PROSPECTU S SUMMARY ATTIJARIWAFA BANK S.A ISSUE OF SUBORDINATED BONDS FOR A TOTAL AMOUNT OF MAD 500,000,000 The AMMC-approved prospectus consists of: ▪ The Securities Note ▪ Attijariwafa bank’s Reference Document registered by the AMMC on June 10, 2020 under reference no. EN/EM/004/2020 ▪ Updated version number 1 of the Reference Document registered by the AMMC on December 10, 2020 under reference no. EN/EM/026/2020 Tranche C Tranche D Tranche F Tranche A (Listed) Tranche B (Listed) Tranche E (Listed) (Not listed) (Not listed) (Not listed) Ceiling MAD 500,000,000 MAD 500,000,000 MAD 500,000,000 MAD 500,000,000 MAD 500,000,000 MAD 500,000,000 Number of 5,000 subordinated 5,000 subordinated 5,000 subordinated 5,000 subordinated 5,000 subordinated 5,000 subordinated securities bonds bonds bonds bonds bonds bonds Nominal value MAD 100,000 MAD 100,000 MAD 100,000 MAD 100,000 MAD 100,000 MAD 100,000 Maturity 7 years 7 years 7 years 7 years 7 years 7 years Revisable on an Revisable on an annual basis, the annual basis, the Fixed, the reference Fixed, the reference Fixed, the reference Fixed, the reference reference rate for the reference rate for the to the nominal rate is to the nominal rate is to the nominal rate is to the nominal rate is nominal interest rate nominal interest rate the 7-year Treasury the 7-year Treasury the 7-year Treasury the 7-year Treasury is the 52-week is the 52-week Bonds rate computed Bonds rate computed Bonds rate computed Bonds rate computed Treasury Bills rate Treasury Bills rate on the secondary on the secondary on the secondary on the secondary (monetary rate) as (monetary rate) as market yield curve, market yield curve, market yield curve, market yield curve, Face interest computed on the computed on the as published by as published by as published by as published by rate secondary yield secondary yield Bank Al-Maghrib on Bank Al-Maghrib on Bank Al-Maghrib on Bank Al-Maghrib on curve as published curve as published December 16, 2020, December 16, 2020, December 16, 2020, December 16, 2020, by Bank Al-Maghrib by Bank Al-Maghrib increased by a risk increased by a risk increased by a risk increased by a risk on December 16, on December 16, premium ranging premium ranging premium ranging premium ranging 2020, increased by a 2020, increased by a between 60 and 70 between 60 and 70 between 50 and 60 between 50 and 60 risk premium risk premium basis points. basis points. basis points. basis points. ranging between 55 ranging between 55 and 65 basis points. and 65 basis points. Constant linear Constant linear Principle annual amortization, annual amortization, In fine In fine In fine In fine repayment with a 2-year grace with a 2-year grace period period Between 60 and 70 Between 55 and 65 Between 60 and 70 Between 55 and 65 Between 50 and 60 Between 50 and 60 Risk premium bps bps bps bps bps bps Repayment None None None None None None guarantee Allocation French Auction with a priority for tranche E and F (fixed rate, amortizable), then for tranches A and C (fixed rate), method and then for tranches B and D (annually revisable rate) Tradable in the Tradable in the Tradable in the Tradability of Casablanca Stock Casablanca Stock Casablanca Stock securities Over-the-counter Over-the-counter Over-the-counter Exchange Exchange Exchange Subscription period: from December 18 to 22, 2020 included Issue reserved to qualified investors under Moroccan Law as defined in this prospectus Advising Agency Agency in charge of the placement Attijari Finances Corp. APPROVAL OF THE MOROCCAN CAPITAL MARKET AUTHORITY (AMMC) In accordance with the provisions of the AMMC circular, issued pursuant to Article 5 of the Dahir Law No. 1 -12-55 dated December 28, 2012, promulgating Law No. 44-12 on public offerings and information required of legal entities and savings organizations, this prospectus has been approved by the AMMC on December 10, 2020 under reference no. VI/EM/027/2020. The AMMC-approved prospectus consists of the following documents: ▪ The Securities Note ▪ Attijariwafa bank’s Reference Document registered by the AMMC on June 10, 2020 under reference no. EN/EM/004/2020 Updated version number 1 of the Reference Document registered by the AMMC on December 10, 2020 under reference no. EN/EM/026/2020 DISCLAIMER The Moroccan Capital Market Authority (AMMC) approved, on December 10, 2020 a prospectus summary related to the issue of subordinated bonds by Attijariwafa bank The subordinated bond differs from the conventional bond because of the rank of claims contractually defined by the subordination clause. The effect of the subordination clause is to condition, in the event of liquidation of the issuer, the repayment of the loan to the disinvestment of all the secured or unsecured creditors The AMMC-approved prospectus is available at any time at the following places: • Attijariwafa bank headquarters: 2, boulevard Moulay Youssef -Casablanca. Phone: 05.22.29.88.88, and on its website: http://ir.attijariwafabank.com; • Attijari Finances Corp.: 163, avenue Hassan II - Casablanca. Phone: 05.22.47.64.35. The prospectus is available to the public on AMMC website (www.ammc.ma). This summary has been translated by LISSANIAT under the joint responsibility of the said translator and Attijariwafa bank. In the event of any discrepancy between the contents of this summary and the AMMC-approved prospectus, only the approved prospectus will prevail. Attijariwafa bank Prospectus Summary – Issue of subordinated bonds 2 PART I: PRESENTATION OF THE OPERATION I. OBJECTIVES OF THE OPERATION The main objective of this issue is to: ▪ strengthen the current regulatory capital and, consequently, strengthen the solvency ratio of Attijariwafa bank; ▪ finance the bank's organic development in Morocco and abroad; ▪ anticipate the various regulatory changes in the countries of presence. In accordance with Bank Al-Maghrib’s Circular 14/G/2013 on the calculation of the regulatory capital requirements of credit institutions, as amended and supplemented, funds collected through this operation will be classified as additional Tier 2 capital. II. STRUCTURE OF THE OFFER Attijariwafa bank intends to issue 5,000 subordinated bonds with a nominal value of MAD 100,000. The total amount of the operation amounts to MAD 500,000,000 divided as follow: ▪ tranche “A” with a 7-year maturity and a fixed rate, listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of the principal in fine); ▪ tranche “B” with a 7-year maturity and an annually revisable rate, listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of the principal in fine); ▪ tranche “C” with a 7-year maturity and a fixed rate, not listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of the principal in fine); ▪ tranche “D” with a 7-year maturity and an annually revisable rate, not listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of the principal in fine) ; ▪ tranche “E” with a 7-year maturity and a fixed rate, listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of principal by constant linear annual amortization beyond the 2nd year); ▪ tranche “F with a 7-year maturity and a fixed rate, not listed on the Casablanca Stock Exchange, ceiled at MAD 500,000,000 and with a MAD 100,000 nominal value (repayment of principal by constant linear annual amortization beyond the 2nd year). The total amount allotted over the six tranches shall in no case exceed the amount of MAD 1500,000,000. Attijariwafa bank Prospectus Summary – Issue of subordinated bonds 3 III. INFORMATION RELATED TO ATTIJARIWAFA BANK’S SUBORDINATED BONDS Disclaimer: The subordinated bond is distinguished from the classical bond by the rank of loans contractually defined by the subordination clause. The effect of the subordination clause is to condition, in case of liquidation of the issuer, the repayment of the funds borrowed to all secured or unsecured creditors. Characteristics of tranche A (Fixed rate, with in fine repayment of the principal, a 7-year maturity and listed on the Casablanca Stock Exchange) Nature of securities Subordinated bonds listed on the Casablanca Stock Exchange, dematerialized by registration with the central securities depositary (Maroclear) and entered into account at the chartered financial intermediaries. Legal form Bearer bond Tranche ceiling MAD 500,000,000 Maximum number of securities to be 10,000 subordinated bonds issued Nominal value MAD 100,000 Issue price 100%, i.e. MAD 100,000 Loan maturity 7 years Subscription period From December 18 to 22, 2020 included Possession date December 29, 2020 Maturity date December 29, 2027 Allocation method French Auction with a priority for tranche E and F (fixed rate), then for tranches A and C (fixed rate), and then for tranches B and D (annually revisable rate) Face interest rate Fixed rate The face interest rate is determined in reference to the 7-year Treasury Bonds rate computed on the secondary market yield curve as published by Bank Al-Maghrib on December 16, 2020. A risk premium ranging from 60 to 70 bps will be added. The rate is determined through linear interpolation using the two points framing the full 7-year maturity (actuarial basis).