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 ......................................................................... 9 IV. COMPANY’S HISTORY ............................................ Error! Bookmark not defined. V. SPECIFIC INFORMATION FOR EACH CFC STATUS CATEGORY ............................... 15 VI. LIST OF DOCUMENTS TO BE ATTACHED ...................................................... 24 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] ; • 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. 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; 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 and fax numbers Telephone : 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 Telephone and fax numbers of the person responsible for liaising with the auditor Téléphone: 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? III. COMPANY’S EMPLOYEES 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.) 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 CFC Status Annual Report 2015 10 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 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 11 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 12 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 13 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 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 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 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 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 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 should reasonably be made aware? Yes No Yes No Yes No Yes No Yes No Yes No 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 14 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: Business activity requiring a license Authority granting the license Date of license granting (if new) Date of license renewal Date of license cancellation In the event that a licence was not renewed or cancelled by the authority, please provide an explanation: • Fund’s name & country of incorporation For companies managing one or several investment funds, please provide the following information for each investment fund under management : Focus and investment strategy (asset classes, targeted countries and areas, ..) CFC Status Annual Report 2015 Fund’s total size (M MAD) Total investment in Africa (M MAD) Short description of assets located in Africa 15 • Export revenue* and ratio of export revenue to total revenue: 2014 (MAD M) Total revenue 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 100% 2015 (%) 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 (MAD M) 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 2015 (%) 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 16 • List of countries by export revenue and the percentage of total revenue accounted for by each country: Export revenue 2015 (MAD M) % of total revenue Country 1 Country 2 Country 3 .. Country n • Revenue breakdown by major financial services (FS) category: Revenue 2015 (MAD M) % of total revenue FS 1 FS 2 FS 3 .. Others CFC Status Annual Report 2015 17 B. Professional services providers • Export revenue and ratio of export revenue to total revenue: 2014 (MAD M) Total revenue 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 100% 2015 (%) 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 (MAD M) 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 2015 (%) 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 18 • List of countries by export revenue and the percentage of total revenue accounted for by each country: Export revenue 2015 (MAD M) % of total revenue Country 1 Country 2 Country 3 .. Country n • Revenue breakdown by main business lines: Revenue 2015 (MAD M) % of total revenue 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 19 C. Regional headquarters • Entity’s name 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 Country Description of the entity’s main business line(s) Description of operations/services 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 20 • Export revenue and ratio of export revenue to total revenue: 2014 (MAD M) Total revenue 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 100% 2015 (%) 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 (MAD M) 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 2015 (%) 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 21 D. Holding companies Please provide a comprehensive list of entities in which the holding company owns a stake by completing the following table: Entity’s name Country of incorporation Main business line(s) Acquisition date % stake in the entity Investment amount (MAD M) 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 22 • Export revenue and ratio of export revenue to total revenue: 2014 (MAD M) Total revenue 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 100% 2015 (%) 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 (MAD M) 2014 (%) 2015 E (MAD M) 2015 actual (MAD M) 2015 (%) 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 23 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) Documents for all CFC status categories Tick the box if document 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 24