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CFC STATUS ANNUAL REPORT

2015

Company’s name:

CFC status category (FS/PS/HQ/Holding):

Trade register number:

Tax ID number:

Date report submitted:

Please send this report, duly completed and signed, with the required documents by e-mail
to: cfcstatus@cfca.ma
CONTENTS

INTRODUCTION ........................................................................................... 3

PERSON AUTHORISED TO COMPLETE THIS REPORT ................................................. 4

I. UPDATING GENERAL INFORMATION ABOUT THE COMPANY ................................. 5

II. CORPORATE STRATEGY ......................................... Error! Bookmark not defined.

III. COMPANY’S EMPLOYEES ........................................................................ 11

IV. COMPANY’S HISTORY ............................................ Error! Bookmark not defined.

V. SPECIFIC INFORMATION FOR EACH CFC STATUS CATEGORY ............................... 16

VI. LIST OF DOCUMENTS TO BE ATTACHED ...................................................... 25

CFC Status Annual Report 2015 2


INTRODUCTION

Casablanca Finance City Authority (CFCA) is responsible for managing and promoting Casablanca Finance City under
Law 44-10 relating to the CFC status, amended and completed by Law 68-12, and under their application decrees.

The CFC status, established by Law 44-10, is a label giving entitlement to an attractive package of advantages
including tax incentives, foreign exchange control facilitation measures and other benefits making it easier to do
business. The CFC status is granted by the CFC Commission, chaired by the Minister of the Economy and Finance,
upon CFCA’s proposal.

As soon as this status has been granted, companies with the CFC status are obliged to comply with certain legal
requirements, particularly in terms of reporting. This annual report falls within this context.

WHO MUST COMPLETE THIS REPORT?

All companies with the CFC status are legally obliged to complete and file this annual report and submit it to
Casablanca Finance City Authority. This report, which is to be completed by all CFC companies on an annual basis,
must accurately, precisely and clearly reflect all key events and major data points for the financial year in
question. A detailed list of documents to be attached to this report is provided in the final section.

HOW TO COMPLETE THIS REPORT?

This annual report must cover the financial year 2015 for all companies having acquired the CFC status and
incorporated before the 31st of December 2015. However, for CFC companies established during the course of 2015,
the report should cover the period from date of the company’s set up to the end of 2015.

Please note that all sections are mandatory and should be completed. For the final section, the company should
complete only that sub-section relating to its CFC status category (financial institution, professional services
provider, regional headquarter or holding company).

WHAT IS THE DEADLINE FOR SUBMITTING THIS ANNUAL REPORT?

This report must be submitted before the 31st of March 2016. However, for companies whose financial period
ends on June 2016, the completed report should be submitted before the 31st of March 2016 with all the requested
documents except the financial statements, which will be submitted after the financial year date of close.

HOW TO SUBMIT THIS REPORT?

This report must be submitted only by e-mail to the following address: cfcstatus@cfca.ma. The email should have
the following format:
 The subject must read “Annual Report 2015” and be followed by the exact company name
 Must contain the following three items as separate file attachments:
 This report, duly completed online (.doc version) and signed on page 4 (electronic signature or with
page 4 printed, signed, scanned and attached to the email);
 All forms (section IV-B), completed and signed by the new directors and managers, grouped together
in a single document and scanned;
 All documents required in the final section must be grouped together in a single document and scanned
(scanned copy of the original documents)

CFC Status Annual Report 2015 3


FOR WHAT PURPOSE WILL THE INFORMATION CONTAINED IN THIS REPORT BE USED?

The information contained in this report is confidential and will be used exclusively by Casablanca Finance City
Authority. However, Casablanca Finance City Authority may be required, if necessary, to share information
provided in this report with the regulatory authorities. The information provided will not be shared under any
circumstance with a private sector company or be made public.

PERSON AUTHORISED TO COMPLETE THIS REPORT

DECLARATION OF THE PERSON COMPLETING THIS REPORT ON BEHALF OF THE COMPANY (this same person will
be the company’s main and sole contact with CFCA regarding any question or request for additional information
relating to this report)

I declare the following:

• I am duly authorised to complete this annual report on behalf of [company’s name] ;


• All information contained in this report (including the attached documents) is accurate and complete, to the
best of my knowledge, understanding and opinion, following all reasonable checks;
• If, at any time after submitting this declaration, I become aware of (any) major change(s) to the information
provided (including the attached documents), I undertake to inform Casablanca Finance City Authority (and
any other regulatory authority in question) of such (a) change(s) in writing as quickly as possible.

IMPORTANT

Knowingly or carelessly providing false or misleading information to CFCA or any other organisation acting on
behalf of CFCA shall constitute a violation of laws governing CFC, their application decrees and CFC’s Code of
Ethics.

Name: Name:
Person’s name and position
Position:

Date (DD/MM/YYYY)

Signature

CFC Status Annual Report 2015 4


I. UPDATING GENERAL INFORMATION ABOUT THE COMPANY

Throughout this entire section, please complete only those boxes for which there has been a change since the later of (i)
the previous annual report’s filing date (ii) the date when CFC status was obtained and (iii) the date of the most recent
notification of changes submitted to CFCA. Please provide further details of any change in the 3rd column.

Company’s name

Legal form

Share capital

Registered office address

Main address (if different


from registered office
address)

Company’s main telephone Telephone :


and fax numbers
Fax :

Company’s General Manager

Surname and first name

Position

Email address

Telephone number

Main CFCA’s contact

Surname and first name

Position

Email address

Telephone number

CFC Status Annual Report 2015 5


SHAREHOLDERS AND CORPORATE GOVERNANCE

If there has been any change to the company’s


shareholder structure in 2015, please provide a list of
new shareholders and reasons for this change

(refer to section VII for the documents required in the


event of any change to the company’s shareholders)

Please provide information about the company’s


majority shareholders including name, stake (%) and
main business activities when the shareholder is a
legal entity

Please state and explain the reasons for any change


occurring in 2015 relating to corporate governance

Date of the most recent AGM

 …
 …
Please provide details of any important decisions
 …
taken at the AGM relating to how the company is
 …
organised, run and managed
 …
 …

Has there been an Extraordinary General Meeting? If


so, please provide details of any changes or
decisions?

CFC Status Annual Report 2015 6


UPDATING AUDITOR’S RECORD

(TO BE COMPLETED IF APPLICABLE AND ONLY IN THE EVENT OF ANY CHANGE)

Auditor’s name

Auditor’s address

Name and first name of the person responsible for


liaising with the auditor

Téléphone:
Telephone and fax numbers of the person responsible for
liaising with the auditor
Fax:

Email address of the person responsible for liaising with


the auditor

Auditor’s appointment date (DD/MM/YYYY)

Name of any professional organisation to which the


auditor has links

CFC Status Annual Report 2015 7


II. CORPORATE STRATEGY

II-1 KEY EVENTS

Please describe in detail the key events and figures of 2015 relating to the company’s business operations and activities:

II-2 STRATEGY AND BUSINESS OPERATIONS

Please provide the following detailed information relating to financial year 2015:

 …
 …
 …
Company’s main business lines
 …
 …

 …
 …
Secondary business lines
 …
 …

Are these business lines the same as those


stated in the original business plan submitted
to CFCA? Are there any new business lines not
previously anticipated? If so, what are they?

CFC Status Annual Report 2015 8


 …
 …
Please provide a list of the all countries in  …
which the company has conducted  …
business in 2015, particularly those in  …
Africa  …
 …
 …

Has the country achieved the goals


outlined in its original business plan
regarding its geographic coverage in
Africa? If not, please explain why not.

Please describe the overall corporate


strategy in 2015

Please state if there has been any major


change to the overall strategy outlined in
the business plan submitted to CFCA and
the reasons for any change

Please state if the company has


encountered any particular difficulties or
obstacles in 2015. What was the impact on
the company’s operations/strategy in
2015?

CFC Status Annual Report 2015 9


What are the company’s growth
prospects in 2016 (new business lines,
target countries, product launches,
recruitment, partnerships etc.)

CFC Status Annual Report 2015 10


III. COMPANY’S EMPLOYEES

A. STAFF CHANGES

III.A 1 What is the total number of salaried staff at


end of December 2015?

III.A 2 What is the number of new recruitments in


2015?
III.A 3 Is the number of new recruitments in 2015 in
line with the business plan submitted when
applying for the CFC status?

If not, please provide explain why not

B. NEW EMPLOYEES OCCUPYING THE POSITION OF DIRECTOR OR MANAGER

This form (pages 11, 12, 13, 14 and 15) must be duly completed and signed by persons occupying the position of director
or manager since the later of (i) the previous annual report’s filing date (ii) the date when the CFC status was obtained
and (iii) the date of the most recent notification of changes submitted to CFCA.

III.B-1 Person’s exact position

III.B-2 Name

III.B-3 First name(s)

III.B-4 Former name(s) (if applicable)

Date of name change

III.B-5 Date and place of birth (DD/MM/YYYY)

III.B-6 Nationality

III.B-7 National identity card number

III.B-8 Passport number (foreigners)

III.B- 9 Telephone number(s)

III.B-10 Email address

CFC Status Annual Report 2015 11


III.B-11 Please provide detailed information about the
person’s relevant experience in relation to the position
held within the company

III.B-12 What are the person’s qualifications and higher


educational background?

CFC Status Annual Report 2015 12


Please reply to the following questions

YES NO
1. Has the person previously been convicted or found guilty of a violation
involving fraud, theft, false accounting, serious tax offences, dishonesty,
money laundering, market manipulation, insider trading or any other crime
related to the financial sector?

2. Has the person previously been prevented from taking up, revoked or
requested to resign from any paid or unpaid profession, position or job, office
or employment, position of trust or trustee position?

3. Has the person previously been refused the right, restricted or suspended from
carrying out a commercial activity, business or profession for which a license,
registration, authorisation or any other type of special approval is required?

4. Has the person previously been prevented by a court or regulator of a


competent jurisdiction from serving as a company director or acting in any
other managerial capacity for any business, company or other legal entity?

5. Has the person previously been reprimanded, denounced, suspended, expelled,


fined, investigated or disciplined by any overseas regulator or government
authority or other regulatory authority or self-regulatory authority or similar
organisation?

6. Has the person previously resigned or been obliged to resign from any business,
company or any other legal entity when under investigation by such an
organisation?
7. Has a business, company or other legal entity in any country or jurisdiction
previously been dissolved, liquidated, ceased operations, placed in receivership
or under administration or negotiated an agreement with its creditors at a time
when this person was a director, partner or otherwise involved in the
management of this entity or within a one-year period prior to the dissolution of
this company?

8. Has the person previously been the subject of an unfavourable ruling by a court
of competent jurisdiction in a case of fraud, professional misconduct, illegal
trading or other misconduct?

9. Has the person previously been involved in the management of a business,


company or legal entity that has been investigated for bad practice or conduct?

10. Has the person previously been the subject of disciplinary procedures ordered by
a government agency, institution or other self-regulatory organisation or
professional organisation?

11. Has the person previously been the subject of a formal complaint in respect of
permitted activities on account of his character, competence or financial
soundness?

12. Has the person previously violated financial services legal provision, rule, code of
practice or principle or any other standard stipulated or adopted by an overseas
regulatory body or similar organisation?

CFC Status Annual Report 2015 13


Additional information

If the person has replied “Yes” to any of the questions above, please provide details in the space below.

Declaration

I certify that the information given is true, correct and complete to the best of my knowledge and opinion. I understand
that knowingly or carelessly providing false, misleading or untrue information to Casablanca Finance City Authority or
concealing certain information which, as a result, is likely to mislead or deceive Casablanca Finance City Authority,
constitutes a violation of the law and CFC’s rules.

Name:
Employee’s name and position
Position:

Date (DD/MM/AAAA)

Signature

CFC Status Annual Report 2015 14


IV. COMPANY’S HISTORY

During 2015:

IV.1 Is the company or one of its directors or any related


entity or any of its directors currently or has previously
been the subject of a public, regulatory, civil or criminal
Yes No
enquiry or has been involved in any disciplinary
proceedings?

IV.2 Is the company or one of its directors or any related


entity or any of its directors currently or has previously
received a penalty, sanction, fine or disciplinary order Yes No
from a government department or organisation?

IV.3 Has the company or any related entity in any


country or jurisdiction been dissolved, liquidated,
ceased operations, placed in receivership or under
Yes No
administration or negotiated an agreement with its
creditors?

IV.4 Does the company or any related entity have any


distressed debt (i.e. due but unpaid) or judgments made
Yes No
against them?

IV.5 Has the company or any related entity ever had a


licence revoked or refused by an overseas regulatory
authority or has voluntarily withdrawn an application to Yes No
an overseas regulatory authority for such a license?

IV.6 Are you aware of any other major issues occurring


in 2015 of which Casablanca Finance City Authority
Yes No
should reasonably be made aware?

IV.7 If the company has replied “Yes” to any of the


questions in this section, please state in detail the
circumstances and the outcome in respect of the item
concerned and attach any appropriate document in
connection with this question.

CFC Status Annual Report 2015 15


V. SPECIFIC INFORMATION FOR EACH CFC STATUS CATEGORY

A. Financial institutions

• Acquiring, cancelling or renewing a license from a financial authority

If, during 2015, the company acquired a new license or renewed or cancelled an existing license, please
provide the following information:

Date of license Date of license Date of license


Business activity requiring a license Authority granting the license
granting (if new) renewal cancellation

 In the event that a licence was not renewed or cancelled by the authority, please provide an explanation:

• For companies managing one or several investment funds, please provide the following information for
each investment fund under management :

Fund’s name & Fund’s Total


Focus and investment strategy (asset classes, Short description of assets
country of total size investment in
targeted countries and areas, ..) located in Africa
incorporation (M MAD) Africa (M MAD)

CFC Status Annual Report 2015 16


• Export revenue* and ratio of export revenue to total revenue:

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Total revenue 100% 100%

Export revenue

If 2015 revenue is significantly different from the estimated revenue stated in the business plan submitted,
please provide an explanation:

* Export revenue: According to Article 7-IV of the General Tax Code, export revenue is defined as the latest sale of goods
produced or the latest service provided on Moroccan soil for the direct and immediate purpose of generating an export sale.
Services exports include operations which are consumed or used overseas resulting in a foreign currency-denominated sale.

• Revenue breakdown by geographical zone (Morocco, Africa and ex-Africa):

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Morocco

Africa (ex-Morocco)

Ex-Africa

If 2015 Africa revenue is significantly different from the estimated revenue stated in the business plan
submitted, please provide an explanation:

CFC Status Annual Report 2015 17


• List of countries by export revenue and the percentage of total revenue accounted for by each country:

Export revenue
2015 % of total revenue
(MAD M)

Country 1

Country 2

Country 3

..

Country n

• Revenue breakdown by major financial services (FS) category:

Revenue 2015
% of total revenue
(MAD M)

FS 1

FS 2

FS 3

..

Others

CFC Status Annual Report 2015 18


B. Professional services providers

• Export revenue and ratio of export revenue to total revenue:

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Total revenue 100% 100%

Export revenue

If 2015 revenue is significantly different from the estimated revenue stated in the business plan submitted,
please provide an explanation:

• Revenue breakdown by geographical zone (Morocco, Africa and ex-Africa):

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Morocco

Africa (ex-Morocco)

Ex-Africa

If 2015 Africa revenue is significantly different from the estimated revenue stated in the business plan
submitted, please provide an explanation:

CFC Status Annual Report 2015 19


• List of countries by export revenue and the percentage of total revenue accounted for by each country:

Export revenue
2015 % of total revenue
(MAD M)

Country 1

Country 2

Country 3

..

Country n

• Revenue breakdown by main business lines:

Revenue 2015
% of total revenue
(MAD M)

Business line 1

Business line 2

Business line 3

..

Others

• Please provide any other information or document relating to the company’s regional footprint in Africa.

CFC Status Annual Report 2015 20


C. Regional headquarters

• Please provide a list of Group entities with which the company has conducted business and operations as
well as a description of such business and operations

Description of the entity’s main business Description of operations/services


Entity’s name Country
line(s) provided to the entity

Entity 1

Entity 2

Entity 3

Entity 4

Entity 5

….

Entity n

• Please provide a detailed organisational chart of the Group that also shows capitalistic links between the group’s
entities

CFC Status Annual Report 2015 21


• Export revenue and ratio of export revenue to total revenue:

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Total revenue 100% 100%

Export revenue

If 2015 revenue is significantly different from the estimated revenue stated in the business plan submitted,
please provide an explanation:

• Revenue breakdown by geographical zone (Morocco, Africa and ex-Africa):

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Morocco

Africa (ex-Morocco)

Ex-Africa

If 2015 Africa revenue is significantly different from the estimated revenue stated in the business plan
submitted, please provide an explanation:

CFC Status Annual Report 2015 22


D. Holding companies

 Please provide a comprehensive list of entities in which the holding company owns a stake by completing the
following table:

Country of % stake in Investment


Entity’s name Main business line(s) Acquisition
incorporation the entity amount (MAD M)
date

Entity 1

Entity 2

Entity 3

Entity 4

Entity 5

….

Entity n

• Please provide a clear and detailed diagram showing the holding company’s direct and indirect stakes with
percentage ownership
• Please provide the necessary information about subsidiaries (overview, business lines, past performance
etc.)

CFC Status Annual Report 2015 23


• Export revenue and ratio of export revenue to total revenue:

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Total revenue 100% 100%

Export revenue

If 2015 revenue is significantly different from the estimated revenue stated in the business plan submitted,
please provide an explanation:

• Revenue breakdown by geographical zone (Morocco, Africa and ex-Africa):

2014 2015 E 2015 actual


2014 (%) 2015 (%)
(MAD M) (MAD M) (MAD M)

Morocco

Africa (ex-Morocco)

Ex-Africa

If 2015 Africa revenue is significantly different from the estimated revenue stated in the business plan
submitted, please provide an explanation:

CFC Status Annual Report 2015 24


VI. LIST OF DOCUMENTS TO BE ATTACHED

Please attach the following documents to your annual report and tick the appropriate box in the right
column if the document has been attached to the report (to facilitate the document verification
process)

Tick the box


if document
Documents for all CFC status categories
attached to
the report
Financial statements (certified for SAs and SARLs if revenue exceeds MAD 50 million) for financial
year 2015 and a comparison with the previous financial year

A copy of the company’s new Articles if amended

Minutes of the most recent AGM

The company’s organisational chart specifying employees’ names, first names and functions

A copy of the new shareholder structure in the event of any changes

If the company is a member of a group, please provide a new organisational chart in the event of
any major change to the group’s organisational structure
CNSS (social security) filing document at 31 December 2015 providing the list of salaried staff
(only if not already sent to CFCA)

Documents to be provided by financial institutions

In the event of a new license or the renewal of an existing license, a copy of the license granted
by the financial authority

Documents to be provided by regional headquarters:

Detailed organisational chart showing the cross shareholding links between the group entities

Documents to be provided by holding companies:

Clear and detailed diagram showing the holding company’s direct and indirect stakes with
percentage ownership

Summary presentation of the various subsidiaries (name, country, business lines, history,..)

Any document showing capital links to companies where the CFC holding has a stake

CFC Status Annual Report 2015 25

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