Managem S A : Résumé du document de référence traduit en Anglais

Managem

Summary of the Information Package related to the Update of the Commercial Paper

Issue Program for the 2021 Fiscal Year and the First Half of 2022

Date of initial implementation of the Program	December 2017
Date of last program update	December 2021
Ceiling of the issue program	MAD1 000,000,000

Financial Advisor	Placement Agent
ATTIJARI FINANCES CORP.	ATTIJARIWAFA BANK

Registration of the Moroccan Capital Market Authority (AMMC)

In accordance with the provisions of the circular of the Moroccan Capital Market Authority (AMMC), this Reference Document was registered by the AMMC on January 4, 2023, under the reference EN/EM/001/2023.

This Reference Document can be used as a basis for canvassing or for collecting orders as part of a financial operation only if it is part of a prospectus duly approved by the AMMC.

Annual Update of the Information Package on the Commercial Paper Issue Program:

As of the registration date of this reference document, the AMMC has approved the annual update of the information package relating to the commercial paper issue program. The said file is composed of:

• This reference document;
• The note relating to the commercial paper issue program registered by the AMMC on December 30,2019, under the reference

EN/EM/027/2019 and available via the following link:

http://www.ammc.ma/sites/default/files/Note_BT_Managem_027_2019_0.pdf

The said update was approved by the AMMC on January 4, 2023, under the reference VI/EM/001/2023.

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DISCLAIMER

The Moroccan Capital Market Authority (AMMC) approved on January 4, 2023, under the reference VI/EM/001/2023 the annual update of the information package relating to the commercial paper issue by Managem.

The information package approved by the AMMC is available at any time at Managem's headquarters, on Managem's website (http://www.managemgroup.com/medias/communiques-et-publications-0) and from the financial advisor. It is also available within a maximum period of 48 hours from the order-collecting institutions.

The information package is available to the public on the AMMC website www.ammc.ma.

This summary has been translated by LISSANIAT under the joint responsibility of the said translator and Managem. In the event of any discrepancy between the contents of this summary and the AMMC-approved information package, only the approved information package shall prevail.

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1. PRESENTATION OF THE OPERATION

I.1. Overall characteristics of the operation

In accordance with the provisions of Article 15 of Law 35-94 promulgated by Dahir 1-95-3 of Shaʽban 24, 1415 (January 26, 1995) and Order 2560-95 of the Minister of Finance and Foreign Investment of October 9, 1995 relating to negotiable debt securities (NDS), Managem S.A. issues commercial paper to the public, bearing interest and representing a right to claim for a period of less than or equal to one year.

The Board of Directors, meeting on September 18, 2017, authorized the issuance of Commercial Paper with a ceiling of MAD 1,000,000,000 and granted full powers to Mr. Imad Toumi, Chairman and Chief Executive Officer of Managem S.A., to define the characteristics of each issue carried out under the program.

To this end, Managem S.A. will issue commercial paper to the public, bearing interest to represent a debt claim, for a term of less than or equal to one year.

In accordance with the provisions of Article 15 of Law 35-94 promulgated by Dahir 1-95-3 of Shaʽban 24, 1415 (January 26, 1995) and Order 2560-95 of the Minister of Finance and Foreign Investment of October 9, 1995 relating to negotiable debt securities, Managem S.A. has prepared this information package with the Advisory Body relating to its business, economic and financial situation and its issuance program.

Pursuant to article 17 of said law, and as long as the negotiable debt securities are in circulation, this file will be updated annually within 45 days after the Ordinary Shareholders' Meeting called to approve the financial statements for the last financial year.

Pursuant to the provisions of the second paragraph of Article 17 of Law 35-94, Managem S.A. will update our notice relating to the commercial paper issuance program at least 15 days prior to the effective date of any change in the characteristics of said program.

Managem S.A. will immediately update the information package in the case of any event likely to have an impact on changes in the price of the securities issued or on the successful completion of the issuance program.

I.2. Objectives of the operation

Managem S.A. aims to issue commercial paper in order to:

• optimize the cost of short-term financing by partially replacing existing bank loans with commercial paper;
• meet its one-off cash requirements;
• diversify sources of financing.

I.3. Target investors of the program

The investors targeted by issuance under the Commercial Paper Program are as follows:

• Individuals or legal entities, resident or non-resident of Moroccan or foreign nationality.

I.4. Program characteristics

Program Ceiling	MAD 1 000 000 000

Distribution of the overall ceiling

among different types of instruments Not Applicable or tranches

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	Authorized duration of the issuance		Undefined
	program
Source: Managem
I.5. Characteristics of the securities to be issued
	Nature of securities		Dematerialized Negotiable Debt Securities by registration with the Central
			Depository (Maroclear) and registered in accounts with authorized affiliates.
	Face value per unit		MAD 100 000
	The maximum outstanding amount (in		1 000 000 000 MAD
	value)
	Maximum outstanding (in securities)		10 000
	Legal form of securities		Commercial papers out to bearer
	Maturity		Between 10 days et 12 months
	Interest Rate		Fixed for each issue depending on market conditions
	Interest		Post-counted
	Coupon Payment		In fine, at due date of each commercial paper
	Repayment		In fine, at due date of each commercial paper
	Commercial Paper Rank		The ranking is similar to an ordinary debt contracted by the Company. The
			commercial paper program is not subordinated to any other debt of the
			Company.
	Guarantee		The issuance program of commercial paper has no specific guarantee
	Rating		The issue is not rated
	Tradability		There are no restrictions imposed by the terms of issue on the marketability of
			the commercial paper issued. The securities are negotiable over-the-counter
	Vesting Date		To be defined at the time of each issue
	Maturity Date		To be defined at the time of each issue
	Assimilation Clause		Commercial paper issued is not assimilated to securities of a previous issue.
Source: Managem

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I.6. Placement syndicate and financial intermediaries

Type of financial intermediaries

Entity

Address

	163, Avenue Hassan II
Financial Advisor	Attijari Finances Corp.
	Casablanca
	2, boulevard Moulay Youssef
Placement Agent	Attijariwafa bank
	Casablanca
	2, boulevard Moulay Youssef
Account holding institution	Attijariwafa bank
	Casablanca
	2, boulevard Moulay Youssef
Securities financial services	Attijariwafa bank
	Casablanca
Source: Managem

Attijari Finances Corp. is a 100.0% subsidiary of Attijariwafa bank, which has the same reference shareholder as Managem, namely AL MADA.

I.7. Subscription period

Each time Managem S.A. shows a cash need, Attijariwafa bank will open the subscription period at least 3 working days before the dividend entitlement date.

It should be noted that the subscription period could be closed early as soon as the placement of the entire issue has been completed.

I.8. Identification of subscribers

Prior to the completion of the subscription, the placement institution must ensure that the subscriber's representative has the capacity to act either in their capacity as legal representative or under a power of attorney at their disposal.

The placement agent must ensure that the subscriber belongs to one of the categories defined below. To this end, they must obtain a copy of the document certifying this and attach it to the subscription form.

Category	Documents to be attached
Associations	Photocopy of the Articles of Association and photocopy of the receipt of
	the file deposit
Minor Children	Photocopy of the page of the family record book attesting to the child's
	date of birth
UCITS under Moroccan law	Photocopy of the approval decision attesting that it belongs to this category.
	▪ For Mutual Funds, the number of the certificate of deposit at the court
	registry
	▪ For Investment companies with variable capital (SICAVs), the number of the
	commercial register and the certificate of deposit at the court registry.
Foreign legal entities	Model of entries in the commercial register or equivalent
Moroccan legal entities	Model of entries in the commercial register
Non-residents and non-Moroccans	Photocopy of the pages of the passport containing the identity of the person as
natural persons	well as the issue and expiry dates of the document
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