LAW RELATING TO ANONYMOUS SOCIETIES MOROCCO
LexInter | October 13, 2009 | 0 Comments

LAW RELATING TO ANONYMOUS SOCIETIES MOROCCO

Title One: General Provisions

Article 1: The public limited company is a commercial company by reason of its form and whatever

or its object.

Its capital is divided into negotiable shares representing contributions in cash or in kind to

the exclusion of any contribution to industry.

It must have a sufficient number of shareholders to enable it to accomplish its purpose and ensure

its management and control, without this number being less than five. Shareholders do not support

losses only to the extent of their contributions and their commitments cannot be increased if this

is not of their own consent.

Article 2: The form, the duration, which cannot exceed 99 years, the name, the seat, the object and the

amount of capital are determined by the articles of association of the company.

Article 3: The duration of the company runs from the date of its registration in the register of

trade.

It can be extended one or more times without each extension exceeding 99 years.

Article 4: Acts and documents emanating from the company and intended for third parties, in particular,

letters, invoices, announcements and various publications must indicate the company name, preceded

or immediately and legibly followed by the words “société anonyme” or the initials “SA”,

the statement of the amount of the share capital and the registered office, as well as the registration number

the commercial register.

Article 5: Public limited companies whose head office is located in Morocco are subject to the

Moroccan legislation.

Third parties can take advantage of the registered office, but it is not enforceable against them by the

company if its real head office is located elsewhere.

Article 6: The share capital of a public limited company cannot be less than three million dirhams if

the company makes a public call for savings and three hundred thousand dirhams otherwise.

Article 7: Public limited companies enjoy legal personality from the date of their registration

in the commercial register. The regular transformation of a public limited company into a company with

other form or the reverse, does not result in the creation of a new legal person. It is

even of the prorogation.

Article 8: Until registration, the relations between the shareholders are governed by the contract of

company and by the general principles of the law applicable to obligations and contracts.

Article 9: (article repealed and replaced by article 5 of law n ° 23-01 promulgated by dahir n ° 1-

04-17 of April 21, 2004; BO of May 6, 2004) Any company is deemed to make a public offering

anonymous who:

– has its securities admitted to the Stock Exchange or any other regulated market;

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– or who issues or sells the said securities under the conditions provided for by article 12 of the dahir establishing the law

n ° 1-93-212 of 4 rabii Il 1414 (September 21, 1993) relating to the Ethical Council of Values

securities and information required from legal entities making public offerings, such as

amended or supplemented.

Article 10: The advertising prescribed by laws and regulations does not in itself constitute an appeal

public savings within the meaning of article 9 above.

Article 11: The articles of association of the company must be established in writing.

If they are established by private deed, as many originals are drawn up as necessary for

the deposit of a copy at the head office and the execution of the various formalities required.

Between shareholders, no means of proof are allowed against the content of the articles of association.

Pacts between shareholders must be recorded in writing.

Article 12: In addition to the mentions listed in article 2 of this law, and without prejudice to all

other useful information, the articles of association of the company must contain the following information:

1) the number of shares issued and their par value, distinguishing, where applicable, between the different

categories of shares created;

2) the form, either exclusively registered, registered or bearer, of the shares;

3) in the event of a restriction on the free trading or transfer of shares, the special conditions

to which the approval of assignees is subject;

4) the identity of the contributors in kind, the assessment of the contribution made by each of them and the number

shares given in consideration for the contribution;

5) the identity of the beneficiaries of special advantages and the nature of these;

6) clauses relating to the composition, operation and powers of the company’s bodies

;

7) the provisions relating to the distribution of profits, the constitution of reserves and the

distribution of the liquidation bonus.

If the articles of association do not contain all the statements required by law and regulations or if a

formality prescribed by them for the incorporation of the company has been omitted or irregularly

completed, any interested party is admissible to apply in court for an order under penalty

regularization of the constitution. The public prosecutor can act for the same ends.

The action provided for in the above paragraph is prescribed by three years from the registration of the

company in the commercial register, or the amending entry in this register and the filing, in the appendix,

acts amending the statutes.

Article 13: Advertising by means of notices or announcements is made, as the case may be, by insertions in the “

Official Bulletin “or in a newspaper of legal notices.

Article 14: Publicity by deposit of documents or documents is made at the registry of the court with which

the trade register is kept.

Any deposit of documents or documents referred to in the preceding paragraph is made in certified duplicate

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compliant by one of the founders or legal representatives of the company.

Article 15: Advertising is carried out at the diligence and under the responsibility of the representatives

legal documents of the company or by any qualified agent.

During the liquidation, the liquidator performs, under his responsibility, the publicity formalities

incumbent on legal representatives.

When a formality of publicity relating neither to the constitution of the company, nor to the modification of

its articles of association has been omitted or irregularly fulfilled and if the company has not regularized the situation in

the period of thirty days from the date of receipt of the formal notice given to him

addressed, any interested party may ask the president of the tribunal, ruling in summary proceedings, to appoint a

agent responsible for carrying out the formality.

Article 16: With regard to the operations of the company occurring before the sixteenth day of the

publication in the ” Official Bulletin” of deeds and documents subject to such publicity, these deeds and documents shall not

are not opposable to third parties who prove that they were unable to learn about it.

If in the publication of the documents and documents referred to in Article 14 above, there is a discrepancy between the text

filed in the trade register and the text published in the ” Official Bulletin”, the latter cannot be

opposed to third parties; they can however rely on it, unless the company proves that they have

had knowledge of the text filed in the commercial register.

Title II: Of The Constitution And Of The Registration

Anonymous companies

Article 17: The public limited company is constituted by the accomplishment of the four following acts:

1) the signing of the articles of association by all the shareholders; failing this, receipt by the founder (s) of the

last subscription form;

2) the release of each cash share of at least a quarter of its nominal value,

in accordance with Article 21;

3) the transfer to the company in formation of contributions in kind after their evaluation in accordance with the

articles 24 and following;

4) completion of the publicity formalities provided for in Articles 30 and 31.

Article 18: The articles of association are signed by the shareholders either in person or by proxy

justifying a special power.

Article 19: If the company makes a public call for savings, the statutes signed by the founders are

filed with the registry of the court in whose jurisdiction the head office of the company in formation is located or at

the study of a notary.

The share subscription form must expressly mention that the articles of association may be

consulted at said registry or study with the right to make a copy at the expense of the applicant.

Article 20: The first directors, the first members of the management board, the first

members of the supervisory board and the first statutory auditors are appointed either by

the statutes, either in a separate act but forming part of the statutes and signed in the same

conditions.

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Their appointment is effective from the registration of the company in the register of

trade.

The persons appointed to be directors are empowered upon their appointment to appoint the

Chairman of the Board of Directors and, where applicable, the Chief Executive Officer (s).

The persons appointed to be members of the supervisory board are empowered, upon their

appointment, to appoint the members of the management board.

Article 21: The capital must be fully subscribed. Otherwise, the company cannot be incorporated.

Shares representing contributions in cash must be paid up upon subscription to the

at least a quarter of their face value. The surplus is released once or several times on

decision of the board of directors or the management board within a period which may not exceed three years

from the registration of the company in the trade register.

Shares representing contributions in kind are fully paid up when issued.

Article 22: Funds from cash subscriptions are deposited in the name of the company

in training, in a blocked bank account, with the list of subscribers and the indication of

sums paid by each of them.

This deposit must be made within eight days of receipt of funds.

The depositary of the funds is required, until their withdrawal, to communicate the list referred to in 1 st

paragraph above to any subscriber who justifies his subscription. The applicant can take

knowledge and obtain at its own expense the issuance of a copy.

Article 23: Subscriptions and payments are recorded by a declaration from the founders

in a notarial deed or under private signature filed with the clerk of the court of the place of the registered office.

The notary or the secretary-clerk for acts other than notarial documents, on presentation of the

subscription and a certificate from the custodian bank, verifies the conformity of the declaration of

founders to the documents presented to them.

To the declaration are annexed the list of subscribers, the state of the payments made by each

from them and a copy or a copy of the statutes.

Article 24: The articles of association contain the description and the evaluation of the contributions in kind. He is there

proceeded on the basis of a report annexed to the statutes and drawn up under their responsibility by one or more

contribution auditors appointed by the founders.

If particular advantages are stipulated for the benefit of associates or not, the same

procedure is followed. For the purposes of this law, by special advantage is meant a right

preferential on profits and liquidation bonus.

These contributions in kind and special benefits may also be the subject of a separate act, but

forming part of the statutes and signed under the same conditions.

Article 25: The contribution auditor (s) are chosen from among the persons authorized to

exercise the functions of statutory auditors.

They are subject to the incompatibilities provided for in article 161 of this law. They can be done

to assist, in the accomplishment of their mission, by one or more experts of their choice. The

fees of these experts are the responsibility of the company.

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Their report describes each of the contributions, indicates which evaluation method was adopted and why it was

been retained, affirms that the value of the contributions corresponds at least to the nominal value of the shares to be

issue.

Article 26: The report of the contribution auditor (s) is filed at the registered office and at the registry

and made available to future shareholders at least five days before the signing of the bylaws by

said shareholders.

If the company makes a public call for savings, this report is filed with the articles of association in the

conditions provided for in Article 19.

Article 27: Persons who acted on behalf of a company in formation before it acquired the

legal personality are jointly and severally bound by the acts thus performed in the name of the

company, unless the first ordinary or extraordinary general meeting of the company

duly constituted and registered does not take over the commitments resulting from said acts.

These commitments are then deemed to have been entered into by the company from the outset.

Article 28: In the event that, for whatever reason, the company is not incorporated, the

founders have no recourse against the subscribers because of the commitments made or the

expenses incurred, except in the event of fraud or non-compliance with their commitments by the said

subscribers, if the company was not formed through their fault.

Article 29: The status of acts performed on behalf of the company being formed in accordance with

Article 27 above, with an indication for each of them, of the resulting commitment for the

company, is made available to shareholders under the conditions provided for in Article 26 of the

this law.

If there is no public call for savings, shareholders may, in the articles of association or by

separate act, give a mandate to one or more of them to make commitments for the

company account. Provided they are determined and their terms are specified

by the mandate, the registration of the company in the commercial register will be taken over by it from

these commitments.

If there is a public call for savings, the registration of the company in the commercial register

will take over commitments by the company if the first ordinary general meeting or

extraordinary decides so.

Whether or not there is a public call for savings, the acts performed on behalf of the company

in training which have not been brought to the attention of future shareholders in accordance with

three paragraphs above, must be taken up by decision of the ordinary general meeting of

shareholders.

Article 30: When the above formalities have been completed, a notice is inserted in a journal

legal announcements.

This notice is signed by the notary or the party who drew up the deed of the company, if applicable, or by

one of the founders, by a director or by a member of the supervisory board who has received a

special power for this purpose.

This notice contains the following information:

1) the company name followed, where applicable, by the company logo;

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2) the form of the company;

3) the corporate purpose indicated briefly;

4) the duration for which the company was incorporated;

5) the address of the registered office;

6) the amount of the share capital with an indication of the amount of cash contributions as well as the

summary description and assessment of contributions in kind;

7) the first name, last name, capacity and domicile of the directors or members of the board of

supervision and of the statutory auditor (s);

8) the statutory provisions relating to the constitution of reserves and the distribution of profits;

9) special advantages stipulated for the benefit of any person;

10) where applicable, the existence of clauses relating to the approval of transferees of shares and the

designation of the social body empowered to rule on approval requests;

11) indication of the court registry where the company will be registered in the trade register.

Article 31: Under penalty of inadmissibility of the application for registration of the company in the register of

trade, the founders and the first members of the administrative bodies, the management board and the

the supervisory board are required to file with the registry:

1) a declaration in which they record all the operations carried out in order to constitute

regularly said company and by which they certify that this constitution was carried out in

compliance with laws and regulations;

2) the original or a copy of the statutes;

3) a copy of the subscription and payment certificate indicating the subscriptions

the share capital as well as the portion of the shares paid up by each shareholder;

4) the legalized list of subscribers indicating, in addition to their first name, last name, address, nationality, position

and profession, the number of shares subscribed and the amount of payments made by each

of them ;

5) the report of the contribution auditor, if applicable;

6) a copy of the document designating the first members of the administrative bodies,

management or management and the first auditors, when said appointment

intervenes by separate act.

The declaration drawn up in application of 1 ° above is signed by its authors or by one or more

of them who have received a mandate for this purpose. In the event of modification of the statutes, said declaration is

then made by the members of the administrative bodies, the management board or the supervisory board

in function at the time of said modification.

Article 32: Public limited companies are registered in the trade register under the conditions

provided for by the legislation relating to the said register.

Article 33: After registration in the trade register, the constitution of the company is subject to

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of an advertisement in the ” Official Bulletin” and in a newspaper of legal announcements, within a period not

not exceeding thirty days. Said advertisement must indicate the registration number in the register of

trade.

Article 34: The withdrawal of funds from cash subscriptions is made by the

representative of the board of directors or of the management board against delivery of the certificate of the clerk of the

court certifying the registration of the company in the trade register.

Article 35: In the event of non-incorporation of the company within six months after the filing of

funds, the founders are required to return them to the subscribers. Any subscriber can request

that an interim order be made designating a person responsible for the return of the

funds paid in and distribute them to subscribers.

The company is deemed not to have been incorporated within the period provided for in the preceding paragraph when

all the acts provided for in Article 17 have not been performed before the expiry of the said time limit.

Article 36: In the event of transformation into a public limited company of an already existing company, one or

several transformation commissioners responsible for assessing under their responsibility the value of

elements of the assets and liabilities of the company and the special benefits are designated, unless otherwise agreed.

unanimous by the shareholders, by interim order, at the request of the corporate officers or one of

of them. The transformation auditors are also responsible for drawing up the report on

the situation of the company.

The partners decide on the evaluation of the elements and the granting of the advantages referred to in the preceding paragraph

; they can only reduce them unanimously.

The provisions of the first and second paragraphs of article 25 are applicable to the commissioners

the transformation.

The report of the transformation auditors must certify that the equity of the company

transformed is at least equal to the amount of its share capital. It is held at the registered office at

available to shareholders at least eight days before the date of the meeting called to rule on the

transformation. In the event of written consultation, the text of the report must be sent to each of the

partners and attached to the text of the proposed resolutions.

In the absence of unanimous approval of the partners, mentioned in the minutes, the transformation is

nothing.

Article 37: Are subject to the same conditions of deposit and publication:

– any act, deliberation or decision having the effect of modifying the articles of association, with the exception of

change of directors, members of the supervisory board and statutory auditors

accounts initially designated in these articles of association;

– any act, deliberation or decision noting the dissolution of the company with the indication of

first name, last name, domicile of the liquidators as well as the seat of the liquidation;

– any judicial decision pronouncing the dissolution or the nullity of the company;

– any act, deliberation or decision noting the closure of the liquidation.

The publications provided for in this article must be completed within 30 days of

from the date of the aforementioned acts, deliberations, decisions or court decisions.

Article 38: Cannot found a public limited company, persons deprived of the right to administer

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or to manage a company or to which the exercise of these functions is prohibited, as well as the persons

sentenced for less than five years for embezzlement or fraud.

Title III: Administration and Management

public limited companies

Chapter One: From the Company to the Board of Directors

Section I: Administrative and Management Bodies

Article 39: The public limited company is administered by a board of directors composed of three

members at least and twelve members at most. This last number is increased to fifteen when the

Company shares are listed on the stock exchange.

However, in the event of a merger, these numbers of twelve and fifteen may be exceeded up to

competition from the total number of directors in office for more than six months in the

merged companies, without being able to exceed twenty-four, twenty-seven in the case of a merger

a company whose shares are listed on the stock exchange and another company,

thirty in the case of a merger of two companies whose shares are listed on the stock exchange

values.

Except in the event of a new merger, no appointment of new

directors, nor to the replacement of directors who have died, dismissed or resigned as

that the number of directors has not been reduced to twelve or fifteen, when the shares of the

company are listed on the stock exchange.

In the event of the death, dismissal or resignation of the chairman of the board of directors and if the

council was unable to replace him with one of its members, he may appoint, subject to the provisions

of article 49, an additional director who will be called to the functions of chairman.

Article 40: The administrators are appointed by the ordinary general assembly.

In accordance with article 20, the first directors are appointed by the articles of association or in a

separate act forming part of the said statutes.

However, in the event of a merger or split, the appointment may be made by the general meeting.

extraordinary.

Any appointment made in violation of the foregoing provisions is void with the exception of

those which may be carried out under the conditions provided for in Article 49.

Article 41: The directors, natural or legal persons, are subject to the conditions of

capacity and incompatibility rules provided for by the laws in force and, where applicable, by the

statutes. The mandate of director is incompatible with the functions of auditor

of the company under the conditions provided for in article 161.

Article 42: Unless otherwise provided in the statutes, a legal person may be appointed

administrator. When it is appointed, it is required to appoint a permanent representative who is

subject to the same conditions and obligations and which incurs the same civil and criminal liability

that if he was a director in his own name, without prejudice to the joint and several liability of the

legal person he represents.

If the legal person revokes the mandate of its permanent representative, it is required to notify

without delay to the company, by registered letter, this revocation as well as the identity of its new

permanent representative. The same applies in the event of the latter’s death or resignation.

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Article 43: An employee of the company can only be appointed director if his employment contract

corresponds to actual employment. He does not lose the benefit of this employment contract. Any appointment

intervened in violation of the provisions of this article is void. This nullity does not entail that

deliberations in which the improperly appointed director took part.

The number of directors linked to the company by employment contracts may not exceed one third of the

members of the board of directors.

Article 44: Each director must own a number of company shares,

determined by the statutes. This number may not be less than that required by the statutes to open to

shareholders the right to attend the ordinary general meeting, if applicable.

These actions are indivisibly assigned to the guarantee of the liability that may incur the

directors collectively or individually on the occasion of the management of the company, or even

acts that would be personal to them.

Guarantee actions are necessarily registered; they are inalienable. This inalienability

is mentioned in the company’s transfer register.

Article 45: If on the day of his appointment, a director does not own the number of shares

required or if, during the term of office, he ceases to be the owner, he is deemed to have fully resigned

right if he has not rectified his situation within three months.

Article 46: The administrator who is no longer in office, or his successors in title, recover the freedom

provision of guarantee actions solely by virtue of the approval by the ordinary general meeting of the

accounts for the last financial year relating to its management.

Article 47: The statutory auditor (s), under their responsibility, ensure compliance

of the provisions of Articles 44 and 45 and denounce any violation thereof in their report to

the ordinary general meeting.

Article 48: The term of office of the directors is determined by the statutes without power

exceed 6 years in the event of appointment by general meetings, and 3 years in the event of appointment by

the statuses.

The functions of a director end at the end of the general meeting.

ordinary called to approve the accounts for the last financial year and held during the year during

from which the term of office of said director expires.

Directors are eligible for re-election unless otherwise stipulated in the articles of association. They can be revoked

at any time by the ordinary general meeting, without even this revocation being made to order

of the day.

Article 49: In the event of a vacancy by death, resignation or any other impediment of one or

several directorships without the number of directors being lower than the minimum

statutory, the board of directors may, between two general meetings, carry out

provisional appointments.

When the number of directors has fallen below the legal minimum, the directors

remaining members must convene the ordinary general meeting within a maximum period of 30 days from

counting from the day on which the vacancy occurs in order to complete the staff of the board.

When the number of directors has fallen below the statutory minimum, without however being

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below the legal minimum, the board of directors must make appointments as

provisional in order to complete its workforce within 3 months from the day on which the

holiday.

The appointments made by the Board under paragraphs 1 st and 3 above are

subject to ratification by the next ordinary general meeting. In the absence of ratification, the

deliberations taken and acts previously accomplished by the council nonetheless remain

valid.

When the board of directors fails to make the required appointments or to convene

the meeting, any interested party can ask the president of the tribunal, ruling in summary proceedings, for the appointment

a representative responsible for convening the general meeting for the purpose of making the appointments or

to ratify the appointments made in application of paragraph 3.

Article 50: The board of directors can only validly deliberate if at least half of its

members are actually present.

Unless otherwise provided in the articles of association, a director may give a mandate to another director of

represent him at a council meeting. Each administrator may not have, during a

same session, than a single proxy.

An attendance register is kept which is signed by all the directors attending the meeting.

and other persons attending, by virtue of a provision of this Act or for any

another reason.

Unless the statutes require a stronger majority, decisions are taken by a majority of

members present or represented and, unless otherwise provided for in the statutes, the president’s vote is

preponderant in the event of an equal division of votes.

Directors and all persons called to attend board meetings

administrators are bound to discretion with regard to information of a confidential nature

received during or on the occasion of meetings after having been informed by the president.

Article 51: The board of directors may constitute from within it, and with the assistance, if it considers it

necessary, from third parties, shareholders or not, technical committees responsible for studying the issues that

submits to them for opinion. Board meetings are reported on the activity of these committees and

opinions or recommendations formulated.

The Board determines the composition and powers of the committees which carry out their activities under its

responsibility.

All persons participating in the meetings of said committees are bound by the obligation of discretion.

provided for in the last paragraph of article 50.

Article 52: The deliberations of the board of directors are recorded by minutes

drawn up by the secretary of the board under the authority of the chairman and signed by the latter and by at least

an administrator. If the chairman is unable to attend, the minutes are signed by two

administrators at least.

The minutes indicate the names of the directors present, represented or absent; they do

state of the presence of any other person who also attended all or part of the meeting and

the presence or absence of persons summoned to the meeting by virtue of a provision

legal.

These minutes are communicated to the members of the Board of Directors as soon as they are

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establishment and, at the latest, when the next meeting is called. The observations

directors on the text of said minutes, or their requests for rectification are, if

they could not be taken into account earlier, recorded in the minutes of the next meeting.

Article 53: The minutes of council meetings are recorded in a special register kept

at the registered office, listed and initialed by the clerk of the court of the place of the registered office of the company.

This register may be replaced by a collection of loose-leaf pages numbered without discontinuity and

initialed under the conditions provided for in the previous paragraph. Any addition, deletion, substitution

or reversal of sheets is prohibited.

In all cases, this register or this collection is placed under the supervision of the president and the secretary.

advice. It must be communicated to the directors and to the statutory auditor (s) on

their request ; the latter must, whenever necessary, inform the members of the council

directors or the management board and the supervisory board for any irregularity in the holding of this

register or of this collection and denounce it in their general report to the ordinary general meeting.

Article 54: Copies or extracts of the minutes of the deliberations are validly certified

by the chairman of the board of directors only, or by a managing director jointly

with the secretary.

Sufficient justification is given of the number of directors in office, as well as their presence and

their representation at a council meeting by producing a copy or extract of the

minutes.

During the liquidation of the company, the copies or extracts are validly certified by a

liquidator.

Article 55: The ordinary general meeting can allocate to the board of directors, as tokens

attendance, a fixed annual sum, which it determines freely, and which the board distributes among its

limbs in the proportions he deems suitable.

The board itself can allocate to certain directors for the missions and mandates which they

are entrusted on a special and temporary basis, and to the members of the committees provided for in Article 51, a

exceptional remuneration, subject to compliance with the procedure prescribed by article 56.

It may also authorize the reimbursement of travel and travel expenses incurred on

prior decision on his part, in the interest of the company.

Remuneration and reimbursement of expenses are charged to operating expenses.

Subject to the provisions of article 43 above, the directors may not receive, in

this quality, no other remuneration of the company. Any clause to the contrary is deemed unwritten

and any deliberation contrary to these provisions is void.

Article 56: Any agreement between a public limited company and one of its directors

or managing directors must be subject to the prior authorization of the board of directors.

The same applies to agreements to which a director or managing director is

indirectly interested or in which he deals with the company through an intermediary.

Agreements are also subject to prior authorization from the board of directors.

intervening between a public limited company and a company, if one of the directors or directors

general managers of the company is the owner, partner with unlimited liability, manager, administrator or

CEO of the company or member of its management board or supervisory board.

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Article 57: The provisions of Article 56 are not applicable to agreements relating to

current operations and concluded under normal conditions.

Article 58: The director or general manager concerned is required to inform the board as soon as he has

become aware of a convention to which article 56 is applicable. He cannot take part in the vote

on the requested authorization.

The chairman of the board of directors notifies the statutory auditor (s) of all

agreements authorized under Article 56 within thirty days of the date of

their conclusion and submits them to the approval of the next ordinary general meeting.

The statutory auditor (s) present a special report on these agreements to the

the assembly which decides on this report.

The person concerned cannot take part in the vote and his actions are not taken into account in the

calculation of quorum and majority.

Article 59: When the execution of agreements concluded and authorized during financial years

has been continued during the last financial year, the statutory auditor is informed of

this situation within thirty days of the end of the financial year.

Article 60: Conventions approved by the assembly, such as those it disapproves,

produce their effects with regard to third parties, except when they are canceled in the case of fraud.

Even in the absence of fraud, the detrimental consequences for society of the agreements

disapproved may be charged to the administrator or the director general concerned and

possibly other members of the board of directors.

Article 61: Without prejudice to the responsibility of the director or director general concerned, the

agreements referred to in article 56 and concluded without prior authorization from the board of directors

can be canceled if they have had harmful consequences for society.

The nullity action is prescribed by three years from the date of the agreement. However, if the

agreement has been concealed, the starting point of the limitation period is postponed to the day on which it

been revealed.

The nullity may be covered by a vote of the general meeting acting on a special report from the or

statutory auditors setting out the circumstances due to which the procedure

authorization was not followed. The provisions of paragraph 4 of article 58 are applicable.

The decision of the ordinary general meeting does not preclude the action for damages.

tending to repair the damage suffered by society.

Article 62: On pain of nullity of the contract, directors other than individuals are prohibited

to contract, in any form whatsoever, loans from the company, to make

make an overdraft by it, in current account or otherwise, as well as to secure or

through it to endorse their commitments to third parties.

However, if the company operates a banking or financial establishment, this prohibition does not apply.

not to the current operations of this trade concluded under normal conditions.

The same prohibition applies to directors general and permanent representatives of

legal persons administrators. It also applies to spouses and relatives and allies

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up to the second degree inclusive of the persons referred to in this article as well as to any person

interposed.

Article 63: The board of directors elects from among its members, under the conditions of quorum and majority

provided for in Article 50, a chairman who is, on pain of nullity of his appointment, a person

physical.

The chairman is appointed for a term which may not exceed that of his term of office as director. He

is eligible for re-election.

The board of directors can dismiss him at any time. Any contrary provision is deemed

unwritten.

Article 64: The board of directors appoints, on the proposal of the president, a secretary of the board

responsible for the organization of meetings under the authority of the chairman, and for drafting and

recording of the minutes under the conditions prescribed in Articles 52 and 53. This secretary

can be an employee of the company or a skilled person chosen from outside the company, with the exception

auditors.

Article 65: The board fixes the amount of the remuneration of the chairman and the secretary of the board and

its method of calculation and payment.

Article 66: In the event of temporary incapacity or death of the president, the board of directors

may delegate an administrator to act as chairman.

In the event of temporary impediment, this delegation is given for a limited period; she is

renewable. In the event of death, it is valid until the election of the new president.

Article 67: On the proposal of the president, the board of directors can give mandate to one or

several natural persons to assist the president as general manager. The board

determines their remuneration.

The general managers are revocable at any time by the board of directors, on proposal

Of the president. In the event of his death, resignation or revocation, they retain, except

contrary decision of the board, their functions and powers until the appointment of the new

President.

When a managing director is a director, the duration of his functions cannot exceed that of his

mandate.

Directors who are neither chairman, chief executive officer, nor employee of the company exercising

management functions must be more numerous than the directors having one of these qualities.

Article 68: Neither the company nor the third parties can, to evade their commitments, take advantage

an irregularity in the appointment of the persons responsible for the administration or management of the company,

when this appointment has been duly published.

The company may not invoke, with regard to third parties, the appointments and terminations of

persons referred to above, as long as they have not been duly published.

Section II: Functions and powers of the organs

administration and management

Article 69: The board of directors is vested with the broadest powers to take

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all circumstances all decisions to achieve its corporate purpose in the name of the company and under

reserves the powers granted by this law to shareholders’ meetings.

In relations with third parties, the company is committed even by the acts of the board

of directors that do not come under the corporate purpose, unless it proves that the third party knew that

the aforementioned acts went beyond this object or that he could not ignore it in view of the circumstances, being

It is excluded that the mere publication of the articles of association is sufficient to constitute this proof.

The provisions of the articles of association limiting the powers of the board of directors are not enforceable against

third.

Article 70: Bonds, endorsements and guarantees given by public limited companies other than those

operator of banking or financial institutions are subject to authorization from the board

administration, under penalty of ineffectiveness against the company under the conditions set out below.

The board of directors may, within the limit of a total amount that it fixes, authorize the chairman to

give sureties, endorsements or guarantees in the name of the company. This authorization can also set,

per commitment, an amount beyond which the surety, the endorsement or the guarantee of the company cannot be

given. When a commitment exceeds one or other of the amounts thus fixed, the authorization of the

board of directors is required in each case.

The duration of the authorizations provided for in the previous paragraph may not exceed one year, regardless of

or the duration of the bonded, endorsed or guaranteed commitments.

Notwithstanding the provisions of paragraph 2 above, the president may be authorized to give, to

with regard to tax and customs administrations, deposits, endorsements or guarantees in the name of the

company, without limit of amount.

The president may delegate the power he has received in application of the preceding paragraphs.

If the deposits, endorsements or guarantees have been given for a total amount greater than the limit set

for the current period, the overrun cannot be opposed to third parties who did not have one

knowledge, unless the amount of the commitment invoked alone exceeds one of the limits

set by the board of directors in application of paragraph 2 above.

Article 71: The board of directors may decide to transfer the registered office to the same

prefecture or province. However, this decision must be ratified by the next assembly

general extraordinary.

Article 72: The board of directors convenes shareholders’ meetings, sets their order from

day, determine 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 end of each financial year, he draws up an inventory of the various elements of the assets and liabilities.

existing at that date, and draws up the annual summary statements, in accordance with the legislation in

force.

In particular, he must present a management report to the annual ordinary general meeting.

including the information provided for in article 142.

In the case of companies making public offerings, the board is also responsible for

the information intended for shareholders and the public prescribed in Articles 153 to 157.

Article 73: The board of directors is convened by the president, as often as this

the law has provided for it and that the proper functioning of social affairs requires it.

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In case of emergency, or if there is default on his part, the summons may be made by the

auditors. In addition, the board can be called by directors

representing at least a third of its workforce if it has not met for three months.

In the absence of contrary statutory provisions, the convocation can be made by any means.

In all cases, the convocation must take into account, for setting the date of the meeting, the place of

residence of all members. This invitation must be accompanied by an agenda and

the information required by the directors to enable them to prepare for the deliberations.

Article 74: The president assumes, under his responsibility, the general management of the company. He

represents the company in its relations with third parties.

Subject to the powers that the law expressly grants to shareholders’ meetings, as well as

powers that it reserves in a special way for the board of directors, and within the limits of the

social, the president is vested with the broadest powers to act in all circumstances in the name of

of the society.

In relations with third parties, the company is committed even by the acts of the president who does not

do not fall within the corporate purpose, unless it proves that the third party knew that said acts

exceeded this object or that he could not ignore it in view of the circumstances being excluded that the

only publication of the articles of association is sufficient to constitute this proof.

The provisions of the articles of association or the decisions of the board of directors limiting its powers are

unenforceable against third parties.

Article 75: With regard to the company, the general managers are vested with the powers of which the board

administration determines, on the proposal of the president, the scope and duration.

With regard to third parties, they have the same powers as the president.

Article 76: Non-executive directors are particularly responsible within the board,

control of the management and follow-up of internal and external audits. They can constitute between them a

investment committee and a salaries and remuneration committee.

Chapter II: Of the Company With Management Board And Council

Monitoring

Section I: Management and

Company Monitoring

Article 77: It may be stipulated by the statutes of any public limited company that it is governed by the

provisions of this chapter. In this case, the company remains subject to all the rules.

applicable to public limited companies, with the exception of those provided for in Articles 39 to 76.

The introduction in the statutes of this stipulation, or its suppression, can be decided during

the existence of the company.

In this case, the corporate name is preceded or followed by the words “société anonyme à directoire

and a supervisory board “, subject to the provisions of Article 4.

Article 78: The public limited company is managed by a management board composed of a fixed number of members

by the statutes, which cannot be greater than five. However, when the shares of the company are

listed on the stock exchange, the articles of association may increase this number to seven.

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In public limited companies with a capital of less than one million five hundred thousand dirhams, the

functions attributed to the management board may be exercised by a single person.

The management board exercises its functions under the control of a supervisory board.

Article 79: The members of the management board are appointed by the supervisory board which confers on one

of them the quality of president.

When only one person exercises the functions devolved to the management board, he or she takes the title of director.

general single.

Under penalty of nullity of the appointment, the members of the management board or the sole managing director are

physical persons. They can be chosen from outside the shareholders. They can be

company employees.

If the seat of a member of the management board is vacant, the supervisory board must fill it within the deadline

two months. Failing that, any interested party may ask the president of the tribunal, ruling in summary proceedings, to

make this appointment on a provisional basis. The person thus appointed may, at any time, be

replaced by the supervisory board.

Article 80: Members of the management board may be dismissed by the general meeting upon

proposal of the supervisory board. If the revocation is decided without just cause, it can give

place for damages.

The employment contract of the revoked member of the management board, who happens to be at the same time an employee of the

company, is not terminated by the mere fact of the revocation.

Article 81: The articles of association determine the duration of the mandate of the management board within limits included

between two and six years old. In the absence of statutory provisions, the term of office is four years. In

in the event of a vacancy, the replacement is appointed for the time remaining until the renewal of the

directory.

Article 82: The act of appointment fixes the amount and the method of the remuneration of each of the

members of the management board.

Article 83: The supervisory board is made up of at least three members and twelve

members at most. This last number is increased to 15 when the company’s shares are listed on

the stock exchange quotation.

However, in the event of a merger, these numbers of twelve and fifteen may be exceeded up to

competition of the total number of members of the supervisory board in office for more than six

months in each of the merged companies, without being able to exceed twenty-four, twenty-seven

in the event of a merger of a company whose shares are listed on the Bourse des

securities and another company, thirty in the case of a merger of two companies whose shares are

listed on the stock exchange.

Except in the event of a new merger, no appointment of new members can be made.

of the Supervisory Board, nor to the replacement of deceased Supervisory Board members,

dismissed or resigned, as long as the number of members of the supervisory board has not

been reduced to twelve or fifteen when the company’s shares are listed on the stock exchange

values.

Article 84: Each member of the supervisory board must own a number of shares

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of the company determined by the articles of association. This number cannot be lower than that required by the statutes.

to give shareholders the right to attend the ordinary general meeting.

If on the day of his appointment, a member of the supervisory board does not own the number

shares required, or if, during his term of office, he ceases to be the owner, he is deemed to have resigned

automatically, if he has not rectified his situation within three months.

These actions are indivisibly assigned to the guarantee of the liability that may incur the

members of the supervisory board, collectively or individually, on the occasion of the management of

society, or even acts that are personal to them.

Guarantee actions are necessarily registered; they are inalienable. This inalienability

is mentioned in the company’s transfer register.

The member of the supervisory board who is no longer in office, or his successors in title, recover the

free disposal of guarantee actions by the sole fact of approval by the general meeting

ordinary accounts for the last financial year relating to his mandate.

Article 85: The statutory auditor (s), under their responsibility, ensure compliance

of the provisions provided for in Article 84 and denounce any violation thereof in their report to the meeting

annual general.

Article 86: No member of the supervisory board can be part of the management board.

If a member of the supervisory board is appointed to the management board, his term of office on the board ends.

upon taking office.

Article 87: The members of the supervisory board are appointed by the statutes, and during the

social life, by the ordinary general meeting. The duration of their functions may not, however, exceed

six years in both cases.

In the event of a merger or split, the appointment can be made by the extraordinary general meeting.

Members of the Supervisory Board are eligible for re-election unless otherwise provided in the Articles of Association. They can

be revoked at any time by the extraordinary general meeting.

Any appointment made in violation of the foregoing provisions is void with the exception of those

which may be carried out under the conditions provided for in Article 89.

The functions of a member of the supervisory board end at the end of the meeting of

the ordinary general meeting which approved the accounts for the past financial year and which was held

in the year in which the term of office of the said member of the supervisory board expires.

Article 88: A legal person can be appointed to the supervisory board. During his

appointment, it is required to appoint a permanent representative who is subject to the same

conditions and obligations and which incurs the same civil and criminal liability as if it were

member of the board in his own name without prejudice to the joint and several liability of the person

moral he represents.

When the legal person revokes its representative, it is required to provide at the same time

its replacement. It notifies the company of its decisions without delay. It does the same in the event of

death or resignation of the permanent representative.

Article 89: In the event of a vacancy by death, resignation or any other impediment of one or

several member seats of the supervisory board, this board may, between two meetings

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general staff make provisional appointments.

When the number of members of the supervisory board has fallen below the legal minimum, the

management board must convene the ordinary general meeting within a maximum period of thirty days

from the day on which the vacancy occurs in order to complete the staff of the supervisory board.

When the number of members of the supervisory board has fallen below the minimum

statutory, without however being lower than the legal minimum, the supervisory board must proceed to

provisional appointments with a view to supplementing its workforce within the three-month period

from the day on which the vacancy occurs.

The appointments made by the supervisory board under the first and third paragraphs of the

this article are subject to ratification by the next ordinary general meeting. In the absence of

ratification, the deliberations taken and the acts performed previously by the board do not

remain no less valid.

When the board fails to make the required appointments, or if the meeting is not

summoned, any interested party can ask the president of the court ruling in summary for the appointment

a representative responsible for convening the general meeting, for the purpose of making the appointments or

to ratify the appointments made in application of the third paragraph.

Article 90: The supervisory board elects from among its members a chairman and a vice-chairman who are

responsible for convening the council and leading its debates. It determines, where appropriate, their

remuneration.

Under penalty of nullity of their appointment, the chairman and the vice-chairman of the supervisory board are

natural persons. They exercise their functions during the term of office of the Board of

surveillance.

Article 91: The supervisory board can only validly deliberate if at least half of its

members are present.

Unless the statutes provide for a stronger majority, decisions are taken by a majority of

members present or represented.

Unless otherwise stipulated in the statutes, the vote of the chairman of the meeting is decisive in the event of

sharing.

The provisions of Articles 50 to 54 apply to the functioning of the Supervisory Board.

Article 92: The general meeting may allocate to members of the supervisory board, in

remuneration for their activity, as attendance fees, a fixed annual sum that this

assembly determines without being bound by statutory provisions or previous decisions. The

the amount thereof is charged to operating expenses.

The council distributes among its members the sums thus allocated in the proportions that it considers

suitable.

Article 93: Exceptional remuneration may be allocated by the supervisory board for

the missions or mandates entrusted to members of this board; in this case these remunerations

charged to operating expenses, are subject to the provisions of Articles 95 to 99.

Article 94: The members of the supervisory board may not, in this capacity, receive

company no permanent or non-permanent remuneration, other than those provided for in Articles 92 and 93.

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

Article 95: Any agreement between a company and one of the members of the management board or

its supervisory board, is subject to the prior authorization of its supervisory board.

The same applies to agreements to which one of the persons referred to in the preceding paragraph is

indirectly interested or in which it deals with the company through an intermediary.

Agreements between a company and a company are subject to the same authorization,

if one of the persons referred to in the first paragraph is the owner, partner with unlimited liability,

manager, director, general manager or member of the management board or supervisory board of

the company.

Article 96: The provisions of Article 95 are not applicable to agreements relating to

current operations and concluded under normal conditions.

Article 97: The member of the management board or the supervisory board concerned is required to inform the

supervisory board as soon as it becomes aware of an agreement to which article 95 is applicable.

If he is a member of the supervisory board, he cannot take part in the vote on the authorization

requested.

The chairman of the supervisory board notifies the statutory auditor (s) of all

agreements authorized by virtue of article 95 above, and this within thirty days from

of the date of their conclusion and submits them to the approval of the next general meeting

ordinary.

When the performance of agreements concluded and authorized during previous years has been

continued during the last financial year, the statutory auditors are informed of this

situation within thirty days of the end of the financial year.

The statutory auditor (s) present a special report to the meeting on these agreements.

General who decides on this report.

The person concerned cannot take part in the vote and his actions are not taken into account for the

calculation of quorum and majority.

Article 98: Conventions approved by the general assembly, such as those it

disapproves, produce their effects with regard to third parties, except when they are canceled in the case of

fraud.

Even in the absence of fraud, the detrimental consequences for society of the agreements

disapproved may be charged to the member of the supervisory board or the member

of the management board concerned and, possibly, of the other members of the management board.

Article 99: Without prejudice to the responsibility of the person concerned, the agreements referred to in Article 95 and

concluded without prior authorization from the supervisory board, may be canceled if they have had

harmful consequences for society.

The nullity action is prescribed by three years from the date of the agreement. However, if the

agreement has been concealed, the starting point of the limitation period is postponed to the day on which it

been revealed.

The nullity may be covered by a vote of the general meeting acting on a special report from the or

statutory auditors setting out the circumstances due to which the procedure

authorization was not followed. The fourth paragraph of article 97 is applicable.

20

The decision of the ordinary general meeting does not preclude the action for damages.

tending to repair the damage suffered by society.

Article 100: On pain of nullity of the contract, members of the management board and members are prohibited

of the supervisory board other than legal persons, to contract, in any form

it is loans from the company, to be granted by it an overdraft in account

current or otherwise, as well as to have them guarantee or endorse their commitments to

third.

However, if the company operates a banking or financial establishment, this prohibition does not apply.

not to the current operations of this trade concluded under normal conditions.

The same prohibition applies to permanent representatives of legal persons who are members of the

Supervisory Board. It also applies to spouses and parents and allies until

second degree includes persons referred to in this article, as well as any intermediary.

Article 101: Members of the management board and of the supervisory board, as well as any person

called upon to attend the meetings of these bodies, are bound by the obligation of discretion provided for in

last paragraph of Article 50.

Section II: Functions And Powers Of Organs

Management And Supervision Of The Company

Article 102: The management board is vested with the broadest powers to act in all circumstances

on behalf of the company; he exercises them within the limits of the corporate purpose and subject to those that are

expressly attributed by law to the supervisory board and shareholders’ meetings.

In relations with third parties, the company is committed even by acts of the management board which do not

do not fall within the corporate purpose, unless it proves that the third party knew that the act goes beyond this purpose

or that he could not ignore it in view of the circumstances, it being excluded that the mere publication of

statutes suffices to constitute this proof.

The provisions of the articles of association limiting the powers of the management board are not enforceable against third parties.

The management board deliberates and takes its decisions under the conditions set by the articles of association. Except clause

contrary to the articles of association, the members of the management board may, with the authorization of the

supervision, distribute management tasks among them. However, this distribution can in no way

case, have the effect of withdrawing from the management board its character as a body providing collegial management

of the society.

Article 103: The chairman of the management board or, where applicable, the sole managing director represents the

company in its dealings with third parties. However, the statutes may empower the board to

supervision to grant the same power of representation to one or more other members of the

management board which then bear the title of managing director.

The provisions of the articles of association limiting the power of representation of the company are not enforceable against

third.

Article 104: The supervisory board exercises permanent control of the management of the company by

the executive board.

The articles of association may require the prior authorization of the supervisory board for the conclusion of

operations they list. When an operation requires the authorization of the supervisory board and

21

if the latter refuses it, the management board may submit the dispute to the general meeting for decision.

The sale of buildings by nature, the total or partial sale of shareholdings, the constitution of

sureties as well as sureties, endorsements and guarantees, except in companies operating an establishment

banking or financial, are subject to authorization from the supervisory board. This sets an amount

for each operation. However, the management board may be authorized to give, without limit of amount,

deposits, endorsements or guarantees to tax and customs administrations.

When an operation exceeds the amount thus fixed, the authorization of the supervisory board is

required in each case.

The management board may delegate the power it has received in application of the preceding paragraphs.

The absence of authorization is unenforceable against third parties, unless the company proves that they by

had known or could not ignore it.

At any time of the year, the supervisory board carries out the checks and controls it deems

timely and may have documents communicated to him that he considers useful for the accomplishment of his

mission. The members of the board can take cognizance of all information and

information relating to the life of the company.

At least once a quarter, the management board presents a report to the supervisory board.

After the end of each financial year and within three months, the management board presents to the board,

for the purposes of verification and control, the documents referred to in Article 141.

The supervisory board presents its observations to the general meeting provided for in the same article.

on the report of the management board as well as on the financial statements for the year.

Article 105: The relocation of the head office to the same prefecture or province, may be decided

by the Supervisory Board, subject to ratification of this decision by the next

extraordinary general meeting.

Chapter III: Common Provisions

Article 106: In the event of the merger of a public limited company with a board of directors and a company

anonymous with a management board and a supervisory board, the number of directors or members of the

Supervisory Board, as the case may be, may exceed the number of twelve or fifteen up to

competition for the total number of directors and members of the supervisory board

function for more than six months in the merged companies without being able to exceed the number of

twenty-four or twenty-seven. The provisions of articles 39, paragraph 3 and 83 paragraph 3 are applicable.

Title IV: Meetings of Shareholders

Article 107: Shareholders’ meetings held during the life of the company are general

or special.

Special meetings only bring together holders of the same category of shares.

Article 108: General meetings are ordinary or extraordinary. They represent

all shareholders.

Article 109: The decisions of the general assemblies are binding on all, even those absent,

incapable, opposed, or deprived of the right to vote.

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Article 110: The extraordinary general meeting alone is empowered to modify the statutes in

all their provisions; any contrary clause is deemed unwritten. She can, however, as

it is said in article 1, to increase the commitments of the shareholders, subject to the operations

resulting from a regularly carried out consolidation of shares, nor change the nationality of the company.

It can only validly deliberate if the shareholders present or represented own at least, on

first call, half, and, on second call, a quarter of the shares with the right to

vote. In the absence of this last quorum, the second meeting may be extended to a date

two months later than the one to which it was summoned.

It rules by a two-thirds majority of the votes of the shareholders present or represented.

Article 111: The ordinary general assembly takes all decisions other than those referred to in

the previous article.

It can only validly deliberate on first convocation if the shareholders present or represented

own at least a quarter of the shares with voting rights. On second call, no

quorum is not required.

It rules by a majority of the votes held by the shareholders present or represented.

Article 112: When the company, within two years of its registration in the register of

business acquires property belonging to a shareholder and whose value is at least equal to one

tenth of the share capital, an auditor, responsible for assessing, under his responsibility, the value of this

well, is appointed by order of the president of the court ruling in summary at the request of the

chairman of the board of directors or chairman of the supervisory board. This commissioner is

subject to the provisions of Article 25.

The auditor’s report is made available to shareholders. The ordinary general meeting

rule on the valuation of the property, on pain of nullity of the acquisition. The seller has no voting rights, nor

for himself, nor as an agent.

The provisions of this article are not applicable when the acquisition of the property in question is

carried out on the stock exchange in the form of listed shares, or under the supervision of a judicial authority, or in

as part of the company’s day-to-day operations concluded under normal conditions.

Article 113: The special assemblies referred to in the 2 nd paragraph of article 107 are competent to

rule on any decision concerning the category of shares held by their members in the

conditions provided for by this law.

The decision of a general meeting to modify the rights relating to a category of shares is not

final only after approval by the special meeting of shareholders of this category.

The special meetings deliberate under the conditions of quorum and majority provided for in article 111.

Article 114: The quorum and majority rules provided for in Articles 110, 111 and 113 do not establish

than a legal minimum that can be increased by the statutes.

Article 115: The ordinary general assembly meets at least once a year within six months

of the end of the financial year, subject to extension of this period only once and for the same

duration, by order of the president of the court ruling in summary proceedings, at the request of the council

directors or the supervisory board.

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After reading its report, the board of directors or the supervisory board presents to

the ordinary general assembly the annual summary statements. In addition, the statutory auditor (s)

accounts report, in their report, the accomplishment of their mission and share their

conclusions.

Article 116: The ordinary general meeting is convened by the board of directors or the

Supervisory Board ; failing this, it may also be convened by:

1) the statutory auditor (s);

2) a representative appointed by the president of the tribunal ruling in summary proceedings at the request, that is to say of any

interested in an emergency, or one or more shareholders meeting at least one tenth of the

social capital;

3) the liquidators.

The statutory auditor (s) may not convene the shareholders’ meeting until after

having unsuccessfully requested its convocation by the board of directors or the supervisory board.

If there is more than one statutory auditor, they act in agreement among themselves and set the order of

day. If they disagree on the advisability of calling the meeting, one of them can ask the

president of the tribunal, ruling in summary proceedings, the authorization to proceed to this summons, the other

statutory auditors and the chairman of the board of directors or of the supervisory board duly

called. The order of the president of the court, which fixes the agenda, is not susceptible of any way

of recourse.

The costs incurred by the meeting of the assembly are the responsibility of the company.

The above provisions are applicable to ordinary special meetings.

Article 117: The agenda of the assemblies is decided by the author of the convocation.

However, one or more shareholders representing at least five percent of the share capital have the

option to request the inclusion of one or more draft resolutions on the agenda.

When the company’s share capital is greater than five million dirhams, the amount of capital to be

represent in application of the preceding paragraph is reduced to two percent for the remainder.

Article 118: Subject to various questions which must be of only importance

minimal, the questions on the agenda are worded in such a way that their content and

scope appear clearly without reference to other documents.

The assembly cannot deliberate on a question which is not included in the agenda. Nevertheless, she

may, in all circumstances, dismiss one or more directors or members of the management board and

replace them.

The agenda of the meeting cannot be modified on second notice.

Article 119: The author of the convocation must establish and present to any assembly, a report on

the issues on the agenda and the resolutions put to a vote.

Article 120: Any shareholder of a company not making a public call for savings who wants to

using the option provided for in article 117, paragraph 2, may ask the company to notify it, by letter

recommended, of the date scheduled for the meeting of the Assemblies or of some of them, thirty

at least days before this date. The company is required to send this notice to which the agenda is attached.

24

and the draft resolutions, if the shareholder has sent him the amount of the mailing costs.

The request for the inclusion of draft resolutions on the agenda must be sent to the head office.

by registered letter with acknowledgment of receipt at least twenty days before the date of the meeting

on first convocation, the postmark being taken as proof.

Article 121: Companies making a public call for savings are required, at least thirty days

before the meeting of the shareholders’ meeting, to publish in a newspaper appearing in the fixed list

by application of article 39 of the dahir establishing law n ° 1-93-212 of 4 rabii II 1414 (September 21, 1993)

relating to the ethical advice of securities and the information required of persons

companies making public offerings and in the ” Official Bulletin”, a notice of meeting containing the

information provided for in Article 124 as well as the text of the draft resolutions that will be presented to

the assembly by the board of directors or the management board.

The request for the inclusion of draft resolutions on the agenda must be sent to the head office.

by registered letter with acknowledgment of receipt within ten days of the

publication of the notice provided for in the preceding paragraph. Mention of this deadline is given in the notice.

Article 122: Notices to meetings are made by a notice inserted in a newspaper

legal announcements and in addition, if the company makes a public call for savings, in the ” Official Bulletin”.

If all the shares of the company are registered, the notice provided for in the first paragraph may be replaced.

by a notice sent to each shareholder in the forms and conditions prescribed by the articles of association.

Article 123: The period between the date, either of the insertion or of the last of the insertions in the journal

legal announcements containing the notice of meeting, either the sending of registered letters and the

date of the meeting of the assembly is at least fifteen days on first convocation and eight

days on next convocation.

Article 124: The notice of meeting must mention the company name followed, if applicable,

its acronym, the form of the company, the amount of the share capital, the address of the registered office, the number

registration in the commercial register, the day, time and place of the meeting as well as the nature of

the ordinary, extraordinary or special assembly, its agenda and the text of the draft

resolutions. For draft resolutions from shareholders, the notice must indicate whether they

are approved or not by the board of directors or the supervisory board.

The convocation to a meeting convened on the second convocation must recall the date of

the assembly which could not validly deliberate.

Article 125: Any irregularly convened meeting may be canceled. However, the action in

nullity is not admissible when all the shareholders were present or represented.

Article 126: Unless otherwise provided in the articles of association, shareholders’ meetings are held at the head office

registered office or in any other place in the city where the registered office designated by the notice of meeting is located.

Article 127: The articles of association may require a minimum number of shares, but this cannot be

greater than ten, to obtain the right to participate in ordinary general meetings.

Shareholders who do not meet the required number can meet to meet the minimum

provided for by the statutes and be represented by one of them.

Article 128: In all meetings, the quorum is calculated on all the shares

making up the share capital or the category of shares concerned, possibly after deduction of

those which are deprived of the right to vote by virtue of legal or statutory provisions.

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Article 129: Unless otherwise provided in the articles of association, the voting right attached to the share belongs to

the usufructuary in ordinary general meetings and to the bare owner in meetings

extraordinary general.

The co-owners of undivided shares are represented at general meetings by one of them or

by a single representative. In the event of disagreement, the representative is appointed by the chairman of the

court, ruling in summary proceedings, at the request of the most diligent co-owner.

In the event of a pledge of the shares, the voting right is exercised by the owner. The creditor

pledgee is required to deposit pledged shares, if the debtor so requests and

bear the costs.

Article 130: The statutes may subordinate participation or representation to assemblies,

either the registration of the shareholder in the register of registered shares of the company, or the deposit,

at the place indicated by the convening notice, bearer shares or a certificate of deposit issued by

the depository institution for these shares.

The period during which these formalities must be completed is fixed by the articles of association. She can’t

be more than five days before the date of the meeting.

Article 131: A shareholder may be represented by another shareholder, by his or her spouse or

by an ascendant or descendant.

Any shareholder may receive powers issued by other shareholders with a view to being represented at

an assembly and this without limitation of the number of mandates nor of the votes which can have a same

person, both in his personal name and as agent, unless this number is fixed

in the statutes.

Unless otherwise provided in the articles of association, for any proxy issued by a shareholder to the company

without indication of a proxy, the chairman of the general meeting votes in favor of

the adoption of draft resolutions presented or approved by the board of directors or the board

monitoring and a vote against the adoption of all other draft resolutions. For

cast any other vote, the shareholder must choose a proxy who agrees to vote in the direction

indicated by the principal.

Clauses contrary to the provisions of the first two paragraphs are deemed unwritten.

Article 132: The power of attorney given to be represented at a meeting by a shareholder

is signed by the latter and indicates his first name, last name and address. The appointed representative does not have the right to

to substitute for another person.

The mandate is given for a single assembly. It can however be given for two assemblies,

one ordinary, the other extraordinary, held on the same day or within a period of fifteen days.

The mandate given for an assembly is valid for the successive assemblies convened with the

same agenda.

Article 133: The company cannot vote with shares acquired by it or taken as a pledge. It is not

these actions are not taken into account for the calculation of the quorum.

Article 134: At each meeting an attendance sheet is held which indicates the first name, last name and

domicile of shareholders and, where applicable, of their representatives, the number of shares and votes

they are titular.

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The attendance sheet to which are annexed the powers of representation received by the

shareholders or addressed to the company must be signed by the shareholders present and by the

representatives of the shareholders represented and certified as accurate by the office of the meeting.

The meeting committee is made up of a chairman and two tellers, assisted by a secretary.

Article 135: Shareholders’ meetings are chaired by the chairman of the board

directors or the supervisory board, or in his absence, by the person designated in the

statutes. Failing this, the assembly itself elects its chairman.

In the event of a convocation by the statutory auditor (s), by a legal representative or by

liquidators, the meeting is chaired by the person or one of those who convened it.

The two members of the meeting who decide by themselves, or

as representatives, with the greatest number of votes and accepting this function.

The office of the assembly appoints the secretary who can be the secretary of the board of directors

provided for in Article 64 or any other person chosen from outside the shareholders, except as provided

contrary to the statutes.

Article 136: The deliberations of the assemblies are recorded in a report signed by the

members of the board and established in a register or on loose sheets under the conditions provided for in

section 53.

The minutes mention the date and place of the meeting, the method of convocation, the agenda, the

composition of the board, the number of shares participating in the vote and the quorum reached, the documents and

reports submitted to the assembly, a summary of the debates, the text of the resolutions put to the vote and the

result of votes.

Article 137: When the meeting cannot validly deliberate for lack of quorum, it is established

minutes by the officers of the said assembly.

Article 138: Copies or extracts from the minutes of the meetings are validly certified,

under the conditions provided for in the first paragraph of article 54.

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

Article 139: The deliberations taken by the assemblies in violation of the provisions of the articles

110, 111, 113 (paragraph 3), 117, 118 (paragraph 2) and 134 are null.

Title V: Information for Shareholders

Chapter One: Public Limited Companies Not Doing

Public call for savings

Article 140: The author of the summons is required to send or make available to

shareholders or their agents justifying their powers, the documents listed in article

following.

Article 141: From the convocation of the annual ordinary general meeting and at least

during the fifteen days preceding the date of the meeting, any shareholder has the right to take

knowledge at the head office:

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1) the agenda of the meeting;

2) the text and the explanatory memorandum of the draft resolutions presented by the board

directors or the management board and, where applicable, by the shareholders;

3) the list of directors on the board of directors, members of the management board and the board

supervision, as well as, where applicable, information concerning the candidates for these

organs;

4) the inventory, the summary statements for the past financial year, approved by the board of directors or

the management board, as well as, where applicable, the observations of the supervisory board;

5) the management report of the board of directors or the management board submitted to the meeting, as well as,

where applicable, the observations of the supervisory board;

6) the report of the statutory auditor (s) submitted to the meeting;

7) the profit allocation project.

From the date of the convocation of all other meetings, ordinary or extraordinary, general or

special, any shareholder also has the right, at least during the period of fifteen days which precedes

the date of the meeting, to take note, at the same place, of the text of the draft resolutions, of the

report of the board of directors or the management board and, where applicable, the report of the

auditors.

If the right to participate in the assembly is subordinated by the statutes to the possession of a number

minimum number of shares, the documents and information mentioned above are sent to the

representative of the group of shareholders meeting the required conditions.

Article 142: The management report of the board of directors or the management board must contain all

useful information for shareholders to enable them to assess the company’s activity at the

during the past financial year, the operations carried out, the difficulties encountered, the results obtained,

the formation of distributable income, the proposed allocation of said income, the financial situation of

society and its future prospects.

If the company has subsidiaries or participations or if it controls other companies, the report

must contain the same information about them, with their contribution to the social result; he is there

attached a statement of these subsidiaries and shareholdings with indication of the percentages held at the end of

year as well as a statement of other securities held in the portfolio on the same date and

indication of the companies it controls.

If the company has acquired subsidiaries or participations or control of other current companies

exercise, special mention is made of it.

Article 143: Within the meaning of the preceding article, we mean by:

– subsidiary, a company in which another company, called a parent company, owns more than half of the capital;

– participation, the holding in a company by another company of a fraction of the capital included

between 10 and 50%.

Article 144: A company is considered as controlling another:

– when it directly or indirectly holds a fraction of the capital conferring on it the majority of

voting rights at general meetings of this company;

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– when it alone has the majority of the voting rights in this company by virtue of an agreement

concluded with other partners or shareholders which is not contrary to the interests of the company;

– when it determines in fact, through the voting rights at its disposal, the decisions in the

general meetings of this company.

It is presumed to exercise this control when it has, directly or indirectly, a fraction

voting rights greater than 40% and that no other partner or shareholder directly holds

or indirectly a fraction of these rights greater than 30%.

Any participation even below 10% held by a controlled company is considered as

owned indirectly by the controlling company.

Article 145: During the period of fifteen days before the meeting of any general assembly, any

shareholder has the right to obtain communication of the list of shareholders with the indication of the number

and the category of shares held by each shareholder.

Article 146: Any shareholder has the right, at any time, to obtain communication of documents

social benefits referred to in Article 141 and concerning the last three financial years as well as the minutes and

attendance sheets for general meetings held during these fiscal years.

Article 147: Except as regards the inventory, the right to take cognizance prevails that of

take a copy.

Article 148: If the company refuses all or part of the communication of documents

contrary to the provisions of articles 141, 145, 146, 147 and 150, the shareholder to whom this refusal has

been opposed may ask the president of the court, ruling in summary proceedings, to order the company, under

penalty, to communicate the documents under the conditions provided for in the said articles.

Article 149: Any shareholder exercising the right to obtain communication of documents and

information from the company, may be assisted by counsel.

Article 150: The rights recognized to the shareholder by articles 141, 145 and 146 are exercised by himself

or by its duly authorized representative at the registered office.

The right of communication of documents, provided for in the articles referred to in the preceding paragraph, belongs to

also to each of the co-owners of undivided shares, to the bare owner and to the usufructuary

shares, as well as to the owners of investment certificates and voting rights.

Article 151: The articles of association may provide that the documents referred to in articles 141, 145 and 146, to

exclusion from the inventory, are automatically sent to registered shareholders at the address indicated by

them, at the expense of the company, at the same time as the convocation;

the same applies to shareholders holding bearer shares who request them by

justifying their quality.

Article 152: In the event of violation of the provisions of this chapter, the meeting may be canceled.

Chapter II: Public Limited Companies Appealing

Public Savings

Article 153: The provisions of article 16 of the dahir relating to law n ° 1-93-212 of 4 rabii II 1414 (21

September 1993) relating to the ethics council for securities and the information required

29

legal entities making public offerings are applicable to public limited companies

making a public offering.

Article 154: Public limited companies whose shares are listed on the stock exchange

values ​​are subject to the provisions of articles 17 and 18 of the dahir on the aforementioned law n ° 1-93-212

of 4 Rabii II 1414 (September 21, 1993).

Article 155: The provisions of articles 140 to 152 of this law are applicable to companies

anonymous public offering.

Article 156: The companies referred to in the preceding article 155 must publish in a newspaper of announcements

legal and in the ” Official Bulletin”, at the same time as the notice of convocation of the general meeting

ordinary annual, the summary statements relating to the past financial year, drawn up in accordance with the

legislation in force by clearly showing whether or not these are states verified by the

auditors.

Chapter III: Common Provisions

Article 157: One or more shareholders representing at least one tenth of the share capital

may request from the president of the tribunal, ruling in summary proceedings, the designation of one or more

experts responsible for presenting a report on one or more management operations.

If the request is granted, the interim order determines the scope of the assignment and the

powers of the expert, the legal representatives of the company duly called to the hearing.

The interim order also fixes, if applicable, the fees of the expert (s) as

provisional. Fees will only be paid at the end of the assignment either by the company or by

requesting shareholders if it turns out that the request for expertise was abusive and was

made for the purpose of harming society.

This report is sent to the applicant, to the board of directors, or to the management board, and to the board of

supervision as well as to the auditors. It must be made available

shareholders with a view to the next general meeting, as an appendix to the report of the

auditors.

Article 158: A copy of the summary statements accompanied by a copy of the report of the

auditors must be filed with the court registry, within 30 days of

the date of their approval by the general meeting.

Title VI: Control of Public Limited Companies

Article 159: In each public limited company, one or more statutory auditors must be appointed

accounts responsible for controlling and monitoring the company accounts under the conditions and

for the purposes determined by this law.

However, companies making public offerings are required to designate at least two

auditors; the same is true of banking, credit and investment companies,

insurance, capitalization and savings.

Article 160: No one may exercise the functions of auditor unless he is registered with the

table of the order of chartered accountants.

Article 161: Cannot be appointed as statutory auditors:

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1) the founders, contributors in kind, beneficiaries of special advantages as well as

directors, members of the supervisory board or management board of the company or of one of

its subsidiaries;

2) spouses, relatives and allies until 2 e degree inclusive of the persons referred to in paragraph

previous;

3) those who receive persons referred to in paragraph 1 above, from the company or its

subsidiaries, any compensation for functions likely to affect their

independence ;

4) chartered accountants companies where one of the partners is in one of the situations

provided for in the preceding paragraphs.

If one of the causes of incompatibility indicated above occurs during the mandate, the person concerned must

immediately cease to exercise his functions and inform the board of directors or the board thereof

supervision, at the latest fifteen days after the occurrence of this incompatibility.

Article 162: The auditors cannot be appointed as directors,

managing directors or members of the management board of the companies they control only after a deadline

minimum of 5 years from the end of their functions. They may not, within this same period, exercise

said functions in a company holding 10% or more of the capital of the company over which they control

Accounts.

People who have been directors, general managers, members of the management board of a company

anonymous cannot be appointed as statutory auditors of this company within five

at least years after leaving office. They cannot, within this same period, be

appointed as statutory auditors in companies holding 10% or more of the capital of the

company in which they performed the said functions.

Article 163: The statutory auditor (s) are appointed for three fiscal years by

the ordinary general meeting of shareholders. In the case provided for in Article 20, the duration of their

functions cannot exceed one fiscal year.

The functions of the statutory auditors appointed by the ordinary general meeting of

shareholders expire after the meeting of the one that decides on the accounts for the third financial year.

The auditor, appointed by the assembly to replace another, does not remain in

function only for the time remaining to run from the mission of its predecessor.

When, at the end of the functions of an auditor, it is proposed to the meeting not to

not renew them, the auditor must, if he so requests, be heard by the assembly.

Article 164: One or more shareholders representing at least one tenth of the share capital

may request a challenge for just cause from the president of the court ruling in summary proceedings, of the or

auditors appointed by the general meeting and request the appointment of a

or several commissioners who will exercise their functions in their stead.

The president is seized, under penalty of inadmissibility, by reasoned request presented within the time limit

thirty days from the disputed designation.

If the request is granted, the statutory auditor (s) appointed by the chairman of the

tribunal shall remain in office until the appointment of the new commissioner (s) by

the general Assembly.

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Article 165: In the absence of the appointment of the auditors by the general meeting, it is

proceeded to their appointment by order of the president of the court, ruling in summary, at the request of

any shareholder, the directors duly called.

The mission thus conferred ends when it has been provided by the general assembly for the appointment of

auditors.

Article 166: The statutory auditor (s) have a permanent mission, to the exclusion of

any interference in the management, checking, values ​​and books, accounting documents of the

company and to verify that its accounts comply with the rules in force. They also check the

sincerity and consistency, with the summary statements, of the information given in the

management of the board of directors or the management board and in the documents sent to shareholders

on the company’s assets, its financial situation and its results.

The statutory auditor (s) ensure that equality has been respected between the shareholders.

Article 167: At any time of the year, the statutory auditor (s) operate all

verifications and any checks they deem appropriate and can be communicated on site any

the documents that they consider useful for the performance of their mission and in particular all contracts, books,

accounting documents and minute books.

For the performance of their controls, the statutory auditors may, under their

responsibility, to be assisted or represented by such experts or collaborators of their choice, whether

make known by name to society.

These have the same rights of investigation as the auditors.

The investigations provided for in this article may be made both with the company and with

parent companies or subsidiaries.

The statutory auditor (s) may also collect any information useful for

the exercise of their mission with third parties who have carried out transactions on behalf of the

society. However, this right of information cannot extend to the communication of documents, contracts and

documents held by third parties, unless authorized by the presiding judge

ruling in summary proceedings.

Article 168: Professional secrecy cannot be opposed to the auditors, except by

auxiliaries of justice.

It cannot also be opposed to the statutory auditors by third party drafters,

custodians of funds, or agents of the directors of the company, when the deeds, deposits or

the exercise of their mandate is directly related to the documents that the statutory auditor (s)

accounts have the legal mission of controlling or the investigations they are authorized to carry out in order to

accomplish their information mission.

Article 169: The statutory auditor (s) bring to the attention of the board

directors or the management board and the supervisory board, as often as necessary:

1) the checks and verifications they carried out and the various surveys they carried out

books ;

2) the items in the summary statements to which they feel they should be made,

making any useful observations on the evaluation methods used to establish the

these states;

32

3) any irregularities and inaccuracies they may have discovered;

4) the conclusions to which the above observations and corrections lead on the results

of the financial year compared to those of the previous financial year;

5) all facts appearing to them to be criminal which they became aware of in the exercise of their mission.

Article 170: The statutory auditor (s) are invited to the board meeting

administration or the management board which closes the accounts for the past financial year, as well as to all

shareholders’ meetings.

They are also convened, if necessary, to meetings of the board of directors or of the board of directors.

supervision at the same time as the directors or members of the supervisory board,

registered letter with acknowledgment of receipt.

Article 171: If several auditors are in office, they may fulfill

separately their mission, but they establish a common report.

In the event of disagreement between the statutory auditors, the report indicates the different opinions

expressed.

Article 172: The statutory auditor (s) draw up a report in which they render

account to the general assembly for the execution of the mission it has entrusted to them.

When during the financial year the company acquired a subsidiary, took control of another company or acquired

a participation in another company within the meaning of article 143, the statutory auditor (s)

mention it in their report.

Article 173: The summary statements and the management report of the board of directors or of the

management board are made available to the statutory auditor (s) for at least sixty days

before the notice of convocation of the annual general meeting.

Article 174: The statutory auditor (s) must in particular establish and file at the head office

company, at least fifteen days before the holding of the ordinary general meeting, the special report

under Articles 58 (3 e paragraph) and 97 (4 th paragraph).

Article 175: In their report to the general meeting, the statutory auditor (s):

1) or certify that the summary statements are regular and sincere and give a faithful image of the

result of the past financial year as well as the financial situation and the assets of the company at the end

of this exercise;

2) or attach reservations to the certification;

3) or refuse the certification of the accounts.

In these last two cases, they specify the reasons.

They also state in this report their observations on the sincerity and consistency with

the summary statements, the information given in the management report for the year and in the

documents addressed to shareholders on the financial situation of the company, as well as on its

heritage and its results.

Article 176: The statutory auditor (s) may always, in an emergency, convene

33

the general meeting under the conditions provided for in article 116 (paragraphs 2 and 3).

Article 177: The statutory auditors as well as their collaborators are bound to secrecy

professional for the facts, acts and information of which they may have become aware due to

their functions.

Article 178: Decisions taken in the absence of the regular designation of the statutory auditor (s)

accounts or on the report of the statutory auditor (s) appointed or still in office

contrary to the provisions of articles 160 and 161 are null.

The nullity action is terminated if these deliberations are expressly confirmed by a meeting.

general on the report of the regularly appointed statutory auditor (s).

Article 179: In the event of fault or impediment for any reason whatsoever, one or more

auditors may, at the request of the board of directors, or the board of

supervision, of one or more shareholders representing at least one tenth of the share capital or of

the general meeting, be relieved of their duties by the president of the tribunal, ruling in summary proceedings,

before their normal expiration.

When one or more statutory auditors are relieved of their duties, a

their replacement under the conditions provided for in Article 163.

Article 180: The statutory auditor (s) are responsible, both towards the company

than third parties, from the damaging consequences of faults and negligence by them committed in

the exercise of their functions.

They are not civilly liable for offenses committed by directors or

members of the management board or of the supervisory board, unless, having become aware of it during

the execution of their mission, they did not reveal them in their report to the general assembly.

Article 181: Liability actions against the auditors are prescribed by

five years from the harmful event or if it was concealed from its disclosure.

Title VII: Changes to the Share Capital

Chapter One: Capital Increase

Article 182: The share capital can be increased in one or more times, either by issue

new shares, or by increasing the par value of existing shares.

Article 183: The new shares can be paid up:

– either by contribution in cash or in kind;

– or by offsetting against liquid and payable debts on the company;

– or by incorporating reserves, profits or issue premiums into the capital;

– or by conversion of bonds.

Article 184: The capital increase by increasing the nominal value of the shares requires the

unanimous consent of the shareholders unless it is achieved by incorporation of

reserves, profits or issue premiums.

34

Article 185: New shares are issued either at their nominal value or with a premium

resignation.

Article 186: The extraordinary general assembly alone has the power to decide, on the report of the

board of directors or the management board, a capital increase.

This report indicates the reasons and terms of the proposed capital increase.

The general meeting may, however, delegate to the board of directors or the management board the

powers necessary for the purpose of carrying out the capital increase in one or more installments,

the modalities, to note the realization thereof and to proceed to the corresponding modification of the articles of association.

Article 187: The capital must be fully paid up before any issue of new shares to

release in cash, on pain of nullity of the transaction.

In addition, the capital increase by public call for savings carried out less than two years after the

incorporation of a company must be preceded by verification by the statutory auditor (s)

of the company, assets and liabilities as well as, where applicable, the specific benefits granted.

Article 188: The capital increase must be carried out, on pain of nullity, within three

years from the general meeting that decided or authorized it, except in the case of an increase

by converting bonds into shares.

The amount of the capital increase must be fully subscribed. Otherwise, the subscription is

deemed void.

Article 189: The shareholders have a preferential right to subscribe for new shares of

cash, in proportion to the number of shares they own. Any clause to the contrary is

deemed unwritten.

During the subscription period, this right is negotiable or transferable under the same conditions.

than the action itself.

The shareholders can individually waive their preferential right.

Article 190: If the general meeting expressly decides and if certain shareholders have not

subscribes for the shares to which they were entitled on an irreducible basis, the shares thus made available

are allocated to shareholders who have subscribed, on a reducible basis, a greater number of shares,

in proportion to their share in the capital and within the limit of their requests.

Article 191: If the irreducible subscriptions and, where applicable, the allocations

reducible did not absorb all of the capital increase:

1) the balance is allocated in accordance with the decisions of the general assembly;

2) the amount of the increase may be limited to the amount of subscriptions if this option has been

expressly provided for by the meeting which decided or authorized the increase.

Article 192: The meeting which decides or authorizes a capital increase may waive the right

preferential subscription for the entire capital increase or for one or more

installments of this increase. It rules, under penalty of nullity, on the report of the council

directors or the management board and that of the statutory auditor (s).

The report of the board of directors or the management board must indicate the reasons for the proposed

35

removal of said right.

Article 193: The general meeting which decides on the capital increase may, in favor of one or

several people, cancel the preferential subscription right.

The issue price or the conditions for setting this price are determined by the general meeting.

on the report of the board of directors or the management board and on the special report of the statutory auditor (s)

to accounts.

The report of the board of directors or the management board also indicates the names of the beneficiaries of the

shares and the number of shares allocated to each of them.

Any beneficiaries of the new shares may neither personally nor by proxy,

take part in the vote of the meeting, rejecting in their favor the preferential subscription right; the

quorum and the majority required for this decision are calculated on all the actions to the exclusion

those owned or represented by said beneficiaries.

Article 194: In the cases referred to in Articles 192 and 193, the statutory auditor (s) must

indicate in their report whether the calculation bases used by the board of directors or the

directory appear to them to be accurate and sincere.

Article 195: When the shares are encumbered with a usufruct, the preferential subscription right which

is attached to them belongs to the bare owner. If the latter sells the subscription rights, the sums

from the transfer or the goods acquired by him by means of these sums are subject to usufruct.

If the bare owner neglects to exercise his right, the usufructuary can replace him to subscribe to the

new shares or to sell the rights. In the latter case, the bare owner may demand the

re-use of sums resulting from the transfer; the goods thus acquired are subject to usufruct.

The bare owner is deemed to have neglected his right, with regard to the usufructuary when he has not subscribed

new shares or sold the subscription rights, eight days before the expiry of the

subscription granted to shareholders.

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

Article 196: When the company does not make a public offering, the shareholders are informed

the issue of new shares by means of a notice published at least six days before the date of

subscription in a newspaper of legal announcements.

If the company makes a public call for savings, the notice is also inserted in a notice published in the

Official Bulletin. The latest certified summary statements are attached to this notice.

When the shares are registered, the notice is replaced by a registered letter sent

at least fifteen days to shareholders before the subscription opening date.

The notice must inform the shareholders of the existence for their benefit of the preferential right and the conditions

exercise of this right, the terms, location, opening and closing dates of the subscription

as well as the issue rate of the shares and the amount by which they must be paid up.

Article 197: The period granted to former shareholders to exercise their subscription right shall not

can never be less than twenty days before the date of the opening of the subscription.

The subscription period is terminated in advance as soon as all the subscription rights under

irreducible have been exercised.

36

Article 198: The issue of new shares in return for contributions in cash or in kind is

subject to the subscription and verification formalities required for the incorporation of the company,

subject to the provisions of this chapter.

The issue of new shares by a public limited company which calls for savings is

also subject to the information requirements of legal entities making public offerings

savings provided for in Title II of the Dahir on Law No. 1-93-212 of 4 Rabii II 1414 (September 21, 1993)

above.

Article 199: If the new shares are released by compensation with the debts of the company,

these are the subject of an account statement drawn up by the board of directors or the management board and

certified correct by the statutory auditor (s).

Article 200: The issue of bonds convertible into shares is subject to prior authorization

of the extraordinary general meeting. The general assembly decides on it based on a special report

statutory auditors relating to the conversion bases proposed.

This increase is definitively achieved by the sole fact of the conversion request.

accompanied by the subscription form.

This authorization must include, for the benefit of the bondholders, the express waiver of the shareholders

their preferential subscription right to the shares that will be issued by conversion of the bonds.

Article 201: Any violation of the provisions contained in this chapter entails the nullity

of the capital increase.

Chapter II: Depreciation of Value

Nominal of Capital Shares

Article 202: The depreciation of the nominal value of the shares of the capital is carried out by virtue of

a statutory stipulation or a decision of the extraordinary general meeting and by means of

distributable profits. This amortization can only be achieved by way of equal reimbursement

on each share of the same category and does not lead to a reduction in capital.

Fully amortized shares are called dividend-right shares.

Article 203: Fully or partially amortized actions lose the right

on the first dividend and on repayment of the par value, they keep all their other

rights.

Article 204: When the capital is divided, either into capital shares and fully or

partially amortized, or in unequally amortized shares, the extraordinary general meeting of

shareholders may decide to convert fully or partially amortized shares into shares of

capital.

To this end, it provides that a compulsory deduction will be made, up to the amount amortized.

shares to be converted, on the part of the company profits of one or more financial years due to these

shares, after payment, for partially amortized shares, of the first dividend or interest

statutory to which they can give right.

Article 205: Shareholders may be authorized, under the same conditions, to pay to the

company the amortized amount of their shares, increased, where applicable, by the first dividend and

statutory interest for the period of the current financial year and, possibly, for the financial year

previous.

37

Article 206: The decisions provided for in Articles 204 and 205 are subject to the ratification of the

special meetings of each of the categories of shareholders having the same rights.

Article 207: The board of directors or the management board, as the case may be, makes the changes

necessary for the articles of association, insofar as these modifications correspond materially to the

actual results of the operations provided for in Articles 204 and 205.

Chapter III: The Reduction of Capital

Article 208: The capital reduction is effected either by lowering the nominal value of each

share, or by reducing in the same proportion for all shareholders the number of shares

existing.

If the reduction in capital is not motivated by the losses of the company, the number of shares may

be reduced by canceling shares purchased for this purpose by the company.

Article 209: The capital reduction is authorized or decided by the general meeting

extraordinary. The convocation of shareholders must indicate the purpose of the reduction and the manner in which

it will be carried out.

The extraordinary general meeting may delegate to the board of directors or the management board all

powers to achieve it.

When the board of directors or the management board carries out the transaction, on delegation from the meeting

generally, he draws up a report subject to the publicity formalities provided for in Article 37 and

proceeds with the corresponding modification of the articles of association.

Article 210: The reduction in capital must in no case have the effect of or impair

equality of shareholders or lowering the par value of shares below the legal minimum.

Article 211: The capital reduction plan is communicated to the statutory auditor (s)

accounts at least forty-five days before the meeting of the assembly.

The meeting decides on the report of the statutory auditor (s) who make known their

assessment of the causes and conditions of the reduction.

Article 212: When the meeting approves a capital reduction project not motivated by

losses, the representative of the group of bondholders and any creditor whose claim is prior to

the date of filing at the registry of the deliberations of the general assembly may form an opposition to the

reduction within thirty days from the said date before the president of the court ruling in

referred.

The order of the president of the court rejects the opposition or orders either the reimbursement of

receivables, or the constitution of guarantees if the company offers them and if they are considered sufficient.

Reduction operations cannot begin during the opposition period nor, where applicable,

before there was an interim ruling on this opposition.

If the president of the court, ruling in summary proceedings, accepts the opposition, the procedure for reducing the

capital is immediately suspended until sufficient guarantees have been established or until

repayment of debts. If he rejects it, capital reduction operations may

to start.

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Article 213: The general meeting which decided on a capital reduction not motivated by losses

may authorize the board of directors or the management board to purchase a specific number of shares for

cancel them.

The purchase offer must be made to all shareholders in proportion to the number of shares they

possess.

For this purpose, a notice of purchase is inserted in a journal of legal announcements and in addition if the company makes

public offering, in the Official Bulletin

However, if all the shares of the company are registered, the insertions provided for in paragraph

previous can be replaced by a notice sent by registered letter with acknowledgment of

receipt, at the expense of the company, to each shareholder.

Article 214: The notice provided for in the 3 rd paragraph of Article 213 indicates the name of the company and its

form, the address of the registered office, the amount of the share capital, the number of shares the purchase of which is

envisaged, the price offered per share, the method of payment, the period during which the offer will be maintained

and the place where it can be accepted. In the event that the number of shares offered for sale is greater

to the number of shares that the company offers to buy, there is a proportional reduction.

The period referred to in the previous paragraph may not be less than thirty days.

Article 215: Shares purchased by the company which issued them, with a view to reducing the capital

must be canceled thirty days after the expiry of the period referred to in Article 214.

Title VIII: Transformations And Extensions

Anonymous companies

Chapter One: Transformations

Article 216: Any public limited company may transform into a company of another form if, at the time

transformation, it has at least one year of existence and if it has established and has been approved by the

shareholders the financial statements for the year.

Article 217: The transformation of a public limited company can only be decided by deliberation

taken under the conditions required for the modification of the articles of association, subject to the provisions of

section 220.

Article 218: The formalities for the constitution of the form of company adopted as a result of

transformation must be observed.

The conversion decision is published under the conditions provided for in the event of modification of the

statutes.

Article 219: The transformation decision is taken on the report of the statutory auditor (s)

company accounts. The report attests that the net situation is at least equal to the share capital.

The conversion is subject, where applicable, to the approval of the bondholders’ meetings.

Article 220: The transformation into a general partnership requires the agreement of all

shareholders. In this case, the conditions provided for in Articles 216 and 219 (1 st paragraph) are not

required.

The transformation into a limited partnership or a limited partnership with shares is decided in

39

the conditions provided for amending the articles of association of the public limited company and with the agreement of all

shareholders who agree to be general partners in the new company.

The transformation into a limited liability company is decided under the conditions provided for

modification of the articles of association of companies in this form.

Article 221: Shareholders opposed to the transformation have the right to withdraw from the company.

In this case, they will receive a consideration equivalent to their rights in the social heritage, fixed,

in the absence of agreement, ie an expert appointed by the president of the court, ruling in summary proceedings.

The retirement declaration must be sent by registered letter with acknowledgment of receipt in

the eight days following the publication provided for in Article 218 (2 nd paragraph).

Any clause tending to exclude the right to retirement is deemed unwritten.

Chapter II: Mergers and Splits

Section I: General Provisions

Article 222: A company can be absorbed by another company, or participate in the constitution

of a new company by way of merger.

It can contribute part of its assets to new companies or to companies

existing by way of demerger.

Finally, it can contribute its assets to existing companies or participate with them in the

constitution of new companies by way of demerger and merger.

These operations are open to companies in liquidation provided that the distribution of their assets

between the partners has not been the subject of a start of execution.

Article 223: The operations referred to in Article 222 above may be carried out between

companies of the same or different form.

They are decided by each of the companies concerned, under the conditions required for the

modification of its statutes.

However, said operations may not have the effect of modifying the distribution of rights.

partners or an increase in their commitments, except for their unanimous agreement.

If the operation involves the creation of new companies, each of these is formed according to the

rules specific to the form of the company adopted.

Article 224: The merger entails the dissolution without liquidation of the company which disappears and the

universal transmission of its assets to the beneficiary company, in the state in which it is on the date

the final completion of the transaction. The split results in the universal transmission of the game

split from the social heritage, either to the new company incorporated simultaneously, or in the case of

spin-off, to the acquiring company.

The operation simultaneously entails the acquisition by the partners of the company which is disappearing or

split, from the quality of partners of the beneficiary companies, under the conditions determined by the

merger or demerger contract.

However, no shares or shares of the beneficiary company are exchanged for

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shares or shares of the disappearing or splitting company, when these shares or shares are

inmates:

1) either by the beneficiary company or by a person acting in his own name but for the

account of this company;

2) either by the company which disappears or which splits up, or by a person acting in his own name,

but on behalf of this company.

Article 225: The merger or the split takes effect:

1) in the event of the creation of one or more new companies, on the date of registration in the register of

trade of the new company or the last of them;

2) in all other cases, on the date of the last general meeting that approved the transaction

unless the contract provides for the transaction to take effect on another date, which must not be

after the closing date of the current financial year of the beneficiary company (ies) or earlier

on the closing date of the last closed financial year of the company or companies transmitting their assets.

Article 226: All companies participating in one of the operations mentioned in article 222

establish a proposed merger or demerger.

This project is filed with the clerk of the court of the place of the headquarters of the said companies and is the subject of a notice.

inserted in a journal of legal announcements, by each of the companies participating in the operation; in case

where at least one of these companies makes a public offering, a notice must also be inserted

in the Official Bulletin.

Article 227: The proposed merger or demerger is approved by the board of directors or the

management board, the manager (s) of each of the companies participating in the proposed transaction.

It must contain the following information:

1) the form, name or company name and registered office of all participating companies;

2) the reasons, aims and conditions of the merger or demerger;

3) the designation and valuation of assets and liabilities, the transmission of which to absorbing companies or

news is expected;

4) the terms of delivery of units or shares and the date from which these units or shares

give entitlement to benefits, as well as any specific modalities relating to this right, and the date from

from which the operations of the absorbed or split company will be, from an accounting point of view,

considered to have been accomplished by the company or companies benefiting from the contributions;

5) the dates on which the accounts of the companies concerned used to establish the

conditions of the operation;

6) the social rights exchange ratio and, where applicable, the amount of the cash payment;

7) the planned amount of the merger or demerger premium;

8) the rights granted to partners having special rights and to holders of securities other than

actions as well as, where applicable, any special benefits.

Article 228: The notice provided for in Article 226 (2 nd paragraph) contains the information listed in Article 227

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previous.

Article 229: The filing at the registry and the publicity provided for in article 226 must take place at least thirty

days before the date of the first general meeting called to rule on the transaction.

Section II: Provisions Specific to Public Limited Companies

Article 230: Transactions referred to in article 222 and carried out only between companies

anonymous are subject to the provisions of this section.

Article 231: The merger is decided by the extraordinary general meeting of each of the companies

who participate in the operation.

The merger is subject, where applicable, in each of the companies participating in the operation, to the

ratification of special shareholders’ meetings.

Article 232: The board of directors or the management board of each company draws up a report

writing that is made available to shareholders.

This report explains and justifies the project in detail from a legal and economic point of view,

in particular with regard to the share exchange ratio and valuation methods

used, which must be consistent for the companies concerned as well as, where applicable, the

particular difficulties of evaluation.

In the event of a split, for companies benefiting from the transfer of assets, it also mentions

the preparation of the report of the statutory auditor (s) relating to the valuation of the contributions in

nature and special advantages and indicates that it will be filed with the clerk of the court of the place of the seat

of these companies.

Article 233: The board of directors or the management board of each of the companies participating in

the merger transaction communicates the draft to the statutory auditor (s) for at least 45 days

before the date of the general meeting called to vote on the said project.

The statutory auditor (s) may obtain from each company communication of

all relevant documents and carry out all necessary checks.

They verify that the relative value attributed to the shares of the companies participating in the transaction is

relevant and that the exchange ratio is fair.

The report of the statutory auditor (s) indicates the method (s) followed for the

determination of the proposed exchange ratio, if they are adequate in the case, and the difficulties

specific to the evaluation, if any.

In particular, they check whether the amount of net assets contributed by the companies absorbed is at least

equal to the amount of the capital increase of the acquiring company or the amount of the capital of the

new company resulting from the merger. The same check is made with regard to the capital of

companies benefiting from the split.

Article 234: Any public limited company participating in a merger or demerger must

available to shareholders at the registered office, at least thirty days before the date of the meeting

general committee called upon to comment on the project, the following documents:

1) the proposed merger or demerger;

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2) the reports mentioned in Articles 232 and 233;

3) the approved summary statements as well as the management reports for the last three financial years of

companies participating in the operation;

4) an accounting statement, established using the same methods and the same presentation as the last balance sheet

annual, closed on a date which, if the latest financial statements relate to a financial year whose end

is more than six months before the date of the proposed merger or demerger, must be before

less than three months from the date of this project.

Any shareholder can obtain, on request and free of charge, a full or partial copy of the

above-mentioned documents.

Article 235: The extraordinary general meeting of the acquiring company decides on the approval

contributions in kind.

Article 236: The merger project is submitted to the bondholders’ meetings of the absorbed companies, at

unless the redemption of securities on simple request from them is offered to bondholders.

The reimbursement offer is published in the Official Bulletin and twice, in two newspapers

legal announcements. The time between the two insertions is at least ten days.

Holders of registered bonds are also informed of the offer by registered letter. Yes

all bonds are nominative, the advertising provided for above is optional.

When reimbursement is required on simple request, the acquiring company becomes debtor of the

bonds of the absorbed company.

Any bondholder who has not requested reimbursement within the period of 3 months from the date of

last formality advertising or sending the letter under 3 th paragraph of this

article, retains its capacity in the acquiring company under the conditions set by the merger contract.

Article 237: The proposed split is submitted to the bondholders’ meetings of the split company, at

unless the reimbursement of the securities on simple request from them is offered to said

bond. In this case, the provisions of article 236, 1 st and 2 nd paragraphs are applicable.

When reimbursement is required on simple request, the companies benefiting from the contributions

resulting from the split are jointly and severally liable for the bondholders requesting repayment.

Article 238: The proposed merger or the proposed split is not submitted to the assemblies

bondholders respectively of the acquiring company and of the companies to which the assets are

transmitted.

However, the ordinary general meeting of bondholders may mandate the representatives of

the mass to form opposition to the merger or the split, under the conditions and under the effects

provided for in Article 239 (2 nd paragraph and following).

Article 239: The acquiring company is debtor of the non-bonded creditors of the company

absorbed instead of the latter, without this substitution leading to novation with regard to them.

Any non-bond creditor of one of the companies participating in the merger operation may, if its

claim is prior to the publicity given to the merger project, file opposition within the

thirty days from the last insertion provided for in article 226 (2 nd paragraph).

The opposition is brought before the court of the seat of the debtor company. She does not suspend the

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continuation of merger operations.

When it considers the opposition to be well founded, the court orders either the reimbursement of the debt or the

constitution of guarantees for the benefit of the creditor by the acquiring company if it offers any and if they are

deemed sufficient.

In the absence of reimbursement or constitution of ordered guarantees, the merger is unenforceable against the

opposing creditor.

The provisions of this article do not preclude the application of conventions which authorize

the creditor to demand the immediate repayment of his debt in the event of a merger of the company

debtor with another company.

Article 240: The companies benefiting from the contributions resulting from the scission are jointly and severally liable

bondholders and non-bond creditors of the split company, instead of the latter,

without this substitution leading to novation with regard to them.

However, and by way of derogation from the previous paragraph, it may be stipulated that the companies benefiting from the

demerger will only be liable for the part of the liabilities of the split company charged to the respective charge

and without solidarity between them.

In the latter case, the non-bond creditors of the participating companies can form

opposition to the split under the conditions and under the effects provided for in Article 239, 2 nd paragraph and

following.

Article 241: If the meeting of bondholders of the absorbed or split company has not approved the

proposed merger or demerger, as the case may be, or could not validly deliberate for lack of the required quorum,

the board of directors or the executive board can override.

The decision is published in the legal notices journal in which the notice of

convocation of the meeting and if the company makes a public call for savings, in the Official Bulletin.

The bondholders then retain their status in the acquiring company or in the companies

beneficiaries of the contributions resulting from the demerger, as the case may be.

However, the bondholders’ meeting may mandate the representatives of the mass to form

opposition to the transaction under the conditions and under the effects provided for in Article 239, 2 nd paragraph and

following.

Article 242: The provisions of articles 231, 232, 233 and 235 are applicable to the split.

Title IX: Transferable Securities Issued By

Public limited companies

Article 243: The transferable securities issued by public limited companies are the shares forming the

share capital, investment certificates and bonds.

Allocation or subscription rights detached from securities are assimilated to transferable securities.

movable property listed above.

Debt securities are not subject to the provisions of this law.

negotiable governed by the law n ° 35-94 promulgated by the dahir n ° 1-95-3 of 24 chaabane 1415 (26

January 1995).

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Article 244: The issue of founders’ shares or beneficiary shares is prohibited from the date of entry

in force of this law.

Article 245: Shares and bonds are in registered or bearer form.

Registered securities are not materialized. The holder’s right results from the sole

entry in the transfer register referred to in the last paragraph of this article.

Any security which is not materially created is deemed to be registered.

Any holder of a transferable security may choose between the registered form and the bearer form, except

contrary provision of law.

The bearer title is transmitted by simple tradition.

The registered title is transferred to third parties by a transfer to the register intended for this purpose.

Any public limited company must keep at its head office a so-called transfer register on which the

in chronological order the subscriptions and transfers of each category of securities

nominative securities. This register is listed and initialed by the president of the tribunal. Any holder of a

nominal value issued by the company is entitled to obtain a certified copy thereof by the

chairman of the board of directors or the executive board. In the event of loss of the register, the copies are authentic.

Chapter One: Actions

Article 246: Cash shares are those the amount of which is paid up in cash or by

compensation with liquid and payable claims on the company and those issued as a result

an incorporation into the capital of reserves, profits or issue premiums.

All other actions are contribution actions.

The nominal amount of the share cannot be less than 100 DH. (1)

___________

(1) By way of derogation from the provisions of this article, the nominal amount of the share may be less than

100 DH in the case of the sale of shares of public companies by stock exchange (Cf law n ° 31-04

promulgated by the dahir n ° 1-04-220 of November 4, 2004 – 21 Ramadan 1425; BO n ° 526 6 of 18

November 2004).

Article 247: The shares are only negotiable after the registration of the company in the register of

trade or carrying out the capital increase.

Article 248: The contribution share must remain registered for the following two years

the registration of the company in the trade register or the completion of the capital increase.

Article 249: Are immediately negotiable:

1) shares delivered by a company whose shares are listed on the stock exchange, in remuneration of a

contribution of securities themselves listed on the stock exchange;

2) shares remitted to the State or to a public establishment which contributes property to a company

part of its heritage.

Article 250: The shares remain negotiable after the dissolution of the company and until the

45

closing of the liquidation.

Article 251: The cancellation of the company or of an issue of shares does not entail the nullity of the

negotiations that took place prior to the cancellation decision, if the securities are regular in the

shape; however, the purchaser may exercise a warranty claim against his vendor.

Article 252: The shares are indivisible with regard to the company, subject to the provisions of

Articles 129 and 150 (2 th paragraph).

If several people are co-owners of a share, they must agree to appoint a

common representative for the exercise of shareholder rights.

In the absence of designation of a common representative, the communications and declarations made by the

company to one of the co-owners have effect with regard to all.

The co-owners of the share are jointly responsible for the obligations attached to the quality

shareholder.

Article 253: Except in the event of inheritance or assignment either to a spouse or to a parent or ally

until 2 th degree included the sale of shares to a third party for any purpose whatsoever may be subject to

the approval of the company by a clause of the articles of association.

Such a clause can only be stipulated if the shares are exclusively in registered form.

under the law or the statutes.

Article 254: When the transfer is subject to the approval of the company, the request for approval

must be notified to the company by registered letter with acknowledgment of receipt.

This request indicates the first name, last name and address of the transferee, the number of shares whose

assignment is considered and the price offered.

The approval results either from a favorable response from the company notified to the transferor, or from failure to

response within three months of the request.

If the company does not approve the proposed transferee, the board of directors or the management board is required,

within three months, from the notification of the refusal, to buy the shares either by

a shareholder or a third party, or, with the consent of the transferor, by the company with a view to reducing

of capital.

If, at the end of this period, the purchase is not made, the approval is considered given.

However, this period can be extended only once and for the same period at the request of the company.

by order of the president of the court, ruling in summary proceedings.

The price of the shares is, in the absence of agreement, determined by an expert appointed by the parties or failing that

by agreement between them, by the president of the court ruling in summary proceedings.

Article 255: In the event of stock exchange trading of listed shares, and by derogation from

Article 254, the company must exercise its right of authorization within the period provided for by the articles of association, which cannot

exceed thirty trading days.

If the company does not approve the purchaser, the board of directors or the management board is required, within the

of thirty trading days from the notification of the refusal, to have the shares acquired either by a

shareholder or by a third party, or by the company with a view to reducing the capital.

The price retained is that of the initial negotiation; however, the amount paid to the unauthorized purchaser

46

may not be lower than that resulting from the stock market price on the day of the refusal of approval or, failing that

of listing today, on the day of the last listing preceding said refusal.

If at the end of the period provided for in paragraph 2 above, the purchase is not made, the approval is considered

as given.

Article 256: The pledge of registered shares may be subject to the approval of the company

under the conditions provided for in Articles 253 and 254.

The consent to the pledge project will entail the assignee’s approval in the event of

forced realization of the pledged shares unless the company prefers, after the sale, to repurchase

actions without delay, with a view to reducing its capital.

Article 257: Agreements between shareholders or between shareholders and third parties may relate to

the conditions for the transfer of social rights and stipulate in particular that this transfer may not have

take place only after a certain period of time or that it will, where appropriate, be carried out ex officio, on a preferential basis,

for the benefit of shareholders or not, beneficiaries of a pre-emptive right, at the price that would be

offered by a third party in good faith or which would be fixed under the conditions provided for in the articles of association.

Voting rights double that conferred on other shares, having regard to the amount of share capital

that they represent, can be attributed by the articles of association or by an extraordinary general meeting

subsequent, to all fully paid-up shares for which registration will be justified

registered, for at least two years in the name of the same shareholder.

In addition, in the event of a capital increase by incorporation of reserves, profits or premiums

issue, the double voting right may be conferred upon their issue on registered shares

allotted free of charge to a shareholder in proportion to the old shares for which he

benefits from this right.

Article 258: Any share benefiting from double voting rights in accordance with the provisions of

article 257 above, loses this right in the event of transfer of property to third parties or in the event of conversion

in bearer share.

However, the transfer of ownership of shares by way of succession does not deprive them of the right to

double vote and does not suspend the time limit provided for in article 257.

In the event of a merger or demerger, these shares retain their double voting rights which can be exercised.

within the framework of the company benefiting from the merger or the demerger, provided that its articles of association

allow.

Article 259: Subject to the provisions of Articles 257, 260 and 261, the right to vote attached to

capital shares or profit shares as defined in article 202 is proportional to the

quality of capital that they represent and each share gives the right to at least one vote. Any

contrary clause is deemed unwritten.

The issue of plural voting shares is prohibited except in the case provided for in article 257 above.

Article 260: The articles of association may limit the number of votes that each shareholder has in

meetings, on condition that this limitation is imposed on all shares, without

distinction of category, other than shares with priority dividends without voting rights.

Article 261: Subject to the provisions of articles 316 to 319 and 322, the statutes may provide

the creation of priority dividend shares without voting rights; they are governed by articles 263 to

271.

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The creation of shares with priority dividends without voting rights is only allowed to companies which have

realized during the last two years of distributable profits.

Article 262: When the company is incorporated or during its existence, it may be created

priority shares enjoying advantages over all other shares, subject to the

provisions of Articles 259 and 260.

Priority dividend shares without voting rights may also be created under the conditions

provided for in Articles 263 to 271, subject to the provisions of Articles 257 (2 nd paragraph) and 259 to 261.

Article 263: Priority dividend shares without voting rights may be created by

capital increase or by conversion of ordinary shares already issued. They can be

converted into ordinary shares.

Priority dividend shares without voting rights may not represent more than a quarter of the amount

of social capital. Their par value is equal to that of ordinary shares or, where applicable, of

ordinary shares of one of the categories previously issued by the company.

Holders of priority dividend shares without voting rights benefit from the rights recognized in

other shareholders, with the exception of the right to participate and vote, in respect of these shares, in

general meetings of the company’s shareholders.

In the event of the creation of priority dividend shares without voting rights by conversion of shares

ordinary shares already issued or in the event of conversion of shares with priority dividends without voting rights into

ordinary shares, the extraordinary general meeting determines the maximum amount of shares to be

agree and set the conversion conditions based on the auditor’s special report. Her

decision is only final after approval by the special meeting of holders of shares to

priority dividend without voting rights and by the extraordinary general meeting of holders

bonds convertible into shares.

The conversion offer is made at the same time and in proportion to their share in the share capital to all

the shareholders, with the exception of the persons mentioned in article 268. The general meeting

extraordinary sets the period during which shareholders can accept the conversion offer.

Article 264: Priority dividend shares without voting rights give right to a dividend

priority deducted from the distributable profit for the year before any other allocation. If it appears

that the priority dividend cannot be paid in full due to insufficient profit

distributable, it must be distributed accordingly among the holders of dividend shares.

priority without voting rights. The right to payment of the priority dividend that has not been

paid in full due to insufficient distributable profit is carried forward to the financial year

following year and, if applicable, over the two subsequent financial years or, if the articles of association so provide, over the

subsequent exercises. This right is exercised in priority over the payment of the priority dividend.

due for the year.

The priority dividend may not be due less than the first dividend calculated in accordance with

articles of association, nor to an amount equal to 7.5% of the paid-up amount of the capital represented by the shares to be

priority dividend without voting rights. These shares cannot give right to the first dividend.

After deduction of the priority dividend as well as the first dividend, if the articles of association so provide,

or a 5% dividend in favor of all ordinary shares calculated under the conditions provided for

by the articles of association, shares with priority dividends without voting rights have, in proportion to their

nominal amount, the same rights as ordinary shares.

In the event that ordinary shares are divided into categories giving unequal rights to the

48

first dividend, the amount of the first dividend provided for in the second paragraph of this article

means the highest first dividend.

Article 265: When the priority dividends due for three financial years have not been

fully paid, the holders of the corresponding shares acquire, in proportion to the

portion of the capital represented by these shares, a voting right equal to that of the other shareholders.

The voting rights provided for in the preceding paragraph remain until the expiry of the financial year during which the

priority dividend will have been paid in full, including the dividend due for the financial years

earlier.

Article 266: The holders of priority dividend shares without voting rights are united in

special assembly.

Any shareholder who owns shares with priority dividends without voting rights can participate in

the special assembly. Any contrary clause is deemed unwritten.

The special meeting of shareholders with priority dividends without voting rights may issue an opinion

before any decision of the general assembly. It then decides by a majority of the votes cast by

the shareholders present or represented. In the event that a vote is taken, it is not required

count blank ballots. The notice is sent to the company. It is brought to the attention of

the general meeting and recorded in its minutes.

The special meeting may appoint one or, if the statutes so provide, several representatives responsible for

to represent priority dividend shareholders without voting rights at the general meeting of

shareholders and, where applicable, to set out their opinion before any vote by the latter. This notice is

recorded in the minutes of the general meeting.

Subject to Article 267, any decision modifying the rights of holders of dividend shares

priority without voting rights is final only after approval by the special meeting referred to in

first paragraph of this article, acting in accordance with the quorum and majority conditions provided for in

article 113 (last paragraph) of this law.

Article 267: In the event of a capital increase by contributions in cash, the holders of shares to

priority dividend without voting rights benefit, under the same conditions as the shareholders

ordinary, preferential subscription rights However, the extraordinary general meeting may

decide, after notice of the special meeting provided for in article 266, that they will have a preferential right to

subscribe, under the same conditions, for new shares with priority dividends without voting rights

which will be issued in the same proportion.

The free allocation of new shares, following a capital increase through the incorporation of

reserves, profits or issue premiums, applies to holders of priority dividend shares

without voting rights. However, the extraordinary general meeting may decide, after notice of

the special meeting provided for in article 266, that the holders of priority dividend shares without the right

votes will receive, instead of ordinary shares, priority dividend shares without right

of votes that will be issued in the same proportion.

Any increase in the nominal amount of existing shares following a capital increase

by incorporation of reserves, profits or issue premiums, applies to dividend shares

priority without voting rights. The priority dividend provided for in article 264 is then calculated, from

the completion of the capital increase, on the new nominal amount increased, if applicable, by

the issue premium paid when subscribing to old shares.

Article 268: Members of the board of directors, the management board or the supervisory board,

the managing directors of a public limited company and their spouses, as well as their minor children who are not

49

emancipated cannot hold, in any form whatsoever, priority dividend shares

without voting rights issued by this company.

Article 269: A company which has issued priority dividend shares without the right to

vote to amortize the par value of the shares of its capital.

In the event of a reduction in capital not motivated by losses, priority dividend shares without

voting rights are, before ordinary shares, purchased under the conditions provided for in the two

last paragraphs of article 270 and canceled.

Priority dividend shares without voting rights have, in proportion to their nominal amount,

the same rights as the other shares on the reserves distributed during the financial year.

Article 270: The articles of association may give the company the option of requiring the repurchase of all of the

its own shares with priority dividends without voting rights, or of certain categories of them,

each category being determined by the date of its issue. The repurchase of a class of shares

priority dividend without voting rights must relate to all the shares of this category. The

redemption is decided by the general meeting ruling under the conditions set out in article 209.

provisions of article 212 are applicable. The repurchased shares are canceled and the capital reduced

as of right.

The repurchase of shares with priority dividends without voting rights can only be required by the company if

a specific stipulation was inserted to this effect in the articles of association before the issuance of these shares.

The value of priority dividend shares without voting rights is determined on the day of redemption of a

by mutual agreement between the company and a special meeting of the selling shareholders, ruling according to

the quorum and majority conditions provided for in Article 113, last paragraph. In case of disagreement, he

is made under Article 254 (6 th paragraph).

The repurchase of shares with priority dividends without voting rights can only take place if the dividend

priority due for previous years and the current year has been paid in full.

Article 271: Priority dividend shares without voting rights are not taken into account for the

determination of the percentage of the capital of a company held by another company.

Article 272: It is prohibited, from the entry into force of this law, to amortize the shares

by lottery.

Article 273: The cash share is registered until it is fully paid up.

Article 274: The shares to be subscribed in cash must be compulsorily paid up by one quarter

at least of their nominal value, upon subscription.

The release of the surplus must take place on one or more occasions, by decision of the board

directors or the management board under the conditions provided for in Article 21 (2 nd paragraph).

In the absence of payment by the shareholder of the sums remaining to be paid out of the amount of the shares by him

subscribed and called at the times determined by the board, the company sends it a

remains by registered letter with acknowledgment of receipt.

At least thirty days after this formal notice remained ineffective, the company may, without any

court authorization, continue the sale of unpaid shares.

Shares not listed on the stock exchange are sold at public auction by

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the ministry of a notary or by a brokerage firm. For this purpose, at least thirty days after setting

in default provided for in the preceding paragraph, the company publishes a legal notice in a newspaper

notice of sale mentioning the numbers of the shares to be sold.

The company informs the debtor, and where applicable its co-debtors, by registered letter with

acknowledgment of receipt of this sale and indicates the date and number of the newspaper in which

the notice has been published.

The shares cannot be put up for sale less than twenty days after the letter is sent.

recommended.

The shares listed on the stock exchange are sold on the stock exchange under the conditions

provided for in paragraphs 3, 4 and 7 of this article.

Article 275: The net proceeds of the sale are, in due amount, allocated to the company. It is deducted from this

which is due in principal and interest by the defaulting shareholder and then on the reimbursement of costs

exhibited by the company to achieve the sale.

The defaulting shareholder remains debtor or benefits from the difference.

The acquirer is entered in the transfer register.

Article 276: If the sale cannot take place for lack of buyers, the board of directors or the

the management board may pronounce the forfeiture of shareholder rights attached to the shares concerned and

retains the sums that have been paid, without prejudice to damages.

If the shares cannot be subsequently sold during the financial year in which the

pronounced the forfeiture of the rights of the defaulting shareholder, they must be canceled with

corresponding reduction in capital.

Article 277: The defaulting shareholder, successive assignees and subscribers are required

jointly and severally with the unpaid amount of the share. The company can take action against them either before or after the

sale, or at the same time to obtain the amount due and the reimbursement of costs incurred.

Whoever has disinterested the company has a recourse for the whole against the successive holders of

the action ; the final debt burden falls on the last of them.

Two years after the date of sending the transfer requisition, any subscriber or shareholder who has

ceded its title ceases to be held of the installments not yet called.

Article 278: Thirty days after the formal notice provided for in Article 274 (paragraph 3), actions on

the amount for which the payments due have not been made, cease to give entitlement to

admission and votes in general meetings of shareholders and are deducted for the calculation

of the quorum.

The right to dividends and the preferential subscription right to capital increases attached to

these actions are suspended at the expiration of the said thirty-day period.

Article 279: The company cannot own, directly or through a person

acting in its own name, but on behalf of the company, more than 10% of the total of its own

shares, nor more than 10% of a specific category. These actions should be put in the form

registered and fully paid up upon acquisition, failing which, the members of the board

directors or the management board are required, under the conditions provided for in Article 352, to release the

actions.

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The acquisition of shares in the company cannot have the effect of reducing the equity to an amount

lower than that of capital plus non-distributable reserves.

The company must have reserves, other than the legal reserve, in an amount at least equal to the

value of all the shares it owns.

The shares owned by the company do not give right to dividends.

In the event of a capital increase by subscription of shares in cash, the company cannot exercise

by itself the preferential subscription right The general meeting may decide not to hold

account of these shares to determine the preferential subscription rights attached to the

other actions; failing this, the rights attached to the shares owned by the company must be, before

the end of the subscription period, either sold on the stock market or distributed among the shareholders at the

pro rata of the rights of each.

Article 280: The following are prohibited:

1) The subscription and purchase by the company of its own shares, either directly or by a

person acting in his own name, but on behalf of the company, unless the acquisition of these

shares seeks their cancellation in order to reduce the capital in accordance with the provisions of the 2 nd paragraph

of article 208.

The founders, or, in the case of a capital increase, the members of the board

directors, the management board or the supervisory board are required to pay up the shares

subscribed or acquired by the company in violation of the provisions of the previous paragraph.

When the shares have been subscribed for or acquired by a person acting in his own name

but on behalf of the company, this person will be required to release the shares jointly with

the founders or, as the case may be, the members of the board of directors, of the executive board or of the board

monitoring ; this person is also deemed to have subscribed for these shares for his own

account.

Shares owned in violation of the provisions of Article 279 and of this paragraph must

be sold within one year of their subscription or acquisition; at expiration

of this period, they must be canceled.

2) The pledge by the company of its own shares, directly or through an intermediary

person acting in his own name, but on behalf of the company.

The shares pledged by the company must be returned to their owners within the time limit.

one year ; restitution can take place within two years if the transfer of the pledge to the company

results from a transfer of assets on a universal basis or from a court decision; failing that, the

pledge contract is automatically void.

The prohibition provided for in this paragraph does not apply to the current operations of

Credit institutions.

3) The advance of funds, the granting of loans, or the constitution of a security by the company with a view to

subscription or purchase of its own shares by a third party.

The provisions of this paragraph do not apply to the day-to-day operations of

Credit institutions.

Article 281: Notwithstanding the provisions of paragraph 1) of Article 280, companies whose

securities are listed on the stock exchange can buy their own shares on the stock exchange,

52

in order to regularize the market.

To this end, the ordinary general meeting must have expressly authorized the company to operate in

stock exchange on its own shares It sets the terms of the operation and in particular the maximum prices

purchase and minimum sale, the maximum number of shares to be acquired and the period within which

acquisition must be completed. This authorization cannot be given for a period exceeding

eighteen months.

The forms and conditions under which these redemptions can be carried out are set by

administration after advice from the securities ethics board.

Chapter II: Investment Certificates

Article 282: The extraordinary general meeting of a public limited company may decide, on the

report of the board of directors or the management board and on that of the auditors, the

creation, in a proportion which may not be greater than a quarter of the share capital, of certificates

investment representative of pecuniary rights and certificates of representative voting rights

other rights attached to shares issued on the occasion of a capital increase or a

splitting of existing shares.

Article 283: In the event of a capital increase, the holders of shares and, if any, the holders

of investment certificates, benefit from a preferential subscription right to the certificates

investment issued and the procedure followed is that of capital increases. Bearers of

investment certificates waive the preferential right at a special meeting called and

acting in accordance with the rules of the extraordinary general meeting of shareholders. Certificates of

voting rights are distributed between the holders of shares and the holders of voting rights certificates,

if there are any, in proportion to their rights.

Article 284: In the event of a split, the offer to create investment certificates is made in

at the same time and in a proportion equal to their share of the capital to all holders of shares. At the end

of a deadline set by the extraordinary general meeting, the balance of the possibilities of creation not

allocated is distributed among the holders of shares who have requested to benefit from this allocation

additional in a proportion equal to their share of the capital and, in any case, in the

limit their requests. After this distribution, the possible balance is distributed by the council

directors or the management board.

Article 285: The voting right certificate must be in registered form. The certificate

investment is negotiable; its par value is equal to that of the shares. When the actions

are divided, so are investment certificates.

Article 286: The voting right certificate can only be transferred accompanied by a certificate

investment. However, it can also be transferred to the bearer of the investment certificate. The

transfer automatically entails reconstitution of the action in both cases. The action is also

automatically reconstituted in the hands of the bearer of an investment certificate and a certificate

of voting rights. The latter declares it by registered letter to the company within fifteen

days. In the absence of this declaration, the share is deprived of the right to vote until regularization and for

a period of thirty days following it.

No certificate representing less than one voting right may be awarded. The general assembly fixes

the methods of awarding certificates for fractional rights.

Article 287: In the event of a merger or division, investment certificates and rights certificates

of a disappearing company can be exchanged for shares of beneficiary companies

transfer of assets.

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Article 288: Holders of investment certificates may obtain communication of the

corporate documents under the same conditions as the shareholders.

Article 289: In the event of free distribution of shares, new certificates must be created and

given free of charge to the owners of old certificates, in proportion to the number of shares

new shares allocated to old shares, unless they are waived in favor of all

carriers or some of them.

Article 290: In the event of a capital increase in cash, new certificates are issued

investment in number such as the proportion that existed before the increase between shares

ordinary certificates and voting rights certificates is maintained after the increase, considering that this

will be fully realized.

The owners of investment certificates have, in proportion to the number of securities they

have an exclusive preferential right to subscribe for the new certificates on an irreducible basis.

During a special meeting, convened and ruling according to the rules of the general meeting

extraordinary shareholders, the owners of the investment certificates may waive

this right. The unsubscribed certificates are distributed by the board of directors or the management board. The

completion of the capital increase is assessed on the fraction corresponding to the issue of shares.

However, by way of derogation from the provisions of the first paragraph above, when the owners of

certificates have waived their preferential subscription right, no

new certificates.

The voting right certificates corresponding to the new investment certificates are allocated

to holders of old voting right certificates in proportion to their rights, unless waived

their share in favor of all the holders of the voting rights certificates or some of them

them.

Article 291: In the event of the issue of bonds convertible into shares, the holders of the certificates

investments have, in proportion to the number of securities they own, a preferential right

to their irreducible subscription. Their special assembly, convened and ruling according to the rules

of the extraordinary general meeting of shareholders, may waive it.

These bonds can only be converted into investment certificates. Law certificates

of votes corresponding to the investment certificates issued at the time of the conversion are

allocated to holders of voting rights certificates existing on the date of the allocation of the certificates

investment in proportion to their rights, unless they waive their share in favor of the whole

holders of voting rights certificates or some of them. This attribution takes place at the

end of each financial year for convertible bonds at any time.

Chapter III: Obligations

Section I: General Provisions

Article 292: Bonds are negotiable securities which, in the same issue, confer the

same debt rights for the same nominal value.

This nominal value cannot be less than 100 dirhams.

Article 293: The issuance of bonds is only permitted in public limited companies:

1) having been in existence for two years and which ended two successive financial years including the

summary have been approved by shareholders;

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2) whose share capital has been fully paid up.

These provisions are not applicable:

1) to the issue of bonds benefiting from the guarantee of the State, or of other legal persons

authorized by the State to give this guarantee;

2) the issue of bonds secured by debt securities on the State or on other persons

legal entities subject to a guarantee by the State of their claims.

Article 294: The ordinary general meeting of shareholders has sole capacity to decide where

authorize the issuance of bonds as well as to authorize, if necessary, the constitution of sureties in

in order to guarantee the repayment of the bond loan.

This meeting may delegate the necessary powers to the board of directors or the management board.

to proceed, within a period of five years, to one or more bond issues and to stop the

modalities.

However, in companies whose main purpose is to issue bonds intended for

to the financing of the loans they grant, the board of directors or the executive board is empowered

as of right, unless otherwise provided for in the articles of association, to issue these loans.

Article 295: The company cannot constitute any pledge on its own obligations.

Article 296: The bond loan can only be guaranteed by a real security or a commitment

either of the State or of a legal person authorized by the State for this purpose

The issue of bonds guaranteed by a real security must be the subject of a prior request.

with the competent authorities with a view to registering said security following the procedure in

force in favor of the mass of bondholders covering the amount of the projected loan.

Cancellation, reduction or blocking of the registration can only be obtained by release

the agent of the body of bondholders authorized by the general meeting of the body or by

decision of the president of the court of the registered office of the company, ruling in summary proceedings.

Article 297: Before any issue of bonds by public offering, the issuing company is

required to prepare the information note provided for in article 13 of the dahir on the aforementioned law n ° 1-93-212 of 4

rabii II 1414 (September 21, 1993), in accordance with the provisions of article 14 of said dahir.

Article 298: The modalities provided for by the provisions of articles 22 and 23 for the subscription

shares apply to the subscription of bonds.

The amount of the bond loan must be fully subscribed. Otherwise, subscriptions are

deemed null and void.

Article 299: The holders of bonds of the same issue are grouped by right for the

defense of their common interests in a body endowed with legal personality.

However, in the event of successive bond issues, the company may, when a clause of each

issue contract provides for it, grouping into a single group the bondholders having rights

identical.

Article 300: The mass is represented by one or more representatives elected by the assembly

55

general meeting of bondholders within one year from the opening of the subscription and

at the latest thirty days before the first scheduled amortization.

Pending the holding of the general meeting, the board of directors proceeds from the opening of

the subscription to the appointment of a provisional representative from among the persons authorized to exercise

the functions of business agent.

In the absence of appointment by the board of directors of the provisional representative at the opening of the

subscription, this can be appointed at the request of any interested party by the president of the tribunal,

ruling in summary proceedings. The same procedure is applied when the ordinary general meeting of

bondholders does not appoint the agent for the mass.

These representatives are revocable at any time.

Article 301: Cannot be appointed as representatives of the masses, the administrators and

persons who are in the service of the debtor company and the companies guaranteeing the loan.

Article 302: The representatives of the mass have, except restriction decided by the general assembly

bondholders, the power to perform in the name of the mass all management acts necessary for the

safeguarding the common interests of bondholders.

Article 303: Representatives of the masses duly authorized by the general assembly of

bondholders alone have standing to take legal action on behalf of all bondholders.

Legal actions directed against all bondholders of the same body cannot be

brought only against the representatives of this mass.

Article 304: The representatives of the masses may not interfere in the management of affairs

social. They have access to general meetings of shareholders, but without voting rights.

They have the right to obtain communication of documents made available to shareholders in the

same conditions as these.

Article 305: Bondholders depending on the same mass may be united at any time in

general assembly.

If there are several groups of bondholders, they cannot in any case deliberate within a

joint meeting subject to the provisions of the 2 nd paragraph of article 299.

Article 306: The bondholders’ meeting is called either:

– by the board of directors or the management board;

– at the initiative of the mass representative (s);

– by bondholders on condition that they represent at least 10% of the bonds and notify the

representatives of the masses;

– by the liquidators when the company is in the process of liquidation.

Article 307: The convening of general meetings of bondholders is made in the same

formal and deadline conditions than those of shareholders’ meetings. They deliberate in

same conditions of quorum and majority provided for in article 113.

56

The voting rights attached to the bonds are proportional to the proportion of the amount of the loan they

represent. Each bond gives the right to at least one vote.

The right to vote in general meetings of bondholders belongs to the bare owner.

Any irregularly convened meeting may be canceled. However, the action for nullity is not

admissible when all the bondholders of the group concerned are present or represented.

Article 308: The general assembly deliberates on all measures aimed at ensuring the

defense of bondholders and the execution of the loan contract and in general on all measures having a

conservatory or administrative character.

Article 309: Any decision which calls into question the rights of bondholders must be approved by

the general meeting of bondholders.

In the absence of approval, the company can only override by offering to repay the bondholders.

who will make the request within three months from the day on which the modification occurred.

Article 310: Notwithstanding any stipulation to the contrary, general meetings of shareholders

can neither increase bondholders’ liabilities, nor establish unequal treatment between

bonds of the same mass, nor decide to convert bonds into shares subject to the

provisions of section 324.

Article 311: Bondholders are not individually allowed to exercise control over the

operations of the company or to request communication of social documents. However, they can

require the company to provide them at all times with the information they need as

than bondholders.

Article 312: Bonds repurchased by the issuing company, as well as bonds issued on

draw and refunded, are canceled and cannot be put back into circulation.

Article 313: In the absence of special provisions in the issue contract, the company cannot

require bondholders to repay bonds early.

Article 314: In the event of the early dissolution of the company, not caused by a merger or

demerger, the general meeting of bondholders may demand the redemption of the bonds and the

society can impose it.

Article 315: In the event of judicial reorganization or liquidation of the company, the representatives of

the mass of bondholders are authorized to act on its behalf.

Section II: Bonds Convertible Into Shares

Article 316: Public limited companies fulfilling the conditions provided for in section I of this

Chapter may issue bonds convertible into shares by complying with the conditions

special requirements set by this section.

This possibility of issuing bonds convertible into shares does not extend to companies in

in which the State directly or indirectly holds more than 50% of the capital.

Article 317: The extraordinary general meeting of shareholders must give its authorization

prior to issuance.

Unless otherwise decided in accordance with article 192, the right to subscribe to bonds

57

convertibles belong to the shareholders under the conditions provided for the subscription of the shares

news.

The authorization must include, for the benefit of holders of bonds convertible into shares, a waiver

express shareholders to their preferential subscription right to the shares to be issued by

conversion of these bonds.

Article 318: In the report that it must present to the assembly, the board of directors or the

management board, is required to state the reasons for the issue and to specify the period (s) during which

the option offered to bondholders may be exercised, as well as the basis for converting

bonds in stocks.

Article 319: Conversion can only take place at the option of the holders and only in the

conditions and on the basis of conversion set by the contract for issuing these bonds. This

contract indicates either that the conversion will take place during one or more specific option periods,

or that it will take place at any time.

The issue price of convertible bonds may not be lower than the nominal value of the

shares that bondholders will receive in the event of an option for conversion.

The statutory auditors present to the shareholders’ meeting a special report on the

proposals submitted to it with regard to the basis for conversion.

Article 320: From the vote of the assembly, provided for in article 317, and as long as there are obligations

convertible into shares, the issue of shares to be subscribed for in cash, the issue of new

convertible bonds, the incorporation into the capital of reserves, profits or issue premiums and the

distribution of reserves in cash or in portfolio securities are only authorized on the condition

to reserve the rights of bondholders who will opt for the conversion.

To this end, the company must allow bondholders opting for the conversion, as the case may be, either to

subscribe to shares or new convertible bonds on an irreducible basis, or to obtain

new shares free of charge, either to receive cash or securities similar to securities

distributed in the same quantities or proportions and under the same conditions, except for

concerns the enjoyment, only if they had been shareholders at the time of the aforementioned issues, incorporations or

distributions.

However, on condition that the shares of the company are listed on the Stock Exchange of

values, the issue contract may provide instead of the measures enacted in the previous paragraph, a

adjustment of the conversion bases originally set, to take account of the impact of

issues, incorporations or distributions, under the conditions and according to the calculation methods which

will be controlled by the Securities Ethics Council.

Article 321: In the event of the issue of bonds convertible into shares at any time, the conversion

may be requested for a period of time the starting point of which cannot be later than the date of the

first repayment deadline, nor on the fifth anniversary of the start of the issue and which

expires three months after the date on which the bond is called for repayment. However, in case

capital increase or merger, the board of directors or the management board may suspend

the exercise of the right to obtain the conversion during a period which may not exceed three months.

The shares delivered to bondholders are entitled to dividends paid for the financial year during

from which the conversion was requested.

When, due to one of the conditions referred to in the first paragraph of this article, the number

of shares corresponding to the bonds held by the bondholder requesting the conversion, do not

does not constitute a whole number, this bondholder may request the issuance of the number of shares

58

immediately higher, subject to offsetting their value by a cash payment.

The capital increase made necessary by the conversion is definitively carried out, by the sole fact

the conversion request accompanied by the subscription form and, where applicable, the

payments to which the subscription of shares gives rise in cash.

In the month following the end of each financial year, the board of directors or the management board,

notes, if applicable, the number and nominal amount of shares issued by conversion of bonds

during the past financial year and make the necessary modifications to the clauses of the articles of association

relating to the amount of share capital and the number of shares representing it. It can also,

at any time, make this observation for the current financial year and add to the bylaws the

consequential amendments.

Article 322: From the vote of the assembly provided for in article 317 and as long as there are obligations

convertible into shares, the company is prohibited from depreciating the par value of its shares.

capital or reduce it by way of repayment and change the distribution of profits.

However, the company may create shares with priority dividends without voting rights on condition of

reserve the rights of bondholders under the conditions provided for in Article 320.

In the event of a reduction of the capital motivated by losses, and which would be carried out by reduction, either of the

nominal amount of shares, i.e. the number of shares, the rights of bondholders opting for the

conversion of their securities will be reduced accordingly, as if the said bondholders had been

shareholders from the date of issue of the bonds.

Article 323: From the date of the issue of the bonds convertible into shares, and as long as there are

such obligations, the absorption of the issuing company by another company or the merger with one or

several other companies in a new company is subject to the prior approval of

the extraordinary general meeting of interested bondholders. If the assembly did not approve

absorption or merger, or if it could not validly deliberate for lack of the required quorum, the

provisions of article 241 are applicable.

Bonds convertible into shares may be converted into shares of the acquiring company or

new, either during the option period (s) provided for in the issue contract, or at any time

depending on the case. The conversion bases are determined by correcting the exchange ratio set by

said contract by the exchange ratio of the shares of the acquiring or new company against the

shares of the issuing company, taking into account, where applicable, the provisions of Article 320.

On the report of the board of directors or the management board and on that of the statutory auditors,

provided for in Article 319 (3 rd paragraph), the general meeting of the acquiring company or a new decision on

the approval of the merger and the waiver of the preferential subscription right provided for in article

317 (3 th paragraph).

The acquiring or new company is substituted for the issuing company for the application of Articles

319 ( 1st paragraph) and 320 and, where applicable, articles 321 and 322 ( 1st paragraph).

Article 324: When the company issuing bonds convertible into shares is subject to a

procedure for dealing with business difficulties, the timeframe for converting said

bonds in shares is opened as soon as the judgment deciding the company’s continuation plan and the

conversion can be carried out at the option of each bondholder, under the conditions provided for in this plan.

Article 325: Decisions taken in violation of the provisions of articles 316 to 323 are void.

Title X: Financial Year, Profit and Dividends

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Article 326: The duration of the financial year is twelve months. However, the first and the last

exercise may be less than twelve months.

Article 327: At the end of each financial year, the board of directors or the executive board draws up the

summary statements as defined by law n ° 9-88 relating to the accounting obligations of

traders, promulgated by Dahir n ° 1-92-138 of 30 Joumada II 1413 (25 December 1992). He

draws up the net profit for the year and an allocation project to be submitted for the approval of

the annual ordinary general meeting.

Article 328: In addition to the prescriptions provided for in article 13 of the aforementioned law n ° 9-88, the modifications

involved in the presentation of summary statements, as in the evaluation methods

retained, are indicated in the management report and, where applicable, in the report of

auditors.

The costs of setting up the company are amortized at the latest at the end of the fifth financial year and

before any distribution of profits.

Capital increase costs are amortized at the latest at the end of the fifth financial year.

following the one in which they were engaged. These costs may be deducted from the amount of

issue premiums relating to this increase.

Revaluation differences resulting from the revaluation of assets are not distributable.

Article 329: Under penalty of nullity of any contrary deliberation, it is made on the net profit of

the financial year, less any previous losses, a 5% levy allocated to the

formation of a reserve fund called legal reserve.

This deduction ceases to be compulsory when the amount of the legal reserve exceeds one tenth of the

share capital.

It is also made from the profit for the year, all other deductions for the formation of

reserves imposed either by law or by the statutes or optional reserves whose constitution

may be decided, before any distribution, by decision of the ordinary general meeting.

Article 330: Distributable profit is made up of net profit for the year, less losses

previous years as well as sums to be placed in reserve by application of article 329 and increased by

profit carried forward from previous years.

Except in the event of a reduction in capital, no distribution can be made to shareholders when the

net position is, or would become, as a result of this, lower than the amount of capital increased by

reservations that the law or the statutes do not allow to distribute.

Article 331: After approval of the financial statements for the financial year and recognition of the existence of

distributable sums, the ordinary meeting determines the portion allocated to shareholders in the form of

dividends. Any dividend distributed in violation of the provisions of the preceding article 330 is a

fictitious dividend.

The decision of the meeting must first determine the portion to be allocated to the shares benefiting from

priority rights or special advantages.

It must also set a first dividend attributable to ordinary shares, calculated on the amount

paid up and not reimbursed from the share capital. This first dividend, if it is not distributed in full or

portion for a specific financial year may be taken as a priority from the distributable net profit of the

or the following years, subject to what is said in the second paragraph of this article; this

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deduction is required at the meeting if the statutes so provide.

The balance may constitute a superdividend, after deduction of the sums allocated to the reserves in

addition to the allocation made under Article 329, and those that are carried forward.

It is forbidden to stipulate a fixed dividend for the benefit of the shareholders; any clause to the contrary is deemed

unwritten unless the State grants the shares the guarantee of a minimum dividend.

Article 332: Methods of payment of dividends voted by the general meeting

are set by itself or, failing that, by the board of directors or the management board. This setting

payment must take place within a maximum period of nine months after the end of the financial year, except

extension of this period by order of the president of the court, ruling in summary proceedings, at the request of the

board of directors or management board.

Article 333: The general meeting may decide to distribute, on an exceptional basis,

sums taken from optional reserves, other than retained earnings, of which it has the

disposition. The reserves corresponding to the holding of treasury shares are not available. In

In addition, any withdrawal from reserves intended to endow a provision account is prohibited.

Any distribution decision affecting optional reserves must precisely indicate the items

on which the samples are taken; it can be taken at any time during exercise

by the ordinary general meeting.

Article 334: The right to dividends is abolished when the company holds its own shares.

It can be suspended as a sanction if the owners or bare owners of the shares do not have them.

not released from the payments due or, in the event of consolidation, have not presented them to the

regrouping.

If the shares are encumbered with a usufruct, the dividends are due to the usufructuary, however the proceeds of

the distribution of reserves, excluding retained earnings, is attributed to the bare owner.

In the event of a transfer of shares, the purchaser is entitled to dividends not yet paid out, except

contrary agreement of the parties notified to the company.

Article 335: The rights arising from articles 331 and 334 are prescribed by five years for the benefit of the company

from the date of payment of the dividend.

The sums not collected and not prescribed constitute a claim of the beneficiaries not bearing

interest against the company, unless converted into a loan, on terms

determined by mutual agreement.

Article 336: The company may not require the shareholders to return any dividends, unless the

distribution was carried out in violation of Articles 330 and 331 and it is established that these shareholders

were aware of the irregularity of the distribution at the time of the distribution, or could not

ignore it given the circumstances.

Title XI: Nullities And Civil Liability

Chapter One: Nullities

Article 337: The nullity of a company or that of acts or deliberations modifying the statutes, cannot

result only from an express provision of this law, of the unlawful or contrary to the order

public of the purpose of the company or the inability of all founders.

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Any statutory clause contrary to a mandatory provision of this law, the violation of which is not

not sanctioned by the invalidity of the company, is deemed unwritten.

Article 338: The nullity of acts or deliberations other than those provided for in the preceding article 337 shall not

may result only from the violation of a mandatory provision of this law, or from one of the causes

invalidity of contracts in general.

Article 339: The action for nullity is extinguished when the cause of the nullity has ceased to exist on the day when the

court rules on the fund in first instance.

Article 340: The court seized of an action for nullity may, even ex officio, set a time limit for

make it possible to cover nullities. He cannot pronounce the nullity less than two months after the date of the

request to institute proceedings.

If to cover a nullity, a meeting must be convened or a consultation of the shareholders

carried out, and if it is justified to regularly convene this meeting or send it to

shareholders of the text of the draft decisions accompanied by the necessary documents, the court

grants by judgment the time necessary for the shareholders to make a decision.

If at the end of the aforementioned period no decision has been taken by the shareholders, the court shall rule

on the action for nullity.

Article 341: The provisions of articles 339 and 340 are not applicable in cases of nullity

provided for in articles 984, 985 and 986 of the dahir of 9 Ramadan 1331 (12 August 1913) forming the code of

obligations and contracts.

Article 342: In the event of the nullity of acts or deliberations subsequent to the incorporation of the company,

based on a defect in the consent or on the incapacity of a shareholder, and when the regularization

can intervene, any person having an interest in it can put in default, by registered letter with

acknowledgment of receipt the one who is able to operate, either to regularize, or to act in nullity within a

six month foreclosure penalty. This formal notice is denounced to the company.

When the action for nullity is brought within the time limit provided for in the previous paragraph, the company or any

shareholder can submit to the court any measure likely to suppress the interest of the plaintiff,

in particular by buying back his social rights. In this case, the court may either pronounce the nullity,

either make the proposed measures mandatory, if they have been previously adopted by the

company under the conditions provided for the statutory modifications. The vote of the shareholder whose

redemption of rights is requested, has no influence on the decision of the company.

In the event of a dispute, the value of the social rights to be reimbursed to the shareholder is determined.

in the 6 th paragraph of Article 254.

Article 343: When the nullity of acts or deliberations subsequent to the incorporation of the company is

based on the violation of the rules of publicity, any person having an interest in the regularization of the act

or deliberation may give notice to the company to proceed within thirty days of

from the said formal notice.

In the absence of regularization within this period, any interested party may apply to the president of the tribunal,

acting in summary proceedings, to appoint an agent responsible for carrying out the formality at the expense of the company.

Article 344: The nullity of a merger or demerger can only result from the nullity of

the deliberation of one of the assemblies which decided on the transaction.

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When it is possible to remedy the irregularity liable to entail the nullity, the court seised

the action for nullity of a merger or a scission grants the companies concerned a period of

regularize the situation.

Article 345: Actions in nullity of the company or of acts or deliberations subsequent to its

constitution are prescribed by three years from the day on which the nullity is incurred, subject to

the foreclosure provided for in section 342.

However, an action in nullity of a merger or a demerger is prescribed by six months from the date of the

date of the last entry in the commercial register made necessary by the operation.

Article 346: When the nullity of the company is pronounced, it is automatically dissolved

without retroactivity, and it is liquidated.

With regard to the company, it produces the effects of a dissolution pronounced by justice.

Article 347: Neither the company nor the shareholders can claim a nullity with regard to third parties

in good faith.

Article 348: When a court decision declaring the nullity of a merger or a split is

Having become final, this decision is published in accordance with Article 37.

It has no effect on the obligations arising for or for the benefit of the companies to which the

assets are transmitted between the date on which the merger or demerger takes effect and the date of

publication of the decision pronouncing the nullity.

In the event of a merger, the companies that participated in the transaction are jointly and severally liable for

the fulfillment of the obligations mentioned in the previous paragraph at the expense of the acquiring company. He

The same applies in the case of a split, of the company being divided for the bonds of the companies

to which the heritage is transmitted. Each of the companies to which the heritage is transmitted

meets the obligations to which it is responsible, arising between the effective date of the demerger and that of the

publication of the decision pronouncing the nullity.

Chapter II: Civil Liability

Article 349: The founders of the company as well as the first directors, the first

members of the management board and the supervisory board are jointly and severally liable for the loss

caused by the lack of a mandatory mention in the articles of association as well as by the omission or

the irregular fulfillment of a formality prescribed by this law for the constitution of the

society.

The provisions of the preceding paragraph are applicable in the event of modification of the articles of association

directors, members of the management board and members of the supervisory board in office

during said modification.

The action is prescribed by five years from, as the case may be, registration in the commercial register,

or of the amending entry.

Article 350: The founders of the company to whom the nullity is imputable and the directors,

members of the management board or the supervisory board in office at the time it was incurred

can be declared jointly and severally liable for the resulting damages, for the shareholders or

for third parties, the cancellation of the company.

The same joint and several liability may be held against those of the shareholders whose contributions and

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the benefits have not been verified and approved.

Article 351: Liability action based on the cancellation of the company or of the acts or

deliberations subsequent to its constitution are prescribed by five years from the day on which the decision

cancellation has become irrevocable.

The disappearance of the cause of nullity does not preclude the exercise of the action for damages.

tending to repair the damage caused by the defect of which the company, the act or the deliberation was

tainted.

This action is prescribed by five years from the day on which the nullity was covered.

Article 352: The directors, the members of the management board or of the supervisory board are

responsible, individually or jointly, as the case may be, towards the company or towards third parties,

either infringements of the laws or regulations applicable to companies

anonymous, either violations of the statutes, or errors in their management.

If several directors, members of the management board or of the supervisory board have cooperated in

same facts, the court determines the contributory share of each one in the compensation of the damage.

Shareholders who, on the basis of the provisions of the first paragraph, intend to request

directors, members of the management board or supervisory board compensation for damage

that they have suffered personally because of the same facts can give to one or more of

them the mandate to act on their behalf before the competent court under the following conditions:

1) the mandate must be in writing and expressly mention that it gives the agent (s) the power

to perform all procedural acts on behalf of the principal; he specifies, if necessary, that he carries the

power to exercise legal remedies;

2) the legal action must indicate the first name, last name and address of each of the principals as well as

the number of shares they hold. It specifies the amount of compensation claimed by each

of them.

Article 353: In addition to the action for compensation for personal injury, the shareholders

may, either individually or as a group, bring social action for liability against the

directors, members of the management board or the supervisory board. The applicants are

empowered to pursue compensation for all damage suffered by the company, to which, if applicable,

damages are awarded.

To this end, shareholders may, in a common interest, charge at their own expense one or more

of them to represent them to support, both in demand and in defense, social action against

directors, members of the management board or the supervisory board.

The withdrawal during the proceedings of one or more shareholders, or they have lost their capacity

shareholders, or whether they voluntarily withdrew, has no effect on the continuation of said

instance.

When the social action is brought under the conditions provided for in this article, the court cannot

rule that if the company has been regularly questioned through its representatives

legal.

Article 354: Any clause of the statutes having the effect of subordinating

the exercise of social action with the prior notice or authorization of the general meeting, or who

would include a waiver of this action in advance.

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No decision of the general meeting may have the effect of extinguishing an action in

liability against directors, members of the management board or the supervisory board for

fault committed in the performance of their mandate.

Article 355: Liability action against directors, members of the management board or the

supervisory board, both social and individual, is prescribed by five years, from the date of

damaging or if it has been concealed, of its revelation. However, when the act qualifies as a crime,

the action is prescribed by twenty years.

Title XII: The Dissolution of Public Limited Companies

Article 356: The early dissolution of the company is pronounced by the general meeting

extraordinary.

Article 357: If, due to losses noted in the summary statements, the net situation of the

company becomes less than a quarter of the share capital, the board of directors or the management board is

held, within three months of the approval of the accounts showing this loss, to

convene the extraordinary general meeting for the purpose of deciding whether to pronounce the

early dissolution of the company.

If the dissolution is not pronounced, the company is bound, at the latest at the close of the second

fiscal year following the one in which the losses were recognized, and subject to the

provisions of Article 360 ​​to reduce its capital by an amount at least equal to that of the losses which

could not be set off against reserves if, within this period, shareholders’ equity was not

reconstituted up to a value at least equal to a quarter of the share capital.

In all cases, the decision adopted by the general assembly is published in a newspaper

legal notices and in the Official Bulletin, filed with the court office and entered in the register of

trade.

In the absence of a meeting of the general assembly, as in the case where this assembly was unable to deliberate

validly on the last convocation, any interested party may apply to court for the dissolution of the

society. The same applies if the provisions of paragraph 2 of this article have not been applied.

Article 358: The dissolution may be pronounced in court at the request of any interested party if the

number of shareholders has been reduced to less than five for more than a year.

Article 359: In the cases provided for in Articles 357 and 358, the court may grant the company a

maximum period of six months to regularize the situation; he cannot pronounce the dissolution if the

regularization took place on the day it rules on the merits at first instance.

Article 360: The reduction of the capital to a lower amount must be followed, within one year

an increase having the effect of bringing it to the amount provided for in section 6, unless, in the

same period, the company has not been transformed into a company of another form. Failing that, any interested party can

to seek the dissolution of the company in court, two months after having put the representatives of the latter

in order to regularize the situation.

The action is extinguished when this cause for dissolution has ceased to exist on the day the court rules on

the merits at first instance.

Title XIII: The Liquidation of Public Limited Companies

Article 361: Subject to the provisions of this title, the liquidation of public limited companies is

governed by the provisions contained in the statutes and the provisions of the dahir of 9 Ramadan 1331

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(August 12, 1913) forming a code of obligations and contracts, which are not contrary.

Article 362: The company is in liquidation from the moment of its dissolution for any reason whatsoever.

  1. Its corporate name is followed by the words “société anonyme en liquidation”.

The legal personality of the company remains for the needs of the liquidation, until the closing of

this one.

The dissolution of a public limited company does not produce its effects with regard to third parties until the date

in which it is entered in the commercial register.

Article 363: The act of appointment of the liquidators is published within thirty days, within a

newspaper of legal notices and, in addition, if the company has made a public call for savings, in the Bulletin

official.

It contains the following indications:

1) the name of the company followed, where applicable, by its acronym;

2) the form of the company, followed by the words “in liquidation”;

3) the amount of share capital;

4) the address of the registered office;

5) the registration number of the company in the trade register;

6) the cause of the liquidation;

7) the first name, last name and address of the liquidators;

8) where applicable, the limitations placed on their powers.

The following are also indicated in the same insertion:

1) the place where correspondence must be addressed and the place where the acts and documents concerning the

liquidation must be notified;

2) the court at the registry of which will be made, as an annex to the trade register, the filing of deeds

and documents relating to the liquidation.

At the diligence of the liquidator, the same information is brought to the attention, by simple letter.

holders of shares and registered bonds.

Article 364: The dissolution of the company does not automatically entail the termination of the leases of

buildings used for its social activity, including living quarters dependent on these

buildings.

If, in the event of assignment of the lease, the guarantee obligation can no longer be ensured in the terms of

the latter, he may be substituted for it, by decision of the president of the court ruling in summary proceedings, any guarantee

offered by the assignees or a third party is considered sufficient.

Article 365: Unless the unanimous consent of the shareholders, the transfer of all or part of the assets of

the company in liquidation to a person having had in this company the capacity of director,

member of the management board or supervisory board, of the managing director or of the statutory auditor

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accounts, can only take place with the authorization of the court, the liquidator and the statutory auditor (s)

to accounts duly heard.

Article 366: The transfer of all or part of the assets of the company in liquidation to the liquidator or to his

employees, their spouses, parents or relatives until 2 th degree included is prohibited even if

resignation of the liquidator.

Article 367: The global transfer of the assets of the company or the contribution of the assets to a company, in particular

by merger, is authorized under the conditions of quorum and majority provided for

extraordinary meetings.

Article 368: The shareholders are convened at the end of the liquidation to rule on the account

final, on the discharge of the management of the liquidator and the discharge of his mandate and to note the

closing of the liquidation.

Failing that, any shareholder can ask the president of the court, ruling in summary proceedings, to appoint

a representative responsible for convening the meeting.

Article 369: If the closing meeting provided for in article 368 cannot deliberate or if it refuses

to approve the accounts of the liquidator, it is ruled by court decision, at the latter’s request

or any interested.

In this case, the liquidators file their accounts at the court registry where any interested party can

read it and obtain a copy at its own expense.

The court rules on these accounts and, where applicable, on the closing of the liquidation, instead of

of the shareholders’ meeting.

Article 370: The notice of closure of the liquidation, signed by the liquidator, is published, at the behest of

one in the legal gazette receiving advertising prescribed by Article 363 (paragraph 1 st )

and, if the company has made a public call for savings, in the Official Bulletin.

It contains the following indications:

1) the name of the company followed, where applicable, by its acronym;

2) the form of the company, followed by the words “in liquidation”;

3) the amount of share capital;

4) the address of the registered office;

5) the registration number of the company in the trade register;

6) the first name, last name and address of the liquidators;

7) the date and place of the closing meeting, if the accounts of the liquidators have been

approved by it or, failing that, the date of the court decision provided for in Article 369, as well as

the indication of the court which pronounced it;

8) the registry of the court where the accounts of the liquidators are deposited.

Unless there is a clause to the contrary in the articles of association, the sharing of shareholders’ equity remaining after reimbursement of the

par value of the shares is made between the shareholders in the same proportions as their

participation in share capital.

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Article 371: The liquidator is responsible, with regard to both the company and third parties, for

damaging consequences of faults committed by him in the exercise of his functions.

Liability proceedings against liquidators are prescribed under the conditions provided for in article 355.

Article 372: All actions against shareholders who are not liquidators or their surviving spouses,

heirs or successors, are prescribed by five years from the registration of the dissolution of the

company in the trade register.

Title XIV: Criminal Sanctions

Chapter One: General Provisions

Article 373: For the purposes of this title, the expression “members of the administrative bodies,

direction or management “means:

– in public limited companies with a board of directors, the members of the board of directors

including the chairman and general managers outside the board;

– in public limited companies with a management board and a supervisory board, the members of these bodies.

Article 374: The provisions of this title relating to members of administrative bodies,

direction or management shall apply to any person who, directly or by person

interposed, will have, in fact, exercised the direction, the administration or the management of public limited companies under

cover or in lieu of their legal representatives.

Article 375: The penalties provided for in this title are doubled in the event of a repeat offense.

Notwithstanding the provisions of articles 156 and 157 of the Penal Code, is in a state of recidivism, at

meaning of this law, anyone who has previously been the subject of a conviction by judgment

having acquired the force of res judicata with a prison sentence and / or a fine, commits

the same offense.

Article 376: The penal provisions of this law are applicable only if the facts which they

punishments cannot be given a more serious criminal qualification under the provisions of the

Penal Code.

Article 377: Notwithstanding the provisions of Articles 55, 149 and 150 of the Penal Code, the

fines provided for by this law may not be reduced below the legal minimum and the

conditional sentences can only be ordered for prison sentences.

Chapter II: Offenses Relating to the Constitution

Article 378: Shall be punished with a fine of 4,000 to 20,000 dirhams, founders, members

administrative, management or management bodies of a public limited company which will have issued

shares, either before the registration of the said company in the commercial register, or at a time

any, if the registration was obtained by fraud, or even without the formalities of

constitution of the said company have been duly completed.

Imprisonment of one to six months may, in addition, be pronounced if the shares have been issued.

without the cash shares having been released upon subscription of at least a quarter or without

that the contribution shares have been fully paid up prior to the registration of the

company in the trade register.

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The same persons who will not have

maintained the cash shares in registered form until their full payment.

The penalties provided for in this article may be doubled, in the case of a company

anonymous publicly calling for savings.

Article 379: Shall be punished by imprisonment of one to six months and a fine of 8,000 to 40

000 dirhams or one of these two penalties only:

1) those who knowingly, for the establishment of the depositary’s certificate recording the subscriptions and

the payments will have affirmed sincere and true subscriptions which they knew to be fictitious or will have

declared that the funds which have not been definitively made available to the company have been

actually paid, or have submitted to the depositary a list of shareholders mentioning

fictitious subscriptions or the payment of funds that have not been definitively made available to

the society ;

2) those who, knowingly, by simulating subscriptions or payments, or by publication of

subscriptions or payments that do not exist or any other false facts, will have obtained or attempted

to obtain subscriptions or payments;

3) those who, knowingly, to cause subscriptions or payments, have published the names

of people, designated contrary to the truth as being or to be attached to society

in any capacity;

4) those who, fraudulently, have attributed to a contribution in kind a valuation greater than

its real value.

Article 380: Shall be punished by imprisonment of one to six months and a fine of 6,000 to 30

000 dirhams or one of these two penalties only, the founders, the members of the

administration, management or management of any company which, in the declaration provided for in Article

31, filed with the registry for the registration of the company in the commercial register, or

the amending entry of the articles of association in said register, will have knowingly certified the facts

false or omitted to relate all the operations carried out for the constitution of the said company.

Article 381: Shall be punished by imprisonment of one to six months and a fine of 6,000 to 30

000 dirhams or one of these two penalties only, the founders, the members of the

administration, management or management of a public limited company, as well as the owners or

holders of shares who knowingly have negotiated:

1) shares without par value;

2) cash shares that have not remained in registered form until their entire

release;

3) contribution shares, before the expiry of the period during which they are not negotiable;

4) cash shares for which payment of the quarter has not been made;

5) promises of actions, except with regard to promises of actions to be created from time to time

a capital increase in a company whose old shares are already listed on the

stock exchange quotation.

Article 382: Any person who

knowingly, will have either participated in the negotiations or established or published the value of the shares or

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promises of actions referred to in this article.

Article 383: Shall be punished by imprisonment of one to six months and a fine of 8,000 to 40,000

dirhams or one of these two penalties only, any person who knowingly has accepted or

retained the functions of contribution auditor, notwithstanding any incompatibilities and prohibitions

legal.

Chapter III: Offenses Relating to Management and Administration

Article 384: Shall be punished by imprisonment of one to six months and a fine of 100,000 to 1

000,000 dirhams or one of these two penalties only members of the organs

administration, management or management of a public limited company:

1) who, in the absence of inventory or by means of fraudulent inventories, will have knowingly operated between

shareholders the distribution of fictitious dividends;

2) who, even in the absence of any distribution of dividends, will have knowingly published or presented

to the shareholders, in order to conceal the true situation of the company, summary statements

annual results that do not give, for each financial year, a faithful image of the result of

the financial year, the financial situation and the assets, at the end of this period;

3) who, in bad faith, have made use of the property or credit of the company which they knew

contrary to the economic interests of the latter for personal purposes or to promote another

company or business in which they were directly or indirectly interested;

4) who, in bad faith, will have used the powers they had and / or the votes they had,

in this capacity, a use which they knew to be contrary to the economic interests of the company, for purposes

personal or to promote another company or business in which they were interested

directly or indirectly.

Article 385: Will be punished with a fine of 6,000 to 30,000 dirhams, the president or the administrator

chairman of the meeting who has not recorded the deliberations of the board of directors by

minutes in accordance with the provisions of Articles 53 and 136.

Article 386: Shall be punished with a fine of 40,000 to 400,000 dirhams, members of the

administration, management or management of a public limited company:

– who will not have, for each financial year, drawn up the inventory, drawn up summary statements and a report

Management ;

– who have not filed with the court registry, within the time limit provided for in Article 158, the statements of

summary and report of the statutory auditors.

Chapter IV: Offenses Relating To

Shareholders’ Meetings

Article 387: Shall be punished with imprisonment of one to six months and a fine of 8,000 to 40

000 dirhams or one of these two penalties only:

1) those who knowingly prevent a shareholder from attending a meeting of shareholders;

2) those who, by falsely presenting themselves as owners of shares, will have participated in the vote

in a meeting of shareholders, whether they acted directly or through an intermediary;

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3) those who will have been granted, guaranteed or promised advantages to vote in a certain

meaning or not to participate in the vote, as well as those who will have granted, guaranteed or promised these

advantages.

Article 388: Shall be punished with a fine of 60,000 to 600,000 dirhams, members of the

administration, management or management of a public limited company that has not convened the meeting

ordinary general within six months of the end of the financial year or during the period of its

extension or, who have not submitted the summary statements to the said meeting for approval

annual reports and the management report.

Article 389: Shall be punished with a fine of 8,000 to 40,000 dirhams, members of the

administration, direction or management of a public limited company which will not have convened, at any

meeting, within the legal deadline, shareholders who have held shares for at least thirty days

nominative, in the forms provided for by the articles of association.

Article 390: Will be punished with a fine of 6,000 to 30,000 dirhams, the president of a company

anonymous which will not have brought to the attention of the shareholders, under the conditions provided for by the

this law, the information required for the holding of meetings.

Article 391: Shall be punished with a fine of 4,000 to 20,000 dirhams, members of the

administration, direction or management of a public limited company that have not addressed, to any

shareholder who has requested it, a proxy form in accordance with the requirements set by

the statutes, as well as:

1) the list of current directors or members of the management board or supervisory board

;

2) the text and the explanatory memorandum of the draft resolutions on the agenda;

3) where applicable, a notice on the candidates for administrative, management or

management;

4) the reports of the board of directors or of the management board and of the auditors who

will be submitted to the assembly;

5) in the case of the annual ordinary general meeting, the annual summary statements.

Article 392: Shall be punished with a fine of 8,000 to 40,000 dirhams, members of the

administration, management or management of a public limited company that will not have

available to any shareholder, at the registered office:

1) during the period of fifteen days preceding the meeting of the annual ordinary general assembly,

the documents listed in section 141;

2) during the period of fifteen days preceding the meeting of an extraordinary general assembly, the

text of the proposed draft resolutions, the report of the board of directors or the management board and,

where applicable, the report of the statutory auditor (s) and the proposed merger;

3) during the period of fifteen days preceding the meeting of the general assembly, the list of

shareholders at the latest thirty days before the date of said meeting and including the first names,

name and domicile of each holder of registered shares and of each holder of bearer shares

having expressed, on that date, the intention to participate in the meeting as well as the number of shares

of which each known shareholder of the company holds;

4) at any time of the year, the following documents relating to the last three financial years submitted

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at general meetings: inventory, annual summary statements, report of the board of directors

or the management board, report of the statutory auditors, attendance sheets and minutes of

assemblies.

Article 393: Will be punished with a fine of 6,000 to 30,000 dirhams, members of the organs

administration, management or management of a public limited company which knowingly:

1) have not had an attendance sheet kept for any meeting of the shareholders’ meeting

signed by the shareholders present and the representatives, certified as accurate by the

assembly and containing:

  1. a)the first name, last name and address of each shareholder present and the number of shares of which there are

holder as well as the number of votes attached to these shares;

  1. b)the first name, last name and domicile of each representative and the number of shares of his or her principals as well

the number of votes attached to these shares;

  1. c)the first name, last name and address of each shareholder represented and the number of shares of which there are

holder, as well as the number of votes attached to these shares or, in the absence of these references, the number of

powers given to each representative;

2) will not have attached to the attendance sheet the powers given to each representative;

3) will not have recorded the decisions of any shareholders’ meeting by a

minutes signed by the members of the office, kept at the head office in a special collection and

mentioning the date and place of the meeting, the method of convening, the agenda, the composition of the

office, the number of shareholders participating in the vote and the quorum reached, the documents and reports

submitted to the assembly, a summary of the debates, the text of the resolutions put to the vote and the result of the

votes.

Article 394: Shall be punished by the penalties provided for in article 393, the chairman of the meeting and the members

of the meeting officers who have not respected, during shareholders’ meetings, the

provisions governing the voting rights attached to the shares.

Chapter V: Offenses Relating to Amendments

Social Capital

Section I: Capital increase

Article 395: Shall be punished with a fine of 8,000 to 40,000 dirhams, members of the

administration, management or management of a public limited company which, upon an increase in

capital, will have issued shares:

1) either before the certificate of the depositary has been issued;

2) either without the formalities prior to the capital increase having been regularly

accomplished.

Imprisonment of one to six months may, in addition, be pronounced, if the shares have been issued.

without the previously subscribed capital of the company having been fully paid up, or without the

new contribution shares have been fully paid up prior to the amending registration

in the commercial register, or even without the new cash shares having been paid up,

at the time of subscription, at least a quarter of their nominal value and, where applicable, of the total

the issue premium.

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Shall be punished by the penalties of fine and imprisonment provided for in the preceding paragraphs or of one

of these penalties only, the same people who will not have maintained the shares of cash

in registered form until their full release.

The penalties provided for in this article may be doubled, in the case of public limited companies.

publicly appealing for savings.

The provisions of this article do not apply to actions which have been regularly

issued by conversion of convertible bonds at any time.

Article 396: Subject to the provisions of Articles 189 to 193, will be punished by a fine of 10

000 to 100,000 dirhams members of the administrative, management or management bodies of a

public limited company which, during a capital increase:

1) will not have granted the shareholders, in proportion to the number of their shares, a

preferential right to subscribe for cash shares;

2) will not have reserved for shareholders a period of at least twenty days from the opening of the

subscription, for the exercise of their subscription right;

3) will not have allocated the shares made available for lack of a sufficient number of subscriptions to

preferential title to shareholders who have subscribed on a reducible basis a number of shares greater than that

that they could subscribe on a preferential basis, in proportion to the rights at their disposal;

4) in the event of a previous issue of bonds convertible into shares, will not have reserved the rights

bondholders who would opt for the conversion;

5) in the event of a previous issue of bonds convertible into shares, as long as there are

convertible bonds, amortized the par value of equity shares or reduced the capital by way

repayment, or modified the distribution of profits or distributed reserves, without having taken

the measures necessary to preserve the rights of bondholders who opt for the conversion.

Article 397: Shall be punished by imprisonment from one month to one year and a fine of 35,000 to

350,000 dirhams or one of these two penalties only, those who have committed the offenses

provided for in Article 396, in order to deprive either the shareholders or some of them, or the holders

convertible bonds or some of them, on the one hand their rights in the assets of the

society.

Article 398: Shall be punished by imprisonment of one month to one year and a fine of 12,000 to

120,000 dirhams or one of these two penalties only, members of the organs

administration, management or management or the statutory auditor (s) of a company

anonymous who knowingly gave or confirmed inaccurate information in the reports

presented to the general meeting called to decide on the elimination of the preferential right of

shareholder subscription.

Article 399: The provisions of articles 379 to 383 relating to the incorporation of companies

anonymous, are applicable in the event of a capital increase.

Section II: Depreciation of the nominal value

Capital Shares

Article 400: Shall be punished by imprisonment of one to six months and a fine of 7,000 to 35

000 dirhams or one of these two penalties only, members of administrative bodies,

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of direction or management of a public limited company which will have carried out the depreciation of the value

nominal shares of the capital by drawing lots.

Section III: Capital Reduction

Article 401: Will be punished with a fine of 10,000 to 50,000 dirhams, members of the organs

administration, management or management of a public limited company which knowingly carried out

a reduction in share capital:

1) without respecting the equality of shareholders;

2) without communicating the plan to reduce the share capital to the statutory auditors,

at least forty-five days before the meeting of the general assembly called to rule.

Article 402: Shall be punished by the penalty provided for in article 401, members of the

administration, direction or management of a public limited company which will, in the name of the company,

subscribed, acquired, pledged, kept or sold shares issued by it in violation of the

provisions of Articles 279 to 281.

Members of administrative, management or management bodies are liable to the same penalty.

management of a public limited company which, in its name, carried out the following operations:

advance funds, grant loans or provide security for subscription or purchase

of its own actions by a third party, operations prohibited by Article 280 (paragraph 3).

Chapter VI: Control Offenses

Article 403: Shall be punished with imprisonment of one to six months and a fine of 10,000 to 50

000 dirhams, or one of these two penalties only, members of administrative bodies,

management or management of a public limited company that will not have resulted in the appointment of

auditors of the company or will not have convened them to any meeting

shareholders.

Article 404: Shall be punished by imprisonment of one to six months and a fine of 8,000 to 40,000

dirhams, any person who, either in his own name or as a partner in a company of

statutory auditors, will have knowingly accepted, exercised or retained the functions of

auditor notwithstanding legal incompatibilities.

Article 405: Shall be punished by imprisonment of six months to two years and a fine of 10,000 to

100,000 dirhams or one of these two penalties only, any auditor who either

in his personal name, or as a partner in a company of auditors, will have,

knowingly given or confirmed false information about the situation of the company or which

will not have disclosed to the administrative, management or management bodies the facts appearing to it

criminal of which he will have become aware during the exercise of his functions.

Article 446 of the Penal Code is applicable to auditors.

Article 406: Shall be punished by imprisonment of one to six months and a fine of 6,000 to 30

000 dirhams or one of these two penalties only, members of administrative bodies,

of direction or management or any person in the service of the company who will have, knowingly, put

obstacle to verifications or controls by experts or auditors appointed in

execution of Articles 157 and 159 or who have refused them the on-site communication of all

documents useful for the exercise of their mission, and in particular all contracts, books, documents

accountants and minute books.

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Chapter VII: Offenses Relating to Dissolution

Article 407: Shall be punished by imprisonment of one to six months and a fine of 4,000 to 20

000 dirhams or one of these two penalties only, members of administrative bodies,

management or management of a public limited company which, knowingly, when the net situation of the

company, due to losses noted in the summary statements becomes less than a quarter of the capital

will not have, in the three months following the approval of the accounts showing

these losses, convened the extraordinary general meeting to decide whether to dissolve

anticipated by the company.

Chapter VIII: Infringements Relating to Values

Securities Issued By The Public Limited Company

Section I: Offenses Relating to Actions

Article 408: Shall be punished by imprisonment of one to six months and a fine of 6,000 to 30

000 dirhams or one of these two penalties only, members of administrative bodies,

management or management of a public limited company:

1) who will not have made the calls for funds to achieve the full release of the capital in the

legal deadline;

2) who will have issued or allowed to be issued bonds, when the share capital was not

fully released, subject to the provisions of the 2 nd paragraph of article 293.

Article 409: Shall be punished with a fine of 8,000 to 40,000 dirhams, members of the

administration, direction or management:

1) of which the company will have issued priority dividend shares without voting rights exceeding the

percentage fixed by article 263;

2) who will have precluded the appointment of agents representing the holders of shares to

priority dividend without voting rights and upon the exercise of their mandate;

3) who have failed to consult, under the conditions provided for in Articles 266, 267 and 269, a

special meeting of holders of priority dividend shares without voting rights;

4) for which the company will have depreciated the nominal value of the shares in the capital then

that all of the priority dividend shares without voting rights have not been fully

redeemed and canceled;

5) which the company, in the event of a reduction in capital not motivated by losses, will not have bought back,

in view of their cancellation, the shares with priority dividends without voting rights before the shares

ordinary.

Article 410: Members of the administrative, management or management bodies of a company

anonymous who hold directly or indirectly under the conditions provided for in article 268

priority dividend shares without voting rights in the company they manage will be punished with

penalties provided for in Article 409.

Section II: Offenses Relating to Founder Shares

Article 411: Shall be punished with a fine of 8,000 to 40,000 dirhams, founders, members

administrative, management or management bodies which, from the entry into force of

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this law, issued, on behalf of a public limited company, of founders’ shares.

Section III: Offenses Relating to Obligations

Article 412: Will be punished with a fine of 8,000 to 40,000 dirhams, members of the organs

administration, direction or management of a public limited company which will have issued, on behalf of

this company, negotiable bonds before the company has drawn up the financial statements of

two successive financial years regularly approved by the shareholders and that it does not have two years

of existence, subject to the 2 nd paragraph of article 293.

Article 413: Shall be punished with a fine of 8,000 to 40,000 dirhams, members of the

administration, management or management of a public limited company:

1) who will have issued, on behalf of this company, negotiable bonds which, in the same

issue, do not confer the same debt rights for the same nominal value;

2) who will have issued to bondholders securities on which the form, denomination

company, capital, address of the head office of the issuing company, the date of incorporation of the company,

that of its expiration, the serial number, the nominal value of the security, the rate and the time of payment

of the interest and the conditions of repayment of the capital, the amount of the issue and the guarantees

attached to securities, the unamortized amount on issue, bonds or securities

previously issued loans and, where applicable, the time limit within which the option must be exercised

granted to bondholders to convert their securities into shares as well as the bases of this

conversion;

3) who will have issued, on behalf of this company, negotiable bonds whose value

nominal would be lower than the legal minimum.

Article 414: Shall be punished with imprisonment of one to six months and a fine of 8,000 to 40

000 dirhams or one of these two penalties only:

1) those who knowingly prevented a bondholder from participating in a general meeting

bondholders;

2) those who, by falsely presenting themselves as owners of bonds, will have participated in the vote

in a general meeting of bondholders, whether they acted directly or through an intermediary;

3) those who will have been granted, guaranteed or promised advantages to vote in a certain

meaning or not to participate in the vote, as well as those who will have granted, guaranteed or promised these

advantages.

Article 415: Shall be punished with a fine of 6,000 to 30,000 dirhams:

1) members of administrative, management or management bodies, statutory auditors

accounts or employees of the debtor company or the guarantor company of all or part of the

commitments of the debtor company and their spouses, parents or relatives until 2 th degree

included who will have represented bondholders at their general meeting, or have agreed to be the

representatives of the mass of bondholders;

2) the persons to whom the exercise of the activity of banker or the right to manage or administer

a company in any capacity whatsoever is prohibited, who will have represented the bondholders at the meeting of

bondholders or who have agreed to be the representatives of the mass of bondholders;

3) holders of redeemed and redeemed bonds who have taken part in the meeting of

bondholders;

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4) holders of redeemed and unredeemed bonds who have taken part in the meeting of

bondholders without being able to invoke, to justify the non-repayment, the default of the company or

a dispute relating to the reimbursement conditions;

5) members of the administrative, management or management bodies of a public limited company which

will have taken part in the bondholders’ meeting in respect of the bonds issued by this company and

redeemed by it.

Article 416: Will be punished with a fine of 5,000 to 25,000 dirhams, the president of the assembly

general meeting of bondholders who will not have recorded the decisions of any meeting

general bondholders by minutes, transcribed in a special register kept at the head office and

mentioning the date and place of the meeting, the method of convening, the agenda, the composition of the

office, the number of bondholders participating in the vote and the quorum reached, the documents and reports

submitted to the assembly, a summary of the debates, the text of the resolutions put to the vote and the result of the

votes.

Article 417: The following will be punished with a fine of 10,000 to 100,000 dirhams:

1) members of the administrative, management or management bodies of a public limited company which

have offered or paid to the representatives of the mass of bondholders, a salary or a

remuneration higher than that allocated to them by the meeting or by court decision;

2) any representative of the mass of bondholders who will have accepted a salary or remuneration

greater than that allocated to it by the assembly or by court decision, without prejudice to the

restitution to the company of the amount paid.

Article 418: When one of the offenses provided for in 1) and 2) of article 413 and in articles 415,

416 and 417 was committed fraudulently in order to deprive the bondholders or some of them

on the one hand of the rights attached to their debt title, the fine may be increased to 120,000 dirhams

and imprisonment from six months to two years may, in addition, be pronounced.

Chapter IX: Offenses relating to advertising

Article 419: Shall be punished with a fine of 1,000 to 5,000 dirhams, members of the

administration, management or management of a public limited company that failed to indicate on the

acts or documents emanating from the company and intended for third parties the company name, preceded or

immediately followed by the words “société anonyme” or the initials “SA” or the words

under Article 77 (3 th paragraph), and the saying of the share capital and headquarters.

Article 420: Without prejudice to the application of specific legislation, in particular that relating to

information required from legal entities making a public offering, will be punished with a

imprisonment of one to three months and a fine of 8,000 to 40,000 dirhams or one of these

two penalties only, any founder, administrator or member of the management board who abstains or

refuses in bad faith, to proceed within the legal deadlines either to one or more deposits of

documents or deeds at the court office, or one or more publicity measures provided for by the

this law.

Chapter X: Offenses relating to liquidation

Article 421: Shall be punished by imprisonment of one to three months and a fine of 5,000 to 25,000

dirhams or only one of these two penalties, the liquidator of a company who knowingly:

1) will not have, within thirty days of his appointment published in a newspaper of announcements

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and in addition, in the ” Official Bulletin ” if the company has made a public call for savings, the deed on

appointing liquidator and filing in the court office and registration in the register of

trade in decisions pronouncing dissolution;

2) will not have convened the shareholders, at the end of the liquidation, to rule on the final account, on

discharge of its management and discharge of its mandate, and to record the closure of the liquidation, or

has not, in the case provided for in article 369, filed his accounts with the court office or requested

justice the approval of these.

Article 422: Shall be punished by the penalties provided for in article 421, the liquidator who, knowingly, will have

breached the obligations imposed on him by the provisions of articles 1064 to 1091 of the Dahir of 9

Ramadan 1331 (August 12, 1913) forming the code of obligations and contracts and those of this law,

with regard to the inventory, the establishment of summary statements, the holding of meetings,

informing shareholders and keeping funds and corporate documents.

Article 423: Shall be punished by imprisonment of one to six months and a fine of 8,000 to 40,000

dirhams or only one of these two penalties, the liquidator who, in bad faith:

1) will have made property or credit of the company in liquidation, a use which he knew to be contrary to the interest

economic activity, for personal purposes or to promote another company or business in

which he was directly or indirectly interested in;

2) will have sold all or part of the assets of the company in liquidation contrary to the provisions of

Articles 365 and 366.

Article 424: Is punishable by imprisonment of one to six months and a fine of 4,000 to 20,000

dirhams or one of these two penalties only, any liquidator who distributes

the corporate assets between the shareholders, before the clearance of liabilities or before the constitution of reserves

sufficient to ensure their settlement or which, unless otherwise provided in the articles of association, does not share the

equity remaining, after redemption of the par value of the shares, between the shareholders

in the same proportion as their participation in the share capital.

Title XV: Simplified public limited company between companies

Chapter 1: Applicable provisions

to the simplified public limited company

Article 425: In order to create or manage a joint subsidiary, or to create a company which

will become their common parent, two or more companies can form a company between them

simplified anonymous governed by the provisions of this title.

The simplified joint-stock company between companies is constituted in consideration of the person of its

members.

They freely agree on the organization and functioning of the company, subject to the

provisions below.

The general rules concerning public limited companies do not apply to public limited companies

simplified between companies only insofar as they are compatible with these provisions.

Article 426: Only companies whose capital is at least equal to two million dirhams or to the

equivalent of this sum in foreign currency, may be a member of a public limited company

simplified.

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The company, partner, which reduces its capital below this minimum must, within six months of this

reduction, or raise its capital up to this amount or sell its shares in the

conditions set by the statutes.

Otherwise, the company must dissolve and transform into a company of another form.

Dissolution can be requested from the court by any interested party or the public prosecutor. The tribunal

may grant a maximum period of time for the partner to regularize his situation. He cannot pronounce the

dissolution if, on the day when it rules on the merits in first instance, the regularization has taken place.

Article 427: The company is constituted by statutes signed by all the partners.

The capital that they set must be fully paid up as soon as these articles of association are signed.

The company cannot make a public call for savings.

Article 428: A company of any form may, unanimously, transform into a company

simplified anonymous form between companies if all its partners meet the conditions set out in articles

425 and 426.

Article 429: The articles of association may provide for the inalienability of shares for a period not exceeding

ten years.

They may also subject any transfer of shares to the prior approval of the company. In this

In this case, any assignment that has not received this approval is void.

They may also stipulate that a partner may be required to sell his shares and that if he does not proceed

not upon this assignment, he will be suspended from his non-pecuniary rights.

The articles of association may also impose on the partner whose control, within the meaning of article 144, is modified,

inform the company. The latter may decide to suspend the exercise of the non-pecuniary rights of

that associate and exclude him.

The provisions of the previous paragraph apply to the partner who has acquired this quality following a

merger, split or dissolution.

Article 430: If the articles of association do not specify the calculation of the sale price when the company

implements a clause mentioned in article 429, this price is fixed, in the absence of agreement between the parties, i.e.

expert appointed by order of the president of the court, ruling in summary proceedings. When the actions are

bought back by the company, the latter is required to sell them within six months or to cancel them.

Article 431: The statutory clauses mentioned in articles 429 and 430 cannot be modified

only unanimously.

Article 432: The statutes set the conditions under which the company is managed.

However, the company must have a chairman, appointed initially in the articles of association and, subsequently, from the

manner that these statutes determine.

This president can be a legal person. In this case, the directors of this legal person

are subject to the same conditions and obligations and incur the same civil liability or

criminal only if they were president in their own name, without prejudice to the joint and several

the legal person they manage.

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Article 433: The auditor presents the partners with a report on the agreements

intervened directly or through an intermediary between the company and its chairman or

leaders.

The partners rule on this report.

Non-approved agreements nevertheless produce their effects, at the expense of the person.

interested and possibly for the president and other leaders to support the

harmful consequences for society.

The provisions of the three preceding paragraphs are not applicable to agreements relating to

current operations and concluded under normal conditions.

Article 434: The prohibitions provided for in Articles 62 and 100 apply, under the conditions

determined by these articles, to the president and the directors of the company.

Article 435: The president represents the company with regard to third parties. He is invested with the most

extended to act in all circumstances on behalf of the company within the limit of the corporate purpose.

In relations with third parties, the company is committed even by the acts of the president who does not

are not part of the corporate purpose, unless it proves that the third party knew that the act went beyond this

subject or that he could not ignore it given the circumstances, it being excluded that the only publication

of the articles of association is sufficient to constitute this proof.

The statutory clauses limiting the powers of the president are unenforceable against third parties.

In relations between partners, the powers of the chairman and, where applicable, of the other managers

provided for by the statutes are defined by them. Insofar as the general rules apply

relating to public limited companies, the chairman or the directors designated by the articles of association for this purpose

have all the powers of administration, direction and management.

The rules establishing the liability of the members of the administrative, management or

management are applicable to the chairman and managers of the simplified public limited company between

companies.

Article 436: The statutes determine the decisions that must be taken collectively by the

partners in the forms they foresee.

However, the powers devolved to extraordinary and ordinary general meetings of

public limited companies, with regard to the increase and amortization of the nominal value of the shares of the

capital or capital reduction, merger, demerger, dissolution, appointment of

statutory auditors, summary and profit statements are, under the conditions provided for

by the articles of association, exercised collectively by the partners.

Chapter II: Criminal sanctions

Article 437: The provisions of articles 375 to 383, 386 and 395 to 399 inclusive are applicable to

simplified public limited companies.

Sanctions incurred by members of administrative, management or management bodies

public limited companies are applicable to the chairman and directors of public limited companies

simplified.

The provisions of articles 398, 404 and 405 are applicable to the statutory auditors of

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simplified public limited companies.

Article 438: Will be punished with a fine of 2,000 to 10,000 dirhams, the president of a company

simplified anonymous who will have omitted to indicate on the acts and documents emanating from the company and

intended for third parties, the company name, immediately preceded or followed by the words “company

anonymous simplified “or initials” SAS “, as well as the statement of the amount of share capital and

the head office.

Article 439: The directors of the company will be punished with a fine of 2,000,000 dirhams

simplified anonymous who will have made a public call for savings.

Article 440: The provisions of articles 437 to 439 are applicable to any person who has exercised

effectively, directly or through an intermediary, the management of a public limited company

simplified in the name and in place of the president and the directors of the company.

Title XVI: Miscellaneous and transitional provisions

Article 441: All deadlines provided for by this law are clear deadlines.

Article 442: In the event that one of the penalties provided for in this law is pronounced, the court may

order at the costs of the convicted person, either the full inclusion or by extract of his decision in the

newspapers it designates, or posting in the places it indicates.

In addition, the court may pronounce commercial forfeiture in accordance with the provisions of

articles 717 and 718 of the French Commercial Code.

Article 443: This law is applicable to companies which will be incorporated in the territory of the

Kingdom from the date of entry into force of the provisions relating to the register of

trade appearing in Book I of Law No. 15-95 for the Commercial Code. However, the formalities

constitutive elements completed previously will not have to be renewed.

Article 444: (article modified by Dahir n ° 1-99-327 of December 30, 1999 promulgating

Law No. 81-99; B. O n ° 4758 of January 6, 2000)

Companies incorporated prior to the date of publication of this law will be subject to

its provisions at the end of the third year following that of its entry into force or from the

publication of the modifications made to the statutes in order to bring them into line with the aforesaid

provisions.

The purpose of harmonization is to repeal, modify and replace, if necessary, the

statutory provisions contrary to the mandatory provisions of this law and to provide them

the supplements that the said law makes compulsory. It can be accomplished by amendment to the

old statutes or by adopting new statutes.

It can be decided by the shareholders’ meeting under the conditions of validity of the decisions.

ordinary, notwithstanding any legal or statutory provisions to the contrary, provided that

modify, in substance, only the clauses incompatible with this law.

However, the transformation of the company or the increase of its capital by a means other than

the incorporation of reserves, profits or issue premiums may only be carried out within the

conditions required for the modification of the articles of association.

Article 445: If for any reason, the shareholders’ meeting could not decide

regularly, the project to harmonize the statutes will be submitted for approval by the president of the

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court ruling in summary proceedings at the request of the legal representatives of the company.

Article 446: If no harmonization is necessary, it is noted by the assembly of

shareholders whose deliberation is the subject of the same publicity as the decision amending the articles of association.

This law is applicable to the company from the completion of these formalities.

Article 447: In the absence of harmonization of the statutes with the provisions of this law in

the deadline prescribed above, the statutory clauses contrary to these provisions will be deemed not

written at the end of this period.

Article 448: In the absence of having increased the share capital, at least to the nominal amount provided for in article

6, public limited companies whose capital is less than this amount must, before the expiry of the

deadline, pronounce their dissolution or transform into a company of another form for which

the legislation in force does not require a minimum capital greater than the existing capital.

Companies which have not complied with the provisions of the previous paragraph will be dissolved.

as of right at the end of the allotted time.

Article 449: The directors of companies who, voluntarily, have not placed or caused to be put

statutes in harmony with the provisions of this law shall be liable to a fine of 2,000 to

10,000 dirhams.

The court will set a new deadline, which may not exceed six months, within which the statutes must

be brought into harmony with the provisions of this law.

If this new deadline is not observed, the directors concerned will be liable to a fine.

from 10,000 to 20,000 dirhams.

Article 450: This law does not repeal the legislative and regulatory provisions to which

companies subject to a special regime are liable.

The clauses of the articles of association of these companies, in accordance with the legislative provisions repealed by article

451, but contrary to the provisions of this law not covered by the special regime of the aforesaid

companies, will be brought into harmony with this law. To this end, the provisions of Articles 444 to

449 are applicable.

Article 451: (article modified by Dahir n ° 1-99-327 of December 30, 1999 promulgating

Law No. 81-99; B. O n ° 4758 of January 6, 2000).

Are repealed, subject to their transitional application until the expiration of the third year to

from the date of entry into force of this law to companies that have not implemented

in harmony with their statutes, the provisions relating to the matters governed by this law and

in particular the following texts as they have been modified or supplemented:

1) the provisions of Title IV of the Dahir of 9 Ramadan 1331 (12 August 1913) forming the Commercial Code,

in that they relate to public limited companies;

2) the provisions of the dahir of 17 hija 1340 (11 August 1922) relating to capital companies, in this

that they relate to public limited companies.

The provisions of this law are not applicable to public limited companies with variable capital.

and to workers’ participation companies which remain governed by the provisions of the aforementioned dahir

of 17 hija 1340 (August 11, 1922);

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3) the provisions of the dahir of 29 chaoual 1374 (20 June 1955) on the founders’ shares issued by

companies, in that they concern public limited companies;

4) the provisions of the dahir of 21 hija 1374 (August 10, 1955) establishing a preferential right of

subscription to capital increases for the benefit of shareholders, insofar as they relate to

limited companies.

Article 452: (article modified by Dahir n ° 1-99-327 of December 30, 1999 promulgating

Law No. 81-99; B. O n ° 4758 of January 6, 2000).

Public limited companies which issued founders’ shares before the publication of this law,

must proceed, before the expiration of the third year following the date of said publication, either to

redemption, or the conversion of these securities into shares.

Conversion or redemption are decided by the extraordinary general meeting of shareholders.

The penalties provided for in Article 411 are punishable by members of the administrative and management bodies

or management that has not fulfilled the obligation provided for in this article.

Article 453: The references to the provisions of the texts repealed by article 451 contained in the

legislative or regulatory texts in force apply to the corresponding provisions enacted

by this law.

Article 454: Pending the establishment of competent courts for the settlement of

disputes between traders or for the application of this law, a ruling will be made on

said disputes in accordance with the legislation in force.

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