COMPLETE AND RETURN TOUNION REGISTRARS LIMITED2 BURMA ROAD, APAPA SIGNATURE/RIGHT THUMBPRINT OF SHAREHOLDER

In the case of Corporate Shareholder, use company seal.

Application Formfor e-Bonus and e-Dividend

PTOMobil Oil Nigeria plc(RC 914)

REGISTRAR’S USE

NAME

SIGNATURE

DATE

M bil

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Affix N50.00Postage Stamp

Here

THE MANAGING DIRECTORGTL REGISTRARS2, BURMA ROAD, APAPAP.M.B. 12717,LAGOS.

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Mobil Oil Nigeria plcNotes

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