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Annual Report
Creating Value RAP BOURSEAnglais1016/12/059:47Page2
Annual Report 2004 RAP BOURSE Anglais 10 16/12/05 9:47 Page 3
Contents
Message from the Chairman of the Executive Board 4
Governing Bodies 6
Organisational Chart and Shareholders 7
Corporate Governance 8
Key Figures 10
2004 Highlights 11
Economic Environment and Stock-Market Background 15
Financial Statements 2004 27
Statutory Auditors’ General Report 32
Resolutions of the Annual General Meeting 34
Useful Contacts 36 RAP BOURSE Anglais 10 16/12/05 9:47 Page 4
Message from the Chairman of the Executive Board Annual Report 2004 RAP BOURSE Anglais 10 16/12/05 9:47 Page 5
Dear shareholder,
In all respects, 2004 will have been a year of consolidation for the Casablanca Stock Exchange. All our indicators show a substantial improvement in our financial balances, which bolsters our ability to invest in new development ventures.
Our revenues increased by 51% compared to 2003, reaching the satisfactory figure of MAD 71.6 million. Operating income advanced by MAD 6.2 million to MAD 25.5 million at the end of 2004. Finally, our net income jumped by +33.5% by comparison to 2003 to MAD 19.1 million.
Spurred on by the stock market’s sustained recovery in 2004, we in fact embarked on several development projects during the year.
A new medium-term strategic development plan “Future 2006” was drawn-up, reflecting our enthusiasm, determination and resolve to develop our business in a more benign environment than that of previous financial years. The main focus of our strategy is aimed at increasing the number of quoted companies, finding ways to improve the stock-market’s liquidity and creating an interest rate futures market.
At the same time, we have put in place a new organisational structure that enhances operational consistency, efficiency and reactivity, and is capable of accelerating the implementation of our strategic decision-making ; we have also improved the quality of our corporate governance by setting up several specialist standing committees, whose aim is to deliver excellence and the best of international practices.
The Casablanca Stock Exchange thus intends to increase its efforts to modernise the Moroccan stock-market, with the ambition of making our exchange an example amongst emerging markets.
2005 will be characterised by the continued implementation of our strategy with the objective of creating ever more value for the benefit of our shareholders, investors and associates.
Saïd AHMIDOUCH
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Annual Report 2004
Governing Bodies (at 1 July 2005)
Supervisory Board (at 1 July 2005)
Upline Securities, represented by Mr. Anas ALAMI, Chairman of the Supervisory Board
Attijari Intermédiation, represented by Mr. El Houssine SAHIB, Supervisory Board Member
BMCE-Capital Bourse, represented by Mr. Eric AOUANI, Supervisory Board Member
BMCI Bourse, represented by Mr. Mohamed AMRANI, Supervisory Board Member
CFG Marchés, represented by Mr. Amyn ALAMI, Supervisory Board Member
Crédit du Maroc Capital, represented by Mr. Mohamed JOUAHRI, Supervisory Board Member
Eurobourse, represented by Mr. Omar AMINE, Supervisory Board Member
ICF Al Wassit, represented by Mr. Samir KLAOUA, Supervisory Board Member
Maroc Service Intermédiation, represented by Mr. Si Mohamed MAGHRABI, Supervisory Board Member
Safabourse, represented by Mr. Hassan BOUBRIK, Supervisory Board Member
Sogebourse, represented by Mr. Karim BERRADA, Supervisory Board Member
Wafabourse, represented by Mr. Jalal BERRADY, Supervisory Board Member
Government Commissioner
Miss. Fouzia ZAABOUL
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Shareholders
The capital of the Casablanca Stock Exchange, valued at MAD 14,545,600 is held in equal parts by all brokerage firms. Attijari Intermédiation BMCI Bourse CFG Marchés Crédit Du Maroc Capital Eurobourse ICF Al Wassit BMCE Capital Bourse Maroc Service Intermédiation Safabourse Sogebourse Upline Securities Wafabourse Finergy
Executive Board (on 1 July, 2005)
Mr. Saïd AHMIDOUCH Chairman of the Executive Board
Mr. Omar DRISSI KAITOUNI Member & Director of Organisation and Information Systems Department
Mr. Amine BENABDESSLEM Member & Marketing Director
Organisational Chart (on 1 June, 2005)
Executive Board
Project Manager Compliance Officer
Finance General Affairs Marketing Markets Organisation and Department Department Department Department Information Systems Dept
Management Human Accounting control Resources Logistics Promotion Communications Quotation Clearing Systems Development
Strategic marketing Members Networks Organisation
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Corporate Governance
In January 2004, the Casablanca Stock Exchange, in line with international standards, improved the quality of its corporate governance by adopting the most rigorous corporate governance practices, confident they are the key to its expansion and development.
A new charter of Supervisory Board Members has been drawn-up, specifying the rights and obligations of each member during his term in office.
At the same time, specialised standing committees, chaired and made up of Supervisory Board members, have also been established. Their different functions are defined as follows :
The Audit Committee :
It has an advisory function on matters such as the drawing up of accounts, methods and principles of accounting, the tasks of auditors, the appointment of Statutory Auditors, the monitoring of the rules guaranteeing their independence as well as internal control procedures and off-balance sheet risks and liabilities.
The Remuneration and Appointments Committee :
It has an advisory function, namely regarding the remuneration of the Chairman and members of the Executive Board. It makes proposals to the Supervisory Board regarding the variable component of directors’ remuneration. It also advises on the level and distribution of attendance fees. In addition, it is responsible for examining the measures concerning the renewal of contracts.
The Strategy and Development Committee :
It has an advisory function, namely regarding the strategic orientation of the Casablanca Stock Exchange, as well as on major divestments and acquisitions, partnership agreements, internal restructuring and significant financial transactions.
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Annual Report 2004
The Corporate Governance Committee :
It has an advisory function, namely regarding the assessment of the running of the Supervisory Board. It reports each year to the Board about the proceedings of the various specialist committees, the abidance by the Charter of Members and the Professional Code of Ethics of the Casablanca Stock Exchange. This Committee is also responsible for raising awareness amongst Supervisory and Executive Board members, as well as all employees of the Casablanca Stock Exchange, of all matters concerning the professional code of ethics.
The Orientation Committee :
This committee, made up of the chairmen of the specialist committees and any person they may appoint, undertakes the preparatory work of the meetings of the Supervisory Board and guarantees consistency and coherence in the implementation of the various actions of the specialist standing committees.
The organisation and the running of the Supervisory Board and its Committees are governed by an internal procedural rule.
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Key Figures (at 31 December 2004)
Operating Revenues mMAD 80 73.8 Operating revenues for the financial year 2004 60 47.6 amounted to MAD 73.8 million, against MAD 40 20 47.6 million in 2003 as a result of a 51.1% 0 increase in net revenues. 2003 2004
Operating Expenses
mMAD 50 48.3 41.4 At 31 December 2004, operating expenses rose 40 by MAD 6.9 million to MAD 48.3 million, against 30 20 MAD 41.4 million as at the end of 2003. This 10 0 increase was principally due to the increase in 2003 2004 external expenses and personnel costs.
Operating Income mMAD 30 25.5 25 At the 2004 year-end, operating income amounted 20 15 to MAD 25.5 million against MAD 6.2 million in 10 6.2 5 2003. This increase by MAD 19.3 million was 0 2003 2004 largely due to revenues from stock-market listings.
Net Income mMAD 20 19.1 15 14.3 At 31 December 2004, the net income of the 10 Casablanca Stock Exchange amounted to MAD 5 0 19.1 million against MAD 14.3 million in 2003, 2003 2004 rising by 33.5%.
Shareholders’ Equity mMAD 200 188.7 171.8 By the end of 2004, shareholders’ equity amounted 150 to MAD 188.7 million against MAD 171.8 million 100 50 at 31 December 2003, an improvement of 9.9%, 0 as a result of the increase in retained earnings 2003 2004 and net income.
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2004 Highlights RAP BOURSE Anglais 10 16/12/05 9:47 Page 12
2004 Highlights
2004 can be characterised as a year in which the business focused on a drive for growth and innovation, highlighted by the following :
Adoption of a Three-Year Strategy “Future 2006”
The Casablanca Stock Exchange, aware of the major importance of the development of capital markets for the Kingdom’s economic and social growth, adopted a proactive strategy in 2004. Entitled “Future 2006”, the Casablanca Stock Exchange’s corporate strategy was drawn-up along three main lines :
• Increasing the number of listed companies ; • Improving liquidity ; • Creating an interest rate futures market.
It aims to make the Casablanca market a model amongst emerging markets of similar size, enabling it to be distinguished from others on a long-term basis.
Changing the Method of Calculation of the MASI® and MADEX® Indices
Following the example of major global indices regarding their method of calculation, since 1 December 2004, the Casablanca Stock Exchange has adopted a new method for calculating its MASI® and MADEX® indices. Based on the free float-weighted principle (shares of a company that are available on the market), this new calculation method enables broader visibility in interpreting the performance of the Moroccan stock-market.
Reorganisation of the Official List
In compliance with the new provisions of Act 52-01, the Casablanca Stock Exchange reorganised its official list. Large, medium and small companies can henceforth be listed on one of three equity markets - the Main Market, the Development Market or the Growth Market - according to the amount of capital raised and the number of shares available to the public. As for debt instruments, they can be traded on the Bond Market. Similarly, in order to offer investors a variety of products, a new section will be established soon for the listing of venture-capital funds and securitisation funds.
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Annual Report 2004
Readjustment of the Price Scale
In order to give a boost to the fixed-income section, the Casablanca Stock Exchange has readjusted its price scale by decreasing the commission on debt instrument transactions.
Development of Technological Services
At the technological forefront in the matter of information systems, the Casablanca Stock Exchange launched several innovative projects in 2004, such as :
• The drawing-up of an information services strategy, with the aim of modernising the tools used in trading and providing the functionality needed to launch trading in derivatives products ; • Implementing an IP telephony solution to enable connection via specialized lines between the trading-rooms of brokerage firms and the Casablanca Stock Exchange’s watchdog within a remote network.
Promotion of the Stock Market
Measures to promote and popularize the culture of the stock-market continued in 2004, including in particular :
• The organisation of various conferences, workshops and events ; • The increasing number of training programmes at the Stock Exchange School and the design of new training modules ; • Making listed companies more aware of the need for financial communication ; • The increase in marketing initiatives towards firms who may seek a market listing ; • The implementation of a highly ambitious communication strategy with large-scale advertising campaigns.
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2004 Highlights
Implementation of an Ambitious Human Resource Policy
In 2004, the Casablanca Stock Exchange recruited a Marketing manager, a Human Resources Manager, a Communications Manager, a Project Manager and a Compliance Officer, in order to support its new corporate strategy and to implement its new organisational structure.
In addition, the Casablanca Stock Exchange organised a staff conference at Marrakech and a lunch at Casablanca, with the purpose of mobilising all staff members. These events resulted in the drawing-up a Values Charter founded upon the following themes :
• Team spirit and Creativity ; • Skills and Professionalism ; • Development of Human Resources ; • Transparency and Corporate ethics ; • Unique identity.
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Economic Environment & Stock-Market Background RAP BOURSE Anglais 10 16/12/05 9:47 Page 16
Economic Environment
International Economy
Despite a negative impact from the rise in the oil price and the fluctuation of exchange rates, the global economy should achieve a 5% growth rate in 2004, the highest in 30 years.
This positive trend is due for a large part to the dynamism of the US economy and of the major emerging Asian markets.
Global trade should also grow by 8.8% in 2004, against 5.1% in 2003.
In the United-States, the growth rate is likely to have reached 4.4% in 2004, after 3% in 2003, boosted by tax decreases.
As for Japan’s economy, it has resumed its course of growth after ten years of stagnation. Boosted by growth in employment, private consumption and investment, Japanese GDP should advance by 4% in 2004.
On the other hand, the pace of economic growth in the Euro zone remains modest and unequally distributed across countries. Growth in this zone should be limited to 1.8% in 2004, due to appreciation of the Euro and only a modest recovery in consumption.
As for emerging countries, GDP growth should amount to 6.6% in 2004, after 6.1% in 2003, boosted by the strong increase in trade and commerce as well as strong inflows of private capital.
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Annual Report 2004
Domestic Economy
Despite the unfavourable context, characterised by the upsurge in the oil price and the slowdown in economic activity in the Euro zone, according to the latest forecasts, the Moroccan economy should record a rate of growth of 3.5% in 2004.
The reason for this solid performance can be found in the agricultural sector whose cereal production reached 83 million quintals, against an initial forecast of 65 million quintals.
The good performance of the Energy, Mining and Tourism sectors has also played its part in this advance.
Demand-wise, the increase in consumption, generated in particular by the improvement in agricultural incomes, in conjunction with an inflation rate stabilised at less than 2%, will have enabled household demand to grow by 7.5% in 2004.
For the fourth consecutive year, the current account of the balance of payments should show a surplus representing 1.3% of GDP, after 3.7% of GDP in 2003. The deterioration in the trade deficit by 3.3 points of GDP between 2003 and 2004 has been largely offset by the 12% rise (MAD 34.6 billion) in revenues from tourism and by a 7.4% increase (MAD 37 billion) in transfers coming from Moroccans residing abroad.
As for the budget deficit, not accounting for revenues from privatisation, it has been brought down to 4.4% of GDP owing to solid performance from tax and non-tax revenues.
Taking into consideration privatisation revenues, the budget deficit represents 3.2% of GDP in 2004.
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Stock Exchange Background
International Stock-Markets
The principal global stock-market indices continued their rise, begun in 2003, but often with a smaller rate of growth than that of the previous year. However, US and European stock-markets all closed the year in positive territory.
The Dow Jones index of the 30 largest stocks of the New York market thus registered a rise of 3.6% at the end of December 2004, against +25.3% in 2003.
Europe achieved a similar performance. The CAC 40, benchmark index of the Paris Stock Exchange, closed above 3,800 points, a 7.7% increase since the beginning of 2004.
The DAX index of Germany’s 30 largest stocks also progressed by 7.3%, whilst the Footsie, index of the 100 largest stocks of the London Stock Exchange, posted an annual gain of 7.7%.
Meanwhile, the Nikkei index of the 225 largest stocks quoted on the Tokyo Stock Exchange also closed 2004 with a slight increase of 7.6%, after a rise of 25% in 2003.
However, East European stock-markets achieved the strongest gains, with increases of over 50% for the Czech Republic and Austria.
Country Indices 2003 2004 UNITED STATES Dow Jones 25.3% 3.6% FRANCE CAC 40 16.1% 7.7% UNITED KINGDOM FTSE 100 13.6% 7.7% GERMANY DAX 37.1% 7.3% JAPAN Nikkei 24.5% 7.6%
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Annual Report 2004
Domestic Stock-Market
By the end of 2004, the Moroccan stock-market posted decent growth for the second consecutive year. Both the MASI® Float and MADEX® Float indices posted gains of +14.7% and +11% respectively.
Value Traded
The overall value traded reached MAD 71.8 billion in 2004, against MAD 53.7 billion in 2003, increasing by 34%. Such progress is mainly due to new exchange listings and public tender offers, which amounted to MAD 25.2 billion and MAD 10.8 billion respectively.
Value Traded (MAD) 2003 2004 Annual Change Central Market 13,062,923,474 16,244,079,621 24% Equities 6,541,847,410 15,208,558,785 132% Fixed Income 6,521,076,064 1,035,520,836 -84% Block-Trade Market 38,628,767,096 19,463,734,590 -50% Equities 38,147,451,813 19,319,361,517 -49% Fixed Income 481,315,283 144,373,073 -70% Central and Block-Trade Markets 51,691,690,570 35,707,814,211 -31% Tender Offers 600,000,000 10,759,876,176 +1,693% Listings 1,403,011,990 25,233,913,076 +1,699% Transfers 8,813,021 58,689,731 +566% Buyback Offers - 2,381,230 -
The Central Market achieved a turnover of MAD 16.2 billion in 2004, an increase of 24% compared to 2003. In contrast, the volume realised on the Block-Trade Market declined by nearly 50% compared to 2003, amounting to MAD 19.5 billion.
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Stock Exchange Background
Value Traded by Market since 1995
bnMAD 100.00 90.00 80.00 70.00 60.00 50.00 40.00 30.00 20.00 10.00 - 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
Block-Trade Market
Central Market
As a whole, on the Central Market and the Block-Trade Market, the value traded for equities and fixed-income declined by 23% and 83% respectively compared to 2003.
As for Average Daily value traded, it amounted to MAD 140 million in 2004, against MAD 210 million in 2003, a decrease of 33%.
Value Traded, Annually / Central Market + Block-Trade Market
Value Traded 2003 2004 Annual CM + BTM Change Equities 44,689,299,223 34,527,920,302 -23% Fixed Income 7,002,391,347 1,179,893,908 -83% Equities and Fixed Income 51,691,690,570 35,707,814,210 -31% Average Daily Value Traded 210,128,823 140,030,643 -33%
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Annual Report 2004
Value Traded ,Monthly / Central Market + Block-Trade Market
bnMAD 10,000 9,412 9,000 8,000 7,000 6,000 4,711 5,000 4,387 4,000 2,880 3,000 2,827 2,462 2,114 2,155 2,000 1,969 1,122 908 1,000 760 - Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
Market Liquidity
The turnover ratio recorded a significant increase in 2004, at 7.4% against 5.7% in 2003, thus regaining its 2002 level. This improvement is due principally to increase in trade on the central market.
Turnover Ratio
% 18.0 18 16 14 12 10.2 10.5 10 8.1 8.4 8 7.4 7.4 5.7 6 4.7 4 2.6 2 0.8 - 19941995 1996 1997 1998 1999 2000 2001 2002 2003 2004
(1) : this ratio is calculated by dividing the volume traded on the central market (shares) by the market capitalisation
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Stock-Market Background
Number of Transactions
In spite of the decline in volumes for equities and fixed-income, the overall number of transactions recorded a spectacular improvement in 2004 compared to 2003, realising an increase of 91%. The daily average also registered a gain of 84%, rising from 154 transactions per day in 2003 to 285 transactions per day in 2004.
Number of Transactions 2003 2004 Annual Change Central Market 37,529 72,168 92% Equities 37,266 72,102 93% Fixed-Income 263 66 -75% Block-Trade Market 420 457 +9% Equities 377 453 20% Fixed-Income 43 4 -91% Total 37,949 72,625 91% Daily average 154 285 85%
Market Performance
By the end of 2004, the major indices of the Casablanca Stock Exchange, MASI® Float and MADEX® Float, posted solid gains to close at 4,521.98 points and 3,522.38 points respectively at 31 December 2004.
Daily Change in Main Indices
4,800 4,600 4,400 4,200 4,000 3,800 3,600 3,400
3,200 MASI® Float 3,000 MADEX® Float 2,800 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
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Annual Report 2004
By examining the monthly changes in the broad stock index, MASI® Float, four distinct periods can be identified during the financial year 2004 :
• During the first four months of the year, the MASI® Float enjoyed steady gains, rising from 3,945.58 points on 2 January to 4,620.91 points on 30 April 2004. • From May to September, the general index entered a period of almost total stagnation, stabilising around 4,500 points. • In October, the MASI® Float suffered a brutal fall to reach its lowest level of the year on 29 October, at 3,806.15 points. • Finally, in reaction to the arrival of Ittisalat Al Maghrib, the market enjoyed a strong recovery in the last two months of the year, carrying the index to 4,521.98 points at 31 December, representing a gain of 14.7% over the year.
The monthly change in the MADEX® Float, the blue-chip index, experienced the same trend as that of the general index, reaching a peak of 3,599.90 points on 19 April, and its bottom at 2,863.10 points on 29 October.
Market Capitalisation
By the end of 2004, market capitalisation reached MAD 206.5 billion, against MAD 115.5 billion in 2003, i.e an annual increase of 79%.
Such a strong increase results principally from the listings of Itissalat Al Maghrib and Banque Centrale Populaire, as well as the re-rating of the shares of other quoted companies.
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Stock Exchange Background
Market Capitalisation
bnMAD 214 206.5 201 188 175 162 149 143.8 137.2 141.8 141.6 135.3 133.0 136 127.0 131.0 120.6 123 114.7 118.5 110 97 84 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec
Market Capitalisation by Sector at 31 December 2004
1.21% 2.85% 2.23% 1.69% 2.99% 5.85% Telecommunications Banks 36.91% 12.81% Construction and Building materials Holding Companies Food Beverages Oil and Gas Mining 13.75% Financial Companies Others
19.71%
Regarding the market’s composition by sector, the telecoms sector, since its official listing in December 2004, has ranked in first place with 36.9% of the total capitalisation, followed by the banking and construction sectors, with 19.7% and 13.8% respectively.
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Annual Report 2004
Public Tenders
IPOs
Two significant stock-market listings took place in 2004, after two blank years :
• Banque Centrale Populaire’s listing on 6th July 2004, with the sale of 20% of its capital, i.e. 1,177,610 shares at a price of MAD 680 per share.
• Itissalat Al Maghrib’s listing on 13 December, with the sale of 14.9% of its capital at the price of MAD 68.25 per share.
Capital Increases
Furthermore, concerning increases in capital, four transactions occurred in 2004 :
• The capital increase of La Marocaine Vie by subscription in cash, relating to 2,205,000 shares at the price of MAD 100 per share.
• The capital increase of Taslif by capitalisation of reserves and free allotment of 102,250 new shares to existing shareholders on the basis of one new share for three existing shares.
• The capital increase of BCM by MAD 558,042,100, by subscription in kind for 5,580,421 new shares.
• The capital increase of BMCI from MAD 775,173,400 to MAD 828,599,300, by conversion of bonds.
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Stock Exchange Background
Fixed-Income Issuance
Public tender by way of fixed-income issuance advanced significantly at the Casablanca Stock Exchange in 2004 :
Issuer Issue date Subscribed Nominal Maturity Nominal Interest Amount Value Rate Payments (mMAD) (MAD) SALAFIN 01/03/2004 120 100,000 3 years 5.15% 01/03/2004 LYDEC 15/03/2004 775 100,000 15 years 6.77% 15/03/2004 LYDEC 15/03/2004 275 100,000 15 years 6.95% 15/03/2004 TASLIF 19/07/2004 30 100,000 5 years 5.50% 19/07/2004 SOMEPI TEXACO 03/08/2004 50 100,000 7 years 5.46% 03/08/2004 LUBRIFIANTS MAROC LEASING 23/11/2004 300 100,000 5 years 5.01% 23/11/2004 SNI 10/12/2004 1,200 100,000 5 years 4.65% 10/12/2004 WAFASALAF 30/12/2004 200 100,000 5 years 5.54% 30/12/2004 TOTAL 2,950
This shows the growing appeal of the fixed-income market for large Moroccan issuers who perceive it to offer a competitive and flexible source of financing.
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Financial Statements 2004 RAP BOURSE Anglais 10 16/12/05 9:47 Page 28
Balance Sheet Assets at 31 December 2004
ASSETS FINANCIAL YEAR 2004 FINANCIAL YEAR 2003 Depreciation charges Gross and provisions Net Net IMMATERIAL FIXED ASSETS (A) 3,214.31 • Initial expenses 3,214.31 • Expenses spread over several years • Reimbursement of premiums paid INTANGIBLE ASSETS (B) 3,429,353.52 2,970,941.89 458,411.63 220,151.19 • Research and development • Patents, brands, intellectual rights and others 3,177,753.52 2,970,941.89 206,811.63 220,151.19 • Goodwill • Other intangible assets 251,600.00 251,600.00 TANGIBLE FIXED ASSETS (C) 28,271,335.37 18,498,562.56 9,772,772.81 3,518,203.45 • Land • Buildings • Plant, materials and equipment 2,904,514.01 2,733,280.16 171,233.85 190,019.44 • Vehicles 227,620.67 213,662.32 13,958.35 31,895.75 • Office furniture, fixtures and fittings 25,008,953.28 15,551,620.08 9,457,333.20 3,291,365.19 • Other tangible fixed assets 4,923.07 4,923.07 4,923.07 • Tangible fixed assets in progress 125,324.34 125,324.34 INVESTMENTS (D) 98,521,177.43 98,521,177.43 98,993,929.11 • Long-term loans 559,632.44 559,632.44 386,666.77 FIXED ASSETS • Other finance receivables 96,961,544.99 96,961,544.99 97,607,262.34 • Investments in non-consolidated companies • Other equity securities 1,000,000.00 1,000,000.00 1,000,000.00 TRANSLATION ADJUSTMENTS (E) • Decrease in finance receivables • Increase in financing liabilities TOTAL I (A + B + C + D + E) 130,221,866.32 21,469,504.45 108,752,361.87 102,735,498.06 STOCKS (F) 162,140.82 162,140.82 146,382.43 • Merchandise • Raw materials and consumables 162,140.82 162,140.82 146,382.43 • Work in progress • Semi-finished goods • Finished goods RECEIVABLES (G) 16,244,624.00 16,244,624.00 12,850,289.54 • Debtors, pre-payments • Trade receivables 9,205,980.66 9,205,980.66 3,680,913.07 • Staff 20,149.79 20,149.79 18,906.68 • Payroll costs 1,895,263.14 1,895,263.14 2,496,949.38 • Associates’ account • Other receivables 1,800.00 1,800.00 1,800.00 • Adjustment accounts - Assets 5,121,430.41 5,121,430.41 6,651,720.41 INVESTMENTS & OTHER HOLDINGS (H) 111,032,349.92 111,032,349.92 78,918,973.22
CURRENT ASSETS TRANSLATION ADJUSTMENTS (I) 16,928.34 16,928.34 10,915.78 (current items) TOTAL II (F + G + H + I) 127,456,043.08 127,456,043.08 91,926,560.97 CASH & CASH EQUIVALENTS – ASSETS 3,996,680.70 3,996,680.70 640,173.19 • Cheques awaiting deposit • Bank deposits 3,993,201.11 3,993,201.11 633,340.10 • Cash in hand 3,479.59 3,479.59 6,833.09 TOTAL III 3,996,680.70 3,996,680.70 640,173.19 CASH & CASH CASH EQUIVALENTS TOTAL ASSETS I + II + III 261,674,590.10 21,469,504.45 240,205,085.65 195,302,232.22
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Balance Sheet Liabilities at 31 December 2004
LIABILITIES FINANCIAL YEAR 2004 FINANCIAL YEAR 2003
SHARHOLDER’S EQUITY • Common stock 14,545,600.00 14,545,600.00 • Less : subscribed shareholders’ capital called-up non-called-up 14,545,600.00 14,545,600.00 of which paid 14,545,600 • Paid-in capital in excess of par 2,045,475.00 2,045,475.00 • Translation adjustments • Legal reserve 1,454,560.00 1,181,830.00 • Other reserves 128,786,624.35 128,786,624.35 • Net income before appropriation 22,754,073,66 10,932,832.75 • Net results to be assigned • Net income for financial year 19,094,815.14 14,275,810.91 TOTAL SHAREHOLDER’S EQUITY (A) 188,681,148.15 171,768,173.01 SHAREHOLDERS’ EQUITY FROM MINORITY INTERESTS (B) 5,601,890.64 • Investment subsidies • Regulatory provisions 5,601,890.64 LONG-TERM DEBTS (C) 490,185.00 • Debt • Other payables 490,185.00 PROVISIONS FOR CONTINGENCIES AND CHARGES (D) 7,908,000.00 7,113,000.00 • Provisions for contingencies SOURCES OF FINANCE • Provisions for charges 7,908,000.00 7,113,000.00 TRANSLATION ADJUSTMENTS – LIABILITIES (E) • Increase in finance receivables • Decrease in finance liabilities TOTAL I (A + B + C + D + E) 202,191,038.79 179,371,358.01 SHORT-TERM DEBTS (F) 35,557,728.33 14,577,229.54 • Accounts and notes payables 11,306,178.26 2,381,005.57 • Creditors, accrued expenses • Staff 3,871,224.59 3,797,317.15 • Associations 2,386,436.67 2,136,794.93 • State 10,315,205.36 1,182,359.91 • Associates’ accounts 475.00 325.00 • Accrued government taxes (other than income taxes) 7,565,431.96 5,043,462.58 • Other deferred income and accrued expenses – liabilities 112,776.49 35,964.40 OTHER PROVISIONS FOR CONTINGENCIES AND CHARGES (G) 1,953,369.65 1,353,644.67
CURRENT LIABILITIES TRANSLATION ADJUSTMENTS (current items) (H) TOTAL II (F + G + H) 37,511,097.98 15,930,874.21 CASH & CASH EQUIVALENTS – LIABILITIES • Discount notes • Treasury notes • Bills of credit 502,948.88 TOTAL III 502,948.88 CASH & CASH CASH EQUIVALENTS TOTAL LIABILITIES (I + II + III) 240,205,085.65 195,302,232.22
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Income Statement
NATURE OPERATIONS TOTALS FISCAL TOTALS FISCAL Specific to the Previous financial YEAR 2004 YEAR 2003 financial year (A) years (B) (C)=(A)+(B) I OPERATING REVENUES • Sale of merchandise 110,278.18 110,278.18 56,301.30 • Sale of goods and services 71,588,146.21 71,588,146.21 47,392,373.55 • Net sales 71,698,424.39 71,698,424.39 47,448,674.85 • Change in inventories (+ or -) (1) • Fixed assets produced by the company for internal use • Operating subsidies • Other income 33,333.34 33,333.34 26,586.63 • Reversals of operating provisions : transfer of expenses 2,105,938.07 2,105,938.07 86,227.75 TOTAL I 73,837,695.80 73,837,695.80 47,561,489.23 II OPERATING EXPENSES • Cost of goods sold (2) • Purchases of materials and furnishings (2)
OPERATING used in production 1,340,317.29 1,340,317.29 1,573,160.21 • Other external expenses 13,932,536.98 1,950.00 13,934,486.98 7,039,833.33 • Taxes other than on income 6,090,493.19 6,090,493.19 8,040,216.19 • Payroll costs 21,791,679.50 21,791,679.50 18,909,883.80 • Other operating expenses 1,800,000.00 1,800,000.00 1,958,378.06 • Depreciation charges and provisions (operating) 3,362,596.00 3,362,596.00 3,876,626.22 TOTAL II 48,317,622.96 1,950.00 48,319,572.96 41,398,097.81 III NET OPERATING INCOME ( I - II ) 25,518,122.84 6,163,391.42 IV FINANCIAL REVENUES • Revenues from investments and long-term holdings • Foreign exchange gains 4,329.78 4,329.78 2,849.39 • Interest received and other financial revenues 7,679,973.90 7,679,973.90 10,718,655.57 • Reversals of financial provisions : transfer of expenses TOTAL IV 7,684,303.68 7,684,303.68 10,721,504.96 V FINANCIAL EXPENSES • Interest charges 8,702.42 8,702.42 5,272.09 • Foreign exchange losses 5,082.42 5,082.42 12,677.79 • Other financial expenses 782,224.87 782,224.87 883,817.37
FINANCIAL • Depreciation charges and provisions (financial) 16,928.34 16,928.34 10,915.78 TOTAL V 812,938.05 812,938.05 912,683.03 VI NET FINANCIAL INCOME ( IV - V ) 6,871,365.63 9,808,821.93 VII NET RECURRING INCOME ( III + VI ) 32,389,488.47 15,972,213.35
1) Change in inventories : final stocks – initial stocks ; increase (+) ; decrease (-) 2) Cost of goods sold or used in production : purchases – change in inventories 30 RAP BOURSE Anglais 10 16/12/05 9:47 Page 31
at December 31st, 2004 (excluding taxes)
NATURE OPERATIONS TOTALS FISCAL TOTALS FISCAL Specific to the Previous financial YEAR 2004 YEAR 2003 financial year (A) years (B) (C)=(A)+(B) VII RECURRING INCOME (carried forward) 32,389,488.47 15,972,213.35 VIII NON-RECURRING REVENUES • Revenues from the sale of fixed assets 35,000.00 35,000.00 51,000.00 • Balancing subsidy • Reversals on investment subsidies • Other non-current revenues 78,471.19 78,471.19 32,823.26 • Non-current reversals : transfer of charges TOTAL VIII 113,471.19 113,471.19 83,823.26 IX NON-RECURRING EXPENSES • Net values from depreciation 89,727.28 89,727.28 2,537.50 of fixed assets sold • Subsidies granted • Other non-current expenses 65,669.60 65,669.60 186,654.20 • Non-current depreciation charges 5,601,890.64 5,601,890.64 1,300,000.00 and provisions TOTAL IX 5,757,287.52 5,757,287.52 1,489,191.70 X NET NON-RECURRING INCOME ( VIII - IX ) -5,643,816.33 -1,405,368.44 XI INCOME BEFORE TAXES ( VII + or - X ) 26,745,672.14 14,566,844.91 NON-RECURRING XII INCOME TAXES 7,650,857.00 7,650,857.00 291,034.00 XIII NET INCOME ( XI - XII ) 19,094,815.14 14,275,810.91
XIV TOTAL REVENUES ( I + IV + VIII ) 81,635,470.67 58,366,817.45 XV TOTAL EXPENSES ( II + V + IX + XII ) 62,540,655.53 44,091,006.54 XVI NET INCOME (Total Revenues – Total Expenses) 19,094,815.14 14,275,810.91
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Statutory Auditors’ General Report RAP BOURSE Anglais 10 16/12/05 9:47 Page 33
Statutory Auditors’ General Report (at 31 December 2004)
In accordance with the terms of our appointment at your Annual General Meeting on 9 March 2004, we have conducted the audit of the enclosed Financial Statements of the Casablanca Stock Exchange, for the financial year ending 31 December 2004, which include the balance sheet, the income statement, the statement of provisional balances, the flow-of-funds statement and the notes to the Financial Statements. These statements, which record shareholders’ equity and investment provisions of MAD 194,283,038.79 and net income of MAD 19,094,815.14, are the responsibility of the company’s Executive Board. Our liability lies in issuing an opinion about such reports based on our audit.
We conducted our audit in accordance with professional standards applied in Morocco. Those standards require that we plan and perform our audit to obtain reasonable reassurance that the Financial Statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by the Executive Board in the preparation of the Financial Statements as well as evaluating the overall presentation of the Financial Statements. We believe that our audit provides a reasonable basis for our opinion.
OPINION ON THE FINANCIAL STATEMENTS In our opinion, the Financial Statements, to which we refer in the first paragraph above, present fairly, in all material respects, the assets and liabilities and financial position of the Casablanca Stock Exchange at 31 December 2004 and the results of operations for the year ended, in accordance with Morocco’s generally accepted accounting principles.
SPECIFIC PROCEDURES AND INFORMATION We have also performed the specific procedures required by law. We are satisfied that the information given in the Executive Board’s report, addressed to shareholders, agrees with that of the Financial Statements.
Casablanca, 16 February 2005
Statutory Auditors
FIDAROC PRICE WATERHOUSE
Faïçal MEKOUAR Aziz BIDAH Managing Partner Partner
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Resolutions of the Annual General Meeting of Shareholders RAP BOURSE Anglais 10 16/12/05 9:47 Page 35
Resolutions of the Annual General Meeting of Shareholders of 15 March 2005
FIRST RESOLUTION The Annual Meeting, having reviewed the report of the Executive Board, the comments of the Supervisory Board on the aforementioned report and the report of the Statutory Auditors, shall approve them in their totality as well as the balance sheet and income statement for the financial year ended 31 December 2004 which shows net income of MAD 19,094,815.14. This resolution was put to the vote and approved unanimously.
SECOND RESOLUTION The Annual Meeting shall entirely and definitively discharge the members of the Executive and Supervisory Boards of their mandate for the financial year ended 31 December 2004.
This resolution was put to the vote and approved unanimously.
THIRD RESOLUTION The Annual Meeting, upon the proposal of the Executive Board, shall decide to app- ropriate income as follows :
Net income of financial year 2004 19,094,815.14 Retained earnings brought forward from previous year 22,754,073.66 Total distributable income 41,848,888.80 The Annual Meeting resolves to appropriate distributable income as follows : To the payment of a dividend 2,181,840.00 Balance 39,667,048.80 To un-appropriated retained earnings. The date of dividend payment is set as 30 April 2005. This resolution was put to the vote and approved unanimously.
FOURTH RESOLUTION The Annual Meeting shall endorse the decision to allocate to members of the Supervisory Board a gross amount of MAD 1,800,000 for attendance fees for the year 2004, on the basis that the latter assumes responsibility for their distribution among its members.
This resolution was put to the vote and approved unanimously.
FIFTH RESOLUTION The Annual Meeting, having reviewed the co-auditors’ special report on the conventions under articles 95 and those which follow of law n° 17/95 governing public limited companies, shall approve the conclusions of the said report. This resolution was put to the vote and approved unanimously.
SIXTH RESOLUTION The Annual Meeting shall grant power-of-attorney to the bearer of a copy or extract of the present document so as to undertake the necessary formalities as requested by law. This resolution was put to the vote and approved unanimously. 35 RAP BOURSE Anglais 10 16/12/05 9:47 Page 36
Useful Contacts
BROKERAGE FIRMS
ATTIJARI INTERMEDIATION 15 bis, Bd. Moulay Youssef - Casablanca Tel.: (212) 22 49 14 82 • Fax : (212) 22 20 25 15
BMCE-CAPITAL BOURSE BMCE siège - 140, Av. Hassan II - Casablanca Tel.: (212) 22 48 10 01 • Fax : (212) 22 48 09 52
BMCI BOURSE Bd. Bir Anzarane, Imm. Romandie - Casablanca Tel.: (212) 22 39 32 10 • Fax : (212) 22 39 32 09
CFG MARCHES 5-7, Rue Ibn Toufaïl, Quartier Palmier - Casablanca Tel.: (212) 22 25 01 01 • Fax : (212) 22 98 11 12
CREDIT DU MAROC CAPITAL 8, Rue Ibnou Hilal, Quartier Racine - Casablanca Tel.: (212) 22 94 07 44 • Fax : (212) 22 94 07 66
EUROBOURSE Av. des Forces Armées Royales, Tour Habous, 5ème étage - Casablanca Tel.: (212) 22 54 15 54 • Fax : (212) 22 54 14 46
FINERGY 22-29, Rue Bab El Mansour, Espace Porte d'Anfa - Casablanca Tel.: (212) 22 36 87 76 • Fax : (212) 22 36 87 84
ICF AL WASSIT 29, Rue Bab El Mansour, Espace Porte d'Anfa - Casablanca Tel.: (212) 22 36 93 84/89 • Fax : (212) 22 39 10 90
MAROC SERVICE INTERMEDIATION Imm. Zénith, Rés.Tawfiq, Sidi Maârouf - Casablanca Tel.: (212) 22 97 49 61 • Fax : (212) 22 97 49 73/74
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SAFABOURSE 181, Bd. Massira Al Khadra - Casablanca Tel.: (212) 22 23 59 24 • Fax : (212) 22 23 59 50
SOGEBOURSE 55, Bd. Abdelmoumen - Casablanca Tel.: (212) 22 43 98 40 • Fax : (212) 22 26 80 18
UPLINE SECURITIES 37, Angle Bd. Abdellatif Ben kaddour et Rue Ali Ben Abderrazak - Casablanca Tel.: (212) 22 95 49 60/61 • Fax : (212) 22 95 49 62/63
MARKET INSTITUTIONS
MINISTRY OF FINANCE AND PRIVATISATION TREASURY DIRECTORATE AND EXTERNAL FINANCES Quartier Administratif Chellah - Rabat Tel.: (212) 37 67 73 54/55 • Fax : (212) 37 67 75 32
COUNCIL FOR THE CODE OF ETHICS IN SECURITIES MARKET (CDVM) 6, Rue Jbel Moussa, Agdal - Rabat Tel.: (212) 37 68 89 00/01/02 • Fax : (212) 37 67 75 32
MAROCLEAR 18, Route d’El Jadida - Aïn Chock Hay Hassani - Casablanca Tel.: (212) 22 98 31 31 • Fax : (212) 22 99 44 64
PROFESSIONAL ASSOCIATIONS
PROFESSIONAL ASSOCIATION OF BOKERAGE FIRMS (APSB) Angle Av. des Forces Armées Royales et Rue Mohammed Errachid - Casablanca Tel.: (212) 22 54 23 33/34/35 • Fax : (212) 22 54 23 36
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www.casablanca-bourse.com RAP BOURSE Anglais 10 16/12/05 9:47 Page 39 RAP BOURSE Anglais 10 16/12/05 9:47 Page 40
Creating Value
Avenue des Forces Armées Royales - Casablanca - Morocco Tel.: (212) 22 45 26 26/27 - Fax : (212) 22 45 26 25 www.casablanca-bourse.com RAP BOURSE Anglais 10 16/12/05 9:47 Page 41