annual report - bourse de casablanca€¦ · mr. mohamed amrani, supervisory board member cfg...

A n n u a l R e p o r t

Creat ing Value

RAP BOURSE Anglais 10 16/12/05 9:47

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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

C o n t e n t s


Message from the Chairman of the Executive Board

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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

5


6

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

G o v e r n i n g B o d i e s (a t 1 Ju l y 2005)

A n n u a l R e p o r t 2 0 0 4


O r g a n i s a t i o n a l C h a r t

S h a r e h o l d e r s

Executive Board

Project Manager

FinanceDepartment

Accounting Managementcontrol

HumanResources Logistics Promotion

Strategicmarketing

Communications Quotation

Members

Clearing Systems Development

Networks Organisation

General AffairsDepartment

MarketingDepartment

MarketsDepartment

Compliance Officer

The capital of the Casablanca Stock Exchange, valued at MAD 14,545,600

is held in equal parts by all brokerage firms.

E x e c u t i v e B o a r d

Mr. Saïd AHMIDOUCHChairman of the Executive Board

Mr. Omar DRISSI KAITOUNIMember & Director of Organisation and Information Systems Department

Mr. Amine BENABDESSLEMMember & Marketing Director

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

7

( on 1 Ju l y, 2005)

(on 1 June , 2005)

Organisation andInformation Systems Dept


8

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.

C o r p o r a t e G o v e r n a n c e


9

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.

A n n u a l R e p o r t 2 0 0 4


K e y F i g u r e s (at 31 December 2004)

10

Operating Revenues

Operating revenues for the financial year 2004amounted to MAD 73.8 million, against MAD47.6 million in 2003 as a result of a 51.1%increase in net revenues.

Operating Expenses

At 31 December 2004, operating expenses rose

by MAD 6.9 million to MAD 48.3 million, against

MAD 41.4 million as at the end of 2003. This

increase was principally due to the increase in

external expenses and personnel costs.

Operating Income

At the 2004 year-end, operating income amounted

to MAD 25.5 million against MAD 6.2 million in

2003. This increase by MAD 19.3 million was

largely due to revenues from stock-market listings.

Net Income

At 31 December 2004, the net income of the

Casablanca Stock Exchange amounted to MAD

19.1 million against MAD 14.3 million in 2003,

rising by 33.5%.

Shareholders’ Equity

By the end of 2004, shareholders’ equity amounted

to MAD 188.7 million against MAD 171.8 million

at 31 December 2003, an improvement of 9.9%,

as a result of the increase in retained earnings

and net income.

80

60

40

20

0

47.6

2003 2004

73.8mMAD

50

40

30

20

10

0

41.4

2003 2004

48.3mMAD

302520151050

6.2

2003 2004

25.5mMAD

20

15

10

5

0

14.3

2003 2004

19.1mMAD

200

150

100

50

0

171.8

2003 2004

188.7mMAD


2 0 0 4 H i g h l i g h t s


2 0 0 4 H i g h l i g h t s

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.

12


A n n u a l R e p o r t 2 0 0 4

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.

13


2 0 0 4 H i g h l i g h t s

14

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.


Econom ic Env i ronment

& S tock -Marke t Background


16

E c o n o m i c E n v i r o n m e n t

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.


17

A n n u a l R e p o r t 2 0 0 4

Domestic Economy

Despite the unfavourable context, characterised by the upsurge in the oil price andthe 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 whosecereal production reached 83 million quintals, against an initial forecast of 65 millionquintals.

The good performance of the Energy, Mining and Tourism sectors has also played itspart in this advance.

Demand-wise, the increase in consumption, generated in particular by the improvementin agricultural incomes, in conjunction with an inflation rate stabilised at less than2%, will have enabled household demand to grow by 7.5% in 2004.

For the fourth consecutive year, the current account of the balance of paymentsshould show a surplus representing 1.3% of GDP, after 3.7% of GDP in 2003. Thedeterioration in the trade deficit by 3.3 points of GDP between 2003 and 2004 hasbeen largely offset by the 12% rise (MAD 34.6 billion) in revenues from tourism andby a 7.4% increase (MAD 37 billion) in transfers coming from Moroccans residingabroad.

As for the budget deficit, not accounting for revenues from privatisation, it has beenbrought down to 4.4% of GDP owing to solid performance from tax and non-taxrevenues.

Taking into consideration privatisation revenues, the budget deficit represents 3.2%of GDP in 2004.


18

S t o c k E x c h a n g e B a c k g r o u n d

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%


19

A n n u a l R e p o r t 2 0 0 4

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.

Va l u e Tra d e d

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.

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.

Value Traded (MAD) 2003 2004 AnnualChange

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 -


20


Value Traded by Market since 1995

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

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

bnMAD

Block-Trade Market

Central Market

Value Traded 2003 2004 AnnualCM + 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%


21

A n n u a l R e p o r t 2 0 0 4

Value Traded ,Monthly / Central Market + Block-Trade Market

M a r k e t L i q u i d i t y

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

(1) : this ratio is calculated by dividing the volume traded on the central market (shares) by the market capitalisation

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

bnMAD

1,122

4,387

2,880 2,827

1,969

4,711

2,114

760

2,155 2,462

908

9,412

18

16

14

12

10

8

6

4

2

-19951994 1996 1997 1998 1999 2000 2001 2002 2003 2004

%

0.82.6

4.7

8.1 8.4

18.0

10.2 10.5

7.4

5.7

7.4

10,000

9,000

8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

-


22

S t o c k - M a r k e t B a c k g r o u n d

Numbe r o f Tran sac t i on s

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.

M a r k e t Pe r f o r m a n c e

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

Number of Transactions 2003 2004 AnnualChange

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%

4,800

4,600

4,400

4,200

4,000

3,800

3,600

3,400

3,200

3,000

2,800Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

MASI® Float

MADEX® Float


23

A n n u a l R e p o r t 2 0 0 4

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.

M a r k e t C a p i t a l i s a t i o n

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.


24


Market Capitalisation

Market Capitalisation by Sector at 31 December 2004

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.

214

201

188

175

162

149

136

123

110

97

84

bnMAD

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

120.6127.0 131.0

135.3 133.0137.2 141.8 143.8 141.6

114.7 118.5

206.5

Telecommunications

Banks

Construction and Building materials

Holding Companies

Food

Beverages

Oil and Gas

Mining

Financial Companies

Others

36.91%

19.71%

13.75%

12.81%

5.85%2.85% 2.23% 1.21% 1.69%

2.99%


25

A n n u a l R e p o r t 2 0 0 4

Pub l i c Tende r s

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.

Capita l 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.



26

Fixed-Income Issuance

Public tender by way of fixed-income issuance advanced significantly at the Casablanca

Stock Exchange in 2004 :

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.

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% 19/07/2004SOMEPI TEXACO 03/08/2004 50 100,000 7 years 5.46% 03/08/2004LUBRIFIANTS

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


F inanc ia l S ta tements 2004


IMMATERIAL FIXED ASSETS (A) 3,214.31 • Initial expenses 3,214.31 • Expenses spread over several years • Reimbursement of premiums paidINTANGIBLE 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 • 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 21,469,504.45 108,752,361.87 102,735,498.06STOCKS (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 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 3,996,680.70 640,173.19TOTAL ASSETS I + II + III 261,674,590.10 21,469,504.45 240,205,085.65 195,302,232.22

ASSETS FINANCIAL YEAR 2004

Gross Net NetDepreciation charges

and provisions

FINANCIAL YEAR 2003

FI

XE

D

AS

SE

TS

CU

RR

EN

T

AS

SE

TS

CASH

& C

ASH

EQU

IVA

LEN

TS

Balance Sheet Assets at 31 December 2004

28


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

• 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

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

TOTAL LIABILITIES (I + II + III) 240,205,085.65 195,302,232.22

LIABILITIES FINANCIAL YEAR 2004 FINANCIAL YEAR 2003

SO

UR

CE

S

OF

F

IN

AN

CE

CU

RR

EN

T

LIA

BIL

ITIE

S

Balance Sheet Liabilities at 31 December 2004

29

CASH

& C

ASH

EQU

IVA

LEN

TS


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

OPERATING EXPENSES

• Cost of goods sold (2)

• Purchases of materials and furnishings (2)

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

NET OPERATING INCOME ( I - II ) 25,518,122.84 6,163,391.42

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

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

• 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

NET FINANCIAL INCOME ( IV - V ) 6,871,365.63 9,808,821.93

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

NATURE OPERATIONSSpecific to the

financial year (A)Previous financial

years (B)

TOTALS FISCAL YEAR 2004(C)=(A)+(B)

TOTALS FISCAL YEAR 2003

OP

ER

AT

IN

GF

IN

AN

CI

AL

Income Statement

30

I

II

III

IV

V

VI

VII


31

RECURRING INCOME (carried forward) 32,389,488.47 15,972,213.35

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

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

NET NON-RECURRING INCOME ( VIII - IX ) -5,643,816.33 -1,405,368.44

INCOME BEFORE TAXES ( VII + or - X ) 26,745,672.14 14,566,844.91

INCOME TAXES 7,650,857.00 7,650,857.00 291,034.00

NET INCOME ( XI - XII ) 19,094,815.14 14,275,810.91

TOTAL REVENUES ( I + IV + VIII ) 81,635,470.67 58,366,817.45

TOTAL EXPENSES ( II + V + IX + XII ) 62,540,655.53 44,091,006.54

NET INCOME (Total Revenues – Total Expenses) 19,094,815.14 14,275,810.91

NO

N-

RE

CU

RR

IN

G

VII

VIII

IX

X

XI

XII

XIII

XIV

XV

XVI

NATURE OPERATIONSSpecific to the

financial year (A)Previous financial

years (B)

TOTALS FISCAL YEAR 2004(C)=(A)+(B)

TOTALS FISCAL YEAR 2003

at December 31st, 2004 (excluding taxes)


Statutory Auditors’ General Report


33

Statutory Auditors’ General Repor t (at 31 December 2004)

In accordance with the terms of our appointment at your Annual General Meeting on9 March 2004, we have conducted the audit of the enclosed Financial Statements ofthe Casablanca Stock Exchange, for the financial year ending 31 December 2004,which include the balance sheet, the income statement, the statement of provisionalbalances, the flow-of-funds statement and the notes to the Financial Statements.These statements, which record shareholders’ equity and investment provisions ofMAD 194,283,038.79 and net income of MAD 19,094,815.14, are the responsibilityof the company’s Executive Board. Our liability lies in issuing an opinion about suchreports based on our audit.

We conducted our audit in accordance with professional standards applied inMorocco. Those standards require that we plan and perform our audit to obtainreasonable reassurance that the Financial Statements are free from material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the Financial Statements. An audit also includes assessing the accountingprinciples used and significant estimates made by the Executive Board in thepreparation of the Financial Statements as well as evaluating the overall presentationof the Financial Statements. We believe that our audit provides a reasonable basis forour opinion.

OPINION ON THE FINANCIAL STATEMENTSIn our opinion, the Financial Statements, to which we refer in the first paragraphabove, present fairly, in all material respects, the assets and liabilities and financialposition of the Casablanca Stock Exchange at 31 December 2004 and the results ofoperations for the year ended, in accordance with Morocco’s generally acceptedaccounting principles.

SPECIFIC PROCEDURES AND INFORMATIONWe have also performed the specific procedures required by law. We are satisfied thatthe 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 BIDAHManaging Partner Partner


Resolutions of the Annual General Meeting of Shareholders


35

Resolut ions of the Annual GeneralMeeting of Shareholders of 15 March 2005

FIRST RESOLUTION The Annual Meeting, having reviewed the report of the Executive Board, the comments ofthe Supervisory Board on the aforementioned report and the report of the StatutoryAuditors, shall approve them in their totality as well as the balance sheet and incomestatement for the financial year ended 31 December 2004 which shows net incomeof 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 theExecutive and Supervisory Boards of their mandate for the financial year ended 31 December 2004.


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 19,094,815.14Retained 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.


FOURTH RESOLUTION The Annual Meeting shall endorse the decision to allocate to members of theSupervisory Board a gross amount of MAD 1,800,000 for attendance fees for the year2004, on the basis that the latter assumes responsibility for their distribution amongits members.


FIFTH RESOLUTION The Annual Meeting, having reviewed the co-auditors’ special report on the conventionsunder articles 95 and those which follow of law n° 17/95 governing public limitedcompanies, shall approve the conclusions of the said report.


SIXTH RESOLUTIONThe Annual Meeting shall grant power-of-attorney to the bearer of a copy or extractof the present document so as to undertake the necessary formalities as requested by law.



Useful Contacts

BROKER AGE F IRMS

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

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BMCI BOURSE

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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

36


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

PROFESS IONAL 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

37


www.casablanca-bourse.com


Avenue des Forces Armées Royales - Casablanca - MoroccoTel.: (212) 22 45 26 26/27 - Fax : (212) 22 45 26 25

www.casablanca-bourse.com

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