Joint Stock Company (SA) in Morocco

The joint stock company is a commercial company by reason of its form and whatever its corporate purpose. its capital is divided into negotiable shares representing cash contributions or in kind to the exclusion of any service contributions. it must include a sufficient number of shareholders to enable it to achieve its purpose and ensure its management and control, provided that this number is fewer than five.

The shareholders bear losses only up to the amount of their contributions and their commitments may not be increased without their consent.

The form, the duration, which may not exceed 99 years, the name, the registered office, the purpose and the amount of the capital are determined by The The articles of association of the company.

The duration of the company runs from the registration of it with the commercial register. it may be extended one or more times without that each prorogation may exceed 99 years.

The acts and documents issued by of the company and intended for third parties, in particular, letters, invoices, notices and various publications must indicate the corporate name, preceded or followed immediately and legibly of the wording " joint stock company " or of the initials " its ", of the statement of amount of the share capital and of the registered office, as well as the number registration with the commercial register.

The joint stock companies of which the registered office is located to Morocco are subject to the Moroccan legislation. the third parties may se rely of the registered office stated in the The articles of association, but it is not enforceable by the company if its registered office real is located in another place.

The share capital of a joint stock company may not be less than three million of dirhams if the company makes a public offeringand three hundred thousand dirhams otherwise.

The joint stock companies enjoy the legal personality from their registration with the commercial register. the regular conversion of a joint stock company in a company of another form or the reverse case, does not entail the creation of a legal entity nouvelle. the same applies of the prorogation.

Until the registration, the reports between the shareholders are governed by the contract of company and by the principes generaux of the right applicable to the bonds and contracts.

(repealed and replaced by Article 5 of Law No.° 23-01 promulgated by the dahir n° 1-04-17 of the 21 april 2004 - 1er rabii i 1425; b.o. of the 6 may 2004) [amended and supplemented by l’Article One of Law No. 78-12] is deemed make public offering any joint stock company which: - made admettre its securities to the stock exchange or on any other marche settlemente; - emet or transferred lesdites securities under the conditions provided by the textes legislatifs and settlementaires in vigueur

Publication formalities is time-barrede by the laws and regulations formed pas by itself a public offering within the meaning of Article 9 above.

The The articles of association of the company must be drawn up in writing. if they are drawn up by private deed, as many originals are drawn up as are necessary for the filing of one copy at the registered office and the performance of the various formalities required. between shareholders, no moyen of proof is not admis against the content of The articles of association. the pactes between shareholders must be constates by written.

[amended and supplemented by l’Article One of Law No. 78-12] in addition to the information listed in Article 2 of this law, and without prejudice to any other useful information, The The articles of association of the company must contain the following information: 1) the number of shares issued and their nominal value, in distinguant, where applicable, the differentes categories of shares creees and the rights afferents to chacuof these categories; 2) the form, whether exclusivement nominative, whether nominative or to the relatesur, of the shares; 3) in the event of restriction to the libre negociation or transfer of the shares, the conditions particulieres to which is subject the approval of the transferees; 4) the identite of aprelatesurs in kind, the valuation of the contribution carried out by each of them and the number of shares deliverys in contrepart of the contribution; 5) the identite of the beneficiaries of special advantages and the kind of these; 6) the clauses relating to the composition, to the operation and to the powers of the organes of the company; 7) the provisions relating to the distribution of the profits, to the constitution of reserves and to the distribution of the boni of liquidation. if The The articles of association contain pas all the enonciations required by the Law And the regulations or if a formalite is time-barrede by these for the constitution of the company a been omise or irregulierement accomplie, any interested is recevable to request in justice whatever ordonnee under astreinte the regularisation of the constitution. the ministere public may act to the same fins. the action provided in the paragraph above se is time-barred by three years to compter, whether of the registration of the company with the commercial register, whether of the registration modificative to this register and of the filing, in appendix, of acts modifiant The The articles of association.

Publication formalities by means of notices or notices is carried out, as the case may be, by insertions in the " Official Gazette " or in a newspaper of legal notices.

Publication formalities by filing of deeds or of documents is carried out with the court registry of the court with which the commercial register is kept. any filing of deeds or of documents referred to the paragraph preceding is made in double exemplaire certified conformes by one of the founders or of the legal representatives of the company.

Publication formalities are carried out on the initiative and under the liability of the legal representatives of the company or by any representative qualified. during liquidation, the liquidator carries them out, under its liability, the formalities of publication formalities incumbent to the legal representatives. lorsqu'uformalite of publication formalities portant ni on the constitution of the company, ni on the amendment of its The articles of association a been omise or irregulierement accomplie and if the company has not regularised the situation within the period of thirty days from the date of receipt of the formal notice which it a been adressee, any interested may request the president of the court, ruling in summary proceedings, of appoint a representative charge to achieve the formalite.

As regards the transactions of the company carried out before the sixteenth day of the publication to the " Official Gazette " of acts and documents subject to these publication formalities, these acts and documents are not enforceable against third parties which prouvent that its have been in the impossibilite of it have knowledge. if in publication formalities of acts and documents referred in Article 14 above, it y to discrepancy between the text filed with the commercial register and the text published to the " Official Gazette ", this last may not be oppose to the third parties; these may however en rely, unless the company proves that its have eu knowledge of the text filed with the commercial register.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the joint stock company is formed by completion of the four acts below: 1) the signature of The articles of association by all the shareholders; failing this, the receipt by the founders of the last subscription form; 2) the payment of each share of cash of at least one quarter of its nominal value, in accordance with Article 21; 3) the transfert to the company being formed of the contributions in kind after their valuation in accordance with Articles 24 and suivants; 4) completion of the formalities of publication formalities provided in Article 31.

The The articles of association are signed by the shareholders whether in person, either by representative justifiant of a power special.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). if the company makes a public offering, The The articles of association signed by the founders are filed with the court registry of the court in the ressort duquel se trouve the registered office of the company being formed or to the'etude of to notary. the subscription form of shares must contain the mentions set by decret and mentionner expressly that The The articles of association may be consultes audit court registry or etude with right of it take copy to the frais of the demandeur.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the first directors, the first members of the supervisory board and the first statutory auditors are designed either by The The articles of association, whether in an act separe mais making corps with The The articles of association and signed under the same conditions. their taken of duties is effective from the registration of the company with the commercial register. the persons designees for be directors are authorised of their appointment to appoint the chairman of the board of directors and, where applicable, the general managers and the deputy general managers. the persons designees for be members of the supervisory board are authorised, of their appointment, to appoint the members of the management board.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the capital must be fully subscribed. failing this, the company may not be formed. the shares representing cash contributions must be paid up lors of the subscription of one quarter at least of their nominal value. the payment of the surplus intervient in one or more times on decision of the board of directors or of the management board within a period which may not exceed three years from the registration of the company with the commercial register. failing this, any interested may request the president of the court of commerce competent, ruling in summary proceedings, of ordonner to the company, under astreinte, of proceed to the appels of funds not liberes. the shares representatives of contributions in kind are paid up fully lors of their issue.

The funds arising from the subscriptions in cash are deposited in the name of the company being formed, in a blocked bank account, with the list of the subscribers and the indication of the amounts paid by each of them. this filing must be made within a period of eight days from the receipt of the funds. the depositaire of the funds is required, untilu withdrawal of these, of communiquer the liste visee in the first paragraph above to any subscriber which justifie of its subscription. the requerant may in inspect and obtenir to its frais the delivery of a copy.

The subscriptions and the payments are recorded by a declaration of the founders in a notarial deed or private deed filed with the court registry of the court of the place of the registered office. the notary or the court clerk for deeds other than notaries, on presentation of the bulletins of subscription and of to certificat of the bank depositaire, verifie the conformite of the declaration of the founders to the documents which it are presented. to the declaration are appendices the liste of the subscribers, the statement of the payments effectues by each of them and an exemplaire or an expedition of The articles of association.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The The articles of association contain the description and the valuation of the contributions in kind. it is carried out on the basis of a report annexed to The The articles of association and drawn up under their liability by one or more auditors to the contributions designed by the founders. if of special advantages are stipulateds for the benefit of persons associees or not, the same procedure is followed. within the meaning of this law, on entend by avantage particulier a right preferentiel on the profits and the boni of liquidation. these contributions in kind and special advantages may also make the purpose of to act separe mais making corps with The The articles of association and signed under the same conditions.

The provisions of this article are not applicable to the state-owned companies, to the public subsidiaries and to the mixed companies as defined by Article One of Law No.° 69-00 relating to the control financial of the statement on the entreprises publics and other organismes, promulgated by the dahir n° 1-03-195 of the 16 ramadan 1424 (11 november 2003).

The contribution auditors are chosen from persons authorised to exercise the functions of statutory auditor. they are subject to the incompatibilities provided for in Article 161 of this law. they may be assisted, in carrying out their mission, by one or more experts of their choix. the honoraires of these experts are to the responsible for the company. their report dwritten each of the contributions, indique whatever mode of valuation a been adopte and pourquoi it a been retenu, affirme that the value of the contributions correspond at least to the nominal value of the shares to issue.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the report of the auditors to the contributions is filed at the registered office and with the court registry and required available by the future shareholders five days at least before the signature of The articles of association by the said shareholders. if the company makes a public offering, this report is filed with The The articles of association under the conditions provided in Article

19. an exemplaire the said report is remis to the board deontologique of the securities selon the modalites set by this last.

The persons who have acted in the name of a company being formed before it has acquired the legal personality are jointly and severally liable and indefinitely for acts thus performed in the name of the company, unless the first ordinary general meeting or extraordinary of the company validly formed and registered reprenthe commitments nes desdits acts. these commitments are alors reputes have been souscrits of the origiby the company.

In the case or, for any reason that this whether, the company is not formed, the founders have not of recours against the subscribers of the made of the commitments souscrits or of the depenses faites, unless in the event of dol or of not-respect of their commitments by the said subscribers, if the company has not been formed by their faute.

Supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the statement of acts performed on behalf of the company being formed in accordance with Article 27 above, with the indication for each of them, of the engagement which in resulterait for the company, is required available of the shareholders under the conditions provided in Article 26 of this law. the signature of The articles of association emrelatesra reprise of these commitments by the company where it aura been registered to the register of commerce. if it is not makes a public offering, the shareholders may, in The The articles of association or by act separe, donner mandat to one or more between eux of take of the commitments on behalf of the company. subject to that its soient determined and that their modalites soient precisees by the mandat, the registration of the company with the commercial register emrelatesra reprise by it of these commitments. if it is makes a public offering, the registration of the company with the commercial register emrelatesra reprise of the commitments by the company if the first ordinary general meeting or extraordinary in decided thus. that it whether or not makes a public offering, the acts performed on behalf of the company being formed which have not been relatess to the knowledge by the future shareholders in accordance with the three paragraphs which preceding, must be repris by decision of the ordinary general meeting of the shareholders.

(repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Paragraph 2 repealed by l’Article 3 of Law No. 78-12

Under penalty of inadmissibility of the registration application of the company with the commercial register, the founders and the first members of the administrative bodies, of the management board and of the supervisory board are tenus of deraise with the court registry: 1) (repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). 2) the original or an expedition of The articles of association; 3) an expedition of the certificat of subscription and of payment of the funds indicating the subscriptions to the share capital as well as the share of the shares liberee by each shareholder; 4) the liste legalisee of the subscribers indicating, in addition to their first name, name, adresse, nationality, capacity and profession, the number of the shares subscribed and the amount of the payments effectues by each of them; 5) the report of contribution auditor, where applicable; 6) a copy of the document of appointment of the first members of the administrative bodies, of management or of management and of the first statutory auditors, where ladite appointment intervient by act separe.

The joint stock companies are registereds with the commercial register under the conditions provided by the legislation relating audit register.

(repealed and replaced, by Article 2 of Law No.° 20-05 promulgated by the dahir n°1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). after registration with the commercial register, the constitution of the company made the purpose of to publication formalities by means of notices to the « Official Gazette » and in a newspaper of legal notices within a period depassant pas the thirty days. this notice contient the following information: 1) the corporate name followed, where applicable, of the sigle of the company; 2) the form of the company; 3) the corporate purpose indique sommairement; 4) the duration for which the company a been formed; 5) the address of the registered office; 6) the amount of the share capital with the indication of amount of the cash contributions as well as the description sommaire and the valuation of the contributions in kind; 7) the first name, name, capacity and address of the directors or of the members of the supervisory board and of statutory auditors; 8) the provisions statutorys relating to the constitution of reserves and to the distribution of the profits; 9) the special advantages stipulateds for the benefit of any person; 10) where applicable, the life of clauses relating to the approval of the transferees of shares and the appointment of the orgacorporate habilite to rule on the demandes of agrement; 11) the number registration with the commercial register. this notice is signed by the notary or the part which to drawn up the deed of the company, where applicable, or by one of the founders, by a director by a member of the supervisory board having recu a power special to this effect.

[amended and supplemented by l’Article One of Law No. 78-12] the withdrawal of the funds arising from the subscriptions in cash is carried out by the representative of the board of directors or of the management board against delivery of a certificate issued by the administration competente justifiant that the company is registered with the commercial register.

In the event of non-formation of the company within a period of six months after the filing of the funds, the founders must return them to the subscribers. any subscriber may request that an order be issued of summary proceedings appointing a person chargee of se make restituer the funds verses and of the distribuer to the subscribers. the company is deemed has notvoir pas been formed within the period provided in the paragraph preceding where all of acts provided in Article 17 have not been performed before the expiry the said period.

In the event of conversion into a joint stock company of an existing company, one or more conversion auditors responsible, under their liability, for assessing the value of the assets and liabilities of the company and the special advantages, are designed, unless agreement unanimous of the shareholders, by order of summary proceedings, to the request of the managers corporate or of one of them.

The conversion auditors are also charges of the establishment of the report on the situation of the company. the shareholders statuent on the valuation of the elements and the octroi of advantages referred to the paragraph preceding; they may not the reduire only by unanimous decision.

The provisions of the first and of the second paragraph of Article 25 are applicable to the conversion auditors. the report of conversion auditors must attester that the net equity of the company converted is at least equale to the amount of its share capital. it is required at the registered office available of the shareholders eight days at least before the date of the meeting appelee to rule on the conversion.

In the event of written consultation, the text of the report must be adresse to each of the shareholders and joint to the text of the resolutions proposed. failing this of approval unanimous of the shareholders, mentionnee to the minutes, the conversion is void.

Are subject to the same conditions of filing and of publication: - any act, resolution or decision having the effect of the amendment of The articles of association, except for the change of directors, members of the supervisory board and of statutory auditors initialement appointed in these The articles of association; - any act, resolution or decision constatant the dissolution of the company with the indication of the first name, name, address of the liquidators as well as of the registered office of the liquidation; - any decision judiciaire prononcant the dissolution or the nullity of the company; - any act, resolution or decision constatant the closing of the liquidation. the publications provided to this article must be accomplies within the period of 30 days from the date of acts, resolutions, decisions or decisions judicial precites.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). persons may not form a joint stock company if they are disqualified of the right to administer or of gerer a company or to which the financial year of these duties is prohibited, as well as the persons condamnees depuis unless of five years for vol, detournement of funds, abus of confiance or escroquerie.

The joint stock company is administree by a board of directors composed of at least three and at most twelve members. this number is increased to fifteen where the shares of the company are listed to the cote of the stock exchange.

However, in the event of merger, these nombres of douze and quinze pourront be exceedss until limit of the number total of the directors in duty depuis plus of six months in the companies fusionnees, without power be superieurs to twenty-four, twenty-seven in the case of to merger of a company of which the shares are listed to the cote of the stock exchange and of another company, thirty in the case of to merger of two companies of which the shares are listed to the cote of the stock exchange. unless in the event of nouvelle merger, it pourra be carried out to no appointment of nouveaux directors, ni to the remplacement of the directors decedes, removed or resigneds tant that the number of the directors will not have pas been reduced to douze or to quinze, where the shares of the company are listed to the cote of the stock exchange.

In the event of death, of removal or of resignation of the chairman of the board of directors and if the board has not pu the remplacer by an of its members, it pourra appoint, subject to the provisions of Article 49, a director supplementaire which shall be appele to the duties of chair.

The directors are appointed by the ordinary general meeting. in accordance with Article 20, the first directors are appointed by The The articles of association or in a separate deed forming an integral part with the said The articles of association.

However, in the event of merger or of demerger, the appointment may be faite by the extraordinary general meeting. any appointment occurred in violation of the provisions which preceding is void except of those to which it may be carried out under the conditions provided in Article 49.

The directors, natural natural or legal persons, are subject to the capacity requirements and to the incompatibility rules provided by the laws in force and, where applicable, by The The articles of association. the term office of director is incompatible with the duties of statutory auditor of the company under the conditions provided in Article 161.

[amended and supplemented by l’Article One of Law No. 78-12] unless otherwise provided in The The articles of association, a legal entity may be appointed director. upon its appointment, it must appoint a permanent representative which is subject to the same conditions and bonds and which encourt the same responsabilites civil and penale only if it etait director in its own name and this, without prejudice to the liability solidaire of the legal entity that it represented. if the legal entity removed the mandat of its permanent representative, it must of notifier without period to the company, by registered letter, this removal as well as the identite of its nouveau permanent representative. the same applies in the event of death or of resignation of this last.

An employee of the company may not be appointed director only if its employment contract correspond to an actual employment. he or she does not lose the profit of this employment contract. any appointment occurred in violation of the provisions of this article is void. this nullity does not entail it of the resolutions to which to taken share the director irregulierement appointed. the number of the directors lies to the company by contracts of employment may not exceed the third parties of the members of the board of directors.

Each director must own a number of shares of the company, determined by The The articles of association. this number may not be less than that required by The The articles of association to grant shareholders the right to attend to the ordinary general meeting, where applicable. (paragraphs 2 and 3, repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

If on the day of its appointment, a director does not own of the number of required shares or if, during the term office, he or she ceases to own them, it is deemed resigned by operation of Law No.if it has not regularised its situation within a period of three months.

(repealed, by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Statutory auditors ensure, under their liability, to compliance of the provisions provided for in Articles 44 and 45 and report any violation in their report to the ordinary general meeting.

The duration of the duties of the directors is determined by The The articles of association without exceeding 6 years in the event of appointment by the general meetings, and 3 years in the event of appointment by The The articles of association. the duties of a director prennent fin to the'issue of the meeting of the ordinary general meeting appelee to rule on the accounts of the last financial year ecoule and holding in the year during of which expire the mandat the said director.

The directors are reeligibles unless stipulations contrary of The articles of association. they may be removed to any moment by the ordinary general meeting, without same that this removal whether mise to the agenda.

In the event of vacancy by death, by resignation or by any other impediment of one or more director seats without the number of directors is below the minimum statutory, the board of directors, may, between two general meetings, make a provisional appointments to title temporary.

Where the number of the directors is devenu less than the minimum legal, the directors restants must convoquer the ordinary general meeting within a period maximum of 30 days from the day or se produit the vacance in vue of completer the effectif of the board.

Where the number of the directors is devenu less than the minimum statutory, without however be less than the minimum legal, the board of directors must make a provisional appointments to title temporary in vue of completer its effectif within the period of 3 months from the day or se produit the vacance. the nominations effectuees by the board of directors in vertu of the paragraphs 1er and 3 above are subject to ratification of the plus prochaiordinary general meeting. failing this of ratification, the resolutions taken and the acts performed anterieurement by the board n'en demeurent pas unless valables.

Where the board of directors neglige of proceed to the nominations required or of convoquer the meeting, any interested may request the president of the court, ruling in summary proceedings, the appointment of to representative responsible for convoquer the general meeting to the effect of proceed to the nominations or of ratifier the nominations carried out in application of the paragraph 3.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The board of directors validly deliberates only if at least half of its members are actually present. unless otherwise provided in The The articles of association, a director may give written authority to another director to represent him or her to a meeting of the board. each director may hold only one proxy during the same meeting.

The The articles of association may provide that are deemed to be present, for the calculation of quorum and majority, the directors who participate in the meeting of the board of directors by the moyens of visioconference or moyens equivalents permettant their identification. this disposition is not applicable for hasdoption of the decisions provided for in Articles 63, 67 bis, 67 ter and

72. it is required an attendance register which is signed by all the directors participant to the meeting and the other persons who attend, in vertu of to disposition of this Law No.or for any other reason. unless The The articles of association n'exigent a majority plus forte, the decisions are taken by majority of the members present or represented and, unless disposition contrary of The articles of association, the votes of the chair is preponderante in the event of partage equal of the votes.

The directors and all the persons appelees to assist to the meetings of the board of directors are tenus to the discretion to with regard to the informations having a caractere confidentiel recues during or to the occasion of the meetings after in have been avertis by the chair. Article 50 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). it is designated by moyens of visioconference or moyens equivalents all moyens permettant to the directors, members of the supervisory board or shareholders of the company of participate to distance to the meetings of its organes of management or of its organes corporate. the moyens of visioconference utilises must perform the conditions following: - satisfaire to of the caracteristiques techniques garantissant a participation effective to the meetings of the organes of management or of the organes corporate of which the resolutions are retransmises of facon continue; - permettre of identifier prealablement the persons participant by this moyen to the meeting; - permettre an enregistrement fiable of the discussions and resolutions, for the moyens of proof. the minutes of the meetings of these organes font etat of any incident technique relating to the visioconference lorsthat it to perturbe the deroulement of the meeting.

The board of directors may set up within itself, and with the assistance, if it considers it necessary, of third parties, shareholders or not, of the technical committees responsible for studying the questions submitted to them for notice. it is rendu account to the meetings of the board of the deedivity of these comites and of the notice or recommandations formules.

The board sets the composition and the attributions of the comites which exercisesnt their activites under its liability. all the persons participant to the meetings desdits comites are required to the'obligation of discretion provided to the last paragraph of Article 50.

The resolutions of the board of directors are recorded in minutes drawn up by the secretary of the board under the authority of the chair and signed by the latter and by at least a director. in the event of impediment of the chair, the minutes are signed by two directors at least. the minutes indiquent the name of the directors present, represented or absents; they font etat of the presence of any other person having also assiste to any or part of the meeting and of the presence or of the absence of the persons convoquees to the meeting in vertu of to disposition legale. these minutes are communicated to the members of the board of directors of their institution and, no later than, to the moment of the notice of the meeting following. the observations of the directors on the text desdits minutes, or their demandes of rectification are, if they have not pu be taken into account plus tot, consignees to the minutes of the meeting following.

The minutes of the meetings of the board are consigned on a register special required at the registered office, initialled and numbered by the clerk of the court of the place of the registered office of the company. this register may be replaced by a recueil of feuillets mobiles numerotes without discontinuity and paraphes under the conditions provided in the paragraph preceding. any addition, suppression, substitution or interversion of feuillets is prohibitede. in all the case, this register or this recueil is place under the supervision of the chair and of the secretary of the board. it must be communicated to the directors and to the or to statutory auditors on their request; these last must, each times as are necessary, inform the members of the board of directors or of the management board and of the supervisory board of any irregularity in the holding of this register or of this recueil and the denoncer in their report general to the ordinary general meeting.

The copies or extraits of the minutes of the resolutions are validly certified by the chairman of the board of directors uniquement, or by a general manager jointly with the secretary. it is suffisamment justifie of the number of the directors in financial year, as well as of their presence and of their representation to a meeting of the board by the production of a copy or of to extrait of the minutes. during liquidation of the company, the copies or extraits are validly certified by a liquidator.

(3e paragraph, supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the ordinary general meeting may allocate to the board of directors, as jetons of presence, a somme sets annual, that it determilibrement, and that the board repartit between its members in the proportions that it juge convenables.

The board itself may allocate to certains directors for the missions and the mandats which their are confies to title special and temporary, and to the members of the comites provided in Article 51, a remuneration exceptionnelle, subject to respecter the procedure is time-barrede by Article

56. it may also autoriser the remboursement of the frais of voyage and of deplacement engages in the interest of the company. the remunerations and the remboursements of the frais are relatess to the charges of exploitation. subject to the provisions of Article 43 above, the directors may not recevoir, in this capacity, no other remuneration of the company.

Any contrary clause is deemed unwritten and any resolution contrary to these provisions is void.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12] any agreement entered into between a joint stock company and one of its directors or its general manager or its deputy general manager or its deputy general managers, as the case may be, or one of its shareholders holding, directly or indirectly, more than five percent of the capital or of the voting rights must be subject to the prior authorisation to the board of directors. the same applies of agreements to which one of the persons referred to in the first paragraph above is indirectly interestede or in lesquelles it traite with the company by person interposee. are also subject to prior authorisation to the board of directors, the agreements entered into between a joint stock company and an entreprise, if one of the directors or general manager or deputy general manager or deputy general managers, as the case may be, of the company is owner, shareholder indefinitely responsable, manager, director general manager of the business or member of its management board or of its supervisory board.

[amended and supplemented by l’Article One of Law No. 78-12]

The provisions of Article 56 are not applicable to the agreements relating to ordinary transactions entered into under normal conditions. however, these agreements, unless lorsonly in reason of their purpose or of their implications financiales are significatives for no of the parts, are communicateds by the interested party to the chairman of the board of directors. the liste comprenant the purpose and the conditions desdites agreements is communicated by the chair to the members of the board of directors and to the or to statutory auditors in the soixante days following the closing of the financial year.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the director the general manager interested is required to inform the board, of the that it to eu knowledge of to agreement to which the Article 56 applies. it may not take part in the vote on the authorisation sollicitee. the chairman of the board of directors avise statutory auditors of all the agreements authorised in vertu of Article 56 within a period of thirty days from the date of their conclusion and submits these to the'approval of the prochaiordinary general meeting. statutory auditors submit, on these agreements, a special report to the general meeting which statue on this report. the content the said report is sets by decret. the companies making public offering must publier the special report of statutory auditors selon the modalites set by the authority moroccan of the marches of the capitaux. the interested party may not take part in the vote and his or her shares are not taken into account in the calculation of quorum and majority. Article 58 bis: [insere by l’Article 2 of Law No. 78-12] for the companies making public offering, the persons referred in the first paragraph of Article 56 of this Law No.are also required to inform the board of directors of the elements permettant of evaluer their interest afferents to the conclusion of agreements provided to the same article. and in particular the kind of the relations existantes between the parts desdites agreements and the raisons economiques justifiant their conclusion as well as their differentes caracteristiques. Article 58 ter: [insere by l’Article 2 of Law No. 78-12] the company published, within a period maximum of 3 days, from the date of the conclusion of agreement, the elements provided in Article 58 bis below, by any moyen of publication that sets the authority moroccan of the marche of the capitaux, under penalty of the fine provided in the first paragraph of Article 420 above.

Where the performance of agreements entered into and authorised during of financial years previous a been continued during of the last financial year, the statutory auditor is informedd of this situation within the period of thirty days from the closing of the financial year.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the agreements approuvees by the meeting, comme those that it desapprouve, produisent their effets to with regard to the third parties, unless when they are are annulees in the case of fraude. even in the absence of fraude, the consequences prejudiciables to the company of agreements desapprouvees may be mises to the responsible for the director, of the general manager, of the deputy general manager or of the shareholder interested and eventuellement of the other members of the board of directors.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). without prejudice to the liability of the director, of the general manager, of the deputy general manager or of the shareholder interested, the agreements referred in Article 56 and entered into without prior authorisation to the board of directors may be annulees if they have eu of the consequences dommageables for the company. the action in nullity se is time-barred by three years from the date of agreement.

However, if the agreement a been concealede, the point of depart of the period of the prescription is rerelates to the day or it a been revelee. the nullity may be couverte by a vote of the general meeting entered into on the basis of a special report of statutory auditors exposant the circumstances in reason desquelles the procedure of autorisation has not been followed.

The provisions of the paragraph 4 of Article 58 are applicable. the decision of the ordinary general meeting made pas obstacle to the share in damages interest tendant to reparer the damage subi by the company.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Under penalty of nullity of the contract, it is prohibited to the directors other than legal entities, from contracting, in any form whatsoever, of the loans from the company, of one of its subsidiaries or of another company that it controls within the meaning of Article 144 below, to obtain an overdraft from it, in current account or otherwise, or have it guarantee or endorse their commitments towards third parties.

However, if the company operates a banking or financial institution, this prohibition does not apply to the ordinary transactions of this commerce entered into under normal conditions. the same prohibition applies to the general managers, to the deputy general managers, to the representatives permanents of the legal entities directors and to statutory auditors; it applies also to the spouses and to the ascendants and descendants untilu 2e degree inclus of the persons referred to this article thus only by any person interposee.

The board of directors elit in its sein, to the conditions of quorum and of majority provided in Article 50, a chair which is, under penalty of nullity of its appointment, a natural person. the chair is appointed for a duration which may not exceed it of its term office of director. it is reeligible.

The board of directors may the revoquer to any moment. any disposition contrary is deemed unwritten.

The board of directors appoints, on the proposal of the chair, a secretary of the board responsible for the organisation of the meetings under the authority of the chair, and of the drafting and of the recording of the minutes under the conditions is time-barredes to Articles 52 and

53. this secretary may be an employee of the company or an homme of hasrt choisi in dehors of the company, except of statutory auditors.

The board sets the amount of the remuneration of the chair and of the secretary of the board and its mode of calculation and of payment.

In the event of impediment temporary or of death of the chair, the board of directors may delegate a director in the duties of chair. in the event of impediment temporary, this delegation is given for a limited duration; it is renewable.

In the event of death, it vaut until the election of the nouveau chair.

(repealed and replaced, by Article 2 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the general management of the company is assumed, under its liability, either by the chairman of the board of directors with the title of chair general manager, either by another natural person appointed by the board of directors and portant the title of general manager. under the conditions definies by The The articles of association, the board of directors choisit between the two modalites of financial year of the general management referred in the first paragraph. this choix shall be relates to the knowledge of the shareholders lors of the prochaigeneral meeting and fera the purpose of the formalities of filing, of publication formalities and of registration with the commercial register under the conditions provided by the law.

Where the general management of the company is assumed by the chairman of the board of directors, the provisions relating to the general manager it are applicable. in the silence of The articles of association, the general management is assumed, under its liability, by the chairman of the board of directors. lorsonly one general manager is director, the duration of its duties may not exceed it of its mandat.

The directors which are ni chair, ni general manager, ni deputy general manager, ni employee of the company exercant of the duties of management must be plus nombreux that the directors having one of these qualites. Article 67 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). on the proposal of the general manager, the board of directors may donner mandat to one or more natural persons responsible to attend the general manager, with the title of deputy general manager.

The board of directors determines the remuneration of the general manager and of the deputy general managers. Article 67 ter:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the general manager is revocable to any moment by the board of directors. the same applies, on the proposal of the general manager, of the deputy general managers. if the removal is decided without juste reason, it may donner place to damages-interest, unless where the general manager assume the duties of the chairman of the board of directors.

Where the general manager cesse or is empeche of exercise its duties, the deputy general managers conservent, unless decision contrary of the board, their duties and their attributions until the appointment of the nouveau general manager. the contract of the employment of the general manager or of the deputy general manager removed, which se trouve be in same temps employee of the company, is not resilie by the sole fact of the removal.

Neither the company nor the third parties may not, for se avoid to their commitments, rely on an irregularity in the appointment of the persons responsible to administer or of manage the company, where this appointment has been validly published. the company may not se rely, to with regard to the third parties, of the nominations and cessations of duty of the persons referred to above, tant that its have not been validly publiees.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The board of directors determines the orientations of the deedivity of the company and ensures to their mise in œuvre. subject to the powers expressly allocated to the shareholders meetings and in the limite of the corporate purpose, it se saisit of any question interessant the bonmarche of the company and rule by its resolutions the affaires which the concern.

The board of directors carried out to the controles and verifications that it juge opportuns. in dealings with third parties, the company is bound even by the acts of the board of directors which relevent pas of the corporate purpose, unless it proves that the third parties knew that the said acts depassaient this purpose or that it pouvait ignores it account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof.

The provisions of The articles of association limitant the powers of the board of directors are unenforceable to the third parties.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The transfer by the company of real estate by kind as well as the total transfer or partlle of the participations figurant to its actif immobilise font the purpose of to authorisation of the board of directors. in in addition to, The The articles of association may subordonner to the prior authorisation to the board of directors the conclusion of certains acts of disposition. the cautions, avals and guarantees donnes by of the joint stock companies other than those exploitant of the establishments banking or financials font the purpose of to authorisation of the board of directors, under penalty of inopposabilite to the company under the conditions provided below.

The board of directors may, in the limite by an amount total that it sets, autoriser the general manager to donner of the cautions, avals or guarantees in the name of the company. this authorisation may also set, by engagement, an amount to the-dela duquel the caution, hasval or the guarantee of the company may not be given. lorsonly one engagement exceeds oor hasutre of the montants thus setss, the authorisation of the board of directors is required in each cas. the duration of autorisations provided in the paragraph preceding may not be superieure to a year, quelle whatever the duration of the commitments cautionnes, avalises or garantis. by way of derogation to the provisions of the paragraph 3 above, the general manager may be authorised to donner, to with regard to administrations fiscales and douanieres, of the cautions, avals or guarantees in the name of the company, without limite of amount. the general manager may delegate the power that it to recu in application of the paragraphs precedents. if the cautions, avals or guarantees have been donnes for an amount total greater than to the limite setse for the period in cours, the exceeding may not be oppose to third parties who n'en have pas eu knowledge, unless the amount of the engagement invoque n'excede, to it seul, one of the limites set by the board of directors in application of the paragraph 3 above.

The board of directors may decider the transfert of the registered office in the same prefecture or province.

However, this decision must be ratifiee by the plus prochaiextraordinary general meeting.

[amended and supplemented by l’Article One of Law No. 78-12]

The board of directors convenes shareholders meetings, sets their agenda, sets the terms of the resolutions to be submitted to them and those of the report to be presented to them on these resolutions. at the close of each financial year, it drawn up an inventory of the differents assets and liabilities corporate existant to this date, and etablit the financial statements annual, in accordance with the legislation in force. it must in particular present to the ordinary general meeting annual a management report comportant the informations provided in Article

142. in the case of the companies making public offering, this board is, in in addition to, responsable of the information destinee to the shareholders and to the publ ic provided by the provisions legislatives and settlementaires in vigueur.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The board of directors is convened by the chair, as often that this Law No.provides and that the bonmarche of affaires company the necessite. the chair sets the agenda of the board of directors, in tenant account of the demandes of registration on the said ordre of the propositions of decisions issued by of each director. in the event of urgence, or if it y to defaillance of the share of the chair, the notice may be faite by statutory auditors.

Where the board is pas reuni depuis plus of two months, the general manager or the third parties at least of the directors may request to the chair of convoquer the board.

Where the chair convened pas it within a period of 15 days from the date of the request, the said general manager or the said directors may convoquer the board of directors to se reunir. the general manager or the directors, as the case may be, etablissent the agenda purpose of the notice of the board in accordance with the paragraph preceding. in the absence of provisions statutorys contrary, the notice may be faite by all the moyens. in all the case, the notice must hold account, for the fixation of the date of the meeting, of the place of residence of all the members. this notice must be accompanied by to agendand of the information necessary to the directors for their permettre of se preparer to the resolutions.

(repealed and replaced, by Article 2 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). subject to the powers that the Law No.expressly grants to the shareholders meetings and to the board of directors, and in the limite of the corporate purpose, the general manager is investi of the broadest powers to act in all circumstances in the name of the company. it represented the company in its reports with the third parties. the company is bound even by the acts of the general manager which relevent pas of the corporate purpose, unless it proves that the third parties knew that the deed depassait this purpose or that it pouvait ignores it account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof.

The provisions of The articles of association or the decisions of the board of directors limitant the powers of the general manager are unenforceable to the third parties. Article 74 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the chairman of the board of directors represented the board of directors. it organise and dirige the travaux of it, of which it rend account to the general meeting. it ensures to the bon operation of the organes of the company and assure, in particulier, that the directors are in extent of perform their mission. each director recoit all the informations necessaires to completion of its mission and may request to the chair all the documents and informations that it estime utiles.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). with regard to the company, the deputy general managers are vested with the powers of which the board of directors determine, on the proposal of the general manager, the etendue and the duration. to with regard to the third parties, the deputy general managers disposent of the same powers that the general manager.

The directors not managers are particulierement charges to the sein of the board, of the control of the management and of the suivi of audits internes and externes. they may constitute between eux a comite of the vestedsements and a comite of the traitements and remunerations.

It may be stipulated by The The articles of association of any joint stock company that it is governed by the provisions of the present chapter. in this cas, the company remains subject to the'ensemble of the rules applicable to the joint stock companies, to the exclusion of those that prevoient Articles 39 to

76. the introduction in The The articles of association of this provision, or its suppression, may be decided during the life of the company. in this cas, the corporate name is preceded or followed of the mots " joint stock company to management board and to supervisory board ", subject to the provisions of Article 4.

The joint stock company is dirigee by a management board composed of a number of members sets by The The articles of association, which may not be greater than to five.

However, where the shares of the company are listed to the cote of the stock exchange, The The articles of association may relatesr this number to seven. in the joint stock companies of which the capital is less than a million five one hundred thousand dirhams, the duties grantses to the management board may be exerciseses by an only person.

The management board exercises its duties under the control of to supervisory board.

The members of the management board are appointed by the supervisory board which confere to one of them the capacity of chair. lorsqu'useule person exercises the duties devolues to the management board, it prend the title of sole general manager.

Under penalty of nullity of appointment, the members of the management board or the sole general manager are of the natural persons. they may be chosen in dehors of the shareholders. they may be of the employees of the company. if a registered office of member of the management board is vacant, the supervisory board must the pourvoir within the period of two months. failing this, any interested may request the president of the court, ruling in summary proceedings, of proceed to this appointment to title temporary. the person thus appointed may, to any moment, be replaced by the supervisory board.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the members of the management board or the sole general manager may be removed by the general meeting, as well as, if The The articles of association the prevoient, by the supervisory board. if the removal is decided without juste reason, it may donner place to damages- interest. the employment contract of the member of the management board removed, which se trouve be in same temps employee of the company, is not resilie by the sole fact of the removal.

The The articles of association determinent the duration of the mandat of the management board in of the limites comprises between two and six years. failing this of provisions statutorys, the duration of the mandat is of four years.

In the event of vacancy, the remplacant is appointed for the temps which remains to courir untilu renouvellement of the management board.

The deed of appointment sets the amount and the mode of the remuneration of each of the members of the management board.

The supervisory board is composed of at least three and at most twelve members. this last number is relates to 15 where the shares of the company are listed to the cote of the stock exchange.

However, in the event of merger, these nombres of douze and quinze pourront be exceedss until limit of the number total of the members of the supervisory board in duty depuis plus of six months in chacuof the companies fusionnees, without power be greater than to twenty-four, twenty-seven in the case of to merger of a company of which the shares are listed to the cote of the stock exchange and of another company, thirty in the case of to merger of two companies of which the shares are listed to the cote of the stock exchange. unless in the event of nouvelle merger, it pourra be carried out to no appointment of nouveaux members of the supervisory board, ni to the remplacement of the members of the supervisory board decedes, removed or resigneds, tant that the number of the members of the supervisory board will not have pas been reduced to douze or to quinze where the shares of the company are listed to the cote of the stock exchange.

Each member of the supervisory board must own a number of shares of the company determined by The The articles of association. this number may not be less than that required by The The articles of association to grant shareholders the right to attend to the ordinary general meeting. if on the day of its appointment, a member of the supervisory board does not own of the number of required shares, or if, during the term office, he or she ceases to own them, it is deemed resigned office, if it has not regularised its situation within the period of three months. (paragraphs 3, 4 and 5, repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Statutory auditors ensure, under their liability, to compliance of the provisions provided in Article 84 and report any violation in their report to the general meeting annual.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). no member of the supervisory board may not make part of the management board. if a member of the supervisory board is appointed to the management board, its mandat to the board prend fin of the its entree in duty. no natural person, employeee or representative corporate of a legal entity member of the supervisory board of the company may not make part of the management board.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the members of the supervisory board are appointed by The The articles of association, and during of the vie corporate, by the ordinary general meeting. the duration of their duties may not however exceed six years, when they are are appointed by the general meetings and three years, when they are are appointed in The The articles of association.

In the event of merger or of demerger, the appointment may be faite by the extraordinary general meeting. the members of the supervisory board are reeligibles unless otherwise provided in The The articles of association. they may be removed to any moment by the ordinary general meeting. any appointment occurred in violation of the provisions precedentes is void except of those to which it may be carried out under the conditions provided in Article

89. the duties of to member of the supervisory board prennent fin to the'issue of the meeting of the ordinary general meeting which to statue on the accounts of the financial year ecoule and which is holding in the year during of which expire the mandat the said member of the supervisory board.

A legal entity may be appointed to the supervisory board. upon its appointment, it must appoint a permanent representative which is subject to the same conditions and bonds and which encourt the same responsabilites civil and penale only if it etait member of the board in its name own without prejudice to the liability solidaire of the legal entity that it represented.

Where the legal entity removed its representing, it must of pourvoir in same temps to its remplacement. it notified without period its decisions to the company. it carried out of same in the event of death or of resignation of the permanent representative.

In the event of vacancy by death, by resignation or by any other impediment of one or more sieges of member of the supervisory board, this board may, between two general meetings make a provisional appointments to title temporary.

Where the number of the members of the supervisory board is devenu less than the minimum legal, the management board must convoquer the ordinary general meeting within a period maximum of thirty days from the day or se produit the vacance in vue of completer the effectif of the supervisory board.

Where the number of the members of the supervisory board is devenu less than the minimum statutory, without however, be less than the minimum legal, the supervisory board must make a provisional appointments to title temporary in vue of completer its effectif within the period of three months from the day or se produit the vacance. the nominations effectuees by the supervisory board in vertu of the first and third paragraphs of this article are subject to ratification of the prochaiordinary general meeting. failing this of ratification, the resolutions taken and the acts performed anterieurement by the board n'en demeurent pas unless valables.

Where the board neglige of proceed to the nominations required, or if the meeting is not convened, any interested may request the president of the court ruling in summary proceedings the appointment of to representative responsible for convoquer the general meeting, to the effect of proceed to the nominations or of ratifier the nominations carried out in application of the third paragraph.

[amended and supplemented by l’Article One of Law No. 78-12]

The supervisory board elit in its sein a chair, where applicable, a vice- chair which are charges of convoquer the board and of it manage the debates. and sets, where applicable, their remuneration. in the event of impediment temporary or death of the chair, the supervisory board may delegate an of its members for exercise the duties of the chair. in the event of impediment temporary, this delegation is given for a limited duration, renewable. in the event death, ladite delegation notice valable until the election of to nouveau chair.

Under penalty of nullity of their appointment, the chair and the vice-chair of the supervisory board are of the natural persons. they exercisesnt their duties pendant the duration of the mandat of the supervisory board.

The supervisory board deliberates validly only if at least half of its members are present. unless The The articles of association prevoient a majority plus forte, the decisions are taken by majority of the members present or represented. unless otherwise provided in The The articles of association, the votes of the chair of meeting is preponderante in the event of partage.

The provisions of articles 50 to 54 apply to the operation of the supervisory board.

The general meeting may allocate to the members of the supervisory board, in remuneration of their activity, as jetons of presence, a somme sets annual that this meeting determiwithout be liee by of the provisions statutorys or of the decisions anterieures. the amount of it is relates to the charges of exploitation.

The board repartit between its members the amounts thus allocateds in the proportions that it juge convenables.

It may be alloue by the supervisory board of the remunerations exceptionnelles for the missions or mandats confies to of the members of this board; in this cas these remunerations scopes to the charges of exploitation, are subject to the provisions of articles 95 to 99.

The members of the supervisory board may not, in this capacity, recevoir of the company no remuneration permanente or not, other than those provided for in Articles 92 and

93.

Any contrary clause is deemed unwritten and any decision contrary is void.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). any agreement entered into between a company and one of the members of the management board or of its supervisory board or one of its shareholders holding, directly or indirectly, more than five percent of the capital or of the voting rights, is subject to the prior authorisation of its supervisory board. the same applies of agreements to which one of the persons referred to the paragraph preceding is indirectly interestede or in lesquelles it traite with the company by person interposee. are subject to the same authorisation the agreements entered into between a company and an entreprise, if one of the members of the management board or of the supervisory board of the company is owner, shareholder indefinitely responsable, manager, director, general manager or member of the management board or of the supervisory board of the business.

[amended and supplemented by l’Article One of Law No. 78-12]

The provisions of Article 95 are not applicable to the agreements relating to ordinary transactions entered into under normal conditions. however, these agreements, unless lorsonly in reason of their purpose or of their implications financiales are significatives for no of the parts, are communicated by the interested party to the chair of the supervisory board. the liste, comprenant the purpose and the conditions desdites agreements is communicated by the chair to the members of the supervisory board and to the or to statutory auditors in the soixante days following the closing of the financial year.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12] the member of the management board or of the supervisory board or the shareholder interested is required to inform the supervisory board as soon as he or she becomes aware of to agreement to which the Article 95 applies. if it it concerns of to member of the supervisory board, it may not take part in the vote on the authorisation sollicitee. the chair of the supervisory board avise statutory auditors of all the agreements authorised in vertu of Article 95 above, and this within the period of thirty days from the date of their conclusion and the submits to the'approval of the prochaiordinary general meeting.

Where the performance of agreements entered into and authorised during of financial years previous a been continued during of the last financial year, statutory auditors are informeds of this situation within the period of thirty days from the closing of the financial year. statutory auditors submit on these agreements a special report to the general meeting which statue on this report. the content the said report is sets by decret for the companies making public offering, the special report of statutory auditors must be published selon the modalites set by the authority moroccan of the marche of the capitaux. the interested party may not take part in the vote and his or her shares are not taken into account for the calculation of quorum and majority. article 97bis: [insere by l’Article 2 of Law No. 78-12] for the companies making public offering, the persons referred in the first paragraph of Article 95 of this Law No.are also required to inform the supervisory board of the elements permettant of evaluer their interest afferents to the conclusion of agreements provided to the same article. and in particular the kind of the relations existantes between the parts desdites agreements and the raisons economiques justifiant their conclusion as well as their differentes caracteristiques. Article 97 ter: [insere by l’Article 2 of Law No. 78-12] the company published, within a period maximum of 3 days, from the date of the conclusion of agreement, the elements provided in Article 97 bis above, by any moyen of publication that sets the authority moroccan of the marche of the capitaux, under penalty of the fine provided in the first paragraph of Article 420 above.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the agreements approuvees by the general meeting, comme those that it desapprouve, produisent their effets to with regard to the third parties, unless when they are are annulees in the case of fraude. even in the absence of fraude, the consequences prejudiciables to the company of agreements desapprouvees may be mises to the responsible for the member of the supervisory board or of the member of the management board or of the shareholder interested and, eventuellement of the other members of the management board.

Without prejudice to the liability of the interested party, the agreements referred in Article 95 and entered into without prior authorisation to the supervisory board, may be annulees if they have eu of the consequences dommageables for the company. the action in nullity se is time-barred by three years from the date of agreement.

However, if the agreement a been concealede, the point of depart of the period of prescription is rerelates to the day or it a been revelee. the nullity may be couverte by a vote of the general meeting entered into on the basis of a special report of statutory auditors exposant the circumstances in reason desquelles the procedure of autorisation has not been followed. the fourth paragraph of Article 97 applies. the decision of the ordinary general meeting made pas obstacle to the share in damages-interest tendant to reparer the damage subi by the company.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Under penalty of nullity of the contract, it is prohibited to the members of the management board and to the members of the supervisory board other than the legal entities, of contract, in any form whatsoever of the loans from the company, of one of its subsidiaries or of another company that it controls within the meaning of Article 144 below, to obtain an overdraft from it in current account or otherwise, or have it guarantee or endorse their commitments towards third parties.

However, if the company operates a banking or financial institution, this prohibition does not apply to the ordinary transactions of this commerce entered into under normal conditions. the same prohibition applies to the representatives permanents of the legal entities members of the supervisory board and to statutory auditors; it applies also to the spouses and to the ascendants and descendants untilu 2e degree inclus of the persons referred to this article thus only by any person interposee.

The members of the management board and of the supervisory board, as well as any person appelee to assist to the meetings of these organes, are tenus to the'obligation of discretion provided to the last paragraph of Article 50.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12

The management board is investi of the broadest powers to act in all circumstances in the name of the company; it the exercises in the limite of the corporate purpose and subject to those which are expressly allocated by the Law No.to the supervisory board and to the shareholders meetings. in dealings with third parties, the company is bound even by the acts of the management board which relevent pas of the corporate purpose, unless it proves that the third parties knew that the deed exceeds this purpose or that it pouvait ignores it account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof.

The provisions of The articles of association limitant the powers of the management board are unenforceable to the third parties.

The management board deliberates and prend its decisions under the conditions set by The The articles of association. unless otherwise provided in The The articles of association, the members of the management board may, with the authorisation of the supervisory board, repartir between eux the taches of the management.

However, this distribution may not, in no cas, have for effect of retirer to the management board its caractere of orgaassurant collegialement the management of the company. in the case of the companies making public offering, the management board is, in in addition to, responsable of the informations destinees to the shareholders and to the public provided by the provisions legislatives and settlementaires in vigueur.

The chairman of the management board or, where applicable, the sole general manager represented the company in its reports with the third parties.

However, The The articles of association may habiliter the supervisory board to grantsr the same power of representation to one or more other members of the management board which relatesnt alors the title of general manager.

The provisions of The articles of association limitant the power of representation of the company are unenforceable to the third parties.

(3e paragraph, amended by Article One of Law No.° 20-05 promulgated by the dahir n°1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The supervisory board exercises the permanent supervision of the management of the company by the management board.

The The articles of association may subordonner to the prior authorisation to the supervisory board the conclusion of the transactions that its enumerent. lorsqu'utransaction required the authorisation of the supervisory board and that it the refuse, the management board may submit the differend to the general meeting for decision.

The transfer of real estate by kind, the total transfer or partlle of the participations figurant to its actif immobilise, as well as the constitution of suretes, cautions, avals and guarantees, unless in the companies exploitant a banking or financial institution, font the purpose of to authorisation of the supervisory board. it sets an amount for each transaction.

However, the management board may be authorised to donner, without limite of amount, of the cautions, avals or guarantees to the administrations fiscales and douanieres. lorsqu'utransaction exceeds the amount thus sets, the authorisation of the supervisory board is required in each cas.

The management board may delegate the power that it to recu in application of the paragraphs precedents. the absence of autorisation is unenforceable to the third parties, unless the company proves that those ci in had eu knowledge or pouvaient ignores it. at any time of the year, the supervisory board carried out the verifications and the controles that it juge opportuns and may se make communiquer the documents that it estime utiles to completion of its mission. the members of the board may inspect of all informations and renseignements relating to the vie of the company. a times by trimestre at least, the management board presente a report to the supervisory board. after the closing of each financial year and within the period of three months, the management board presente to the board, to the fins of verification and of control, the documents referred in Article

141.

The supervisory board presente to the general meeting provided to the same article its observations on the report of the management board as well as on the accounts of the financial year.

The deplacement of the registered office in the same prefecture or province, may be decided by the supervisory board, subject to ratification of this decision by the prochaiextraordinary general meeting.

In the event of merger of a joint stock company to board of directors and of a joint stock company to management board and to supervisory board, the number of the directors or of the members of the supervisory board, as the case may be, may exceed the number of douze or of quinze until limit of the number total of the directors and of the members of the supervisory board in duty depuis plus of six months in the companies fusionnees without exceeding the number of twenty-four or of twenty- seven.

The provisions of articles 39, paragraph 3 and 83 paragraph 3 are applicable. Article 106 bis: [insere by l’Article 2 of Law No. 78-12] for the companies of which the shares are listed to the cote of the stock exchange, a comite of audit agissant under the liability, as the case may be, of the board of directors or of the supervisory board, must be c ree. this comite, assure the suivi of the questions relating to the'elaboration and to the control of the informations comptables and financiales. this comite, of which the composition is setse by the board precite, includes of the directors or of the members of the supervisory board to the exclusion of those which exercisesnt any other duty to the sein of the company. the members of the comite must justifier of to experience sufficient in matiere financiale or comptable and be independants to the regard of criteres precises and publies by the board precite, selon the modalites set by the authority moroccan of the marche of the capitaux. without prejudice to the competences and responsabilites of the organes charges of the administration, of the management or of the management, the comite of hasudit is in particular charge: 1) of the suivi of the elaboration of the information destinee to the shareholders, to the public and to the authority moroccan of the marche of the capitaux; 2) of the suivi of the efficacite of the systemes of control interne, of audit interand, where applicable, of management of the risques lies to the company; 3) of the suivi of the control legal of accounts corporate and of accounts consolidated; 4) of the examen and of the suivi of the independance of statutory auditors, in particulier for this which concerthe fourniture of services complementaires to the'entite controlee. it emet a recommandation to the general meeting on statutory auditors of which the appointment is proposee. it rend account validly to the board of directors or to the supervisory board of the financial year of its missions and the informed without period of any difficulte rencontree.

The shareholders meetings which se tiennent during of the vie corporate are generals or speciales. the meetings speciales meetingsent that the titulaires of to same categorie of shares.

The general meetings are ordinaires or extraordinaires. they resubmit all of the shareholders.

The decisions of the general meetings imposent to all, same to the absents, incapables, opposants, or prives of the right of vote.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the extraordinary general meeting is only habilitee to modifier The The articles of association in all their provisions; any contrary clause is deemed unwritten. it may not, however, comme it is dit in Article One, augmenter the commitments of the shareholders, subject to the transactions resultant of to regroupement of shares validly carried out, ni change the nationality of the company. it deliberates validly only if the shareholders present or represented holdsnt at least, on first notice, the half, and, on second notice, one quarter of the shares having the right of vote. failing this of this last quorum, the second meeting may be extended to a date posterieure of two months to the plus to it to which it had been convened. it statue by majority of the two third parties of the votes of the shareholders present or represented.

The The articles of association may provide that are deemed to be present for the calculation of quorum and majority, the shareholders who participate in the meeting by of the moyens of visioconference or by of the moyens equivalents permettant their identification of which the conditions are set by Article 50 bis of this law.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the ordinary general meeting prend all the decisions other than those referred in Article preceding. it deliberates validly on first notice only if the shareholders present or represented holdsnt at least one quarter of the shares having the right of vote. on second notice, no quorum is not requis. it statue by majority of the votes of which disposent the shareholders present or represented.

The The articles of association may provide that are deemed to be present, for the calculation of quorum and majority, the shareholders who participate in the meeting by of the moyens of visioconference or by of the moyens equivalents permettant their identification of which the conditions are set by Article 50 bis of this law.

Where the company, in the two years following its registration with the commercial register acquiert a bien appartenant to a shareholder and of which the value is at least equale to a dixieme of the share capital, an auditor, responsible for apprecier, under its liability, the value of this bien, is designated by order of the president of the court ruling in summary proceedings to the request of the chairman of the board of directors or of the chair of the supervisory board. this auditor is subject to the provisions provided in Article

25. the report of auditor is mis available of the shareholders. the ordinary general meeting decides on the valuation of the bien, under penalty of nullity of the acquisition. the vendeur has not votes deliberative, ni for itself, ni comme representative.

The provisions of this article are not applicable where the acquisition of the bien in cause is carried out in bourse under form of shares cotees, or under the control of to authority judiciaire, or in the cadre of the ordinary transactions of the company entered into under normal conditions.

The meetings speciales referred to the 2e paragraph of Article 107 are competent for rule on any decision interessant the categorie of shares of which their members are titulaires under the conditions provided by this law. the decision of to general meeting of modifier the rights relating to a categorie of shares is not final only after approval by the meeting speciale of the shareholders of this categorie. the meetings speciales deliberent to the conditions of quorum and of majority provided in Article 111.

The rules of quorum and of majority provided for in Articles 110, 111 and 113 n'etablissent only one minimum legal pouvant be increased by The The articles of association.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the ordinary general meeting is reunie at least a times by year in the six months of the closing of the financial year, subject to prolongation of this period an only times and for the same duration, by order of the president of the court ruling in summary proceedings, to the request of the board of directors or of the supervisory board. after lecture of its report, the board of directors or the management board presente to the ordinary general meeting the financial statements annual. in in addition to, statutory auditors relatent, in their report, completion of their mission and font share of their conclusions.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12 the general meeting is convened by the board of directors or the management board, failing this, and in the event of’urgence it may be also convened by: 1) statutory auditors; 2) a representative designated by the president of the court ruling in summary proceedings to the request, whether of any interested in the event of urgence, whether of one or more shareholders meetingsant at least one tenth of the share capital; 3) the liquidators. 4) the shareholders majoritaires in capital or in voting rights after an offre public of achat or of exchange or after a transfer of to bloc of securities modifiant the control of the company; 5) the supervisory board. statutory auditors may not convoquer the meeting of the shareholders only after have unsuccessfully requis its notice by the board of directors or the supervisory board and the management board

In the event of plurality of statutory auditors, they agissent of agreement between eux and set the agenda. if its are in desaccord on the opportunite of convoquer the meeting, one of them may request the president of the court, ruling in summary proceedings, the authorisation of proceed to this notice, the other auditors and the chairman of the board of directors or of the supervisory board and of the management board dument appeles. the order of the president of the court, which sets the agenda, is not susceptible of aucuvoie of recours. the frais entailss by the meeting of the meeting are to the responsible for the company. Article 116 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The provisions of Article 116 are applicable to the meetings speciales.

The agenda of the meetings is sets by hasuteur of the notice.

However, one or more shareholders representing at least five for one hundred of the share capital have the faculte of requerir the registration of one or more drafts of resolutions to the agenda.

Where the share capital of the company is greater than to five million of dirhams, the amount of the capital to represent in application of the paragraph preceding is reduced to two for one hundred for the surplus.

Subject to the miscellaneous questions which must have only minor importance, the questions listed to the agenda are worded in such a way that their content and their scope apparaissent clairement without that it ait place of se rerelatesr to of other documents. the meeting may not deliberer on a question which is not inscrite to the agenda. neanunless, it may, in all circumstances, revoquer one or more directors or members of the management board and proceed to their remplacement. the agenda of the meeting may not be amended on second notice.

Hasuteur of the notice must etablir and present to any meeting, a report on the questions listed to the agendand the resolutions subject to the vote.

Any shareholder of a company making pas publicly appel to savingswhich veut user of the faculte provided in Article 117, paragraph 2 may request to the company of the opinioner, by registered letter, of the date provided for the meeting of the meetings or of some of them, thirty days at least before this date. the company is holding of itvoyer this notice auquel is joint the agendand the drafts of resolutions, if the shareholder it to adresse the amount of the frais of itvoi. the request of registration of drafts of resolutions to the agenda must be adressee at the registered office by registered letter with acknowledgment of receipt twenty days at least before the date of the meeting on first notice, the cachet of the poste making foi.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12 the companies making publicly appel to savingssont required, thirty days at least before the meeting of the meeting of the shareholders, of publier a notice of notice to the meeting in a newspaper figurant in the liste setse by the textes legislatifs and settlementaires in vigueur. this notice includes the indications provided in Article 124 as well as the text of the drafts of resolutions which shall be presented to the meeting by the board of directors or the management board, completees by a description precise of the procedures that the shareholders must suivre for participate and voter to the meeting, in particulier of the modalites of vote by power of attorney or by correspondence the opinion of meeting may pas include the informations listed to the 1 er paragraph where these are publiees on the site internet of the company, no later than, the day same of the publication the said notice of the meeting. in this cas, this last mentionthe address of the site internet precite. the request of registration of the drafts of resolution to the agenda, must be filed or adressee at the registered office against acknowledgment of receipt within the period of ten days from the publication of the opinion provided in the paragraph preceding. wording of this period is scope in the opinion. Article 121 bis: [insere by l’Article 2 of Law No. 78-12] pendant a period interrompue commencant no later than the twenty-and unieme day precedant the meeting, the companies of which the shares are listed to the cote of the stock exchange publient on their site internet vise in Article 155 bis below the informations and documents suivants: 1- the opinion mentionto the Article 121; 2- the number total of voting rights existant and the number of shares composant the capital of the company to the date of the publication of the opinion mentionto the Article 121, in precisant, where applicable, the number of shares and of voting rights existant to this date for each categorie of shares; 3- the documents intended to be presented to the meeting; 4- the text of the drafts of resolution which shall be presented to the meeting. the drafts of resolution subject or filed by the shareholders are ajoutes to the site internet without period after receipt by the company; 5- the formulaires of vote by correspondence and of vote by power of attorney, unless in the case or the company adresse these formulaires to all the shareholders.

Where, for of the raisons techniques, these formulaires may not be rendus accessibles on its site internet, the company indique on it the lieux, the modalites and the conditions in lesquels they may be obtenus. it the envoie to its frais to any shareholder which in fai t the request.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12 the convocations to the meetings are faites by a notice insere in a newspaper of legal notices. if all the shares of the company are nominatives, the opinion provided in the paragraph first may be replaced by a notice faite to each shareholder in the forms and conditions is time-barredes by The The articles of association. for the companies making public offering, where the company recoit no request of registration of the drafts of resolution to the agenda of the share of one shareholder, under the conditions referred in Article 121 above, the opinion of meeting tient place of avis of notice tel that it a been published.

The period between the date, whether of the insertion or of the last of the insertions in the newspaper of legal notices contenant the opinion of notice, whether of the envoi of the letters recommandees and the date of the meeting of the meeting is at least of fifteen days on first notice and of eight days on notice following.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the opinion of notice must mention the corporate name followed, where applicable, of its sigle, the form of the company, the amount of the share capital, the address of the registered office, the number registration with the commercial register, the day, heure and place of meeting as well as the kind of the meeting ordinary, extraordinary or speciale, its agendand the text of the drafts of resolutions. for the drafts of resolutions issued by of the shareholders the notice must indicate if its are agrees or not by the board of directors or the supervisory board. the opinion of notice indique, where applicable, the conditions and the modalites of vote by correspondence telles that provided by Article 131 bis of this law. the notice to a meeting reunie on second notice must rappeler the date of the meeting which has not pu validly deliberer.

Any meeting irregulierement convened may be annulee.

However, the action in nullity is not recevable where all the shareholders etaient present or represented.

Unless otherwise provided in The The articles of association, the shareholders meetings are reunies at the registered office or in any other place of the ville or is located the registered office designated by the opinion of notice.

The The articles of association may exiger a number minimum of shares, without that it may be greater than to ten, to attend the right of participate to the ordinary general meetings.

The shareholders who meetingsent pas the number requis may se reunir for atteindre the minimum provided by The The articles of association and be represented by otwo.

In all the meetings, the quorum is calculatione on all of the shares composant the share capital or the categorie of shares interestede, deduction faite eventuellement of those which are privees of the right of vote in vertu of provisions legal or statutorys.

Unless otherwise provided in The The articles of association, the voting right attached to the share belongs to the usufructuary in the ordinary general meetings and to the bare owner in the general meetings extraordinaires. the coowners of shares indivises are represented to the general meetings by one of them or by a representative unique.

In the event of desaccord, the representative is designated by the president of the court, ruling in summary proceedings, to the request of the coowner the plus diligent.

In the event of nantissement of the shares, the right of vote is exercises by the owner. the creditor gagiste is required of proceed to the filing of the shares nanties, if the debiteur it in made the request and in support the frais.

The The articles of association may subordonner the participation or the representation to the meetings, whether to the'inscription of the shareholder on the register of the shares nominatives of the company, whether to the filing, to the place indique by the opinion of notice, of the shares to the relatesur or of to certificat of filing delivre by the establishment depositaire of these shares. the duration pendant which these formalities must be accomplies is setse by The The articles of association. it may not be anterieure of plus of five days to the date of meeting of the meeting.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). a shareholder may be represented by another shareholder, by its spouse, by an ascendant or descendant; in companies that font public offering, it may also be represented by any legal entity having for corporate purpose the management of relatesfeuilles of securities. any shareholder may recevoir the powers issued by of other shareholders in vue to represent him or her to a meeting and this without limitation of the number of mandats ni of the votes of which may provide a same person, tant in its name personnel that comme representative, unless this number whether sets in The The articles of association. unless otherwise provided in The The articles of association, for any power of attorney of one shareholder adressee to the company without indication of representative, the chair of the general meeting emet a vote favorable to the'adoption of the drafts of resolutions presented or agrees by the board of directors or the supervisory board and a vote defavorable to the'adoption of all the other drafts of resolution. for issue any other vote, the shareholder must make choix of to representative which accepts of voter in the sens indique by the mandant. the clauses contrary to the provisions of the two first paragraphs are reputees not written. Article 131 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The The articles of association may provide that any shareholder may voter by correspondence by means of to formulaire. the formulaires giving no sens of vote or exprimant an abstention shall be pas taken in consideration for the calculation of the majority of the votes. the formulaire of vote by correspondence adresse to the company for a meeting vaut for the meetings successives convoquees with the same agenda. from the notice of the meeting, a formulaire of vote by correspondence and its appendices are remis or adresses, to the frais of the company, to any shareholder which in made the request, by all moyens provided by The The articles of association or the opinion of notice. the company must make right to any request filed or recue at the registered office no later than ten days before the date of meeting. this period is reduced to six days for companies that font pas publicly appel to the'savings. for the calculation of quorum, it is not required account that of the formulaires which have been received by the company before the meeting of the meeting. the date after which it shall be plus required account of the formulaires of vote received by the company may not be anterieure of plus of two days to the date of the meeting of the meeting. the content of the formulaire of vote by correspondence, as well as the documents which must y be appendices, are setss by decret.

The power of attorney given for be represented to a meeting by a shareholder is signed by it and indique its first name, name and address. the representative designated has not faculte of se substituer another person. the mandat is donfor an only meeting. it may however be donfor two meetings, the uordinary, hasutre extraordinary, required the same day or within a period of fifteen days. the mandat donfor a meeting vaut for the meetings successives convoquees with the same agenda.

The company may not voter with of the shares by it acquises or taken in gage. it is not required account of these shares for the calculation of quorum.

To each meeting is holding a feuille of presence which indicates the first name, name and address of the shareholders and, where applicable, of their representatives, the number of shares and of votes of which they are titulaires. the feuille of presence to which are appendices the powers of representation received by the shareholders or adresses to the company must be emargee by the shareholders present and by the representatives of the shareholders represented and certifiee exacte by the bureau of the meeting. the bureau of the meeting is composed of to chair and of two scrutateurs, assistes of to secretary.

The shareholders meetings are presidees by the chairman of the board of directors or of the supervisory board, or in its absence, by the person designated in The The articles of association. failing this, the meeting elit itself its chair.

In the event of notice by statutory auditors, by a representative of justice or by the liquidators, the meeting is presidee by it or by oof those which the have convened. are designed scrutateurs of the meeting the two members of it disposant by eux same, or as representatives, of the plus grand number of votes and acceptant this duty. the bureau of the meeting designated the secretary which may be the secretary of the board of directors provided in Article 64 or any other person choisie in dehors of the shareholders, unless otherwise provided in The The articles of association.

[amended and supplemented by l’Article One of Law No. 78-12 the resolutions of the meetings are recorded by a minutes signed by the members of the bureau and drawn up on a register or on of the feuillets mobiles under the conditions provided in Article

53. the minutes mentionthe date and lieux of meeting, the mode of notice, the agenda, the composition of the bureau, the number of shares participant to the vote and the quorum atteint, the documents and reports subject to the meeting, a summary of the debates, the text of the resolutions mises to the votes and the profit or loss of the votes. the said minutes precise, at least, for each resolution, the number of shares for lesquelles of the votes have been validly exprimes, the proportion of the share capital represented by these votes, the number total of the votes validly exprimes, as well as the number of the vote s exprimes for and against each resolution and, where applicable, the number of abstentions. the companies of which the shares listed to the cote of the stock exchange publient on their site internet, within a period which exceeds pas fifteen days after the meeting of the meeting, the resultats of the votes drawn up in accordance with the paragraph preceding.

Where the meeting may not validly deliberer faute of quorum, it in is drawn up minutes by the bureau of ladite meeting.

The copies or extraits of the minutes of the meetings are validly certified, under the conditions provided in the paragraph first of article

54.

In the event of liquidation of the company, they are validly certified by a seul liquidator.

The resolutions taken by the meetings in violation of the provisions of articles 110, 111, 113 (paragraph 3), 117, 118 (paragraph 2) and 134 are nulles.

Hasuteur of the notice is required of adresser or of mettre available of the shareholders or of their representatives justifiant of their powers, the documents enumeres in Article following.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12] from the notice of the ordinary general meeting annual and at least pendant the fifteen days which preceding the date of the meeting, any shareholder to right to inspect at the registered office: 1) of the agenda of the meeting; 2) of the text and of the expose of the motifs of the drafts of resolutions presented by the board of directors or the management board and, where applicable, by the shareholders; 3) of the liste of the directors to the board of directors, of the members of the management board and of the supervisory board, as well as, where applicable, of the renseignements concerning the candidats to these organes; 4) the inventory, of the financial statements of the financial year ecoule, setss by the board of directors or the management board, as well as, where applicable, of the observations of the supervisory board; 5) the management report of the board of directors or of the management board subject to the meeting, as well as, where applicable, of the observations of the supervisory board; 6) the report of statutory auditors subject to the meeting and of the special report provided to the 3eme paragraph of Article 58 or to the 4eme paragraph of l’Article 97; 7) of the draft of affectation of the resultats. 8) of the liste provided, as the case may be, to the second paragraph of Article 57 or of Article 96 above; 9) the liste of agreements provided for in Articles 56 and 95.however, any shareholder may obtenir to its frais copy desdites agreements, from the notice of all other meetings, ordinaires or extraordinaires, generals or speciales, any shareholder to also the right, at least pendant the period of fifteen days which precede the date of the meeting, of take, to the same place, knowledge of the text of the drafts of resolutions, the report of the board of directors or of the management board and, where applicable, the report of statutory auditors. if the right of participate in the meeting is subordonby The The articles of association to the possession of a number minimal of shares, the documents and renseignements above mentionnes are envoyes to the representing of the groupe of shareholders remplissant the conditions required.

The management report of the board of directors or of the management board must contain all the elements of information utiles to the shareholders for their permettre of apprecier the deedivity of the company during of the financial year ecoule, the transactions realisees, the difficultes rencontrees, the resultats obtenus, the formation of the profit or loss distribuable, the proposition of affectation the said profit or loss, the financial position of the company and its perspectives of avenir. if the company holds of the subsidiaries or of the participations or if it control of other companies, the report must contain the same informations to their sujet, with their contribution to the profit or loss corporate; it y is appendix an etat of these subsidiaries and participations with indication of the pourcentages detenus in fin of financial year thus only one etat of the other securities held in relatesfeuille to the same date and the indication of the companies that it controls. if the company to acquired of the subsidiaries or of the participations or the control of other companies in cours of financial year, it in is made specialement wording.

Within the meaning of article which precede, on entend by: - subsidiary, a company in which another company, dite mere, holds plus of the half of the capital; - participation, the detention in a company by another company of to fraction of the capital comprise between 10 and 50 %.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). a company is consideree comme in controlant another lorsthat it: - detient only or of concert with one or more shareholders directly or indirectly a fraction of capital it conferant the majority of the voting rights in the general meetings of this company; dispose only of the majority of the voting rights in this company in vertu of to agreement conclu with of other shareholders or shareholders who is not contrary to the interest of the company; - determiin made only and or of concert with one or more shareholders, by the voting rights of which it has, the decisions in the general meetings of this company. it is presumee exercise this control lorsthat it dispose directly or indirectly, of to fraction of the voting rights superieure to 40 % and only up toucun other shareholder or shareholder detient directly or indirectly a fraction of these rights superieure to 30 %. any participation same less than 10 % detenue by a company controlee is consideree comme detenue indirectly by the company which the control. for the application of the paragraphs 1 and 2 of this article, on entend by persons agissant of concert the natural natural or legal persons who cocarried outnt on the base of to agreement formel or tacite, oral or written concerning to mettre in œuvre a politique commutowards of the company.

Pendant the period of fifteen days before the meeting of any general meeting, any shareholder to the right to obtain communication of the liste of the shareholders with the indication of the number and of the categorie of shares of which each shareholder is titulaire.

Any shareholder to right, at any time, to obtain communication of the corporate documents referred in Article 141 and concerning the last three financial years as well as of the minutes and feuilles of presence of the general meetings required during of these exercices.

Unless as regards the inventory, the right to inspect emrelates it of take copy.

If the company refuse in full or in part the communication of documents contrary to the provisions of articles 141, 145, 146, 147 and 150 the shareholder auquel this refusal a been oppose may request the president of the court, ruling in summary proceedings, of ordonner to the company, under astreinte, of communiquer the documents under the conditions provided auxdits articles.

Any shareholder exercant the right to obtain communication of documents and renseignements with of the company, may be assisted of to board.

The rights reconnus to the shareholder by Articles 141, 145 and 146 are exercisess by itself or by its representative, dument habilite, at the registered office. the right of communication of the documents, provided for in Articles referred to the paragraph preceding, belongs also to each of the coowners of shares indivises, to the bare owner and to the usufructuary of shares, thus only up toux owners of investment certificates and of right of vote.

The The articles of association may provide that the documents referred to Articles 141, 145 and 146, to the exclusion the inventory, are envoyes office to the shareholders nominatifs to the'adresse indiquee by eux, to the frais of the company, in same temps that the notice; the same applies for the shareholders titulaires of shares to the relatesur which in font the request in justifiant of their capacity.

In the event of violation of the provisions of the present chapter, the meeting may be annulee.

Repealed by l’Article 3 of Law No. 78-12

Repealed by l’Article 3 of Law No. 78-12

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The provisions of articles 140 to 152 of this Law No.are applicable to the joint stock companies making public offering. in the companies making public offering, the management report of the board of directors or of the management board made ressortir the value and the pertinence of the vestedsements entrepris by the company, as well as their impact previsible on the developpement of it. it made, also, ressortir, where applicable, the risques inherents auxdits vestedsements; it indique and analyse the risques and evenements, connus of the management or of the administration of the company, and which are susceptibles of exercise an influence favorable or defavorable on its financial position. Article 155 bis:[insere by l’Article 2 of Law No. 78-12] the companies making public offering are required of provide of to site internet afin of hold their obligations of information of their shareholders.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the companies referred in Article 155 preceding must publier in a newspaper of legal notices, in same temps that the opinion of notice of the ordinary general meeting annual, the financial statements relating to the financial year ecoule, drawn up in accordance with the legislation in force in making apparaitre clairement if it it concerns of etats verifies or not by statutory auditors.

One or more shareholders representing at least one tenth of the share capital may request the president of the court ruling in summary proceedings to appoint one or more experts to prepare a report on one or more management transactions. If the request is granted, the summary order determines the scope of the assignment and the powers of the expert, after the legal representatives of the company have been duly summoned to the hearing.

The summary order also determines, where applicable, the provisional fees of the experts. The fees are paid at the end of the assignment either by the company or by the claimant shareholders if it appears that the request for expertise was abusive and made with the intention of harming the company.

The report is sent to the claimant, to the board of directors or to the management board and supervisory board, as well as to the statutory auditors. It must be made available to the shareholders for the next general meeting and annexed to the statutory auditors' report.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12 two exemplaires of the financial statements accompagnes of a copy the report of statutory auditors must be filed with the court registry of the court, within a period of 2 months from the date of their approval by the general meeting. this filing may be carried out by means electronique under the conditions set by means settlementaire. failing this, any interested may request the president of the court, ruling in summary proceedings, of ordonner to the company, under astreinte, of proceed audit filing.

It must be designated in each joint stock company, one or more statutory auditors charges of to mission of control and of the suivi of accounts corporate under the conditions and for the buts determined by this law.

However, the companies making public offering must appoint at least two statutory auditors; the same applies of banking, credit, investment, insurance, capitalisation and savings companies.

Void may not exercise the duties of statutory auditor if it is not inscrit to the tableau of the agenda of the experts comptables.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12 may not be designed comme statutory auditors: 1) the founders, aprelatesurs in kind, beneficiaries of special advantages as well as the directors, the members of the supervisory board or of the management board of the company or of one of its subsidiaries; 2) the spouses, ascendants and descendants untilu 2e degree inclusive of the persons referred to the paragraphe preceding; 3) those which recoivent of the persons referred to the paragraphe 1) above, of the company or of its subsidiaries a remuneration quelconque by reason of prestation susceptible of relatesr prejudice to their independance or assurent for the company or for its subsidiaries of the duties susceptibles of the placer in the position of avoir to se pronouncedr on of the documents, of the evaluations or of the taken of positions that its auraient contribues to elaborer or of the mettre in situation of representation of the company or of its subsidiaries as well as the recrutement of the personnel; 4) the companies of experts-comptables of which one of the shareholders se trouve in one of the situations provided to the paragraphes precedents, as well as the expert- comptable shareholder in a company of experts-comptables where it se trouve in the udesdites situations. may not be statutory auditors of to same company, two or several experts-comptables which font part to any title that this whether of the same company of experts comptables or of to same cabinet. if one of the causes of incompatibility above indiquees survient during the term office, the interested party must cesser immediately of exercise its duties and inform the board of directors or the supervisory board, no later than fifteen days after the survenance of this incompatibility.

Statutory auditors may not be designed comme directors, general managers or members of the management board of the companies that its controlent only after a period minimum of 5 years from the fin of their duties. they may not, in this same period, exercise lesdites duties in a company holding 10 % or plus of the capital of the company of which they controlent the accounts. the persons having been directors, general managers, members of the management board of a joint stock company may not be designees statutory auditors of this company in five years at least after the cessation of their duties. they may not, in this same period, be designees statutory auditors in the companies holding 10 % or plus of the capital of the company in which they exercaient lesdites duties.

Statutory auditors are appointed for three exercices by the ordinary general meeting of the shareholders. in the case provided in Article 20, the duration of their duties may not exceed a financial year. the duties of statutory auditors appointed by the ordinary general meeting of the shareholders expirent after the meeting of it which statue on the accounts of the third financial year.

The statutory auditor, appointed by the meeting in remplacement of to other, notice in duty that for the temps which remains to courir of the mission of its predecesseur. lorsonly up to the expiry of the duties of to statutory auditor, it is propose to the meeting of pas the renouveler, the statutory auditor must be, if it the request, entendu by the meeting.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). one or more shareholders representing at least 5 % of the share capital may request the challenge for justes motifs to the president of the court ruling in summary proceedings, of statutory auditors designed by the general meeting and request the appointment of one or more auditors which exercisesront their duties in their place and place.

However, for the companies making public offering, this request may also be presentee by the board deontologique of the securities. the chair is saisi, under penalty inadmissibility, by request motivee presentee within the period of thirty days from the appointment contestee. if it is made right to the request, statutory auditors designed by the president of the court demeurent in duty until the appointment of the nouveaux auditors by the general meeting.

Failing this of appointment of statutory auditors by the general meeting, it is carried out to their appointment by order of the president of the court, ruling in summary proceedings, to the requete of any shareholder, the directors dument appeles. the mission thus conferee prend fin lorsthat it a been pourvu by the general meeting to the appointment of statutory auditors.

Statutory auditors have for mission permanente, to the exclusion of any immixtion in the management, of verifier, the securities and the books, the documents comptables of the company and of verifier the conformite of its comptabilite, to the rules in vigueur. they verifient also the sincerite and the concordance, with the financial statements, of the informations donnees in the management report of the board of directors or of the management board and in the documents adresses to the shareholders on the patrimoiof the company, its financial position and its resultats. statutory auditors assurent that the equalite a been respectee between the shareholders.

At any time of the year, statutory auditors carried outnt all verifications and all controles that its jugent opportuns and may se make communiquer on place all the documents that its estiment utiles to the financial year of their mission and in particular all contracts, books, documents comptables and registres of minutes. for completion of their controles, statutory auditors may, under their liability, be assisted or represent by tels experts or collaborateurs of their choix, that its font make known nomevennt to the company. these have the same rights of investigation that statutory auditors. the investigations provided to this article may be faites tant with of the company that of the companies meres or subsidiaries. statutory auditors may also recueillir all informations utiles to the financial year of their mission with of third parties who have accompli of the transactions on behalf of the company.

However, this right of information may not etendre to the communication of the documents, contracts and documents detenus by of the third parties, unless its n'y soient autorises by the president of the court ruling in summary proceedings.

The secret professionnel may not be oppose to statutory auditors, unless by the auxiliaires of the justice. it may not also be oppose to statutory auditors by the third parties redacteurs of deeds, depositaires of funds, or representatives of the managers of the company, where the acts, depots or the performance of their term office is in report direct with the documents that statutory auditors have for mission legale of controler or the investigations that its are habilites to mener for perform their mission of information.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). statutory auditors relatesnt to the knowledge of the board of directors or of the management board and of the supervisory board, as often that necessary: 1) the controles and verifications to which they have carried out and the differents sondages to which they se are books; 2) the postes of the financial statements to which of the modifications their paraissent devoir be apscopes, in making all observations utiles on the methodes of valuation utilisees for the establishment of these etats; 3) the irregularitys and inexactitudes that its auraient overdraftes; 4) the conclusions to which conduisent the observations and rectifications above on the resultats of the financial year compares to those of the preceding financial year; 5) all faits their apparaissant delictueux of which they have eu knowledge in the financial year of their mission. in in addition to, for the companies making public offering, statutory auditors relatesnt to the knowledge of the board deontologique of the securities, the irregularitys and the inexactitudes that its auraient rhighers in the financial year of their duties.

Statutory auditors are convened to the meeting of the board of directors or of the management board which sets the accounts of the financial year ecoule, thus only by all the shareholders meetings. they are also convened, where appropriate, on the meetings of the board of directors or of the supervisory board in same temps that the directors or the members of the supervisory board, by registered letter with acknowledgment of receipt.

If several statutory auditors are in duty, they may perform separately their mission, mais they etablissent a report common.

In the event of desaccord between statutory auditors, the report indique the differentes opinions exprimees.

Statutory auditors etablissent a report in which they rendent account to the general meeting of the performance of the mission that it their to confiee. lorsonly up tou cours of the financial year the company to acquired a subsidiary, taken the control of another company or taken a participation in another company within the meaning of Article 143, statutory auditors in font wording in their report.

The financial statements and the management report of the board of directors or of the management board are tenus available of statutory auditors soixante days at least before the opinion of notice of the general meeting annual.

Statutory auditors must in particular etablir and deraise at the registered office, at least fifteen days before the holding of the ordinary general meeting, the special report provided for in Articles 58 (3e paragraph) and 97 (4e paragraph).

In their report to the general meeting, statutory auditors: 1) whether certifient that the financial statements are reguliers and true and donnent an true and fair view of the profit or loss of the financial year ecoule as well as of the financial position and of the patrimoiof the company to the fin of this financial year; 2) whether assortissent the certification of reserves; 3) whether refusent the certification of accounts. in these two last cas, they in precisent the motifs. they font also etat in this report of their observations on the sincerite and the concordance with the financial statements, of the informations donnees in the management report of the financial year and in the documents adresses to the shareholders on the financial position of the company, as well as on its patrimoiand its resultats.

Statutory auditors may toujours, in the event of urgence, convoquer the general meeting under the conditions provided in Article 116 (paragraphs 2 and 3).

Statutory auditors as well as their collaborateurs are astreints to the secret professionnel for the faits, acts and renseignements of which they have pu have knowledge by reason of their duties.

The resolutions taken failing this of appointment reguliere of statutory auditors or on the report of statutory auditors appointed or demeures in duty contrary to the provisions of articles 160 and 161 are nulles. the action in nullity is eteinte if these resolutions are expressly confirmees by a general meeting on the report of statutory auditors validly designed.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

In the event of faute or of impediment for any reason whatsoever, one or more statutory auditors may, to the request of the board of directors, or of the supervisory board, of one or more shareholders representing at least 5% of the share capital or of the general meeting in all the case be rhighers of their duties by the president of the court, ruling in summary proceedings, before the expiry normale of these.

Statutory auditors may also be releves of their duties to the request of the board deontologique of the securities, for the companies making public offering.

Where one or more statutory auditors are releves of their duties, it is carried out to their remplacement under the conditions provided in Article

163. Article 179 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12]

In the event of resignation, the statutory auditor must etablir a document subject to the board of directors, or to the supervisory board and to the prochaigeneral meeting, in which it expose, of maniere explicite, the motifs of its resignation. for the companies making public offering, the said document is transmis, immediately after the of mission to the authority moroccan of the marche of the capitaux. failing this of appointment of the statutory auditor by the general meeting, in the soixante days of the date of the resignation occurred, it is carried out to its appointment by order of the president of the court, ruling in summary proceedings, to the requete of any shareholder, to condition that the directors soient dument convened.

The provisions of the second paragraph above are applicable in the event of death of the statutory auditor. the mission thus conferee prend fin lorsthat it a been pourvu by the general meeting to the appointment of the statutory auditor.

Statutory auditors are liable, tant with regard to the company that of the third parties, of the consequences dommageables of the fautes and negligences by eux commises in the financial year of their duties. they are not civilment liable of breaches commises by the directors or the members of the management board or of the supervisory board unless, if, in having eu knowledge lors of the performance of their mission, they the have pas revelees in their report to the general meeting.

The shares in liability against statutory auditors se prescrivent by five years from the harmful event or if it has been concealed of its disclosure.

The share capital may be increased in one or more times, either by issue of shares nouvelles, either by majoration of the nominal value of the shares existantes.

The shares nouvelles may be paid up: - either by contribution in cash or in kind; - either by compensation with of the creances liquides and exigibles on the company; - either by incorporation to the capital of reserves, profits or primes of issuance; - either by conversion of bonds.

The increase of capital by majoration of the nominal value of the shares requiert the consent unanimous of the shareholders unless it whether carried out by incorporation of reserves, profits or primes of issuance.

The shares nouvelles are issued whether to their nominal value, whether with an issue premium.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the extraordinary general meeting to only the power of decider, on the report of the board of directors or of the management board, an increase of capital. this report indique the motifs and the modalites of the increase of capital proposee. the general meeting may, however, delegate to the board of directors or to the management board the powers necessaires to the effect of realiser the increase of capital in one or more times, of it set the modalites, of it constater the realisation and of proceed to the amendment correlative of The articles of association.

The board of directors or the management board rend account to the plus prochaigeneral meeting of the utilisation faite of the powers conferes in application of the paragraph preceding and this, by means of to report decrivant in particular the conditions definitives of the transaction carried out. for the companies making public offering, the elements before figurer in this report are setss by the board deontologique of the securities.

The capital must be fully paid up before any issue of shares nouvelles to liberer in cash, under penalty of nullity of the transaction. in in addition to, the capital increase by public offering carried out unless of two years after the constitution of a company must be preceded of to verification by statutory auditors of the company, of the assets and of the passif as well as, where applicable, of special advantages consentis.

The increase of capital must be carried out, under penalty of nullity, within a period of three years from the general meeting which has decided or authorised, unless if it it concerns of to increase by conversion of bonds in shares. the amount of the increase of capital must be entierement subscribed. failing this, the subscription is deemed not avenue.

The shareholders have a right of preference to the subscription of the shares nouvelles of cash, proportionnellement to the number of shares that its holdsnt.

Any contrary clause is deemed unwritten. pendant the duration of the subscription, this right is negociable or cessible under the same conditions that the action itself.

The shareholders may renoncer to title individuel to their right preferentiel.

If the general meeting has decided expressly and if certains shareholders have not subscribed the shares to which they had right to title irreductible, the shares thus rendues available are grantses to the shareholders who auront subscribed, to title reductible, a number of shares greater than, proportionnellement to their share in the capital and in the limite of their demandes.

If the subscriptions to title irreductible and, where applicable, the attributions to title reductible have not absorbe the full of the increase of capital: 1) the solde is grants in accordance with the decisions of the general meeting; 2) the amount of the increase may be limite to the amount of the subscriptions if this faculte a been expressly provided by the meeting which to decided or authorised the increase.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the meeting which decided or authorised an increase of capital may supprimer the preferential subscription right for the full of the increase of capital or for one or more tranches of this increase. it statue, under penalty of nullity, on the report of the board of directors or of the management board and on it of statutory auditors. the content of this last report is sets by decret. the report of the board of directors or of the management board must indicate the motifs of the proposition of suppression the said right.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the general meeting which decided of the capital increase may, in faveur of one or more persons, supprimer the preferential subscription right. the price of issuance or the conditions of fixation of this price are determined by the general meeting on report of the board of directors or of the management board and on the basis of a special report of statutory auditors. the content of this last report is sets by decret. the report of the board of directors or of the management board indique in in addition to the noms of attributaires of the shares and the number of securities allocated to each of them. the attributaires eventuels of the shares nouvelles may not ni personnellement, ni by representative, take share to the vote of the meeting, ecartant in their faveur the preferential subscription right; the quorum and the majority requis for this decision se calculationent on all of the shares to the exclusion of those holdses or representees by the said attributaires.

The provisions of the paragraph preceding are also applicable to the subsidiaries and to the companies controlees by the persons to the profit desquelles the suppression of the preferential subscription right is proposee. Article 193 bis: [insere by l’Article 2 of Law No. 78-12] in the case referred to Articles 192 and 193, the report of the board of directors or of the management board is communicated by the company to the or to statutory auditors quarante-five (45) days at least before the date provided of the meeting of the general meeting appelee to rule on the increase of capital. the report of the board of directors or of the management board susmentionnes is mis available of the shareholders, at the registered office of the company and/or on its site, no later than to the date of publication of has vis of meeting of the general meeting appelee to rule on the increase of capital.

In the case referred to Articles 192 and 193 statutory auditors must indicate in their report, if the bases of calculation retenues by the board of directors or the management board their paraissent exactes and true.

Where the shares are grevees of to usufruit, the preferential subscription right which their is attache belongs to the bare owner. if it vend the rights of subscription, the amounts provenant of the transfer or the biens acquired by it by means of these amounts are subject to the'usufruit. if the bare owner neglige of exercise its right, the usufruitier may se substituer to it for souscrire to the shares nouvelles or for vendre the rights. in this last cas, the bare owner may exiger the remploi of the amounts provenant of the transfer; the biens thus acquired are subject to the'usufruit. the bare owner is deemed have neglige its right, to with regard to the usufruitier lorsthat it has not subscribed of shares nouvelles ni vendu the rights of subscription, eight days before the expiry of the period of subscription accorde to the shareholders.

The provisions of this article apply in the silence of agreement of the parts.

Where the company made pas public offering, the shareholders are informeds of the issue of shares nouvelles by means of to notice published at least six days before the date of subscription in a newspaper of legal notices. if the company makes a public offering, the opinion is in in addition to, insere in a notice published to theficial gazette. to this notice are appendices the last financial statements certified.

Where the shares are registered, the opinion is replaced by a registered letter expediee at least fifteen days to the shareholders before the date of ouverture of the subscription. the opinion must inform the shareholders of the life to their profit of the right preferentiel and the conditions of financial year of this right, of the modalites, of the place, of the dated of ouverture and of closing of the subscription as well as of the taux of issuance of the shares and of amount of which they must be paid up.

[amended and supplemented by l’Article One of Law No. 78-12] the period accorde to the shareholders anciens for exercise their right of subscription may not jamais be less than 20 days from the date of the ouverture of the subscription. the period of subscription se trouve clos by anticipation of the that all the rights of subscription to title irreductible have been exercisess.

The issue of shares nouvelles in contrepart cash contributions or in kind is subject to the formalities of subscription and of verification required for the constitution of the company, subject to the provisions of the present chapter. the issue of shares nouvelles by a joint stock company which made public offering is also subject to the bonds of informations required of the legal entities making public offering provided to the title ii of the dahir portant Law No.° 1-93-212 of the 4 rabii ii 1414 (21 september 1993) precite.

If the shares nouvelles are paid up by compensation with of the debts of the company, these font the purpose of to sets of account drawn up by the board of directors or the management board and certified exact by statutory auditors.

The issue of bonds convertible into shares is subject to the prior authorisation to the extraordinary general meeting. the general meeting decides on the basis of a special report of statutory auditors relating to the proposed conversion basis. this increase is definitively carried out by the sole fact of the request of conversion accompanied by the subscription form. this authorisation must include, for the benefit of the bondholders, an express waiver of the shareholders to their preferential subscription right to the shares which shall be issued by conversion of the bonds.

Any violation of the provisions contenues in the present chapter entraithe nullity of the increase of capital.

Hasdeathisation of nominal value of the shares of the capital is carried out in vertu of to provision statutory or of to decision of the extraordinary general meeting and by means of the distributable profits. this adeathissement may not be carried out that by means of remboursement equal on each share of to same categorie and n'entraicapital reduction. the shares fully adeathies are dites shares of jouissance.

The shares fully or partly adeathies perdent to due limit, the right to the first dividend and to the remboursement of the nominal value, they conservent all their other rights.

Where the capital is divided, whether in shares of capital and in shares totalement or partly adeathies, whether in shares inequalement adeathies, the extraordinary general meeting of the shareholders may decider the conversion of the shares totalement or partly adeathies in shares of capital. to this effect, it provides only one prelevement mandatory shall be carried out, to limit of amount adeathi of the shares to convertir, on the share of the profits corporate of one or more exercices revenant to these shares, after payment, for the shares partly adeathies, of the first dividend or of the interest statutory auquel they may donner right.

The shareholders may be autorises, under the same conditions, to verser to the company the amount adeathi of their shares, increased, where applicable, of the first dividend and of the interest statutory for the period ecoulee of the financial year in cours and, eventuellement, for the financial year preceding.

The decisions provided for in Articles 204 and 205 are subject to the ratification of the meetings speciales of chacuof the categories of shareholders having the same rights.

The board of directors or the management board, as the case may be, aprelates the modifications necessaires to The The articles of association, in the extent or these modifications correspondent materiellement to the resultats effectifs of the transactions provided for in Articles 204 and 205.

The capital reduction is carried oute whether in abaissant the nominal value of each share, whether in diminuant in the same proportion for all the shareholders the number of shares existantes. if the capital reduction is not motivee by the losses of the company, the number of the shares may be diminue by means of hasnnulation of shares achetees to this effect by the company.

The capital reduction is authorised or decided by the extraordinary general meeting. the notice of the shareholders must indicate the but of the reduction and the maniere of which it shall be carried out. the extraordinary general meeting may delegate to the board of directors or to the management board all powers for the realiser.

Where the board of directors or the management board carried out the transaction, on delegation of the general meeting, it in drawn up minutes subject to the formalities of publication formalities provided in Article 37 and carried out to the amendment correlative of The articles of association.

The capital reduction must not in no cas have for effect ni of relatesr prejudice to the'equalite of the shareholders ni of abaisser the nominal value of the shares in dessous of the minimum legal.

The draft of capital reduction is communicated to the or to statutory auditors quarante-five days at least before the meeting of the meeting. the meeting statue on the report of statutory auditors which font make known their appreciation on the causes and conditions of the reduction.

Where the meeting approved a draft of capital reduction not motive by of the losses, the representing of the masse of the bondholders and any creditor of which the creance is anterieure to the date of the filing with the court registry of the resolutions of the general meeting may former objection to the reduction in the thirty days from ladite date before the president of the court ruling in summary proceedings. the order of the president of the court rejette the objection ordonne, whether the remboursement of the creances, whether the constitution of guarantees if the company in offre and if they are jugees suffisantes. the transactions of reduction may not commencer pendant the period of objection ni, where applicable, before that it ait been statue in summary proceedings on this objection. if the president of the court ruling in summary proceedings, accueille the objection, the procedure of capital reduction is immediately interrompue until the constitution of guarantees suffisantes or untilu remboursement of the creances. if it the rejette, the transactions of capital reduction may commencer.

The general meeting which to decided a capital reduction not motivee by of the losses may autoriser the board of directors or the management board to acheter a number determiof shares for the annuler. the offer of achat must be faite to all the shareholders proportionnellement to the number of shares that its holdsnt. to this end, a notice of achat is insere in a newspaper of legal notices and in in addition to if the company made public offering, to theficial gazette.

However, if all the shares of the company are nominatives, the insertions provided in the paragraph preceding may be remplacees by a notice adresse by registered letter with acknowledgment of receipt, to the frais of the company to each shareholder.

The opinion provided to the 3e paragraph of Article 213 indique the name of the company and its form, the address of the registered office, the amount of the share capital, the number of shares of which the purchase is envisage, the price offert by share, the mode of payment, the period pendant which the offer shall be maintenue and the place or it may be acceptee. to the case or the number of shares propose to the vente is greater than to the number of shares that the company offre of acheter, it is carried out to a reduction proportionnelle. the period vise to the paragraph preceding may not be less than thirty days.

The shares achetees by the company which the to issued, in vue of the capital reduction must be annulees thirty days after the expiry of the period vise in Article 214.

Any joint stock company may se transformer in company of another form if, to the moment of the conversion, it to at least a year of existence and if it to drawn up and made approuver by the shareholders the financial statements of the financial year.

The conversion of a joint stock company may not be decided that by a resolution taken to the conditions required for the amendment of The articles of association, subject to the provisions of Article 220.

The formalities of constitution of the form of company adoptee by suite of conversion must be observees. the decision of conversion is published under the conditions provided to the case of amendment of The articles of association.

The decision of conversion is taken on the report of statutory auditors of the company. the report atteste that the net equity is at least equale to the share capital. the conversion is subject, where applicable, to the'approval of the meetings of bondholders.

The conversion in general partnership necessite the approval of all the shareholders. in this cas, the conditions provided for in Articles 216 and 219 (first paragraph) are not required. the conversion in simple limited partnership or in limited partnership by shares is decided under the conditions provided for the amendment of The articles of association of the company anonyme and with the approval of all the shareholders who accept to be general partners in the nouvelle company. the conversion in limited liability company is decided under the conditions provided for the amendment of The articles of association of the companies of this form.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1- 08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The shareholders opposes to the conversion have the right of se retirer of the company. in this cas, they recevront a contrepart equivalente to their rights in the patrimoicorporate, setse, failing this of agreement, to dire of expert designated by the president of the court, ruling in summary proceedings. the declaration of retraite must be adressee, by registered letter with acknowledgment of receipt in the thirty days of the publication provided in Article 218 (2e paragraph). is deemed unwritten any clause tendant to exclure the right of retraite.

[amended and supplemented by l’Article One of Law No. 78-12] a company may be absorbee by another company, or participate to the constitution of a company nouvelle by means of merger. it may make contribution of to part of its patrimoito of the companies nouvelles or to of the companies existantes by means of demerger. it may enfin make contribution of its patrimoito of the companies existantes or participate with these to the constitution of companies nouvelles by means of demerger merger. these transactions are ouvertes to the companies in liquidation to condition that the distribution of their actif between the shareholders has notit pas made the purpose of to debut of execution. lorsqu'uor several companies of which the securities of capital are cotes to the stock exchange font part of one of the transactions referred to this article, the udesdites transactions may not be decided, under penalty of nullity, that on the base of to document of information elabore and vise by the authority moroccan of the marche of the capitaux, and published under the conditions and the forms required by the Law No.° 44-12 relating to the'public offering and to the informations required of the legal entities and organismes making public offering.

The transactions referred in Article 222 above, may be realisees between of the companies of same form or of form differente. they are decidees by chacuof the companies interestedes, under the conditions required for the amendment of its The articles of association.

However, lesdites transactions may not have for effect an amendment of the distribution of the rights of the shareholders or an increase of their commitments, unless their agreement unanimous. if the transaction a the creation of companies nouvelles, chacuof these is formed selon the rules specific to the form of the company adoptee.

The merger entraithe dissolution without liquidation of the company which disparait and the transfer universelle of its patrimoito the company beneficiaire, in the statement or it se trouve to the date of the realisation final of the transaction. the demerger entraithe transfer universelle of the part scindee of the patrimoicorporate, whether to the company nouvelle formed simultanement, whether to the case of demerger-merger, to the company absorbante. the transaction entraisimultanement the acquisition by the shareholders of the company which disparait or which se scinde, of the capacity of shareholders of the companies beneficiaries, under the conditions determineds by the contract of merger or of demerger.

However, it is not carried out to the'echange of shares or of shares of the company beneficiaire against of the shares or shares of the company which disparait or which se scinde, where these shares or shares are held: 1) either by the company beneficiaire or by a person agissant in its own name mais on behalf of this company; 2) either by the company which disparait or which se scinde, or by a person agissant in its own name, mais on behalf of this company.

The merger or the demerger prend effect: 1) in the event of creation of one or more companies nouvelles, to the date registration with the commercial register of the nouvelle company or of the last between they; 2) in all the other cas, to the date of the last general meeting having approved the transaction unless if the contract provides that the transaction prend effect to another date, which must not be ni posterieure to the date of closing of the financial year in cours of the companies beneficiaries ni anterieure to the date of closing of the last financial year clos of companies that transmettent their patrimoine.

All companies that participate to the'uof the transactions mentioned in Article 222 etablissent a draft of merger or of demerger. this draft is filed with the court registry of the court of the place of the registered office desdites companies and made the purpose of to notice insere in a newspaper of legal notices, by chacuof the companies participant to the transaction; to the case or the uat least of these companies makes a public offering, a notice must in in addition to be insere to theficial gazette. Article 226 bis:[insere by l’Article 2 of Law No. 78-12] lorsqu'uor several companies participant to a transaction of merger or of demerger has not or have not the form of joint stock company, the provisions of articles 233, 234 and 235 below are applicable.

However, companies that are not required of appoint a statutory auditor and which have not carried out to ladite appointment must appoint an expert among the experts comptables inscrit to the tableau of the agenda of the experts comptables for carry out the verifications provided by Article 233 below.

The provisions of articles 161, 162,164, 179 and 180 of this Law No.are applicable to the experts precites.

The draft of merger or of demerger is sets by the board of directors or the management board, the managers of chacuof the companies participant to the transaction draftee. it must contain the indications following: 1) the form, the name or the reason corporate and the registered office of all the companies participantes; 2) the motifs, buts and conditions of the merger or of the demerger; 3) the appointment and the valuation of the assets and of the passif of which the transfer to the companies absorbantes or nouvelles is provided; 4) the modalites of delivery of the shares or shares and the date to partir of which these shares or shares donnent right to the profits, as well as any modalite particuliere relating to this right, and the date to partir of which the transactions of the company absorbee or scindee shall be, of the point of vue comptable, considerees comme accomplies by the companies beneficiaries of the contributions; 5) the dated to which have been setss the accounts of the companies interestedes utilises for etablir the conditions of the transaction; 6) the report of exchange of the rights corporate and, where applicable, the amount of the soulte; 7) the amount provided of the prime of merger or of demerger; 8) the rights accordes to the shareholders having of the rights speciaux and to the relatesurs of securities other than of the shares as well as, where applicable, all special advantages.

The opinion provided in Article 226 (2e paragraph) contient the indications listed in Article 227 preceding.

The filing with the court registry and publication formalities provided in Article 226 must have place at least thirty days before the date of the first general meeting appelee to rule on the transaction.

The transactions referred in Article 222 and realisees uniquement between of the joint stock companies are subject to the provisions of the presente section.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the merger is decided by the extraordinary general meeting of chacuof companies that participate to the transaction. the merger is subject, where applicable, in chacuof companies that participate to the transaction, to the ratification of the meetings speciales of shareholders.

Where, depuis the filing with the court registry of the court of the draft of merger and until the realisation of the transaction, the company absorbante detient in permanence the full of the shares representing the capital of the companies absorbees, it n'y to place ni to the'approval of the merger by the extraordinary general meeting of the companies absorbees, ni to the'establishment of the reports referred to Articles 232 and

233. the extraordinary general meeting of the company absorbante statue to the vu the report of to contribution auditor in accordance with the provisions of article

24.

The provisions of the paragraph preceding apply to the merger between subsidiaries of which the shares are held in full by the same company mere. in this cas, the extraordinary general meeting of this last statue only on the transaction.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The board of directors or the management board of chacuof the companies etablit a report written which is mis available of the shareholders. this report explique and justifie the draft of maniere detaillee of the point of vue juridique and economique, in particular as regards the report of exchange of the shares and the methodes of valuation utilisees, which must be concordantes for the companies concernees as well as, where applicable, the difficultes particulieres of valuation. it made also wording expresse and detaillee of the life, where applicable, of all liens of interets existant between one or more members of the board of directors, of the management board or of the supervisory board, and the other companies participant to the merger.

In the event of demerger, for the companies beneficiaries of the transfert of patrimoine, it mentionalso the establishment the report of statutory auditors relating to the'valuation of the contributions in kind and of special advantages and indique that it shall be filed with the court registry of the court of the place of the registered office of these companies.

The board of directors or the management board of chacuof the companies participant to the transaction of merger in communicated the draft to the or to statutory auditors at least 45 days before the date of the general meeting appelee to se pronouncedr on the said draft. statutory auditors may obtenir with of each company communication of all the documents utiles and proceed to all verifications necessaires. they verifient that the value relating grantse to the shares of the companies participant to the transaction is pertinente and that the report of exchange is equitable. the report of statutory auditors indique the methodes suivies for the determination the report of exchange propose, if they are adequates in the espece, and the difficultes particulieres to the'valuation if it in existe. they verifient in particular if the amount of the assets net aprelates by the companies absorbees is at least equal to the amount of the increase of capital of the company absorbante or to the amount of the capital of the company nouvelle issue of the merger. the same verification is carried out as regards the capital of the companies beneficiaries of the demerger.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). any joint stock company participant to a transaction of merger or of demerger must mettre available of the shareholders at the registered office, thirty days at least before the date of the general meeting appelee to se pronouncedr on the draft, the documents suivants: 1) the draft of merger or of demerger; 2) the reports mentionnes to Articles 232 and 233; 3) the financial statements approuves as well as the reports of management of the last three financial years of the companies participant to the transaction; 4) an etat comptable, drawn up selon the same methodes and the same presentation that the last balance sheet annual, sets to a date which, if the last financial statements se raprelatesnt to a financial year of which the fin is anterieure of plus of six months to the date of the draft of merger or of demerger, must be anterieure of unless of three months to the date of this draft. any shareholder may obtenir, on simple request and without frais, copy totale or partlle of the documents susvises, of chacuof the companies participant to the transaction of merger or of demerger. lorsqu'uor several companies participant to the transaction of merger font public offering, the report vise to the paragraph 4 of Article 233 above, is remis to the board deontologique of the securities selon the modalites that it sets.

The extraordinary general meeting of the company absorbante statue on the approval of the contributions in kind.

The draft of merger is subject to the meetings of bondholders of the companies absorbees, unless the remboursement of the securities on simple request of their share whether offert to the bondholders. the offer of remboursement is published to theficial gazette and to two reprises, in two journaux of legal notices. the period between the two insertions is of ten days at least. the titulaires of bonds nominatives are informeds in in addition to of the offer by registered letter. if all the bonds are nominatives, publication formalities provided below is facultative. lorsthat it y to place to remboursement on simple request, the company absorbante becomes debitrice of the bondholders of the company absorbee. any obligataire which has not request the remboursement within the period of 3 months from the last formalite of publication formalities or of the envoi of the registered letter provided to the 3e paragraph of this article, conserve its capacity in the company absorbante to the conditions set by the contract of merger.

The draft of demerger is subject to the meetings of bondholders of the company scindee, unless the remboursement of the securities on simple request of their share whether offert auxdits bondholders. in this cas, the provisions of Article 236, 1er and 2e paragraphs are applicable. lorsthat it y to place to remboursement on simple request, the companies beneficiaries of the contributions resultant of the demerger are debitrices solidaires of the bondholders which demandent the remboursement.

The draft of merger or the draft of demerger is not subject to the meetings of bondholders respectivement of the company absorbante and of the companies to which the patrimoiest transmis.

However, the ordinary general meeting of the bondholders may donner mandat to the representatives of the masse of former objection to the merger or to the demerger, under the conditions and under the effets provided in Article 239 (2e paragraph and suivants).

The company absorbante is debitrice of the creditors not bondholders of the company absorbee to the place and place of it, without that this substitution emrelates novation to their egard. any creditor not obligataire of one of the companies participant to the transaction of merger may, if its creance is anterieure to publication formalities given to the draft of merger, former objection within the period of thirty days from the last insertion provided in Article 226 (2e paragraph). the objection is scope before the court of the registered office of the company debitrice. it suspend pas the poursuite of the transactions of merger. lorsthat it estime the objection fondee, the court ordonwhether the remboursement of the creance, whether the constitution of guarantees for the benefit of the creditor by the company absorbante if it in offre and if they are jugees suffisantes. failing this of remboursement or of constitution of guarantees ordonnees, the merger is unenforceable to the creditor opposant.

The provisions of this article font pas obstacle to the application of agreements which autorisent the creditor to exiger the remboursement immediat of its creance in the event of merger of the company debitrice with another company.

The companies beneficiaries of the contributions resultant of the demerger are debitrices solidaires of the bondholders and of the creditors not bondholders of the company scindee, to the place and place of it, without that this substitution emrelates novation to their egard.

However, and by way of derogation to the paragraph preceding, it may be stipulated that the companies beneficiaries of the demerger shall be required that of the part of the passif of the company scindee mise to the charge respective and without solidarite between they. in this last cas, the creditors not bondholders of the companies participantes may former objection to the demerger under the conditions and under the effets provided in Article 239, 2e paragraph and suivants.

If the meeting of the bondholders of the company absorbee or scindee has not approved the draft of merger or of demerger, as the case may be, or has not pu deliberer validly faute of the quorum requis, the board of directors or the management board may passer in addition to. the decision is published in the newspaper of legal notices in which a been insere the opinion of notice of the meeting and if the company makes a public offering, to theficial gazette. the bondholders conservent alors their capacity in the company absorbante or in the companies beneficiaries of the contributions resultant of the demerger, as the case may be.

However, the meeting of the bondholders may donner mandat to the representatives of the masse of former objection to the transaction under the conditions and under the effets provided in Article 239, 2e paragraph and suivants.

The provisions of articles 231, 232, 233 and 235 are applicable to the demerger.

The securities issued by the joint stock companies are the shares formant the share capital, the investment certificates and the bonds. are assimiles to of the securities the rights of attribution or of subscription detaches of the securities above listed. are not of the securities subject to the provisions of this law, the securities of creances negotiable governed by the Law No.° 35-94 promulgated by the dahir n° 1- 95-3 of the 24 chaaba1415 (26 january 1995).

The issue of founders shares or shares beneficiaries is prohibitede from the entree in vigueur of this law.

The shares and the bonds revetent the form nominative or to the relatesur. the securities nominatives are not materialisees. the right of the titulaire results of the only inscription on the register of the transferts vise to the last paragraph of this article. any title which is not materiellement cree is deemed nominatif. any titulaire of to value mobiliere may opter between the form nominative and the form to the relatesur, unless disposition contrary of the law. the title to the relatesur is transmis by simple tradition. the title nominatif is transmis to with regard to the third parties by a transfert on the register destito this effect. any joint stock company must hold to its registered office a register dit of the transferts on which are relatess in the agenda chronologique the subscriptions and the transferts of each categorie of securities nominatives. this register is initialled and numbered by the president of the court. any titulaire of to value nominative issued by the company is in right of it obtenir a copy certifiee conforme by the chairman of the board of directors or the management board.

In the event of loss of the register, the copies font foi.

(3e paragraph, amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the shares of cash are those of which the amount is paid up in cash or by compensation with of the creances liquides and exigibles on the company and those which are issued by suite of to incorporation to the capital of reserves, profits or primes of issuance. all other shares are of the shares of apport. the nominal amount of the action may not be less than fifty (50) dirhams.

However, for the companies of which the securities are inscrits to the cote of the stock exchange, the minimum of nominal amount is sets to ten (10) dirhams.

The shares are negotiable only after the registration of the company with the commercial register or the realisation of the increase of capital.

[amended and supplemented by l’Article One of Law No. 78-12] the action of apport remains obligatoirement nominative pendant the two years following the registration of the company with the commercial register or the realisation of the increase of capital.

The provisions of the paragraph preceding apply pas to the companies of which the shares are listed to the stock exchange.

Are immediately negotiable: 1) the shares deliverys by a company of which the shares are cotees in bourse, in remuneration of to contribution of securities eux same cotes in bourse; 2) the shares deliverys to the statement or to an institution public which made contribution to a company of biens making part of its patrimoine.

The shares demeurent negotiable after the dissolution of the company and until the closing of the liquidation.

Hasnnulation of the company or of to issue of shares does not entail the nullity of the negociations carried out anterieurement to the decision of annulation, if the securities are reguliers in the form; however, hascquereur may exercise a recours in guarantee against its vendeur.

The shares are indivisibles with regard to the company, subject to the provisions of articles 129 and 150 (2e paragraph). if several persons are coowners of to share, they must entendre for appoint a representing common for the financial year of the rights of actionnaire. failing this of appointment of to representing common, the communications and declarations faites by the company to one of the coowners have effect to with regard to all. the coowners of the action are jointly and severally liable of the bonds attachees to the capacity of actionnaire.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). unless in the event of succession or of transfer whether to a spouse whether to an ascendant or to a descendant untilu 2e degree inclus, the transfer of shares to a third parties to any title that this whether may be subject to the approval of the company by a clause of The articles of association. a telle clause may not be stipulatede only if the shares revetent exclusivement the form nominative in vertu of Law No.or of The articles of association.

Where the transfer is subordonnee to the approval of the company, the request of agrement must be notified to the company by registered letter with acknowledgment of receipt. this request indique the first name, name and adresse of the cessionnaire, the number of the shares of which the transfer is envisagee and the price offert. the approval results, whether of to response favorable of the company notified to the cedant, whether of the defaut of response within a period of three months from the request. if the company has notgree pas the cessionnaire propose, the board of directors or the management board is required, within the period of three months, from the notice of the refusal, of make acheter the shares either by a shareholder or a third parties, whether, with the consent of the cedant, by the company in vue of to reduction of capital. if, to the expiry of this period, the purchase is not carried out, the approval is considere comme given.

However, this period may be proroge an only times and for the same duration to the request of the company by order of the president of the court, ruling in summary proceedings. the price of the shares is, failing this of agreement, determined by expert designated by the parts or failing this of agreement between they, by the president of the court ruling in summary proceedings.

(repealed and replaced, by Article 2 of Law No.° 20-05 promulgated by the dahirn° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). is void any clause of The articles of association of a company of which the securities are inscrits to the cote of the stock exchange which submits the negociabilite of the shares to the approval of the company.

The nantissement of shares nominatives may be subject to the approval of the company under the conditions provided for in Articles 253 and

254. the consent to the draft of nantissement emrelatesragrement of the cessionnaire in the event of realisation forcee of the shares nanties unless the company prefere, after the transfer, racheter without period the shares, in vue to reduce its capital.

Of agreements between shareholders or between shareholders and of the third parties may relatesr on the conditions of transfer of the rights corporate and provide in particular that this transfer pourra have place only after a certain period or that it shall be, where applicable, carried oute office, of facon preferentielle, for the benefit of persons shareholders or not, beneficiaries of to right of preemption, to the price which serait offert by a third parties in good faith or which serait sets under the conditions provided for in The The articles of association. a right of vote double of it confere to the other shares, eu egard to the quotite of share capital that its resubmit, may be grants by The The articles of association or an extraordinary general meeting ulterieure, to all the shares entierement paid up for lesquelles it shall be justifie of to inscription nominative, depuis two years at least in the name of the same shareholder. in in addition to, in the event of increase of capital by incorporation of reserves, profits or primes of issuance, the right of vote double may be confere of their issue to the shares nominatives grantses gratuitement to a shareholder proportionnellement to the shares anciennes for lesquelles it beneficie of this right.

Any share beneficiant of the right of vote double in accordance with the provisions of Article 257 above, perd this right in the event of transfert of propriete to the third parties or in the event of conversion in share to the relatesur.

However, the transfert of propriete of the shares by means of succession n'ote pas to these the right of vote double and suspend pas the period provided in Article

257.

In the event of merger or of demerger, these shares conservent their right of vote double which may be exercises in the cadre of the company beneficiaire of the merger or of the demerger, to condition that its The articles of association the permettent.

Subject to the provisions of articles 257, 260 and 261 the voting right attached to the shares of capital or to the shares of jouissance as defined in Article 202 is proportionnel to the quotite of capital that its resubmit and each share donright to a votes at least.

Any contrary clause is deemed unwritten. the issue of shares to vote plural is prohibitede in dehors of the case provided in Article 257 preceding.

The The articles of association may limiter the number of the votes of which each shareholder dispose in the meetings, under the condition that this limitation whether imposee to all the shares, without distinction of categorie, other than the shares to dividend prioritaire without right of vote.

Subject to the provisions of articles 316 to 319 and 322, The The articles of association may provide the creation of shares to dividend prioritaire without right of vote; they are governed by Articles 263 to

271. the creation of shares to dividend prioritaire without right of vote is not permise only up toux companies which have carried out during of the two last exercices of the distributable profits.

Lors of the constitution of the company or during of its existence, it may be cree of the shares of priorite jouissant of advantages by report to all other shares, subject to the provisions of articles 259 and

260. it may of same be cree of the shares to dividend prioritaire without right of vote under the conditions provided for in Articles 263 to 271 subject to the provisions of articles 257 (2e paragraph) and 259 to 261.

The shares to dividend prioritaire without right of vote may be creees by increase of capital or by conversion of shares ordinaires deja issued. they may be converties in shares ordinaires. the shares to dividend prioritaire without right of vote may not represent plus of one quarter of amount of the share capital. their nominal value is equale to it of the shares ordinaires or, where applicable, of the shares ordinaires of one of the categories precedemment issued by the company. the titulaires of shares to dividend prioritaire without right of vote beneficient of the rights reconnus to the other shareholders, except of the right of participate and of voter, of the chef of these shares, to the general meetings of the shareholders of the company.

In the event of creation of shares to dividend prioritaire without right of vote by conversion of shares ordinaires deja issued or in the event of conversion of shares to dividend prioritaire without right of vote in shares ordinaires, the extraordinary general meeting determines the amount maximal of shares to convenir and set the conditions of conversion on the basis of a special report of the statutory auditor. its decision is not final only after approval by the meeting speciale of the titulaires of shares to dividend prioritaire without right of vote and by the extraordinary general meeting of the titulaires of bonds convertible into shares. the offer of conversion is carried out in same temps and to proportion of their share in the share capital to all the shareholders, except of the persons mentioned in Article 268.the extraordinary general meeting sets the period pendant which the shareholders may accepter the offer of conversion.

The shares to dividend prioritaire without right of vote donnent right to a dividend prioritaire preleve on the profit distribuable of the financial year before any other affectation. if it apparait that the dividend prioritaire may not be fully verse by reason of the insuffisance of the profit distribuable, it must be reparti to due limit between the titulaires of shares to dividend prioritaire without right of vote. the right to the payment of the dividend prioritaire which has not been fully verse by reason of the insuffisance of the profit distribuable is rerelates on the financial year following and, where appropriate, on the two exercices ulterieurs or, if The The articles of association the prevoient, on the exercices ulterieurs. this right exercises prioritairement by report to the payment of the dividend prioritaire of the to the title of the financial year. the dividend prioritaire may not be less than ni to the first dividend calculatione in accordance with The The articles of association, ni to an amount equal to 7,5 % of amount paid up of the capital represented by the shares to dividend prioritaire without right of vote. these shares may not donner right to the first dividend. after prelevement of the dividend prioritaire as well as of the first dividend, if The The articles of association in prevoient, or of to dividend of 5 % for the benefit of all the shares ordinaires calculatione under the conditions provided by The The articles of association, the shares to dividend prioritaire without right of vote have, proportionnellement to their nominal amount, the same rights that the shares ordinaires. in the case or the shares ordinaires are divisees in categories ouvrant of the rights inegaux to the first dividend, the amount of the first dividend provided to the second paragraph of this article entend of the first dividend the plus eleve.

Where the dividends prioritaires dus to the title of three exercices have not been fully verses, the titulaires of the shares correspondantes acquire, proportionnellement to the quotite of the capital represented by these shares, a right of vote equal to it of the other shareholders. the right of vote provided in the paragraph preceding subsiste until the expiry of the financial year during which the dividend prioritaire aura been fully verse, y compris the dividend of the to the title of the exercices previous.

The titulaires of shares to dividend prioritaire without right of vote are meeting in meeting speciale. any shareholder possedant of the shares to dividend prioritaire without right of vote may participate in the meeting speciale.

Any contrary clause is deemed unwritten. the meeting speciale of the shareholders to dividend prioritaire without right of vote may issue a notice before any decision of the general meeting. it statue alors by majority of the votes exprimees by the shareholders present or represented. in the case or it is carried out to a scrutin, it is not required account of the bulletins blancs. the opinion is transmis to the company. it is relates to the knowledge of the general meeting and consigto its minutes. the meeting speciale may appoint an or, if The The articles of association the prevoient, several representatives charges of represent the shareholders to dividend prioritaire without right of vote to the general meeting of the shareholders and, where applicable, of y exraise their notice before any vote of this last. this notice is consigto the minutes of the general meeting. subject in Article 267, any decision modifiant the rights of the titulaires of shares to dividend prioritaire without right of vote is not final only after approval by the meeting speciale visee in the first paragraph of this article, ruling selon the conditions of quorum and of majority provided in Article 113 (last paragraph) of this law.

In the event of increase of capital by cash contributions, the titulaires of shares to dividend prioritaire without right of vote beneficient, under the same conditions that the shareholders ordinaires, of to preferential subscription right.

However, the extraordinary general meeting may decider, after notice of the meeting speciale provided in Article 266, that its auront a right preferentiel to souscrire, under the same conditions, of nouvelles shares to dividend prioritaire without right of vote which shall be issued in the same proportion. hasttribution gratuite of shares nouvelles, to the suite of to increase of capital by incorporation of reserves, profits or primes of issuance, applies to the titulaires of shares to dividend prioritaire without right of vote.

However, the extraordinary general meeting may decider, after notice of the meeting speciale provided in Article 266, that the titulaires of shares to dividend prioritaire without right of vote recevront, to the place and place of shares ordinaires, of the shares to dividend prioritaire without right of vote which shall be issued in the same proportion. any majoration of nominal amount of the shares existantes to the suite of to increase of capital by incorporation of reserves, profits or primes of issuance, applies to the shares to dividend prioritaire without right of vote. the dividend prioritaire provided in Article 264 is alors calculatione, from the realisation of the capital increase, on the nouveau nominal amount majore, where appropriate, of the issue premium versee lors of the subscription of the shares anciennes.

The members of the board of directors, of the management board or of the supervisory board, the general managers of a joint stock company and their spouses, as well as their enfants mineurs not emancipes may not detenir, in any form whatsoever, of the shares to dividend prioritaire without right of vote issued by this company.

It is prohibited to the company which to issued of the shares to dividend prioritaire without right of vote of adeathir the nominal value of the shares of its capital.

In the event of capital reduction not motivee by of the losses, the shares to dividend prioritaire without right of vote are, before the shares ordinaires, achetees under the conditions provided to the two last paragraphs of Article 270 and annulees. the shares to dividend prioritaire without right of vote have, proportionnellement to their nominal amount, the same rights that the other shares on the reserves distribuees during of the financial year.

The The articles of association may donner to the company the faculte of exiger the rachat, whether of the full of its own shares to dividend prioritaire without right of vote, whether of certain categories between they, each categorie being determined by the date of its issue. the rachat of to categorie of shares to dividend prioritaire without right of vote must relatesr on the integralite of the shares of this categorie. the rachat is decided by the general meeting ruling under the conditions set in Article

209.

The provisions of Article 212 are applicable. the shares rachetees are annulees and the capital reduced by operation of law. the rachat of shares to dividend prioritaire without right of vote may not be required by the company only if a provision particuliere a been inseree to this effect in The The articles of association before the issue of these shares. the value of the shares to dividend prioritaire without right of vote is determined to the day of the rachat of to common agreement between the company and a meeting speciale of the shareholders vendeurs, ruling selon the conditions of quorum and of majority provided in Article 113, last paragraph.

In the event of desaccord, it is made application of Article 254 (6e paragraph). the rachat of the shares to dividend prioritaire without right of vote may not intervenir only if the dividend prioritaire of the to the title of the exercices previous and of the financial year in cours a been fully verse.

It is not required account of the shares to dividend prioritaire without right of vote for the determination of the pourcentage of the capital of a company detenu by another company.

It is prohibited, from the entree in vigueur of this law, of adeathir the shares by means of tirage to the sort.

The action of cash is nominative untiln its entiere payment.

The shares to souscrire in cash must be obligatoirement paid up of to quarter at least of their nominal value, lors of their subscription. the payment of the surplus must intervenir in one or more times, on decision of the board of directors or of the management board under the conditions provided in Article 21 (2e paragraph). failing this of payment by the shareholder of the amounts restant to verser on the amount of the shares by it subscribed and appelees to the epoques determineds by the board, the company it adresse a formal notice by registered letter with acknowledgment of receipt. thirty days at least after this formal notice remainse without effect, the company may, without no authorisation of justice, seek the vente of the shares not paid up. the shares not listed to the cote of the stock exchange are vendues to the encheres publics by the ministere of to notary or by a company of bourse. to this effect, thirty days at least after the formal notice provided in the paragraph preceding, the company made paraitre in a newspaper of legal notices a notice of mise in vente mentionnant the numeros of the shares to vendre. the company informed the debiteur, and where applicable its codebiteurs, by registered letter with acknowledgment of receipt, of this mise in vente and it indique the date and the number of the newspaper in which the opinion a been published. the mise in vente of the shares may not have place unless of twenty days after the envoi of the registered letter. (8e paragraph, repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The produit net of the vente is, to due limit grants to the company. it impute on this which is of the in principal and interest by the shareholder defaillant and ensuite on the remboursement of the frais exposes by the company for parvenir to the vente. the shareholder defaillant remains debiteur or profite of the difference. hascquereur is inscrit in the register of the transferts.

If the vente may not have place for defaut of acheteurs, the board of directors or the management board may pronouncedr the decheance of the rights of the shareholder attaches to the shares concernees and conserve the amounts which have been paid, without prejudice to damages-interest. if the shares may not be ulterieurement vendues pendant the financial year during which a been declared the decheance of the rights of the shareholder defaillant, they must be annulees with reduction correlative of the capital.

The shareholder defaillant, the transferees successifs and the subscribers are tenus jointly and severally of amount not paid up of the action. the company may act against eux whether before or after the vente, whether in same temps for obtenir the somme due and the remboursement of the frais exposes. it which to desinterested the company dispose of to recours for the any against the titulaires successifs of the action; the charge final of the dette incombe to the last between eux. two years after the date of the envoi of the requisition of transfert, any subscriber or shareholder which to transferred its title cesse to be required of the payments not encore appeles.

Thirty days after the formal notice provided in Article 274 (paragraph 3), the shares on the amount desquelles the payments exigibles have not been effectues, cessent of donner right to the'admission and to the votes in the general meetings of shareholders and are deduites for the calculation of quorum. the right to the dividends and the preferential subscription right to the augmentations of capital attaches to these shares are suspendus to the expiry the said period of thirty days.

[amended and supplemented by l’Article One of Law No. 78-12] the company may not holdsr, directly or by the intermediaire of to person agissant in its own name on behalf of the company, plus of to pourcentage of the capital sets by means settlementaire. for the companies of which the shares are not listed to the stock exchange, the shares holdses must be mises under the form nominative and entierement paid up lors of its acquisition. failing this, the members of the board of directors or of the management board are tenus, under the conditions provided in Article 352 of liberer the shares. the acquisition of shares of the company may not have for effect of abaisser the net equity to an amount less than it of the capital increased of the reserves not distribuables. the company must provide of reserves, other than the legal reserve, by an amount at least equal to the value of all of the shares that he or she holds. the shares holdses by the company donnent right ni to the vote ni to the dividends. in the event of increase of capital by subscription of shares in cash, the company may not exercise by itself the preferential subscription right the general meeting may decider of pas hold account of these shares for the determination of the rights preferentiels of subscription attaches to the other shares; failing this, the rights attaches to the shares holdses by the company must be, before the closing of the period of subscription, whether vendus in bourse, whether repartis between the shareholders to the prorata of the rights of each.

[amended and supplemented by l’Article One of Law No. 78-12]

It is prohibited to the company: 1) the subscription and the purchase by the company of its own shares, whether directly, either by a person agissant in its own name, mais on behalf of the company, unless if the acquisition of these shares vise their annulation to the effect to reduce the capital in accordance with the provisions of the 2e paragraph of article

208. the founders, or, in the case of to increase of capital, the members of the board of directors, of the management board or of the supervisory board are tenus, of liberer the shares subscribed or acquises by the company in violation of the provisions of the paragraph preceding;

Where the shares auront been subscribed or acquises by a person agissant in its own name mais on behalf of the company, this person shall be holding of liberer the shares jointly and severally with the founders or, as the case may be, the members of the board of directors, of the management board or of the supervisory board; this person is in in addition to reputee have subscribed these shares for its own account. the shares holdses in violation of the provisions of Article 279 and of the present paragraphe must be transferred within a period of six months from their subscription or of their acquisition; to the expiry of this period, they must be annulees. 2) the taken in gage by the company of its own shares, directly or by the intermediaire of to person agissant in its own name, mais on behalf of the company. the shares taken in gage by the company must be restituees to their owners within the period of to year; the restitution may have place within a period of two years if the transfert of the gage to the company results of to transfer of patrimoito title universel or of to decision of justice; failing this, the contract of gage is void by operation of law. the prohibition provided to the present paragraphe is not applicable to the ordinary transactions of the establishments of credit. 3) hasvance of the funds, the octroi of prets, or the constitution of to surete by the company in vue of the subscription or of the purchase of its own shares by a third parties.

The provisions of the present paragraphe apply pas to the ordinary transactions of the establishments of credit.

[amended and supplemented by l’Article One of Law No. 78-12] by way of derogation to the provisions of the paragraphe 1) of Article 280 above, the companies of which the securities are inscrits to the cote of the stock exchange may acheter in bourse their own shares, in vue of favoriser the liquidite of the marche desdites shares, or of the ceder, to title for consideration or to title free, to the employees or to the managers of the company. to this end, the ordinary general meeting must have expressly authorised the company to carried outr in bourse on its own shares. it sets the modalites of the transaction and in particular the price maximum of achat and minimum of vente, the number maximum of shares to acquire and the period in which the acquisition must be carried out. this authorisation may not be given for a duration superieure to ten-eight months. ladite transaction may not be decided, under penalty of nullity, that on the base of to document of information elabore and vise by the authority moroccan of the marche of the capitaux and published, under the conditions and the forms required by the Law No.° 44-12 relating to the'public offering and to the informations required of the legal entities and organismes making public offering. the shares holdses to the-dela of the duration of ten-eight months above, must be transferred within a period of six months. the forms and conditions in lesquelles may carry out these rachats are set by the administration after notice of the authority moroccan of the marche of the capitaux.

The extraordinary general meeting of a joint stock company may decider, on the report of the board of directors or of the management board and on it of statutory auditors, the creation, in a proportion which may not be superieure to one quarter of the share capital, of investment certificates representatifs of the rights pecuniaires and of certificats of right of vote representatifs of the other rights attaches to the shares issued to the occasion of to increase of capital or of to fractionnement of the shares existantes.

In the event of increase of capital, the relatesurs of shares and, if it in existe, the relatesurs of investment certificates, beneficient of to preferential subscription right to the investment certificates issued and the procedure followed is it of augmentations of capital. the relatesurs of investment certificates renoncent to the right preferentiel in meeting speciale convened and ruling selon the rules of the extraordinary general meeting of the shareholders. the certificats of right of vote are repartis between the relatesurs of shares and the relatesurs of the certificats of right of vote, if it in existe, to the prorata of their rights.

In the event of fractionnement, the offer of creation of the investment certificates is carried out in same temps and in a proportion equale to their share of the capital to all the relatesurs of shares. to the'issue of a period sets by the extraordinary general meeting, the solde of the possibilites of creation not grantses is reparti between the relatesurs of shares which have request to beneficier of this distribution supplementaire in a proportion equale to their share of the capital and, in any etat of cause, in the limite of their demandes. after this distribution, the solde eventuel is reparti by the board of directors or the management board.

The certificat of right of vote must revetir the form nominative. the investment certificate is negociable; its nominal value is equale to it of the shares.

Where the shares are divisees, the investment certificates the are also.

The certificat of right of vote may not be transferred only up toccompanied by to investment certificate.

However, it may be also transferred to the relatesur of the investment certificate.

The transfer entraiby operation of Law No.reconstitution of the action in oand hasutre cas. the action is also reconstituee by operation of Law No.between the mains of the relatesur of to investment certificate and of to certificat of right of vote. it in made the declaration by registered letter to the company in the fifteen days. faute of this declaration, the action is private of the right of vote until regularisation and pendant a period of thirty days following it. it may not be grants of certificat representing unless of to right of vote. the general meeting sets the modalites of attribution of the certificats for the rights formant rompus.

In the event of merger or of demerger, the investment certificates and the certificats of right of vote of a company which disparait may be echanges against of the shares of companies beneficiaries of the transfert of patrimoine.

The relatesurs of investment certificates may obtenir communication of the corporate documents under the same conditions that the shareholders.

In the event of distribution gratuite of shares, of nouveaux certificats must be crees and remis gratuitement to the owners of the certificats anciens, in the proportion of the number of the shares nouvelles grantses to the shares anciennes, unless renonciation of their share for the benefit of all of the relatesurs or of certains between eux.

In the event of capital increase in cash, it is issued of nouveaux investment certificates in number tel that the proportion which existait before the increase between shares ordinaires and certificats of right of vote whether maintenue after the increase, in considerant that it shall be entierement carried out. the owners of the investment certificates have, proportionnellement to the number of securities that its holdsnt, a right exclusif of preference to the subscription to title irreductible of the nouveaux certificats. lors of a meeting speciale, convened and ruling selon the rules of the extraordinary general meeting of the shareholders, the owners of the investment certificates may renoncer to this right. the certificats not souscrits are repartis by the board of directors or the management board. the realisation of the increase of capital apprecie on its fraction correspondant to the issue of shares.

However, by way of derogation to the provisions of the first paragraph below, where the owners of certificats have renonce to their preferential subscription right, it is not carried out to the issue of nouveaux certificats. the certificats of right of vote correspondant to the nouveaux investment certificates are allocated to the relatesurs of anciens certificats of right of vote in proportion of their rights, unless renonciation of their share for the benefit of all of the relatesurs of the certificats of right of vote or of certains between eux.

In the event of issuance of bonds convertible into shares, the relatesurs of the investment certificates have, proportionnellement to the number of securities that its holdsnt, a right of preference to their subscription to title irreductible. their meeting speciale, convened and ruling selon the rules of the extraordinary general meeting of the shareholders, may y renoncer. these bonds may not be converties only in investment certificates. the certificats of right of vote correspondant to the investment certificates issued to the occasion of the conversion are allocated to the relatesurs of the certificats of right of vote existant to the date of hasttribution of the investment certificates in proportion of their rights, unless renonciation of their share for the benefit of all of the relatesurs of certificats of right of vote or of certains between eux. this attribution intervient to the fin of each financial year for the bonds convertible to any moment.

(2e paragraph, amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the bonds are of the securities negotiable which, in a same issue, conferent the same rights of creance for a same nominal value. this nominal value may not be less than 50 dh.

However, for the companies of which the securities are inscrits to the cote of the stock exchange, the minimum of nominal amount is sets to ten (10) dirhams.

The issue of bonds is not permise only up toux joint stock companies: 1) having two years of existence and which have closing two exercices successifs of which the financial statements have been approuves by the shareholders; 2) of which the share capital a been fully paid up. these provisions are not applicable: 1) to the issue of bonds beneficiant of the guarantee of the statement, or of the other legal entities authorised by the statement to donner this guarantee; 2) to the issue of bonds gagees by of the securities of creances on the statement or on the other legal entities subject to guarantee by the statement of their creances.

The ordinary general meeting of the shareholders to only capacity for decider or autoriser the issue of bonds as well as for autoriser, where applicable, the constitution of suretes in vue to guarantee the remboursement of the loan obligataire. this meeting may delegate to the board of directors or to the management board the powers necessaires for proceed, within a period of five years, to one or more emissions of bonds and in setsr the modalites.

However, in companies that have for purpose principal of issue of the loans bondholders intended to the financement of the prets that its consentent, the board of directors, or the management board is habilite by operation of law, unless disposition statutory contrary, to issue these loans.

The company may not constitute a gage quelconque on its own bonds.

The loan obligataire may not be garanti that by a surete real or the engagement whether of the statement whether of a legal entity authorised by the statement to this effect. the issue of the bonds guarantees by a surete real must make the purpose of to request prior with of the instances competent in vue of the registration of ladite surete following the procedure in vigueur for the benefit of the masse of the bondholders couvrant the amount of the loan drafte. the radiation, the reduction or the cantonnement of the registration pourra be obtenu that by mainlevee to represent him or herative of the masse of the bondholders authorised by the general meeting of the masse or by decision of the president of the court of the registered office of the company ruling in summary proceedings.

Before any issue of bonds by public offering, the company emettrice is holding of etablir the note of information provided in Article 13 of the dahir portant Law No.° 1- 93-212 precite of the 4 rabii ii 1414 (21 september 1993), in accordance with the provisions of Article 14 the said dahir.

(2e paragraph, amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the modalites provided by the provisions of articles 22 and 23 for the subscription of the shares apply to the subscription of the bonds. the amount of the loan obligataire must be entierement subscribed. failing this, the subscriptions are reputees not avenues unless the meeting which to decided or authorised the issue has notit provided expressly the limitation of amount of the issue to the amount subscribed or to a seuil sets by it, in decidant the modalites of guarantee and of protection of the interest of the subscribers which may be leses by this decision.

The relatesurs of bonds of to same issue are groupes by operation of Law No.for the defence of their interest common in a masse dotee of the legal personality.

However, in the event of issuances successives of bonds, the company may, lorsqu'uclause of each contract of issuance the provides, grouper in a masse unique the relatesurs of bonds having of the rights identiques.

The masse is represented by one or more representatives elus by the ordinary general meeting of the bondholders within the period of to year from the ouverture of the subscription and no later than thirty days before the first adeathissement provided. in attendant the holding of the general meeting, the board of directors carried out of the ouverture of the subscription to the appointment of to representative temporary among persons authorised to exercise the duties of agent of affaires. failing this of appointment by the board of directors to represent him or herative temporary of the ouverture of the subscription, it may be designated to the request of any interested by the president of the court, ruling in summary proceedings. the same procedure is appliquee, where the ordinary general meeting of the bondholders carried out pas to the appointment to represent him or herative of the masse. these representatives are revocables to any moment.

May not be designed comme representatives of the masse, the directors and the persons who are to the service of the company debitrice and of the companies garantes of the loan.

The representatives of the masse have, unless restriction decided by the general meeting of the bondholders, the power to achieve in the name of the masse all acts of management necessaires to the sauvegarde of the interest common of the bondholders.

The representatives of the masse dument autorises by the general meeting of the bondholders have seuls capacity to act in justice in the name of all of the bondholders. the shares in justice dirigees against all of the bondholders of to same masse may not be intentees that against the representatives of this masse.

The representatives of the masse may not immiscer in the management of affaires company. they have acces to the general meetings of the shareholders, mais without votes deliberative. they have the right to obtain communication of the documents mis available of the shareholders under the same conditions that these.

The bondholders dependant of to same masse may be meeting at any time in general meeting. if it existe several masses of bondholders, they may not in no cas deliberer to the sein of a meeting commusubject to of the provisions of the 2e paragraph of Article 299.

The meeting of the bondholders is convened whether: - by the board of directors or the management board; - to the'initiative to represent him or heratives of the masse; - by the bondholders to condition of represent 10% at least of the bonds and of it aviser the representatives of the masse; - by the liquidators where the company is in cours of liquidation.

The notice of the general meetings of bondholders is carried out under the same conditions of form and of period that those of the shareholders meetings. they deliberent under the same conditions of quorum and of majority provided in Article

113. the voting right attached to the bonds is proportionnel to the quotite of amount of the loan that its resubmit. each bond donright to a votes at least. the right of vote in the general meetings of bondholders belongs to the bare owner. any meeting irregulierement convened may be annulee.

However, the action in nullity is not recevable where all the bondholders of the masse interestede are present or represented.

The general meeting deliberates on all mesures having for purpose to ensure the defence of the bondholders and the performance of the contract of emprunt and in general on all mesures having a caractere conservatoire or of administration.

Any decision which met in cause the rights of the bondholders must be approved by the general meeting of the bondholders. failing this of approval, the company may notser in addition to only in offrant of rembourser the bondholders which in feront the request in the three months to partir of the day or the amendment is occurred.

Notwithstanding any provision contrary, the general meetings of the shareholders may not ni augmenter the commitments of the bondholders, ni etablir a traitement inequal between the bondholders of to same masse, ni decider the conversion of the bonds in shares subject to the provisions of Article 324.

The bondholders are not individually admitted to exercise a control over the transactions of the company or to request communication of the corporate documents.

However, they may require of the company of their fournir to any moment the renseignements of which they have besoin tant that bondholders.

The bonds rachetees by the company emettrice, as well as the bonds sorties to the tirage and remboursees, are annulees and may not be deliverys in circulation.

In the absence of provisions speciales of the contract of issuance, the company may not imraise to the bondholders the remboursement anticipe of the bonds.

In the event of early dissolution of the company, not provoquee by a merger or a demerger, the general meeting of the bondholders may exiger the remboursement of the bonds and the company may the imraise.

In the event of judicial reorganisation or liquidation of the company, the representatives of the masse of the bondholders are habilites to act in the name of it.

The joint stock companies remplissant the conditions provided by the section i of the present chapter may issue of the bonds convertible into shares in se conformant to the conditions speciales set by the presente section. this possibilite of issuance of bonds convertible into shares etend pas to the companies in lesquelles the statement detient directly or indirectly plus of 50% of the capital.

The extraordinary general meeting of the shareholders must donner its authorisation prealablement to the issue. unless derogation decided in accordance with Article 192 the right of souscrire to of the bonds convertible belongs to the shareholders under the conditions provided for the subscription of the shares nouvelles. the authorisation must include, for the benefit of the relatesurs of bonds convertible into shares, express waiver of the shareholders to their preferential subscription right to the shares which shall be issued by conversion of these bonds.

In the report that it must present to the meeting, the board of directors or the management board, is required of indicate the motifs of the issue and of preciser the periods during desquels the option offerte to the relatesurs of bonds pourra be exercisese, as well as the bases of conversion of the bonds in shares.

The conversion may not have place only up tou gre of the relatesurs and uniquement under the conditions and on the bases of conversion set by the contract of issuance of these bonds. this contract indique whether that the conversion aura place pendant an or of the periods of option determineds, whether that it aura place to any moment. the price of the issue of the bonds convertible may not be less than the nominal value of the shares that the bondholders recevront in the event of option for the conversion.

Statutory auditors submit to the meeting of the shareholders a special report on the propositions which it are subject as regards the bases of conversion.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). from the vote of the meeting, provided in Article 317, and tant that it existe of the bonds convertible into shares, the issue of shares to souscrire against cash, the issue of nouvelles bonds convertible, the incorporation to the capital of reserves, profits or primes of issuance and the distribution of the reserves in cash or in securities of relatesfeuille, are authorised only up to the condition of reserver the rights of the bondholders which opteront for the conversion. to this effect, the company must permettre to the bondholders optant for the conversion, as the case may be, whether of souscrire to title irreductible of the shares or of nouvelles bonds convertible, whether to obtain of the shares nouvelles to title free, whether of recevoir of the cash or of the securities semblables to the securities distribues in the same quantites or proportions thus only up toux same conditions, unless as regards the jouissance, only if its had been shareholders lors desdites emissions, incorporations or distributions.

However, to the condition that the shares of the company soient listed to the cote of the stock exchange, the contract of issuance may provide to the place of the mesures edictees to the paragraph preceding, an ajustement of the bases of conversion set to the'origine, for hold account of the incidences of the emissions, incorporations or distributions, under the conditions and selon the modalites of calculation which shall be controlees by the board deontologique of the securities. lorsthat it existe of the bonds convertible into shares, the company which carried out to a transaction visee to the paragraph first must inform the bondholders by a notice published in a newspaper of legal notices before the debut of the transaction. the content the said notice and the period of its publication are setss by decret.

In the event of issuance of bonds convertible into shares to any moment, the conversion may be requested pendant a period of which the point of depart may not be posterieur ni to the date of the first echeance of remboursement, ni to the cinquieme anniversaire of the debut of the issue and which expire three months after the date to which the obligation is appelee to remboursement.

However, in the event of capital increase or of merger, the board of directors or the management board may suspendre the financial year of the right to obtain the conversion pendant a period which may not exceed three months. the shares deliverys to the bondholders have right to the dividends verses to the title of the financial year during which the conversion a been requested.

Where, by reason of one of the conditions referred in the first paragraph of this article, the number of shares correspondant to the bonds held by the obligataire which request the conversion, formed pas a number entier, this obligataire may request the delivery of the number of shares immediately greater than, subject to compenser their value by a payment in cash. the capital increase rendue necessary by the conversion is definitively carried out, by the sole fact of the request of conversion accompanied by the subscription form and, where applicable, of the payments to which donlieu the subscription of shares in cash. in the months which suit the closing of each financial year, the board of directors or the management board, constate, where appropriate, the number and the nominal amount of the shares issued by conversion of bonds during of the financial year ecoule and aprelates the modifications necessaires to the clauses of The articles of association relating to the amount of the share capital and to the number of the shares which the resubmit. it may also, at any time, proceed to this recording for the financial year in cours and aprelatesr to The The articles of association the modifications correlatives.

From the vote of the meeting provided in Article 317 and tant that it existe of the bonds convertible into shares, it is prohibited to the company of adeathir the nominal value of the shares of its capital or to reduce it by means of remboursement and of modifier the distribution of the profits.

However, the company may creer of the shares to dividend prioritaire without right of vote to the condition of reserver the rights of the bondholders under the conditions provided in Article

320.

In the event of capital reduction motivee by of the losses, and which serait carried out by diminution, whether of nominal amount of the shares, whether of the number of these, the rights of the bondholders optant for the conversion of their securities shall be reduits in consequence, comme if the said bondholders had been shareholders of the date of issuance of the bonds.

From the issue of the bonds convertible into shares, and tant that it existe of telles bonds, hasbsorption of the company emettrice by another company or the merger with one or more other companies in a company nouvelle is submitted for the prior approval to the extraordinary general meeting of the bondholders interesteds. if the meeting has not approved hasbsorption or the merger, or if it has not pu deliberer validly faute of the quorum requis, the provisions of Article 241 are applicable. the bonds convertible into shares may be converties in shares of the company absorbante or nouvelle, whether pendant the periods of option provided by the contract of issuance, whether to any moment as the case may be. the bases of conversion are determineds in corrigeant the report of exchange sets by the said contract by the report of exchange of the shares of the company absorbante or nouvelle against the shares of the company emettrice, account required, where applicable, of the provisions of article

320. on the report of the board of directors or of the management board and on it of statutory auditors, provided in Article 319 (3e paragraph), the general meeting of the company absorbante or nouvelle statue on the approval of the merger and on the renonciation to the preferential subscription right provided in Article 317 (3e paragraph). the company absorbante or nouvelle is substituee to the company emettrice for the application of articles 319 (first paragraph) and 320 and, where applicable, of articles 321 and 322 (first paragraph).

Where the company emettrice of bonds convertible into shares made the purpose of to procedure of traitement of the difficultes of the business, the period provided for the conversion desdites bonds in shares is ouvert of the jugement arrbeing the plan of continuation of the business and the conversion may be carried oute to the gre of each obligataire, under the conditions provided by this plan.

Are nulles the decisions taken in violation of the provisions of articles 316 to 323.

The duration of the financial year is of douze months.

However, the first and the last financial year may be inferieurs to douze months.

At the close of each financial year, the board of directors or the management board drawn up the financial statements tels that definis by the Law No.° 9-88 relating to the bonds comptables of the traders, promulgated by the dahir n° 1-92-138 of the 30 Joumada ii 1413 (25 december 1992). it sets the profit or loss net of the financial year and a draft of affectation for be submitted for the approval of the ordinary general meeting annual.

In addition to the prescriptions provided in Article 13 of Law No.° 9-88 precitee, the modifications entered into in the presentation of the financial statements, comme in the methodes of valuation retenues, are signalees in the management report and, where applicable, in the report of statutory auditors. the frais of constitution of the company are adeathis no later than to the expiry of the cinquieme financial year and before any distribution of profits. the frais of increase of capital are adeathis no later than to the expiry of the cinquieme financial year following it during which they have been engages. these frais may be imputes on the amount of the primes of issuance afferentes to this increase. the ecarts of reevaluation provenant of the reevaluation of the elements of actif are not distribuables.

Under penalty of nullity of any resolution contrary, it is made on the profit net of the financial year, diminue where applicable, of the losses anterieures, a prelevement of 5 % affecte to the formation of to funds of reserve appele legal reserve. this prelevement cesse to be mandatory where the amount of the legal reserve excede one tenth of the share capital. it is carried out as often on the profit of the financial year, all other prelevements in vue of the formation of reserves imposees either by the law, either by The The articles of association or of reserves facultatives of which the constitution may be decided, before any distribution, by decision of the ordinary general meeting.

The profit distribuable is formed of the profit net of the financial year, diminue of the losses anterieures as well as of the amounts to relatesr in reserve by application of Article 329 and increased of the report beneficiaire of the exercices precedents. hors the case of capital reduction, no distribution may not be faite to the shareholders where the net equity is, or deviendrait, to the suite of it, less than the amount of the capital increased of the reserves that the Law No.or The The articles of association permettent pas of distribuer.

After approval of the financial statements of the financial year and recording of the life of amounts distribuables, the meeting ordinary determines the share grantse to the shareholders under form of dividends. any dividend distribue in violation of the provisions of Article 330 preceding is a dividend fictitious. the decision of the meeting must determiner in first place the share to grantsr to the shares jouissant of rights prioritaires or of special advantages. it must in in addition to set a first dividend attribuable to the shares ordinaires, calculatione on the amount paid up and not rembourse of the share capital. this first dividend, if it is not distribue in any or part to the title of to financial year determipeut be preleve by priorite on the profit net distribuable of the exercices suivants, subject to this which is dit to the second paragraph of this article; this prelevement impose to the meeting if The The articles of association in have thus dispose. the solde may constitute a superdividende, under deduction of the amounts affectees to the reserves in complement of hasffectation carried out to the title of Article 329, and of those which are rescopes to nouveau.

It is prohibited of provide for the benefit of the shareholders a dividend sets; any contrary clause is deemed unwritten unless the statement has notccorde to the shares the guarantee of to dividend minimal.

The modalites of mise in payment of the dividends votes by the general meeting are set by itself or, failing this, by the board of directors or the management board. this mise in payment must have place within a period maximum of nimonths after the closing of the financial year, unless prolongation of this period by order of the president of the court, ruling in summary proceedings, to the request of the board of directors or of the management board.

The general meeting may decider the mise in distribution, to title exceptionnel, of amounts prhighers on the reserves facultatives, other than the report to nouveau, of which it available. are not available the reserves correspondant to the detention of shares own. in in addition to is prohibited any prelevement on the reserves destito doter an account of provision. any decision of distribution affectant the reserves facultatives must indicate precisement the postes on lesquels the prelevements are effectues; it may be taken to any moment during of the financial year by the ordinary general meeting.

The right to the dividends is supprime where the company detient its own shares. it may be suspendu as penalty if the owners or bare owner of the shares the have pas paid up of the payments exigibles or, in the event of regroupement, the have pas presentees to the regroupement. if the shares are grevees of to usufruit, the dividends are dus to the usufructuary, however the produit of the distribution of reserves, hors the report to nouveau, is grants to the bare owner.

In the event of transfer of shares, hascquereur to right to the dividends not encore mis in payment, unless agreement contrary of the parts, notified to the company.

The rights nes of articles 331 and 334 se prescrivent by five years for the benefit of the company from the date of mise in payment of the dividend. the amounts not percues and not is time-barredes constituent a creance of ayants right portant pas interet to the'encontre of the company, unless its soient transformees in pret, to of the conditions determineds of to common agreement.

The company may not exiger of the shareholders no restitution of dividends, unless if the distribution a been carried out in violation of articles 330 and 331 and that it is drawn up that these shareholders had knowledge of the caractere irregulier of the distribution to the moment of it, or pouvaient ignores it account required of the circumstances.

The nullity of a company or it of deeds or resolutions modifiant The The articles of association, may not resulter that of to disposition expresse of this law, of the caractere illicite or contrary to the agenda public of the purpose of the company or of the incapacity of all the founders.

Any clause statutory contrary to a disposition imperative of this law, of which the violation is not sanctionnee by the nullity of the company, is deemed unwritten.

The nullity of deeds or resolutions other than those provided in Article 337 preceding may not resulter that of the violation of to disposition imperative of this law, or of one of the causes of nullity of the contracts in general.

The action in nullity is eteinte where the cause of the nullity to cesse of exister the day or the court statue on the funds in first proceedings.

The court saisi of to share in nullity may, same office, set a period for permettre of couvrir the nullites. it may not pronouncedr the nullity unless of two months after the date of the request introductive of proceedings. if for couvrir a nullity, a meeting must be convened or a consultation of the shareholders carried out, and if it is justifie of to notice reguliere of this meeting or of the envoi to the shareholders of the text of the drafts of decision accompanied by the documents necessaires, the court accorde by jugement the period necessary for that the shareholders may take a decision. if to the expiry of the period precite no decision has not been taken by the shareholders, the court statue on the action in nullity.

The provisions of articles 339 and 340 are not applicable in the case of nullity provided for in Articles 984, 985 and 986 of the dahir of the 9 ramadan 1331 (12 august 1913) formant code of the bonds and of the contracts.

In the event of nullity of deeds or resolutions posterieurs to the constitution of the company, fondee on a vice of the consent or on the incapacity of one shareholder, and where the regularisation may intervenir, any person y having interet may mettre in notice, by registered letter with acknowledgment of receipt it which is apte to the'carried outr, whether of regulariser, whether of act in nullity within a period of six months to penalty of forclusion. this formal notice is denoncee to the company.

Where the action in nullity is intentee within the period provided in the paragraph preceding, the company or any shareholder may submit to the court any extent susceptible of supprimer the interest of the demandeur, in particular by the rachat of its rights corporate. in this cas, the court may, whether pronouncedr the nullity, whether rendre obligatoires the mesures proposed, if these have been prealablement adoptees by the company to the conditions provided for the modifications statutorys. the vote of the shareholder of which the rachat of the rights is request, is without influence on the decision of the company.

In the event of contestation, the value of the rights corporate to rembourser to the shareholder is determined in accordance with the 6e paragraph of Article 254.

Where the nullity of deeds or resolutions posterieurs to the constitution of the company is fondee on the violation of the rules of publication formalities, any person having interet to the regularisation of the deed or of the resolution may mettre the company in notice of y proceed within a period of thirty days from ladite formal notice. failing this of regularisation in this period, any interested may request the president of the court, ruling in summary proceedings, of appoint a representative charge to achieve the formalite to the frais of the company.

The nullity of to transaction of merger or of demerger may not resulter that of the nullity of the resolution of one of the meetings which have decided the transaction. lorsthat it is possible of relatesr remede to the'irregularity susceptible of ittrainer the nullity, the court saisi of the action in nullity of to merger or of to demerger accorde to the companies interestedes a period for regulariser the situation.

The shares in nullity of the company or of deeds or resolutions posterieurs to its constitution se prescrivent by three years from the day or the nullity is encourue, subject to the forclusion provided in Article

342.

However, the action in nullity of to merger or of to demerger se is time-barred by six months from the date of the last inscription with the commercial register rendue necessary by the transaction.

Where the nullity of the company is declared, it se trouve by operation of Law No.dissolved without retroactivite, and it is carried out to its liquidation. with regard to the company, it produit the effets of to dissolution declared by justice.

Ni the company, ni the shareholders may not se rely of to nullity to with regard to the third parties in good faith.

Lorsqu'udecision of justice prononcant the nullity of to merger or of to demerger is devenue final, this decision made the purpose of to publication formalities in accordance with Article

37. it is without effect on the bonds nees to the charge or for the benefit of the companies to which the patrimoines are transmis between the date to which prend effect the merger or the demerger and it of the publication of the decision prononcant the nullity. in the case of merger, the companies having participe to the transaction are jointly and severally liable of the performance of the bonds mentioned to the paragraph preceding to the responsible for the company absorbante. the same applies in the case of demerger, of the company scindee for the bonds of the companies to which the patrimoiest transmis. chacuof the companies to which the patrimoiest transmis repond of the bonds to its charge, nees between the date of taken of effect of the demerger and it of the publication of the decision prononcant the nullity.

The founders of the company as well as the first directors, the first members of the management board and of the supervisory board are jointly and severally liable of the damage cause by the defaut of to wording mandatory in The The articles of association as well as by the omission or completion irregulier of to formalite is time-barrede by this Law No.for the constitution of the company.

The provisions of the paragraph preceding are applicable in the event of amendment of The articles of association to the directors, to the members of the management board and to the members of the supervisory board in duty lors of ladite amendment. the action se is time-barred by five years to compter, as the case may be, of the registration with the commercial register, or of the registration modificative.

The founders of the company to which the nullity is imputable and the directors, the members of the management board or of the supervisory board in duty to the moment or it a been encourue may be declares jointly and severally liable of the damages resultant, for the shareholders or for the third parties, of hasnnulation of the company. the same liability solidaire may be retenue against those of the shareholders of which the contributions and the advantages have not been verifies and approuves.

The action in liability fondee on hasnnulation of the company or of acts or resolutions posterieurs to its constitution se is time-barred by five years from the day or the decision of annulation is devenue irrevocable. the disparition of the cause of nullity met pas obstacle to the financial year of the action in damages-interest tendant to the compensation of the damage cause by the vice of which the company, the deed or the resolution etait entache. this share se is time-barred by five years from the day or the nullity a been couverte.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

The directors, the general manager and, where applicable, the deputy general manager or the members of the management board are liable, individually or jointly and severally, as the case may be, towards the company or towards third parties, whether of breaches to the provisions legislatives or settlementaires applicable to the joint stock companies, whether of the violations of The articles of association, whether of the fautes in their management. if several directors, or several directors and the general manager or, where applicable, the deputy general manager or the members of the management board have cocarried out to the same faits, the court determines the share contributive of each in the compensation of the damage.

The shareholders who, on the fondement of the provisions of the first paragraph, entendent request to the directors, to the members of the management board or to the general manager and, where applicable, to the deputy general manager the compensation of the damage that its have subi personnellement by reason of the same faits may donner to oor several between eux the term office of act in their name before the juridiction competente under the conditions following: 1) the mandat must be written and mentionner expressly that it donto the or to the representatives the power to achieve in the name of the mandant all the acts of procedure; it precise, where appropriate, that it emrelates the power of exercise the voies of recours; 2) the request in justice must indicate the first name, name and adresse of each of the mandants as well as the number of shares that its hold. it precise the amount of the compensation reclamee by each of them.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). in addition to the action in compensation of the damage subi personnellement, the shareholders may, whether individually, whether by grouping together intenter the action corporate in liability against the directors, the general manager and, where applicable, the deputy general manager or the members of the management board. the claimants are habilites to seek the compensation of the entier damage subi by the company, to which, where applicable, the damages-interest are alloues. to this end, the shareholders may, in an interet common, charger to their frais, one or more between eux to represent him or her for soutenir, tant in request only in defence, the action corporate against the directors, the general manager, and where applicable, the deputy general manager or the members of the management board. the withdrawal in cours of proceedings of one or more shareholders, whether that its aient perdu the capacity of shareholders, whether that its se soient voluntarily desistes, is without effect on the poursuite of ladite proceedings.

Where the action corporate is intentee under the conditions provided to this article, the court may not rule only if the company a been validly mise in cause by the intermediaire of its legal representatives.

(2e paragraph, amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). is deemed unwritten any clause of The articles of association having the effect of subordonner the financial year of the action corporate to the'avis prior to the authorisation of the general meeting, or which comrelatesrait by avance renonciation to this share. no decision of the general meeting may not have for effect of eteindre a share in liability against the directors, the general manager and, where applicable, the deputy general manager or the members of the management board for fault committed in completion of their mandat.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the liability action againstinst the directors, the general manager and, where applicable, the deputy general manager or the members of the management board tant corporate that individuelle, se is time-barred by five years, from the harmful event or if it has been concealed, of its disclosure. for the elements inclus in the financial statements, the prescription commence to courir from the date of filing with the court registry provided in Article 158.however where the action is qualifiede of crime, the action se is time-barred by twenty years. Article 355 bis:(ajoute by Article 3 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the members of the supervisory board are liable of the fautes personnelles commises in the performance of their mandat. they n'encourent no liability, by reason of acts of management and of their profit or loss. they may be held civilly liable for the offences committed by the members of the management board if, in having eu knowledge, they have not reported them to the general meeting.

The provisions of articles 354 and 355 are applicable.

The early dissolution of the company is declared by the extraordinary general meeting.

If as a result of losses recorded in the financial statements, the net equity of the company becomes less than one quarter of the share capital, the board of directors or the management board is required, in the three months following the approval of accounts having revealed this loss, of convoquer the extraordinary general meeting to the effect of decider where appropriate, of pronouncedr the early dissolution of the company. if the dissolution is not declared, the company is holding, no later than at the close of the second financial year following it during which the recording of the losses is occurred, and subject to the provisions of Article 360 to reduce its capital by an amount at least equal to the losses which have not pu be imputees on the reserves if, in this period, the capitaux own have not been reconstitues to limit of to value at least equale to one quarter of the share capital. in all the case, the decision adoptee by the general meeting is published in a newspaper of legal notices and to theficial gazette, filed with the court registry of the court and inscrite with the commercial register. failing this of meeting of the general meeting, comme in the case or this meeting has not pu deliberer validly on last notice, any interested may request in justice the dissolution of the company. the same applies if the provisions of the paragraph 2 of this article have not been appliquees.

The dissolution may be declared in justice to the request of any interested if the number of the shareholders is reduced to unless of five depuis plus of to year.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). in the case provided for in Articles 357 and 358, the court may accorder to the company a period maximum of to year for regulariser the situation; it may not pronouncedr the dissolution if the regularisation to eu place the day or it statue on the fond in first proceedings.

The capital reduction to an amount less than must be followed, within the period of to year of to increase having the effect of the relatesr to the amount provided in Article 6, unless, in the same period, the company has notit been converted in company of another form. failing this, any interested may request in justice the dissolution of the company, two months after have mis the representatives of it in notice of regulariser the situation. the action is eteinte where this cause of dissolution to cesse of exister the day or the court statue on the fond in first proceedings.

Subject to the provisions of this title, the liquidation of the joint stock companies is governed by the provisions contenues in The The articles of association and the provisions of the dahir of the 9 ramadan 1331 (12 august 1913) formant code of the bonds and of the contracts, which are not contrary.

The company is in liquidation from the moment of its dissolution for any reason whatsoever. its corporate name is followed by the wording " joint stock company in liquidation ". the legal personality of the company subsiste for the besoins of the liquidation, until the closing of it. the dissolution of a joint stock company produit its effets to with regard to the third parties that from the date to which it is inscrite with the commercial register.

The deed of appointment of the liquidators is published within a period of thirty days, in a newspaper of legal notices and, in in addition to, if the company to makes a public offering, to theficial gazette. it contient the indications following: 1) the name of the company followed, where applicable, of its sigle; 2) the form of the company, followed of the wording " in liquidation "; 3) the amount of the share capital; 4) the address of the registered office; 5) the number registration of the company with the commercial register; 6) the cause of the liquidation; 7) the first name, name and address of the liquidators; 8) where applicable, the limitations apscopes to their powers. are in in addition to indiques in the same insertion: 1) the place or the correspondence must be adressee and it or the acts and documents concerning the liquidation must be notifies; 2) the court with the court registry duquel shall be carried out, in appendix with the commercial register, the filing of acts and documents relating to the liquidation. on the initiative of the liquidator, the same indications are scopes, by simple lettre, to the knowledge of the relatesurs of shares and of bonds nominatives.

The dissolution of the company does not entail by operation of Law No.the resiliation of the baux of the real estate utilises for its activity corporate, y compris the locaux of habitation dependant of these real estate. if, in the event of transfer of the bail, the obligation of guarantee may not plus be assuree in the terms of it, it may y be substitue, by decision of the president of the court ruling in summary proceedings, any guarantee offerte by the transferees or a third parties is jugee sufficient.

Unless consent unanimous of the shareholders, the transfer of any or part of the assets of the company in liquidation to a person having eu in this company the capacity of director, of member of management board or of supervisory board, of general manager or of statutory auditor, may not have place only with the authorisation of the court, the liquidator and statutory auditors dument entendus.

The transfer of any or part of the assets of the company in liquidation to the liquidator to its employes, to their spouses, parents or relatives by marriage untilu 2e degree inclus is prohibitede same in the event of resignation of the liquidator.

The transfer globale of the assets of the company or the contribution of the assets to a company, in particular by means of merger, is authorised to the conditions of quorum and of majority provided for the meetings extraordinaires.

The shareholders are convened in fin of liquidation for rule on the account final, on the quitus of the management of the liquidator and the decharge of its mandat and for constater the closing of the liquidation. failing this, any shareholder may request the president of the court, ruling in summary proceedings the appointment of to representative responsible for proceed to the notice.

If the meeting of closing provided in Article 368 may not deliberer or if it refuse of approuver the accounts of the liquidator, it is statue by decision of justice, to the request of it or of any interested. in this cas, the liquidators deposent their accounts with the court registry of the court or any interested may in inspect and in obtenir to its frais copy.

The court statue on these accounts and, where applicable, on the closing of the liquidation, to the place and place of the meeting of the shareholders.

The opinion of closing of the liquidation, signed by the liquidator, is published, on the initiative of it in the newspaper of legal notices having recu publication formalities is time-barrede by Article 363 (paragraph 1er) and, if the company to makes a public offering, to theficial gazette. it contient the indications following: 1) the name of the company followed, where applicable, of its sigle; 2) the form of the company, followed of the wording " in liquidation "; 3) the amount of the share capital; 4) the address of the registered office; 5) the number registration of the company with the commercial register; 6) the first name, name and address of the liquidators; 7) the date and the place of meeting of the meeting of closing, if the accounts of the liquidators have been approuves by it or, failing this, the date of the decision of justice provided by Article 369, as well as the indication of the court which has declared; 8) the court registry of the court or are filed the accounts of the liquidators. unless otherwise provided in The The articles of association, the partage of the capitaux own subsistant after remboursement of the nominal of the shares is carried out between the shareholders in the same proportions that their participation to the share capital.

The liquidator is liable, to with regard tant of the company that of the third parties, of the consequences dommageables of the fautes by it commises in the financial year of its duties. the liability action againstinst the liquidators se is time-barred under the conditions provided in Article 355.

All shares against the shareholders not liquidators or their spouses surviving, heirs or ayants cause, se prescrivent by five years from the registration of the dissolution of the company with the commercial register.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). within the meaning of this title, the expression " members of administrative, management or governing bodies designated: - in the joint stock companies to board of directors, the members of the board of directors y compris, the chair and the general managers exterieurs to the board and the deputy general managers; - in the joint stock companies to management board and to supervisory board, the members of these organes selon their attributions respectives.

The provisions of this title concerning the members of administrative, management or governing bodies shall be applicable to any person which, directly or by person interposee, aura, in made, exercises the management, the administration or the management of joint stock companies under the couvert or to the place and place of their legal representatives.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). the penalties provided to this title are doubled in the event of repeat offence. by way of derogation to the provisions of articles 156 and 157 of the Criminal Code, is in etat of repeat offence within the meaning of this law, any person having made precedemment the purpose of to condamnation by jugement having acquired the force of the chose jugee to a penalty or to a fine, commet the same delit unless of 5 years after the expiry of this penalty or of its prescription.

(repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

By way of derogation to the provisions of articles 55, 149 and 150 of the Criminal Code, the fines provided by this Law No.may not be reduced to below of the minimum legal and the suspended sentence may not be ordered for the penalties of imprisonment.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 4.000 to 20.000 dirhams, the founders, the first members of administrative, management or governing bodies of a joint stock company who have issued of the shares, whether before the registration of ladite company with the commercial register, whether to a time quelconque, if the registration a been obtenue by fraude, whether encore without that the formalities of constitution of ladite company aient been validly accomplies. the fine provided in the paragraph preceding is scope to the double if the shares have been issued without that the shares of the cash aient been paid up to the subscription of to quarter at least or without that the shares of apport aient been fully paid up anterieurement to the registration of the company with the commercial register. shall be punies of the fine provided in the paragraph preceding, the same persons who will not have pas maintenu the shares of cash in the form nominative until their entiere payment. an imprisonment of oto six months pourra, in in addition to, be pronounced, lorsthat it agira of joint stock company making publicly appel to the'savings.

Shall be punished by imprisonment from one to six months and a fine of 8000 to 40 000 dirhams or of one of these two penalties only: 1) those which, knowingly, for the establishment of the certificat of the depositaire constatant the subscriptions and the payments auront affirme true and trues of the subscriptions that its savaient fictives or auront declare that the funds which have not been mis definitively available of the company have been actually verses, or auront remis to the depositaire a liste of the shareholders mentionnant of the subscriptions fictives or the payment of funds which have not been mis definitively available of the company; 2) those which, knowingly, by simulation of subscriptions or of payments, or by publication of subscriptions or of payments which n'existent pas or of all other faits faux, auront obtenu or tente to obtain of the subscriptions or of the payments; 3) those which, knowingly, for provoquer of the subscriptions or of the payments, auront published the noms of persons, designees contrary to the verite comme being or before be attachees to the company to a title quelconque; 4) those which, fraudulently, auront made grantsr to a contribution in kind a valuation superieure to its value real.

(repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08- 18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by to imprisonment of a to three months and a fine of 6.000 to 30.000 dirhams or of one of these two penalties only, the founders, the members of administrative, management or governing bodies of a joint stock company, as well as the owners or relatesurs of shares which, knowingly, auront negocie: 1) (repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008);); 2) of the shares of cash which are not demeurees under the form nominative until their entiere payment; 3) (repealed by Article 4 of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008); 4) of the shares of cash for lesquelles the payment of one quarter has not been carried out; 5) of the promesses of shares, unless as regards the promesses of shares to creer to the occasion of to increase of capital in a company of which the shares anciennes are deja listed to the cote of the stock exchange.

Shall be punie of the penalties provided in Article 381 preceding, any person which knowingly, aura whether participe to the negociations, whether drawn up or published the value of the shares or promesses of shares referred to this article.

Shall be punie of imprisonment from one to six months and a fine of 8 000 to 40 0000 dirhams or of one of these two penalties only, any person which, knowingly, auraccepts or conserve the duties of contribution auditor, notwithstanding the incompatibilities and interdictions legal.

Shall be punished by imprisonment from one to six months and a fine of 100 000 to 1 000 000 of dirhams or of one of these two penalties only the members of administrative, management or governing bodies of a joint stock company: 1) which, in the absence of inventory or by means of inventaires fraudulent, auront, knowingly, carried out between the shareholders the distribution of fictitious dividends; 2) who, even in the absence of any distribution of dividends, auront knowingly published or presente to the shareholders, in order to conceal the true situation of the company, of the financial statements annual giving pas, for each financial year, an true and fair view of the profit or loss of the transactions of the financial year, of the financial position and of the patrimoine, to the expiry of this period; 3) which, of mauvaise foi, auront made, of the biens or of the credit of the company, an usage that its savaient contrary to the interest economiques of it to of the fins personnelles or for favoriser another company or entreprise in which they etaient interesteds directly or indirectly; 4) which, of mauvaise foi, auront made of the powers that its possedaient and/or of the votes of which they disposaient, in this capacity, an usage that its savaient contrary to the interest economiques of the company, to of the fins personnelles or for favoriser another company or entreprise in which they etaient interesteds directly or indirectly.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 3.000 to 15.000 dirhams, the chair or the director chair of meeting which will not have pas made constater the resolutions of the board of directors by of the minutes in accordance with the provisions of Article 53.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 20.000 to 200.000 dirhams, the members of administrative, management or governing bodies of a joint stock company which will not have pas, for each financial year, drawn up the inventory, drawn up of the financial statements and a management report.

Shall be punished by imprisonment from one to six months and a fine of 8 000 to 40 000 dirhams or of one of these two penalties only: 1) those which, knowingly, auront empeche a shareholder of participate to a meeting of shareholders; 2) those which, in se presentant faussement comme owners of shares, auront participe to the vote in a meeting of shareholders, that its aient agi directly or by person interposee; 3) those which se shall be made accorder, garantir or promettre of advantages for voter in a certain sens or for pas participate to the vote, as well as those who have accorde, garanti or promis these advantages.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 30.000 to 300.000 dirhams, the members of administrative, management or governing bodies of a joint stock company which will not have pas reuni the ordinary general meeting in the six months of the closing of the financial year or pendant the period of its prorogation or, which will not have pas submitted for the approval of ladite meeting the financial statements annual and the management report.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the members of administrative, management or governing bodies of a joint stock company which will not have pas convened, to any meeting, within the period legal, the shareholders titulaires depuis thirty days at least of securities nominatifs, in the forms provided by The The articles of association.

Shall be punished by a fine of 6 000 to 30 000 dirhams, the chair of a joint stock company which will not have pas relates to the knowledge of the shareholders, under the conditions provided by this law, the renseignements exiges in vue of the holding of the meetings.

Shall be punished by a fine of 4 000 to 20 000 dirhams, the members of administrative, management or governing bodies of a joint stock company which will not have pas adresse, to any shareholder which in to made the request, a formule of power of attorney conforme to the prescriptions set by The The articles of association, as well as: 1) the liste of the directors or of the members of the management board or of the supervisory board in financial year; 2) the text and the expose of the motifs of the drafts of resolutions inscrits to the agenda; 3) where applicable, a notice on the candidats to the administrative, management or governing bodies; 4) the reports of the board of directors or of the management board and of statutory auditors which shall be subject to the meeting; 5) if it it concerns of the ordinary general meeting annual, the financial statements annual.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the members of administrative, management or governing bodies of a joint stock company which have not made available available of any shareholder, at the registered office: 1) pendant the period of fifteen days which precede the meeting of the ordinary general meeting annual, the documents enumeres in Article 141; 2) pendant the period of fifteen days which precede the meeting of to extraordinary general meeting, the text of the drafts of resolutions proposed, the report of the board of directors or of the management board and, where applicable, the report of statutory auditors and of the draft of merger; 3) pendant the period of fifteen days which precede the meeting of the general meeting, the liste of the shareholders setse thirty days to the plus before the date of ladite meeting and comportant the first name, name and address of each titulaire of shares nominatives and of each titulaire of shares to the relatesur having manifeste, to this date, the intention of participate in the meeting as well as the number of the shares of which each shareholder connu of the company is titulaire; 4) at any time of the year, the documents suivants concerning the last three financial years subject to the general meetings: inventory, financial statements annual, report of the board of directors or of the management board, report of statutory auditors, feuilles of presence and minutes of the meetings.

Shall be punished by a fine of 6 000 to 30 000 dirhams, the members of administrative, management or governing bodies of a joint stock company which, knowingly: 1) will not have pas made hold, for any meeting of the meeting of the shareholders, a feuille of presence emargee by the shareholders present and the representatives, certifiee exacte by the bureau of the meeting and contenant:

To) the first name, name and address of each shareholder present and the number of shares of which it is titulaire as well as the number of votes attache to these shares;

B) the first name, name and address of each representative and the number of shares of its mandants as well as the number of votes attache to these shares;

C) the first name, name and address of each shareholder represented and the number of shares of which it is titulaire, as well as the number of votes attache to these shares or, failing this of these mentions, the number of powers donnes to each representative; 2) will not have pas annexed to the feuille of presence the powers donnes to each representative; 3) will not have pas carried out to the recording of the decisions of any meeting of shareholders by a minutes signed of the members of the bureau, conserve at the registered office in a recueil special and mentionnant the date and the place of the meeting, the mode of notice, the agenda, the composition of the bureau, the number of shares participant to the vote and the quorum atteint, the documents and reports subject to the meeting, a summary of the debates, the text of the resolutions mises to the votes and the profit or loss of the votes.

Shall be punished by the penalties provided in Article 393, the chair of meeting and the members of the bureau of the meeting which will not have pas respecte, lors of the shareholders meetings, the provisions regissant the voting rights attaches to the shares.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 4.000 to 20.000 dirhams, the members of administrative, management or governing bodies of a joint stock company which, lors of to increase of capital, auront issued of the shares: 1) whether before that the certificat of the depositaire ait been drawn up; 2) whether encore without that the formalities prealables to the increase of capital aient been validly accomplies. the fine provided in the paragraph preceding is scope to the double if the shares have been issued without that the capital anterieurement subscribed of the company ait been fully paid up, or without that the nouvelles shares of apport aient been fully paid up anterieurement to the'inscription modificative with the commercial register, or encore, without that the shares of cash nouvelles aient been paid up, lors of the subscription, of to quarter at least of their nominal value and, where applicable, of the full of the issue premium. shall be punies of the fine provided in the paragraph preceding the same persons who will not have pas maintenu the shares of cash in the form nominative until their entiere payment. an imprisonment of oto six months pourra, in in addition to, be pronounced, lorsthat it agira of joint stock companies making publicly appel to the'savings.

The provisions of this article are not applicable to the shares which have been validly issued by conversion of bonds convertible to any moment.

Subject to the provisions of articles 189 to 193, shall be punished by a fine of 10 000 to 100 000 dirhams the members of administrative, management or governing bodies of a joint stock company which, lors of to increase of capital: 1) will not have pas made beneficier the shareholders, proportionnellement to the number of their shares, of to right of preference to the subscription of the shares of cash; 2) will not have pas reserve to the shareholders a period of twenty days at least from the ouverture of the subscription, for the financial year of their right of subscription; 3) will not have pas grants the shares rendues available, faute of a number sufficient of subscriptions to title preferentiel to the shareholders having subscribed to title reductible a number of shares greater than to it that its pouvaient souscrire to title preferentiel, proportionnellement to the rights of which they disposent; 4) in the event of issuance anterieure of bonds convertible into shares, will not have pas reserve the rights of the bondholders which opteraient for the conversion; 5) in the event of issuance anterieure of bonds convertible into shares, auront, tant that it existe of the bonds convertible, adeathi the nominal value of the shares of capital or reduced the capital by means of remboursement, or amended the distribution of the profits or distribue of the reserves, without have taken the mesures necessaires for preserver the rights of the bondholders which opteraient for the conversion.

Shall be punished by to imprisonment of a months to a year and a fine of 35 000 to 350 000 dirhams or of one of these two penalties only, those who have commis the offences provided in Article 396, in vue of priver whether the shareholders or certains between eux, whether the relatesurs of bonds convertible or certains between eux, of to share of their rights in the patrimoiof the company.

Shall be punished by to imprisonment of a months to a year and a fine of 12 000 to 120 000 dirhams or of one of these two penalties only, the members of administrative, management or governing bodies or statutory auditors of a joint stock company which, knowingly, auront donor confirme of the indications inexactes in the reports presented to the general meeting appelee to decider of the suppression of the preferential subscription right of the shareholders.

The provisions of articles 379 to 383 relating to the constitution of the joint stock companies, are applicable in the event of increase of capital.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 7.000 to 35.000 dirhams, the members of administrative, management or governing bodies of a joint stock company who have carried out to the'adeathisation of nominal value of the shares of the capital by means of tirage to the sort.

Shall be punished by a fine of 10 000 to 50 000 dirhams, the members of administrative, management or governing bodies of a joint stock company which, knowingly, auront carried out to a reduction of share capital: 1) without respecter the equalite of the shareholders; 2) without communiquer the draft of reduction of share capital to statutory auditors, quarante-five days at least before the meeting of the general meeting appelee to rule.

Shall be punished by the penalty provided in Article 401, the members of administrative, management or governing bodies of a joint stock company who have, in the name of the company, subscribed, acquired, taken in gage, conserve or vendu of the shares issued by it in violation of the provisions of articles 279 to

281. are passibles of the same penalty, the members of administrative, management or governing bodies of a joint stock company who have, in the name of it, carried out the transactions following: avancer of the funds, accorder of the prets or consent a surete in vue of the subscription or of the purchase of its own shares by a third parties, transactions prohibitedes by Article 280 (paragraphe 3).

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by imprisonment from one to six months and a fine of 10.000 to 50.000 dirhams, or of one of these two penalties only, the members of administrative, management or governing bodies of a joint stock company which will not have pas provoque the appointment of statutory auditors of the company. shall be punies of the fine provided in the paragraph preceding the same persons who will not have pas convened statutory auditors of the company to the shareholders meetings in lesquelles the presentation of to report desdits auditors is required.

Shall be punie of imprisonment from one to six months and a fine of 8 000 to 40 000 dirhams, any person which, whether in its name personnel, whether to the title of shareholder in a company of statutory auditors, aura, knowingly, accepts, exercises or conserve the duties of statutory auditor notwithstanding the incompatibilities legal.

Shall be punished by to imprisonment of six months to two years and a fine of 10 000 to 100 000 dirhams or of one of these two penalties only, any statutory auditor which, whether in its name personnel, whether to the title of shareholder in a company of statutory auditors, aura, knowingly donor confirme of the informations mensongeres on the situation of the company or which will not have pas revele to the administrative, management or governing bodies the faits it apparaissant delictueux of which it aura eu knowledge to the occasion of the financial year of its duties. the Article 446 of the Criminal Code applies to statutory auditors.

Shall be punished by imprisonment from one to six months and a fine of 6 000 to 30 000 dirhams or of one of these two penalties only, the members of administrative, management or governing bodies or any person to the service of the company who have, knowingly, mis obstacle to the verifications or controles of the experts or of statutory auditors appointed in execution of articles 157 and 159 or which their auront refuse the communication on place of all the documents utiles to the financial year of their mission, and in particular of all contracts, books, documents comptables and registres of minutes.

Shall be punished by imprisonment from one to six months and a fine of 4000 to 20 000 dirhams or of one of these two penalties only, the members of administrative, management or governing bodies of a joint stock company which, knowingly, where the net equity of the company, as a result of losses recorded in the financial statements becomes less than one quarter of the share capital will not have pas, in the three months which suivront the approval of accounts having revealed these losses, convened the extraordinary general meeting to the effect of decider where appropriate the early dissolution of the company.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 6.000 to 30.000 dirhams, the members of administrative, management or governing bodies of a joint stock company: 1) which will not have pas carried out to the appels of funds for realiser the payment integrale of the capital within the period legal; 2) who have issued or laisse issue of the bonds, alors that the share capital n'etait pas fully paid up, subject to the provisions of the 2e paragraph of Article 293.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the members of administrative, management or governing bodies: 1) of which the company aura issued of the shares to dividend prioritaire without right of vote depassant the pourcentage sets by Article 263; 2) who have made obstacle to the appointment to represent him or heratives representing the titulaires of shares to dividend prioritaire without right of vote and to the performance of their term office; 3) who have omis of consulter, under the conditions provided for in Articles 266, 267 and 269, a meeting speciale of the titulaires of shares to dividend prioritaire without right of vote; 4) of which the company aura carried out to the'adeathisation of nominal value of the shares of the capital alors that the full of the shares to dividend prioritaire without right of vote have not been fully rachetees and annulees; 5) of which the company, in the event of capital reduction not motivee by of the losses, will not have pas rachete, in vue of their annulation, the shares to dividend prioritaire without right of vote before the shares ordinaires.

The members of administrative, management or governing bodies of a joint stock company which hold directly or indirectly under the conditions provided by Article 268 of the shares to dividend prioritaire without right of vote of the company that its dirigent shall be punished by the penalties provided in Article 409.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the founders, the members of administrative, management or governing bodies who have, from the entree in vigueur of this law, issued, on behalf of a joint stock company, of the founders shares.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the members of administrative, management or governing bodies of a joint stock company who have issued, on behalf of this company, of the bonds negotiable before that the company has notit drawn up the financial statements of two exercices successifs validly approuves by the shareholders and that it has notit two years of existence, subject to the 2e paragraph of Article 293.

Shall be punished by a fine of 8 000 to 40 000 dirhams, the members of administrative, management or governing bodies of a joint stock company: 1) who have issued, on behalf of this company, of the bonds negotiable which, in a same issue, conferent pas the same rights of creance for a same nominal value; 2) who have delivre to the bondholders of the securities on lesquels figurent pas the form, the corporate name, the capital, the address of the registered office of the company emettrice, the date of the constitution of the company, it of its expiration, the number of ordre, the nominal value of the title, the taux and the time of the payment of the interest and the conditions of remboursement of the capital, the amount of the issue and the guarantees speciales attachees to the securities, the amount not adeathi lors of the issue, of the bonds or of the securities of loans anterieurement issued and, where applicable, the period in which devra be exercisese the option accordee to the relatesurs of bonds for convertir their securities in shares as well as the bases of this conversion; 3) who have issued, on behalf of this company, of the bonds negotiable of which the nominal value serait less than the minimum legal.

Shall be punished by imprisonment from one to six months and a fine of 8 000 to 40 000 dirhams or of one of these two penalties only: 1) those which, knowingly, auront empeche an obligataire of participate to a general meeting of bondholders; 2) those which, in se presentant faussement comme owners of bonds, auront participe to the vote in a general meeting of bondholders, that its aient agi directly or by person interposee; 3) those which se shall be made accorder, garantir or promettre of advantages for voter in a certain sens or for pas participate to the vote, as well as those who have accorde, garanti or promis these advantages.

Shall be punished by a fine of 6 000 to 30 000 dirhams: 1) the members of administrative, management or governing bodies, statutory auditors or the employes of the company debitrice or of the company garante of any or part of the commitments of the company debitrice as well as their spouses, parents or relatives by marriage untilu 2e degree inclus who have represented of the bondholders to their general meeting, or auront accepts to be the representatives of the masse of the bondholders; 2) the persons to which the financial year of the deedivity of banquier or the right of gerer or to administer a company to a title quelconque is prohibited, who have represented the bondholders to the meeting of the bondholders or who have accepts to be the representatives of the masse of the bondholders; 3) the holders of bonds adeathies and remboursees who have taken share to the meeting of the bondholders; 4) the holders of bonds adeathies and not remboursees who have taken share to the meeting of the bondholders without power invoquer, for justifier the not remboursement, the defaillance of the company or a litige relating to the conditions of remboursement; 5) the members of administrative, management or governing bodies of a joint stock company who have taken share to the meeting of the bondholders by reason of the bonds issued by this company and rachetees by it.

Shall be punished by a fine of 5 000 to 25 000 dirhams, the chair of the general meeting of the bondholders which will not have pas carried out to the recording of the decisions of any general meeting of bondholders by minutes, transcrit on a register special required at the registered office and mentionnant the date and the place of the meeting, the mode of notice, the agenda, the composition of the bureau, the number of bondholders participant to the vote and the quorum atteint, the documents and reports subject to the meeting, a summary of the debates, the text of the resolutions mises to the votes and the profit or loss of the votes.

Shall be punished by a fine of 10 000 to 100 000 dirhams: 1) the members of administrative, management or governing bodies of a joint stock company who have offert or verse to the representatives of the masse of the bondholders, a traitement or a remuneration superieure to it which their a been allocated by the meeting or by decision of justice; 2) any representing of the masse of the bondholders which auraccepts a traitement or a remuneration superieure to it which it a been allocated by the meeting or by decision of justice, without prejudice to the restitution to the company of the somme versee.

Where one of breaches provided to the 1) and 2) of Article 413 and to Articles 415, 416 and 417 a been commise fraudulently in vue of priver the bondholders or certains between eux of to share of the rights attaches to their title of creance, the fine pourra be scope to 120.000 dirhams and an imprisonment of six months to two years pourra, in in addition to, be pronounced.

Shall be punished by a fine of 1.000 to 5.000 dirhams, the members of administrative, management or governing bodies of a joint stock company who have omis of indicate on the acts or documents issued by of the company and intended for third parties the corporate name, preceded or followed immediately by the wording " joint stock company " or of the initials " its " or of the wording provided in Article 77 (3e paragraph), as well as the statement of amount of the share capital and of the registered office.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008). [amended and supplemented by l’Article One of Law No. 78-12] without prejudice to application of legislations particulieres, in particular it relating to the informations required of the legal entities making public offering, shall be punished by a fine of 10.000 to 50.000 dirhams, any founder, director, general manager, deputy general manager or member of the management board which carried out pas within the periods legal whether to one or more depots of documents or of deeds with the court registry of the court, whether to one or more mesures of publication formalities provided by this law.

However, the persons referred to above to the paragraph preceding may deraise the documents provided in Article 158 above within a period supplementaire of 2 months. this filing is assorti of the payment of to p enalite of retard of 5.000 dirhams with of the tresor public in accordance with the code of recouvrement of the creances publics on title executoire issued by the president of the court competent. failing this of regularisation in this period supplementaire, the dispositi ons of the first paragraph of this article are applicable.

(supplemented by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by a fine of 5.000 to 25.000 dirhams the liquidator of a company which will not have pas, within the period of thirty days of its appointment, published in a newspaper of legal notices and in in addition to, to the « Official Gazette » if the company to makes a public offering, the deed the nommant liquidator and carried out to the filing with the court registry of the court and to the'inscription with the commercial register of the decisions prononcant the dissolution. an imprisonment of a to three months pourra, in in addition to, be pronounced, if the liquidator of a company has not convened the shareholders, in fin of liquidation, for rule on the account final, on the quitus of its management and the decharge of its mandat, and for constater the closing of the liquidation or has not, in the case provided in Article 369 filed its accounts with the court registry of the court, ni request in justice the approval of these.

(amended by Article One of Law No.° 20-05 promulgated by the dahir n° 1-08-18 of the 23 May 2008 - 17 Joumada I 1429; b.o. n° 5640 of the 19 June 2008).

Shall be punished by the penalties provided to the 2e paragraph of Article 421, the liquidator which, knowingly, aura manque to the bonds that it imposent the provisions of articles 1064 to 1091 of the dahir of the 9 ramadan 1331 (12 august 1913) formant code of the bonds and of the contracts and those of this law, as regards the inventory, the establishment of the financial statements, the holding of the meetings, the information of the shareholders and the conservation of the funds and of the corporate documents.

Shall be punished by imprisonment from one to six months and a fine of 8.000 to 40.000 dirhams or of one of these two penalties only, the liquidator which, of mauvaise foi: 1) aura made of the biens or of the credit of the company in liquidation, an usage that it knew contrary to the interest economique of it, to of the fins personnelles or for favoriser another company or entreprise in which it etait interested directly or indirectly; 2) aura transferred any or part of the assets of the company in liquidation contrary to the provisions of articles 365 and 366.

Is passible of the emprisonnement of oto six months and a fine of 4.000 to 20.000 dirhams or of one of these two penalties only, any liquidator which carried out to the distribution of the assets corporate between the shareholders, before haspurement of the passif or before the constitution of reserves suffisantes for in ensure the settlement or which, unless otherwise provided in The The articles of association, partage pas the capitaux own subsistant, after remboursement of the nominal of the shares, between the shareholders in the same proportion that their participation to the share capital.

In vue of creer or of gerer a subsidiary commune, or bien of creer a company which deviendra their mere commune, two or several companies may constitute between they a simplified joint stock company governed by the provisions of this title. the simplified joint stock company between companies is formed in consideration of the person of its members. these freely agree of the organisation and of the operation of the company, subject to the provisions below. the rules generals concerning the joint stock companies apply to the simplified joint stock company between companies that in the extent or they are compatible with these provisions.

Seules the companies of which the capital is at least equal to two million of dirhams or to the against-value of this somme in monnaie etrangere, may be member of to simplified joint stock company. the company, associee, which reduced its capital to below of this minimum must, in the six months of this reduction, or bien relever its capital until this somme or bien ceder his or her shares under the conditions set by The The articles of association. failing this, the company must se dissoudre and se transformer in a company of another form. the dissolution may be requested to the court by any interested or the ministere public.

The court may accorder a period maximal for that the shareholder regularise its situation. it may not pronouncedr the dissolution if, to the day or it statue on the fond in first proceedings, the regularisation to eu place.

The company is formed by of The articles of association signed of all the shareholders. the capital that its set must be paid up in full of the signature of these The articles of association. the company may not make publicly appel to the'savings.

A company of form quelconque may, to unanimity, se transformer in simplified joint stock company between companies if all its shareholders remplissent the conditions provided for in Articles 425 and 426.

The The articles of association may provide the inalienabilite of the shares for a duration n'excedant pas ten years. they may also submit any transfer of shares to the prior approval to the company. in this cas, any transfer which has not recu this agrement is void. they may encore provide only one shareholder may be required of ceder his or her shares and only if it carried out pas to this transfer, it shall be suspendu of its rights not pecuniaires.

The The articles of association may as often imraise to the shareholder of which the control, within the meaning of Article 144, is amended, of it inform the company. it may decider of suspendre the financial year of the rights not pecuniaires of this shareholder and of the exclure.

The provisions of the paragraph preceding apply to the shareholder which to acquired this capacity to the suite of to merger, of to demerger or of to dissolution.

If The The articles of association precisent pas the calculation of the price of transfer where the company met in œuvre a clause mentionnee in Article 429, this price is sets, failing this of agreement between the parts, to dire of expert designated by order of the president of the court, ruling in summary proceedings.

Where the shares are rachetees by the company, it must of the ceder within a period of six months or of annuler.

The clauses statutorys mentioned to Articles 429 and 430 may not be modifiees only by unanimous decision.

The The articles of association set the conditions in lesquelles the company is dirigee.

However, the company must have a chair, designated initialement in The The articles of association and, ensuite, of the maniere that these The articles of association determinent. this chair may be a legal entity. in this cas, the managers of this legal entity are subject to the same conditions and bonds and encourent the same responsabilites civil or penale only if its etaient chair in their name own, without prejudice to the liability solidaire of the legal entity that its dirigent.

The statutory auditor presente to the shareholders a report on the agreements entered into directly or through an intermediary between the company and its chair or its managers. the shareholders statuent on this report. the agreements not approuvees produisent neanunless their effets, to charge for the person interestede and eventuellement for the chair and the other managers of it bear the consequences dommageables for the company.

The provisions of the three paragraphs which preceding are not applicable to the agreements relating to ordinary transactions entered into under normal conditions.

The interdictions provided for in Articles 62 and 100 apply, under the conditions determineds by these articles, to the chair and to the managers of the company.

The chair represented the company to with regard to the third parties. it is investi of the broadest powers to act in all circumstances in the name of the company in the limite of the corporate purpose. in dealings with third parties, the company is bound even by the acts of the chair which relevent pas of the corporate purpose, unless it proves that the third parties knew that the deed depassait this purpose or that it pouvait ignores it account required of the circumstances, being excluded that the only publication of The articles of association sufficient to constitute this proof. the clauses statutorys limitant the powers of the chair are unenforceable to the third parties. as between shareholders the powers of the chair and, where applicable, of the other managers provided by The The articles of association are definis by these. in the extent or apply the rules generals relating to the joint stock companies, the chair or the managers that The The articles of association designent to this effect have all the powers of administration, of management and of management. the rules fixant the liability of the members of administrative, management or governing bodies are applicable to the chair and to the managers of the simplified joint stock company between companies.

The The articles of association determinent the decisions which must be taken collectivement by the shareholders in the forms that its prevoient.

However, the attributions devolues to the general meetings extraordinaires and ordinaires of the joint stock companies, in matiere of increase, of adeathisation of nominal value of the shares of the capital or of reduction of capital, of merger, of demerger, of dissolution, of appointment of statutory auditors, of the financial statements and of profits are, under the conditions provided by The The articles of association, exerciseses collectivement by the shareholders.

The provisions of articles 375 to 383, 386 and 395 to 399 inclus are applicable to the simplified joint stock companies. the penalties encourues by the members of administrative, management or governing bodies of the joint stock companies are applicable to the chair and to the managers of the simplified joint stock companies.

The provisions of articles 398, 404 and 405 are applicable to statutory auditors of the simplified joint stock companies.

Shall be punished by a fine of 2.000 to 10.000 dirhams, the chair of to simplified joint stock company which aura omis of indicate on the acts and documents issued by of the company and intended for third parties the corporate name, preceded or followed immediately by the wording " simplified joint stock company " or of the initials " sas ", as well as the statement of amount of the share capital and of the registered office.

Shall be punished by a fine of 2.000.000 of dirhams the managers of the simplified joint stock company who have makes year offering publicly to the'savings.

The provisions of articles 437 to 439 are applicable to any person which to exercises of maniere effective, directly or by person interposee, the management of to simplified joint stock company in the name and to the place and place of the chair and of the managers of the company.

All the periods provided by this Law No.are of the periods francs.

To the case or one of the penalties provided by this Law No.is declared, the court may ordonner to the frais of the condamne, whether the insertion integrale or by extrait of its decision in the journaux that it designated, whether hasffichage in the lieux that it indique. in in addition to the court may pronouncedr the decheance commercial in accordance with the provisions of articles 717 and 718 of the code of commerce.

This Law No.applies to companies that shall be constituees on the territoire of the royaume from the date of the mise in vigueur of the provisions relating with the commercial register figurant to the livre i of Law No.° 15-95 formant code of the commerce.

However, the formalities constitutives accomplies anterieurement will not have pas to be renouvelees.

(amended, dahir n° 1-99-327 of the 30 december 1999 portant promulgation of Law No.° 81- 99; b. o n° 4758 of the 6 january 2000) the companies constituees anterieurement to the date of publication of this Law No.shall be subject to its provisions to the expiry of the third year which suit it of its entree in vigueur or of the publication of the modifications apscopes to The The articles of association afin of the mettre in harmonie with lesdites provisions. the mise in harmonie to for purpose of abroger, of modifier and of remplacer, where applicable, the provisions statutorys contrary to the provisions imperatives of this Law And of their aprelatesr the complements that ladite Law No.rend obligatoires. it may be accomplie by means of amendement to The The articles of association anciens or by hasdoption of nouveaux The articles of association. it may be decided by the meeting of the shareholders to the conditions of validite of the decisions ordinaires, notwithstanding all provisions legal or statutorys contrary, to the condition of modifier, quant to the fond, that the clauses incompatibles with this law.

However, the conversion of the company or the increase of its capital by a moyen other than the incorporation of reserves, profits or primes of issuance, pourra be carried out that under the conditions required for the amendment of The articles of association.

If for a reason quelconque, the meeting of the shareholders has not pu rule validly, the draft of mise in harmonie of The articles of association shall be subject to the'homologation of the president of the court ruling in summary proceedings on requete of the legal representatives of the company.

If no mise in harmonie is not necessary, it in is taken act by the meeting of the shareholders of which the resolution made the purpose of the same publication formalities that the decision modifiant The The articles of association. this Law No.applies to the company from completion of these formalities.

Failing this of mise in harmonie of The articles of association with the provisions of this Law No.within the period above is time-barred, the clauses statutorys contrary to these provisions shall be reputees not written to the expiry of this period.

Failing this of avoir relates the share capital, at least to the nominal amount provided by Article 6, the joint stock companies of which the capital serait less than this amount devront, before the expiry of the period imparti, pronouncedr their dissolution or se transformer in company of another form for which the legislation in force n'exige pas a capital minimal greater than to the capital existant. companies that se shall be pas conformees to the provisions of the paragraph preceding, shall be dissoutes by operation of Law No.to the expiry of the period imparti.

The directors of companies which, voluntarily, have not made available or made mettre The The articles of association in harmonie with the provisions of this Law No.shall be passibles a fine of 2.000 to 10 000 dirhams.

The court impartira a nouveau period, which saurait exceed six months, in which The The articles of association devront be mis in harmonie with the provisions of this law. if this nouveau period is not observe, the directors concernes shall be passibles a fine of 10.000 to 20.000 dirhams.

This Law No.has notbroge pas the provisions legislatives and settlementaires to which are assujetties the companies subject to a regime particulier. the clauses of The articles of association of these companies, conformes to the provisions legislatives abrogees by Article 451, mais contrary to the provisions of this Law No.not referred to by the regime particulier desdites companies, shall be mises in harmonie with this law. to this effect, the provisions of articles 444 to 449 are applicable.

(amended, dahir n° 1-99-327 of the 30 december 1999 portant promulgation of Law No.° 81- 99; b. o n° 4758 of the 6 january 2000). are abroges, subject to their application transitoire until the expiry of the third year from the date betweene in vigueur of this Law No.to the companies n'having pas carried out to the mise in harmonie of their The articles of association, the provisions relating to the matieres governed by this Law And in particular the textes suivants tels that its have been modifies or completes: 1) the provisions of the title iv of the dahir of the 9 ramadan 1331 (12 august 1913) formant code of commerce, in this that its concern the joint stock companies; 2) the provisions of the dahir of the 17 hijja 1340 (11 august 1922) relating to the companies of capitaux, in this that its concern the joint stock companies.

The provisions of this Law No.are not applicable to the joint stock companies to capital variable and to the companies to participation ouvriere lesquelles remainsnt governed by the provisions of the dahir precite of the 17 hijja 1340 (11 august 1922); 3) the provisions of the dahir of the 29 chaoual 1374 (20 ju1955) on the founders shares issued by the companies, in this that its concern the joint stock companies; 4) the provisions of the dahir of the 21 hijja 1374 (10 august 1955) etablissant a preferential subscription right to the augmentations of the capital for the benefit of the shareholders, in this that its concern the joint stock companies.

(amended, dahir n° 1-99-327 of the 30 december 1999 portant promulgation of Law No.° 81- 99; b. o n° 4758 of the 6 january 2000). the joint stock companies which have issued of the founders shares before the publication of this law, must proceed, before the expiry of the third year which suit the date of ladite publication, whether to the rachat, whether to the conversion of these securities in shares. the conversion or the rachat are decides by the extraordinary general meeting of the shareholders.

Are punishable of the penalties provided in Article 411, the members of administrative, management or governing bodies which will not have pas rempli the obligation provided to this article.

The references to the provisions of the textes abroges by Article 451 contenues in the textes legislatifs or settlementaires in vigueur apply to the provisions correspondantes edictees by this law.

Pending the establishment of competent courts for the settlement of the disputes arising between traders or for the application of this law, a decision shall be made on the said disputes in accordance with the legislation in force.