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ANNUAL 20 REPORT 18

CONTINENTAL ASPIRATIONS SUMMARY

BIRTH OF AN ASPIRATION 4

THE EXCHANGE TAKES ON A NEW DIMENSION 6

2018 FACTS AND FIGURES 8

FROM AMBITION TO ACHIEVEMENT 18

ORGANIZATION 30

THE MARKET IN 2018 36

FINANCIAL RESULTS 46

CONTACTS 64 BIRTH OF AN ASPIRATION

Ambition 2021, the new road map for 2018-2020 Message from The Chairman encompasses not only the Casablanca of the Board but the Casablanca 2018 was a pivotal year for Moroccan capital To this end, three main development axes markets. First, with the creation of the Capital were identified: Deploying robust and efficient financial marketplace Markets Committee chaired by the Minister of market infrastructure; Contributing to funding Economy and , evidence of a political the economy and Attaining national, regional as a whole. determination to develop capital markets. and international outreach. Second, by setting up the Ambition 2021 road-map for the Casablanca Stock Exchange Ambition 2021 implementation began this (CSE), outlining the contours of a market year with the deployment of market and commensurate with Morocco's economic marketplace structuring projects. These aspirations. projects are intended to attract a new breed Hamid TAWFIKI of investors, meet the needs of issuers, open As such, Ambition 2021 is not only a road- up our market to international financial map for the CSE but one for the Casablanca markets, particularly in Africa, and above all, financial center as a whole. Ambition 2021 provide efficient market infrastructure to turn aims to breathe new life into capital markets our marketplace into a financial hub serving and help build a more attractive financial Moroccan and African economies. center.

Ambition 2021 federates all market stakeholders with one goal in mind: to become the leading platform, up to the highest international standards, for mobilizing savings to finance the economies of Morocco and Africa.

4 annual Report 2018 5 THE CASABLANCA STOCK EXCHANGE TAKES ON A NEW DIMENSION Message from THE CHIEF EXECUTUVE OFFICER

1. Ambition 2021 was introduced in early In parallel, we continued to implement 2018. What are its main areas of focus? projects aimed at achieving Ambition 2021 objectives, e. g. expansion of ELITE Morocco Indeed, Ambition 2021 outlines the main and launch of ELITE West Africa with BRVM in avenues for development of the Casablanca support of Moroccan and African companies; Stock Exchange for 2018 - 2021, but not only. enhancement of our financial education Ambition 2021, This new road-map, fruit of our collaboration offer with the Ecole de la Bourse and the with all key market participants, is a organization of the 3rd edition of the Morocco a new dimension marketplace project. It aims to build a modern, Capital Market Days in London and for the first efficient market for issuers and investors and a time in New York to showcase the Moroccan for the real lever for economic growth for Morocco. Financial Marketplace to international investors. Casablanca Stock Ambition 2021 is a 4-year project involving major investments. We have initiated a number 2. You became President of the ASEA at the Exchange and of projects simultaneously as part of its end of 2018. What does this mean for the implementation. These projects include market Casablanca Stock Exchange? Marketplace modernization and deployment of new market architecture, in particular with the launch of a This appointment as President of the ASEA clearing house and a derivatives market, as well is an acknowledgement of Casablanca Stock as building synergies with market participants. Exchange's leadership and expertise. It is an honor as well as a great responsibility as I will That said, there are other projects under be leading the African Exchanges Linkage Ambition 2021 that have already been Project (AELP) during my term of office. The launched. Efforts to implement our quality African Stock Exchange Integration Project Karim HAJJI policy continued. In this context, our business aims to unlock the potential of African stock continuity management system has been markets to fully contribute to financing the certified and we are now the second Moroccan continent's economies. In this context, we at firm to be certified ISO 22301. We also the Casablanca Stock Exchange will have to renewed our ISO 9001 certifications for service mobilize our know-how in the implementation of quality and ISO 27 001 for information system large-scale structuring projects. . Simultaneously, we broadened our index portfolio to reach more investors with the introduction of Casablanca ESG 10, the Environment, Social responsibility and Governance Index.

6 annual Report 2018 7 2018 FACTS & FIGURES 2018

8 annual Report 2018 9 STOCK MARKET FIGURES

2018 FACTS & FIGURES Masi®Floating FTSE CSE Morocco 15 -8.27% in 2018 -11.54% in 2018 +18.12% since 2014 +16.43% since 2014

150 FTSE CSE Morocco 15 Index Base 100 MASI Base 100 140

130

CASABLANCA STOCK EXCHANGE KEY 120

FIGURES 110

100

90

80 Revenue 70 (in MMAD) 60 -14% Dec Jul Dec Jul Dec Jul Dec Jul Dec 14 15 15 16 16 17 17 18 18 120 Net income 103 93 (in MMAD) Amounts raised 76 78 -41% 39 (MAD billion) 32 Number 28 12.7

17 of companies listed 76 10 Number 5.3 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 of bonds listed 46 3.7 1.7 2

2014 2015 2016 2017 2018 Market capitalization Operating expenses (MAD billion) Listed Bonds Increase in Share Initial Public Capital Offerings (in MMAD) Equity -12% (in MMAD) 627 Traded volume +3% 583 582 110 693 484 (MAD billion) 97 453 95 674 66 54 80 664 47 73 657 45 45

629

2014 2015 2016 2017 2018

2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018

Block-Trade market Central market

10 annual Report 2018 11 SALIENT FACTS

Casablanca Stock Exchange development activities in 2018 focused mainly on: implementing the new Ambition 2021 road-map, consolidating relations with African stock exchanges and supporting Moroccan companies.

MAY MARCH 5th cohort ELITE Morocco Bond issue New road-map for the Casablanca Stock Exchange Launch of the 5th cohort consisting Transaction size: MAD 5 billion. Announcement of AMBITION 2021, the new of 10 new companies and Casablanca Stock Exchange road-map for 2018- certification of 8 others from 2021. Objective: unlock the market's potential previous cohorts. through the implementation of three major axes: build robust and efficient infrastructure, contribute to Corporate Social Responsibility Initial public offering financing the economy and achieve national, regional (CSR) / CGEM label IPO of 81.18% of Immorente's and international outreach. Renewal of the CSR label awarded share capital through capital by the General Confederation of issue. Transaction size: 1st cohort of ELITE BRVM LOUNGE Moroccan Enterprises (CGEM). MAD 400 M. Participation in the launch ceremony in Abidjan. ELITE BRVM LOUNGE implemented FEBRUARY in the UEMOA region by the Casablanca Stock Capital issue Bond issue Exchange, the Bourse Régionale des Valeurs Transaction size: MAD 996.6 Transaction size: MAD 1 billion. Mobilières (BRVM) and the London Stock million. Exchange Group.

7th edition of "Finance Week for Children and Youth" Capital Issue Reception and training of 600 students as part of Transaction value: MAD CSE participation in the Moroccan Foundation for 100.6 Million. Financial Education.

ELITE Morocco Workshop ELITE Morocco Workshop ELITE Morocco Workshop Preparing for a successful initial Securitization: New Financing Governance issues for Small and public offering: from due diligence Instruments for ELITE Companies. Medium-sized Enterprises to first listing.

Partnership with the International Stock Exchange Champions Bond issue Capital issue Finance Corporation (IFC) Award ceremony organization Transaction size: MAD 800 Million. Transaction size: MAD To support SMEs, notably those for the edition, held from March 314.9 million. participating in ELITE Morocco, in 12 to April 6, 2018 with over 1,000 the areas of corporate governance participants. and financial communication. JULY Bond issue Morocco Capital Market Days Transaction size: MAD 1.5 Billion. (MCMD) - London and New York Third edition in London in partnership with Group (LSEG) and first edition in New York entitled "Morocco, Your Gateway to Africa" JUNE (MYGA). This event was organized in partnership with Citi Bank and with APRIL the active support of the Moroccan Embassy in the United States. 12 annual Report 2018 13 SALIENT FACTS

SEPTEMBER DECEMBER

th Casablanca ESG 10 6 cohort ELITE Morocco Bond issue th Launch of an Environment, Social Launch of the 6 cohort Transaction size: MAD 750 responsibility and Governance consisting of 14 new companies, million. (ESG) index composed of 10 certification of 9 companies listed on the Casablanca from previous cohorts and Stock Exchange. signature of two partnerships. The first with the Moroccan Initial public offering 2018 Top CSR performers Capital Market Authority IPO of 27.79% of Mutandis share Ceremony organized in (AMMC) and the second with capital by means of a hybrid collaboration with Vigéo Eiris OCTOBER the General Confederation of operation. Maximum overall to recognize 2018 Top CSR Moroccan Enterprises (CGEM) transaction size: 400 MMAD. performers among listed Workshop for the support of ELITE Morocco companies and/or bond issuers. Organized in partnership with program companies. ELITE Day the Moroccan Association Participation together with some for Participatory Finance fifteen Moroccan ELITE Morocco Professionals - Sharia Compliant Capital issue program companies in the first (AMFP) entitled "Structuring Meeting on financial information Transaction size: MAD 2,4 billion. ELITE Day edition organized by the inaugural issue of sovereign in Morocco Borsa Italiana in Milan under the Sukuk: Technical Insights". Organization of the 4th edition of theme of "Linking Excellence". this meeting with News Bond issue This event was the first ELITE and Maroclear under the theme Transaction size: MAD 500 million. program global gathering and of "Economic integration and an opportunity for networking convergence of financial markets and visibility for ELITE Morocco in Africa". companies.

ASEA Presidency Mr. Karim Hajji, CEO of the Casablanca Stock Exchange, was appointed President of the Association of African Stock Exchanges (ASEA) to lead the Association's new 2019- 2023 strategy, as well as the African Exchange Linkage Project (AELP), an initiative to integrate African Stock Exchanges. NOVEMBER

14 annual Report 2018 15 FROM AMBITION TO ACHIEVEMENT 2018

16 annual Report 2018 17 FROM AMBITION TO ACHIEVEMENT In 2018, the Casablanca Stock Exchange implemented an action plan consistent with the strategic orientations of the new Ambition 2021 road-map.

A number of projects are thus underway. In addition, new General Stock be made. Mobilizing all stakeholders Secretariat of the Government Exchange Regulations were remains essential, particularly for and should enter into force in 2019. finally validated by the Treasury setting up the clearing house and As for the law on futures market, Department, submitted to the the futures market. Providing the it needs to be revised to broaden Government General Secretariat financial center with resilient market the range of products that the and initial validation meetings infrastructure that is recognized clearing house is allowed to clear, initiated. This is a major step forward by international investors will including the spot market and for the Casablanca Stock Exchange undoubtedly attract new capital unlisted derivatives. The Treasury in terms of flexibility and future flows. Furthermore, all market Department is supporting us on this development. development initiatives must be initiative. correlated with regulatory and tax 2018 also saw the completion of developments as well as with the The UCITS Act is being amended. In an ambitious project, which we real needs of local and international its new version, it will allow the listing launched, to deploy an automated investors. Africa's outreach depends of ETFs that are treated as funds, in IN SERVICE OF THE MARKET subscription management platform on a structured and viable financial the same way as OPCIs and other Stock exchange management and development are at the for both IPO and public offering center that can add value to the collective investment funds. operations. This platform allows region. very essence of CSE activity. In practice, this revolves round IP members to interact with the Also under amendment is the three main axes: operational, regulatory and technical. Casablanca Stock Exchange in an 3. How far has market Securities Lending Act, in particular Ambitious CSE development projects were undertaken in automated and secure manner regulation progressed (law to extend the list of persons who 2018 as part of the new road-map, these will have structural while improving and optimizing on futures market, securities may borrow securities to qualified impacts on all three axes. transaction execution processes. lending, etc.)? investors and natural persons who meet specific conditions. 2. How does the implementation A considerable number of This amendment also addresses 1. What are the most of Ambition 2021 impact stock regulatory texts are currently the possibility for the borrower to significant events of 2018 market development? under amendment following dispose of borrowed securities after for you? various market level exchanges so having informed the lender and the Ambition 2021 is above all a vision as to meet the needs of market AMMC. The clearing house was the main and assessing additional revenue and a cluster of different initiatives participants and institutions. topic of 2018. It plays a vital potential by integrating exchange with positive impact on stock role as market infrastructure in cash transactions, OTC repos, exchange development. Market Stock Exchange's General strengthening financial stability securities lending and borrowing impacts cannot be measured at this Regulations are undoubtedly the through the centralization and risk and the secondary market for stage due to implementation delays most structuring in the short term. Ahmed Arharbi management mechanisms it allows, Treasury bills. We then launched inherent to some projects and to These are currently in the final Chief Operating Officer thereby substantially reducing an international call for tenders for choices or decisions that remain to validation phase with the General counter-party risk faced by capital the acquisition of a compensation market participants. solution from six recognized vendors. Finally, we considered IT outsourcing The CCP implementation project to an EMIR-certified CCP for reasons is one of the tasks entrusted to the of implementation timeliness and Casablanca Stock Exchange by expertise transfer. the new requirement specifications Market situation in 2018 signed in June 2016 with the Ministry At the same time, the Italian clearing of Finance. This complex project, house, Cassa di Compensazione The year saw a slowdown in trading activity on the Casablanca Stock Exchange, despite managed under strict project e Garanzia, assisted us in building renewed interest in the market the previous year. Lower revenues were offset by successful management discipline, is carried team capacity during the different initiatives to increase captive revenues. out in several phases. project implementation processes. Despite the context, two companies IMMORENTE and MUTANDIS were listed. This is The next step is to discuss future CCP a positive signal that the stock market remains a viable way to raise funds. Both IPOs accreditation with Bank Al-Maghrib First, we assessed the profitability of showed clear interest from investors, as evidenced by subscription rates. the future CCP by studying several on the one hand, and implement the scenarios: clearing derivatives only information system on the other.

18 annual Report 2018 19 2. What projects have you carried 3. Information systems security is at the out as part of the new Ambition 2021 heart of your business. What actions road-map? have been carried out at this end?

A key project in our road-map is the Security being a major concern as it creation of a Clearing House. In this enhances the confidence we need to bring context, we have implemented advanced to our market, we have the obligation to be planning in accordance with international innovative and vigilant as to the risks that any project management standards. Our teams market infrastructure should manage. divided the project into two phases. The INFORMATION TECHNOLOGY: first phase consists in Capacity Building, In 2018, we improved our operations to strengthening project team skills and support implementation of the first Ambition ENABLING US TO ACHIEVE OUR knowledge at a renowned international 2021 axis, which consists of building a EMIR (European Market and Infrastructure high-performance, robust and secure AMBITION Regulation) certified clearing house. The market infrastructure. In this context, we second phase is the acquisition of an IT successfully certified our Business Continuity Capital markets have become highly dependent on solution that automates Clearing House Management System (BCMS) by obtaining information technology over the past twenty years owing management processes. Work on this ISO 22301 certification. This certification phase resulted in setting a short list of guarantees our ability to protect ourselves to its resilience, stability and speed of execution. The internationally recognized solutions meeting from disruptive incidents, to prepare for them, Casablanca Stock Exchange has seen similar development both functional and technical criteria, to respond effectively and to restore our since 1998, the year in which the first release of the electronic not to mention that this investment in business as quickly as possible. quotation platform was launched. Platform upgrade has training and skills transfer has given us the impetus to launch a number of research We also renewed our ISO 27001 certification, always been at the heart of our strategy to offer market and development projects on solutions a de facto standard in terms of Information Mohamed Saad infrastructure to the highest international standards. that meet market needs and offer the best Systems Security Management Systems quality/price ratio. (ISMS). The renewal of our certification Resources Division Director underpins our approach of strengthening 1.For you, what was the most implementation of Ambition 2021, We are continuing efforts in this direction governance, reliability and performance of outstanding event in 2018? the IT Division has initiated new by launching R&D and Open Innovation our ISMS and our efforts to comply with the projects and continued others. We projects with Startups and Universities and highest international standards. The Casablanca Stock Exchange’s all know that the IT dimension is at this will be the challenge for 2019, exploring strategy tends to use technology the heart of market development opportunities that disruptive technologies It should be noted that the Casablanca Stock as a development driver and a thanks to the stability, security (e.g. Blockchain or Big Data) can bring, Exchange is the only stock exchange in competitive advantage in order to and efficiency offered by IT. The including solutions, cost reduction and Africa and one of the few worldwide to anticipate the needs of stakeholders NewAge Platform implemented alternatives to conventional systems. obtain both certifications. This consolidates our (issuers, investors, intermediaries, since August 2016 has enabled us ambition of becoming a leading stock exchange etc.), which will also enable it to meet to earn valuable points in terms of and a driver of economic development in its vision of being a key player in the functional wealth, but also in terms Morocco and Africa. region and the continent. of business continuity, because we have taken advantage of it to The implementation of Ambition raise our requirements and adopt 2021 was the flagship project for the best international standards. 2018. This new roadmap is intended The Casablanca Stock Exchange to be a bottom-up approach has also adopted a state-of-the- because all the players of the art monitoring platform based on Casablanca Stock Exchange information systems are managed via a marketplace are involved and have artificial intelligence routines that Scorecard that includes indicators by activity, and one of these strategic contributed to its development. can alert users to unlikely market indicators is the SLA (Service Level Agreement) providing Quotation and Ambition 2021 is also a real behaviour, and thereby ensure Trading-platform availability information. This indicator stood at 100% challenge for the Casablanca Stock regulatory compliance and risk in 2018, reflecting management efforts to use information systems as a Exchange, which is carrying out anticipation. genuine development lever. this project. In order to support the

20 2. What goals do you wish 3. Market promotion is very more than 900 ELITE companies CAPITAL MARKET PROMOTION IN THE to achieve through the important in your business. and partners from 36 countries. SERVICE OF THE MOROCCAN ECONOMY implementation of the What projects are being This event, held under the "Linking Casablanca ESG 10 index? undertaken in this context? Excellence" theme, at the initiative The Development Department's mission is to promote the of Borsa Italiana in Milan, was market and its visibility to diversified targets, at national The implementation of Casablanca Indeed. Every year, we organize an opportunity for fifteen or so and international levels. Projects carried out in this context ESG 10, in partnership with Vigeo events to promote Moroccan participating Moroccan companies fall under three main activities: market data dissemination, Eiris, is in line with the roll-out of our financial markets to various to benefit from the international networking and business business development prospecting and support, and stock Ambition 2021 road-map, which international targets and highlight provides for the broadening of our investment opportunities in opportunities offered by the ELITE market culture outreach. offer in terms of financial products Morocco. community. and instruments. Casablanca 1. What was the most relevance and its ability to support ESG 10, the Environment, Social It is with this in mind that we Of course, we continued to promote important aspect of your companies towards development. responsibility and Governance organized the Morocco Capital the market through the expansion rd activity in 2018? benchmark index allows us to Market Days for the 3 consecutive of data dissemination. In 2018, the This success was made available to attract a new category of investors year in partnership with the London Casablanca Stock Exchange was Certainly, the listing of two companies: companies in the WAEMU region with interested in socially responsible Stock Exchange Group in April present in 400 financial institutions Immorente Invest and Mutandis. Both the deployment of ELITE BRVM investment by providing them with 2018. As anticipated, this edition and 30 countries, including the transactions were very popular with LOUNGE, in partnership with the a benchmark to meet their needs. was a great success with 200 United States, England, the United investors, reflecting strong market Abidjan Regional Stock Exchange A scientific committee comprising participants, including nearly 30 Arab Emirates and others. interest. (BRVM) and the London Stock key market participants as well internationally renowned investors, th Exchange Group. As a result, two as independent fund managers 13 leading Moroccan issuers and And for the 7 consecutive year, Badr Benyoussef In terms of implementing our new cohorts of ELITE BRVM LOUGNE, and experts was set up to many representatives of Moroccan as a member of the Moroccan establish Casablanca ESG 10 while capital markets. Besides, this event Foundation for Financial Education, Chief Business Development road-map, we continued to carry out comprising a total of 20 companies, projects initiated earlier and started were launched in 2018. safeguarding market interests. allowed participating Moroccan the Casablanca Stock Exchange Officer others this year. issuers to hold over 130 meetings took part in the Finance Week At the same time, with a view to Casablanca ESG 10 also allows with international investors. In for Children and Youth. Over We have therefore continued to strengthening Moroccan economy us to position our market in the 2018, we expanded the scope of 600 students were introduced to expand the ELITE Morocco program financing mechanisms and support sustainable development segment MCMD by organizing a first edition basic stock market concepts and to support Moroccan companies. In company access to financing, we on an international scale while in New York, in partnership with Citi attended the emblematic "Ring the just three years, ELITE Morocco has have signed three memoranda promoting ESG practices among Bank and with the support of the bell" ceremony that marks listing proven its success with six cohorts of understanding with local companies that are publicly traded. Moroccan Embassy in the United sessions. consisting of over 70 of our most organizations. The first with the At the time of its launch, Casablanca States, under the "Morocco, Your promising companies, 21 partners AMMC to facilitate SME access to ESG 10 consisted of 10 continuously Gateway to Africa" (MYGA) banner. and 6 investors who support it. capital market financing. To this end, listed securities: , This event brought together a That said, ELITE Morocco's real the AMMC committed to optimizing BCP, BMCE Bank, BMCI, Cosumar, number of leading figures among success lies in the number of its processes for processing Ittisalat Al-Maghrib, LafargeHolcim participants and panelists. companies already certified: 20 applications submitted by ELITE Maroc, Lydec, Managemet Wafa companies are now able to call certified companies as part of a "Fast Assurance. Composition is reviewed We also participated in ELITE Day, upon the market. Indeed, more than Track". The second partnership with annually based on Vigeo Eiris' the first gathering of all ELITE 18 ELITE Morocco companies have CGEM involves the establishment of ratings. program members worldwide, with announced their intention to carry "Impulse SME" clusters, to constitute out market operations, the majority ecosystems conducive to the of which being IPOs. Furthermore, 3 transformation of SMEs into mid- companies conducted capital issues, tier firms by connecting innovative The Stock Exchange School at the service of Financial Education three others mandated investment start-ups, growing SMEs, training banks for capital issues and a dozen actors, accelerators, incubators and In 2018, the Casablanca Stock Exchange continued its actions for financial education and companies are currently working on financing actors. The third partnership the popularization of stock market culture via the Stock Exchange School. In 2018, over a redesign of their strategy and/or with the International Finance 8,000 people received face-to-face and online training, an increase of 44.1% over 2017. have initiated steps to improve their Corporation (IFC), to advise us on Other actions were also carried out in this same context, such as the organization of the governance, in anticipation of future SME support strategies in the areas th recourse to financial markets (family 5 edition of Stock Exchange Champions, whose number of participants reached 1,033, an of corporate governance and financial increase of 57.2%. charter, independent director, etc.). communication. These figures attest to the program's

22 annual Report 2018 23 1. The CGEM has again granted its of the new Ambition 2021 roadmap? CSR Label to the Casablanca Stock Exchange. What does this mean? We believe human capital to be the true wealth of a company, it is therefore at the We are particularly proud of the fact that we heart of our development strategy. In order have obtained and subsequently renewed to support new road-map deployment, we the CSR Label awarded by the Confédération have set up specific training plans aimed Générale des Entreprises du Maroc (CGEM). at upgrading team skills. In 2018, 57% of This recognition proves that the CSR Casablanca Stock Exchange employees approach perfectly matches our overall attended a range of training courses development strategy with practical actions. (business, certification, cross-functional and linguistic). We have also strengthened our gender mix policy, raising the representation rate of We also maintained our recruitment policy to women in our workforce to 51% in 2018 from strengthen company skills. Four new profiles 39% in 2013. were hired in 2018.

AT THE SERVICE OF SOCIETY We continued our support actions in favor of 3. What about social actions? AND HUMAN CAPITAL the Ezzaouia-Nouaceur school, a school we Sana Jamai have been sponsoring since 2016. In 2018, Valuing human capital also means constantly Chief of Human Resources we began the final phase of upgrading the striving to improve the social climate within institution's infrastructure and equipment the company. To this end, we held regular and Support Officer Human capital is a priority for the Casablanca purchases. Alongside this, we held artistic meetings with all employee representative Stock Exchange. Actions are carried out on a and cultural activities for children and bodies: employee representatives, works thematic workshops on health, human council, health and safety committee. These yearly basis to ensure both human capital skills rights and civic engagement for nearly 100 meetings sought to identify expectations on development and well-being within the company. students. Our actions also targeted teachers, issues that affect employee well-being at work mainly via training sessions on a pedagogical as well as working conditions. guide to foster creativity and on utilizing classroom libraries. Through these actions, In addition, and in order to promote team we hope to support schools in rural areas and cohesion, we implemented employee ensure optimal learning and development incentive programs based on a number of conditions for pre-school children in actions: celebration of Women's Rights Day particular. with the Ring the bell for gender equality ceremony, Achoura festival, team building, marathon, etc...

2. How do you support implementation

24 annual Report 2018 25 ORGANISATION

26 annual Report 2018 27 SHAREHOLDING As of December 31, 2018, CSE share capital stood at MAD 387,517,900.

Shareholder Structure (as December 31, 2018)

5%

Banks 25% (AWB, BCP, BMCE, BMCI, SG, CDM, CAM, CIH) Independant Brokerage Firms 39% companies

CDG 11% Casablanca Finance City Authority (CFCA) 20%

GOVERNANCE Name of representative Quality Function

Mr Hamid Tawfiki Director and CEO - CDG Capital Chairman The Board of Directors of the Casablanca Stock Exchange currently consists of 12 directors, including two independent Mr Younes Benjelloun Chairman and CEO – CFG Marchés Member directors. Mr Brahim Benjelloun Touimi Director and CEO - BMCE Member Mr Mohamed Hassan Bensalah Chairman and CEO – Sanad Member Directors' terms of office will expire at the end of the General Meeting called to approve the financial statements for the year Mr Ismail Douiri CEO - Attijariwafa Bank Member COMPOSITION ending December 31, 2018. Mr Amine El Jirari Chairman and CEO - Atlas Capital Bourse Member Mr Hamid TAWFIKI was appointed as Chairman of the Board of Mr Jaouad Hamri Chairman of the Supervisory Board - BMCI Member OF THE BOARD Directors on 17 June 2016 for a period of two years. His term as Mr Yassine Haddaoui Director of Strategy and Development - CDG Member President was renewed for a period of two years by the Board Mr Mohamed Karim Mounir CEO - BCP Member OF DIRECTORS of Directors on June 25, 2018. Deputy Director in charge of Institutional Relations and International Mr Mohammed Rachid Member A Secretary of the Board of Directors is appointed on the Organizations - Casablanca Finance City Authority (CFCA) President's proposal. His or her function is to organize meetings, Mr Pierre Fleuriot Independent Director Member draft and record minutes under conditions prescribed by law. Ms. Nadia FASSI FEHRI Independent Director Member

28 annual Report 2018 29 COMPANY MANAGEMENT AS OF 31 DECEMBER 2018 ➢ORGANIZATION CHART Karim HAJJJI has held the position of CEO of the Casablanca Stock Exchange since April 1, 2009.

The Executive Committee consists of the company's directors. It is responsible for managing strategic projects, setting objectives, deciding on priorities and ensuring the efficient running of the company.

EXECUTIVE COMMITTEE

M. Ahmed ARHARBI M. Badr BENYOUSSEF M. Karim HAJJI M. Mohamed SAAD Mme Sanâ JAMAI

Chief Operating Chief Business Chief Executive Resources Division Chief of Human Resources Officer Development Officer Officer Director and Support Officer

30 annual Report 2018 31 THE MARKET IN 2018

32 annual Report 2018 33 MARCHE Trading Volumes(3)

THE MARKETBOURSIER IN EN 2018 2018 (en milliards USD) (3) 415.4 396.8 (USD Billions) 391.2 382.4 As is the case with major international stock exchanges, notably in MENA, the Casablanca Stock Exchange saw a decline in its main indices. It nevertheless 2017 continues to hold second place in Africa in terms of capitalization and third in 2018 229.7 terms of transaction volumes. 218.4

14.8 31.1 Performance of MASI, FTSE CSE Morocco 15, emerging stock 1.0 0.9 2.0 2.4 2.4 2.6 14.4 4.1 4.0 16.1 (1) exchange indices and MENA Tunis SE Amman SE Nigeria SE Egyptian Casablanca SE Dubai FM Saudi SE Johannesburg SE Exchange (in local currency) (2)

15.0% BM&FBOVESPA 26.8% 2018 Bourse de Tunis 14.9% MAIN INDICES OF THE CASABLANCA STOCK EXCHANGE 14.4% 2017 8.3% Saudi SE- -0.4% BSE India -3.1% 35.9% Monthly trend of the FTSE CSE Morocco 15 -8.3% Casablanca SE (Masi( 6.4% -9.8% 18.1% 13.000 Amman SE -10.2% -2.0% -10.4% 12.000 MSCI World 20.1% 2018 -11.54% -10.9% 12.8% 11.000 2017 Johannesburg SE -11.4% +8.34% 17.4% 10.000 Casablanca SE (FTSE CSE 15) -11.5% 2016 8.3% +44.36% -13.2% 21.6% 9.000 MSCI EM -16.6% 34.3% 8.000 NGSE INDX -17.8% 42.3% MSCI Frontier 100 -19.6% 7.000 30.7% Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Borsa Istanbul -20.9% 47.6% Shanghai SE -24.6% 6.6% -24.9% -4.5% Monthly trend of the MASI®Floating

Key indicator trends - MENA region 14.000

13.000

1,231.0 Capitalization (USD Billions)billion) 12.000 2018 -8.27% 2017 2017 11.000 +6.39% 865.3 2018 2016 +30.46% 10.000 496.4 451.4 9.000 227.5 107.6 149.3 24.0 37.2 46.5 67.0 93.8 8.000 8.5 8.3 22.7 31.5 42.0 61.1 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Tunis SE Amman SE Nigeria SE Egyptian Casablanca SE Dubai FM Borsa Istanbul Saudi SE Johannesburg SE Exchange

(3) : Source : WFE. (1) : Indices used are the general index for each exchange. Trading Volume takes into account transactions processed on the central equity market (WFE criteria: Electronic Order Book). It excludes initial public (2) : Source : MSCI / Bourse de Casablanca / WFE offerings, capital increases, public offers, transfers and share contributions. 34 annual Report 2018 35 Sector index performance Breakdown of market capitalization by sector Index 2018 2017 2016 1.2% 1.7% 3.5% Hospitality and Leisure 20.1% 22.2% 2.4% 1.8% Hardware, Software & IT Services 13.4% 53.3% 46.6% 2.1% 2.3% Telecommunications 5.6% -5.6% 27.2% 2.4% Transport 5.5% 27.4% 32.1% 3.4% Transport Services 2.5% 36.8% 80.0% 3.6% 34.9% Pharmaceutical industry 0.3% 23.9% 6.2% Distributors -0.2% 7.7% 17.0% 4.3% Real estate investment trusts (1) -0.5% (*) (*) Electronic and electrical equipment -0.8% -9.5% 5.7% 5.6% Finance companies & other financial activities -2.6% 6.3% 10.7% 12.0% Electricity -3.3% 18.0% 36.6% 21.4% Holding companies -5.9% 15.6% 44.8% Beverage -6.1% 19.0% 14.9% Banks -7.5% 9.9% 18.5% Building & Construction Materials -8.5% -7.5% 44.1% Banks Agri-food/ Production Mines Real estate investment and development Agri-food / production -10.1% 26.8% 53.1% Telecommunication Insurance Distributors Finance companies & other financial activities Insurance -14.5% 14.3% 30.7% Building & Construction Electricity Transport Services Others Materials Oil and Gas Beverages Community Services -20.2% 14.8% 27.1% Oil and gas -23.2% 25.9% 49.3% Chemical -23.2% 216.7% 88.1% Forestry & Paper -36.4% 30.1% 89.8% Mines -38.3% 39.1% 31.6% Engineering & Industrial equipment -39.1% -1.8% -1.7% TRADING VOLUME Real estate investment and development (2) -47.8% -14.3% 73.4%

(1) : The "Real Estate Investment Trusts" sector was created in 2018 following the introduction of Immorente Invest. Global volume in 2018/2017/2016 (MAD million) (2) : The "Real Estate" sector changed its name in 2018 to "Real Estate Investment and Development". 2017-2018 Class / Market 2016 2017 2018 MARKET CAPITALIZATION Change Equity 68,193 66,878 50,915 -23.9%

Central Market 32,082 39,489 37,122 -6% ®Floating Monthly trends in MASI and market capitalization Block-trade market 18,379 24,051 8,791 -63.4%

Initial Public Offerings 1,930 - 799 NS

Capital increases 9,877 1,435 3,497 143.8%

(MAD billion) Public Offerings 440 67 25 -62.4%

Transfers 687 623 430 -31.0% 700 14.000 2018 Securities contributions 4,798 1,213 251 -79.3% 600 12.000 2017 Bonds 4,543 2,860 1,773 -38.0% 500 10.000 2016 Central Market 2,121 308 55 -82.1% 400 8.000 MASI Block-trade market 1,484 1,684 950 -43.6% 300 6.000 Initial Public Offerings 938 658 767 16.6% 200 4.000 Transfers - - - NS 100 2.000 Securities Contributions - 210 - NS 0 0 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec OVERALL TOTAL 72,737 69,738 52,688 -24.4%

36 annual Report 2018 37 Breakdown of transaction volume by transaction type

2018

Central Market 2017 Block-trade market Inital Public Offerings Capital Issues Public Offerings 2016 Transfers Securities contributions

0% 20% 40% 60% 80% 100%

MARKET CALLS AND SECURITIES TRANSACTIONS Breakdown of transaction volume by number of transactions Initial Public Offering 2017-2018 2016 2017 2018 Change Amount Date of Company Transaction type Subscribers Shares requested Shares offered subscribed transaction Central Market 187,337 289,231 185,472 -35.9% (in MMAD) Securities 187,306 289,224 185,469 -35.9% Immorente 11/05/2018 Capital Issue 1,324 5,603,254 4,000,000 560.3 Invest Bonds 31 7 3 -57.1% Mutandis SCA 18/12/2018 Mixed 3,281 5,556,579 2,222,223 1,000 Block-trade market 137 150 113 -24.7%

Securities 120 128 91 -28.9%

Bonds 17 22 22 0% Public Offerings

OVERALL TOTAL 187,474 289,381 185,585 -35.9% Number of shares Number Transaction Date of Offer Share price Number of Company covered by the of shares Value transaction Category (in MAD) subscribers offer requested (in MMAD) Takeover bid Med Paper 05/04/2018 22 1,081,141 302 7 6,644 on shares Breakdown of transaction volume by type of transaction Takeover bid 24 1,556,911 1,049,813 38 25,195,512 on shares Taslif 25/12/2018 Takeover bid 200 348 19 13 3,800 0.8% on rights 0.5% 0.0% 6.6% 3.0% Share Capital Increases

Percentage Transaction Company Date of Transaction type Issue price Shares issued of transaction amount transaction (in MAD) in new capital (in MMAD) 18.5% Dividend to share Auto Hall 02/02/2018 96 1,048,560 2.08% 100.6 conversion 70.6% Central Market Bond redemption Block-trade market Alliances 09/05/2018 155 6,429,660 33.7% 996.6 in shares Inital Public Offerings Consolidation Capital Issues of reserves and Cosumar 12/07/2018 - 31,495,714 33.33% 314.9 Public Offerings allocation of free Transfers shares Securities contributions Cash subscription Attijariwafa 25/12/2018 with no preferential 379 6,332,453 3.01% 2,400.0 Bank right

38 annual Report 2018 39 Bond Issues INVESTOR PROFILES

Listed allocated Unlisted allocated Company Date Nominal value Maturity Maturity Date amount (in amount (in (in MAD) MMAD) MMAD) Breakdown of transaction volume by investor profile 100,000 7 years 29/06/2025 18.2 Attijariwafa 26/06/2018 1,421.8 Bank 2% 100,000 7 years 29/06/2025 60.0 0.4%

CDM 12/12/2018 100,000 10 years 17/12/2028 197.5 552.5 9% CIH 15/05/2018 100,000 10 years 18/05/2028 82.6 917.4 8% Crédit Agricole 29/10/2018 100,000 10 years 01/11/2028 175.6 324.4 MA 27%

OCP 09/05/2018 100,000 - Perpétuelle 183.0 4,817.0

SGMB 25/06/2018 100,000 10 years 28/06/2028 50.5 749.5 UCITS Moroccan institutionnals Moroccan individuals Foreign institutionnals 54% Foreign individuals Breakdown of capital issued on the stock market Retail by transaction type

2018 2017

UCITS 15% 14% Structure of UCITS net assets in 2018 31%

Net Assets Category Amount Annual variation Share 69% (MAD billion)

Securities 32 7.3% -11%

Diversified 28 6.4% 4.2%

Monetary 61 14% -11.1% 71% ST Bonds 67.4 15.5% 4%

MLT Bonds 244.1 56.1% 12%

Contractual 3 1% 43.2

Capital Issuee Listed Bond Issue Initial Public Offerings TOTAL 435 100% 4.5%

40 annual Report 2018 41 FINANCIAL RESULTS

42 annual Report 2018 43 2018 FINANCIAL RESULTS

STATUTORY AUDITORS’ GENERAL REPORT REPORT OF THE STATUTORY AUDITORS ON THE SUMMARY For the year ended 31 december 2018 FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH

In accordance with the mission which was entrusted to us by your General meeting, we carried out the audit of the INTERNATIONAL FINANCIAL REPORTING STANDARDS attached summary statements, of the “Bourse de Casablanca S.A.” company, including the balance-sheet, the Income Statement, the status of the management balances, the cash flow statement, and the notes to financial statements (ETIC) Financial year from 1 january to 31 december 2018 relating to the Fiscal Year closed on December 31, 2018. These summary statements show an amount of shareholders equity and assimilated shareholders equity of MAD 676 031 974,08, including a net profit of MAD 16 738 460,44. In compliance with the terms of the mission your company has entrusted to us, we have audited the summary Top management’s responsibility statements attached, of the Casablanca Stock Exchange, established under IFRS and including the balance sheet The top management is responsible for the establishment and the fair presentation of these summary statements, on 31 December 2018, the income statement, the statement of changes in equity and the cash flow statement for in accordance with the generally accepted accounting principals in Morocco. This responsibility includes the design, the fiscal year ending at said date, as well as the notes to financial statements comprising a summary of the main the installation and the follow-up of an internal control relating to the establishment and the presentation of the accounting policies and other explanatory notes. These summary statements show an amount of equity of MAD summary statements not including a significant anomaly, as well as the determination of accounting estimates million 728 027 including a net profit of MAD million 11 622. which are reasonable given the circumstance. Auditor’s responsibility These summary statements that are restated under IFRS standards, based on accounts booked according to the Moroccan General Code of Accounting Standards (CGNCM), are not binding and have therefore been prepared for Our responsibility is to express an opinion on these summary statements on the basis of our audit. We carried out information purposes by decision of the Casablanca Stock Exchange Management. our audit in accordance with professional standards in Morocco. These standards require us to abide by the rules of ethics, to plan and carry out the audit to obtain a reasonable assurance that the summary statements do not These financial statements, prepared in accordance with IFRS standards, are the responsibility of the company’s include a significant anomaly. management. An audit implies the implementation of procedures in order to collect convincing elements concerning the amounts and the information provided in the summary statements. The choice of procedures concerns the judgment of the auditor, Our responsibility is to express an opinion on these summary statements based on our audit. We conducted our as well as the evaluation of the risk that the summary statements might contain significant anomalies. When carrying audit in accordance with professional standards in Morocco. out these evaluations of the risk, the auditor takes into account the internal control implemented within the entity as it relates to the establishment and the presentation of the summary statements in order to define audit procedures which In our opinion, the summary statements referred to in the first paragraph present, in all material respects, a true and are suitable in the circumstance and not with the purpose of expressing an opinion as to the efficiency of the latter. fair view of the assets, the financial position of the Casablanca Stock Exchange on 31 December 2018, as well as An audit also includes the assessment of the suitable character of the adopted accounting methods and the the financial performance and cash flows for the financial year ending on said dated, pursuant to IFRS standards. reasonable character of the accounting estimates made by the top management, as well as the appreciation of the overall presentation of the summary statements. Casablanca, on 19 march 2019 We estimate that the convincing elements collected are sufficient and suitable to motivate our opinion. Auditors Opinion as to the summary statements We certify that the summary statements mentioned in the first paragraph above are true and fair and give, in all their significant aspects, a true image of the results of the operations of the past fiscal year as well as the financial position of the “Bourse de Casablanca S.A.” company as of December 31, 2018 in accordance with Morocco’s FIDAROC GRANT THORNTON A. SAAIDI ET ASSOCIES generally accepted accounting principals. Specific checks and information We also carried out the specific checks provided for by the law and we made sure in particular of the match between the information given in the management report of the Board of Directors intended for the shareholders and the summary statements of the Company. Faïçal MEKOUAR Bahaa SAAIDI Partner Partner In addition, in accordance with Article 172 of Law 17-95 as amended and supplemented, we inform you that during this financial year, the company BOURSE DE CASABLANCA SA took part in the capital of the companies "NEW CC" and "NEW MD" for a total amount of MAD 2 million . Casablanca, on 19 march 2019 Auditors FIDAROC GRANT THORNTON A. SAAIDI ET ASSOCIES.

Faïçal MEKOUAR Bahaa SAAIDI Partner Partner

44 annual Report 2018 45 IN ACCORDANCE WITH MOROCCAN GENERALLY ACCEPTED ACCOUNTING STANDARDS (CGNC)

BALANCE SHEET - ASSETS (MAD) BALANCE SHEET - LIABILITIES (MAD)

2018 EQUITY & LIABILITIES 2018 2017 ASSETS Depreciation, 2017 Gross amortisation Net and provisions Shareholders’ equity 674.312.293,90 657.573.833,46 Capitalised costs (A) 14.276.061,15 8.484.881,69 5.791.179,46 5.763.933,14 Share capital (1) 387.517.900,00 387.517.900,00 Start-up costs Less subscribed non-called-up share capital

Deferred costs 14.276.061,15 8.484.881,69 5.791.179,46 5.763.933,14 Called-up share capital 387.517.900,00 387.517.900,00

Premiums on the redemption of bonds of which Paid-up share capital ... 387.517.900,00 387.517.900,00 Intangible assets (B) 235.320.798,88 37.078.508,96 198.242.289,92 209.526.990,28 Share premium account 3.206.518,20 3.206.518,20 Research & development L Revaluation reserve Patents, trademarks, intellectual rights & similar 235.320.798,88 37.078.508,96 198.242.289,92 209.526.990,28 O Legal reserve 5.251.730,00 3.839.080,00 Goodwill N F G Other reserves 197.954.512,05 197.954.512,05 I Other intangible assets Retained earnings (2) 63.643.173,21 36.802.853,19 X Property, plant & equipment (C) 74.526.281,59 49.856.529,31 24.669.752,28 33.449.147,37 T E Net income pending appropriation D Land 10.000.000,00 10.000.000,00 10.000.000,00 E R Buildings 12.845.426,50 5.833.964,58 7.011.461,92 7.653.733,25 Net income for the year (2) 16.738.460,44 28.252.970,02 A M S Technical installations, plant & machinery 3.331.912,78 2.041.262,07 1.290.650,71 1.483.861,84 Total shareholders’ equity (A) 674.312.293,90 657.573.833,46 S Vehicles 63.444,70 54.230,20 9.214,50 1.256,96 F E Shareholders’ equity equivalent (B) 1.719.080,18 2.769.815,57 Furniture, office equipment & fittings 46.979.544,02 41.927.072,46 5.052.471,56 6.716.283,25 I T N Investment subsidies S Other items of property, plant & equipment 4.923,07 4.923,07 4.923,07 A Statutory provisions 1.719.080,18 2.769.815,57 Capital work in progress 1.301.030,52 1.301.030,52 7.589.089,00 N Long-term borrowings (C) Investement (D) 53.107.658,78 740.741,37 52.366.917,41 48.216.169,45 C I Bonds Long-term loans 75.060,78 75.060,78 75.191,06 N Other financial receivables 32.598,00 32.598,00 32.598,00 G Other long-term borrowings Equity securities 53.000.000,00 740.741,37 52.259.258,63 48.108.380,39 Provisions for contingencies &charges (D) Other long-term securities Provisions for contingencies

Translation differences - assets (E) Provisions for charges

Decrease in long-term receivables Translation differences - liabilities (E) Increase in borrowings Increase in financial receivables TOTAL I (A+B+C+D+E) 377.230.800,40 96.160.661,33 281.070.139,07 296.956.240,24 Decrease in long-term borrowings Inventories (F) TOTAL I (A+B+C+D+E) 676.031.374,08 660.343.649,03 Goods P I Current payables (F) 36.101.432,43 36.080.683,28 C Raw materials & supplies A U Work in progress B Accounts payable 6.550.074,73 6.055.883,59 R I R Semi-finished goods Trade payables L E Finished goods Staff 7.310.279,67 8.351.815,29 N I T Current receivables (G) 27.102.757,71 1.312.500,00 25.790.257,71 14.833.754,42 T Social security contributions 2.954.828,97 3.538.460,29 S Accounts receivable & prepayments I E Tax payables 3.639.499,09 3.612.983,33 A Trade receivables 16.916.656,86 1.312.500,00 15.604.156,86 9.892.881,78 S Shareholders’ current accounts S Staff S C Other creditors 14.268.829,97 11.763.773,42 E Tax receivables 6.411.082,06 6.411.082,06 1.077.268,02 U T R Adjustment account - Liabilities 1.377.920,00 2.757.767,36 Shareholders’ current accounts S R Other provisions for contingencies 10.004.705,03 10.009.078,60 Other receivables E & charges (G) N Translation differences – liabilities T 3.958,91 4.576,67 Adjustment account - Assets 3.775.018,79 3.775.018,79 3.863.604,62 (current items) (H) Securities available for sale (H) 397.131.076,03 397.131.076,03 388.783.869,95 TOTAL II (F+G+H) 46.110.096,37 46.094.338,55 Translation differences - assets (I) (current items) 4.705,03 4.705,03 9.078,60 Cash & cash equivalents – liabilities TOTAL II (F+G+H+I) 424.238.538,77 1.312.500,00 422.926.038,77 403.626.702,97 C Discount bills Cash & cash equivalents - assets 18.145.292,61 18.145.292,61 5.855.044,37 A Treasury notes C S Cheques and bills awaiting deposit H A Bank notes and overdrafts S Bank balances 18.144.295,51 18.144.295,51 5.844.596,80 H TOTAL III Cash in hand 997,10 997,10 10.447,57 AGGREGATE TOTAL I+II+III 722.141.470,45 706.437.987,58 TOTAL III 18.145.292,61 18.145.292,61 5.855.044,37 AGGREGATE TOTAL I + II + III 819.614.631,78 97.473.161,33 722.141.470,45 706.437.987,58 (1) Capital personnel débiteur (2) Bénéficiaire (+), déficitaire (-)

46 annual Report 2018 47 (MAD) STATEMENT OF INCOME AND EXPENSES (MAD) (EXCLUDING TAXES) STATEMENT OF INCOME AND EXPENSES (CONTINUED) (EXCLUDING TAXES)

TRANSACTIONS TRANSACTIONS 2018 2018 2017 2017 DESCRIPTION Specific to Specific TOTALS DESCRIPTION Specific to Specific TOTALS TOTALS TOTALS the to the previous 3 = 2 + 1 the to the previous 3 = 2 + 1 year 1 year 2 year 1 year 2

I - Operating revenues 103.066.999,78 103.066.999,78 119.771.057,43 VIII - Non-recurring revenues 1.960.339,42 1.960.339,42 2.418.116,69 Sale of goods & services (in current state) Proceeds from the disposal of fixed assets 5.000,00 Sale of finished goods & services 103.066.999,78 103.066.999,78 119.751.057,43 Balancing subsidy Revenue 103.066.999,78 103.066.999,78 119.751.057,43 Change in inventories (1) Investment subsidy write-backs

Plant, property & equipment produced by Other non-recurring revenues 897.706,40 897.706,40 1.202.218,09 the company for internal use Non-recurring write-backs, expenses 1.062.633,02 1.062.633,02 1.210.898,60 Operating subsidies transfers

O Other operating revenues 20.000,00 TOTAL VIII 1.960.339,42 1.960.339,42 2.418.116,69 P Operating write-backs, expenses transfers N IX - Non-recurring expenses 350.829,83 350.829,83 202.509,12 E O R TOTAL I 103.066.999,78 103.066.999,78 119.771.057,43 N Net book value of disposed assets 10.747,71 A T II - Operating expenses 97.072.024,53 3.031,03 97.075.055,56 109.973.446,99 C Subsidies granted I U Cost of goods sold (2) Other non-recurring expenses 338.932,20 338.932,20 53.518,46 O R Non-recurring depreciation, amortisation & N Purchases of materials & furnishings (2) 1.951.495,74 1.951.495,74 1.931.531,97 R 11.897,63 11.897,63 138.242,95 S E provisions Other external expenses 24.568.304,01 3.031,03 24.571.335,04 25.315.033,82 N TOTAL IX 350.829,83 350.829,83 202.509,12 Taxes other than on income 8.629.947,64 8.629.947,64 11.479.273,98 T X - Non-recurring income (VIII - IX) 1.609.509,59 1.609.509,59 2.215.607,57 Employee costs 39.751.211,04 39.751.211,04 40.722.243,26 Other operating expenses 825.000,00 825.000,00 660.000,00 XI - Income before tax (VII + X) 24.911.019,47 -3.031,03 24.907.988,44 45.666.954,02

Operating provisions 21.346.066,10 21.346.066,10 29.865.363,96 XII - Incometaxes 8.169.528,00 8.169.528,00 17.413.984,00 TOTAL II 97.072.024,53 3.031,03 97.075.055,56 109.973.446,99 XIII - Net income (XI - XII) 16.741.491,47 -3.031,03 16.738.460,44 28.252.970,02 III - Operating income (I - II) 5.994.975,25 -3.031,03 5.991.944,22 9.797.610,44 XIV - Total revenues (I + IV + VIII) 122.538.824,69 122.538.824,69 155.893.470,58 IV - Financial revenues 17.511.485,49 17.511.485,49 33.704.296,46 Income from equity securities & other long- XV - Total expenses (II + V + IX + XII) 105.797.333,22 3.031,03 105.800.364,25 127.640.500,56 term investments XVI - Net income 16.741.491,47 -3.031,03 16.738.460,44 28.252.970,02 Foreign exchange gains 215.197,29 215.197,29 114.534,64 (Total revenues - Total expenses) Interest & other financial revenues 15.136.331,36 15.136.331,36 29.739.516,72 Financial write-backs, expenses transfers 2.159.956,84 2.159.956,84 3.850.245,10

F TOTAL IV 17.511.485,49 17.511.485,49 33.704.296,46 I V - Financial expenses 204.950,86 204.950,86 50.560,45 N A Interest expenses N Foreign exchange losses 200.245,83 200.245,83 41.481,85 C I Other financial expenses N G Financial provisions 4.705,03 4.705,03 9.078,60 TOTAL V 204.950,86 204.950,86 50.560,45 VI - Financial income (IV - V) 17.306.534,63 17.306.534,63 33.653.736,01 VII - Recuring income (III + VI) 23.301.509,88 -3.031,03 23.298.478,85 43.451.346,45

1) Variation de stocks : stock final - stock initial augmentation (+); diminution (-) 2) Achats revendus ou consommés : achats - variation de stocks

48 annual Report 2018 49 MANAGEMENT ACCOUNTS FINANCING STATEMENT FOR THE YEAR I - Breakdown of income I - Summary of balance sheet items

CHANGES (A-B) 2018 2017 DESCRIPTION 2018 2017 BALANCE SHEET ITEMS A B Uses Sources C D 1 Sale of goods (in current state) 1 Long-term financing 676.031.374,08 660.343.649,03 15.687.725,05 2 (-) Cost of goods sold 2 Less Fixed assets 281.070.139,07 296.956.240,24 15.886.101,17 I (=) Gross margin on sale of goods in current state 3 = Working capital (A) (1-2) 394.961.235,01 363.387.408,79 31.573.826,22 II (+) Production of the year : (3 + 4 + 5 ) 103.066.999,78 119.751.057,43 3 Sale of finished goods and services 103.066.999,78 119.751.057,43 4 Current assets 422.926.038,77 403.626.702,97 19.299.335,80 4 Change in inventories 5 Less current liabilities 46.110.096,37 46.094.338,55 15.757,82 Plant, property & equipment produced by the company for 5 6 = Working capital requirement (B) (4-5) 376.815.942,40 357.532.364,42 19.283.577,98 internal use 7 = Net cash and cash equivalents III (-) Consumption of the exercice (6+7) 26.522.830,78 27.246.565,79 18.145.292,61 5.855.044,37 12.290.248,24 (assets-liabilities) (A - B) 6 Purchases of materials & furnishings 1.951.495,74 1.931.531,97 7 Other external expenses 24.571.335,04 25.315.033,82 II - Sources and uses of funds IV (=) Value added : ( I + II - III ) 76.544.169,00 92.504.491,64 8 (+) Operating subsidies 2018 2017 V 9 (-) Taxes other than on income 8.629.947,64 11.479.273,98 Users Sources Users Sources 10 (-) Employee costs 39.751.211,04 40.722.243,26 Gross operating income ( E.B.E ) I. STABLE SOURCES DURING THE YEAR (FLOWS) (=) 28.163.010,32 40.302.974,40 or gross operating deficit Net free cash flow (A) 33.570.412,91 43.204.338,30 11 (+) Other operating revenues 20.000,00 12 (-) Other operating expenses 825.000,00 660.000,00 + Free cash flow 33.570.412,91 43.204.338,30 13 (+) Operating write-backs, expenses transfers - Dividend distributions 14 (-) Operating provisions 21.346.066,10 29.865.363,96 Disposals & reductions of fixed asset (B) 6.900.130,28 39.075,68 VI (=) Operating income ( + or - ) 5.991.944,22 9.797.610,44 + Disposal of intangible assets

VII (+ ou -) Financial income 17.306.534,63 33.653.736,01 + Disposal of property, plant & equipment 5.000,00

VIII (=) Recurring income ( + or - ) 23.298.478,85 43.451.346,45 + Disposal of investments IX 15 (+ ou -) Non-recurring income 1.609.509,59 2.215.607,57 + Recovery of long-term receivables 6.900.130,28 34.075,68 (-) Income tax 8.169.528,00 17.413.984,00 Increase in shareholders’ equity & equivalents (C) X (=) Net income for the year 16.738.460,44 28.252.970,02 + Increases in share capital, tenders

+ Investment subsidies

II - Cash flow Increase in long-term borrowings (D) (net of redemption premiums) DESCRIPTION 2018 2017 I. TOTAL STABLE SOURCES (A+B+C+D) 40.470.543,19 43.243.413,98 II. Long-term uses during the year (flows) 1 Net income for the year 16.738.460,44 28.252.970,02 Acquisitions and increases of fixed assets (E) 6.014.258,44 2.193.878,77 Profit + 16.738.460,44 28.252.970,02 * Acquisitionsof intangible fixed assets 2.339.415,89 684.413,00 Loss - * Acquisitions of property, plant & equipment 1.674.842,55 1.509.465,77 2 (+) Operating provisions(1) 20.033.566,10 19.865.363,96 * Acquisitions of investments 2.000.000,00 3 (+) Financial provisions (1) * Increase in long-term borrowings 4 (+) Non-recurring provisions (1) 11.897,63 138.242,95 Repayment of shareholders’ equity (F) 5 (-) Operating write-backs (2) Repayment of long-term borrowing (G) 6 (-) Financial write-backs (2) 2.150.878,24 3.847.087,74 Capitalised costs (H) 2.882.458,53 1.315.750,00 7 (-) Non-recurring write-backs (2) 1.062.633,02 1.210.898,60

8 (-) Proceeds from the disposal of fixed assets 5.000,00 II. TOTAL STABLE USES (E+F+G+H) 8.896.716,97 3.509.628,77

9 (+) Net carrying amount of disposed fixed assets 10.747,71 III. Change in total working capital requirenent (WCR) 19.283.577,98 40.513.918,74 XI Free cash flow (FCF) 33.570.412,91 43.204.338,30

10 (-) Dividend distributions IV. Change in cash & cash equivalents 12.290.248,24 780.133,53

XII Net free cash flow 33.570.412,91 43.204.338,30 AGGREGATE TOTAL 40.470.543,19 40.470.543,19 44.023.547,51 44.023.547,51

(1) Excluding provisions relating to current assets and liabilities and to cash and cash equivalents (2) Excluding write-backs relating to current assets and liabilities and to cash and cash equivalents (3) including investment subsidy write-backs

50 annual Report 2018 51 III - Breakdown of provisions IV - Breakdown of payables

OPENING PROVISIONS WRITE-BACKS CLOSING ANALYSIS BY MATURITY OTHER ANALYSES DESCRIPTION BALANCE Operating Financial Non recurring Operating Financial Non recurring BALANCE Amounts BORROWINGS TOTAL Payable in Payable Matured Amount due from Amounts Amounts 1. Provisions for more than in less than but not yet in foreign governement due from in impairment of fixed 2.891.619,61 2.150.878,24 740.741,37 one year one year recovered currencies and publics affiliates bills assets organisations 2. Regulatory Long-term financing 2.769.815,57 11.897,63 1.062.633,02 1.719.080,18 provisions Bonds 3. Provisions for contingencies Deposits & guarantees

& charges received

SUB-TOTAL (A) 5.661.435,18 11.897,63 2.150.878,24 1.062.633,02 2.459.821,55 Current liabilities 36.101.432,43 1.131.648,06 34.969.784,37 640.096,79 7.296.945,11 6.377.932,42

4. Provisions for Accounts payable 6.550.074,73 1.131.648,06 5.418.426,67 640.096,79 impairment of current 1.312.500,00 1.312.500,00 assets (excluding cash) Clients Debtors, advance payments 5. Other provisions for contingencies & 10.009.078,60 4.705,03 9.078,60 10.004.705,03 Staff 7.310.279,67 7.310.279,67 charges Social security contributions 2.954.828,97 2.954.828,97 259.802,47 6. Provisions for impairment of cash Tax payables 3.639.499,09 3.639.499,09 3.639.499,09 accounts Shareholders’ current SUB-TOTAL (B) 10.009.078,60 1.312.500,00 4.705,03 9.078,60 11.317.205,03 accounts

TOTAL (A+B) 15.670.513,78 1.312.500,00 4.705,03 11.897,63 2.159.956,84 1.062.633,02 13.777.026,58 Other creditors 14.268.829,97 14.268.829,97 3.397.643,55 6.377.932,42 Adjustment account 1.377.920,00 1.377.920,00 Liabilities

TOTALS 36.101.432,43 1.131.648,06 34.969.784,37 640.096,79 7.296.945,11 6.377.932,42 V - Breakdown of receivables

ANALYSIS BY MATURITY OTHER ANALYSES Amounts FINANCIAL COMMITMENTS RECEIVED RECEIVABLES TOTAL Due in more Due in less Matured Amount due from Amounts Amounts than one than one but not yet in foreign governement due from in year year recovered currencies and publics affiliates bills OR GIVEN EXCLUDING LEASING TRANSACTIONS organisations

Fixed assets 107.658,78 107.658,78 COMMITMENTS GIVEN 2018 2017 Long-term loans 75.060,78 75.060,78 Guaranties and cautions 32.598,00 32.598,00 Other financial receivables 32.598,00 32.598,00

Current assets 27.102.757,71 576.642,08 26.526.115,63 422.692,88 6.411.082,06 9.972.203,48

Accounts receivable COMMITMENTS RECEIVED 2018 2017

Trade receivables 16.916.656,86 576.642,08 16.340.014,78 422.692,88 9.972.203,48 Guaranties and cautions 10.046.186,42 7.276.992,59 Staff

Tax receivables 6.411.082,06 6.411.082,06 6.411.082,06

Shareholders’ current accounts

Other receivables

Adjustment accounts Assets 3.775.018,79 3.775.018,79

TOTALS 27.210.416,49 684.300,86 26.526.115,63 422.692,88 6.411.082,06 9.972.203,48

52 annual Report 2018 53 FINANCIAL RESULTS UNDER IFRS

INCOME STATEMENT (MAD thousands) CASH FLOW STATEMENT (MAD thousands)

31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017

Revenue 95.109,7 108.938,7 Consolidated net income Adjusted for 11.621,5 22.353,7

Income from ordinary activities 95.109,7 108.938,7 Depreciation, amortisation & provisions, impairment 17.629,7 17.360,0

Purchases -1.951,5 -1.931,5 +/- gains or losses on the disposal of fixed assets 0 5,7

Other external expenses -28.278,8 -27.290,8 Free cash flow after net borrowing costs & taxes 29.251,2 39.719,4

Employee costs -39.751,2 -40.722,2 Elimination of the tax charge (refund) 5.870,9 10.269,3

Taxes other than on income -672,7 -666,9 Free cash flow before net borrowing costs & taxes 35.122,1 49.988,7

Depreciation, amortisation & provisions -18.942,2 -17.360,0 Change in the working capital requirement -15.548,2 -31.222,7

Other operating income & expenses 0 20,0 Income taxes paid -8.169,5 -17.414,0

Recurring operating expenses -89.596,4 -87.951,4 Net cash flow from operating activities 11.404,4 1.352,0

Recurring operating income 5.513,4 20.987,3 Acquisitionsof property, plant & equipment and intangible assets -4.014,3 -2.695,8

Proceeds from the disposal of assets 0 -5,7 Disposals of property, plant & equipment and intangible assets 0 5,0

Foreign exchange income -64,1 -64,1 Other flows 4.900,1 558,6

Other non-recurring income & expenses 558,8 1.148,7 Net cash flow from investing activities 885,9 -2.132,2

Operating income 6.008,1 22.066,2 Borrowings

Interest expenses 0 0 Dividends paid to shareholders 0 0

Income from financial instruments 11.410,6 10.425,4 Increase in share capital 0 0

Other financial income & expenses 73,7 131,5 Net cash flow from financing activities 0 0

Financial income 11.484,3 10.556,8 Changes in cash & cash equivalents 12.290,2 -780,1

Income before tax 17.492,4 32.623,0 Opening cash & cash equivalents 5.855,0 6.635,2

Taxes payable -8.169,5 -17.414,0 Closing cash & cash equivalents 18.145,3 5.855,0

Deferred taxes 2.298,6 7.144,7 Net change in cash & cash equivalents 12.290,2 -780,1

Net income from on-going activities 11.621,5 22.353,7

Net income from discontinued activities

Consolidated net income 11.621,5 22.353,7

of which minority interests

Net income group share 11.621,5 22.353,7

Net income group share per share in dirhams

- basic 3 6

- diluted 3 6

54 annual Report 2018 55 STATEMENT OF FINANCIAL POSITION (MAD thousands) STATEMENT OF CHANGES IN EQUITY (MAD thousands)

Share Other Net income Shareholders’ Consolidated Share Minority ASSETS 31 Dec 2018 31 Dec 2017 premium consolidated group equity shareholders’ capital interests account reserves share group share equity Intangible assets 198.242,3 209.527,0 At 1st january 2017 387.517,9 3.206,5 291.839,6 10.830,7 693.394,7 693.394,7

Property, plant & equipment 37.493,0 46.723,8 Effects of changes in accoun- ting policies & errors Other financial assets 66.971,2 64.534,4 Net change in the fair value 355,6 355,6 355,6 Non-current assets 302.706,5 320.785,1 of financial instruments

Other financial assets 437.111,5 432.499,1 Dividends paid Account receivables 15.608,9 9.902,0 Net income for the year 22.353,7 22.353,7 22.353,7 Other current receivables 10.186,1 4.940,9 Other changes 10.830,7 -10.830,7 Cash & cash equivalents 18.145,3 5.855,0 At 31 december 2017 387.517,9 3.206,5 303.025,9 22.353,7 716.104,0 716.104,0 Current assets 481.051,7 453.196,9

TOTAL ASSETS 783.758,2 773.982,1

(en milliers de MAD)

Share Other Net income Shareholders’ Consolidated Share Minority 31 Dec 2018 31 Dec 2017 premium consolidated group equity shareholders’ LIABILITIES capital interests account reserves share group share equity

Share capital 387.517,9 387.517,9 At 1st january 2018 387.517,9 3.206,5 303.025,9 22.353,7 716.104,0 716.104,0 Share premium account 3.206,5 3.206,5 Effects of changes in accoun- ting policies & errors Reserves 325.681,1 303.025,9 Net change in the fair value 301,5 301,5 301,5 Net income Group share 11.621,5 22.353,7 of financial instruments Shareholders’ equity group share 728.027,0 716.104,0 Dividends paid Minority interests Net income for the year 11.621,5 11.621,5 11.621,5 Shareholders’ equity 728.027,0 716.104,0 Other changes 22.353,7 -22.353,7 Non-current provisions 0 Long-term borrowings At 31 december 2018 387.517,9 3.206,5 325.681,1 11.621,5 728.027,0 728.027,0 Deferred income taxes 19.625,1 21.788,3 Other non-current payables Non-current liabilities 19.625,1 21.788,3 Current provisions 4,7 9,1 Short-term borrowings Current accounts payable 6.550,1 6.055,9 Other current liabilities 29.551,4 30.024,8 Current liabilities 36.106,1 36.089,8 Total liabilities 55.731,2 57.878,1 Total shareholders’ equity & liabilities 783.758,2 773.982,1

56 annual Report 2018 57 ACCOUNTING RULES AND POLICIES

Accounting framework Investments

The financial statements of the Casablanca Stock Exchange relating to the year ended 31 December 2018 have Investments held by the Casablanca Stock Exchange are classified under the following categories: financial assets been prepared under International Financial Reporting Standards (IFRS) as adopted by the European Union. They at fair value through income, loans and receivables and financial assets available for sale. Classification will depend include information relating to 2018 for comparative purposes, prepared on the basis of the same standards. on management intentions. This is determined on initial recognition and reviewed at each balance sheet date.

The Casablanca Stock Exchange has chosen not to early adopt international accounting standards. Financial assets at fair value through income

The Casablanca Stock Exchange has no obligation to present its financial statements under IFRS. The company’s This category is sub-divided into two categories: financial assets held for trading purposes and those recognised at senior management, however, is aware of the need to rise to the challenge of globalisation by reporting its financial fair value through income as an initial option. Investments are classified within this category when they are primarily results in line with the very best domestic and international accounting standards. acquired with a view to being sold in the short term or when thus designated by the management.

International accounting standards include International Financial Reporting Standards (IFRS) and International The Casablanca Stock Exchange has valued these assets on the basis of their liquidation value published at the Accounting Standards (IAS) as well as their interpretations, Standards Interpretations Committee (SIC) and balance sheet date. International Financial Reporting Interpretations Committee (IFRIC). Available-for-sale financial assets Intangible assets Available-for-sale financial assets are designated as such if not belonging to any other category. They appear Intangible assets exclusively comprise software acquired by the company and which are not developed within the on the balance sheet under non-current assets if the company does not intend to dispose of them in the twelve company. Software costs are recognised at historical cost less accumulated amortisation. months following the financial year end.

The estimated useful life of software is 60 months. Available-for-sale financial assets are recognised at fair value. Unrealised capital gains or losses resulting from changes in fair value are recognised in shareholders’ equity. The Casablanca Stock Exchange has chosen to adopt the straight-line amortisation method. Property, plant and equipment

Property, plant and equipment are recognised at historical cost less accumulated depreciation and impairment. The historical cost comprises costs directly attributable to the acquisition. Subsequent costs are included in the asset’s net carrying amount or recognised as a separate asset if it is probable that the company will derive future economic benefits from the asset and if the cost can be reliably ascertained. Routine maintenance and repairs are charged to the income statement as incurred.

Residual values are deemed to be insignificant.

The Casablanca Stock Exchange has chosen to adopt the straight-line depreciation method.

Property, plant and equipment acquired through lease contracts are amortised over the asset’s estimated useful life.

58 annual Report 2018 59 USEFUL CONTACTS

BROKERAGE FIRMS PROFESSIONAL ASSOCIATION

ALMA FINANCE GROUP CREDIT DU MAROC CAPITAL ASSOCIATION PROFESSIONNELLE DES SOCIETES DE BOURSE (APSB) 92, Bd d’ 20040, 8ème étage - Casablanca 48-58, Bd Mohamed V, 4ème étage - Casablanca Angle Av. des FAR et Rue Arrachid Mohamed - Casablanca Tel.: (212) 522 58 12 02 • Fax : (212) 522 58 11 74 Tel.: (212) 522 94 07 44 • Fax : (212) 522 94 07 66 Tel.: (212) 522 54 23 33/34 • Fax : (212) 522 54 23 36 www.almafinance.com www.cdm.co.ma www.apsb.org.ma

ARTBOURSE ICF AL WASSIT ASSOCIATION DES SOCIETES DE GESTION ET FONDS 7, Bd Abdelkrim El Khattabi - Casablanca 29, Rue Bab El Mansour, Espace Porte d'Anfa, 5ème étage - Casablanca D'INVESTISSEMENTS MAROCAINS (ASFIM) Tel.: (212) 522 95 08 83 • Fax : (212) 522 39 14 88 Tél.: (212) 522 36 93 84 • Fax : (212) 522 39 10 90 199, Angle Bd Zerktouni et Rue Avignon, 6ème étage n°12 - Casablanca www.artbourse.ma www.bpbourse.com Tel.: (212) 522 95 12 11/29 • Fax : (212) 522 95 12 10 www.asfim.ma ATLAS CAPITAL BOURSE MENA.C.P. 88, Rue EL Marrakchi - Quartier Hippodrome - Casablanca 23, Rue Ibnou Hilal, Quartier Racine - Casablanca Tel.: (212) 522 23 76 02 • Fax : (212) 522 36 87 84 Tel.: (212) 522 39 50 00 • Fax : (212) 522 36 86 00 MARKET INSTITUTIONS www.atlascapital.ma www.menacp.ma AUTORITE MAROCAINE DU MARCHE DES CAPITAUX (AMMC) ATTIJARI INTERMEDIATION MAROC SERVICES INTERMEDIATION Avenue Annakhil, Hay Riad -Rabat - Maroc 163, Av. Hassan II, 20 000 - Casablanca Imm. Zénith, Rés. Tawfiq, Sidi Maârouf - Casablanca Tel.: (212) 537 68 89 00 • Fax : (212) 537 68 89 46 Tel.: (212) 522 43 68 21 • Fax : (212) 522 20 25 15 Tél.: (212) 522 97 49 61 à 65 • Fax : (212) 522 97 49 73 / 74 www.ammc.ma www.ati.ma www.msin.ma MAROCLEAR BMCE CAPITAL BOURSE SOGECAPITAL BOURSE Route d’El Jadida, 18, Cité Laia - Casablanca 63, Bd. Moulay Youssef, 3ème étage - Casablanca 55, Bd Abdelmoumen - Casablanca Tel.: (212) 522 23 90 00 • Fax : (212) 522 99 44 64 Tél.: (212) 522 49 29 39 • Fax : (212) 522 48 09 52 Tel.: (212) 522 43 98 40 • Fax : (212) 522 26 80 18 www.maroclear.com www.bmcecapitalbourse.com www.sgmaroc.com MINISTERE DE L’ECONOMIE ET DES FINANCES BMCI BOURSE UPLINE SECURITIES DIRECTION DU TRESOR ET DES FINANCES EXTERIEURES Bd. Bir Anzarane, Imm. Romandie - Casablanca 37, Bd Abdellatif BenKaddour - Casablanca Bd Mohamed V- Quartier Administratif - Chellah - Rabat Tel.: (212) 522 95 38 11 • Fax : (212) 522 39 32 09 Tel.: (212) 522 99 71 71 • Fax : (212) 522 95 49 62 Tel.: (212) 537 67 73 54/55 • Fax : (212) 537 67 75 32 www..ma www.uplinegroup.ma www.finances.gov.ma

CAPITAL TRUST SECURITIES VALORIS SECURITIES 50 Bd. Rachidi, 20.000 - Casablanca 355, Route d'El Jadida - Casablanca Tel.: (212) 522 46 63 50/72/73 • Fax : (212) 522 49 13 07 Tel.: (212) 522 99 97 90 • Fax : (212) 522 99 22 20 www.capitaltrust.ma www.capitalgestiongroup.com

CDG CAPITAL BOURSE WAFABOURSE 9, Bd. Kennedy - Casablanca 416, Rue Mustapha El Maâni - Casablanca Tel.: (212) 522 36 20 20 • Fax : (212) 522 36 78 78 Tel.: (212) 522 49 59 69 • Fax : (212) 522 47 46 91 www.cdgcapitalbourse.ma www.wafabourse.com

CFG MARCHES 5-7 Rue Ibn Toufaïl, Quartier Palmier - Casablanca Tel.: (212) 522 25 50 50 • Fax : (212) 522 98 11 12 www.cfgmorocco.com

60 annual Report 2018 61 Casablanca Stock Exchange S.E. Compagny Register: CASA 79057 Address : Angle Avenue des Forces Armées Royales et Rue Arrachid Mohamed - Casablanca - Morocco Phone: (212) 522 45 26 26/27 - Fax : (212) 522 45 26 25 [email protected]

62 annual Report 2018 63 www.casablanca-bourse.com

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