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ANNUAL REPORT2006

Casablanca Stock Exchange

S.A with Managing Board and Supervisory Board

Share Capital : MAD 15,664,400

Company Register : CASA 79057

Address : Angle Avenue des Forces Armées Royales

et Rue Arrachid Mohamed - Casablanca - Morocco

Tel.: (212) 22 45 26 26/27 - Fax : (212) 22 45 26 25

Website : www.casablanca-bourse.com

Contact : [email protected]

ANNUAL REPORT 2006

ANNUAL REPORT 2006

CHAIRMAN’S MESSAGE 5

GOVERNANCE 7

KEY FIGURES 13

2006 HIGHLIGHTS 15

ECONOMIC ENVIRONMENT 21

STOCK MARKET 25

2006 FINANCIAL STATEMENTS 33

STATUTORY AUDITORS’ GENERAL REPORT 39

RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 42

USEFUL CONTACTS 45

CONTENTS

CHAIRMAN’S MESSAGE

Dear Shareholders,

In 2006, which saw the culmination of our three-year strategy entitled Future 2006˝, the Casablanca Stock Exchange turned in an exceptional performance in several respects.

First, our financial performance; our sales rose by 77.5% compared to the previous year to MAD 141.8 million. Our operating income leapt by 172% to MAD 79.8 million and our net income registered an increase of 76% to MAD 53.4 million, resulting in a ROE approaching the 20% mark.

This was also an exceptional year in terms of the rise in the number of initial public offerings with 10 new stock market listings. This figure underlines the renewed confidence by both investors and issuers in the stock market.

Such a performance is no mere coincidence but rather the result of a sustained effort by all interested parties who have made the stock market a beneficial and viable economic growth driver. Today, we believe that the Casablanca Stock Exchange has become both a profitable and competitive managing company.

In order to carry out such a sizeable change, several projects have been implemented including the recruitment of new staff, changes to our organisational structure and the adoption of a new visual identity to reflect the firm as it is today.

Backed by such achievements, the outlook for 2007 is promising in our opinion.

The renewal of corporation tax exemption for a further three years which is a major incentive for businesses intending to list their shares, the modernisation of our technological systems similar to those of major European stock markets and the implementation of the 2007-2009 corporate strategic plan are all challenges which will enable the Casablanca Stock Exchange to pursue its strategy of value-creation on the back of a financial year 2006 which was exceptional in all respects.

Amine BENABDESSLEMChairman of the Managing Board

CHAIRMAN’S MESSAGE

5

GOVERNANCE

GOVERNANCE

In order to further improve the quality of its governance, the Supervisory Board has instigated a series of measures and rules which should result in more rigorous and transparent management in line with international standards.

For this purpose, the Supervisory Board’s battery of measures includes :

• Adopting The Charter for Supervisory Board Members˝ which is a document which clearly outlines the rights and obligations by which each member of the Supervisory Board must adhere.

• Introducing three Technical Standing Committees˝ made up of experts :

- The Audit Committee examines the accounts, ensures that the annual management budget is respected and that the Managing Company complies with the terms and conditions relating to the concession.

The Audit Committee is also involved in determining the firm’s accounting principles and policies, drawing up the accounts, internal control procedures and off-balance sheet risks and commitments.

- The Appointments & Remuneration Committee, as its name suggests, is responsible for devising overall policy regarding the variable component of the Casablanca Stock Exchange’s directors’ remuneration, the remuneration of the Chairman and members of the Managing Board as well as the appointment of the Chairman and Vice-Chairman to the Supervisory Board and members of the technical committees.

- The Strategy & Business Development Committee is involved in establishing the institution’s business strategy including decisions on major disposals and acquisitions, partnership agreements, internal restructuring and significant financial transactions.

8 9

ANNUAL REPORT 2006

In addition to these standing committees, other committees meet on an ad hoc basis to study specific projects :

• The adoption of In-house Rules which define the organisation and functioning of the Supervisory Board, the technical standing committees and the Managing Board.

• The introduction of good governance indicators measuring the number of meetings of the Supervisory Board and of the specialist committees as well as members’ average attendance rate.

The Managing Board is responsible for the day-to-day management of the Casablanca Stock Exchange and is made up of a Chairman, elected by the Supervisory Board for a three-year term and another member. Its operational procedures are defined in the in-house rules.

The Managing Board’s mission consists of :

• Ensuring that the institution’s business strategy is implemented;

• Informing the Supervisory Board of the achievements of the various divisions by means of a quarterly management report;

• Preparing the annual financial statements;

• Ensuring the quality of information provided to the Supervisory Board and to the general public.

8 9

ATTIJARI INTERMEDIATION, represented byMr. El Houssine SAHIB, Chairman of the Supervisory Board

SAFABOURSE, represented byMr. Hassan BOUBRIK, Vice-Chairman of the Supervisory Board

BMCE CAPITAL BOURSE, represented byMr. Youssef BENKIRANE, Supervisory Board Member

BMCI BOURSE, represented byMr. Mohamed AMRANI, Supervisory Board Member

CFG MARCHES, represented byMr. Younès BENJELLOUN, Supervisory Board Member

CREDIT DU MAROC CAPITAL, represented byMr. Yacine BEKBACHY, Supervisory Board Member

EUROBOURSE, represented byMr. Omar AMINE, Supervisory Board Member

ICF AL WASSIT, represented byMr. Samir KLAOUA, Supervisory Board Member

MAROC SERVICES INTERMEDIATION, represented byMr. Si Mohamed MAGHRABI, Supervisory Board Member

SOGEBOURSE, represented byMr. Karim BERRADA, Supervisory Board Member

UPLINE SECURITIES, represented byMr. Jalal HOUTI, Supervisory Board Member

WAFA BOURSE, represented byMr. Jalal BERRADY, Supervisory Board Member

Government Commissioner

Mrs. Fouzia ZAABOUL

Supervisory Board at 1 April 2007

GOVERNANCE

10 11

Shareholders at 1 April 2007

The share-capital of the Casablanca Stock Exchange, totalling MAD 15,664,400, is held in equal parts by the 14 brokerage firms operating in the market.

Alma Finance Group

Attijari Intermédiation

BMCE Capital Bourse

BMCI Bourse

CFG Marchés

Crédit Du Maroc Capital

Eurobourse

Finergy

ICF Al Wassit

Maroc Services Intermédiation

Safabourse

Sogebourse

Upline Securities

Wafa bourse

Managing Board at 1 April 2007

Mr. Amine BENABDESSLEM - Chairman of the Managing Board

Mr. Omar DRISSI KAITOUNI - Member of the Managing Board & Director of Information Systems

Organisational Chart at 1 April 2007

Trading Clearing Production Systems Marketing General Affairs Accounting Compliance Communication

Supp or t

Markets Department Information SystemsDepartment

Business DevelopmentDepartment Finance Depar tment Corp orate Planning

Depar tment

Managing Board

ANNUAL REPORT 2006

10 11

KEy FIGURES At 31 december 2006

Operating revenues : + 73.6%

For the year ended 31 December 2006, the Casablanca Stock Exchange’s operating revenues registered an increase of 73.6% to MAD 142.1 million, against MAD 81.9 million in 2005. This was largely due to an increase in trading volume.

Operating Expenses : + 18.6%

Operating revenues registered an increase of 18.6% to MAD 62.3 against MAD 52.5 million in 2005.

Operating Income : + 172 %

For the year ended 31 December 2006, operating income leapt by 172% to MAD 79.8 million against MAD 29.3 million in 2005.

Net Income : + 76%

At 31 December 2006, the Casablanca Stock Exchange’s net income registered a marked increase of 76% to MAD 53.4 million against MAD 30.4 million the previous year.

This r ise was due to the increase in sales as well as cost savings.

Shareholders’ Equity : + 23.6%

The Casablanca Stock Exchange’s shareholders’ equity registered an increase of 23.6% to MAD 268.1 million against MAD 216.9 million in 2005.

ANNUAL REPORT 2006

12 13

2006 HIGHLIGHTS

2006 HIGHLIGHTS

2006 saw the culmination of the three-year strategic plan entitled Future 2006˝ implemented by the Casablanca Stock Exchange.

This strategic plan has focused on three major challenges :

• To improve market liquidity;

• To increase the number of listed companies;

• To design a Futures Market.

For the year ended 2006, the achievements of the Future 2006˝ strategic plan were as follows :

A record number of initial public offerings with 10 new company listings

During 2006, the Casablanca Stock Exchange registered 10 new initial public offerings by companies in search of funds to finance their growth.

Four companies on the Main Market :

• The flotation of RISMA by issuing equity, becoming the first company in the tourism sector to be listed;

• The flotation of DOUJA PROMOTION GROUPE ADDOHA by sale of part of its share capital;

• The flotation of COLORADO by sale of part of its share capital;

• The flotation of FENIE BROSSETTE by issuing equity.

Two companies on the Development Market :

• The flotation of DISTRISOFT MAROC by sale and issue of equity;

• The flotation of HPS by sale of part of its share capital.

Four companies on the Growth Market :

• The flotation of MEDIACO MAROC by issuing equity;

• The flotation of CARTIER SAADA by issuing equity;

• The flotation of SRM by issuing equity;

• The flotation of INVOLYS by sale and issue of equity.

16 17

Technical developments of the exchange

Technical developments involve a number of projects :

• An increase in the number of companies traded on a continuous basis with the aim of improving the liquidity of securities traded by multi-auction;

• Support for implementing the High-Speed Securities Settlement System (RTGS), initiated by Bank Al-Maghrib, by conducting an impact study about its adoption;

This system is one of the many endeavours made by Morocco’s financial system to comply with international standards. It results in reduced risk thanks to the real-time preliminary monitoring of the provision and settlement of orders;

• The development of NSC V900, a new version of the trading platform.

The Casablanca Stock Exchange continues to develop its information systems by :

• Acquiring Business Object˝ and SPSS˝ software to improve the quality and speed of its reporting procedures, analyse data and statistical studies;

• By adopting an Intrusion Detection System to detect any attempt to interfere with the Casablanca Stock Exchange’s network via the internet.

Initiatives to promote the stock market

The Casablanca Stock Exchange undertook numerous actions on behalf of its various target customers aimed at promoting market activity. These included organising technical seminars on the Futures Market and a variety of professional and training-related events such as Workshops, Meetings with the Press and Stock Exchange School Workshops, expanding its range of brochures, conducting well-targeted communication campaigns and continuing to prospect firms which may potentially be listed.

The Casablanca Stock Exchange has also developed partnerships by tacit agreement with foreign exchanges by organising visits by delegations to African countries.

Redesigning the firm’s visual identity

Aware of the need to communicate around the major changes that the firm has undergone, the Casablanca Stock Exchange has redesigned its visual identity.

ANNUAL REPORT 2006

16 17

Whilst the olive tree was retained as the company’s traditional logo, a new blue and grey colour scheme was adopted.

In this regard, a number of actions were implemented, including :

• An overhaul of the website’s contents and graphics in line with the new visual identity;

• Adapting the firm’s entire visual communications media;

• Adapting and expanding the range of publications.

Human resources development

2006 resulted in a number of actions aimed at developing the firm’s human resources. A new organisational structure was adopted, a number of new employees were recruited and others were transferred internally on the basis of their skills. There was a considerable increase in the number of skills-development training programmes enabling those benefiting from such training to develop their expertise.

Tighter internal control measures

The Casablanca Stock Exchange also established a partnership with a firm specialising in corporate risk assessment.

With the aim of identifying the various risks associated with each of the firm’s divisions, this study resulted in the drawing up of an action plan which should see a set of corrective measures being implemented in 2007.

18 19

ANNUAL REPORT 2006

18 19

ECONOMIC ENVIRONMENT

ECONOMIC ENVIRONMENT

Despite an increase in the oil price, the global economy maintained positive growth in 2006.

According to the International Monetary Fund, global GDP rose by 5.1% thanks to robust

international trade and monetary policy which kept inflation in check.

In the United States, GDP rose by 3.4% boosted by domestic consumption and an improvement

in the labour market.

Likewise, economic growth in Japan was sustained due to robust investment and a rebound in

domestic consumption. Japan’s GDP rose by 2.2%.

As far as the Euro zone is concerned, stronger domestic demand and growth in exports, particular

to Russia and China, resulted in a 2.7% increase in GDP.

The economic environment for developing countries remained positive overall, benefiting from

robust global demand, firm raw material prices and favourable financing terms. Such a context

gave rise to stronger domestic demand.

INTERNATIONAL ECONOMY

22 23

ANNUAL REPORT 2006

The domestic economy in 2006 experienced a positive revival in terms of growth whilst its key

macro-economic indicators were healthy. Real GDP rose by 8.1% compared to 2.4% in 2005.

Such a performance resulted from growth in several sectors such as building and public

works, industrial production and tertiary activities such as tourism, transportation and

telecommunications.

Public finances continued to improve thanks to an increase in tax revenues and a rationalisation

of public expenditure in particular by reducing compensation subsidies by a gradual alignment

with international petroleum prices.

In addition, boosted by infrastructure projects in various sectors, the gross investment ratio

reached 29.4%.

Foreign trade registered a significant increase compared to 2005 which can be attributed to

a healthy performance in transfers from Moroccans living abroad (+17.2%) and revenues from

tourism (+29.2%).

Inward investment and overseas private lending maintained positive growth to total MAD

28.1 billion, thereby confirming Morocco’s attractiveness on an international scale.

DOMESTIC ECONOMY

22 23

STOCK MARKET

International stock markets closed 2006 in positive territory.

Paris’ CAC 40 advanced by 17.7% to 5,544.14 points against 4,709.56 points in 2005.

New York’s Dow Jones index closed the year with a gain of 16.5% at 12,512.90 points against 10,738.56 points in 2005.

The FTSE 100 index, benchmark for the London Stock Exchange, registered an annual rise of 10.7% to 6,220.80 points against 5,618.80 in 2005.

The Nikkei 225, bellwether index of the Tokyo Stock Exchange, recorded a year-on-year gain of 6.9% to close at the 17,225.833 level compared to 16,111.43 in 2005.

Stock Market Index 2006 Performance

FRANCE CAC 40 17.7%

UNITED STATES Dow Jones 16.5%

UNITED KINGDOM FTSE 100 10.7%

JAPAN Nikkei 225 6.9%

26 27

INTERNATIONAL STOCK MARKETS

For the year ended 31 December 2006, the Casablanca Stock Exchange’s indices rose strongly with the MASI®FLOAT and the MADEX®FLOAT recording gains of 71.14% and 77.66% to close at the 9,479.45 and 7,743.81 levels respectively.

For the year ended 31 December 2006, the stock market’s capitalisation reached MAD 417.1 billion, an increase of 65.30% compared to 2005. This was largely attributable to the high number of public offerings.

Market Performance

10,000

9,000

8,000

7,000

6,000

5,000

4,000DEC05

JAN06

FEB06

MAR06

APR06

MAY06

JUNE06

JULY06

AUG06

SEPT06

OCT06

NOV06

DEC06

Monthly Performanceof MASI®Float and MADEX®Float in 2006

Market Capitalisation in 2006(in MAD billions)

450400350300250200150100 50

0JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC

298.2325.4

340.2370.3

324.6 325.2 325.6

365.4 373.1 384.2400.5

417.1

ANNUAL REPORT 2006

Market Capitalisation

26 27

DOMESTIC STOCK MARKET

Regarding sector weightings, the telecommunications sector was top-ranked for the third consecutive year with 27.3% of total capitalisation followed by the banking sector with 25.4% and the construction sector with 12.3%.

In 2006, total trading volume rose by 10.47% to MAD 166.4 billion against MAD 150.6 billion in 2005.

Trading Volumes

Trading Volume 2005 2006 Annual Change

Central MarketEquitiesBondsBlock-trade MarketEquitiesBondsInitial Public OfferingsPublic OffersEquity IssuesTender of SecuritiesEquitiesBondsTransfersTotal

28 29

Market Capitalisation by Sector at 31 December 2006

Telecommunications 27.3%

Banks 25.4%

Construction and Building Materials 12.3%

Holding Companies 10.2%

Property 9.3%

Oil & Gas 3.1%

Food-processing 2.9%

Others 9.5%

27.3%

25.4%

12.3%

10.2%

9.3%

3.1%

2.9%

9.5%

38,278,174,186.6437,517,977,496.16

760,196,690.4860,931,238,644.5660,919,500,434.96

11,738,209.604,359,685,200.001,190,236,150.002,134,047,200.00

43,694,284,344.2843,607,197,604.28

87,086,740.0063,521,237.12

150,651,186,962.60

118,684,758,870.64117,385,295,480.06

1,299,463,390.5820,404,923,605.2418,967,570,789.70

1,437,352,815.5413,055,502,400.00

18,156,736.003,708,501,730.00

10,347,509,488.0010,347,509,488.00

201,406,913.80166,420,759,743.68

210.06%212.88%

70.94%-66.51%-68.86%

12,145.08%199.46%-98.47%73.78%

-76.32%-76.27%

-100.00%217.07%

10.47%

ANNUAL REPORT 2006

In 2006, average daily volume on the Central Market and Block-trade Market rose by 49.53%.

Number of Transactions 2005 2006 Annual Change

40,00035,000

30,00025,00020,000

15,00010,000 5,000

0JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC

6,777

15,13212,712

5,609

18,566

10,684

15,526

5,960

10,2778,675

36,528

19,975

Monthly Change in Trading Volume in 2006(in MAD millions)

28 29

Telecommunications 27.3%

Banks 25.4%

Construction and Building Materials 12.3%

Holding Companies 10.2%

Property 9.3%

Oil & Gas 3.1%

Food-processing 2.9%

Others 9.5%

159,551

159,454

97

893

890

3

160,444

639

Central Market

Equities

Bonds

Block-trade Market

Equities

Bonds

Total

Daily Average

237,752

237,665

87

245

227

18

237,997

956

49.01%

49.05%

-10.31%

-72.56%

-74.49%

500.00%

48.34%

49.53%

Initial Public Offerings

During 2006, the Casablanca Stock Exchange enjoyed a record number of IPOs. The following 10 companies were listed :

• On 15 May 2006, the flotation of RISMA by issuing 1,041,666 shares at MAD 240 per share.

• On 12 June 2006, the flotation of MEDIACO MAROC by issuing 35,000 new shares at MAD 495 per share.

• On 21 June 2006, the flotation of CARTIER SAâDA by issuing 120,000 new shares at MAD 185 per share.

• On 6 July 2006, the initial public offering of 35% of the share capital of DOUJA PROMOTION GROUPE ADDOHA or 4,725,000 shares at MAD 585 per share.

• On 26 September 2006, the flotation of DISTRISOFT by issuing 76,387 shares and increasing share capital by 33,613 shares at MAD 595 per share.

• On 27 October 2006, the initial public offering of 30% of the share capital of COLORADO, 270,000 shares at MAD 514 per share.

• On 4 December 2006, the flotation of FENIE BROSSETTE by issuing 338,984 shares at MAD 295 per share.

• On 12 December 2006, the flotation of SRM by issuing 70,000 new shares at MAD 390 per share.

• On 14 December 2006, the flotation of INVOLYS by sale of 28,314 shares and by issuing 137,686 shares at MAD 316 per share.

• On 27 December 2006, the initial public offering of 30% of the share capital of HPS, 195,000 shares at MAD 850 per share.

Public Offers

30 31

Bond Issues

During 2006, four corporate bonds were issued for an amount totalling MAD 2,925 million.

Issuer Subscribed amount Nominal value Maturity Nominal rate Interest payments (in MAD millions) (MAD)

1,500

1,000

25

400

2,925

ONA

ONA

TASLIF

ONCF (tranche A)

Total

100,000

100,000

100,000

100,000

10 years

5 years

5 years

15 years

5.45%

4.27%

4.97%

4.15%

31/03/2006

25/07/2006

22/09/2006

20/12/2006

ANNUAL REPORT 2006

Equity Issues

During 2006, there was a rise in the number of companies issuing equity as follows :

• In cash :

Increase in CIH’s share capital from MAD 332,336,300 to MAD 2,182,336,300, reserved for existing shareholders.

Increase in REBAB COMPANY’s share capital from MAD 16,041,500 to MAD 17,645,600.

Increase in Le CARTON’s share capital from MAD 761,900 to MAD 25,142,700.

• By conversion or repayment of bonds :

Increase in RISMA’s share capital from MAD 407,086,900 to MAD 437,485,900 by conversion of debt into equity.

Increase in BMCI’s share capital from MAD 828,599,300 to MAD 828,797,900 and from MAD 994,557,400 to MAD 999,200,300 by conversion of debt into equity.

Increase in RISMA’s share capital from MAD 541,652,500 to MAD 556,382,800 by conversion of debt into equity.

Increase in RISMA’s share capital from MAD 556,382,800 to MAD 623,201,200 by conversion of debt into equity

• By capitalising reserves and issuing bonus shares :

Increase in BMCI’s share capital from MAD 828,797,900 to MAD 994,557,400.

Increase in DARI COUSPATE’s share capital from MAD 27,125,000 to MAD 29,837,500.

Increase in AUTO NEJMA’s share capital from MAD 77,520,000 to MAD 85,272,000.

Increase in OULMES’ share capital from MAD 55,000,000 to MAD 165,000,000.

Increase in MEDIACO MAROC’s share capital from MAD 17,500,000 to MAD 30,625,000. Increase in LGMC’s share capital from MAD 71,410,560 to MAD 119,017,600.

30 31

2006 FINANCIAL STATEMENTS

FIX

ED

AS

SE

TS

BALANCE SHEET - ASSETS AT 31 DECEMBER 2006

34 35

CC

UR

RE

NT

AS

SE

TS

CA

SH

A S S E T S

FISCAL YEAR 2006 FISCAL YEAR 2006

Gross Depreciation charges and provisions

Net Net

CAPITALISED COSTS (A)• Start-up costs• Deferred costs• Premium on the redemption of debenturesINTANGIBLE ASSETS (B)• Research & development• Patents, trademarks, intellectual rights and others• Goodwill• Other intangible assetsTANGIBLE FIXED ASSETS (C)• Land• Buildings• Plant and machinery• Vehicles• Office furniture, fixtures and fittings• Other tangible fixed assets• Work in progressINVESTMENTS (D)• Long-term loans• Other financial receivables• Investments in non-consolidated companies• Other investments and securitiesTRANSLATION ADJUSTMENTS (ASSETS) (E)• Decrease in financial receivables• Increase in financial liabilities

TOTAL I (A + B + C + D + E)STOCKS (F)• Goods• Raw materials and supplies• Work in progress• Semi-finished goods• Finished goodsRECEIVABLES (G)• Trade receivables, prepayments• Accounts receivable• Staff• Tax receivable• Shareholders’ accounts• Other receivables• Adjustment account (Assets)SECURITIES HELD FOR SALE (H)TRANSLATION ADJUSTMENTS (ASSETS) (I) (Current items)

TOTAL II ( F + G + H + I )CASH & CASH EQUIVALENT -ASSETS• Cheques awaiting deposit• Bank deposits• Cash in hand

TOTAL III TOTAL ASSETS I + II + III

9,854,456.34

4,510,256.52

5,344,199.82 34,044,616.60

2,989,897.97 227,620.67

28,686,465.89 4,923.07

2,135,709.00 83,331,806.74

655,451.2581,676,355.49

1,000,000.00

127,230,879.68

13,481,313.86

7,786,410.94 69,009.70

947,661.81

4,678,231.41 216,387,783.26

212.00

229,869,309.12 6,932,703.82

6,923,943.69

8,760.13 6,932,703.82

364,032,892.62

3,246,211.27

3,246,211.27

20,392,834.17

2,663,748.73 220,328.98

17,508,756.46

23,639,045.44

18,762.56

18,762.56

18,762.56

23,657,808.00

6,608,245.07

1,264,045.25

5,344,199.82 13,651,782.43

326,149.24 7,291.69

11,177,709.43 4,923.07

2,135,709.00 83,331,806.74

655,451.25 81,676,355.49

1,000,000.00

103,591,834.24

13,462,551.30

7,767,648.38 69,009.70

947,661.81

4,678,231.41 216,387,783.26

212.00

229,850,546.56 6,932,703.82

6,923,943.69

8,760.13 6,932,703.82

340,375,084.62

556,174.72

388,174.72

168,000.00 11,132,855.14

156,514.70 10,625.02

9,988,792.35 4,923.07

972,000.00 98,030,537.43

711,537.19 96,319,000.24

1,000,000.00

109,719,567.29 195,114.69

195,114.69

34,212,777.47

20,629,366.51 69,668.85

8,392,891.05

1,800,00 5,119,051.06

115,681,939.48 136.28

150,089,967.92

3,298,734.70

3,294,796.20 3,938.50

3,298,734.70 263,108,269.91

BALANCE SHEET - LIABILITIES AT 31 DECEMBER 2006

ANNUAL REPORT 2006

(1) Capital invested by shareholders(2) Positive (+); Negative (-)

34 35

FISCAL YEAR 2006 FISCAL YEAR 2005

L I A B I L I T I E S

LO

NG

TE

RM

FIN

AN

CIN

GC

CU

RR

EN

T L

IAB

ILIT

IES

CA

SH

SHAREHOLDERS’ EQUITY• Common stock (1)• Less : shareholders’ subscribed uncalled capital Called-up capital including MAD 14,545,600 paid-up• Share premium account• Revaluation reserve• Statutory reserve • Other reserves• Retained earnings (2)• Net income pending appropriation (2)• Net income for the period (2)

TOTAL SHAREHOLDERS’ EQUITY (A)SHAREHOLDERS’ EQUITY EQUIVALENT (B)• Investment subsidies• Regulatory provisionsLONG-TERM LIABILITIES (C)• Debentures• Other long-term debtPROVISIONS FOR CONTINGENCIES AND EXPENSES (D)• Provisions for contingencies• Provisions for expensesTRANSLATION ADJUSTMENTS (LIABILITIES) (E)• Increase in financial receivables• Decrease in long-term debt

TOTAL I (A + B + C + D + E)CURRENT LIABILITIES (F)• Trade creditors and other accounts payable• Accounts payable, prepayments• Staff• Staff benefits• Tax payable• Shareholders’ accounts• Other payables• Adjustment account (Liabilities)OTHER PROVISIONS FOR CONTINGENCIES AND EXPENSES (G)TRANSLATION AJUSTMENT (LIABILITIES) (current items) (H)

TOTAL II (F + G + H)CASH & CASH EQUIVALENT - LIABILITIES• Discount notes• Treasury notes• Bank loans and overdrafts

TOTAL IIITOTAL GENERAL ( I + II + III )

14,545,600.00

14,545,600.00

2,045,475.00

1,454,560.00 128,786,624.35

67,854,376.81

53,441,768.74 268,128,404.90

12,215,589.69

12,215,589.69

280,343,994.59 60,030,878.03 10,728,412.85

7,191,894.33 3,220,462.69

21,775,944.55

17,114,163.61

212.00

60,031,090.03

340,375,084.62

14,545,600.00

14,545,600.00

2,045,475.00

1,454,560.00 128,786,624.35

39,667,048.80

30,369,168.01 216,868,476.16

6,396,250.74

6,396,250.74

223,264,726.90 38,135,809.92

4,197,564.14

4,313,026.26 2,390,682.10

17,395,773.98

9,836,883.44 1,880.00

136.28 4,079.63

38,140,025.83

1,703,517.18 1,703,517.18

263,108,269.91

I NCOME STATEMENT

OP

ER

AT

IN

G

36 37

FI

NA

NC

IA

L

D E S C R I P T I O N

O P E R A T I O N S

Specific to the financial year (1)

Previousfinancial year (2)

Financial year 2006

Totals (3=1+2)

Financial year 2005

Totals (3=1+2)

OPERATING REVENUES• Sale of goods (in their current state)• Sale of finished goods and services Sales• Change in stocks (+/-) (1)• Fixed assets produced by the Company for internal use• Operating subsidies• Other operating income• Operating write-backs: transfer of expenses

TOTAL IOPERATING EXPENSES• Cost of goods sold (2)• Purchase of materials and furnishings (2)• Other external expenses• Taxes other than on income • Staff costs• Other operating expenses• Operating provisions TOTAL IIOPERATING INCOME (I - II)FINANCIAL REVENUES• Income from equity interests and other long-term investments• Foreign exchange gains• Interest and other financial income• Financial write-backs : transfer of expenses

TOTAL IVFINANCIAL EXPENSES• Interest expenses• Foreign exchange losses• Other financial expenses• Financial provisions

TOTAL VFINANCIAL INCOME (IV - V)RECURRING INCOME (III + VI)

141,782,451.37 141,782,451.37

16,666.67 309,922.10

142,109,040.14

2,171,294.16

14,877,055.83 15,167,436.53 25,865,892.13

2,100,000.00 2,096,886.55

62,278,565.20

1,838.84

8,848,911.11 136.28

8,850,886.23

1,904.40 22,311.05

642,644.75 212.00

667,072.20

45.29 45.29

45.29

95.55

95.55

141,782,496.66 141,782,496.66

16,666.67 309,922.10

142,109,085.43

2,171,294.16

14,877,151.38 15,167,436.53 25,865,892.13

2,100,000.00 2,096,886.55

62,278,660.75 79,830,424.68

1,838.84

8,848,911.11 136.28

8,850,886.23

1,904.40 22,311.05

642,644.75 212.00

667,072.20 8,183,814.03

88,014,238.71

182,422.28 79,676,592.79 79,859,015.07

16,666.67 2,002,727.23

81,878,408.97

1,608,837.77

13,670,424.37 9,746,979.17

23,422,489.49 1,800,000.00 2,280,839.11

52,529,569.91 29,348,839.06

12,484.28

9,095,784.14 16,928.34

9,125,196.76

4,935.97 3,905.88

642,644.75 136.28

651,622.88 8,473,573.88

37,822,412.94

I

II

IIIIV

V VIVII

I NCOME STATEMENT

ANNUAL REPORT 2006N

ON

RE

CU

RR

IN

G

(1) Change in inventories : closing inventories less opening inventories (increase (+) or decrease (-)).(2) Cost of goods sold or Goods purchased : purchase less change in inventories.

36 37

D E S C R I P T I O N

O P E R A T I O N S

Specific to the financial year (1)

Previousfinancial year (2)

Financial year 2006

Totals (3=1+2)

Financial year 2005

Totals (3=1+2)

RECURRING INCOME (brought forward)NON-RECURRING REVENUES• Income from the disposal of fixed assets • Balancing subsidy• Investment subsidy write-backs• Other non-recurring income• Non-recurring write-backs : transfer of charges

TOTAL VIIINON-RECURRING EXPENSES• Net depreciation values of fixed assets sold • Fixed assets sold• Subsidies granted• Other non-recurring expenses • Non-recurring amortisation and depreciation charges

TOTAL IXNON-RECURRING INCOME (VIII - IX)INCOME BEFORE TAXES (VII + or - X)CORPORATION TAXNET INCOME (XI - XII )

TOTAL REVENUES (I + IV + VIII)TOTAL EXPENSES (II + V + IX + XII)NET INCOME (total revenues less total expenses)

28,000.00

896,867.40 8,962.92

933,830.32

4,495.23

636,708.19 5,828,301.87

6,469,505.29

29,036,795.00

88,014,238.71

896,867.40 8,962.92

933,830.32

636,708.195,828,301.87

6,469,505.29 -5,535,674.97 82,478,563.74 29,036,795.0053,441,768.74

151,893,801.9898,452,033.2453,441,768.74

37,822,412.94

28,000.00

256,002.83 6,413,000.00 6,669,002.83

4,495.23

102,402.66 794,360.10

896,762.76 5,772,240.07

43,594,653.01 13,225,485.0030,369,168.01

97,672,608.56 67,303,440.55 30,369,168.01

VIIVIII

IX

XXIXIIXIII

XIVXVXVI

STATUTORY AUDITORS’

GENERAL REPORT

At 31 December 2006

STATUTORY AUDITORS’ G E N E R A L R E P O R TFOR THE YEAR ENDED 31 DECEMBER 2006

In accordance with the terms of our appointment at your Annual General Meeting of 9 March 2004, we have audited the attached financial statements of the Casablanca Stock Exchange for the financial year ended 31 December 2006 comprising the balance sheet, income statement, management accounting statement, cash flow statement and additional information statement. These financial statements, which show shareholders’ equity and equivalent of MAD 280,343,995 including net income of MAD 53,441,769, are the responsibility of the Company’s management bodies. We are responsible for issuing an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the professional standards applicable in Morocco. These standards require that we plan and prepare our audit so as to obtain reasonable assurance that the financial statements are free of material misstatement. An audit consists of an examination, on a sample basis, of documents supporting the amounts and information contained in the financial statements. An audit also involves an assessment of the accounting principles used, of significant estimates made by senior management and of the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Opinion on the financial statements

In our opinion, the financial statements referred to in the first paragraph above give, in all material aspects, a true and fair view of the financial position of the Casablanca Stock Exchange at 31 December 2006 and of the results of its operations and of changes in its cash flows for the year then ended, in accordance with generally accepted accounting principles in Morocco.

Specific verifications and information

We have also performed the specific verifications as required by law and we satisfied ourselves in particular as to the consistency of the information provided in the Management Report of the Managing Board addressed to shareholders with the Company’s financial statements.

Casablanca, 26 February 2007

Statutory Auditors

PRICE WATERHOUSE FIDAROC GRANT THORNTON

A. Bidah F. MekouarPartner Managing Partner

ANNUAL REPORT 2006

40 41

42 43

RESOLUTIONS OF THE ANNUAL

GENERAL MEETING OF

SHAREHOLDERS

First resolution

The Annual General Meeting, having heard the Management Report of the Managing Board, the remarks of the Supervisory Board on the said report and the Statutory Auditors’ General Report, approves them in their entirety as well as the balance sheet and income statement for the financial year ended 31 December 2006, which shows net income of MAD 53,441,768.74.

This resolution was put to the vote and approved unanimously.

Second resolution

The Annual General Meeting gives members of the Board of Directors and of the Supervisory Board full and final discharge of their responsibilities for the financial year ended 31 December 2006.


of 08 june 2007

Third resolution

The Annual General Meeting, upon the proposal of the Board of Directors, decides to appropriate income as follows :

Net income for the 2006 financial year 53,441,768.74Brought forward from previous year 39,667,048.80 Total distributable income 93,108,817.54The Annual General Meeting appropriates income as follows :To statutory reserves 0.00To other reserves 90,926,977.54For payment of a dividend 2,181,840.00 Balance 0,00To be carried forward.The dividend payment date is set as 11 June 2007.


Fourth resolution

The Annual General Meeting endorses the decision to allocate to members of the Supervisory Board a gross sum of MAD 1,800,000 as directors’ fees for the 2006 financial year and for the Board to appropriate this sum amongst members.


Fifth resolution

The Annual General Meeting, having heard the Statutory Auditors’ Special Report relating to regulatory agreements referred to in article 95 and those which follow of law 17/95 relating to sociétés anonymes, approves the conclusions of the said report.


Sixth resolution

The Annual General Meeting appoints the firms Price Waterhouse, represented by Mr. Aziz BIDAH and FIDAROC, represented by Mr. Faiçal MEKOUAR, acting as joint statutory auditors for the financial years 2007, 2008 and 2009, whose mission is to verify and monitor the company’s financial statements and produce a report for the next Annual General Meeting during which they will give an account of their mission.


Seventh resolution

The Annual General Meeting gives all powers to the bearer of a copy or extract of the present documents to carry out the formalities required by law.


ANNUAL REPORT 2006

42 43

BROKER AGE FIRMS

ALMA FINANCE GROUP4 Lot. La colline - 20 190 - Casablanca - MoroccoTel.: (212) 22 58 12 02 • Fax : (212) 22 58 11 74www.almafinance.com

ATTIJARI INTERMEDIATION163, Av. Hassan II - Casablanca - MoroccoTel.: (212) 22 49 14 82 • Fax : (212) 22 20 25 15www.attijariwafabank.com

BMCE CAPITAL BOURSEBMCE siège - 140, Av. Hassan II - Casablanca - MoroccoTel.: (212) 22 48 10 01 • Fax : (212) 22 48 09 52www.bmcek.co.ma

BMCI BOURSEBd. Bir Anzarane, Immeuble Romandie - Casablanca - MoroccoTel.: (212) 22 39 32 10 • Fax : (212) 22 39 32 09www.bmcinet.com

CFG MARCHES5 - 7, Rue Ibn Toufaïl, Quartier Palmier - Casablanca - MoroccoTel.: (212) 22 25 01 01 • Fax : (212) 22 98 11 12www.cfgmorocco.com

CREDIT DU MAROC CAPITAL8, Rue Ibnou Hilal, Quartier Racine - Casablanca - MoroccoTel.: (212) 22 94 07 44 • Fax : (212) 22 94 07 66www.cdm.co.ma

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

FINERGY29, Rue Bab El Mansour, Espace Porte d’AnfaCasablanca - MoroccoTel.: (212) 22 36 87 76 • Fax : (212) 22 36 87 84www.finergy.ma

ICF AL WASSIT29, Rue Bab El Mansour, Espace Porte d’AnfaCasablanca - MoroccoTel.: (212) 22 36 93 84/89 • Fax : (212) 22 39 10 90www.cpm.co.ma

MAROC SERVICES INTERMEDIATIONImm. Zénith, Rés. Tawfiq, Sidi Maârouf - Casablanca - MoroccoTel.: (212) 22 97 49 61 • Fax : (212) 22 97 49 73/74www.msin.ma

SAFABOURSE9, Bd. Kennedy - Casablanca - MoroccoTel.: (212) 22 36 20 20 • Fax : (212) 22 36 78 78www.safabourse.com

SOGEBOURSE55, Bd. Abdelmoumen - Casablanca - MoroccoTel.: (212) 22 43 98 40 • Fax : (212) 22 26 80 18www.sgmaroc.com

UPLINE SECURITIES37, Angle Bd. Abdellatif Benkaddouret Rue Ali Ben Abderrazak - Casablanca - MoroccoTel.: (212) 22 95 49 60/61 • Fax : (212) 22 95 49 62/63www.upline.co.ma

WAFA BOURSE163, Av. Hassan II - Casablanca - MoroccoTel.: (212) 22 43 68 09 • Fax : (212) 22 20 25 15www.attijariwafabank.com

PROFESSIONAL ASSOCIATION

ASSOCIATION PROFESSIONNELLE DES SOCIETESDE BOURSE (APSB)Angle Av. des Forces Armées Royaleset Rue Arrachid Mohamed Casablanca - Morocco Tel.: (212) 22 54 23 33/34 • Fax : (212) 22 54 23 36www.apsb.org.ma

MARKE T INSTITUTIONS

MINISTERE DES FINANCES ET DE LA PRIVATISATIONDIRECTION DU TRESOR ET DES FINANCES EXTERIEURESQuartier Administratif Chellah - Rabat - MoroccoTel.: (212) 37 67 73 54/55 • Fax : (212) 37 67 75 32www.finances.org.ma

CONSEIL DEONTOLOGIQUE DES VALEURS MOBILIERES (CDVM)6, Rue Jbel Moussa, Agdal - Rabat - MoroccoTel.: (212) 37 68 89 00/01/02 • Fax : (212) 37 68 89 03www.cdvm.gov.ma

MAROCLEAR18, Route d’El Jadida - Aïn Chock Hay HassaniCasablanca - MoroccoTel.: (212) 22 98 31 31 • Fax : (212) 22 99 44 64www.maroclear.com

USEFUL CONTACTS

ANNUAL REPORT 2006

44 45

WWW.CASABLANCA-BOURSE.COM

Casablanca Stock Exchange

S.A with Managing Board and Supervisory Board

Share Capital : MAD 15,664,400

Company Register : CASA 79057

Address : Angle Avenue des Forces Armées Royales

et Rue Arrachid Mohamed - Casablanca - Morocco

Tel.: (212) 22 45 26 26/27 - Fax : (212) 22 45 26 25

Website : www.casablanca-bourse.com

Contact : [email protected]

ANNUAL REPORT 2006

ANNUAL REPORT 2006

ANNUAL REPORT2006

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