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Page 1: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented
Page 2: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

A WORD FROM THE CHIEF EXECUTIVE OFFICER 5

OUR GOVERNANCE 7

OUR CODE OF ETHICS 13

OUR KEY FIGURES AS OF 31/12/2009 15

OUR MAJOR FACTS IN 2009 17

THE ECONOMIC ENVIRONMENT IN 2009 27

THE STOCK MARKET IN 2009 31

OUR FINANCIAL STATEMENTS IN 2009 41

OUR FINANCIAL STATEMENTS IN 2009 ACCORDING TO THE INTERNATIONAL 47

FINANCIAL REPORTING STANDARDS (IFRS)

THE GENERAL REPORT FROM THE EXTERNAL AUDITORS 54

THE REPORT OF THE EXTERNAL AUDITORS ACCORDING TO IFRS 55

RESOLUTIONS OF THE ORDINARY GENERAL MEETING 57

USEFUL CONTACTS 59Co

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Page 3: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

For the second year in a row, the Moroccan economy has shown resilience in a context marked by an international financial crisis and a slowdown in the world economic growth. This resilience reflects at the same time the relevance of the countercyclical policies implemented by our country and the solidity of its macro-economic fundamentals.

In this context, the Casablanca Stock Exchange “CSE” resists better over the two last years than most emerging financial markets, with a MADEX®Float index which limits to 19% its cumulated losses over two fiscal years in spite of the absence of IPO’s since July 2008 and in spite of investors’ bearishness.

The MASI®Float and MADEX®Float indexes thus closed year 2009 with slight drops, that is to say respectively -4.92% and -6.58%, compared to -13.48% and -13.41% in 2008. The market capitalization declined by only -4.30%, versus -9.31% in 2008, to stand at 508.9 billion Dirhams versus 531.8 in 2008.

Our priorities consisted in restoring investors and issuers’ confidence and giving a new momentum to our teams around a unifying project. With a strong involvement from our administrators, an ambitious 2009 -2015 strategy has been worked out around 3 major development pillars to attract half a million investors, increase the listed firms to 150, and make Casablanca Stock Exchange a regional financial hub.

The implementation of this strategy resulted initially in the strengthening of our teams at the level of the information systems, market operations and human resources, and endowed for the first time with a dedicated management.

In a second phase, our efforts were focused on the security of our information systems through a better separation of the tasks between operations, networks management and maintenance, as well as the production of studies and projects.

A project aiming at ensuring the high availability of our listing platform was also launched and should be brought to a close at the last quarter of 2010.

Audits were carried out which led to the observation of various security issues and to the implementation of a “project management” approach in all our activities.

Karim HAJJIChief Executive Officer

Page 4: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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Karim HAJJIChief Executive Officer

With the aim of contributing to a new momentum of the financial activity, the Casablanca Stock Exchange organized under the high patronage of His Majesty King Mohammed VI and jointly with the APSB (*), a conference on financial markets under the topic “Together let us build tomorrow’s economy”. This event gathered more than 500 finance professionals and personalities from policy makers to public figures. It also allowed the market’s participants in sharing diverse visions and making new proposals and recommendations in order to unite their efforts around the market recovery.

In responding to our investors’ needs and to improve the liquidity of our financial market, we have established a new Fifth listing phase for the securities listed on a continuous basis known as “Trading at Last”. This allows our investors to seize more market opportunities for an additional five minutes after the closing of the trading session of the day.

In April 2nd, 2009, CSE has adopted a new model of governance shifting from a dual governorship represented by “the Board of Trustees and Supervisory Board” to a corporate one with “the Board of Directors and a General Manager”.

The company’s shareholding structure was strengthened with the entry of a new securities firm, “Capital Trust Securities”, which began its operations in July 2009.

Opening up to the regional and international financial environment was also at the top of our priorities. In this direction, we undertook several activities among them; collaborating with the Arab stock exchanges by chairing the 32nd annual meeting of the UBA (**), consolidating our relation with the “City of London”, and strengthening our relationship with other international financial markets.

To recognize its leadership in contributing to the development of The African financial markets among other stock exchanges in Africa, CSE was awarded the “Second Prize of the Most Innovative Stock Exchange in Africa” by Africa Investor in the last conference event that was held in the New York Stock Exchange.

Lastly, in order to ensure a better accessibility to the stock market’s information, CSE revamped its website by offering additional financial information about the listed companies. The website is available to investors and to the public in three languages; Arabic, French, and English since it was launched in January 2010.

These various projects reinforce our position among other foreign markets specifically in Africa. It also contributes in meeting the demands of our ongoing developments with respect to our economy.

Our people are our most important asset. We do not have material “property, plant and equipment” assets. Rather, we have talented, entrepreneurial professionals who are dedicated to the firm’s mission of supporting economic growth.

In short, our people are central to who we are, to the cohesiveness of our culture, and to our ability to serve with integrity, reliability, and pride the needs of our clients and the market. These achievements would not have been possible without the commitment of our people.

I, thus, take this opportunity to thank them all for playing a key role in our organization and for contributing with effectiveness in realizing our set objectives. I am confident that I can rely on their continued commitment to help us achieve all of our goals and surpass all the challenges which await us.

(*) Association of Professionals of Brokerage Firms

(**) Union of Arab Stock Exchanges

Page 5: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

Year 2009 was characterized by a change in the

mode of governance of the Casablanca Stock

Exchange. The Supervisory Board and the

Board of Trustees both put in place since 2000

have been replaced by a General Management

and a Board of Directors.

Page 6: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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COMPOSITION AND OPERATION OF THE BOARD OF DIRECTORS

The Casablanca Stock Exchange’s Board of Directors was established in April 2, 2009, to replace the Supervisory Board set up in 2000.

It consists of 12 members and one government commissioner who is appointed by the Ministry of Finance & Privatization. The commissioner is invited to all the meetings held by the Board or the Committees’ one deriving from it.

The Board of Directors elects one President and sets the duration of his or her function which may not exceed their mandated period as a member. The members of the Board exercise their functions for a period of 3 years, renewable.

One Secretary is appointed based on a proposal from the President. He or she takes care of the organization of the meetings as well as the drafting and the filing of the Board’s or Committees’ minutes of the meetings under the conditions prescribed by the law.

The Board of Directors conducted the renewal of the 3 technical committees

1. The Audit Committee2. The Strategy and Development Committee3. The Nominations and Compensations Committee.

It also adopted the quantified indicators of good governance in order to measure the evolution of such indicators over a 3-year period.

These indicators illustrate the number of meetings held by the Board and the technical Committees as well as the average rate of participation of their respective members in the meetings.

The increase in the number of meetings of the Board and of the technical committees shows the continuous involvement of the members in the governance of the company. The same goes for the average rate of participation of the members which increased considerably except for those of the Nominations and Remunerations. However, the Strategy and the Development Committees’ meetings experienced a slight drop in comparison with FY 2008.

(*) The table is based on the meetings which were the subject of Minutes filed in the Minutes registry of the Board of Directors and that of the technical committees held during this period.

Indicators (*) 2007 2008 2009Board of Directors

Number of meetings 7 9 10

Average rate of participation 64% 76% 81%

Audit Committee

Number of meetings 3 7 5

Average rate of participation 78% 76% 100%

Nominations and Compensations Committee

Number of meetings 4 3 5

Average rate of participation 69% 75% 70%

Strategy and Development Committee

Number of meetings 2 2 3

Average rate of participation 69% 75% 70%

INDICATORS OF GOOD GOVERNANCE

Page 7: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

As of June 30th, 2010, the Casablanca Stock Exchange

capital is standing at 19.020.800 MAD. It is equally

held by the 17 securities firms which operate on the

Moroccan stock market.

SHAREHOLDERS

Page 8: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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The Board of Directors consists of the following 12 members:

I.C.F Al Wassit, represented by Mr. Aomar YIDAR (President)

Attijari intermédiation, represented by Mr. Jalal BERRADY

BMCE Capital Bourse, represented by Mr. Youssef BENKIRANE

CFG Marchés, represented by Mr. Younès BENJELLOUN

Eurobourse, represented by Mr. Omar AMINE

BMCI Bourse, represented by Mr. Mohamed AMRANI

Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY

Sogebourse, represented by Mrs. Widad AZZAM LAHLOU

CDG Capital Bourse, represented by Mr. Abdessamad ISSAMI

Maroc Services Intermédiation, represented by Mr. Mohamed BENABDERRAZIK

Upline Securities, represented by M. Amine El JIRARI

Wafabourse, represented by Mr. Adil DADI

Mr. Samir LAHLOUGovernment Commissioner

BOARD OF DIRECTORS As of June 30th, 2010

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Page 9: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

ORGANIZATION CHART • JUNE 30TH, 2010

TOP MANAGEMENT OF THE COMPANY • June 30TH, 2010

M. Abdellatif SQUALLIInternal Audit and Risk Management Director

M. Mohammed SAADInformation Technology

Manager

M. Mohamed Taha BENZEKRI Administration and Human

Ressources Director

M. Badr BENYOUSSEFBusiness Development

Manager

M. Abdelilah LAHLOUDirector

of Markets

M. Karim HAJJIChief Executive Officer

Marketing and ResearchAnalyst

Page 10: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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Wishing to strengthen investors’ confidence, the Casablanca Stock Exchange updated its code of ethics in order to conform and in sync with the international standards in force.

This ethics code which came into effect in 2009 revolves around the following pillars:

This ethics code which came into effect in 2009 revolves around the following pillars:

◗ The privileged securities within the Casablanca Stock Exchange;

◗ The compliance with laws and regulations;

◗ The definition and the management of conflicts of interest;

◗ Insider trading;

◗ The protection of information;

◗ The protection of resources;

◗ Operations on securities carried out by employees.

With this purpose in mind, the whole staff of the company was sensitized to the provisions of the new ethics’ code, and a report concerning its implementation within the Casablanca Stock Exchange will be annually elaborated.

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Page 13: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

OUR KEY FIGURES FOR THE YEAR ENDED DECEMBER 31, 2009

The Casablanca Stock Exchange closed FY 2009 in a climate of decreased activity.

OPERATING REVENUES: -44%

At the end of 2009, the Casablanca Stock Exchange operating revenues experienced a drop of 44%, standing at MAD 117 million, against MAD 208 million in 2008. The decrease mainly reflects a decline in commissions generated from trading activities by the central market and the absence of IPO’s.

208

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200920082007

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Evolution of the operating revenues*

OPERATING EXPENSES: -13%

The operating expenses of MAD 71 million in 2009 dropped by 13% compared with MAD 82 million in 2008. This drop is primarily due to the decrease of the Parafiscal Tax amount which is directly related to the turnover.

82

77

71

200920082007

8482807876747270686664

Evolution of the operating expenses*

Page 14: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

OPERATING INCOME: -63%

FY 2009 shows an operating income of MAD 46 million Moroccan Dirhams compared with MAD 126 millions in 2008, experiencing a drop of 63%. This drop is primarily related to the drop in operating revenues, in spite of a slight decrease in the operating expenses.

126

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46

200920082007

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Evolution of the operating income *

NET INCOME: -53%

The Casablanca Stock Exchange’s net income experienced a 53% drop, moving from MAD 89 million in 2008 to MAD 42 million at the end of 2009.

89

142

42

200920082007

160

140

120

100

80

60

40

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Evolution of the net income*

SHAREHOLDERS’ EQUITY: +8%

At the end of 2009, the Casablanca Stock Exchange’s shareholders’ equity increased by 8% , standing at MAD 538 million, compared with MAD 498 million at the end of 2008, due mainly to the positive results posted in 2009.

(*) : in million of MAD

498

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538

200920082007

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Evolution of shareholders’ equity*

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Page 15: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

In FY 2009, the Casablanca Stock Exchange designed

and implemented a new strategy; for the period

2009-2015; which contributed in the implementation

of several projects aiming primarily at developing and

promoting the national stock exchange market.

Page 16: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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7 •DEVELOPMENT OF THE MARKET

ACTIVITY

Management of the guarantee scheme

In 2009, the Casablanca Stock Exchange embarked in a vast project for the establishment of a guarantee scheme based on gross flows (transactions), the goal is to review the design of the guarantee scheme in order to follow in details and line per line the outcomes and to facilitate the identification of the transaction in suspense. It also served in establishing the calculation of the risks and to ensure the performance guarantee on the basis of the aforementioned transactions instead of the net flows (movements). This project should become operational in 2010.

Monitoring and Steering of the listing sessions

❱ Establishment of the “Trading At Last” system

Within the framework of the implementation of version 900 of the new system of Quotation (NSC) set up in 2008; Casablanca Stock Exchange launched a new listing phase known as “Trading At Last” on November 2, 2009.

This phase is programmed for the securities listed on a continuous basis during the 5 minutes which follow the closing fixing (from 15:30 to 15:35 hours). It makes it possible to trade at the latest processed price or the reference price in case of failure, the orders typed into the system and carried out partially or not carried out, as well as the orders which could not be typed in during the listing session.

“Trading At Last” confers to investors more possibilities to seize investment opportunities and overall gives more liquidity to the stock market.

In addition, “Trading At Last” gives the possibility of modifying or cancelling some orders, according to well-defined conditions. During this phase, block transactions are not authorized.

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«Capital Trust Securities» secured the approval of the Economy and Finance Ministry which enables it to carry on the stock exchange intermediation activity on the Moroccan market. Its participation in the share capital of “la Bourse de Casablanca S.A.” was made effective on July 9, 2009.

For this reason, the Market Operations Department carried out training sessions on behalf of the traders of Capital Trust Securities, as well as preliminary simulations to test its trading, clearing, and completion platform.

Approval of a new brokerage firm

Page 17: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

❱ Project of the new Surveillance solution

The Casablanca Stock Exchange’s role is to take care of the compliance of the trading and completion operations carried out by the brokerage firms with the laws and regulations applicable to these operations.

Within the framework of its mission which consists in steering the listing sessions and reviewing the fairness of the transactions, the Surveillance ensures a daily follow-up of the stock exchange sessions through mainly the “NSC V900” electronic system and a certain number of attached software applications, making it possible to ensure some checks and follow ups concerning the orders.

In addition, an important project was developed to improve the effectiveness of the supplementing automation of real time and differed control and surveillance processes. Terms of Reference expressing the needs were worked out and transmitted for study and proposal of solutions.

This project lies within the scope of the Casablanca Stock Exchange’s strategic objectives in order to increase the number of the marketable listed securities and their liquidity. At the same token, ensure the optimum conditions for the listing of bonds to issuers and investors

❱ Update and improvement of the “Surveillance” and “SPROD” software applications

In order to better exploit the various modules of the “Surveillance” and “SPROD” software applications and to better meet the user’s needs, the Casablanca Stock Exchange reviewed several features concerning the structuring of the requests, the posting and the use of their results.

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Automation of the bond listing operations

In order to adapt our production system to the market needs, the Casablanca Stock Exchange set up a dedicated platform, allowing for a full automation of all the bond listing operations since their initiation until the generation of the transaction with assignment of a contract number.

All the other operations (declaration of the contributions, declaration of the transfers, management of the public offerings and management of the introductions) are managed in same fashion.

This operation reduces the risks of error and optimizes the management of the market.

DEVELOPMENT OF THE INFORMATION SYSTEMS

Revamping of the hardware platform of NSC

In 2009, the Casablanca Stock Exchange started a project for the revamping of the hardware platform of the new listing system (NSC).

This activity aims at setting up a platform which ensures the high availability of the listing and trading system in the event of failure of a hardware component.

This project will be rolled out in an advanced way in 2010 with NYSE which will support the Casablanca Stock Exchange in the installation, parameter-setting and the tests necessary.

Adoption of the “Single Reference”

On June 1, 2009, the Casablanca Stock Exchange adopted a single reference frame operation for the following reasons: optimizing the exploitation of the information disseminated by the NSC, ensuring the security of back-office treatments, and removing the double entry of data in the three systems (NSC, PROD and WEB).

For this purpose, an adaptation of the decision-making information system and thereafter of the statistical publications of the Casablanca Stock Exchange was carried out.

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OPENING OF THE CASABLANCA STOCK EXCHANGE TO THE INTERNATIONAL SCENE

Within the framework of its policy of opening to the regional and international financial environment, the Casablanca Stock Exchange undertook several activities.

Strengthened collaboration between the Casablanca Stock Exchange and the Arab Exchanges

For this purpose, the Casablanca Stock Exchange hosted the 32nd annual meeting of the Union of Arab Stock Exchanges, an organization chaired for one year by the Casablanca Stock Exchange.

This event, which was held on April 15 and 16, allowed for the exchange of visions, ambitions and expertise between the members of the Union. It was also marked by the signing of an agreement between the Casablanca Stock Exchange and the Stock Exchange of Egypt within the framework of boosting the exchanged information and the training activities between the two institutions.

Consolidation of relations between the Casablanca Stock Exchange and the “City of London”

This resulted in the official visit to the Casablanca Stock Exchange of Mr. Ian LUDER, recently appointed “Lord-Mayor of the City of London”.

This visit testifies to the interest carried to Casablanca Stock Exchange by one of the most important financial platform in the world.

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Participation of the Casablanca Stock Exchange in the “Africa Investor” conference

On September 21, 2009, the Casablanca Stock Exchange attended the conference event which was organized in New York by Africa Investor and in a marginal presence of the General Assembly of the United Nations.

This conference aimed mainly at allowing the various players in the African capital markets (such as: regulators, stocks exchange companies, securities firms, and listed companies) to present their achievements and realizations to the US institutional investors who are interested specifically in emerging countries.

It also aimed at sharing some thoughts on various subjects; such as the integration of the African capital markets; with representatives of the United Nations, NEPAD and ADB.

On this occasion, the Casablanca Stock Exchange received the 2nd prize of the Most Innovative stock exchange in Africa.

• Organization by the Casablanca Stock Exchange of a visit of the main actors of the Spanish financial markets

The visit of the main players of the Spanish financial markets aimed mainly at sharing; with the Casablanca financial market makers; the Spanish experience with respect to managing public debt.

Several lessons were learned, such as the need for regularity, transparency, and compliance with the financing plan issued by the Treasury.

The emphasis was placed on the usefulness of an electronic platform allowing transparency and liquidity of the national debt market.

Furthermore, a very particular attention was paid to the network of “primary dealers” (also commonly called primary dealers in Treasury securities) guaranteeing the placement of the debt on the primary market, and improving the liquidity on the secondary market.

Finally, the goals of this mission were primarily intended for the entire Moroccan delegation to look further into the issuance and the establishment of an interest rates futures market in Morocco, which will represent a necessary engine to accelerate the reforms; at a large-scale; of the Moroccan financial market.

Exchange of expertise with Pakistani financial players

With a view to strengthen its cooperation with other counterparts, the Casablanca Stock Exchange received the visit of a Pakistani delegation during 2009. This visit represented an opportunity to exchange experience concerning several issues of a technical nature, mainly related to the market organization, and to the listing and clearing system.

Page 21: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

UPGRADING NATIONAL AND INTERNATIONAL STANDARDS

Within the framework of its opening to the national and international financial community, the Casablanca Stock Exchange took the following steps:

Publication of the financial statements of 2008 according to IFRS standards

In FY 2008, the Casablanca Stock Exchange presented and published its accounts according the International Financial Reporting Standards (IFRS). It is thus the first company in Morocco to comply with these aforementioned standards without presenting consolidated accounts.

This conversion to the international accounting standards testifies to the will of the top management of the company to meet the requirements of globalization and put itself in sync with the international and national community. Not to mention that the Casablanca Stock Exchange is not bound by any legal requirements to represent its Financials as such.

Circular number 04/09 of the Moroccan financial markets authority (CDVM)

In February 2009, the CDVM enacted circular number 04/09 relating to the documents and information that the company managing the Stock Exchange must submit to the CDVM. This circular aims at:

◗ Allowing the market authority to ensure compliance of the managing company with its operating

rules;

◗ Monitoring the risks which might compromise market operations;

◗ Supplementing and reconciling the information received with that received from other market

players.

Realization of an External I.T. audit

An overall diagnosis within the Information Systems Department was carried out by an international firm at the request of the Casablanca Stock Exchange.

At the end of this mission, some recommendations were made which concern the following aspects:

◗ The organizational aspect;

◗ The software and hardware infrastructure;

◗ The physical and logical security;

◗ The Business Continuity Plan (BCP).

As a response to these recommendations, the Casablanca Stock Exchange undertook a series of improvements activities aiming at strengthening the security of its information system.

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Internal control system

Within the framework of the reinforcement of the device of internal control, the function of internal audit continued the following missions:

❱ Internal audit

The 2009 audit program was carried out. The purpose of this program was mainly to identify the differences between the practices and the accounting systems in force (legislation, regulation and procedures), to assess the proven risks and to detect the aspects of management likely to be improved in term of procedures, standards and organization.

❱ “Incidents” Database

Within the framework of a preventive management of the risks and to meet the new requirements set by the Moroccan financial markets authority (CDVM), under the terms of circular number 04/09, a reporting of incidents was set up in 2009.

❱ Risk management system

The risk management system aims at promoting a culture of security and at obtaining a program which anticipates the incidents of any nature. The goals is also to state the basic principles and the approach to be followed throughout the process (assessment, identification of new risks, listing of incidents, and corrective actions).

Within the framework of the continuity in the installation of the risk assessment and control system, a mission of evaluation of this device was undertaken in January 2009.

The update of the consolidated mapping rested on:

◗ The effective implementation of the recommendations resulting from the mapping of 2007 and the action plan of 2008;

◗ Incidents noted in 2008;

◗ Identification of the risks having emerged lately or which were not taken into account during the previous mapping;

◗ Risks’ re-evaluation is performed by the Managers and Unit Officers.

Also, a semi-annual follow-up of the corrective actions was carried out. It aims at monitoring, with the operational entities, the progress report of the actions planned within the framework of a better control of the risks.

In parallel, brainstorming activities were carried out for the identification of the risks of the Information systems (I.S.). These activities detected the risks involving inherent risks to the I.S. per category (strategic, project and operational) and evaluated these risks in terms of impact and occurrence.

Page 23: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

OUTREACH AND PROMOTION OF THE CASABLANCA STOCK EXCHANGE

Throughout 2009, the Casablanca Stock Exchange carried out several communication activities with the purpose of promoting, disseminating, and popularizing the stock exchange concepts to its various targets. These activities were conducted through various tools, in particular the enrichment of the firm’s publications and the strengthening of public relations.

Other major activities were also carried out, particularly including:

Establishment of a new website

Within the framework of its development strategy, the Casablanca Stock Exchange revamped its website and made it available; on January 15, 2010; to its various audiences in three different languages: Arabic, French and English

This project is the result of a wide thinking and benchmarking process carried out by the Casablanca Stock Exchange teams. The goal of this approach is on the one hand, to meet the needs of the various profiles of users of its website and on the other hand, to align with the international standards and establish the same position as other international exchanges.

Organization of the 1st Financial markets Conference under the high patronage of His Majesty King Mohammed VI

This event organized on September 30, 2009, by the Casablanca Stock Exchange in partnership with the APSB, under the topic “Together, let us build tomorrow’s economy”, is regarded as a first of its kind in the history of the Casablanca financial markets since it brought together more than 500 participants between professionals and institutional players.

It represented an opportunity to share their visions and their recommendations in order to reactivate market’s dynamics and to effectively serve the economic ambitions of the Kingdom.

The Stock Exchange School

In 2009, the Stock Exchange School continued its training courses on the stock exchange concepts through:

◗ “The Stock Exchange days”, intended for bank executives;

◗ “The investors’ workshops”, specific training sessions reserved for employees of private and

public institutions;

◗ “The Training courses”, intended for students from private and public schools.

Thus in 2009, 57 training seminars were imparted, on behalf of 3,904 people coming from 70 public and private institutions, in 14 cities of Morocco (versus 55 seminars on behalf of 2,222 people in 2008).

The participants in the training activity belong

to different socio-professional categories

(Company executives and managers, Bankers,

Engineers, Merchants, Professors, Students,

Retirees, Junior high school students, etc.).

The training sessions given in 2009, per

categories of audience, are as follows:

Auditoire Ecole de la Bourse

Professionnels 8%

Individuels students 1%

Individuels consumers 5%

Educational institutions 86%

Page 24: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

The “Actionnaria 2009” trade showThe Casablanca Stock Exchange School paid a visit for the third year in a row to the Shareholders Trade Show in Paris, enabling it to establish useful contacts with the Paris Stock Exchange School, the French Federation of Investment Clubs, and the Institute for Financial Education of the General Public, NYSE Euronext…

The Stock Exchange Space

In order to strengthen proximity with respect to its various targets, the Casablanca Stock Exchange proposes since 2001 the “Space Stock Exchange”. It is a space of communication and information dedicated to all people wishing:

◗ To get information about the stock market operations;

◗ To have financial information and documentation;

◗ To familiarize themselves with the stock market universe;

In 2009 the Stock Exchange Space received 473 visitors, against 709 in 2008.

STRENGTHENING OF THE HUMAN RESOURCES POLICY

Year 2009 was marked by the strengthening of the human resources policy of the firm, and the establishment of a new organization in correlation with the new mode of governance, in accordance with the orientations of the Casablanca Stock Exchange Board of Directors.

In this regard, the Casablanca Stock Exchange strengthened its teams by recruiting high profiles in order to meet its strategic needs. Thus, the recruitments which were made in 2009, relate to the following functions:

◗ General Manager;

◗ Chief information officer;

◗ Administrative Human Resources Manager;

◗ Market Data and Securities Firms Officer;

◗ Operations Unit Officer;

◗ Communication Officer.

On the other hand, within the framework of the development of its skills, the Casablanca Stock Exchange carried out the installation of HR management tools capable of detecting skilled employees and executives, strengthening them and ensuring their sustainability.

Through the organizational mission that was launched in December 2009, job surveys helped defining the missions and the attributions of each employee and executive, and evaluating each one’s performance and skills that is required for the exercise of their functions, as well as determining recruitment needs for 2010.

In parallel to this approach, a new assessment system was launched aiming at defining the individual goals, measuring the degree of control of the laid out positions, and preparing an individual development plan. This led in particular to the development of an ambitious training program for FY 2010 based on 3 major pillars:

◗ The development of technical skills;

◗ The development of managerial skills;

◗ The development of language skills.

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INTERNATIONAL ECONOMY

The developed countries

2009 can be qualified as a year of extreme contrasts for the financial markets as well as for the real economy.

Impacted by the paralysis of the interbank market and the collapse of stock markets worldwide, the first quarter of 2009, witnessed a contraction of GDP of the G8 countries. Thanks to the measures taken to stabilize the banking sector; the monetary policies of the central banks; as well as the important governmental budgetary stimulations (787 billion dollars in the United States, i.e. 5.5% of the GDP); the economy of the advanced countries recovered slightly at the start of the third quarter of 2009 to end up on an annual contraction of 3.2 % of the GDP (*).

In this context of recovery of the global economy, improvement of the economic outlooks and drop of the OPEC quotas, the oil prices ended up recovering, and inflation became positive again.

Emerging and developing countries

The world recession encouraged emerging countries to speed up the transition of their economic model on behalf of domestic consumption. The large emerging countries confirmed their resistance to the crisis, with a GDP growth which reached 2.4% (*) thanks mainly to the positive contributions of the countries of Asia and Africa.

(*) Source: Annual report 2009 from Bank Al-Maghrib

Red will have been the dominant color of 2009. Red because the growth came from China, red because the world activity was declining for the first time since the end of the 2nd World War, and red still because the budget deficits exploded. The emerging economies were overall in a strong growth phase thanks to China and India, whereas the advanced countries experienced a very severe slowdown in their economic growth.

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Page 27: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

NATIONAL’S ECONOMY (*)

GDP

The effect of the world-wide crisis was felt at the level of the nation’s economy from the last quarter of 2008 and the impact was pronounced more in the first quarter of 2009 when the growth rate of the non-agricultural GDP reached only 0.6%. The attenuation of the effects of the world economic crisis, in connection with the positive repercussions of the stimulus programs at the international level and the anti-crisis measures taken within the framework of the Strategic Watch Committee at the national level, appeared through a progressive recovery of the nonagricultural economic activity from one quarter to another. This resulted into an economic growth of 4.9% for year 2009, versus 5.6% for 2008.

The favorable performance of the national economic activity, in spite of the context of global financial and economic crisis, results from the increase of the value added of the primary sector of 29% and that of the tertiary sector of 3.9%, which largely offset the 4.7% drop of the value added of the secondary industry.

Public finance

FY 2009 showed a budget deficit of 15.9 billion Moroccan Dirhams, i.e. the equivalent of 2.2% of the GDP after a surplus of 0.4% of the GDP in 2008.

This deficit is explained mainly by the drop of tax revenues, related to the combined effect of the drop of tax pressure, due to the reduction of the tax rates of the Income tax and the Corporate tax, and the contraction of the indirect taxes because of the context of the economic situation.

In parallel, expenditures of goods and services increased, corresponding to a rise in payroll charges. Finally, the capital expenditures of the Government’s budget exceeded the initial forecasts. In addition, the rate of indebtedness stood at 46.9% of GDP in 2009 compared to 47.2% in 2008.

In 2009, the Moroccan economy operated in a hard environment marked by a slowdown in the economic activity on the international scene due to the triggering of the global financial and economic crisis.

In spite of this context characterized by a drop in foreign demand, the Moroccan economic growth in 2009 was supported by the final domestic demand due to an excellent agricultural harvest, to the increase in public investment, to the maintenance of the unemployment rate under 10%, to the slow rise of prices, as well as to the continued progression of loans granted to the economy, not to mention the effort made by the public authorities to support the purchasing power, in particular through the reduction of the income tax and the increase in wages.

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Foreign trade

In 2009, Morocco’s foreign trade recorded a drop in both exports (FOB) and imports (CIF) of goods (- 28.1% and -18,7%, respectively), which generated a trade deficit of 153.2 billion MAD compared to 170.3 billion MAD in 2008, a 10.4% drop compared to a 25.4% increase on the prior year.

This situation comes mainly from the attenuation by 25.1% of the deficit generated by the trade of energy products and the reduction of 85.6% of the deficit resulting from the trade of food products.

Investments

Taking into account the good impact strength of the Moroccan economy vis-a-vis the world economic crisis, the investment effort continues, as it is demonstrated by the following indicators:

◗ The appropriations granted to equipments increased by 29.1% compared to 2008.

◗ The Investment Commission, reporting to the Moroccan Agency for Investment Development (AMDI), treated in 2009 nearly 56 projects for an estimated global amount of 45 billion Moroccan Dirhams, a 20% increase compared to 2008.

◗ The capital expenditures of the Government’s budget increased by 22.8% compared to 2008, standing in 2009 at 46.4 billion Moroccan Dirhams.

Inflation

In 2009, the Consumer Price Index (CPI) posted a 1% increase compared to 2008, in spite of the inflationary pressures on food products having a direct impact on household consumption.

Unemployment

In 2009, the unemployment rate moved back by 0.5 point to stand in 2009 at its all-time low, that is to say 9.1%. This drop especially benefitted the urban environment with a drop of 0.9 point (moving from 14.7% to 13.8%), while rural unemployment was stabilized at 4%.

(*) Source: Annual report 2009 from Bank Al-Maghrib

Page 29: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

THE STOCK MARKET IN 2009

After significant declines recorded by most international financial

markets in 2008, and a very difficult beginning of the year, because

of the fear of investors from the fall and switching of the worldwide

economies into a severe depression, the year 2009 finishes on a

largely positive note, thanks to the effects of the implemented

stimulus packages and quick responsive measures taken by many

Governments, to save the financial sector.

The MSCI World; the World Stock Markets Index; posts a 31.5%

increase in 2009, whereas the MSCI Emerging Markets index jumps

by 74.5%.

Page 30: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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The MSCI AC World and MSCI Emerging Markets indexes close the year on a largely positive performance.

After a year 2008 which showed a strong contraction of the world stock markets, with sharp declines of 43.5% for MSCI AW World Index and of -57.5% for MSCI EM, and thanks in particular to the positive effects of various rescue measures, year 2009 finishes on a positive note for all markets on average (+31,5% for the MSCI AC World Index) and even more positive for emerging markets (+74.5% for MSCI EM), in particular those of Asia and Latin America.

The four great international financial markets closed year 2009 on a positive note between 18% and 22%, however, lower than the world average.

INTERNATIONAL STOCK MARKETS

Sliding annual performance of the MSCI

2008 2009100%

80%

60%

40%

20%

0%

-20%

-40%

-60%

-80%

-43.5%

31.5%

74.5%

-54.5%MSCI ACWI

MSCIEM

01

02

03

04

01

02

03

04

Stock exchange Index Performance as of 12/31/2008 Performance as of 12/31/2009

FRANCE CAC 40 -42.6% 22.3%

UNITED KINGDOM FTSE 100 -31.3% 22.0%

JAPAN Nikkei 225 -42.1% 19.0%

THE UNITED STATES Dow Jones -34% 18.8%

Page 31: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

The 2009’ performance of the stock exchanges of the MENA region is more contrasted (*)

In FY 2009, the MASI®Float in USD closed the year by recording a 2% drop compared to 2008. However over the two last years, the evolution of the index compares favorably against all odds with the main indices of the MENA region, which had generally undergone a more brutal drop than the MASI®Float index in 2008.

Stock index in USD

Stock exchange Performance as of 2009/2007 Performance as of 2009/2008

Tunis Stock Exchange 52.6% 47.4%

Egypt Stock Exchange -40.2% 40%

Saudi Stock Exchange -45.1% 27.3%

Dubai Financial Market -70% 10%

Casablanca Stock Exchange -19.3% -2%

Amman Stock Exchange -31.1% -8%

Distribution of capitalization as of 12/31/2009 (In Billion USD)

400

300

200

100

09.2

31.958.1 64.7

91.1

318.8

TunisStock Exchange

AmmanStock Exchange

Dubai Stock Exchange

CasablancaStock Exchange

EgyptStock Exchange

SaudiStock Exchange

Page 32: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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-58.4

-43.6-40.2

38.0 -36.9 -36.4-33.4 -31.4

-28.5-25.1 -23.9

-16.2 -16.1-13.1

-9.1 -7.3-2.5 -2.3

7.19.5

15.9

-20.6

Santiago

Bresil

Colom

bia

Taiwan

Telaviv

Indonesia

Buenos A

ires

Lima

Johannesburg

Casablanca

Thailande

Philippine

Korea

India

Shangai

Istanbul

Russia

Warsaw

Egypt

Budapest

Athen

Mexican

Exchange

In %

The drop of volumes of transactions is experienced on most financial markets of the MENA region since 2007.

Evolution of MADEX®Flottant and emerging index (2007/2009)

(*) Source : WFE / Site for conversion in $ : xe.com

The evolution of the MADEX compares favorably despite all odds with the main indices of the WFE which has been undergoing since 2007 more brutal corrections.

Comparison between the Casablanca Stock Exchange and Emerging Exchanges (*)

(*) Sources : Annuel Reports WFE 2008/2009 MFA-WFE-Bloomberg

Evolution of the IPO’s/ Delistings of FY 2009

IPO’s 2009 Delistings 2009 Total listed companies 2009

Tunis 2 0 52

Amman 11 1 272

Dubaï - - 67

Casablanca 0 1 76

Egypt 6 65 306

Saudi 9 1 135

Evolution of transactions volume in Mrds USD (2007 - 2008 - 2009)

TunisStock Exchange

AmmanStock Exchange

CasablancaStock Exchange

EgyptStock Exchange

DubaiFinancial Market

SaudiStock Exchange

2007 0.7 17.4 22.7 64.8 103.3 682.3

2008 1.7 28.7 13.7 88 83.1 523.1

2009 1.4 13.6 8 81.2 47.2 337

Page 33: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

Main Index of the Casablanca Stock Exchange

At the end of the year 2009, the MASI®Float and the MADEX®Float recorded an annual decrease of 4.92% and 6.58%, respectively, compared to a drease of -13.48% and -13.41%, respectively, in 2008, i.e. 10,443.81 points and 8,464.47 points, respectively.

MADEXMASI

8,000

8,500

9,000

9,500

10,500

11,000

11,500

12,000

10,000

Jan

Feb

Mar

AprJu

nJu

lAug

Sep

OctNov

DecM

ay

Market Capitalization

By the end of 2009, the market capitalization stood at 508.89 billion MAD compared to 531.75 billion MAD in 2008, that is to say a depreciation of 4.30%, versus a drop of 9.31% posted in 2008.

This bad performance reflects the drop of the exchange rates slightly offset by the capital increase operations which took place.

560

500

540

530

520

510

500

490

480

470

460

Jan

Feb

Mar

AprJu

nJu

lAug

Sep

OctNov

DecM

ay

496.9

544.6

508.5

530.5526.4

553.9

528.9532.4

521.7 524.9

498.9

508.9

Monthly evolution of the MASI®Float and the MADEX®Float indexes

Evolution of market capitalization in 2009 (MAD Billion)

NATIONAL STOCK MARKET

After a 13.4% drop recorded in 2008, the Casablanca Stock Exchange closed this year with a slight decrease in its leading indicators.

Following up the lead of the International Stock Markets, the Casablanca Stock Exchange is finding back its dynamism and is regaining its momentum.

Page 34: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

Evolution of market capitalization per sector as of 12/31/2009

The indices of the “Beverages”, “Services to Communities” and “Mining” industries posted the biggest annual increases by the end of December 2009, i.e. respectively 95.70%, 53.33% and 52.28%.

The indices of the “Forestry & Paper”, “Distributors” & “Telecommunications” sectors experienced sharp drops over the same period, that is to say respectively -16.90%, -12.70% and -12.51% respectively.

Sectoral index Performance 2008 Performance 2009

Agribusiness / production 15.58% 24.63%

Pharmaceutical companies 4.62% -0.29%

Holding companies -10.54% -5.04%

Banks -11.46% -2.65%

Telecommunications 5.73% -12.51%

Oil & gas -13.51% -5.57%

Finance company & other financial activities -16.02% -6.96%

Forestry & paper -9.48% -16.90%

Distributors -17.03% -12.70%

Drinks -17.20% 95.70%

Industrial engineering & capital equipment -19.20% 8.15%

Building & construction materials -19.68% -7.90%

Real estate -25.77% -10.33%

Insurance -28.40% -11.05%

Services to communities -32.26% 53.33%

Entertainment and hotels -33.15% -10.63%

Transportation -37.88% 18.59%

Mining -44.73% 52.28%

Hardware, software & it services -51.00% 26.63%

Chemistry -55.72% 4.19%

Electronics & electric components -58.52% 31.73%

In terms of capitalization per sector, the sector of “the Banks” occupies the 1st place with

26.5%. It is followed by the “Telecommunications” industry which accounts for 23.4%.

Food-processing / Production

Holding companies

Building and construction materials

Property

Others

Telecommunications

Banks

26.5%

3.8%

8.6%

10.7%

13.3%

23.4%

13.5%

Distribution of the market capitalization per sector as of 12/31/2009

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Monthly evolution of the volume of the transactions in 2009 (in million MAD)

Volumes of the transactions

At the end of the year 2009, the total volume of the transactions recorded a 41% drop with 144.42 billion MAD, versus 244.164 billion MAD for the same period in 2008.

This significant decline of 51% is mainly due to sharp decline in the volume of transactions experienced in the central market.

(*): The volume of transfers is not doubledNS: Non significant

Volume of the transactions in 2009 (in million MADs)

Class Annual volume 2008 Annual volume 2009 RatioAnnual

variation

Central market 159,075 78,668 54.47% -50.55%

Shares 156,671 71,887 91.38% -54.12%

Bonds 2,404 6,781 8.62% 182.03%

Block – trade market 58,660 49,279 34.12% -15.99%

Shares 45,437 38,877 78.89% -14.44%

Bonds 13,223 10,402 21.11% -21.34%

Ipo’s 14,185 2,963 2.05% -79.11%

Shares 7,702 - 0.00% -100.00%

Bonds 6,483 2,963 100.00% -54.30%

Increases of capital 5,765 6,360 4.40% 10.31%

In cash 5,765 5,015 78.86% -13.01%

By conversion of dividends 1,345 21.14% -

Public offerings 0.26 225 0.16% NS

Purchase - 59 26.45% -

Withdrawal 0.26 166 73.55% NS

Transfers shares (*) 312 633 0.44% 102.94%

Shares 312 633 100.00% 102.94%

Contributions of securities 6,166 6,291 4.36% 2.04%

Shares 6,166 6,291 100.00% 2.04%

Grand total 244,164 144,420 -40.85%

40,000

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

Jan

Feb

Mar

AprJu

nJu

lAug

Sep

OctNov

DecM

ay

16,798 16,827

12,508

8,5946,242

10,833 10,470

4,9846,613 6,013

7,748

36,791

Page 36: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

Daily Average Number of Transactions

In 2009, the daily average number of transactions on the central market and the block market was 1,151, thus marking an annual drop of 40.02%.

Number of transactions 2008 2009 Annual variation

Central market 469,869 285,276 -39.29%

Shares 469,765 285,117 -39.31%

Bonds 104 159 52.88%

Daily average 1,918 1,150 -40.02%

Block market 306 184 -39.87%

Shares 221 135 -38.91%

Bonds 85 49 -42.35%

Daily average 1 1 40.60%

Grand total 470,175 285,460 -39.29%

Daily average 1,919 1,151 -40.02%

Calls on the market and securities transactions

Capital securities

❱ IPO’s

The public offering through the stock market did not give rise to any new IPO in 2009, compared to 5 in 2008.

However, several listed firms called upon the market through various operations.

❱ Public offerings

3 takeover bids and 1 compulsory public offer of withdrawal were carried out in 2009, versus only one compulsory public offer of withdrawal in 2008, namely:

Company DateCategory

of the public offering

Numberof

Subscribers

Number of shares requested

Number of shares concerned

by the offer

FERTIMA 6/5/2009 Takeoverbid 85 23,830 154,032

LA MAROCAINE - VIE 2/27/2009 Compulsory public offer of withdrawal 504 236,744 237,555

MAROC - LEASING 12/23/2009 Takeoverbid 25 336 447,016

PAPELERA DE TETUAN 10/29/2009 Takeoverbid 136 137,478 296,199

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❱ The programs of purchase

In 2009, 8 programs of purchase were initiated by the listed companies for the adjustment of their exchange rates on the market, versus 13 programs of purchase initiated in 2008.

❱ Delistings

During the year 2009, only one delisting was recorded following the compulsory Public Offer of Withdrawal of the Marocaine-Vie, compared to the same number in 2008.

Debt instruments

❱ Issuance of bonds

In 2009, 5 bond operations were conducted on the stock market, compared to 9 operations in 2008.

The listed global amount of these operations stood at 1.5 billion MADs, distributed as follows:

❱ Increases in Capital

In 2009, the number of increases in capital’s operations experienced a 10% rise in volume compared to 2008. In total, seven operations were carried out, versus 12 in the prior year, and which are as follows:

Company Date Type of capital increase Issue price in MADs Securities issued

ATLANTA 7/17/2009 Conversion of dividends 100.00 525,516

BCP 2/24/2009 Subscription in cash 228.50 4,376,368

BMCI 1/6/2009 Subscription in cash 701.15 2,139,319

BMCI 7/24/2009 Conversion of dividends 720.00 442,925

CIH 9/28/2009 Conversion of dividends 306.00 983,567

MAROC - LEASING 10/6/2009 Contribution in kind 282.14 1,181,818

SALAFIN 7/17/2009 Subscription in cash 356.76 21,960

IssuerDate of issuance

MaturityIssued amount in Kilo-MADs

Rate of depreciation

Type of amortization

Par value in MADs

SGMB 3/23/2009 10 377,300 5.60% END 100,000

BCP 4/9/2009 7 294,200 5% END 100,000

ATTIJARIWAFA BANK 6/29/2009 10 205,000 5% END 100,000

SNI 8/10/2009 10 355,000 5.10% END 100,000

MINIERE TOUISSIT 9/10/2009 5 250,000 4.40% END 1,000

Page 38: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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Securities Weight in %ITISSALAT AL-MAGHRIB 18.91 %

ATTIJARIWAFA BANK 10.34 %

BMCE BANK 10.02 %

DOUJA PROM ADDOHA 9.31 %

ONA 7.12 %

CGI 4.77 %

LAFARGE CIMENTS 3.93 %

SNI 3.58 %

BCP 3.19 %

HOLCIM ( Maroc ) 2.20 %

CIMENTS DU MAROC 2.15 %

BRASSERIES DU MAROC 1.91 %

BMCI 1.88 %

SONASID 1.81 %

CIH 1.71 %

ALLIANCES 1.63 %

SAMIR 1.55 %

WAFA ASSURANCE 1.32 %

AFRIQUIA GAZ 0.93 %

COSUMAR 0.89 %

AUTO HALL 0.83 %

ATLANTA 0.82 %

CENTRALE LAITIERE 0.78 %

EQDOM 0.66 %

CDM 0.65 %

DELTA HOLDING S.A 0.57 %

LESIEUR CRISTAL 0.46 %

LABEL VIE 0.43 %

MANAGEM 0.41 %

MINIERE TOUISSIT 0.38 %

SNEP 0.33 %

SMI 0.33 %

RISMA 0.32 %

LYDEC 0.31 %

SALAFIN 0..28 %

SOTHEMA 0.22 %

COLORADO 0.21 %

PROMOPHARM S.A. 0.17 %

FENIE BROSSETTE 0.16 %

Securities Weight in %MATEL PC MARKET 0.15 %

STOKVIS NORD AFRIQUE 0.14 %

BRANOMA 0.14 %

AGMA LAHLOU-TAZI 0.14 %

OULMES 0.13 %

HPS 0.13 %

AUTO NEJMA 0.13 %

MAROC LEASING 0.12 %

UNIMER 0.10 %

ALUMINIUM DU MAROC 0.10 %

SOFAC 0.10 %

MAGHREBAIL 0.08 %

NEXANS MAROC 0.08 %

BERLIET MAROC 0.06 %

TASLIF 0.06 %

ACRED 0.06 %

DELATTRE LEVIVIER MAROC 0.06 %

CTM 0.06 %

DISTRISOFT MAROC 0.06 %

BALIMA 0.05 %

IB MAROC.COM 0.05 %

DARI COUSPATE 0.05 %

M2M Group 0.05 %

BMCI J01/07/2009 0.05 %

DIAC SALAF 0.05 %

ZELLIDJA S.A 0.05 %

MAGHREB OXYGENE 0.04 %

MICRODATA 0.04 %

SCE 0.03 %

PAPELERA DE TETUAN 0.03 %

INVOLYS 0.03 %

LGMC 0.02 %

CARTIER SAADA 0.02 %

REALIS. MECANIQUES 0.02 %

MEDIACO MAROC 0.01 %

FERTIMA 0.01 %

REBAB COMPANY 0.01 %

TIMAR 0.01 %

Composit ion of the MASI ®Flot as of 12/31/2009

Page 39: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented
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Page 41: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

ASSET - BALANCE SHEET - for the year ended december 31, 2009 (IN THOUSAND MAD)

ASSETSFISCAL YEAR 2009 FISCAL YEAR

2008

Gross Depreciation and provisions Net Net

FIXED

ASSETS

FIXED ASSETS IN NON VALUES (A)

* Preliminary expenses

* Charges to be allocated over several fiscal years

* Bond premiums

INTANGIBLE FIXED ASSETS (B) 9,751 3,297 6,454 7,189

*Tied-up capital in R&D

* Similar patents, trademarks, rights and values 9,366 3,297 6,069 6,543

* Goodwill

* Other intangible assets 386 386 646

TANGIBLE ASSETS (C) 59,636 24,591 35,045 12,505

* Lands 10,000 10,000

*Constructions 12,845 54 12,792

* Technical facilities, equipment & tools 2,368 2,093 274 353

* Means of transport 929 101 828 9

* Office furniture, various installations 33,488 22,342 11,146 12,138

* Other tangible assets 5 5 5

* Tangible assets in progress

FINANCIAL FIXED ASSETS (D) 81,206 81,206 82,212

* Tied up loans 210 210 573

* Other financial credits 79,996 79,996 80,639

* Equity securities

* Other long-term investments 1,000 1,000 1,000

TRANSLATION ADJUSTMENTS ASSETS (E)

* Reduction in the tied-up credits

* Increase in the financial debts

TOTAL I ( A+ B + C + D + E) 150,593 27,888 122,705 101,907

CURRRENT

ASSETS

STOCKS (F)

* Goods

* Consumable equipment and supplies

* Products in progress

* Intermediate products and residual products

* End products

CREDITS OF THE CURRENT ASSETS (G) 38,805 38,805 53,853

* Debtor suppliers, advances and downpayments

* Related customers and accounts 19,699 19,699 32,576

* Payroll 1

* Government 14,400 14,400 16,670

* Partner limited accounts

* Other debtors

* Accrual accounts Assets 4,706 4,706 4,607

SECURITIES AND INVESTMENT SECURITIES (H) 436,872 436,872 391,207

TRANSLATION ADJUSTMENTS ASSETS (I) 4 4 13

(Currents Assets)

TOTAL II ( F + G + H + I ) 475,681 475,681 445,074

CASH

FLOW

CASH FLOW - ASSETS 10,104 10,104 50,176

* Checks and securities/drafts to be cashed

* Bank, T.G. and Postal Checks Accounts (C.C.P.) 10,094 10,094 50,163

* Petty Cash, Imprest accounts and letters of credit 10 10 14

TOTAL III 10,104 10,104 50,176

GRAND TOTAL I + II + III 636,378 27,888 608,490 597,157

Page 42: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

LIABILITIES FISCAL YEAR2009

FISCAL YEAR2008

PERMANENT

FUNDII NG

EQUITIES

* Corporate or personal capital (1) 19,021 17,902

* Minus: shareholders, capital subscribes not called

Called-up capital 19,021 17,902

of which versed . . .19,021

* Contribution, merger and issue premiums 2,045 2,045

* Revaluation difference

* Statutory reserve 1,790 1,678

* Other reserves 387,198 387,198

* Carryforward (2) 86,421

* Net income pending allocation (2)

* Net income of the Fiscal Year (2) 41,692 89,218

TOTAL STOCKHOLDERS’ EQUITY (A) 538,168 498,042

STOCKHOLDERS’ EQUITY EQUIVALENT (B) 8,026 12,321

* Investment subsidies

* Regulated reserves 8,026 12,321

DEBTS OF FINANCING (C)

* Debentures

* Other debts of financing

LASTING RESERVES FOR RISKS AND CHARGES (D) 2,050 2,050

* Provisions for contingencies

* Provisions for charges 2,050 2,050

TRANSLATION ADJUSTMENTS - LIABILITIES (E)

* Increase in tied-up credits

* Reduction in financing debts

TOTAL I ( A + B + C + D + E ) 548,244 512,414

CURRENT

LIABLITIES

DEBTS OF THE CIRCULATING LIABILITY (F) 59,949 84,716

* Related suppliers and accounts 31,702 7,343

* Creditor customers, advances and downpayments

* Payroll 6,153 6,986

* Social contributions to Gvt agencies 3,439 3,585

* Government 6,913 8,863

* Partners limited accounts

* Other creditors 11,741 57,938

* Accrual Accounts - liabilities

OTHER RESERVES FOR RISKS AND CHARGES (G) 294 13

TRANSLATION ADJUSTMENTS - LIABILITIES (currents liabilities) (H) 2 14

TOTAL II ( F + G + H ) 60,246 84,744

CASH

FLOW

DEBTS RELATED TO CURRENT LIABILITIES

* Discount credits

* Cash flow credits

* Accrual banks

TOTAL III

GRAND TOTAL I + II + III 608,490 597,157

(1) Debtor personal capital (2) Beneficiary (+), overdrawn (-)

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LIABILITIES - BALANCE SHEET - for the year ended december 31, 2009 (IN THOUSAND MAD)

Page 43: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

NATURE

OPERATIONS TOTALS OF THE FISCAL YEAR 20093 = 1 + 2

TOTALS OF THE FISCAL YEAR 2008

Specific to the Fiscal

Year 1

Concerningthe previous Fiscal

Years 2

OPERATI

ONS

I OPERATING REVENUES

*Sales of goods (as is)

*Sales of goods and services produced 114,566 114,566 207,153

TURNOVER 114,566 114,566 207,153

*Variation of inventories of products (+ or - ) (1)

* Fixed assets produced by the firm

* Operating subsidies

* Other operating income 17

* Resumptions of operations: transfers of charges

2,416 2,416 992

TOTAL I 116,982 116,982 208,161

II OPERATING EXPENDITURES

* Resold purchases (2) of goods

* Consumed purchases (2) of materials andsupplies

1,794 1,794 2,362

* Others external charges 23,166 66 23,233 19,794

* Taxes and levies 12,945 12,945 21,214

* Payroll charges 26,220 26,220 32,307

* Other operating charges 2,600 2,600 2,600

* Operating allowances 4,086 4,086 3,478

TOTAL II 70,811 66 70,878 81,755

FINANCIALS

III OPERATING INCOME (I - II) 46,104 126,406

IV FINANCIAL INCOME

* Income of equity securities and other tied-up securities

* Forex gains 20 20 3

* Interest and other financial income 6,888 6,888 6,243

* Financial redemptions: transfers of charges 60 60 4

TOTAL IV 6,968 6,968 6,250

V FINANCIAL EXPENSES

* Interest fees

* Conversion losses 37 37 104

* Other financial charges 643 643 643

* Budgets 4 4 60

TOTAL V 683 683 807

VI FINANCIAL INCOME (IV - V) 6,285 5,443

VII CURRENT INCOME (III + VI) 52,389 131,849

REVENUES AND EXPENSES ACCOUNTS

Page 44: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

1) Inventory change: ending inventory - opening inventory increase (+) ; reduction (-)

2) Resold or consumed purchases: purchases - inventory change

NATURE

OPERATIONS TOTALS OF THE FISCAL YEAR 20093 = 1 + 2

TOTALS OF THE FISCAL YEAR 2008

Specific to the Fiscal

Year 1

Concerningthe previous

Fiscal Years 2

NON CURRENT

VII CURRENT INCOME (carryforwards) 52,389 131,849

VIII NON CURRENT PRODUCTS

* Products of transfers of fixed assets 174 174 11

* Balancing subsidy

* Recoveries on subsidies of investment

* Other non current proceeds 1,057 1,057 1,305

* Non current redemptions: transfers ofcharges

5,415 5,415 185

TOTAL VIII 6,646 6,645 1,501

IX NON CURRENT CHARGES

* Net amortization values of transferred fixed assets

9

* Granted subsidies

* Other non current charges 114 114 71

* Non current allowances for depreciation and provisions

1,120 1,120 4,583

TOTAL IX 1,234 1,234 4,663

X NON CURRENT INCOME (VIII - IX) 5,412 -3,162

XI INCOME BEFORE TAXES (VII+ or - X) 57,800 128,687

XII INCOME TAX 16,108 16,108 39,469

XIII BOTTOM LINE (XI - XII) 41,692 89,218

XIV TOTAL INCOME (I + IV + VIII) 130,595 215,912

XV TOTAL CHARGES (II + V + IX + XII) 88,903 126,694

XVI Net income (total income - total charges) 41,692 89,218

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For the year ended december 31, 2009 (IN THOUSAND MAD) (NET OF TAX)

Page 45: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented
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Dec 31, 2009 Dec 31, 2008Revenues 103,940 187,289

Total revenues 103,940 187,289

Consumables used -1,794 -2,362

Other external charges -19,108 -15,858

Payroll costs -24,780 -32,307

Taxes and duties -1,365 -396

Depreciation, amortization and provisions -6,134 -7,304

Other operating expenses -2,600 -2,583

Total costs and expenses -55,781 -60,811

Earnings from operations 48,159 126,478

Proceeds from sales of assets 173 3

Exchange income/expense -8 -101

Other non recurrent items 943 1,234

Earnings from continuing operations 49,268 127 614

Borrowing costs -1,959 -1,920

Income from investements 27,432 10,484

Other income and expenses -643 -684

Net financial income 24,831 7,880

Earnings before tax 74,099 135,493

Current tax -16,108 -39,469

Deferred tax -6,389 -2,037

Net earninigs 51,602 93,987

Net earnings of sold activities

Net earnings 51,602 93,987

Minority interests

Net earnings 51,602 93,987

Attributable to equity holders of the parent

- Basic 271 525

- Diluted 271 525

STATEMENT OF COMPREHENSIVE INCOME

(IN THOUSAND DIRHAMS)

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Page 47: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

STATEMENT OF FINANCIAL POSITION

(IN THOUSAND MOROCCAN DIRHAMS)

ASSETS Dec 31, 2009 Dec 31, 2008

Intangible assets 6,454 7,189

Tangible assets 55,415 57,989

Non- current financial assets 87,080 86,420

Non current assets 148,949 151,598

Current financial assets 480,440 414,281

Accounts receivable 19,703 32,576

Other receivables 19,106 21,278

Cash and cash equivalents 10,104 50,176

Current assets 529,353 518,311

TOTAL ASSETS 678,303 669,909

EQUITY AND LIABILITIES 31-DEC-09 31-DEC-08

Share Capital 19,021 17,902

Capital reserves 2,045 2,045

Other reserves 519,967 427,499

Net earnings 51,602 93,987

Equity attributable to equity holders of the parent 592,635 541,433

Minority interest

Total equity 592,635 541,433

Non-current provisions 2,050 2,050

Borrowings and other non-current financial liabilities 549 23,810

Deferred tax liabilities 22,478 15,590

Other non current creditors

Non-current liabilities 25,077 41,450

Current provisions 1,605 1,246

Borrowings and other current financial liabilities 362 2,309

Trade accounts payable 31,223 6,878

Other payables 27,401 76,592

Current liabilities 60,590 87,026

TOTAL LIABILITIES 85,667 128,475

TOTAL EQUITY AND LIABILITIES 678,303 669,909

Page 48: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

STATEMENT OF CHANGES IN EQUITY (IN THOUSAND MOROCCAN DIRHAMS)

ShareCapital Capital

reservesOther

reservesProfit for the

year

Shareholders equity: share of the Group

Minority interest

Consolidated shareholders

equity

As of Jan. 01, 2008 16,783 2,045 293,857 136,160 448,845 448,845Effect of changes in accounting policy

Gains on available for sale investments

Dividends -2,517 -2,517 -2,517Net earnings 93,987 93,987 93,987Other changes 1,119 136,160 -136,160 1,119 1,119As of Dec. 31, 2008 17,902 2,045 427,499 93,987 541,433 541,433

As of Jan. 01, 2009 17,902 2,045 427,499 93,987 541,433 541,433Effect of changes in accounting policy

Gains on available for sale investments

1,166 1,166 1,166

Dividends -2,685 -2,685 -2,685Net earnings 51,602 51,602 51,602Other changes 1,119 93,987 -93,987 1,119 1,119As of Dec. 31, 2009 19,020 2,045 519,967 51,602 592,635 592,635

STATEMENT OF CASH FLOWS (IN THOUSAND MOROCCAN DIRHAMS)

Dec 31, 2009 Dec 31, 2008Net earnings 51,602 93,987Adjustments for : Depreciation of property, plant and equipement 5,844 7,305+ Amortization of premium on treasury bonds 642 642+/- Gain on disposal of property plant and equipment -173 -3Cash flow after net borrowings costs and income tax expense 57,915 101,931Income tax expense 22,497 41,507Net finance costs 1,959 1,920Cash flow before net borrowings costs and income tax expense 82,371 145,358Change in working capital -75,650 -66,590Tax paid -16,108 -39,469Net cash from operating activities -9,387 39,298Purchases of property plant and equipment -2,535 -2,012Proceeds from disposals of property plant and equipment 173 11Other flows 363 138Net cash used in investing activities -1,998 -1,863New borrowings 685 Principal payments on borrowings -25,846 -1,978Dividends paid -2,685 -2,517Net interests -1,959 -1,920Share capital increase 1,119 1,119Net cash from financing activities -28,686 -5,296 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -40,072 32,139 Cash and cash equivalents at the beginning of the year 50,176 18,037Cash and cash equivalents at the end of the year 10,104 50,176NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -40,072 32,139

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Page 49: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

ACCOUNTING RULES AND METHODS

Accounting system

The Casablanca Stock Exchange’s financial statements relating to the Fiscal Year closed December 31, 2009 were prepared in accordance with the “International Financial Reporting Standards” (IFRS) as adopted by the European Union. They include comparative information for 2008 reprocessed in accordance with the same standards.

No anticipated implementation of the standards authorized by the international accounting system was made by the Casablanca Stock Exchange.

Casablanca Stock Exchange has no obligation to present its accounts in the IFRS standards: it is a will from the management of the company to meet the requirements of globalization and to align itself on the international and national environment.

The international accounting rules include the IFRS (International Financial Reporting Standards), the IAS (International Accounting Standards) and their interpretations SIC and IFRIC (Standard Interpretations Committee and International Financial Reporting Committee Interpretations).

Intangible assets

They exclusively include the acquired software (not generated in-house). The recognition of this software is carried out at historical cost minus cumulated depreciations.

The duration of usefulness of the software is estimated at 60 months.

The mode of amortization adopted by Casablanca Stock Exchange is the linear mode.

Tangible fixed assets

The tangible fixed assets are recognized at the historical cost, minus the cumulated depreciations and impairments. The historical cost includes the costs directly ascribable to acquisition. The later costs are included in the accounting net worth of the assets or are recognized as separate assets, according to the case, only when it is likely that the future economic profits related to the element go to the company and that the cost of the element can be valued in a reliable way. All the other costs of repair and maintenance are recognized in the earnings reports during the Fiscal Year when they are incurred. The residual values are considered as non significant.

The mode of amortization adopted by the Casablanca Stock Exchange is the linear mode.

The tangible fixed assets acquired by means of lease contracts are amortized over the duration of usefulness of the good.

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Placements

The placements held by the Casablanca Stock Exchange are classified in the following categories: financial assets At Fair Value recognized in the income, loans and amounts receivable, and financial assets Available for Sale. The classification depends on the top management’s intent. The classification is given at the initial date of recognition and re-examined at each close.

Financial assets at Fair Value recognized in the income

This category breaks up into two subcategories: financial assets Held For Trading and those designated at Fair Value recognized in income on initial option. The placements are classified in this category when they are acquired mainly to be sold in the short run or when they are so designated by the top management.

Within the framework of the evaluation of these assets, the Casablanca Stock Exchange has based its work on their net assets values published at the closing date.

Financial assets Available For Sale

The financial assets Available For Sale are designated as such or are not classified in one of the other categories. They appear in the balance-sheet in the non current assets because the company does not intend to transfer them within the twelve months which follow the closing date.

The financial assets Available For Sale are valued at their Fair Value. Latent gains or depreciations resulting from variations of the fair value are recognized in the shareholders equity.

The Casablanca Stock Exchange has 5% of the authorized capital of Maroclear evaluated on a prorata basis in the net worth at the closing date.

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Page 51: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

IMPACT OF THE IFRS ACCOUNTING SYSTEM ON

THE MOROCCAN ACCOUNTING SYSTEM

Synthesis of the shareholders equity

The shareholders equity as of December 31, 2009 increases by 54.5 million Moroccan Dirhams and amounts to 592.6 million Moroccan Dirhams under IFRS, versus 538.2 million Moroccan Dirhams according to the Moroccan accounting system.

This evolution induced by the I.F.R.S accounting system results mainly from:

◗ The valuation of the financial assets for 34.6 million Moroccan Dirhams;

◗ The revaluation of the land and of the construction for 12.6 million Moroccan Dirhams;

◗ The cancellation of the provisions not authorized in IFRS for 6.2 million Moroccan Dirhams;

◗ The adjustment of the leased fixed assets for 2.8 million Moroccan Dirhams;

◗ The change of the amortization period of the fixed assets for -1.8 million Moroccan

Dirhams.

Synthesis of the net income

The net income line in IFRS standards amounts to 51.6 million Moroccan Dirhams versus 41.7 million Moroccan Dirhams according to the Moroccan accounting system.

This evolution is due mainly to:

◗ The impact of the valorization of the financial assets for 14.3 million Moroccan Dirhams;

◗ The impact of the reprocessing of leased fixed assets for 0.5 million Moroccan Dirhams;

◗ The impact of the change of the amortization period of the fixed assets for -0,5 million

Moroccan Dirhams;

◗ The impact of the cancellation of the provisions which are not authorized under IFRS for -4.5

million Moroccan Dirhams.

Page 52: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

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Page 53: Karim HAJJI - casablanca-bourse.com · Mr. Omar AMINE BMCI Bourse, represented by Mr. Mohamed AMRANI Crédit du Maroc Capital, represented by Mr. Yacine BEKBACHY Sogebourse, represented

In accordance with the mission which was entrusted to us by your General meeting of June 8, 2007, we carried out the audit of the 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 table, and the statement of additional details (ETIC) relating to the Fiscal Year closed on December 31, 2009. These summary statements show an amount of shareholders equity and assimilated shareholders equity of MAD 546,194,474.96, including a net profit of MAD 41,692,352.74.

Top Management’s Responsibility The top management is responsible for the establishment and the fair presentation of these summary statements, in accordance with the accounting system which is admitted in Morocco. This responsibility includes the design, the installation and the follow-up of an internal control relating to the establishment and the presentation of the summary statements not including a significant anomaly, as well as the determination of accounting estimates which are reasonable given the circumstance.

Auditor’s Responsibility Our responsibility is to express an opinion on these summary statements on the basis of our audit. We carried out our audit according to the standards of the trade in Morocco. These standards require us to abide by the rules of ethics, to plan and carry out the audit to get a reasonable insurance that the summary statements do not include a significant anomaly.

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, just as the evaluation of the risk that the summary statements might contain significant anomalies. When carrying out these evaluations of the risk, the auditor takes into account the internal control in force within the entity relating to the establishment and the presentation of the summary statements in order to define audit procedures which are suitable in the circumstance and not with the purpose of expressing an opinion as to the efficiency of this latter.

An audit also includes the assessment of the suitable character of the adopted accounting methods and the reasonable character of the accounting estimates made by the top management, as well as the appreciation of the overall presentation of the summary statements.

We estimate that the convincing elements collected are sufficient and suitable to motivate our opinion.

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 result of the operations of the past fiscal year as well as the financial standing and assets of the “Bourse de Casablanca S.A.” company as of December 31, 2009 in accordance with the accounting system admitted in Morocco.

Specific checks and informationWe 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

Casablanca, March 31, 2010

The external auditors

PRICE WATERHOUSE FIDAROC GRANT THORNTON

A. Bidah F. MekouarPartner Partner

THE GENERAL REPORT

FROM THE EXTERNAL AUDITORS

Fiscal Year from January 1 to December 31, 2009

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We carried out the audit of the attached summary statements of the Casablanca Stock Exchange, established under reference frame IFRS and including the status of the financial position as of December 31, 2009, the Income Statement, the state of variation of the stockholder equities and the cash flow table for the fiscal year closed on this date, as well as notes containing a summary of the main accounting methods and other explanatory notes.

Top Management’s ResponsibilityThese financial statements reprocessed according to the IFRS standards, based on the summary statements which are currently in force according to the Moroccan General Code of Accounting Standardization, are not compulsory, and were thus established for information only by a decision of the Casablanca Stock Exchange Management.

The Top Management is responsible for the establishment and the fair presentation of these summary statements, in accordance with the IFRS standards. This responsibility includes the design, establishment and follow-up of an internal control relating to the establishment and presentation of the summary statements not including a significant anomaly, whether those result from frauds or errors, as well as the determination of reasonable accounting estimates taking into consideration the circumstances.

The auditor’s responsibility Our responsibility is to express an opinion on these summary statements on the basis of our audit. We carried out our audit according to the Standards of the Trade applicable in Morocco. These standards require us to comply with the rules of ethics, to plan and carry out the audit to obtain a reasonable insurance that the summary statements do not include a significant anomaly.

One audit implies the implementation of procedures in order to collect convincing elements concerning the amounts and information provided in the summary statements. The choice of the procedures concerns the judgment of the auditor, just as the evaluation of the risk that the financial statements might contain significant anomalies, whether those result from frauds or errors. When carrying out these evaluations of the risk, the auditor takes into account the internal control in force within the entity relating to the establishment and presentation of the financial statements in order to define audit procedures which are suitable in the circumstances, and not with the purpose of expressing an opinion as to the efficiency of this one. An audit also includes the appreciation of the suitable character of the adopted accounting methods and the reasonable character of the accounting estimates made by the Top Management, as well as the appreciation of the overall presentation of the summary statements.

We estimate that the convincing elements collected are sufficient and are suitable to motivate our opinion

Opinion as to the summary statements In our opinion, the summary statements mentioned in the first paragraph above give, in all their significant aspects, a true image of the financial situation of the Casablanca Stock Exchange as of December 31, 2009, as well as of the financial performance and cash flows for the Fiscal Year closed on that date, in accordance with the International Financial Reporting Standards (IFRS).

Casablanca, March 31, 2010

The external auditors

PRICE WATERHOUSE FIDAROC GRANT THORNTON

A. Bidah F. MekouarPartner Partner

THE EXTERNAL AUDITORS’ REPORT ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING

STANDARDS (IFRS)

Fiscal Year ranging from January 1 to December 31, 2009

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THE

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First resolutionThe General meeting, after having heard the Board of Directors’ Management Report and the External auditors’ report, approves them in all their parts as well as the balance-sheet and the income statement of the fiscal year closed on December 31, 2009, which shows a net profit of 41,692,352.74 Moroccan Dirhams.

Second resolution The General Meeting gives to the Directors and to the External auditors, a final discharge of the execution of their mandates for the fiscal year closed on December 31, 2009.

Third resolutionThe General meeting, based on a proposal from the Board of Directors, decides to allocate the profits in the following way:

Net profit of 2009 …....................…………………………….……………… 41,692,352.74

Carry forward of the previous Fiscal Year ……………….…………….……. 86,421,025.53 Distributable total 128,113,378.27

From which the General Meeting deducts:

For the statutory reserve ………………………………………....…………... 111,880.00

For the investment reserve …………………………………...................…... 5,000,000.00

For the dividends ………………………………………........………………... 2,853,120.00 The balance 120,148,378.27

Being deferred to the other reserves.

The date for the payment of dividends payout is set for May 14th, 2010.

Fourth resolutionThe General Meeting ratifies the decision to allocate to the members of the Board of Directors a gross sum of 2,600,000 Moroccan Dirhams as attendance fees for year 2009, and the Board will carry out their distribution between its members.

Fifth resolutionThe General Meeting notes that under the terms of the special report from the External auditor, this latter was informed of no new convention authorized by the Board during the Fiscal Year closed on December 31, 2009 and being part of the scope of the provisions of Article 56 of Law 17-95 of August 30, 1996.

The General Meeting takes note of it purely and simply.

Sixth resolutionThe General Meeting appoints the Fidaroc Grant Thornton firm represented by Mr. Fayçal MEKOUAR and the Saaidi et Associés firm represented by Mr. Nawfal AMMAR in their capacity as External auditors for 2010, 2011 and 2012, entrusted with reviewing and monitoring the corporate and IFRS accounting and of submitting a report to the next General Meeting in which they will report about the execution of their mission.

SEVENTH RESOLUTIONThe General Meeting gives all powers to the bearer of a copy or an excerpt of this document to carry out the formalities provided for by the law.

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CFG MARCHES 5 - 7, Rue Ibn Toufaïl, Quartier Palmier - Casablanca Phone: (212) 5 22 25 01 01 • Fax: (212) 5 22 98 11 12 www.cfgmorocco.com

CREDIT DU MAROC CAPITAL 8, Rue Ibnou Hilal, Quartier Racine - CasablancaPhone: (212) 5 22 94 07 44 • Fax: (212) 5 22 94 07 66www.cdm.co.ma

EUROBOURSE Avenue des F.A.R, Tour Habous, 5ème étage - Casablanca Phone: (212) 5 22 54 15 54 • Fax: (212) 5 22 54 14 46 www.eurobourse.ma

FINERGY BOURSE88, Rue El Marrakchi - Quartier hippodrome - Casablanca Phone: (212) 5 22 36 87 76 • Fax : (212) 5 22 36 87 84 www.finergy.ma

ICF AL WASSIT 29, Rue Bab El Mansour, Espace Porte d’Anfa Casablanca Phone: (212) 5 22 36 93 84/89 • Fax: (212) 5 22 39 10 90 www.cpm.co.ma

INTEGRA BOURSE23, Rue Ibnou Hilal, Quartier Racine - Casablanca Phone: (212) 5 22 39 50 00 • Fax : (212) 5 22 36 86 00 www.integrabourse.com

MAROC SERVICES INTERMEDIATION Imm. Zénith, Rés. Tawfiq, Sidi Maârouf - Casablanca Phone: (212) 5 22 97 49 61 à 65 • Fax : (212) 5 22 97 49 73 www.msin.ma

SOGEBOURSE 55, Bd. Abdelmoumen - Casablanca Phone: (212) 5 22 43 98 40 • Fax : (212) 5 22 26 80 18 www.sgmaroc.com

UPLINE SECURITIES 37, Angle Bd. Abdellatif Benkaddouret Rue Ali Ben Abderrazak - Casablanca Phone: (212) 5 22 95 49 60/61 • Fax : (212) 5 22 95 49 62 www.upline.co.ma

WAFA BOURSE 416, Rue Mustapha El Maâni - Casablanca Phone: (212) 5 22 54 50 50 • Fax : (212) 5 22 47 46 91www.wafabourse.com

BROKERAGE FIRMS

ALMA FINANCE GROUP 4 Lot. La colline - 20 190 - CasablancaPhone: (212) 5 22 58 12 02 • Fax: (212) 5 22 58 11 74www.almafinance.com

ARTBOURSE 7, Bd Abdelkrim El Khattabi - CasablancaPhone: (212) 5 29 00 12 12 • Fax: (212) 5 29 00 12 03

ATTIJARI INTERMEDIATION 163, Av. Hassan II - CasablancaPhone: (212) 5 22 49 14 82 • Fax: (212) 5 22 20 25 15www.attijariwafabank.com

BMCE CAPITAL BOURSE BMCE siège - 140, Av. Hassan II - CasablancaPhone: (212) 5 22 48 10 01 • Fax: (212) 5 22 48 09 52www.bmcecapitalbourse.com

BMCI BOURSE Bd. Bir Anzarane, Immeuble Romandie - Casablanca Phone: (212) 5 22 95 38 00 • Fax: (212) 5 22 39 32 09 www.bmcinet.com

CAPITAL TRUST SECURITIES 50, Bd. Rachidi, Quartier Gautier, CasablancaPhone: (212) 5 22 46 63 50 • Fax: (212) 5 22 49 13 07www.capitaltrust.ma

CDG CAPITAL BOURSE 9, Bd. Kennedy - Casablanca Phone: (212) 5 22 36 20 20 • Fax: (212) 5 22 36 78 78www.cdgcapital.ma

US

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PROFESSIONAL ASSOCIATIONS

ASSOCIATION PROFESSIONNELLE DES SOCIETES DE BOURSE (APSB) Angle Avenue des Forces Armées Royales et Rue Arrachid Mohamed - Casablanca Phone: (212) 5 22 54 23 33/34 • Fax : (212) 5 22 54 23 36 www.apsb.org.ma

ASSOCIATION DES SOCIETES DE GESTION ET FONDS D’INVESTISSEMENTS MAROCAINS (ASFIM)199, Bd Zerktouni Résidence Mouna II 6ème étage n°11 - CasablancaPhone: (212) 5 22 95 12 11 • Fax : (212) 5 22 95 12 10

MARKET INSTITUTIONS

MINISTERE DE L’ECONOMIE ET DES FINANCES DIRECTION DU TRESOR ET DES FINANCES EXTERIEURESBd Mohamed V- Quartier Administratif - Chellah - Rabat Phone: (212) 5 37 67 75 01 - 08 • Fax : (212) 5 37 67 75 27/28 www.finances.gov.ma

CONSEIL DEONTOLOGIQUE DES VALEURS MOBILIERES (CDVM) 6, Rue Jbel Moussa, Agdal - Rabat Phone: (212) 5 37 68 89 00 • Fax : (212) 5 37 68 89 46 www.cdvm.gov.ma

MAROCLEAR Route d’El Jadida, 18, Cité Laia - Casablanca Phone: (212) 5 22 98 31 31 • Fax : (212) 5 22 99 44 64 www.maroclear.com

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Casablanca Stock Exchange S.E.Compagny Register : CASA 79057

Address : Angle Avenue des Forces Armées Royales

et Rue Arrachid Mohamed - Casablanca - Morocco

Phone: (212) 5 22 45 26 26/27 - Fax : (212) 5 22 45 26 25

Website : www.casablanca-bourse.com

Contact : [email protected]

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