statement of the chairman of the managing board 4 governance 6 · statement of the chairman of the...

Statement of the Chairman of the Managing Board 4

Governance 6

Key Figures 8

2005 Highlights 10

Economic Environment 12

Stock-Market 16

2005 Financial Statements 24

Statutory Auditors’ General Report 30

Resolutions of the Annual General Meeting of Shareholders 34

Useful Contacts 36

A m i n e B E N A B D E S S L E M

Dear Shareholder,

2005 was an excellent year for the Casablanca Stock Exchange. All indicators were pointing inthe right direction for the third consecutive year.

Our sales increased by 11.3% compared to the previous period to total MAD 79.9 million. Suchsubstantial growth reflects our growing ability to convince the financial community of thevalidity of our services. Our operating income jumped to MAD 29.3 million, an increase of 15%compared to the previous period. Net income also benefited from growth in financial revenuesto reach MAD 30.3 million, a remarkable rise of 59% compared to 2004.

Such ability to generate revenues and profits of course largely derives from positive stock-marketsentiment and growth in trading activities.

2005 was also characterised by an active resumption of initial public offerings in line with ourstrategic plan for 2004-2006 which called for greater efforts in this regard. Such a favourabletrend is likely to be underpinned given renewed market confidence on the part of bothcompanies and investors.

We also continued to intensify our efforts with the aim of providing market professionals witha high-quality technological tool, with the core NSC platform playing a central role, so as toincrease liquidity and raise market standards to those of best European practice.

In addition, the Managing Firm continued to undergo restructuring with the recruitment offresh talent and the overhaul of its organisational structure, which was largely complete bythe year-end. We continue to develop a productive and exemplary partnership with marketand regulatory authorities.

The outlook appears to be extremely promising, in our opinion, with a plan to establish aFutures Market in addition to the programme of public offerings of large public and privatecompanies and high-quality small- and medium-sized firms.

The favourable trend is likely to be even more marked in 2006. The Casablanca market isincreasingly considered as an attractive stock exchange, meeting expectations from bothlisted companies and institutional and private investors and thus developing greater potentialfor value-creation for our shareholders.

Amine BENABDESSLEMChairman of the Managing Board

2005

5

6

UPLINE SECURITIES, represented byAnas ALAMI, Chairman of the Supervisory Board

ATTIJARI INTERMÉDIATION, represented byEl Houssine SAHIB, Vice Chairman of the Supervisory Board

BMCE CAPITAL BOURSE, represented byEric AOUANI, Supervisory Board Member

BMCI BOURSE, represented byMohamed AMRANI, Supervisory Board Member

CFG MARCHÉS, represented by Amyn ALAMI, Supervisory Board Member

CRÉDIT DU MAROC CAPITAL, represented by Mohamed JOUAHRI, Supervisory Board Member

EUROBOURSE, represented byOmar AMINE, Supervisory Board Member

ICF AL WASSIT, represented by Samir KLAOUA, Supervisory Board Member

MAROC SERVICE INTERMÉDIATION, represented by Si Mohamed MAGHRABI, Supervisory Board Member

SAFABOURSE, represented by Hassan BOUBRIK, Supervisory Board Member

SOGEBOURSE, represented by Karim BERRADA, Supervisory Board Member

WAFA BOURSE, represented by Jalal BERRADY, Supervisory Board Member

Government Commissioner

Fouzia ZAABOUL

Supervisory Board at 1 July 2006

7

Shareholdersat 1 July 2006

Board o f D i rec to rsat 1 July 2006

Organisational Chartat 1 July 2006

Board of Directors

Markets Department

Trading Clearing Production Systems Marketing

Support

GeneralAffairs Accounting Compliance Communication

Information SystemsDepartment

Business DevelopmentDepartment Finance Department

The share-capital of the Casablanca Stock Exchange, amounting to MAD 14,545,600is held in equal parts by the 13 brokerage firms operating in the market.

Mr. Amine BENABDESSLEMChairman of the Managing Board

Mr. Omar DRISSI KAITOUNIMember of the Managing Board & Director of Information Systems

ATTIJARI INTERMEDIATIONBMCE CAPITAL BOURSEBMCI BOURSECFG MARCHESCREDIT DU MAROC CAPITALEUROBOURSEFINERGY

ICF AL WASSITMAROC SERVICE INTERMEDIATIONSAFABOURSESOGEBOURSEUPLINE SECURITIESWAFA BOURSE

Corporate PlanningDepartment

2005

9

Operating revenues: +11%

For the year ended 31 December 2005, the Casablanca Stock Exchange’s operating revenues recordedan increase of 11% to MAD 81.9 million, against MAD 73.8 million the previous year. This growth islargely due to an increase in trading volume.

Operating expenses: +9%

For fiscal year 2005, the Casablanca Stock Exchange’s operating expenses amounted to MAD 52.5million against MAD 48.3 million in 2004, an increase of 9%. This rise was due to an increase in thespecial tax charge and staff costs.

Operating income: +15%

For the year ended 31 December 2005, the Casablanca Stock Exchange’s operating income recordedan increase of 15% to MAD 29.3 million against MAD 25.5 million in 2004.

Net income: +59%

At 31 December 2005, the Casablanca Stock Exchange’s net income was MAD 30.4 million againstMAD 19.1 million in 2004. This rise was due to a considerable increase in operating revenues andnon-recurring revenues.

Shareholders’ equity: +15%

The Casablanca Stock Exchange’s shareholders’ equity advanced by 15% or MAD 28 million toMAD 216.9 million.

Key F i gu r es at 31 December 2005

2005

10

Another Three Initial Public Offerings

In 2005, the Casablanca Stock Exchange saw the listing of a further three companies which came to thestock-market in order to finance their future growth.

• Initial public offering of SOTHEMA, the first pharmaceutical company to be listed on the Exchange.

• Initial public offering of DARI COUSPATE, the first SME to be listed on the Growth Market of theCasablanca Stock Exchange.

• Initial public offering of LYDEC, the first Utility to be listed on the Exchange.

Technical Reorganisation of the Official List

The Casablanca Stock Exchange completed the reorganisation of the Official List, a process begun in2004. For this purpose, several measures were undertaken including, in particular:

• Re-classifying listed companies in 3 compartments known as the Main Market, Development Marketand Growth Market;

• Simplifying criteria for admission to listing on the Equity Market;

• Establishing new criteria for maintaining a listing on the Equity Market;

• And defining new admission requirements for listing on the Bond Market.

Furthermore, in order to boost stock-market volumes and increase liquidity, the Casablanca StockExchange extended its trading hours.

The stock-market session now begins at 09:00 and closes at 15:30 instead of 13:00 previously. These newtrading hours offer greater flexibility to investors and, more particularly, to international investors.

11

Enhanced Information Systems

Ever eager to enhance its information systems in line with best international practice, the CasablancaStock Exchange has implemented several solutions including:

• Updating the stock of hardware including both Managing Company workstations and brokeragefirms’ dealing terminals; the Casablanca Stock Exchange also acquired new servers;

• Updating development-based software with a single systems interface;

• Automating the half-yearly management process of compartments;

• Adopting an integrated application linking the database of the NSC system to supervisory applications;

• Improving servers’ anti-virus security;

• Shortening the time-period for providing market data on the Casablanca Stock Exchange’s website(20 minute delay);

• And establishing an interactive voice server “Allô Bourse” providing real-time stock-market prices.

Initiatives to Promote the Stock-Market

2005 was characterised by the following initiatives:

• Continuing to prospect firms which have the potential to be listed with the aim of increasing theattractiveness of the Casablanca Stock Exchange;

• Organising various training and information events as well as technical seminars;

• Increasing communication by means of advertising campaigns and enhancing the range ofpublications.

A New Vision of Human Resources

“Career development” and “training” were key words in 2005.

Several employees assumed new responsibilities and new staff were recruited to the Casablanca StockExchange in order to ensure the continuity and smooth running of certain activities. Such measuresresulted in the adoption of a new organisational structure.

Furthermore, the Casablanca Stock Exchange also invested in a series of training programmes, offeringits employees the opportunity for self-improvement and career advancement.

2005

14

Although penalised by an increase in the oil price, the global economy continued to grow in2005, albeit at a more modest pace compared to 2004. The global economy grew by 4.8%,driven largely by the US, Japanese and emerging nation economies.

In the United States, GDP rose by 3.5% in 2005, boosted by household consumption androbust corporate investment.

In Japan, economic growth of 2.7% in 2005 was due to improving domestic demand and anincrease in exports.

In the Euro zone, the economy recorded growth of 1.3% in 2005, although there was a markeddisparity in terms of economic performance within the euro zone. Ireland and Spaincontinued to register high growth rates compared to France and Germany which postedrelatively weak growth.

In developing countries, economic growth was strong on account of the dynamism of importsfrom industrialised nations, rising raw material prices and a recovery in private-sector capitalflows in favour of emerging and developing countries.

I n t e r na t i o na l E conomy

15

Despite an unfavourable context characterised by poor climatic conditions, a mediocreperformance from the agricultural sector as well as an increase in the cost of energy, theMoroccan economy grew by 1.7% in 2005.

Such a positive result was obtained, notwithstanding the transfers from Moroccans livingabroad, due to the positive impact from strongly-performing non-farming sectors such asmining, building and public works, telecommunications and tourism.

The investment ratio advanced by 1% to 26% of GDP in 2005, against 25% in 2004.

Domestic savings covered total investments in 2005, generating a financing capacity ofaround 2.4% of GDP.

As for Morocco’s foreign trade, the trade deficit deteriorated by 22.3% in 2005 on account ofrising oil prices. Such deterioration was offset, however, by an 18% rise in revenues (MAD 41 billion)from tourism, compared to 2004 and an 8.2% increase in income from Moroccans livingabroad (MAD 40.5 billion).

Inward investment and overseas private lending accelerated in 2005 to total MAD 28 billionagainst MAD 15.7 billion in 2004. Such growth reflects the confidence of the internationalfinancial community in Morocco, confirmed by the favourable ratings which agencies such asStandard & Poor’s and Moody’s have assigned to Morocco’s sovereign debt.

There was an improvement in public finances largely due to an increase in ordinary incomefollowing the improvement in tax revenues.

Domes t i c E conomy

2005

Overall, the major international stock-market indices closed 2005 in positive territory. Only USindices remained on the sidelines of the uptrend in stock prices.

The DOW JONES New-York index registered an annual reversal of 0.6% closing the year on10,738.56 points.

The CAC 40, benchmark for the Paris Stock Exchange, advanced by 23.4% to close on 4,709.56points at the end of 2005.

The FTSE 100 index of British stocks registered an annual rise of 16.7% to 5,618.80 points in2005 against 4,814.30 points in 2004.

The NIKKEI 225, principal stock-market index of the Tokyo Stock Exchange, experienced anincrease of 40.2% to close 2005 on 16,111.43 points.

Stock-Markets Indices 2005 Performance

NYSE Group DOW JONES -0.6%

Euronext-Paris CAC 40 +23.4%

London Stock Exchange FTSE 100 +16.7%

Tokyo Stock Exchange NIKKEI 225 +40.2%

18

I n t e r na t i o na l S t o ck -Ma r ke t s

Market Performance

At 31 December 2005, the MASI® FLOAT and the MADEX® FLOAT, the Casablanca Stock Exchange’sprincipal indices, recorded significant gains of 22.49% and 23.75% to 5,539.13 points and4,358.87 points respectively.

Market Capitalisation

At the end of 2005, the stock-market’s capitalisation reached MAD 252.3 billion, an increase of22% compared to the previous year.

Such a performance was largely due to an increase in the number of public offerings.

19

D omes t i c S t o ck -Ma r ke t

DEC04

JAN05

FEB05

MAR05

APR05

MAY05

JUN05

JUL05

AUG05

SEPT05

OCT05

NOV05

DEC05

6,000

5,500

5,000

4,500

4,000

3,500

3,000

Monthly Performanceof the MASI® FFllooaatt and the MADEX FFllooaatt in 2005

JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC

207.6203.3

200.6205.0

211.7 211.1

223.7

232.0234.8

241.1

253.5 252.3260

244

228

212

196

180

Market Capitalisation in 2005 (in MAD billions)

MASI® Float

MADEX® Float

2005

The telecoms sector accounted for 34.8% of overall capitalisation followed by the banking sector with 20.9%. The building and public works sector ranked third with 13.1%.

Volume

At 31 December 2005, the total volume of transactions experienced an increase of 106% toMAD 148.5 billion, against MAD 71.7 billion in 2004.

20

Telecommunications 34.8%Banks 20.9%Construction and Building Materials 13.1%Holding Companies 11.8%Food-processing 5.2%Oil & Gas 3.4%Beverages 2.5%Others 8.3%

Market Capitalisation by Sectorat 31 December 2005

34.8%

20.9%

13.1%

11.8%

5.2%

3.4%

2.5%8.3%

Volume of Transactions (in MAD) 2004 2005 Annual Change

Central Market 16,244,079,620.96 38,278,174,186.64 135%

Equities 15,208,558,785.26 37,517,977,496.16 146%

Bonds 1,035,520,835.70 760,196,690.48 -26%

Block-Trade Market 19,463,734,589.66 60,931,238,644.56 213%

Equities 19,319,361,517.10 60,919,500,434.96 215%

Bonds 144,373,072.56 11,738,209.60 -91%

Central and Block-Trade 35,707,814,210.62 99,209,412,831.20 177%Markets

Public Offers 10,759,876,176.40 1,190,236,150.00 -88%

Initial Public Offerings 25,233,913,075.72 4,359,685,200.00 -82%

Transfer of Securities 58,689,731.08 63,521,237.12 8%

Buyback Offers 2,381,230.00 - -

Tender of Securities - 43,694,284,344.28 -

TOTAL 71,762,674,423.82 148,517,139,762.60 106%

At the end of 2005, the average daily volume of transactions on the Central Market andBlock-Trade Market experienced a significant increase of 148% compared to 2004.

JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC

100,000

10,000

1,000

0

21

Monthly Volume of Transactions In 2005(in MAD millions)

1,434

4,856

1,776

56,064

4,0952,136

10,989

5,6833,750

5,3584,333

48,041

Number of Transactions 2004 2005 Annual Change

Central Market 25,142,815 78,552,424 212%

Equities 25,093,106 78,434,256 212%

Bonds 49,709 118,168 137%

Block-Trade Market 15,856,071 144,125,628 809%

Equities 15,768,273 144,115,922 814%

Bonds 87,798 9,706 -89%

TOTAL 179,848,321 439,527,618 144%

Daily Average 705.28 1,751.10 148%

2005

22

Initial Public Offerings

Three major Initial Public Offerings took place in 2005:

• Initial public offering by sale of 15% of the share-capital of SOTHEMA on 21 February 2005,i.e. 150,000 shares at the price of MAD 680 per share. SOTHEMA became the first pharmaceuticalcompany to be listed on the Exchange.

• DARI COUSPATE‘s initial public offering on 11 July 2005 by issuing 80,000 new shares at theprice of MAD 369 per share. DARI COUSPATE became the first SME to be listed on the GrowthMarket of the Casablanca Stock Exchange.

• Initial public offering by sale of 14% of the share-capital of LYDEC on 18 July 2005, i.e.1,120,000 shares at the price of MAD 240 per share. LYDEC became the first Utility to be listed.

Capital Increases

Three major capital increases also took place in 2005:

• AFRIQUIA-GAZ’s capital increase by subscription in cash for 2,406,250 shares at the price ofMAD 430 per share.

• SOTHEMA‘s capital increase by capitalisation of reserves and allocation of 200,000 newshares on the basis of one new share for five existing shares.

• PAPELERA DE TETUAN‘s capital increase by public offer for sale and issue of 1,120,000 at theprice of MAD 100 per share.

Public Offers

23

Bond Issues

The amount of bonds issued in 2005 amounted to MAD 1.7 billion, with the breakdown asfollows:

SFI 03/02/2005 1,000 100,000 7 years 4.54% 08/02/2005

SETTAVEX 20/06/2005 45 120,000 7 years 5.55% 20/06/2005

AFRIQUIA GAZ 13/09/2005 400 100,000 5 years 4.92% 13/09/2005

BMCE BANK 05/12/2005 275 100,000 5 years 3.76% 05/12/2005

SETTAVEX 23/12/2005 60 100,000 7 years 5.64% 23/12/2005

TOTAL - 1,780

Issuer Issue DateSubscribed Amount Nominal Value

Maturity Nominal RateInterest

(in MAD millions) (MAD) Payment

2005

20052005

at 31 December 2005

26

CAPITALISED COSTS (A)• Start-up costs• Deferred costs• Premiums on the redemption of debenturesINTANGIBLE ASSETS (B) 3,643,775.52 3,087,600.80 556,174.72 458,411.63 • Research and development• Patents, trademarks, intellectual rights and others 3,475,775.52 3,087,600.80 388,174.72 206,811.63• Goodwill• Other intangible assets 168,000.00 168,000.00 251,600.00TANGIBLE FIXED ASSETS (C) 30,888,986.14 19,756,131.00 11,132,855.14 9,772,772.81 • Land• Buildings• Plant and machinery 2,969,351.01 2,812,836.31 156,514.70 171,233.85• Vehicles 227,620.67 216,995.65 10,625.02 13,958.35• Office furniture, fixtures and fittings 26,715,091.39 16,726,299.04 9,988,792.35 9,457,333.20• Other tangible fixed assets 4,923.07 4,923.07 4,923.07• Work in progress 972,000.00 972,000.00 125,324.34INVESTMENTS (D) 98,030,537.43 98,030,537.43 98,521,177.43 • Long-term loans 711,537.19 711,537.19 559,632.44• Other financial receivables 96,319 000.24 96,319,000.24 96,961,544.99• Investments in non-consolidated companies• Other investments and securities 1,000,000.00 1,000,000.00 1,000,000.00 TRANSLATION ADJUSTMENTS (ASSETS) (E)• Decrease in financial receivables• Increase in financial liabilities

TOTAL I (A + B + C + D + E) 132,563,299.09 22,843,731.80 109,719,567.29 108,752,361.87STOCKS (F) 195,114.69 195,114.69 162,140.82 • Goods• Raw materials and supplies 195,114.69 195,114.69 162,140.82 • Work in progress• Semi-finished goods• Finished goodsRECEIVABLES (G) 34,535,678.22 322,900.75 34,212,777.47 16,244,624.00 • Trade receivables, prepayments• Accounts receivable 20,952,267.26 322,900.75 20,629,366.51 9,205,980.66 • Staff 69,668.85 69,668.85 20,149.79 • Tax receivable 8,392,891.05 8,392,891.05 1,895,263.14 • Shareholders’ accounts• Other receivables 1,800.00 1,800.00 1,800.00 • Adjustment account (Assets) 5,119,051.06 5,119,051.06 5,121,430.41 SECURITIES HELD FOR SALE (H) 115,681,939.48 115,681,939.48 111,032,349.92 TRANSLATION ADJUSTMENTS (ASSETS) (I) 136.28 136.28 16,928.34 (Current items)

TOTAL II (F + G + H + I) 150,412,868.67 322,900.75 150,089,967.92 127,456,043.08 CASH & CASH EQUIVALENT - ASSETS 3,298,734.70 3,298,734.70 3,996,680.70 • Cheques awaiting deposit• Bank deposits 3,294,796.20 3,294,796.20 3,993,201.11 • Cash in hand 3,938.50 3,938.50 3,479.59

TOTAL III 3,298,734.70 3,298,734.70 3,996,680.70TOTAL ASSETS (I + II + III) 286,274,902.46 23,166,632.55 263,108,269.91 240,205,085.65

ASSETS FISCAL YEAR 2005

Gross Net NetDepreciation charges

and provisions

FISCAL YEAR 2004

FI

XE

D

AS

SE

TS

CU

RR

EN

TA

SS

ET

SC

AS

H

at 31 December 2005

SHAREHOLDERS’ EQUITY

• Common stock 14,545,600.00 14,545,600.00

• Less: shareholders’ subscribed unpaid

called-up capital 14,545,600.00 14,545,600.00

of which paid MAD 14,545,600

• Share premium account 2,045,475.00 2,045,475.00

• Revaluation reserve

• Statutory reserve 1,454,560.00 1,454,560.00

• Other reserves 128,786,624.35 128,786,624.35

• Retained earnings 39,667,048.80 22,754,073.66

• Net income pending appropriation

• Net income for the period 30,369,168.01 19,094,815.14

TOTAL SHAREHOLDERS’ EQUITY (A) 216,868,476.16 188,681,148.15

SHAREHOLDERS’ EQUITY EQUIVALENT (B) 6,396,250.74 5,601,890.64

• Investment subsidies

• Regulatory provisions 6,396,250.74 5,601,890.64

LONG-TERM LIABILITIES (C)

• Debentures

• Other long-term debt

PROVISIONS FOR CONTINGENCIES AND EXPENSES (D) 7,908,000.00

• Provisions for contingencies

• Provisions for expenses 7,908,000.00

TRANSLATION ADJUSTMENTS (LIABILITIES) (E)

• Increase in financial receivables

• Decrease in long-term debt

TOTAL I (A + B + C + D + E) 223,264,726.90 202,191,038.79

CURRENT LIABILITIES (F) 38,135,809.92 35,557,728.33

• Trade creditors and other accounts payable 4,197,564.14 11,306,178.26

• Accounts payable, prepayments

• Staff 4,313,026.26 3,871,224.59

• Staff benefits 2,390,682.10 2,386,436.67

• Tax payable 17,395,773.98 10,315,205.36

• Shareholders’ accounts 475.00

• Other payables 9,836,883.44 7,565,431.96

• Adjustment account (Liabilities) 1,880.00 112,776.49

OTHER PROVISIONS FOR CONTINGENCIES AND EXPENSES (G) 136.28 1,953,369.65

TRANSLATION ADJUSTMENT (LIABILITIES) (current items) (H) 4 079.63

TOTAL II (F + G + H) 38,140,025.83 37,511,097.98

CASH & CASH EQUIVALENT - LIABILITIES

• Discount notes

• Treasury notes

• Bank loans and overdrafts 1,703,517.18 502,948.88

TOTAL III 1,703,517.18 502,948.88

TOTAL LIABILITIES (I + II + III) 263,108,269.91 240,205,085.65

LIABILITIES FISCAL YEAR 2005 FISCAL YEAR 2004

LO

NG

T

ER

M

FI

NA

NC

IN

GC

UR

RE

NT

LI

AB

IL

IT

IE

SC

AS

H

272005

28

OPERATING REVENUES

• Sale of goods (in their current state) 182,422.28 182,422.28 110,278.18

• Sale of finished goods and services 79,676,592.79 79,676,592.79 71,588,146.21

• Sales 79,859,015.07 79,859,015.07 71,698,424.39

• Change in inventories (+/-) (1)

• Fixed assets produced by the Company for internal use

• Operating subsidies

• Other operating income 16,666.67 16,666.67 33,333.34

• Operating write-backs: transfer of expenses 2,002,727.23 2,002,727.23 2,105,938.07

TOTAL I 81,878,408.97 81,878,408.97 73,837,695.80

OPERATING EXPENSES

• Cost of goods sold (2)

• Purchases of materials and furnishings (2) 1,608,837.77 1,608,837.77 1,340,317.29

• Other external expenses 13,665,437.47 4,986.90 13,670,424.37 13,934,486.98

• Taxes other than on income 9,746,979.17 9,746,979.17 6,090,493.19

• Staff costs 23,422,489.49 23,422,489.49 21,791,679.50

• Other operating expenses 1,800,000.00 1,800,000.00 1,800,000.00

• Operating provisions 2,280,839.11 2,280,839.11 3,362,596.00

TOTAL II 52,524,583.01 4,986.90 52,529,569.91 48,319,572.96

OPERATING INCOME ( I - II ) 29,348,839.06 25,518,122.84

FINANCIAL REVENUES

• Income from equity interests and others

• Foreign exchange gains 12,484.28 12,484.28 4329.78

• Interest and other financial income 9,095,784.14 9,095,784.14 7,679,973.90

• Financial write-backs: transfer of expenses 16 928,34 16 928,34

TOTAL IV 9,125,196.76 9,125,196.76 7,684,303.68

FINANCIAL EXPENSES

• Interest expenses 4,935.97 4,935.97 8,702.42

• Foreign exchange losses 3,905.88 3,905.88 5,082.42

• Other financial expenses 642,644.75 642,644.75 782,224.87

• Financial provisions 136.28 136.28 16,928.34

TOTAL V 651,622.88 651,622.88 812,938.05

FINANCIAL INCOME ( IV - V ) 8,473,573.88 6,871,365.63

RECURRING INCOME ( III + VI ) 37,822,412.94 32,389,488.47

DESCRIPTIONOPERATIONS

Specific to theFiscal Year 1

Previous FiscalYears 2

FISCAL YEAR 2005 TOTALS

3 = 1 + 2


OP

ER

AT

IN

GF

IN

AN

CI

AL

I

II

III

IV

V

VI

VII

292005

Specific to theFiscal Year 1

Previous FiscalYears 2

RECURRING INCOME 37,822,412.94 32,389,488.47

NON-RECURRING REVENUES

• Net book value of disposed assets 35,000.00

• Balancing subsidy

• Investment subsidy write-backs

• Other non-recurring revenues 256,002.83 256,002.83 78,471.19

• Non-recurring write backs: transfer of expenses 6,413,000.00 6,413,000.00

TOTAL VIII 6,669,002.83 6,669,002.83 113,471.19

NON-RECURRING EXPENSES

• Net book value of disposed assets 89,727.28

• Subsidies granted

• Other non-recurring expenses 102,402.66 102,402.66 65,669.60

• Non-recurring allowance for depreciation and 794,360.10 794,360.10 5,601,890.64 provisions

TOTAL IX 896,762.76 896,762.76 5,757,287.52

NON-RECURRING INCOME ( VIII - IX ) 5,772,240.07 -5,643,816.33

INCOME BEFORE TAXES ( VII + ou - X ) 43,594,653.01 26,745,672.14

INCOME TAX 13,225,485.00 13,225,485.00 7,650,857.00

NET INCOME ( XI - XII ) 30,369,168.01 19,094,815.14

TOTAL REVENUES ( I + IV + VIII ) 97,672,608.56 81,635,470.67

TOTAL EXPENSES ( II + V + IX + XII ) 67,303,440.55 62,540,655.53

NET INCOME (Total Revenues Less Total Expenses) 30,369,168.01 19,094,815.14

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.

DESCRIPTION OPERATIONS FISCAL YEAR 2005 TOTALS

3 = 1 + 2


NO

N

RE

CU

RR

IN

G

VII

VIII

IX

X

XI

XII

XIII

XIV

XV

XVI

In accordance with the terms of our appointment at your Annual General Meeting of 9 March2004, we have audited the attached financial statements of the Casablanca Stock Exchangefor the fiscal year ended 31 December 2005 comprising the balance sheet, income statement,management accounting statement, cash flow statement and additional informationstatement. These financial statements, which show shareholders’ equity and equivalent ofMAD 223,264,727 including net income of MAD 30,369,168 are the responsibility of theCompany’s management bodies. We are responsible for issuing an opinion on these financialstatements 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 reasonableassurance that the financial statements are free of material misstatement. An audit consistsof an examination, on a sample basis, of documents supporting the amounts and informationcontained in the financial statements. An audit also involves an assessment of the accountingprinciples used, of significant estimates made by senior management and of the overallpresentation of the financial statements. We believe that our audit provides a reasonablebasis for our opinion.

Opinion on the Financial StatementsIn our opinion, the financial statements referred to in the first paragraph above give, in allmaterial aspects, a true and fair view of the financial position of the Casablanca StockExchange at 31 December 2005 and of the results of its operations and of changes in its cashflows for the year then ended, in accordance with generally accepted accounting principles inMorocco.

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

21 March 2006.Statutory Auditors

PRICE WATERHOUSE FIDAROC

Aziz BIDAH Faïçal MEKOUARPartner Partner

332005

34

FIRST RESOLUTIONThe Annual General Meeting, having heard the Report of the Managing Board, the remarks of the SupervisoryBoard on the said report and the Statutory Auditors' General Report, approves them in their entirety as well asthe balance sheet and income statement for the fiscal year ended 31 December 2005, which shows net incomeof MAD 30,369,168.01.

This resolution was put to the vote and approved unanimously.

SECOND RESOLUTIONThe Annual General Meeting gives members of the Managing Board and of the Supervisory Board full and finaldischarge of their responsibilities for the fiscal year ended 31 December 2005.


THIRD RESOLUTIONThe Annual General Meeting, upon the proposal of the Managing Board, decides to appropriate income asfollows:

Net income for the 2005 fiscal year 30,369,168.01Brought forward from previous year 39,667,048.80

Total distributable income 70,036,216.81

The Annual General Meeting appropriates income as follows:

To legal reserves 0.00For the payment of a dividend 2,181,840.00

Balance 67 854 376,81

To be carried forward.The date of dividend payment is set as 19 June 2006.


FOURTH RESOLUTIONThe Annual General Meeting endorses the decision to allocate to members of the Supervisory Board a gross sumof MAD 1,950,000 as directors’ fees for the 2005 fiscal year and for the Board to appropriate this sum amongstmembers.


FIFTH RESOLUTIONThe Annual General Meeting, having heard the Statutory Auditors’ Special Report relating to regulatoryagreements referred to in article 95 and those which follow of law 17/95 relating to Sociétés Anonymes, approvesthe conclusions of the said report.


SIXTH RESOLUTIONThe Annual General Meeting appoints the following members of the Supervisory Board in accordance with thelaw and the Company's articles, for a period which begins today and ends at the closure of the Annual GeneralMeeting convened to approve the financial statements for fiscal year 2008:

ATTIJARI INTERMÉDIATION represented by El Houssine SAHIBBMCE CAPITAL BOURSE represented by Eric AOUANIBMCI BOURSE represented by Mohamed AMRANICFG MARCHÉS represented by Amyn ALAMICRÉDIT DU MAROC CAPITAL represented by Mohamed JOUAHRIEUROBOURSE represented by Omar AMINEICF AL WASSIT represented by Samir KLAOUAM.S.IN. represented by Si Mohamed MAGHRABISAFABOURSE represented by Hassan BOUBRIKSOGEBOURSE represented by Karim BERRADA UPLINE SECURITIES represented by Anas ALAMIWAFA BOURSE represented by Jalal BERRADY

The standing members of the Supervisory Board whose names are mentioned above declare in their officialname and capacity that they accept the mandate entrusted to them. They also declare to be free of any disability, incompatibility, prohibition or lapse which may prevent them from performing their duties.


SEVENTH RESOLUTION

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


352005

B roke r age F i rms

ATTIJARI INTERMEDIATION163, Av. Hassan II - CasablancaTel.: (212) 22 49 14 82 • Fax : (212) 22 20 25 15

BMCE CAPITAL BOURSEBMCE siège - 140, Av. Hassan II - CasablancaTel.: (212) 22 48 10 01 • Fax : (212) 22 48 09 52

BMCI BOURSEBd. Bir Anzarane, Immeuble Romandie - CasablancaTel.: (212) 22 39 32 10 • Fax : (212) 22 39 32 09

CFG MARCHES5 - 7, Rue Ibn Toufaïl, Quartier Palmier - CasablancaTel.: (212) 22 25 01 01 • Fax : (212) 22 98 11 12

CREDIT DU MAROC CAPITAL8, Rue Ibnou Hilal, Quartier Racine - CasablancaTel.: (212) 22 94 07 44 • Fax : (212) 22 94 07 66

EUROBOURSEAv. des F.A.R, Tour Habous, 5th floor - CasablancaTel.: (212) 22 54 15 54 • Fax : (212) 22 54 14 46

FINERGY29, Rue Bab El Mansour, Espace Porte d'Anfa - CasablancaTel.: (212) 22 36 87 76 • Fax : (212) 22 36 87 84

ICF AL WASSIT29, Rue Bab El Mansour, Espace Porte d'Anfa - CasablancaTel.: (212) 22 36 93 84/89 • Fax : (212) 22 39 10 90

MAROC SERVICE INTERMEDIATIONImm. Zénith, Rés. Tawfiq, Sidi Maârouf - CasablancaTel.: (212) 22 97 49 61 • Fax : (212) 22 97 49 73/74

SAFABOURSE9, Bd. Kennedy - CasablancaTel.: (212) 22 36 20 20 • Fax : (212) 22 36 78 78

SOGEBOURSE55, Bd. Abdelmoumen - CasablancaTel.: (212) 22 43 98 40 • Fax : (212) 22 26 80 18

UPLINE SECURITIES

37, Angle Bd. Abdellatif Benkaddour et Rue Ali BenAbderrazak - CasablancaTel.: (212) 22 95 49 60/61 • Fax : (212) 22 95 49 62/63

WAFA BOURSE

163, Av. Hassan II - CasablancaTel.: (212) 22 43 68 09 • Fax : (212) 22 20 25 15

P ro f ess i ona l Assoc i a t i o n

PROFESSIONAL ASSOCIATION

OF BROKERAGE FIRMS (APSB)

Angle Av. des F.A.R et Rue Mohamed Errachid - CasablancaTel.: (212) 22 54 23 33/34/35 • Fax : (212) 22 54 23 36

Ma rke t I n s t i t u t i o ns

MINISTRY OF FINANCE AND PRIVATISATION

TREASURY DEPARTMENT AND EXTERNAL FINANCES

Quartier Administratif Chellah - RabatTel.: (212) 37 67 73 54/55 • Fax : (212) 37 67 75 32

COUNCIL FOR THE CODE OF ETHICS IN SECURITIES

MARKETS (CDVM)

6, rue Jbel Moussa, Agdal - RabatTel.: (212) 37 68 89 00/01/02 • Fax : (212) 37 68 89 03

MAROCLEAR

18, Route d'El Jadida - Aïn Chock Hay Hassani - CasablancaTel.: (212) 22 98 31 31 • Fax : (212) 22 99 44 64

372005

Casablanca Stock ExchangeS.A with Managing Board

and Supervisory Board

Share Capital: MAD 14,545,600

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]

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