COSUMAR ANNUAL REPORT · The year 2013 was marked by significant changes in the environment of...

ANNUAL REPORTCOSUMAR

2013

CO

SUM

AR

ANNUA

L REP

ORT

The year 2013 was marked by significant changes in the environment of COSUMAR’S activity. Our priority was to strengthen our competitiveness to bring further added value to our customers, to the final consumers, to our shareholders and to all of our partners.

Increasing energy costs have significantly impacted the Group results and have de facto overshadowed the impact of good agricultural and industrial performance. Consequently our Group net income fell by almost 14% to MAD 629 million, thereby not reflecting the significant effort towards progress that have been constantly made so far.

Considering the satisfaction of our consumers and clients a priority among our concerns, we have continued to implement various plans of optimization and upgrading to ensure and improve the quality of our products which guarantee such satisfaction.

In keeping up with our goal of sustainable development for the national industry, as announced in 2012 we have increased the national sugar's consumption coverage through local production from 20% in 2012 to 30% in 2013 through better operating performance.

This increase is the result of several years of effort being jointly led with all our partners for the sustainable development of a modern and competitive sugar industry able to contribute significantly to our mission as a sugar supplier in the domestic market.

We are building on this momentum in order to achieve the objectives announced in the 2020 roadmap which includes significant investments from COSUMAR for the further development of the agricultural and industrial sectors.

Today, the Group’s overall production capacity, amounting to 1.65 million tons of refined white sugar per year enables us to meet local needs and to consider exporting.

Mohammed FIKRATChief Executive Officer

A word from the CEO

COSUMAR ANNUAL REPORT 20134

Our first exports of refined sugar were made in 2013 to Africa, Europe and Asia, which proves that our sugar meets international standards. All these initiatives highlight our ability to grow and build our vocation as a regional and international agro-industrial Group.

This vocation is supported by the strong commitment of our teams who deploy the know-how and business expertise required to achieve our competitiveness objectives set in our corporate project «Cap to Excellence 2016».

In this context, the ongoing IMPROVE project on the redesign of our IS and its alignment with the best sectoral practices is a positive catalyst for our corporate project.

Our aim is to fulfill our growth objective while meeting our corporate responsibility for the sustainable development of our ecosystem.

For our millions of consumers and thanks to the contribution of our 2,000 employees and of the 80,000 agricultural partners on five agricultural perimeters, we contribute to the added value for our Group and all of our partners.

The major challenges we face for 2014 call for more effort to improve both our agricultural and industrial performance to sustain and develop the sugar sector. Support from our Moroccan institutional shareholders and the WILMAR Group is also an advantage to achieve our goals.

Our ambition: to satisfy our customers and achieve the sustainable development of the sugar sector

“ “


IDENTITY

- Profile P. 10

- Governance P. 18- Vision P. 24

ACTIVITIES

- Agricultural upstream P. 28

- Industrial P. 29- Packaging P. 32- Domestic market supply P. 33- Innovation, research and development P. 34- Customer orientation P. 37

RESPONSABILITy

- Human resources’ development P. 40- A commitment to serve the people and the environment P. 44- An aggregator commited to its farmers P. 46 - Actions for the socio-economic development of the regions P. 48

EXECUTIVE


OUTLOOK 2013

- National market environment P. 52 - International market environment P. 53

- Disposal of 27.5% of Cosumar capital to Wilmar Group P. 54

- 2013 - 2020 Roadmap P. 55- Stimulus program for sugar cane P. 56

-‘‘ Cap towards excellence 2016’’ corporate project P. 58

- Launch of the implementation phase of the

Improve project P. 59- Opening to new markets P. 60- CSR actions P. 61

Results- Financial performance P. 70- Industrial performance P. 72 - Agricultural performance P. 74

- Future prospects P. 77- Social accounts P. 78- Consolidated accounts P. 82

SUMMARY


IdentitY


ProfilE Governance VISION


COSUMAR Group operates around four businesses namely : sugar extraction from local sugar plants, refining of imported raw sugar, packaging and distribution of sugar throughout the Kingdom. This coverage of national territory enables COSUMAR Group to ensure the regular supply of the market by offering a wide range of refined white sugar : sugar loaf, cube and lump, and granulated sugar.

As a leading actor in the heart of the Moroccan economy, COSUMAR Group has been since 1929, the true engine for improved competitiveness of the Moroccan sugar industry.

COSUMAR is one of the national pioneers of agricultural aggregation and maintains a relationship with close to 80,000 farmers and their families in the areas of Doukkala, Gharb, Loukkos, Tadla and Moulouya.

SINCE 1929COSUMAR HAS BEEN COMMITTED TO SERVING MOROCCAN PEOPLE

VOCATION

PROFILE


With its 85 years of existence, COSUMAR benefits from industrial, agricultural and human expertise in its various business lines, which is a major asset in an increasingly competitive environment.


KEY FIGURES

overall capacity of refined white sugar annual production

Potential capacity:

1.65 million tonsAnnual Potential output of:

3 million TONSof sugar beet

1 million TONSof sugar cane

+

AGRICULTURAL PERIMETERS:

Doukkala, Gharb, Loukkos, Tadla and Moulouya

INDUSTRIAL TOOL :

Extraction:

7 SUGAR millswith an annual processing capacity of

4 million tones of sugar plants

AGRICULTURAL UPSTREAM

Area:

60,000 HAof sugar beet

20,000 HAof sugar cane

&

Farmers:

80,000Refining:

1 REFINERYof imported raw sugar with a daily capacity of

3,000 tons per day

12ANNUAL REPORT 2013COSUMAR

13 OUTLETS including 8 distribution agencies throughout the national territory

Distribution:

MARKET

1.2 milliontons of white sugar per year

Consumption:

36 kg/INhab./YEAR including 80% direct consumption

Progression:

Average of 1.8 % / year

Needs:

Products:

Sugar loaves Lumps Cubes Granulated sugar

13COSUMAR ANNUAL REPORT 2013

LOCATIONS

Irrigated area: 109,600 haBeet area: 15,000 ha



Irrigated area: 30,000 haBeet area: 6,000 haCane area: 5,000 haIrrigated area: 113,350 ha

Beet area: 13,000 haCane area: 12,000 ha

tadla

loukkos

MOULOUYA

GHARB

doukkala

Casablanca

Raw sugar refinery

Sugar beet processing plant

Sugar cane processing plant

Tangiers

NadorLarrache

KénitraRabat

Al Jadida

Marrakech

Beni Mellal

Agadir

Laâyoune

Dakhla


OVERALL PRODUCTION CAPACITY OF 1.65 MILLION TONS OF WHITE SUGAR / YEAR


TIMELINE

85 YEARS OF DEVELOPMENT

Foundation of COSUMAby the Saint Louis company

in Marseille.

1929

Takeover of the share capital by the first

Moroccan private Group.

1985

The Moroccan State acquires 50% of the capital.

1967

Acquisition of the Doukkala sugar plants.

1993

Extension of the processing capacity of the Doukkala

plant to 15 000 t/d.

2006

Acquisition of 4 sugar plants: SUTA, SUCRAFOR,

SUNABEL, SURAC.

2005

Creation of FIMASUCRE. - Creation of SUCRUNION; - Signing of the program

contract between the State and FIMASUCRE.

2007 2008


- Transfer by SNI in a block of 27.5% of COSUMAR capital to WILMAR the Singaporean Group;

- Prize of «The corporate citizen of the year 2013» awarded by the Rotary Club Mers Sultan Casablanca.

2013

The Food and Agriculture Organisation of the United Nations Medal awarded to the COSUMAR Group for its role as an aggregator of

the sugar sector.

2009

- Foundation of COSUMAGRI ;- ISO presidency.

2010

CSR CGEM Labelawarded to SURACand COSUMAR SA.

2011

- Pioneers of Corporate Social Responsibilty and green economy in Africa ;

- CSR CGEM Label awarded to SUCRAFOR, SUNABEL, and SUTA ;

- «CSR top performer» Vigeo Prize.

2012


SHAREHOLDING

BREAKDOWN OF THE SHARE CAPITAL IN 2014

WILMAR Moroccan institutional investors (AXA, CNIA, RMA Watanya, MAMDA, CMR, RCAR, Wafa Assurance)

CIMR Other institutional investors (MCMA, SCR, CDG, CFG, Wafa Gestion)

SNI Market

27,5 %

26,5 %12,9 %

9,5 %

9,2 %

14,4 %

GOVERNANCE


MARKET VALUE

PER (%)13 12

13 9

Dividend per share (MAD)13 12

102

100

Share price (MAD)13 12

1951

1562


THE BOARD OF DIRECTORS

Its mission is to define the major strategic areas of development of COSUMAR Group, set the annual budget and provide the financial resources.

BOARDS AND COMMITTEES

Mr. Mohammed FIKRAT

CEO

ADMINISTRATORS

Mr. Abdellaziz ABARROMr. Jean Luc Robert BOHBOTMr. Khalid CHEDDADI Mr. KUOK Khoon HongMr. Régis Karim SALAMONMAMDA represented by Mr. Hicham BELMRAHWafa Assurance represented by Mr. Driss BENCHEIKHRCAR represented by Mr. Hamid TAWFIKI


THE SPECIALIZED COMMITTEES

To enhance the effectiveness of internal controls, improve operational performance and empower managers in view of transparency, COSUMAR Group has, besides the Board of Directors and Executive Committee, three specialized committees:

THE STRATEGIC COMMITTEE

Its mission is to endorse the Group’s orientation and major strategic projects proposed by the management or the Board and also to validate the Group’s annual budgets, acquisitions, disposals, transfers, leases or lease-purchases with an amount greater than MAD 100 million.

Mr. Jean Luc Robert BOHBOTMr. Mohammed FIKRATMr. KUOK Khoon HongMr. Driss BENCHEIKH (Wafa Assurance)

THE RISKS AND ACCOUNTS COMMITTEE

Its assignment is to examine all issues that may affect the accounts and the risks associated with the Group’s activities and decide on how to prepare the social and consolidated accounts:

• Mr. Jean Luc Robert BOHBOT• Mr. Khalid CHEDDADI• Mr. Hamid TAWFIKI (RCAR)

THE HUMAN RESOURCES COMMITTEE

Its assignment is to ensure that the human resources deployed by the Group are consistent with the expressed needs, decide on the remuneration of senior staff and validate the recruitment, transfer, dismissal and appointment of executives.

• Mr. Jean Luc Robert BOHBOT• Mr. Mohammed FIKRAT• Mr. Hicham BELMRAH (MAMDA)


1st row, from left to right

THE MANAGEMENT TEAM

Tarik BOUATTIOUI Finance and Management Control Director

Youssef MOUTRANE Director in Charge of Developing the Information Systems

Assou MAHZI Deputy Managing Director & Advisor

Youssef BENSBAHOU General Affairs and Institutional Relations Director

Abdeslam HALOUANI SUCRUNION Director

Mohcine BAKKALI International Development Director

Abdeljaouad SLAOUI Director of Doukkala Sugar Factory

Abdelhamid CHAFAI EL ALAOUI Upstream Agricultural and Technical Coordination and Communication Director

Mohammed Jaouad KHATTABI Deputy Managing Director in charge of the Refinery and Doukkala Sugar Factory

2nd row, from left to right


Mohammed FIKRAT Chief Executive Officer

Hassan MOUNIR Deputy Managing Directorof SURAC & SUNABEL

Mohamed Aziz DERJ Strategic Projects, Sustainable Development, Internal Audit and Risk Management Director

Abdeljalil KADDOURY Packaging and Refinery Production Director

Ahmed ECHATOUI Information Systems and Human Resources Acting Director

Salah NAHID Director of SUCRAFOR

Ali EL MOUJAHID Director of SUTA

Imad GHAMMAD Purchasing Director

Abdelmotalib EL ABBADI AGA INGENIERIE Director


VISION

A SUSTAINABLE SUGAR INDUSTRY

COSUMAR Group is committed to supporting the sugar sector in its upgrading and

modernization phase to increase its competitiveness. Major investments agreed in the program contract

entered between the State and FIMASUCRE in April 2008 as part of the Green Morocco Plan have been made

and have contributed greatly to the overall improvement in performance.

COSUMAR Group’s vision is to continue to be the pillar and guarantor of the sugar sector by playing its role as an agro-industrial

aggregator and socio-economic promoter working to improve agricultural and industrial practices.

CHALLENGES OF THE GROUP TO BE ACHIEVED BY 2016

COSUMAR Group plans to become a socially responsible, major agribusiness group in Africa with diversified activities, creating lasting value for all its stakeholders.

All of its employees are mobilized to achieve new goals and challenges by 2016, i.i.e. to achieve an extraction capacity of 625,000 tons of white sugar to cover the major needs of the national market, the provision of a competitive industrial tool that meets international standards, the specialization of its packaging sites, the «in-house» management of engineering and industrial projects as well as the support for the operational development of business lines to achieve excellence.


AMBITION IN AFRICA

COSUMAR Group seeks to grow internationally. This opening is motivated by a desire for external growth into a deficient African market where demand is strong. COSUMAR’s industrial over-capacity allows it to meet this demand.

Several opportunities have opened up for COSUMAR, namely the existence of potential targets in Sub-Saharan Africa, a national strategy that promotes investment in sugar in some countries, the gradual decrease in EU exports which is the second largest producer, and finally the lack of regional critical size.

To this end, several paths for geographical diversification have been explored by COSUMAR which is pursuing exploration for partnerships or potential alliances in Africa, drawing on the fact that the continent represents a deficit in sugar of 6 million tons per year.

COSUMAR’s ambition to expand into the African continent and the entire MENA region also coincides with that of its WILMAR shareholder which is already present in Ghana, Uganda, Nigeria and the Republic of Côte d’Ivoire. COSUMAR can build on this African experience with its strong expertise at the agricultural, industrial and commercial levels.


activitIES



IndustriAl

PACKAGING

DOMESTIC MARKET SUPPLY

INNOVATION, RESEARCH AND DEVELOPMENT

CUSTOMER ORIENTATION


A STRONG ANCHORING AT THE AGRICULTURAL UPSTREAM

Through its work on the technical, financial and social components, the Group as a renowned aggregator provides support to its agricultural partners in improving their agricultural performance, in optimizing water consumption

and the use of inputs, in increasing productivity in terms of sugar per hectare with a view to increasing their income.



SUGAR EXTRACTION PROCESS

To extract sugar, sugar beet and sugar cane are subject to a virtually identical process consisting of several unit operations: purification, filtration, evaporation, crystallization, drying and packaging.

For sugar beet, these operations are preceeded by washing and diffusion. For sugar cane, crushing and pressure replace the diffusion operation used for beet processing. Its purification processes also require adaptation as cane juice does not contain the same impurities as beet juice.

INDUSTRIAL


COSUMAR Group owns a raw sugar refinery in Casablanca which was created in 1929. Located near the port of Casablanca, the refinery receives the imported raw sugar from Brazil and then stores it in dedicated silos. At present, raw sugar storage capacity is 75,000 tons.

Raw sugar goes through a series of operations before it is transformed into refined white sugar, namely purification, mashing, thawing, carbonation, filtration, discoloration, evaporation, crystallization and drying. It is then ready to be packaged into various finished goods.

Refining imported raw sugar


import of raw sugarAgricultural production Sugar cane Sugar beet

industrial processingSugar extraction from the plant + refining of raw sugar

PACKAGING

Distribution Wholesalers, supermarkets, manufacturers

Consumers

Packaging

Loaf, granulated sugar, lumps and cubes

Cosumar’s value chain


Our product range

Associated with significant moments in Moroccan people’s lives, sugar loaf

is served during the traditional ceremony of tea but is also offered at events

such as the pilgrimage, weddings and births. This form was long confused

with sugar.

The dried pulp in the form of pellets is derived from beet processing and is widely used as a raw material for animal feed especially for livestock.

Molasses is the latest by-product from raw sugar refining which is found in the form of very thick and

viscous syrup. It is used as a substrate for yeast

production.

The bagasse, the fibrous residue of sugar cane, is

used as bio-energy in sugar units.

The sugar lump is the most well-known molded form in the world. It is marketed in 1 kg boxes and in 5 kg bags and is usually used in coffee.

A form invented by Cosumar in the 1970s, the cube is used to prepare mint tea but also coffee (in the traditional way of

preparation). It is marketed in 1 kg boxes and 5 kg

burden.

A form used by both manufacturers and

households, granulated sugar is marketed in bags of 1 kg and 2 kg grouped by 6, 12 or 15 and in bags of 50 kg thus adapting to

each reception and storage facility of final users.

Sugar loaf

Pellets Molasses Bagasse

Lump Cube Granulated sugar

They are marketed for animal feed and yeast manufacture.

Our by-products

PACKAGING


DOMESTIC MARKET SUPPLY

The regular supply of the national market is a priority for COSUMAR Group which is committed to providing a product that meets the most stringent quality standards. To ensure optimal coverage of the territory, COSUMAR has implemented an efficient distribution network. Thus, in 13 outlets throughout the Kingdom, products are available in quantity and in time. Supply is ensured by road and rail.

13 OUTLETSENSURING AN EFFICIENTDISTRIBUTION THROUGHOUTTHE KINGDOM


As part of the 2012-2013 R&D program, several research activities have been implemented on all the perimeters in all aspects related to the development sugar beet and sugar cane.

COSUMAR-ITB PARTNERSHIP AGREEMENT

Support from the French Technical Institute of Beet to the Moroccan sugar industry consists of technical assistance on all the agronomic aspects of sugar beet. The collaboration program for the year 2012-2013 focused on: • ITB training cycle: four training sessions at the ITB in

France on techniques for implementing, conducting and analyzing the test results...

• Agronomic observatories of sugar beet: - A network of 70 parcels in each perimeter for the monitoring of sugar beet development and the plant health of parcels ;

- Three training sessions led by experts from the ITB in Tadla, Gharb-Loukkos, and Doukkala on the monitoring techniques of agronomic observatories…

• Estimate of production through photography shooting techniques: - Establishment of a new production estimation method

based on photography shooting techniques and «Previbet» image analysis ;

- Three training sessions led by ITB experts in Gharb, Tadla, Doukkala and Loukkos on photography shooting techniques...

• Positioning of the sugar beet cycle: determination of the best combination of date of sowing and of harvesting for a good yield and high technological quality of sugar beet.

FIMASUCRE-AMSP PARTNERSHIP AGREEMENT

FIMASUCRE entered into a partnership agreement in 2012 with the AMSP (Moroccan Association of Seeds and Plants) to promote the use of high-performance seeds tailored to the agropedoclimatic conditions of each perimeter and the introduction of new technologies related to the seed sector.

For the crop year 2012-2013, varietal trial platforms were implemented in all of the sugar beet perimeters on several themes.

AGRICULTURAL UPSTREAM : STRENGTHENING OF R&D

INNOVATION, RESEARCH & DEVELOPMENT


CREATION OF A RESEARCH AND DEVELOPMENT CENTER FOR SUGAR CROPS

As part of the implementation of the partnership agreement signed between FIMASUCRE and the Ministry of Agriculture and Marine Fisheries, a new Research and Development Center for Sugar Crops «CRCS» is underway in the Gharb perimeter over a 40 ha area. The mission of this centre is to produce part of the sugarcane cuttings and also to carry out the research programs.

A total amount of MAD 10 million has been allocated for the creation and equipment of this centre which will be supported by equal contributions from FIMASUCRE and the State (Ministry of Agriculture and Marine Fisheries).

RESEARCH & REGIONAL DEVELOPMENT ACTIONS

Several research actions are being conducted at each perimeter level for the development of sugar crops, relating mainly to the use of sugar beet leaves and crowns as a green manure for the soil, the implementation of a strategy for the weeding of sugar crops, the rationalization of crop fertilization, the choice of effective plant protection products as well as the choice of the most effective and water-efficient irrigation system.


COSUMAR launched the marketing, via the traditional channel, of a new sugar loaf called «LFARHA». This latter meets the expectations expressed by our customers and thanks to an innovative formula of syrup, LFARHA has the aroma, color, firmness, and taste of the traditional sugar loaf. It is proposed to all our clients who appreciate this emblematic product of Moroccan conviviality.

At the refinery, two packaging lines are dedicated to the manufacture of the new product which is then packed in crates of 12 units. LFARHA loaf which all of our wholesale customers are delighted with, is sold in our outlets together with our classic loaf.

One of the pillars of the corporate project «Cap towards Excellence 2016» is the Lean Manufacturing project. This project was successfully launched in April 2013 at the refinery and involves a «sugar loaf» packaging line and a

«lump» packaging line. It seeks to identify and monitor all sources of loss to improve machine availability and product quality. This approach will be rolled out at all the Group units after this first experience is completed.

OLD-STYLE SUGAR LOAF: LFARHA

LEAN MANUFACTURING: LAUNCH OF THE 1ST PILOT PROJECT AT THE REFINERY


This approach will strengthen COSUMAR’s position in the market, enabling it to be more focused on the direct

client and final consumer and to ensure their satisfaction and loyalty.

1MARKET

ORIENTATION

2CUSTOMER

SATISFACTION

3OVERHAUL OF

THE DISTRIBUTION POLICY

4 DEVELOPMENT OF THE EXPORT

ACTIVITY

5DEVELOPMENT OF

NEW BUSINESS AND CHANGE MANAGEMENT PROCESSES

As part of the corporate project «Cap towards Excellence 2016», COSUMAR Group is evolving towards a customer-oriented business culture aiming the customer satisfaction. COSUMAR also aims to adopt a distribution model allowing improved customer loyalty and the expansion of its regional presence.

Thus, the Sales and Marketing Department set for itself a roadmap for meeting future challenges resulting from this ambitious strategy based on:

CUSTOMER ORIENTATION


RESPONSIBILITIES


Human resources’ development

A commitment to serve the people and the environment

An aggregator committed to its farmers

Actions for the socio-economic development of the regions


HUMAN RESOURCES’ DEVELOPEMENT

SKILLS TRAINING

Training is an important lever for the development of our employees’ skills and change management. It contributes to implementing our strategic objectives and to developing operational excellence in all our businesses. To support the evolution of COSUMAR’s environmental context, more than 6,000 man-days of training were conducted in 2013.

Long courses in line with the needs of ongoing projects and of COSUMAR’s issues were planned and intended for our employees to develop their skills and proactivity.

ASSESSMENT OF TRAINING

Business Management and personal development QSE Support Integration

118

263

547 27

877246

35918

6001 M/D

4048

1040

78324 106

Number of executives participiting in the training

Number of non-executives participiting in the training

Number of main-days of training achieved

EXECUTIVES

469participants

NON EXECUTIVES

1500participants


The main topics for training and human resources support addressed in 2013 were:• The career change course dedicated to our supervisors • The redeployment of our employees of centrifuged loaf • The training course on energy efficiency • The “Manager leader” course at the ONA University


Social barometer: a major intelligence and monitoring tool

By building its development strategy around its human capital, COSUMAR organizes each year a social barometer across the different sites of the Group. This initiative enables employees to express their needs and expectations with confidence and confidentiality. After the survey results are obtained, they are communicated to all staff with full transparency, thereby promoting operational and strategic decision-making, exchange of experience and sharing of good practices.

CAPITALIZING ON OUR HUMAN RESOURCES

AREAS OF PROGRESS

• Management: strengthening the supervision and monitoring of staff to develop a style of management that meets expectations ;

• Internal communication: promoting a better fluidity to convey information and promote the image of a corporate citizen ;

• Integration and retention of new recruits: developing a support policy promoting integration and encouraging the culture of performance to ensure succession in the best conditions ;

• Development of a common culture: rallying staff around the Group values to strengthen the spirit of belonging to the company.


HEALTH AND SAFETY AT WORK: A TOP PRIORITY

As a responsible company, we need to ensure a healthy and safe environment for all our employees and to act on a daily basis to maintain the zero accident target, while ensuring to provide them with the best possible working conditions. All sites are now certified under NM 00.5 801 or OHSAS 18001 version 2007 standard for their Health and Safety at Work management system. Training on hazards in the workplace and wearing individual protection are used on a sustained basis, while materials and installations have been brought into compliance.

A CONSTRUCTIVE SOCIAL DIALOGUE WITH SOCIAL PARTNERS

Committed to preserving a motivating and healthy climate, COSUMAR’s management and social partners are involved in ongoing and constructive exchanges as part of a dialogue based on trust and mutual respect.

INTERNATIONAL PROFILE SOURCING

This year, COSUMAR Group participated in two international HR forums. The AMGE forum in Paris, in January 2013 and the “Carrefour Maghrébin” in Lyon in March 2013. Besides its international recognition, COSUMAR’s presence at these two forums has helped its recruitment service to identify graduates from renowned French schools who may contribute to the development of its activity.

DEVELOPMENT OF E-RECRUITMENT

In order to optimize the management of online applications, a COSUMAR Group’s «HR relationship» was launched. Through its interface, applications are processed in real time. Upstream, the HRD is provided with better visibility on the progress regarding the recruitments processed throughout the year (placement of ads, history of interviews, tracking status for each application). Downstream, job and internship seekers will be able to submit their CVs and fill out a detailed form on line, which allows a better demand/supply segmentation.

NEW INTEGRATION POLICY

A new approach was adopted by COSUMAR to improve its integration policy. Indeed, this process has been reviewed to make new employees more quickly operational, productive and independent as it also promotes involvement, sustained commitment, and adherence to the culture and values of the Group, and even helps to develop a sense of belonging to the company from the first months of collaboration.


Cosumar Group is involved with civil society in a variety of charities and provides moral and financial support for associations and public utility organizations.

Among the main CSR actions towards civil society:• Organization of a contest rewarding the best final year

study projects on the sugar industry for public and private educational establishments

• Granting Excellence Awards for the best high school graduates of the children of our employees and farming partners

• Encouragement of the top farmers of the year in the 5 regions where COSUMAR Group is present

• Sponsorship of school clusters and construction of schools in several regions

• COSUMAR – “Institut Supérieur de Commerce et d’Administration des Entreprises” (ISCAE) partnership for implementing studies related to the Marketing and Communication of COSUMAR Group

• Contribution to school dropout reduction with Al Jisr Association through support for primary schools

• Involvement and participation of COSUMAR executives in the entrepreneurial development program deployed at secondary schools with Injaz Al Maghreb association

• Collaboration with ENACTUS Morocco as part of its assistance program for low-income populations

• Sponsorship of the Young Moroccan Leaders competition • Support for several cultural and sporting events

throughout the year.

Ongoing support to civil society and NGOs

A COMMITMENT TO SERVE THE PEOPLE AND THE ENVIRONEMENT


RESOURCES’ PRESERVATION AND ENVIRONMENTAL COMPLIANCE

COSUMAR Group places environmental compliance at the heart of its sustainable development strategy. This is attested by the adoption of the ISO 14001 certification at all the production sites.

1. Reduction in water consumption through investments on industrial devices that resulted in significant water savings and decreased liquid discharges. At the agricultural upstream level, COSUMAR raises farmers’ awareness of water saving and promotes water-efficient irrigation systems by providing them with funding that would encourage them to use these sustainable techniques. As such, and as part of the Green Morocco Plan, sugar crop aggregates benefit from subsidies of up to 100% for all the equipment.

2. With regard to energy, improvements were made at the factories to drastically reduce the consumption of fossil energy. The “bagasse boiler” project initiated by Surac (sugar cane factory) and operated by Sunabel (beet factory), has allowed the use of excess bagasse of Surac, thereby reducing CO2 emissions by about 30,000 T / year and resulting in a consumption saving of 7,000 T / year of coal. This project was registered

with the United Nations MDP (Clean Development Mechanism) Executive Board, thereby becoming the fifth Moroccan project within this context. Still with regard to energy savings, SUTA, has developed the production of pulp silage as a substitute for the production of pellets, which allows us to reduce the consumption of fuel and thus to reduce air emissions. Indeed, pulp silage production increased from 1694 tons in 2010 to 48000 tons in 2013, and aims to produce 88,000 tons in 2014.

3. For liquid discharges, a waste water treatment plant has been set up at SUTA. Similarly, liquid waste treatment systems have also been implemented at SUCRAFOR and at Sidi Bennour factory. Other projects are underway at SUNABEL and SURAC. Treated wastewater from factories is then reused for watering purposes.

4. Waste from sugar beet is fully processed into cattle feed, and sugarcane waste is used as fuel to generate electricity and steam as part of our energy saving strategy. Sludge from cleaning is used for soil fertilization of requesting farmers.


Considered as a successful aggregation model in Morocco, COSUMAR Group was awarded by the FAO at the world food day, in October 2009, with a medal to acknowledge its role as an aggregator of 80,000 farming partners.

The aggregation agreements implemented are intended to further strengthen the win - win relationship between the aggregator and its aggregates and to allow them to access the benefits from the Agricultural Development Fund.

COSUMAR as an agro-industrial investor and a responsible and community-minded aggregator, assists its partners at the financial, technical and social levels. Its tasks are as follows:

1- SUPERVISION OF SUGAR PLANT PRODUCTION

• Input supply and distribution ; • Input pre-funding: the funding amounts to about MAD

400 million annually ;• Coaching of farmers at all stages of production ;• Pre-financing of cultivation operations (hoeing, processing,

harvesting...) ;

• Encouragement of the creation of agricultural service providers ;

• Organization of visits and missions for the farmers at the national and international levels ;

• Organization of workshops ; • Defence of the interests of aggregates with the public

authorities (Support agreements...) ; • Mobilization of human and material resources to support

the agricultural upstream ; • Transfer of knowledge from Research and Development

to the farmers.

2- PRODUCTION TRANSPORTATION

COSUMAR ensures the loading and transport of farmers’ plants from its aggregates farms to the plants. The operation mobilizes a large fleet of 1,400 trucks and 4,200 warehousemen for the loading. This activity enables it to generate a turnover of MAD 250 million and create direct and indirect jobs in the regions.

AN AGGREGATOR COMMITTED TO ITS FARMERS


3- MODERNIZATION OF SUGAR CROP RECEPTION CENTERS

COSUMAR has made in recent years significant investments to modernize the reception centers of sugar crops. These centers are now equipped with new technologies and operate with no human intervention. They are designed to serve the farming partners according to international standards, ensuring full transparency. These centers are equipped with testing laboratories accredited under ISO 17 025 standard to ensure the quality of the analysis and measures.

4- A GUARANTEE OF PRODUCTION PURCHASE

This guarantee applies in accordance with the decisions monitored by the State and signed between COSUMAR and the National Union of Associations of Moroccan Sugar Plants Producers (UNAPPSM).

And to achieve this, the sugar industry obtained support from the State through support for farmers:

• Increase in the purchase price of sugar beet and sugar cane respectively by MAD 80/T and MAD 50/T, successively applied over two crop years in 2012 and 2013 ;

• Grant agreements for purchases made by farmers (monogerm seed, farm equipment...) ;

• Promotion of major investments for irrigation ; • A subsidy for farmers of MAD 6000/ha planted with cane

to encourage new sugar cane plantations ; • Support and assistance to farmers affected by the

creation of a solidarity fund for an amount of MAD 235 million, between 2008 and 2012, financed jointly by the State and FIMASUCRE.

5- A SOLIDARITY FUND FOR FARMERS

Given the succession of natural disasters during the past four crop years, FIMASUCRE has set up a solidarity fund to mitigate their impacts on the affected farmers. This solidarity fund is exclusively intended to cope with the effects of the exceptional and major natural events. It is financed both by the interprofessional operators and State contributions.


COSUMAR contributes to the socio-economic deve-lopment of the cities that have developed around the sugar factories as economic centers by encouraging the

creation of service providers and establishing convenient infrastructure.

A MAJOR PLAYERIN SOCIO-ECONOMICDEVELOPMENT

ACTIONS FOR THE SOCIO-ECONOMIC DEVELOPMENT OF THE REGIONS

working days/year at agricultural upstream level10+

MILLION

of sugar plants production generating a MAD 250 million turnover, which involves more than 1,400 trucks/year and 4,200 handlers for the loading.

5+

TRANSPORT COMPANIES

in the industry

2 000+ DIRECT JOBS

3 000+

INDIRECT JOBS

mechanization service providers with technical and financial support for a total amount of MAD 30 million / year

20+

CONTRACTOR COMPANIES

companies specialized in the distribution of inputs generating an annual turnover of MAD 400 million / year

60+

SPECIALIZED COMPANIES


This strategic vision enables COSUMAR to provide economic stimulation to the regions, to provide employment for the local population through development projects thus combating rural exodus and more importantly, to value the major State investments (dams, hydro-agricultural network, etc.) through the development of other activities related to the sugar sector, such as farming.


OUTLOOK2013


National market environment International market environment

DISPOSAL OF 27.5% OF COSUMAR CAPITAL BY WILMAR GROUP

2013 - 2020 ROADMAP

STIMULUS PROGRAM FOR SUGAR CANE

"CAP TOWARDS EXCELLENCE 2016" CORPORATE PROJECT

Launch of the implementation phase of improve project

Opening to new markets

CSR ACTIONS


SALES DECREASED IN THE FIRST SEMESTER, AND INCREASED IN THE SECOND ONE

A SIGNIFICANT IMPROVEMENT IN AGRICULTURAL PERFORMANCE

INCREASE IN FUEL PRICES, A HURDLE TO THE DEVELOPMENT OF THE SUGAR INDUSTRY

Sugar sales amounted to 1,217,000 tons, i.e. 0.6% lower than in 2012. This decrease is explained by an 8.2% exceptional fall recorded in the first quarter of 2013 following massive destocking by retailers due to the liquidity problems

relating to a difficult economic environment. However, sales resumed their normal growth as of the second quarter of 2013, thus showing an average increase of 1.7% over the last 9 months of the year.

The sugar crop year was marked by favorable climatic conditions. Heavy rainfall was recorded in all sugar perimeters with a regular distribution during the agricultural cycle of sugar beet. Agricultural production achieved during crop year 2013 increased by 37% for sugar beet and 13% for sugar cane compared to the last crop year.

Therefore, sugar production from sugar plants increased by 46% compared to 2012.

The continued rise in energy prices since June 2012, related in particular to higher fuel oil and gas oil prices is likely to penalize domestic production of sugar resulting from the

processing of beet, the process of which requires a large amount of fuel oil, and therefore the level of sugar needs coverage.

CLIMATE AND GOOD PERFORMANCES: TWO MAJOR FACTORS IN SUGAR PRODUCTION

NATIONAL MARKET ENVIRONMENT


The year 2013 was marked by a surplus of raw sugar for the fourth consecutive year. This was reflected by the replenishment of world supplies and the downward consolidation of raw sugar prices to levels not recorded since 2010. Thanks to good weather conditions, the major producing countries have had good harvests thus

contributing to a global production of 181 million tons, resulting in a surplus of about 5 million tons in 2013.

Nevertheless, prices have increased due to sustained demand from importing countries as China.

The prospects for the year 2014 announce a balance between production and world consumption. The first balance sheets show that world production would be at

the same level as 2013 with an increased consumption of about 3 million tons, and also the end of the surplus phase and the ascent rebalance of supply/demand.

SUBSTANTIAL WORLD PRODUCTION

PROSPECTS FOR GROWTH

INTERNATIONAL MARKET ENVIRONMENT


On April 15, 2013, SNI entered into a strategic agreement for linking COSUMAR to an agro-industrial partner of reference, the leading Asian agribusiness Group WILMAR International. At the end of this agreement, the holding company disposed of 27.5% of the company’s share capital. This disposal brought to an end a process that lasted two years.

This new partner has a strong agricultural, industrial and commercial expertise and is in line with the national strategy of promoting agricultural upstream, so as to guarantee to the country a certain level of self-sufficiency for essential commodities such as sugar. Its enthusiasm towards COSUMAR was motivated by the Group’s positioning as the agro-industrial leader in its field and the aggregator of over 80 000 farmers.

DISPOSAL OF 27.5% OF COSUMAR CAPITAL BY WILMAR GROUP

Furthermore, COSUMAR Group’s decision to open up to other international markets including Africa, is consistent with the development strategy of its new shareholder WILMAR, on which it can rely to conquer new markets confirming the ambition to expand into the African

continent and the whole MENA region. Thus, COSUMAR will be able to benefit from the African experience of this global giant that is already present in Ghana, Uganda, Nigeria and Republic of Côte d’Ivoire.


Taking into account the strategic role of the sugar sector and to consolidate and capitalize on the achievements of the 2008-2013 contract program, a roadmap on the horizon of 2020 agreed between the State and FIMASUCRE to continue the development of the performance of the sugar industry.

For sugar agricultural upstream, this roadmap aims to achieve the following objectives for the sector:• The progressive extension of annually sugar

cropped areas to reach 105,700 ha, of which 77,500 ha of beet sugar and 28,200 ha of sugar cane ;

• improving the yield of sugar per hectare.

For industrial tool and in parallel with the increase in the acreage, in surfaces, COSUMAR is planning to improve the processing capacities of refineries to 62,500 tons per day to track the actual development of sugar crops production.

Other arrangements are made to ensure an overall adequate framework both in terms of organization of the sugar industry and from a regulatory standpoint.

2013 - 2020 ROADMAP


STIMULUS PROGRAM FOR SUGAR CANE

The roadmap for 2020 aimed to extend the areas planted with sugar cane in the Gharb and Loukkos perimeters and to improve sugar cane yields. To this end, SURAC and its partners, gathered within the framework of the regional technical committees, have implemented a stimulus program for sugar cane to reveal all the development constraints of this crop.

CLIMATIC HAZARDS:

The Gharb and Loukkos perimeters are subject to climatic disturbances that have a negative impact on the harvest of sugar cane (frosts recorded in 2005 and 2012, floods...).

PROPOSED ACTION PLAN:

• Growing sugar cane in flood-proof areas;• Introduction of frost-tolerant varieties;• Establishment of a support fund.

FARMERS’ INDEBTEDNESS TO THE ORMVA:

The accumulated debt has reached a high level that hinders the achievement of the objectives set for the new plantings.


• Establishment of interim solutions with the ORMVAs to provide guarantees for irrigation water debt collection for current plantings through the use of the subsidy;

• Negotiations with the State to write off the financial costs (30% of debt) and reschedule the principal debt over 5 to 10 year periods.

HIGH COST OF SUGAR CANE INSTALLATION:

The cost for sugar cane installation stands at MAD 24 000/ha and the first harvest is achieved after 18 months.


Implementation of a MAD 6000 plantation subsidy.

IRRIGATION METHOD NOT SUITABLE FOR SUGAR CANE CULTIVATION:

Predominance of gravity-fed and overhead irrigation with irrigation loads exceeding MAD 8 000/ha and a degraded irrigation network.


Support farmer equipment with drip irrigation through:• A subsidy for the aggregation of sugar cane harvesting ; • A COSUMAR-UNAPPSM-Credit Agricole du Maroc

convention to facilitate the access to the financing.

CROP ATTRACTIVENESS:

Sugar cane does not provide a competitive advantage towards crops grown within the Gharb and Loukkos perimeters annual income at approximately (MAD 20 000 / ha).


Improving the productivity of culture by:• Improvement of the yield level;• Load optimization (irrigation).

VARIETAL PATRIMONY:

Three varieties aged over 30 years make up the entire patrimony. They show late maturity, except for L62, and are frost-susceptible.


Revitalization of the Technical Center of Sugar Cane through a research agreement articulated around the following main points:


PARTNERSHIP AGREEMENT WITH "eRcane":

A partnership agreement with “eRcane” Research Institute on sugar cane of the Island of Reunion was signed for the varietal development of sugar cane. An action plan has been set for the installation of variety breeding stations in the Gharb and Loukkos, the propagation and introduction of cuttings for a good yield and high technological quality. In 2013, thirty two new varieties of sugar cane have been introduced at the quarantine station of the ONSSA in Bouznika.

RESEARCH TO IMPROVE PRODUCTIVITY

• Varietal selection and release of the available varieties (four) by 2016 ;

• Conclusion of a convention with the ONSSA and the Technical Center of sugar cane for the quarantining of new varieties ;

• Federation of partners (APPS, ORMVA, INRA, ONSSA) as part of the program for introducing new efficient varieties adapted to Moroccan conditions ;

• Conclusion of a partnership agreement with the «eRcane» Institute with the goal of having new varieties from cuttings in 2016 and from the fuzz in 2025, through:

- Implementation of three breeding stations that meet the pedo-climatic conditions of sugar cane production areas ;

- Implementation of a variety selection protocol and fuzz introduction ;

- Introduction and propagation of sugar cane cuttings pre-selected abroad ;

- Training of human resources responsible for the project.


After 2012, COSUMAR Group entered a new era oriented towards excellence in each of its trades. The Group’s ambition is to become a major player in the agribusiness sector in Africa.

As a socially responsible Group with diversified activities that creates lasting value, the Group has always stood out by its strong commitments. Thus, the Group’s position will be strengthened both at the national and regional level.

The corporate project «Cap towards Excellence 2016» includes a program of 64 projects based on 5 strategic axes:

• The strengthening of our market orientation by consolidating our brand image and placing the customer at the centre of our concerns ;

• The choice of resorting to external growth for regional opportunities ;

• The diversification of our activities by developing related sectors with high added value ;

• The operational excellence established as the main engine of our development ;

• The positioning of our human capital around the culture of excellence.

"CAP TOWARDS EXCELLENCE 2016" CORPORATE PROJECT


Eight years ago, the Group started a well-thought and progressive, strategic and operational transformation, which offers clear testimony to COSUMAR’s desire to enter a new dynamic driven by excellence in each of its businesses. Thus, the IMPROVE project was launched to accompany the evolution of the Group’s activities through the integration of a new information system.

The IMPROVE program has a twofold ambition: operational excellence and modernization of Information systems.

Currently, the project has begun the implementation phase which is to deploy the business and IS trajectories and define the business reference table.

LAUNCH OF THE IMPLEMENTATION PHASE OF "IMPROVE" PROJECT

MILESTONES OF THE PROJECT

INTEGRATION OF THE IS TARGET

2006-2009 2010 2011 2012 2013 2014 2015

Setting up an integrated information system in line with its

development strategy

INTEGRATION OF THE INFORMATION SYSTEMS OF

COSUMAR GROUP’S SUBSIDIARIES

Alignment of all subsidiaries with the same information system

HARMONIZATION OF PROCESSES AND DEFINITION OF THE TARGET

BY BUSINESS LINE

Definition of the target processes

DEFINITION OF THE IS INTEGRATION STRATEGY

Need to harmonize all of the company’s processes

DEPLOYMENT OF THE BUSINESS TARGET AND DEFINITION OF

REFERANCE TABLES

Organizational alignment and deployment of the target

by business line

GROUP’S IS MASTER PLAN


COSUMAR began its first export operations to Mauritania, Canada, Guinea Conakry, the Netherlands, Albania, Turkey and Syria.

This approach follows the good agronomic performances of the 2013 crop year and the current production capacity exceeding the needs of the market which enables the needs of other export markets to be met.

Sugar is exported in the form of loaf, cube, lump and 50 kg granulated sugar packaged under the brand Nmer or packaged under the customer’s brand according to special contract specifications. New reinforced packaging formats of 50 kg bags have been specifically used for these operations. Exported sugar is subject to the temporary admission procedure applicable to raw sugar which does not benefit from any kind of subsidies.

OPENING TO NEW MARKETS


ACHIEVEMENTS IN THE AREA OF QSE

A CODE OF ETHICS AND BUSINESS CONDUCT FOR COSUMAR

The QSE activity was marked by the following main actions:• Awarding of the excellence award for the secure

management of Polychlorinated biphenyls by the Ministry of the Environment to SUTA;

• Part set-up at SUCRAFOR of the liquid waste treatment facility from June 2013;

• Renewal of QSE certification at SUNABEL Ksar-El-Kebir, SURAC Mechraâ Bel Ksiri and SUTA;

• Renewal of CSR certification of SUTA;• Extension of the QSE certification of SURAC Ksibia and

accreditation of the admission laboratories of SURAC Mechraa Belksiri and SURAC Ksibia.

To formalize its principles and to define the Group’s common rules, COSUMAR issued in 2013 the first version of its Code of Ethics and Business Conduct which defines

the common rules that should guide the behavior of the Group’s employees and also guarantee their rights.

CSR ACTIONS


In addition to the presentation of the Group’s 2012 QSE report and CSR approach, the CSR day held in October 2013 was marked by the presentation and explanation of the Group’s Code of Ethics and Business Conduct, as well as a statement around the Group values. At the end of the day, Takdir awards and recognition certificates were respectively given out to the sites and employees who have contributed to the development of the CSR approach and achieved the best performance in terms of the Group’s quality, security and environment for the year 2012.

SOCIAL ACTIONS FOR OUR EMPLOYEES AND THEIR FAMILIES

"SUCREXCELLENCE": NEW INTERNAL MAGAZINE

1st CSR DAY

A NEW SUMMER VACATION CENTER

As part of the Group’s social development and to meet the expectations of its employees in terms of summer vacation centers, COSUMAR has acquired two apartments located in the Bahia Golf Beach complex of Bouznika available for its executives and managers.

SPECIAL ATTENTION TO ITS EMPLOYEES’ CHILDREN

Throughout the year, COSUMAR Group implements a set of social actions to contribute to the development of its employees’ children. Thus, every year COSUMAR Group organizes a circumcision action for its employees’ children and offers them vouchers on the occasion of Ashura.

Children have the opportunity to join holiday camps organized every summer by COSUMAR Group where they are offered many cultural, sporting and artistic activities in the company of a few children from SOS villages so as to ensure their social inclusion.

To accompany the components of `Cap towards Excellence 2016´ corporate project, a new internal magazine called “Sucrexcellence” was created to replace the former publication “Indimage info”.

This new quarterly publication is characterized by its new look, its new editorial line and both convenient and modern new format. It traces concisely the Group’s latest `flagship´ news and highlights Cosumar’s projects and achievements.


EXCELLENCE AWARD FOR OUR BEST GRADUATES

In recognition of their effort during their secondary studies, 5 high school graduates of our employees’ children who obtained the highest scores in the Baccalaureate

exam were granted a premium amounting to MAD 20,000 each, to facilitate their enrollment into higher education.

SOCIAL ACTIONS IN FAVOR OF FARMERS AND THEIR FAMILIES

INCENTIVE FOR THE CHILDREN OF SUGAR PLANT PRODUCERS

COSUMAR Group launched in 2013 a new initiative for the children of sugar plants producers to recognize the success of the most deserving children and encourage them to pursue higher studies.

A MAD 10,000 incentive was awarded to each of the five best high school graduates from our farmers’ children in the five locations of the Group based on the pre-established eligibility requirements and the baccalaureate results.

MERIT AWARDS FOR SUGAR PLANT WOMEN FARMERS

Another action was initiated in 2013 for sugar plant women farmers in the five regions where the Group is present to reward the best performances achieved with the granting of an incentive amounting to MAD 2,500 to each of the five best women farmers from each region.

A NEW HOTLINE AT SURAC

In order to better meet the needs of farmers and ensure nearby availability with its regional partners, a hotline has been established by SURAC. It is open 24 hours a day to all producers and partners to answer their questions and claims.

COSUMAR - ZAKOURA FOUNDATION PARTNERSHIP TO PROMOTE THE LITERACY OF OUR SUGAR PLANT PRODUCERS’ WIVES

COSUMAR places education at the heart of its concerns and has partnered with the Zakoura Foundation to launch a literacy program for the wives and daughters of its sugar plant agricultural partners. The first

action was launched in the Gharb region, at Douar Rzazka with 100 women enrolled in the literacy program for the year 2013-2014.


ACTIONS IN SUPPORT OF CIVIL SOCIETY AND NGOS

SUGAR LOAF IN THE SPOTLIGHT AT THE CASABLANCA FINE ARTS SCHOOL

As part of its opening to training, COSUMAR undertook a collaborative project with the Casablanca Fine Arts School where 3rd grade students competed to create festive packaging for Sugar Loaf and at the end of which three students were rewarded by the COSUMAR Group.

PARTNERSHIP BETWEEN COSUMAR GROUP AND AL JISR ASSOCIATION

Since 2009, COSUMAR has contributed, in partnership with Al Jisr association, to reducing dropout rates and participated in the establishment of a real sustainable development approach within sponsored schools. In 2013, another initiative was launched in each of the sponsored schools to reward the three best students with the highest scores in the regional exam of the final year of primary education.

COMPETITION SPONSORSHIP "JLM" FOR THE ENVIRONMENT

To promote societal entrepreneurship, COSUMAR spon-sored the competition held in 2013 by “Jeunes Leaders Ma-rocains” association, at the end of which the selected teams received COSUMAR’s trophies for the environment. The program `Young Moroccan Leaders´ aims to mentor and train young Moroccan students in public and private higher education, so as to create and manage income-generating activities for the disadvantaged populations.

CONTRIBUTION TO `1 MILLION SCHOOLBAGS´ OPERATION

At the beginning of the 2012-2013 school year, COSUMAR Group participated in a comprehensive national action to distribute one million schoolbags to disadvantaged school children from Moroccan public schools and thus help them better prepare for school.

Artwork created within the framework of a competition launched in 2011 with the Casablanca Fine Arts School.


Well-DESERVED AKNOWLEDGeMENTS

MOROCCO ELECTED EXECUTIVE MEMBER AT THE WORLD ASSOCIATION OF BEET AND CANE GROWERS

Following its Board meeting in New Delhi in March 2013, the Committee of the World Association of Beet and Cane Growers «WABCG» elected Morocco as a member of its Executive Board. Morocco has been an active member of the WABCG since 2008 and was designated to host the 33rd

session of its Board in May 2012.

CERTIFICATION OF THE CASABLANCA REFINERY

2013 was a very productive year in terms of CSR events, the most significant of which was the certification in April 2013 of the Casablanca refinery which now has an integrated management system compliant with ISO 9001, ISO 14001 and OHSAS 18001 standards, and this following the certification audit conducted by a team of IMANOR auditors.

COSUMAR named Corporate Citizen of the year 2013

The actions implemented being relevant and with the involvement of its employees’ in social projects and its CGEM’s CSR label, COSUMAR Group was granted the Corporate Citizen award of the year 2013, issued by the Rotary Club of Mers Sultan Casablanca.

The Corporate Citizen Award of the year 2013, issued by the Rotary Club of Mers Sultan Casablanca


SUTA WINS THE NATIONAL QUALITY AWARD

The National Quality Award for the year 2013 was granted to SUTA in the large industrial enterprises category. Still in the same category, encouragement certificates for safety have been awarded to SUNABEL Ksar El Kebir and SURAC Mechraâ Belksiri.

Artwork named «Evanescence» created by Mr. Mohamed EL BELLAOUI within the framework of a competition launched in 2011 with the Casablanca Fine Arts School.


HEALTH AUTHORIZATION RETRIBUTED BY ONSSA

The COSUMAR Group’s subsidiaries have received the health authorization for their sugar production and packaging activities right after of the implementation of the provisions set by law No. 28-07 on the safety of commodities. These authorizations were issued by the “Office National de Sécurité Sanitaire des produits Alimentaires” - ONSSA (Food Product Safety National Authority).

EXCELLENCE AWARD FOR THE SECURE MANAGEMENT OF POLYCHLORINATED BIPHENYLS

As part of the implementation of the national program for the secure management and disposal of polychlorinated biphenyls ‘PCB’ in Morocco, our subsidiaries SURAC, SUTA, SUCRAFOR and COSUMAR SA received the Award of Excellence for the secure management of «PCBs».

UNIVERSITY-BUSINESS PARTNERSHIP AWARD

A university-business partnership award was given to the IAV Hassan II in November 2013 in Dakhla on the occasion of the 2nd international meeting of research and development, to recognize its cooperation in the field of research and development with COSUMAR Group on «the optimization of mineral fertilization of sugar beet and sugar cane in the Gharb and Loukkos».

PRESIDENCY OF THE KILIMANJARO NETWORK OF PLAYERS IN CSR AND SUSTAINABLE DEVELOPMENT IN AFRICA

COSUMAR held the Presidency of the Kilimanjaro network at the 3rd edition of the International Forum of CSR Pioneers in Africa, held in Accra, Ghana in No-vember 2013 with the aim of having a CSR adapted to the African context, co-constructed by Africa and for Africa. As a reminder, COSUMAR also serves as Chair of the Association for the development of social responsibility of organizations in Morocco `RSO in Morocco´.

RENEWAL OF AKNOWLEDGEMENTS

In 2013, COSUMAR SA and SURAC CGEM’s CSR label has been renewed. SUTA, SUNABEL and SUCRAFOR have in turn held follow-up audits for its renewal. All of the follow-up audits for HSEQ certification and 17025 accreditation were conducted in the best conditions and resulted in favorable opinions as to the maintenance of these recognitions.


RESULTS


FINANCIAL PERFORMANCEs

INDUSTRIAL AND AGRICULTURAL PERFORMANCEs

FUTURE PROSPECTS

CONSOLIDATED ACCOUNTS

SOCIAL ACCOUNTS


SOCIAL ACCOUNTS

The turnover of COSUMAR SA reached MAD 4,737 million, decreasing by 2.2% as compared to 2012 achievements.

FINANCIAL PERFORMANCE

Businessturnover

13 12

4,73

6.6

4,84

4.4

Operatingresult

13 12

739.

9

850

Financial result

13 12

54.5

72.1

Net income13 12

582.

3

728.

4

(in MAD Millions)

ANNUAL REPORT 201370

COSUMAR

CONSOLIDATED ACCOUNTS

IFRS consolidated operating result reached MAD 993 million, increasing by +1.8% as compared to the previous fiscal year.

Revenue13 12

5,97

5.1

5,98

3.7

EBITDA13 12

1,29

7

1,22

3

Net income group share

13 12

628.

7 729.

8

Equity13 12

3,58

6

3,36

6,2

(in MAD Millions)


White sugar production reached 361.1 thousand tons, increasing by +113.9 thousand tons as compared to 2012. Its due to an increase in harvested areas, improved per hectare yields, sugar contained treated as well as to the Group’s extraction rate.

REFINING FROM IMPORTED RAW SUGAR

The level of production of the refining activity decreased by 27.6 thousand tons due to the improvement in local production of sugar. Refining at subsidiaries improved by 13.1 thousand tons to ensure optimum coverage of the national market and replenish the stocks of finished products.

(in thousand tons)

(In thousand tons)

INDUSTRIAL PERFORMANCE

EXTRACTION FROM SUGAR PLANT

CANE BEET

Tonnage processed (mt)

13 12

577

511

Extractionof white sugar

(mt)

13 12

54

32

Tonnage processed (mt)

13 12

1,99

6

1,44

9

Extractionof white sugar

(mt)

13 12

307

215

REFINING

27.5

14.4

Subsidiaries13 12

922.

4 950

Group13 12

894.

9

935.

6

COSUMAR SA13 12


Production at the refinery evolved as follows: (in thousand tons)

INVESTMENTS

(In MAD Million)

Loaf13 12

289

286

Cube - lump13 12

140

123

Granulated sugar13 12

474 50

1

Total 13 12

904

910

COSUMAR SA13 12

358.

1

278.

9

Subsidiaries13 12

102.

8

177

Group13 12

460.

9

455.

9


PLANTED AREA (IN HA)

The overall area planted with sugar crops for 2012-2013 amounted to 37,000 ha against 34,900 ha in 2011-2012, thereby achieving 76% of the program.

AGRICULTURAL PERFORMANCE

Doukkala13 12

1,26

1.1

8,64

1

SUTA13 12

12,5

02

13,0

11

SUCRAFOR13 12

3,35

4

2,99

7

SUNABEL13 12

7,91

7

7,78

0SURAC13 12

2,97

8.18

437


EVOLUTION OF MeCHANICALLYSOWN AREAS (IN%)

Doukkala13 12

100

%

100

%

Tadla13 12

67 % 75

%

Moulouya13 12

72 %

92 %

Gharb SB13 12

97 %

100

%

Loukkos SB13 12

7 %

44 %

Group13 12

77 % 87

%


EVOLUTION OF AREAS SOWN WITH MONOGERM SEEDS (IN%)

EVOLUTION OF HARVESTED AREAS (IN HA)

EVOLUTION OF MECHANICALLYHARVESTED AREAS (iN%)

Doukkala13 12

65 %

96 %

Tadla13 12

100

%

100

%

Moulouya13 12

72 %

100

%

Gharb SB13 12

92 % 10

0 %

Loukkos SB13 12

7 %

10 %

Group13 12

82 %

94 %

Doukkala

12,7

848,

641

13 12SUTA

12,6

2712

,147

13 12SUCRAFOR

3,13

92,

868

13 12Gharb

SB

4,78

94,

260

13 12Loukkos

SB

1,75

71,

605

13 12Group

SB

35,0

9629

,521

13 12Gharb SC

7,79

77,

271

13 12Loukkos

SC

1,74

12,

188

13 12Group SC

9,55

49,

459

13 12

Doukkala13

4%

12

8%

SUTA13

12 %

12

13%

Gharb SB

13

10%

12

8%

Group SB

13

13 %

12

10 %

Loukkos SC

12

93 %

13

100

%

Group SC12

34 %

13

37 %

SUCRAFOR12

18%

13

71%

Loukkos SB

130

12

0.2

%

GharbSC

12

17 %

13

23 %


NECESSity to APPRECIATe THE PRICE OF SUGAR

The continuous improvement of agricultural and industrial performance together with favorable climatic conditions has resulted in improved sector productivity and more sugar plant attractiveness as well as increased farmers’ income. The 2013-2020 roadmap entered into between Public Authorities and FIMASUCRE will consolidate the benefits of the increase of areas to reach 77,500 ha of sugar beet and 22,900 ha of sugar cane and of sugar yield. In parallel, industrial tool capacity extensions will be made based on the actual development of agricultural

production. Nevertheless, the significant impact due to the increase in the price of fuel since June 2012, combined with the decision of indexing industrial fuel with a total increase of over MAD 2,000/tons of fuel, or +60%, affects the economic sector balance, hinders development effort and slows down the investments planned, in particular at the sugar beet factories which are large consumers of fuel. This situation requires urgent accompanying and sugar price revaluation measures to enable achieving and ensuring the profitability of the major investments scheduled.

FUTURE PROSPECTS


BALANCE SHEET: ASSETS

SOCIAL ACCOUNTS (COSUMAR SA)

Fiscal Year 1/01/2013 to 31/12/2013in MAD

ASSETSFISCAL YEAR PREVIOUS

GROSS AMORTIZATIONSand provisions Net Net

FIX

ED A

SSET

S

IMMOBILIZATION IN NON-VALUE (A) 11,861,089.15 9,008,392.11 2,852,697.04 3,884,778.76 • Preliminary cost - - • Costs to be distributed over several fiscal years 11,861,089.15 9,008,392.11 2,852,697.04 3,884,778.76 • Redemption premiums - - INTANGIBLE ASSETS (B) 19,239,434.00 2,776,433.00 16,463,001.00 16,463,001.00 • Research and development capital - - • Patents,trademarks, similar rights and assets - - • Goodwill 19,239,434.00 2,776,433.00 16,463,001.00 16,463,001.00 • Other intangible assets - - TANGIBLE CAPITAL ASSETS (C) 4,437,226,604.34 2,777,636,317.81 1,659,590,286.53 1,551,688,852.35 • Land 107,700,774.28 - 107,700,774.28 57,620,184.28 • Constructions 566,737,293.04 287,944,536.03 278,792,757.01 251,803,247.20 • Technical facilities,machinery and equipment 3,429,746,570.15 2,260,141,129.36 1,169,605,440.79 851,856,346.43 • Transport equipment 28,544,999.84 24,950,420.27 3,594,579.57 5,230,927.13 • Office equipment, furniture and fittings 244,337,141.69 204,600,232.15 39,736,909.54 36,906,284.49 • Other tangible assets - • In progress current tangible assets 60,159,825.34 60,159,825.34 348,271,862.82 FINANCIAL ASSETS (D) 1,635,560,502.27 40,200.00 1 635,520,302.27 1,637,357,524.42 • Receivables secured loans 14,028,369.84 - 14,028,369.84 16,709,791.99 • Other financial receivables 1,284,447.22 - 1,284,447.22 1,284,447.22 • Equity securities 1,620,247,685.21 40,200.00 1,620,207,485.21 1,619,363,285.21 • Other equity securities - - CONVERSION LOSSES (E) - - - • Reduction of non-performing loans - • Increase of financial debts - TOTAL I (A+B+C+D+E) 6,103,887,629.76 2,789,461,342.92 3,314,426,286.84 3,209,394,156.53

CU

RR

ENT

ASS

ETS

STOCKS (F) 1,111,705,243.17 22,030,657.98 1,089,674,585.19 888,437,993.50 • Goods - - • Materials & consumables 478,176,673.17 21,632,420.98 456,544,252.19 491,180,448.24 • Goods in process - - - - • Intermediates & residual products 20,718,919.61 - 20,718,919.61 20,506,856.31 • Finished products 612,809,650.39 398,237.00 612,411,413.39 376,750,688.95 OPERATING RECEIVABLES (G) 1,831,564,402.47 13,872,209.58 1,817,692,192.89 2,598,704,677.67 • Receivables from suppliers, advances & deposits 10,275,268.16 10,275,268.16 7,666,283.52 • Customers & related accounts 232,084,673.19 3,491,341.74 228,593,331.45 170,188,023.14 • Staff 24,477,054.54 - 24,477,054.54 26,093,671.25 • State 1,163,018,841.91 1,163,018,841.91 2,050,928,892.35 • Accounts of shareholders 7,900,000.00 - 7,900,000.00 4,000,001.00 • Other receivables 382,529,424.84 10,380,867.84 372,148,557.00 326,507,828.48 • Accruals and deferred income 11,279,139.83 11,279,139.83 13,319 977.93 INVESTMENT SECURITIES (H) -

EXCHANGE RATE DIFFERENCES ON ASSETS (I) CURRENT 217,530.44 217,530.44 118,658.65

TOTAL II (F+G+H+I) 2,943,487,176.08 35,902,867.56 2,907,584,308.52 3,487,261,329.82

CA

SH F

LOW

Cash and equivalent assetS 39,677,331.57 - 39,677,331.57 78,614,024.48 • Check & bills awaiting collection 11,233,443.32 - 11,233,443.32 • Bank, TG & CCP 26,792,364.21 - 26,792,364.21 68,989,668.19 • Cash, imprest accounts & letters of credits 1,651,524.04 1,651,524.04 9,624,356.29 TOTAL III 39,677,331.57 39,677,331.57 78,614,024.48 GRAND TOTAL I + II + III 9,087,052,137.41 2,825,364,210.48 6,261,687,926.93 6,775,269,510.83


BALANCE SHEET: LIABILITIESFiscal Year 1/01/2013 to 31/12/2013

in MAD

LIABILITIES FISCAL YEAR PREVIOUS

PER

MA

NEN

T F

UN

DIN

G

EQUITY 2,709,935,831.33 2,546,788,899.77

• Social or directoral capital (1) 419,105,700.00 419,105,700.00

• less shareholders, uncalled subscribed capital

Called-up capital

Of which paid…………………………………

• Additional paid-in capital, merger or other premiums 34,564,369.70 34,564,369.70

• Revaluation differences - -

• Legal reserves 41,910,570.00 41,910,570.00

• Other reserves 1,631,503,925.82 1,322,503,925.82

• Retained earnings (2) 598,634.25 329,271.92

• Net results pending assignment (2) - -

• Net result for the year (2) 582,252,631.56 728,375,062.33

TOTAL EQUITY (A) 2,709,935,831.33 2,546,788,899.77

quasi EQUITY (B) 477,522,833.92 457,834,112.10

• Investment grants - -

• Regulated provisions 477,522,833.92 457,834,112.10

FINANCING LIABILITIES (C) 440,000,000.00 80,000,000.00

• Bond issues - -

• Other funding liabilities 440,000,000.00 80,000,000.00

TERM PROVISIONS FOR CONTINGENCIES AND LOSSES (D) 52,653,132.73 104,881,721.96

• Provisions for contingencies and losses 52,653,132.73 104,881,721.96

LIABILITIES UNDER CONVERSION GAINS (E)

• Increase in non-performing loans - -

• Decrease in financing liabilities - -

TOTAL I (A+B+C+D+E) 3,680,111,797.98 3,189,504,733.83

CU

RR

ENT

LIA

BILI

TIE

S

DEBTS FROM CURRENT LIABILITIES (F) 2,183,799,083.67 2,941,175,090.68

• Suppliers & related accounts 1,969,838,421.70 2,391,794,719.02

• Creditor customers, advance payments & deposits 7,524,696.00 7,632,299.26

• Staff 33,943,105.05 31,454,227.43

• Social organizations 11,978,476.80 10,688,228.28

• State 34,540,087.66 76,842,178.09

• Accounts of shareholders 43,391,879.36 329,542,495.36

• Other creditors 38,570,144.08 32,985,559.52

• Accruals and deferred income 44,012,273.02 60,235,383.72

OTHER PROVISIONS FOR CONTINGENCIES AND LOSSES (G) 217,530.44 118,658.65

LIABILITIES UNDER CONVERSION GAINS (H) (Circulating items) 2,576,881.34 540,812.40

TOTAL II (F+G+H) 2,186,593,495.45 2,941,834,561.73

CA

SH F

LOW

cash and equivalent liabilitIES 394,982,633.50 643,930,215.27

• Yielding discount credits - -

• Cash credits - -

• Banks of regularization 394,982,633.50 643,930,215.27

TOTAL III 394,982,633.50 643,930,215.27

generaL total I + II + III 6,261,687,926.93 6,775,269,510.83 (1) Owing Directoral capital borrowing(2) Profit (+),deficit (-)


ACCOUNTS OF REVENUES AND EXPENSES (EX TAX)Fiscal Year 1/01/2013 to 31/12/2013

in MAD

NATURE

OPERATIONSTOTALS FOR the years

3 = 1 + 2

TOTALS FROM previous

fianancialyear

operationsSpecific

to the exercise1

Concerning previous

years2

OPE

RAT

ION

I OPERATING INCOME 7,665,509,229.02 7,665,509,229.02 7,336,549,339.20 • Sale of goods (in their current state) - - - - • Sale of produced goods & services 4,736,569,986.03 - 4,736,569,986.03 4,844,409,979.09 TURNOVER 4,736,569,986.03 - 4,736,569,986.03 4,844,409,979.09 • Variation of product stocks (1) 234,798,765.49 234,798,765.49 -33,706,903.61 • In-house produced assets - - - - • Operating grants 2,606,185,725.71 - 2,606,185,725.71 2,413,890,631.88 • Other operating income 54,640,705.84 - 54,640,705.84 48,990,683.80 • Operating reversals: expense reclassifications 33,314,045.95 33,314,045.95 62,964,948.04 TOTAL I 7,665,509,229.02 7,665,509,229.02 7,336,549,339.20 II operating income 6,946,240,795.37 -20,596,449.29 6,925,644,346.08 6,486,559 564.75

- - - - • Resold procurements (2) of goods 6,033,474,775.86 -20,596,449.29 6,012,878,326.57 5,615,668,525.02 • Other external charges 298,333,843.47 298,333,843.47 287,367,763.75 • Taxes & fees 13,317,159.47 13,317,159.47 11,120,812.63 • Staff expenses 328,034,004.18 328 034 004.18 325 671 675.93 • Other operating expenses 1,524,594.43 - 1,524,594.43 4,880,000.00 • Depreciations and provisions 271,556,417.96 - 271,556,417.96 241,850,787.42 TOTAL II 6,946,240,795.37 -20,596,449.29 6,925,644,346.08 6,486,559,564.75 III OPERATING RESULT (I - II) 739,864,882.94 849,989,774.45

FIN

AN

CIA

L

IV FINANCIAL REVENUES 99,766,353.96 - 99,766,353.96 112,141,699.94 • Income From equity investment and other securities 90,959,935.00 - 90,959,935.00 105,436,387.50 • Exchange gains 6,686,179.57 - 6,686,179.57 4,977,804.03 • Interests & other financial products 2,001,580.74 - 2,001,580.74 1,614,332.59 • Financial reversals: expense reclassifications 118,658.65 - 118,658.65 113,175.82 TOTAL IV 99,766,353.96 - 99,766,353.96 112,141,699.94 V FINANCIAL EXPENSES 45,279,369.65 - 45,279,369.65 40,012,763.88 • Charges 44,810,350.64 - 44,810,350.64 39,800,911.51 • Exchange losses 251,488.57 - 251,488.57 92 682.78 • Other financial charges - - - 510.94 •Financial allocations 217,530.44 - 217,530.44 118,658.65 TOTAL V 45,279,369.65 45,279,369.65 40,012,763.88 VI FINANCIAL RESULT (IV - V) 54,486,984.31 72,128,936.06 VII CURRENT RESULT (III + VI) 794,351,867.25 922,118,710.51

NO

N C

OU

RA

NT

VIII NON CURRENT REVENUES 127,202,430.17 - 127,202,430.17 162,934,581.53 • Revenue from diposals of non-current assets 352,000.00 - 352,000.00 12,649,036.84 • Balancing subsidy - - • Reversals on investment grants - - • Other non-current income 1,432,987.46 - 1,432,987.46 68,951.79 • Non-current reversals: expense reclassifications 125,417,442.71 - 125,417,442.71 150,216,592.90 TOTAL VIII 127,202,430.17 - 127,202,430.17 162,934,581.53 IX NON CURRENT EXPENSES 142,799,975.86 - 142,799,975.86 122,382,780.71 • Sold assets net value - - - 677,717,73 • Grants awarded - - • Other non-current expenses 48,524,501.68 - 48,524,501.68 77,072,795.80 • Non-current expenses to depreciation, amortization and

provisions 94,275,474.18 - 94,275,474.18 44,632,267.18

TOTAL IX 142,799,975.86 - 142,799,975.86 122,382,780.71 X NON CURRENT RESULT (VIII - IX) -15,597,545.69 40,551,800.82 XI PRE-TAX RESULT (VII + X) 778,754,321.56 962,670,511.33 XII TAXES ON RESULTS 196,501,690.00 196,501,690.00 234,295,449.00 XIII NET RESULT (XI - XII) 582,252,631.56 728,375,062.33

(1) Inventory change: final stock – initial stock ; increase (+) ; decrease (-).(2) Resold or consumed purchases: purchases – inventory change..

XIV TOTALexpenseS (I + IV + VIII) 7,892,478,013.15 7,611,625,620.67 XV TOTAL productS (II + V + IX + XII) 7,310,225,381.59 6,883,250,558.34 XVI net RESULT (XIV - XV) 582,252,631.56 728,375,062.33


37, bv Abdellatif Ben Kaddour 20 050 Casablanca Morocco

101, bv Massira Al Khadra 20 100 Casablanca Morocco

TO COSUMAR SHAREHOLDERS8, EL Mouatamid Bnou Abbad St

Casablanca

SUMMARY OF THE STATUTORY AUDITORS’ REPORT FOR THE FISCAL YEAR FROM 1ST JANUARY TO 31ST DECEMBER 2013

As mandated by your General Assembly, we present our report for the year ended December 31, 2013.

We have audited the accompanying financial statements of COSUMAR Company, including the balance sheet, statement of income, the cash flow statement and the additional disclosures for the year ended on December 31, 2013. These management reports show an amount of equity and quasi-equity of MAD 3,187,458,665.25 of which a net profit of MAD 582,252,631.56

The Management is responsible for the establishment and fair presentation of these management reports in accordance with Moroccan accounting standards.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the applicable standards of the profession in Morocco and taking into account the legal and regulatory provisions in force.

We certify that the management reports referred to in the second paragraph above are consistent and sincere and give in all material respects, a faithful representation of the asset base, the financial situation, as well as the result at 31 December 2013, in accordance with Moroccan accounting standards.

SPECIFIC VERIFICATIONS AND INFORMATIONWe have also carried out the specific procedures prescribed by law and we have verified the sincerity and consistency of the information provided in the management report prepared by the Board of Directors for the shareholders with the summary statements of the company.Furthermore, in accordance with article 172 of Act 17-95, as amended by Act 20-05, we inform you that the COSUMAR Company has conducted during fiscal year 2013:

- the creation of INTERNATIONAL COSUMAR COMPANY LIMITED “INCOMAR” with a fully paid-up capital of KMAD 422 and wholly-owned by COSUMAR S.A.,

- the creation of GAFA INTERNATIONAL COMPANY LIMITED «GIC» with a fully paid-up KMAD 422 and wholly-owned by COSUMAR S.A.

Casablanca, March 10, 2014

THE AUDITORS


81

(In MAD millions)

LIABILITIES 31-DEC-13 31-DEC-12

Capital 419.1 419.1Share and premium 34.6 34.6Reserves 2,488.8 2,167.0Net income Group Share 628.7 72.8

EQUITY ATTRIBUTABLE TO ORDINARY SHAREHOLDERS PARENT 3,571.2 3,350.5

Minority interests 14.8 15.8CONSOLIDATED SHAREHOLDERS’ EQUITY 3,586.0 3,366.2Provisions 31.3 41.1Staff advantages 175.6 241.0Net current and non-current provisions 970.8 136.4- Amounts owed to credit institutions 970.8 136.4Deferred tax liabilities 549.5 494.9Other non-current payables 4.8 5.6NON-CURRENT FINANCIAL DEBTS 1,732.0 919.0Current financial debts 815.7 1,349.6- Amounts owed to credit institutions 778.1 1 296.5- Hedging derivatives 37.6 53.2Current trade payables 2,134.8 2,549.8Other current payables 313.7 617.2CURRENT FINANCIAL DEBTS 3,264.2 4,516.7TOTAL LIABILITIES 4,996.2 5,435.7TOTAL EQUITY AND LIABILITIES 8,582.3 8,801.9

CONSOLIDATED BALANCE SHEET: ASSETS

(In MAD millions)

ASSETS 31-déc-13 31-déc-12

Goodwill 196.1 196.1Intangible assets 0.1 0,1Tangible fixed assets 3,945.0 3,806.8Investment property 63.7 63.7Other financial assets 144.5 159.5- Loans and credits 97.4 113.2- Assets held for sale 47,1 46.3NON-CURRENT ASSETS 4,349,5 4,226.2Stocks and work in progress 1,513.8 1,185.6Accounts receivables 245.9 171.2Other receivables 2,398.6 3,125.0Cash and cash equivalents 74.5 93.8CURRENT ASSETS 4,232.8 4,575.7TOTAL ASSETS 8,582.3 8,801.9

CONSOLIDATED BALANCE SHEET: LIABILITIES

CONSOLIDATED ASSETS


(In MAD millions)

dEc-13 dEc-12

Revenue 5,975.1 5,983.7Other operating revenue 3,567.0 2,746.0REVENUES 9,542.1 8,729.7Purchases (7,342.2) (6,647.7)Other external expenses (450.4) (426.4)Staff expenses (420.9) (404.7)Taxes (31.5) (27.9)Depreciation and operating provisions (321.3) (262.3)Other net operating revenues and expenses 17.5 15.3CURRENT OPERATING EXPENSES (8,548.8) (7,753.6)CURRENT OPERATING RESULT 993.2 976.0Asset disposals 0.6 160.3Non-current operating expenses and revenue 0.3 10.1INCOME FROM OPERATING ACTIVITIES 994.1 1 146.4Interest income 10.6 9.9Interest expenses (93.9) (89.7)Other financial income and expenses 12.0 2.2FINANCIAL RÉSULT (71.3) (77.6)PROFIT BEFORE TAX FROM CONSOLIDATED COMPANIES 922.8 1 068.8Current taxes (229.7) (239.1)Deferred tax (53.7) (87.4)NET PROFIT OF CONSOLIDATED COMPANIES 639.4 742.3Income from equity affiliatesNET INCOME FROM CONTINUING OPERATIONS 639.4 742.3Income from discontinued operations (10.3) (10.7)INCOME FROM THE CONSOLIDATED GROUP 629.1 731.6Minority interests (0.4) (1.7)NET INCOME - GROUP SHARE 628.7 729.8Net income per share in MAD- low 150.0 174.1- diluted 150.0 174.1

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In MAD millions)

dec-13 dec-12

Profit of the year 629.1 731.6Profits and losses on revaluation of AFS 0.0 0.0Actuarial gains and losses on defined benefit plans 9.0 0.0Income tax on other comprehensive income 0.0 0.0GLOBAL INCOME 638.0 731.6Minority interests (0.4) (1.7)GLOBAL NET PROFIT – GROUP SHARE 637.7 729.8


(In MAD millions)

EQUITY

SHARE AND

EMERGE PREMIUM

UNDISTRIBUTED

VARIATION FOR THE YEAR IN

ACTUARIAL

Total GrouP

MINORITY INTERESTS Total

ON 1 JANUARY 2012 419.1 34.6 2,610.5 0.0 3,064.2 18.1 3,082.2

Effects on changes in accounting 0.0 0.0 0.0 0.0

method / error correction

RESTATED AMOUNTS AT OPENING 419.1 34.6 2,610.5 0.0 3,064.2 18.1 3,082.2

CHANGE IN EQUITY FOR 2012

Profit for the period 729.8 729.8 1.7 731.6

Profits & losses from revaluation of AFS 0.0 0.0

COMPREHENSIVE INCOME FOR THE YEAR 0.0 0.0 729.8 729.8 1.7 731.6

Dividends paid -419.0 -419.0 -2.9 -421.9

Other transactions with shareholders -24.5 -24.5 -1.1 -25.6

TOTAL TRANSACTIONS WITHSHAREHOLDERS 0.0 0.0 -443.5 0.0 -443.5 -4.0 -447.6

ON 31 DECEMBER 2012 419.1 34.6 2,896.8 0.0 3,350.5 15.8 3,366.2

ON 1 JANUARY 2013 419.1 34.6 2,896.8 0.0 3,350.5 15.8 3,366.2

Effects on changes in accounting -2.3 4.4 2.2 0.1 2.2

method / error correction N-1 error corrections: 0.0 0.0 0.0

RESTATED AMOUNTS AT OPENING 419.1 34.6 2,894.5 4.4 3,352.6 15.8 3,368.4

CHANGE IN EQUITY FOR 2013

Profit for the period 628.7 628.7 0.4 629.1

Profits & losses from revaluation of AFS 0.0

Actuarial gains / losses 9.0 9.0 0.0 9.0

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 0.0 0.0 628.7 9.0 637.7 0.4 638.0

Dividends paid -419.1 -419.1 -1.4 -420.5

Other transactions with shareholders 0.0 0.0 0.0 0.0

TOTAL TRANSACTIONS WITHSHAREHOLDERS 0.0 0.0 -419.1 0.0 -419.1 -1.4 -420.5

ON 31 DECEMBER 2013 419.1 34.6 3,104.1 13.4 3,571.2 14.8 3,586.0

STATEMENT OF CHANGES IN EQUITY


STATEMENT OF CONSOLIDATED CASH FLOWS

(In MAD millions)

dEc-13 dEc-12

Profit from consolidated companies 629.1 731.6

ADJUSTMENTS FOR

Depreciation and amortization. Impairment losses 254.0 161.9

Other adjustments (16.6) (2.3)

CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX 866.5 891.1

Elimination of the charge (income) taxes 283.4 326.5

Elimination of cost of net financial debt 83.4 79.8

CASH FLOW BEFORE COST OF NET FINANCIAL DEBT TAX 1,233.2 1,297.4

Impact of the WCR variation (102.4) (843.4)

Deferred taxes 0.0 (0.2)

Paid taxes (229.7) (239.1)

FORMATING NET CASH PROVIDED BY OPERATING ACTIVITIES 901.1 214.7

Acquisition of tangible and intangible assets (460.9) (455.9)

Disposals of tangible and intangible assets 0.7 218.1

Other flows 19.9 21.3

NET CASH USED IN INVESTING ACTIVITIES (440.3) (216.5)

Borrowings 901.5 3.3

Repayment of loans (67.0) (216.4)

Dividends paid to shareholders of the parent company (419.1) (419.0)

Dividends paid to minority shareholders of subsidiaries (1.4) (2.9)

Cost of net debt (83.4) (79.8)

Change in associates account (292.4) 300.8

NET CASH FROM FINANCING ACTIVITIES 38.2 (414.4)

VARIATION OF CASH AND CASH EQUIVALENTS 499.1 (416.2)

Net cash and cash equivalents at opening (1 202.6) (786.4)

Net cash and cash equivalents at closure (703.6) (1 202.6)

VARIATION OF CASH AND CASH EQUIVALENTS 499.1 (416.2)


NOTE 1. ACCOUNTING RULES AND METHODS

1.1. Accounting standards

Pursuant to opinion No. 5 of the National Accounting Council (CNC), 26/05/2005 and in accordance with the provisions of Article 6, paragraph 6.3 of Circular No. 07/09 of Securities Ethics Council (CDVM) of 15 July 2009, the consolidated financial statements of COSUMAR Group are prepared in accordance with international accounting standards adopted in the European Union on 31 December 2012 and as published on that date.

The International accounting standards include IFRS (International Financial Reporting Standards), IAS (International Accounting Standards) and their SIC and IFRIC interpretations (Standards Interpretations Committee and International Financial Reporting Interpretations Committee).

The Group regularly monitors the latest publications of the IASB and IFRIC.

In 2009, the COSUMAR Group opted, as part of the IAS 1 standard, for the presentation of the comprehensive income in two Statements:- Statement detailing components of income (statement

of income) ;- Statement that starts with the income and detailing other

components of comprehensive income (statement of comprehensive income).

Thus, in 2010, the Group has applied to the financial statements present in the revised IFRS 3 «Business combination», the main provisions of which is that Goodwill is only determined on the date of the takeover and that, from 2010, it was no longer possible to adjust it beyond the evaluation period. Now, additional acquisitions after majority takeover do not change the amount of Goodwill.

In 2013, the Group adopted the normative changes provided for by the IFRS repository regarding the IAS 19 revised standard, the evolution of which is the abolition of the corridor rule for the recognition of actuarial gains and losses. The latter are now fully recognized the year following their identification against other comprehensive income and the use of a generational mortality table.

1.2. Principles of consolidation

The consolidated accounts are prepared under the historical cost convention except for certain categories of assets and liabilities in accordance with the principles embodied in IFRS.

All COSUMAR Group companies are consolidated from the annual accounts for the financial year ended 31 December 2013.

In accordance with IFRS, there is no exemption to the Group’s perimeter of consolidation. The insignificant shareholdings are treated as AFS securities.

1.3. Tangible capital assets

Specific rule in the first adoption: as part of the first application of IFRS standards and in accordance with the provisions of IFRS 1, the company has conducted, on January 1, 2006, the fair-value measurements of all of its intangible and tangible fixed assets, and has retained that value as deemed cost. Fair value measurements were conducted by independent experts.

Applicable principles as from January 1, 2006:

In accordance with IAS 16, tangible fixed assets are recorded at the historical cost or original manufacturing cost, reduced by the accumulated depreciation and, where applicable, by any accumulated impairment losses. Depreciation is charged based on the useful life.

The amortization method chosen by the Group is the linear method.

SUMMARY OF NOTES TO THE CONSOLIDATED ACCOUNTS


1.4. Stocks

Inventories are valued at lower cost or net realizable value.

The cost reflects the cost of procurement or production costs incurred to bring inventories to the state and the place where they are. These include, based on a normal level of activity, direct and indirect costs of production. Production costs are generally calculated using the weighted average cost method.

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs to complete products and estimated costs necessary to complete the sale.

1.5. Employee Benefits

The Group’s obligations under the plans for health coverage and defined benefit at retirement allowances are determined in accordance with IAS 19, based on the method of projected unit credit, taking into account the specific economic conditions in Morocco.

The commitments are covered by provisions recorded in the balance sheet as to the acquisition of rights by employees.

The retirement benefits are also subject to a provision. The latter is calculated taking into account the likelihood of the presence of employees in the Group on their date of retirement. This provision is updated at each closure.

NOTE 2. SCOPE OF CONSOLIDATION AT 31 DECEMBER 2013

COMPANY OWNERSHIP % EQUITY %CONSOLIDATION

METHOD

COSUMAR (parent) 100.00% 100.00% Full Consolidation

SUCRAFOR 90.96% 90.96% Full Consolidation

SUNABEL 99.15% 99.15% Full Consolidation

SURAC 100.00% 100.00% Full Consolidation

SUTA 99.84% 99.84% Full Consolidation

Moreover, the complete consolidated financial statements of the Group at December 31, 2013, established in accordance with international standards will be made available on the company’s website.

These complete statements include, besides the statement of the consolidated financial position, the statements of income and of consolidated comprehensive income, the consolidated Statement of Cash Flow and the statement of changes in consolidated shareholders’ equity and detailed notes.





Casablanca

SUMMARY OF THE AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS AT 31ST DECEMBER 2013

As mandated by your General Assembly, we present our report for the year ended December 31st, 2013 ;

We have audited the consolidated financial statements attached of COSUMAR and its subsidiaries (COSUMAR Group) including the state of the financial position at 31st December, 2013, the consolidated income statement, the consolidated statement of comprehensive income, the statements of changes in equity and cash flow statement for the year then ended, and notes containing a summary of significant accounting policies and other explanatory notes for the period from 1st January to 31st December 2013.

These financial statements show an amount of consolidated equity of MAD 3,586 million, of which a consolidated net income of MAD 621.1 millions.

The Management is responsible for the establishment and fair presentation of these financial statements in accordance with International Financial Reporting Standards (IFRS).

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with applicable standards of the profession in Morocco.

In our opinion, the consolidated financial statements referred to in the second paragraph above give in all material respects, a true picture of the financial situation of the group comprising the entities included in the consolidation at 31st December 2012, as well as the financial performance and cash flows for the year ended on that date, in accordance with the International Financial Reporting Interpretations Committee (IFRIC).

Without reassessing the opinion expressed above, we draw your attention to the fact that in the context of the implementation of the tax liability warranty under the acquisition contract of SUTA, SUNABEL, SURAC and SUCRAFOR sugar plants, COSUMAR Group has found in its accounts the amounts of already closed tax reassessments, and has asked for these reassessments to be refunded by the State. According to management, COSUMAR group is also entitled to claim the refund of tax losses as may arise from other possible controls. Thus, the effect of the exercise of the tax liabilities guarantee is not yet final to date.

Casablanca, March 10th 2014

AUDITORS





Casablanca

SPECIAL REPORT OF AUDITORS FISCAL YEAR JANUARY 1 TO DECEMBER 31, 2013

In our capacity as auditors of your company, we present our report on the regulated agreements in accordance with the provisions of articles 56 to 59 of law 17-95 as amended and supplemented by Act 20-05 and its implementing decree.

It is our responsibility to submit to you the main characteristics and provisions of the agreements of which we were informed by the Chairman of the Board of directors or which we discovered during our mission, without commenting as to their usefulness or appropriateness, or looking for the existence of other agreements. It is your responsibility according to the law above, to comment as to their approval.

We performed the procedures that we deemed necessary under the auditing standards in Morocco. These procedures included assessment of the adequacy of the information we were provided with and with the basic documents it is taken from.

1. AGREEMENTS ENTERED INTO DURING THE YEAR

1.1 AGREEMENTS PREVIOUSLY AUTHORIZED BY YOUR BOARD OF DIRECTORS

1.1.1 Agreement to provide packaging between COSUMAR and SUNABEL (written agreement)

Director involved: Mr. Mohammed FIKRAT is CEO of COSUMAR and SUNABEL.

Nature and purpose of agreement: this agreement provides funds for packaging sugar between COSUMAR and SUNABEL as part of the optimization of production facilities.

Main terms: • Effective date: 2013• Compensation: - MAD 321 (excl. VAT)/T for 1 kg - MAD 250 (excl. VAT)/T for 2 kg

The amount of provision of inventories recorded under year 2013 totalled KMAD 7,223, disbursed amounting to KMAD 3,119.

1.1.2 Agreement to provide packaging and refining services between COSUMAR and SUNABEL (written agreement)

Director involved : Mr. Mohammed FIKRAT is CEO of COSUMAR and SUNABEL.Nature and purpose of agreement: This agreement provides for raw sugar refining and packaging services between

COSUMAR and SUNABEL as part of the optimization of production facilities.


Main terms: • Effective date : 2013• Compensation : MAD 600 (excl. VAT)/T for 50kg MAD 850 (excl. VAT)/T for 2kg MAD 921(excl. VAT)/T for 1 kgThe amount of provisions of inventories recorded under year 2013 totalled KMAD 11,522, which has not yet been disbursed

1 - 1 - 3 Agreement to provide refining and packaging between COSUMAR and SURAC (written agreement)

Director involved: Mr Mohammed FIKRAT is CEO of COSUMAR and SURAC.

Nature and purpose of agreement: This agreement provides for raw sugar refining and packaging services between COSUMAR and Surac as part of the optimization of production facilities.

Main terms: • Effective date : 2013 • Compensation : - MAD 600 (excl. VAT)/T for 50 kg - MAD 850 (excl. VAT)/T for 2 kg - MAD 921 (excl. VAT)/T for 1 kg The amount of provision of inventories recorded under year 2013 totalled KMAD 4,928, which has been disbursed amounting to KMAD 922.

1 - 1 - 4 Packaging agreement between COSUMAR and SURAC (written agreement)

Director involved: Mr. Mohammed FIKRAT is CEO of COSUMAR and SURAC.Nature and purpose of agreement: This agreement provides for raw sugar refining and packaging between COSUMAR and

SURAC as part of the optimization of production facilities.Main terms:• Effective date : 2013• Compensation : MAD 321 (excl. VAT)/T for 1 kg MAD 250 (excl. VAT)/T for 2 kg MAD 830 (excl. VAT)/T for cube and lump The amount of provision of inventories recorded under year 2013 totalled KMAD 8,320, which has been disbursed amounting to KMAD 7,955.

1 - 1 - 5 Packaging agreement between COSUMAR and SUTA (written agreement)

Director involved: Mr. Mohammed FIKRAT is CEO of COSUMAR and SUTA.Nature and purpose of agreement: This agreement provides for raw sugar refining and packaging services between

COSUMAR and SUTA as part of the optimization of production facilities. Main terms:• Effective date : 2013 • Compensation : MAD 830 (excl. VAT)/T for the cube and lump MAD 700 (excl. VAT)/T for the sugar loaf MAD 250 (excl. VAT) for 1kg and 2kgThe amount of provision of inventories recorded under year 2013 totalled KMAD 6,352, disbursed amounting to KMAD 6,277.

1 - 1 - 6 Services’ agreement between COSUMAR and WILMAR

Director involved: Mr. Jean Luc BOHBOT is a common administrator of WILMAR and COSUMAR.

Nature and purpose of agreement: Under this agreement, Wilmar provides COSUMAR with services in the area of strategy, trade-related technical assistance, investment assistance, and financial assistance.


Main terms: • Duration : Period from 16/10/2013 to 31/12/2013• Compensation : 0.425% of turnover, capped at MAD 12.5 million.The amount of provision of inventories recorded under year 2013 totalled KMAD 2,621, which has not yet been disbursed.

1 - 1 - 7 Agreement for the provision of services between Cosumar and SNI

Director involved: Mr. Hassan BOUHEMOU is CEO of SNI and administrator of COSUMAR.Nature and purpose of agreement : Under this agreement, SNI provides COSUMAR with services in the areas of

management control, investment assistance, financial assistance, human resources management, marketing, computer and audit assistance.

Main terms: • Duration : period from 16/10/2013 to 31/12/2013• Compensation : 0.425% of turnover, capped at MAD 12.5 million.The amount of provision of inventories recorded under year 2013 totalled KMAD 2,621, which has not yet been disbursed.

1-2 AGREEMENTS NOT PREVIOUSLY AUTHORIZED BY YOUR BOARD OF DIRECTORS

None

2 - AGREEMENTS ENTERED INTO DURING PREVIOUS YEARS AND THE EXECUTION OF WHICH CONTINUED DURING THE YEAR.

2 - 1 SERVICES’ AGREEMENT BETWEEN SNI AND COSUMAR (WRITTEN AGREEMENT)

Director involved: Mr. Hassan BOUHEMOU is CEO of SNI and Administrator of COSUMAR.Nature and purpose of agreement : Under this agreement, SNI provides COSUMAR with services in the areas of the

contribution to the Presidency for the defense of the interests of the sugar industry, including legal, management control, human resources, financial and fiscal counseling.

Main terms: • Effective date : April 1997• Duration : One year renewable by tacit agreement• Compensation : 0.85% of turnover capped at MMAD 25 until October 15, 2013The amount of provision of inventories recorded under year 2013 totalled MMAD 19,769, fully disbursed.

2 - 2 CASH MANAGEMENT AGREEMENT BETWEEN SNI AND COSUMAR (WRITTEN AGREEMENT)

Director involved: Mr. Hassan BOUHEMOU is CEO of SNI and administrator of COSUMAR.

Nature and purpose of agreement : This agreement provides for the centralization of cash management in order to optimize both the use of credit and the investment of surplus cash.

Main terms: • Effective date : March 1999• Duration : One year renewable by tacit agreement• Compensation : An annual rate of 2.5% for accounts receivable and an annual rate of 5.35% for accounts payable,

through October 15, 2013.During fiscal year 2013, the interest payments made on SNI’s current account generated costs for COSUMAR of KMAD 10.194 ex-tax, paid for in full.


2 - 3 CASH MANAGEMENT AGREEMENT BETWEEN CELACO AND COSUMAR (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed FIKRAT is CEO of COSUMAR and Administrator of Celaco.

Nature and purpose of agreement : This agreement deals with the optimization of cash flows through a current account.Main terms: • Effective date : January 2003• Duration : One year renewable by tacit agreement• Compensation : Annual rate of 2.5% The amount of provision of inventories recorded under year 2013 is nil.

2 - 4 CASH MANAGEMENT AGREEMENT BETWEEN COSUMAR AND SURAC, SUTA, SUNABEL AND SUCRAFOR CORPORATIONS (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed Fikrat is CEO of COSUMAR, SUNABEL, SURAC, SUCRAFOR and SUTA.Nature and purpose of agreement : This agreement provides for the centralization of cash management in order to optimize

both the use of credit and the investment of surplus cash. Main terms: • Effective date : 2006• Duration : One year renewable by tacit agreement• Compensation : An annual rate of 2.5% for accounts receivable and an annual rate of 5.35% for accounts payable.

During fiscal year 2013, the remuneration of accounts receivable of SURAC, SUTA, SUCRAFOR and SUNABEL generated KMAD 389 of revenues for COSUMAR, which were cashed in full.

2 - 5 SERVICES’ AGREEMENT BETWEEN COSUMAR AND SUTA, SUNABEL, SURAC AND SUCRAFOR CORPORATIONS (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed Fikrat is CEO of COSUMAR, SUNABEL, SURAC, SUCRAFOR and SUTA.Nature and purpose of agreement : This agreement provides for services delivered to SUTA, SUNABEL, SURAC and

SUCRAFOR by COSUMAR in the areas of management control, investment assistance, financial assistance, human resources management, marketing, sales support, computer assistance and audit.

Main terms: Effective date : 2006Duration : One year renewable by tacit agreementCompensation : Compensations are set at 0.425% of turnover and MAD 40 per ton of sugar sold.

The amount of provision of inventories recorded under year 2013 totalled KMAD 14.317, which were cashed amounting to KMAD 10,116.

2 - 6 CASH MANAGEMENT AGREEMENT BETWEEN COSUMAR AND SUCRUNION (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed Fikrat is CEO of COSUMAR and SUCRUNION.

Nature and purpose of agreement : This agreement provides for the centralization of cash management in order to optimize both the use of credit and the investment of surplus cash.


Main terms: Effective date : April 2007Duration : One year renewable by tacit agreementCompensation : An annual rate of 2.5% for accounts receivable and an annual rate of 5.35% for accounts payable.The amount of provision of inventories recorded under year 2013 totalled KMAD 280, cashed amounting to KMAD 191.

2 - 7 SERVICES’ AGREEMENT BETWEEN COSUMAR AND SUCRUNION (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed Fikrat is CEO of COSUMAR and SUCRUNION.

Nature and purpose of agreement : This agreement provides for the services delivered to SUCRUNION in the areas of management control, investment assistance, financial assistance, human resources management, marketing, sales support, computer assistance and audit.

Main terms: Effective date : April 2007Duration : One year renewable by tacit agreementCompensation : 0.85% of total turnover and MAD 35 per ton of sugar sold.The amount of provision of inventories recorded under year 2013 totalled KMAD 422, cashed amounting to KMAD 319.

2 - 8 PACKAGING AGREEMENT BETWEEN COSUMAR AND SUCRUNION (WRITTEN AGREEMENT)

Director involved: Mr. Mohammed Fikrat is CEO of COSUMAR and SUCRUNION.Nature and purpose of agreement : This agreement provides for raw sugar refining and packaging services between

COSUMAR and SUCRUNION as part of the optimization of production facilities.Main terms: Effective date : January 2009Duration : One year renewable by tacit agreementThe revenue generated for fiscal year 2013 totalled KMAD 7.186, cashed amounting to KMAD 5.439.

2 - 9 ANNUAL CONTRIBUTION TO FONDATION ONA (WRITTEN AGREEMENT)

Director involved: Mr. Hassan BOUHEMOU is CEO of Fondation ONA and administrator of COSUMAR.

Nature and purpose of agreement : Payment of an annual fee by COSUMAR to Fondation ONAMain terms: Compensation : Annual contribution of KMAD 6.400During fiscal year 2013, COSUMAR paid its annual contribution to Foundation ONA amounting to KMAD 6.400.

Casablanca, March 10, 2014

Auditors


RESOLUTIONS / FISCAL YEAR 2013

FIRST RESOLUTION

The General Assembly, having heard reports of the Board of Directors and the Auditors, approves the budget and accounts for the fiscal year 2013 as presented, resulting in a net profit of MAD 582,252,631.56.

It also approves the transactions reflected in these accounts or summarized in these reports.

SECOND RESOLUTION

As a result of adopting the above resolution, the General Assembly gives the directors and statutory auditors their discharge from the execution of their mandates for 2013 fiscal year.

THIRD RESOLUTION

The General Assembly, after having heard the special report of auditors on the agreements referred to in article 56 of Act 17-95, as amended and completed by Act 20-05, approves the operations concluded or performed during the fiscal year.

FOURTH RESOLUTION

The General Assembly approves the following allocation of results:Net profit 582,252,631.56 DHRetained from previous years (+) (+)598,634.25 DH

--------------------------------Balance 582,851,265.81 DHOptional reserve (-) 155,000,000.00 DHDividend (-) 427,487,814.00 DH

--------------------------------Balance 363, 451. 81 DH

It therefore decides to distribute a total dividend of MAD 427,487,814.00, that is a unit dividend of MAD 102.00 per share and allocate the balance carried forward not distributed, i.e. MAD 363,451.81 DH.

The dividend will be paid as prescribed by the regulations in force as of July, 15th 2014.


FIFTH RESOLUTION

The General Assembly renews the duties of the statutory auditors from:Firm ERNST & YOUNGLimited Liability Company with a capital of MAD 2,000,000.0037, Bd. Abdellatif Ben Kaddour – Casablanca represented by Mr. Abdelmejid FAIZandPRICEWATERHOUSE CompanyLimited Liability Company with a capital of MAD 2,000,000.00, 101, Bd. Al Massira Al Khadra - Casablanca represented by Mr. Aziz BIDAHfor a statutory term of three (3) years, which expires at the date of the Ordinary General Meeting for approving the financial statements of fiscal year 2016.

SIXTH RESOLUTION

The Shareholders’ Meeting takes note of the resignation of the National Investment company «SNI», represented by Mr. Aymane TAUD as administrator and gives him full discharge from his management.

SEVENTH RESOLUTION

The Shareholders’ Meeting takes note of Mr. Hassan BOUHEMOU’s resignation as administrator and gives him full discharge from his management.

EIGHTH RESOLUTION

The Shareholders’ Meeting takes note of Mr. Mohamed LAHLOU’s resignation as administrator and gives him full discharge from his management.

NINTH RESOLUTION

The Shareholders’ Meeting takes note of Mr. Mohamed LAMRANI’s resignation as administrator and gives him full discharge from his management.


TENTH RESOLUTION

The Shareholders’ Meeting ratifies the cooptation of “Mutuelle Agricole Marocaine d’Assurances” (MAMDA), represented by Mr. Hicham BELMRAH, in place of the “National Investment Company” (SNI) for the remainder of his predecessor’s term of office, i.e. until the Ordinary Shareholders’ Meeting convened to vote on the financial statements for fiscal year 2018.

ELEVENTH RESOLUTION

The Shareholders’ Meeting ratifies the cooptation of the Collective Retirement Benefit Scheme (RCAR) as administrator, represented by Mr. Hamid TAWFIKI, in place of Mr. Hassan BOUHEMOU for the remainder of his predecessor’s term of office, i.e. until the Ordinary Shareholders’ Meeting convened to vote on the financial statements for fiscal year 2018.

TWELFTH RESOLUTION

The Shareholders’ Meeting ratifies the cooptation of Mr. Abdellaziz ABARRO as administrator, in place of Mister Mohamed LAHLOU, for the remainder of his predecessor’s term of office, i.e. until the Ordinary Shareholders’ Meeting convened to vote on the financial statements for fiscal year 2018.

THIRTEENTH RESOLUTION

The Shareholders’ Meeting ratifies the cooptation of Wafa Assurance as administrator, represented by Mr. Mohamed Ramses ARROUB, in place of Mr. Mohamed LAMRANI for the remainder of his predecessor’s term of office, i.e. until the Ordinary Shareholders’ Meeting convened to vote on the financial statements for fiscal year 2018.

FOURTEENTH RESOLUTION

The Shareholders’ Meeting confers on the holder of a copy or an extract of the minutes of the present meeting all powers necessary in order to fulfill all legal formalities.


8, Mouatamid Ibnou Abbad St BP. 3098 - 20 300 Casablanca - Morocco

Tel.: +212 529 02 83 00 - Fax: +212 522 24 10 71 www.cosumar.co.ma

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