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BANQUE CENTRALE POPULAIRE 101, BOULEVARD ZERKTOUNI - B.P. : 10 622 - 21100 CASABLANCA - MAROC TEL. : (212) 22 20 25 33 - 22 22 41 11 - 22 22 25 89 - Fax : (212) 22 22 26 99 - 22 20 93 40 TELEX : BANCEPO 21 723 / 23 078 http://www.chaabinet.com

His Majesty MOHAMMED VI, king of Morocco.

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Message From the Chairman Key Figures Organisation of the Banques Populaires Group Mobilisation of Savings Financing the Economy Market Activities Social Rersponsability

· Human Development

SUMMARY

Financial Statements Consolidated Accounts

· Financial Statements of the Banques Populaires Group

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Social Accounts

· Financial Statements of the Banque Centrale Populaire

"

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Our Group has been volantary involved in an approach in which civic duty goes hand in hand with performance, making a day-to-day reality of our philosophy of doing business for the common good.

"

2005 was without doubt the year in which structuring projects initiated upon following promulgation of law 12/96 governing reforms of the Crédit Populaire du Maroc started to bear fruit, both in terms of governance and of commercial and financial performance. Completion of institutional reform, extension of Banques Populaires Régionales autonomy and strengthening of their regional vocation, repositioning of the Banque Centrale Populaire, organisation and revitalisation of intra-group synergies, and continuous improvement of the skills base of our human resources constitute undeniable assets all of which contribute to lasting establishment of performance-based culture within our Group.

MESSAGE FROM THE CHAIRMAN

Whether we're talking about mobilisation of savings, loans to the economy or the drive to extend banking services, trends in our indicators for the year 2005 result from our commitment to being a key player in promotion of our country's economic growth and the well being of our large customer base. Our performance indicators showed highly satisfactory trends, consolidating our financial position and enabling us to intensify our operations while improving our institution's fundamentals. In addition, the Group continued to act upon its real commitment to human development, in particular as regards its micro-credit Foundation, which recorded outstanding results in the alleviation of precarious living conditions, and its company start-up Foundation, whose activity was extended throughout the Kingdom for development of business culture, especially for young entrepreneurs. Thus, our Group has been volantary involved in an approach in which civic duty goes hand in hand with performance, making a day-to-day reality of our philosophy of "doing business for the common good". We owe these performances primarily to the confidence of our 2,260,725 customers, to our 465,958 members and to our shaeholders, who share our founding values, but also to our human resources, whose commitment to the corporate project has been a determining factor for achievement of the targets we have set ourselves. If these performances confirm the wisdom of our choices, they also implie continuous ongoing effort to ensure that our strategy, whose milestones we have designed together, will be strengthened and sustained.

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Noureddine OMARY

KEY FIGURES

RESULTS AND KEY FIGURES: 2001-2005 synergies

A Solide financial base (Group share figures in million dirhams)

Own funds

+48,1%

Assets

+44,6%

12 123

2001

2004

2005

82 946

8 185

2001

106 402

10 439

2004

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Sharp rise in revenues and return (Group share figures in million dirhams)

Net banking income

+30% +131,6%

Net profit

5 573

5 769

4 348

2001

2004

2005

729

2001

1 283

2004

1 688 2005

Return on equity

+ 5 Pts

8,9%

2001

12,3%

2004

13,9%

2005

119 927 2005

Sharp rise in commercial activity (CPM figures in million DH)

Loans to the economy

+66,3% +45,5%

Deposits

49 890

29 994

44 194

67 894

2001

2004

2005

2001

88 688

2004

98 764 2005 2004 530 2005

Credit cards

+75,8%

Branch network

+148

645 083

736 579

418 948

2001

2004

2005

382

2001

485

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Cooperation, a successful model serving economic development

Members

+51 689

414 269

2001

458 407

2004

465 958 2005

ORGANIZATION OF THE BANQUES POPULAIRES GROUP

MANAGEMENT COMMITTEE Composition · 5 chairmen of the board of the Banques Populaires regionales (BPR) ; · 5 representatives of the board of the Banque Centrale Populaire (BCP).

Main tasks : · Definition of the general guidelines of the CPM ; · Administrative, technical and financial control of the Group's bodies ; · Any measures necessary for the smooth running and financial balance of the CPM. BANQUES POPULAIRES REGIONALES · 11 banks formed as a cooperative capital almost entirely held by 465,958 members : - Casablanca - Nador - Al Hoceima - Centre-Sud - Oujda - El Jadida - Safi - Rabat - Kénitra - Fès - Taza - Tanger - Tétouan - Laâyoune - Marrakech - Béni Mellal - Meknès

BANQUE CENTRALE POPULAIRE · Public limited company with fixed capital 51% held by the BPR and the State. · Central organisation of the BPR : - Management of surplus cash flow of the BPR - Management of the services of common interest to the bodies of the CPM (International-Information systems-strategic marketing...). · Bank habilitated to carry out all the banking transactions.

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ROLE The Credit Populaire du Maroc (CPM) is mainly in charge of fostering the development of all the SMEs, craft, industrial and service companies by the granting of short, medium and long-term loans. it contributes to the deployment of saving, their use in the regions where they are collected and promotion of local and banking activities.

FONDATIONS · Banque Populaire Foundation for Company Start-Up · Banque Populaire Foundation for Micro-Credit · Banque Populaire Foundation for Education & Culture

MAIN SUBSIDIARIES · Chaabi Leasing (Leasing) · Assalaf Chaabi (Consumer Credit) · Moussahama (Risk Capital) · Maroc Assistance (Assistance) · ICF Al Wassit (Brokerage Firm) · Alistitmar Chaabi (Collective Saving Management - FCP & SICAV) · Mediafinance (Capital Markets) · Banque Chaabi du Maroc - Paris - France (Bank) · Banque Populaire Maroco-Centrafricaine (Bank) · Banque Populaire Maroco-Guineenne (Bank) · Chaabi LLD (Long-Term Renting) · Chaabi International Bank (Bank off shore)

THE STRUCTURE OF BANQUE CENTRALE POPULAIRE

Inspectorate General

Mohamed SAFY

CHAIRMAN OF CPM AND BCP

Noureddine OMARY

MD in charge of Chairman's office

Abdellatif EL MORJANI

BCP Audit

Younes OUJEHNA

General risk management project MD in charge of division coordination

Mohamed BELGHAZI

Mohamed Karim MOUNIR

Risk management department head

Mahmoud BENNANI

Membership and institutional relations department head

Mokhtar SETTAR

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Deputy MD in charge of organisation and information systems

Mohamed BELQZIZ

Deputy MD in charge of developpement

Hassan EL BASRI

Deputy MD in charge of production and accountancy

El Mostafa BEDDARI

Deputy MD in charge of contracts and legal

Abdellmottalib El MOHSSINE

Deputy MD in charge of Contracts and legal

Said LEFOUILI

Deputy MD in charge of BCP-Bank

Omar YIDAR

Strategy and management control department head

Rachid AGOUMI

Information Systemes department head

Hassan DEBBAGH

Banking production department head

Mohamed LARBI REKIOUK

Human ressources department head

Mohamed BOUHADDIOUI

Commitments department head

Ahmed Reda TADILI

Corporate department head

Idriss BENNANI SMIRES

Marketing and sales coordination department head

Laïdi EL WARDI

Litigation department head

Abdou ANDALOUSSI SEFFAR

Fondations and Participations department head

Abdeslam TAHRI JOUTEI

Communication department head

-----

Organisation and Quality department head

Asma LEBBAR LAHBABI

Accountancy department head

El Moustapha El FAIDY

Logistics and general services department head

Abdelkrim BOUACHRINE

Foreign representation department head

Mustapha KHYAR

Legal department head

Saïd BERBALE

Trading room directorate

Mouhssine CHERKAOUI

BANQUE CENTRALE POPULAIRE CONTACTS

BANQUE CENTRALE POPULAIRE 101, boulevard Zerktouni - BP. 10 622 21 100 Casablanca - Morocco Tél. : (212 22) 20 25 33 - 46 90 00 - 22 41 11 Fax : (212 22) 22 26 99 - 20 93 40 Web : http : //www.cpm.co.com CHAIRMAN & MANAGING DIRECTOR Noureddine OMARY Tél. : (212 22) 20 31 23 Fax : (212 22) 20 19 32 [email protected] MANAGING DIRECTOR IN CHARGE OF DIVISION COORDINATION Mohamed BELGHAZI Tél. : (212 22) 46 90 11 Fax : (212 22) 47 08 07 [email protected] DEPUTY MD IN CHARGE OF RESOURCES DIVISION Abdelmottalib EL MOHSSINE Tél. : (212 22) 46 93 14 Fax : (212 22) 20 19 34 [email protected] DEPUTY MD IN CHARGE OF PRODUCTION AND ACCOUNTANCY DIVISION El Mostapha BEDDARI Tél. : (212 22) 46 90 21 Fax : (212 22) 47 08 05 [email protected] DEPUTY MD IN CHARGE OF BCP/BANK Omar YIDAR Tél. : (212 22) 46 93 94 Fax : (212 22) 20 19 31 [email protected]

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MANAGING DIRECTOR IN CHARGE OF CHAIRMAN'S OFFICE Abdellatif EL MORJANI Tél. : (212 22) 46 93 20 Fax : (212 22) 20 19 32 [email protected] DEPUTY MD IN CHARGE OF DEVELOPPEMENT Hassan EL BASRI Tél. : (212 22) 46 93 19 Fax : (212 22) 20 24 24 [email protected] DEPUTY MD IN CHARGE OF ORGANISATION AND INFORMATION SYSTEMS Mohamed BELQZIZ Tél. : (212 22) 46 94 23 Fax : (212 22) 27 58 59 [email protected] DEPUTY MD IN CHARGE OF CONTRACTS AND LEGAL DIVISION Saïd LEFOUILI Tél. : (212 22) 46 91 78 Fax : (212 22) 20 93 39 [email protected] CORPORATE DEPARTMENT HEAD Idriss BENNANI SMIRES Tél. : (212 22) 46 93 35 Fax : (212 22) 47 34 43 [email protected] INTERNATIONAL RELATIONS MANAGER Mohamed BENHAMMOU Tél. : (212 22) 46 90 86 Fax : (212 22) 48 76 28 [email protected]

MOROCCAN SUBSIDIARY CONTACTS

ICF AL WASSIT "Brokerage Company" Chairman of the board of directors Samir KLAOUA Espace Porte d'Anfa 29, Rue Bab Al Mansour - Casablanca Tél. : (212 22) 36 93 84 Fax : (212 22) 36 93 85 ALISTITMAR CHAABI "The Group's Mutual-Fund" Management Company" Chairman of the board of directors Lbachir BENHMAD Espace Porte d'Anfa 3, Rue Bab Al Mansour - Casablanca Tél. : (212 22) 39 66 44 - 70 54 60 Fax : (212 22) 94 91 44 MOUSSAHAMA "Venture-Capital Company" Managing director Chihab ADLOUNI Espace Porte d'Anfa 3, Rue Bab Al Mansour - Casablanca Tél. : (212 22) 39 30 00 Fax : (212 22) 39 32 20 MEDIAFINANCE "IVT Operating in Interest-Rate Markets" chairman of the board of directors Abdellatif IDMAHAMMA 3, rue Bab Al Mansour - Casablanca Tél. : (212 22) 36 25 55 - 36 44 68 Fax : (212 22) 36 28 38 ASSALAF CHAABI "Consummer-Credit Company" chairman of the board of directors Abdelhafid TAZI RIFFI 3, rue d'Avignon - Casablanca Tél. : (212 22) 39 39 00 Fax : (212 22) 39 11 55 CHAABI LEASING "Leasing Company" chairman of the board of directors Mohamed AKODAD 3, rue d'Avignon - Casablanca Tél. : (212 22) 36 35 25 Fax : (212 22) 39 13 37 MAROC ASSISTANCE INTERNATIONALE "Assistance-Oriented Insurence Company" Chairman of the board of directors Jaâfar EL KETTANI 216, Boulevard Mohammed V - Casablanca Tél. :(212 22) 30 30 30 - 54 81 06 Fax :(212 22) 31 62 40 CHAABI LLD "Long-Term Renting" Chairman of the board of directors Omar FILALI 2, Rue d'Avignon - Casablanca Tél. :(212 22) 95 72 00 Fax : (212 22) 36 77 87 CHAABI INTERNATIONAL BANK Chairman of the board of directors Abdelhaq EL BASRAOUI Rue Cellini - Sidi Boukhari - Tanger Tél. : (212 39) 94 33 28 - 32 95 00 Fax : (212 39) 32 20 60 FONDATION BANQUE POPULAIRE POUR L'ÉDUCATION & LA CULTURE "Patronage and Sponsorship of Cultural Events" General secretary Rachida BENNIS Espace Porte d'Anfa 2, Rue Bab Al Mansour, Porte 17 - Casablanca Tél. : (212 22) 36 55 96 - 36 55 98 Fax : (212 22) 36 55 93 FONDATION BANQUE POPULAIRE POUR LA CREATION D'ENTREPRISES "Assistance in Creating Company" General secretary Abdelhak EL MARSLI 7, Boulevard Moulay Youssef - Casablanca Tél. : (212 22) 29 32 51 - 29 32 57 Fax : (212 22) 29 57 79 - 29 73 49 FONDATION BANQUE POPULAIRE POUR LE MICRO-CRÉDIT "Financing of Micro-projects" General secretary Mustapha BIDOUJ 7, Boulevard Docteur Veyre - Casablanca Tél. : (212 22) 26 90 11 - 26 90 15 Fax : (212 22) 26 90 18

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MOBILISATION OF SAVINGS

Sharp rise in customer deposits

In 2005, the Banques Populaires Group, Morocco's leading high street banking network, achieved good commercial performance in terms of collection of deposits and mobilisation of savings. It consolidated its position with 98,764 million DH of total managed resources and 30% of market share compared to commercial banks. This trend resulted from a growth strategy based on four fundamental priorities: · A policy of organic growth aimed at extending and densifying the network of bank branches in the high street and strengthen its regional base. · Aggressive commercial development sustained by a distribution policy in which customer relations are pivotal to development of banking specialisations · Commitment to strengthening its alternative channels of distribution and optimising its operation and marketing tools along with its performance scheduling and assessment procedures. · Revitalised and intensified external communication to support commercial actions and strengthen customer proximity.

+45,5%

Total Resources

(in million dirhams)

22

67 894

2001

88 688

2004

98 764

2005

An extensive network of 530 branches

In 2005, 45 new branches were added to the Banques Populaires Group network, consolidating its position as the number one Moroccan banking network with 530 branches managing 2,260,725 customers. This network expansion and densification programme supports the Group's policy of organic growth, its aim being to strengthen the regional and high street bases of the Banques Populaires Group and to further extension of banking services to all sectors of the Moroccan population.

Sustained commercial development

During 2005, the Group continued its policy of increasing return on business by developing services available through alternative channels, strengthening customer facilities, and drumming up new high potential custom. The Group has focussed on five priorities in order to achieve its objectives:

+ 148 branches since 2001

Pour atteindre ses objectifs, il a activé cinq leviers: · Strengthening and optimisation of its information systems; · Expansion of its offer of financial products and services; · Launch of an intensive TQM programme · Revamping of the commercial coordination system through concentration on customer relations management; · Improvement of personnel skills in the field of customers relations. This successfully implemented policy has produced tangible results, with 220,002 new customers recruited in 2005, 10,076 million DH of additional resources collected, and 91,501 new credit cards issued ­ 4.33 growth points in terms of customers equipped with bank cards in a single year.

Customers per segment

Private individuals 62% Moroccan ex-pats 28%

Companies and professionals 10%

Customer portfolio

+43%

2 260 725

+674,887 new customers since 2001

1 585 838

2001

2005

Strengthening of the individual resident market

The individual resident market accounts for more than 62% of our portfolio and constitutes a major target for improvement of Group business. Policies aimed at improving quality of financial services, continual adjustment of tariffs, and expansion of communication actions have all contributed to advancing the Group's position in the individual resident segment, with market share up by 0.74 points in 2005. The above measures have also strengthened the share of the individual resident market in the Group business, with resident customer deposits accounting for 49.28% of total deposits managed by the Group. At the same time, the number of customers continued to rise. 154,060 new resident customers joined the group in 2005, bringing the private individual customer base to 1,407,924, with 1,168,703 current accounts and 358,171 deposit accounts. The number of credit cards issued went up from 548,149 as at the end of 2004 to 629,961 as at the end of 2005, brining rate of coverage up to 44.67%.

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+ 4,33 Pts

coverage for residents

40,41%

Rate of credit card

2004

44,74%

2005

+ 154,060 new resident customers in 2005

In the field of bank insurance, the rate of coverage for private individuals as regards assistance products also rose. Numbers of subscribers to the Al Injad Chaabi product increased by 6.5% to 45,059 as at the end of 2005, and performance of the Al Injad Al Moumtaz product did not lag far behind, with numbers of subscribers rising by 25.8%.

Home ownership savings plan

Known as Tawfir Chaabi Lissikane, the plan consolidates the Banques Populaires Group's new approach to meeting the needs of private individual customers who find it difficult to obtain housing loans. The setting up of a regular savings plan with the bank determines the customer's ability to handle a housing loan. By allowing a broad fringe population to reach quickly the financing of acquisition or construction of housing, Tawfir Chaabi Lissakane Consolidates the Social engagement of our Group in the national economy.

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Consolidation of positions on the Moroccan expatriate market

In 2005, the Banques Populaires Group maintained its leading position in the increasingly competitive Moroccan expatriate segment, with market share of 58.38% in terms of customer deposits. A leading partner for Moroccan expatriates, the Group strengthened fund transfer channels available to such customers through conclusion of fresh partnerships with foreign bank networks. In addition, the Group joined the EUROGIRO organisation, an exchange network for international electronic payment covering some 42 countries and grouping together some 47 post organisations and commercial banks.

Assistance:

The Banque Populaires Group is active in the field of assistance through MAROC ASSISTANCE INTERNATIONALE, which has been operating on this market for over 30 years. As at the end of 2005, our subsidiary insured 1.5 million customers, providing over 25,000 assistance services for those covered.

It also focussed on improving existing channels, especially as regards transaction tariffs and transfer lead times. These developments have contributed to channelling greater numbers of transfers from the Moroccan expatriate community, with 17,200 million DH as at the end of 2005, up by more than 5% against 2004. The Moroccan expatriate customer base also gained 54,688 new customers, to total 631,537 customers holding 635,906 current accounts, 12,259 deposit accounts and 358,460 credit cards. As at the end of 2005, resources held by this customer base rose by 5% to 50,094 million DH ­ an additional 2,380 million DH. Moroccan expatriates continued to subscribe to assistance products. As at the end of 2005, the Injad Chamil product had 357,580 subscribers, constituting a rate of coverage of 57%.

Moroccan expat transfers

(in Million DH)

+70%

2005 2004 2001

17 200 16 324 10 119

Rate of coverage for Moroccan expats

Assistance products

55,92%

56,76%

Credit cards

10,87% 2004

11,72% 2005

Moroccan expat resources

(in Million DH)

+26,9%

2005 2004 2001

50 094 47 714 39 475

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Company and professional customers

Companies are pivotal to the Group's development strategy. The network's commercial drive attracted 11,254 new customers, bringing the company and professional customer base up to 221,264, with 32,449 credit cards held as at the end of 2005, a growth rate of 13.2% compared to 2004.

+ 11,254 new corporate and professional customers in 2005

Expansion of network support channels

The Banques Populaires Group, with its extensive network and highly focussed commercial objectives, is supported by new technologies streamlining its resources and enhancing benefits to the customer, including increased numbers of ATMs along with a greater range of services on offer. The number of ATMs went up from 414 in 2004 to 511, constituting the most extensive network in the Moroccan banking system as at the end of 2005. The start-up of new services such as account-to-account transfers, mobile telephone recharges, and payment of bills, as well as deployment of a new generation of ATMs, afford customers greater flexibility and increase availability of basic financial services, leaving branches to focus on provision of advice and assistance. The high volume of ATM transactions (76.7% of cash withdrawals, 533,000 recharge transactions after one year in operation, etc) made the Group all the more determined to provide further new banking services to fulfil customer expectations.

Credit cards

+61,49%

736 579 2004 2005

418 948

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2001

This success was largely due to diversification of services provided through the various channels, and to better targeting of distribution.

43 446

2004

105 750

2005

In addition, the e-banking services subscriber base virtually doubled in a single year, with Chaabi Net subscribers increasing from 4,544 in 2004 to 7,649 as at the end of 2005, and Chaabi Mobile subscribers increasing from 43,446 in 2004 to 105,740 in 2005.

645 083

Rate of coverage of private individuals for Chaabi Mobile

+143%

Distribution channels

ATMs All purpose automatic machines Interactive terminals

TPE Chaabi Mobile

Chaabi Phone

BANK

Chaabi itissal branch

Fax server

Chaabi Net

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Credit card services certified ISO 9001/Version 2000

The certification audit conducted by Bureau Veritas Quality International (BVQI) attests to compliance of the Banques Populaires Group's quality management system with the international standard ISO 9001/Version 2000 in the field of credit card services. The ISO certificate issued in July 2005 constitutes a guarantee of continuous improvement of services provided, and places the Group at the forefront of credit card services, thanks to quality of service, team know-how and its extensive ATM network. This initiative, over 16 months in preparation and involving several multi-skilled teams, targets customer satisfaction within the framework of a total quality approach, and is a strategic priority in the institution's medium-term business plan.

FINANCING THE ECONOMY

During 2005, the Banques Populaires Group improved its ranking as regards activities aimed at financing of the national economy, with outstanding balances rising by 6.6% to 94,969 million DH, split between loans to the economy to the tune of 49,890 million and a share portfolio of 43,704 million.

Rate of application of funds

Our institution sees development of financial aid to customers as a strategic priority. Since 2001, the Group has redirected resources collected to customer loans, thus improving rate of application of funds, which rose from 44.6% in 2001 to 50.8% in 2005.

The Group has a significant financial capacity surplus enabling it to further develop these activities: consolidated equity capital of 12,123 million DH, a solvency ratio of over 22% (the statutory minimum being 8%) and a risk distribution rate of 2 billion DH. In addition, organisational improvements were speeded up to further modernise the credit sector of activity. All procedures were reviewed in 2005 with a view to progressive implementation of new information systems for branches to improve operations, especially as regards reduction in loan file processing times, risk management, improvement of commercial advice, and personalised customer management.

Comparative trends in the share portfolio, deposits and customer loans

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Loans

Base 100

Deposits

Share portfolio

Portfolio per share category

Marketable securities 12%

Equity investments participation 3%

Investment securities 85%

At central services level, support functions continued to adapt products and services to customer needs. The crowning glory of such initiatives was implementation of Business Project, a global banking solution for companies.

Amount of loans to the economy

Increased loans to the economy

After a dynamic year in 2004, with a rise in loans to the economy of 11.7%, the Group hit a new record high with a 12,90% increase in performance, equivalent to over 5,696 million DH, for a total amount of loans to the economy of 49,890 million DH. This growth enabled the group to procure a market share of 23.12% of loans granted by commercial banks. In 2005, loans granted to companies rose by 11,25% to 29,703 million DH. Housing and consumer credit also pasts growths which consolidate the Group's position on these two high-growth and increasingly competitive markets.

(in million DH)

+66,3 %

44 194 49 890

2004 2005

29 994

2001

Amount of loans per market

Companies & professionals 58%

Residents 33%

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Moroccan expats 9%

Amount of loans per product

Loans to finance companies 6% housing credits 34% Professional credits 28%

Consumer credit 10%

Real estate loans 22%

Rate of overdue loans down from 14.9% to 12% between 2004 and 2005

Improved lead times for loan processing

Based on successive improvements since 2001, our establishment has managed to considerably reduce lead times for processing loan applications. This improved performance resulted from delegation of powers to the Banques Populaires Régionales for granting loans without going through central services, daily running of loan committees to approve loans, and the setting up of an online record sheet enabling managers to track file processing stages. At the same time, lead times have been formalised so that loans can be released more quickly. With the aim of further strengthening reactivity to customer loan applications, improvement actions in the loan sector in 2005 focussed on revamping the collateral module and taking over management of various guarantee funds.

Sustained development of loans to private individuals

The Banques Populaires Group's commercial strategy is based on receptiveness to the requirements of resident customers and Moroccan expatriates so as to better incorporate their specific finance needs in the area of housing and consumer credit. Performance trends on these two growth markets result from the success of this strategy, and our institution has strengthened commercial penetration by improving its offer with clear commitments and even more advantageous tariffs.

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Real estate loans

As for the previous year, in 2005 customer took advantage of very attractive levels of interest rates on the real estate loan market to finance their assets. In this sector, our institution granted 4,370 million DH in housing loans against 4,200 million in 2004, up by 4%. The total amount financed 22,368 houses compared to 20,700 in 2004, with an average per file of 200,000 DH. As at the end of 2005, real estate loans were up by 21.5% to 13,935 million DH.

Amount of real estate loans

(in million DH)

+21,5%

11 464

13.935

2004

2005

Real estate loans per type of product

Salaf Mabrouk 52%

Moroccan expat loans 28% Social housing loans 20%

The entire range of real estate loans rose sharply compared to 2004: for the purchase and construction of houses excluding social housing amounted to 2,445 million DH as opposed to 2,100 million DH in 2004, with the number of houses financed rising to 12,873 units. The amount rose from 6,005 million DH in 2004 to 7,318 million in 2005, an increase of 22%.

Outstanding balances of SALAF MABROUK loans (in million dirhams) +22%

6.005

7.318

2004

2005

34% SHARE OF THE REAL ESTATE LOAN MARKET

- Loans granted for cheap housing fell by 2% from 754 million DH in 2004 to 740 million, attributable to their replacement with Fogaloge and Fogarim loans. The latter formula, launched in 2005, granted 83 million DH in loans. The amount of social housing loans rose by 27% from 2,203 million DH in 2004 to 2,804 million in 2005. Real estates loans granted to Moroccan expatriates amounted to 1,186 million DH against 1,114 million in 2004, an increase of 6% with the number of beneficiaries rising by 8% to 3,975 customers. As at the end of 2005, the amount shot up by 20% to 3,849 million DH.

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Crédit Al Manzil Chaabi ­ FOGARIM

In order to encourage access to ownership, the Banques Populaires Group launched Crédit Al Manzil Chaabi on the market, a product designed to grant loans of up to 100% for financing purchase or construction of housing for persons of modest income or those not earning a regular wage.

Consumer credit

Consumer credit activities amounted to 4,440 million in FY 2005 due to the good performance of the two flagship products, Crédit Yousr and Crédit Moujoud. Improved credit formulas boosted this activity, especially as regards Crédit Yousr, a fund facility available to private resident customers and enabling them to handle unexpected outlay without throwing their budget off balance. Such loans are associated with customer current accounts and are usable during the month whatever the means of payment, credit card, transfer or direct debit. Crédit Moujoud, which blends flexibility of credit terms with rapidity of loan application processing, finances individual customers' personal needs under advantageous terms, with amounts granted of up to 500,000 DH.

43,50% SHARE OF THE CONSUMER CREDIT MARKET

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Increased corporate credit

The Banques Populaires Group continues to support all companies whatever their size by providing them with advice and appropriate finance solutions at every stage of their development, through the expertise of its network and its specialised subsidiaries. Thanks to lasting relations forged with this customer branches, the Group is considered as the leading bank in this segment, particularly appreciated by SMEs, 60% of which it finances. In addition, our institution partners many of the Kingdom's large-sized companies and is a key player in the financing of ongoing largescale infrastructure projects.

2004 2005

26 700

Amount of Corporate Credit

(in Million DH)

+11,25%

base and close monitoring of its activity within our

29 703

The Group continually adapts its offer to this clientele's increasingly specific needs. The portfolio is monitored not only by the Banques Populaires Régionales but also by managers in the Banque Centrale Populaire, who work closely with project coordinators in the branches to provide their customers with tailor-made solutions. The `Business Project' global banking offer targeting companies results from our institution's commitment to this clientele. The total amount of loans granted to companies, which went up from 26,700 to 29,703 million DH, highlights the importance of the relationship with this customer base.

Breakdown by sector of loans granted in 2005

Sectors Transport & services Miscellaneous industries Public works and buildings Trade Textile and leather Freelancers Sea fishing Agri-business Agriculture, animal husbandry and forestry MMEEI Total Number of files 199 67 126 183 14 113 38 21 42 4 806 Amount (in MDH) 1 755 750 511 128 90 64 51 38 20 11 3 418 Share (as %) 51.35 22 15 3.75 2.65 1.8 1.5 1.1 0.6 0.32 100

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The Group finances 60% of SMEs.

Regional breakdown of investments financed in 2005

Loans approved Regions Casablanca-chaouia Ouardigha Souss Massa Drâa Oued Eddahab-Lagouira Laayoune-Boujdour Sakia El Hamra Guelmim and Smara Tangier-Tétouan Meknès-Tafilalet Fez-Boulemane Marrakech Tensift Al Haouz Tadla Rabat-Salé-Zemmour-Zaër Eastern District Doukala-Abda Al Hoceima-Nador-Taounate 427 137 34 59 120 12.5 4 1 1.75 3.5 704 750 9 75 145 10.45 11.14 0.13 1.11 2.15 191 5.5 217 3.21 Amount (MDH) 2 074 Share (as %) 60.68 Projects financed Amount (MDH) 4 491 Share (as %) 66.71

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1.2

50

0.74

90 134 111

2.6 3.5 3.25

51 127 115

0?76 1.89 0.71

36

Specialised subsidiaries

Consumer credit

Assalaf Chaabi

In 2005, loans granted by Assalaf Chaabi rose by 698.3 million DH to 2,085 million DH.

Long term rentals

Chaabi LLD

Barely a year after it was set up in 2004, our long term car rental subsidiary took a leading position on the market, with a fleet of 338 vehicles as at the end of 2005.

Leasing

Chaabi Leasing

Chaabi Leasing's activity developed favourably, with production up by 10.7% to 866.3 million DH compared to 782.5 million DH in 2004.

37

MARKET ACTIVITIES

A full range of products and services

By capitalising on the expertise of its banking advisors, traders and financial product specialists, the Banques Populaires Group was able to make the most of a financial situation less favourable than in 2004, with constantly falling bond yields, persistent overliquidity and rising raw material prices, to develop its market activities. Despite this unsettled situation, our institution showed sustained performance in all its activities, thanks to a diversified, tailor-made range of products and services which meet our customers' specific needs. While strengthening its dominant position on the money market and bond market, the Group speeded up development of international activities, corporate banking, stock broking, custody and asset management.

A full range

Trading room

- Interest rate products - Foreign exchange products - Derivatives

Corporate

- Mergers and Acquisitions - Structured financing - Financing of international transactions

Asset management

- Money market mutual funds - Bond mutual funds - Diversified mutual funds - Equity mutual funds

Stock broking

Custody

40

In corporate banking and international activities, in particular, our institution is using a new organisation based on business lines to provide personalised advising and structured financing solutions for customers. One of the priority aims of this new approach is to ensure that the structure has employees with highly specialised profiles and more effective IT tools for customer support. On this relatively young, but high growth market, the Group took part in all the major structured financing transactions finalised in 2005 or in the process of finalisation in 2006. The trading room, which has strengthened its traditional areas of bond investment and T-bill broking, is now offering derivatives, particularly raw material hedging and forward currency and interest rate contracts, thus rounding off the range of products and services offered to large-sized company and institutional customers. Finally, our subsidiaries Al Istitmar Chaabi, ICF Al Wassit and MEDIAFINANCE specialising in asset management, stock broking and bond investment respectively, recorded noteworthy advances on their markets in 2005.

Stock broking

Our stock broking company ICF AL WASSIT maintained its positions in 2005 with the recovery on the share market, generating turnover of 4.47 million DH against 4.6 million in 2004. ICF AL WASSIT recorded net earnings of 1.34 million DH in 2005.

Undisputed leader on the money market

Thanks to their good understanding of corporate customers' financial strategy and regular monitoring of their needs, traders in the trading room of the Banque Centrale Populaire and its subsidiary Mediafinance are the main interfaces for the Group in its relationships with companies and institutional customers and guarantee coordinated action in its operations on the capital markets. With a customer base of 221,264 companies and institutions, the Banques Populaires Group continued its commercial penetration and consolidated its position on the money and bond market, despite an even less favourable context than in 2004. The Group was active in all compartments of this market, recording large trading volumes. On the interbank Market, the average rate of return was significantly above the market annual average weighted index. On the bond market, BCP consolidated its results by acquiring over 10 billion DH worth of T-bills at auction, 14% of the overall volume. On the secondary T-bill market, BCP recorded over 34,000 million DH in trading, giving it a market share of 15.8% at the end of 2005.

41

MEDIAFINANCE

A subsidiary of the Banques Populaires Group specialising in bond investment, MEDIAFINANCE continued to feature among the major players on the market, with an overall market share of 17.8%. Its range of services also includes advice for investors in terms of investment strategy and optimisation for financial securities. During 2005, our subsidiary subscribed to 4.1 DH billion worth of T-bills on the primary market, 6% of the total volume auctioned. On the secondary market, MEDIAFINANCE recorded a volume of 23 billion DH in firm transactions, giving it a market share of 11.8%.

On the market of negotiable debt securities and bond issues, the Group took part in the majority of fund raising operations on the market. · In the commercial paper segment, our institution took part in two major issues on behalf of the ONA group and the ONE (Electricity Board), each for an amount of 1 billion DH. · In the finance company bond compartment, the Group was a member of the investment syndicate for the Maroc Leasing issue involving a total issue programme of 650 million DH. · In terms of bond issues, our institution was associated with the biggest issues in 2005, both as a member of the investment syndicate or as co-lead bank. They consisted mainly of Société Financière Internationale issues amounting to 1 billion DH and the company Autoroutes du Maroc with 500 million DH.

Asset Management

Trends in net assets managed +22%

42

The Banques Populaires Group operates in asset management through its specialised financial services subsidiary Al Istitmar Chaabi, which is still in a growth position on this market, offering a wide range of equity, bond and money market mutual funds to all categories of our customer base: institutional investors, large-sized companies, SMEs and individuals. It sells its products through the Group's 530 branches, thus benefiting from the most extensive branch network in the Moroccan banking system. Al Istitmar Chaabi did particularly well in 2004 with the launch of 3 mutual funds known as "Al Iddikhar Chaabi" (Iddikhar Kassir Mada, Iddikhar Moutaswassit Mada and Iddikhar Tawwil Mada investment trusts) aimed mainly at very small-sized savers. 2005 was a very successful year for them, with a sharp rise in assets managed.

+31%

2003

2004

2005

Trends in net assets managed by Al Iddikhar Chaabi mutual funds

+717%

2004

2005

27.6% overall market share for the Banques Populaires Group on the secondary T-bill market

New breakthrough on the foreign exchange market

Despite an unstable situation on the foreign exchange market, customers placed a large volume of transactions, both import and export, in the hands of the Banques Populaires Group. Yet another breakthrough which reflects the constant effort put into this strong growth activity by our institution with the gradual opening up of the economy. During 2005, the Group continued its commercial penetration, achieving a good rise in volumes processed. Further gains in market shares enabled our institution to strengthen its position in this compartment. At the same time, it continued to improve products and services by matching them to customer demands. With this aim in mind, the Group was one of the first banks to introduce derivatives, in full compliance with the regulations in force, in response to customer demand. Third generation financial products giving customers the possibility of made-to-measure packages for hedging raw material purchases or forward interest rate or currency contracts for the payment of their commitments.

43

Corporate banking: a fresh organisation encouraging synergies

Large-sized company structured financing recorded an outstanding performance in 2005, despite a difficult economic context combined with a lukewarm recovery in investment by large-sized companies. The Group achieved good performances in structured financing with the development of a range of products suited to a wider institutional customer base. Lending by the Banques Populaires Group to large-sized companies amounted to 5,408 million DH, against 4,316 million DH in 2004, a rise of 25.3%.

Loans to large enterprises

(in million DH)

+ 25,3%

4.316

2004

5.408

2005

This rise illustrates our sustained penetration of the large-sized company market which saw the launch of several large-scale projects in 2005, in various strategic sectors such as energy, tourism, housing and transport. In the Corporate segment, our group based its action plan on a proactive commercial approach, targeting major Moroccan groups as well as foreign groups wishing to invest in Morocco. It is now positioned as a major project financing arranger or co-arranger. At the same time, it is developing its range of advisory products and services for new nancial instruments. These actions were also supported by the consolidation of partnerships both at the domestic level and with international banks for the co-financing of major investment projects.

Development of international activities

44

The Group maintained continuing growth in its international activities by taking an overall approach covering all corporate customer needs. Thanks to its understanding of their expectations, it can propose a range of products and services differentiated in terms of the needs expressed, providing customers with product experts and specialised advisors to guide them in choosing products best suited to their positions and aims. This momentum resulted in a sharp rise in loan growth, in particular in foreign trade activity, enabling the Group to increase its market share significantly, by a further 2 points in 2005. At the same time, the volume of international guarantees rose steeply, by 46%, that of export documentary credits tripled and financing of foreign trade transactions in foreign currencies shot up by 21%. In terms of commercial support and advice for our foreign trade customers, collective and individual actions were organised to foster contacts between Moroccan and European operators and communicate on our institution's international offer.

Expansion of our network of foreign correspondents

The Banques Populaires Group expanded its network of foreign correspondents by signing partnerships with 30 new international banks and main branches worldwide, in 2005. Thanks to this extensive network of correspondents, customers transactions are channelled directly to our bank, reducing intermediation costs and processing times and gaining in terms of transaction efficiency and security. In addition, our customers can now receive international support through our correspondents and enjoy local services on the spot from these partners.

45

Standard & Poor's raised its rating of the Banque Centrale Populaire

On 10 August 2005, Standard & Poor's rating agency raised the long-term rating for foreign and local currency given to the Banque Centrale Populaire from "BB/Positive/ B" to "BB+/Stable/B". S & P emphasised the fact that the "rating given to Banque Centrale Populaire reflects the central role it plays within the Banques Populaires Group". It further considered that "the Banques Populaires Group continues to be a leader on the Moroccan banking market, enjoying high liquidity and strong capitalisation in a highly competitive financial environment".

SOCIAL RESPONSIBILITY

HUMAN DEVELOPMENT

The Banques Populaires Group has developed a number of partnerships with representatives from all areas of society. Through three assigned foundations, our institution has invested in the field of micro-credits, supporting company start-ups and promoting culture and education. The list of more than 100 partnerships entered into by the Banques Populaires Group in 2005, providing support or sponsoring different events, demonstrates just how deeply rooted it is in the country's social and economic fabric.

A committed leader in micro-credits

The Banque Populaire Micro-credit Foundation is the only organisation directly affiliated to a bank and one of the very first created in Morocco to support the development of micro-credit. Working alongside the beneficiaries of micro-credit, its commitment goes further still, not only providing them with the financing and support necessary for successful completion of their projects, but with literacy courses as well. By the end of 2005, it had helped 82,649 active customers through 90 branch units, 20 of which were opened in 2005. The average amount released per application is on the increase, up from 4,966 DH in 2004 to 5,450 DH in 2005, a rise of 9.5%.

48

To strengthen its action, our foundation continued to fine-tune its operational tools by rolling out an on-line information platform common to all branches throughout the Kingdom in order to improve its processing and support response time for loan beneficiaries. This approach is strengthened by a decentralised organisational model with regional supervisory offices whose remit is to coordinate and monitor performance in the different branches.

2004 Number of branches Number of loans Active customers Loans granted (in DH) Outstanding balances (in DH) 70 109,276 70,112 542,637,700 205,514,937

2005 90 118,501 82,649 645,892,000 297,330,000

Increase 28% 8% 18% 19% 45%

In addition to financial support, the foundation is also focusing on providing training for micro-credit beneficiaries so that they can successfully implement their projects, through a public literacy programme in partnership with local associations. Classes are given by 40 branches for the benefit of 2,000 micro-credit applicants. Its programme to fight poverty alongside the State also confirms another facet of the Banque Populaire Group's social commitment. In 2005, four agreements were signed with local authorities, public boards and establishments, the Kingdom's economic regions and local development associations. The first was signed with the Wilaya of Agadir , the Social Development Agency, the Fisheries Board and the Al Ittifak Association to promote the fresh fish trade by modernising the methods of transportation, handling and preserving used by street vendors. A second agreement has been signed with the Marrakech city council to help carters, in order to improve and modernise the goods transport sector within the city.

The third agreement with the Banques Populaires Group is aimed at increasing uptake of banking services by micro-entrepreneurs, so that they can take advantage of bank loans for financing requirements above 30,000 DH. A last partnership has been concluded with the Marrakech-Al Haouz-Tensift region to provide our foundation with a line of financing for projects to upgrade farming and cottage industry activities and to promote rural tourism.

49

International influence

The Foundation is actively involved in the work of FNAM (national federation of micro-credit associations) to develop the sector. In 2005, it initiated actions and bilateral and multilateral meetings and took an active part in the proceedings of a number of regional, national and international events to enhance the social action of the Banques Populaires Group. In addition, the Foundation had the privilege of representing Morocco in a documentary on the French TV channel TV5 dealing with micro-credit in Bangladesh, France, Morocco and Niger, which was shown at the special UN session on the International Year of Micro-credit.

Development prospects by the year 2008

- Open 90 new branches - Accumulate outstanding balances of 815 million DH - Reach a cumulative total of 5 billion DH of loans granted - Serve over 270,000 active customers

Support for company start-up

The Banques Populaires Group has long shown a commitment to young entrepreneurs through the Banque Populaire Foundation for company start-up. Our institution continues to demonstrate excellence in this area where it was a pioneer, with diversification of methods for supporting project applicants, training in entrepreneurial techniques and setting up of regional units. The organisation has been strengthened by partnerships with Regional Investment Centres to institute regional committees for business creation. Our main aim is to establish closer contact with young entrepreneurs in the region. This new approach has led to two large-scale actions: launch of the `Calls for Projects' scheme in order to select hard cores of young entrepreneurs in the different regions and development of the entrepreneurial spirit among students. The "Calls for Projects" pilot scheme, launched in the Greater Casablanca area, has met with out-and-out success, with 121 projects registered. 21 of these have received support from the Foundation for six months for completion of the business plan and actual start-up of the firm, then throughout the first two years of activity. The average investment of these projects is around 800,000 DH. This initiative has been extended to all the regions in Morocco. Of the 1,781 applications examined, 74 have been sent to the Micro-credit Foundation, 1,008 will be taken up by the advanced training assistance teams, 632 will go before selection panels and, finally, 220 will benefit from the Foundation's support system in 2006.

50

A banking group serving education, culture and environmental conservation

For around ten years, the Group has provided support to education and culture through the Banques Populaires Foundation for Education and Culture. The Foundation works in partnership with the Ministry for Culture, and provides financial support for all national festivals, the Book Exhibition and cultural associations. In the area of education, the Foundation manages two schooling units and runs a literacy scheme for 4,000 people, divided between micro-credit beneficiaries and employees of the Group's SME customers.

Support for education in Morocco has been extended, in partnership with regional and local education authorities with a "book prize" scheme for deserving pupils nationwide. In addition, the Foundation annually renews its contribution to the Académia foundation, which provides scholarships for students.

Spirit of solidarity taking root

The Banques Populaires Group is a faithful patron of associations working in the areas of health, help for the handicapped, reinsertion of young people and alleviation of poverty. Each year, it provides financial support for over thirty social organisations.

Stronger presence in sports patronage

The Banques Populaires Group has been committed to sports patronage for many years, by financially supporting sporting events: horse-riding, football, golf, boxing, etc. This support is continued in turn by all Banques Populaires Régionales which are involved in local events.

51

SUMMARY STATEMENT

· CREDIT POPULAIRE DU MAROC · BANQUE CENTRALE POPULAIRE

THE BANQUES POPULAIRES GROUP C O N S O L I D AT E D AC C O U N T S A S AT 3 1 D E C E M B E R 2 0 0 5

NOTES TO THE ACCOUNTS FISCAL YEAR 2005

A ­ INFORMATION ON THE REPORTING ENTITY

A1-List of consolidated firms

The methods of determining the reporting entity comply with the provisions of the General Accounting Principles Applicable to Credit Institutions. Nevertheless, given the principle of significant size, companies eligible to become part of the reporting entity in accordance with regulatory provisions, but for which the share of the consolidated group in their equity capital is not significant are excluded from the reporting entity. Le périmètre du Groupe BCP au 31 décembre 2005 se présente comme suit :

Contribution Méthode de au résultat consolidation consolidé (*) part Groupe (KDH)

Sociétés Consolidée CPM Banque Chaâbi Du Maroc (K euro) Maroc Assistance Internationale Moussahama Alistitmar Chaâbi Média Finance Chaâbi Leasing Dar Ad-damane Chaâbi LLD Assalaf Chaabi

Capital Social (KDH)

De contrôle

D'intérêt

1 404 513 100.00 16 769 100.00 50 000 140 000 100 000 100 000 75 000 20 000 177 000 51.66 57.93 70.00 90.00 52.63 70.00 85.91

100.00 100.00 51.66 57.93 100.00 70.00 90.00 52.63 62.79 85.91

1 133 407 22 285 8 895 -9 326 2 425 18 956 22 699 42 461 -1 175 42 046

E.C. I.G. I.G. I.G. I.G. I.G. I.G. I.G. I.G. I.G.

10 000 100.00

(*) E.C. : Etablissement consolidant

I.G. : Intégration Globale

A2 - Firms entering and leaving the reporting entity during the financial year 2005

The company Chaâbi International Bank offshore is consolidated in the reporting entity.

A3 - Firms left outside the reporting entity

Firms left outside the reporting entity are those which are not of significant size in terms of the consolidated whole. · The group has classified Banque Populaire Marocco-Centrafricaine and Banque Populaire Marocco-Guinéenne as outside the reporting entity due to the unavailability of accounting information.

B - PRINCIPLES AND METHODS OF CONSOLIDATION, ACCOUNTING PRINCIPLES AND VALUATION METHODS

The CPM Group's consolidated accounts have been drawn up in accordance with the provisions of Chapter 4 of the General Accounting Principles Applicable to Credit Institutions. CPM's corporate accounts and the corporate accounts for the year ended 31 December 2005 of the companies entering the reporting entity served as the basis for drawing up the consolidated accounts. These accounts have been drawn up or restated according to the accounting rules and practices applicable in Morocco. The Group's accounting rules and methods are as follows:

B1 - Principles of consolidation

(a) Reporting entity CPM, a group formed by Banque Centrale Populaire (BCP) and Banques Populaires Régionales (BPR), is designated the group's consolidating establishment.

Banks and financial establishments and holding companies in which the group has exclusive control, directly or through companies already fully consolidated, are fully consolidated. This control is assumed for companies in which it has control of at least 40% when no other shareholder holds a fraction of more than 40% of the voting rights. Banks and financial establishments and holding companies in which the group has joint control are proportionally consolidated. Banks and financial establishments and holding companies in which the group has an interest ranging from 20% to 40%, provided that it ensures real, lasting influence on management, are consolidated by the equity method. Non-financial firms are consolidated according to the equity method without taking into account the type of dependency. Firms whose consolidation is not significant are excluded from the scope of consolidation. (b) End of the financial year For all the companies included in the reporting entity, the financial year ends on 31 December, with the exception of MOUSSAHAMA for which it ends on 30 June and for which interim accounts are made up on 31 December for the purposes of consolidation. (c) Goodwill amortisation Goodwill amortisation represents the difference between the acquisition price of consolidated companies' securities and the Group share in their net assets on the date of the equity investment, after entering any unrealised capital gains or losses on identifiable assets. When it is positive, it is recorded under the assets of the consolidated balance sheet under the heading `Goodwill amortisation' and depreciated over the estimated lifetime, with a limit of twenty years. Where applicable, a provision for further depreciation is recognised to take into account prospects for activity and earnings of the companies concerned. If it is negative, it is recorded in balance sheet liabilities, under the heading `Provision for goodwill amortisation' in the item `Other liabilities' and included under earnings over a period of not more than ten years. Insignificant goodwill is fully posted to the earnings for the fiscal year during which it was recognised. (d) Restatements and inter-company transactions When the impact is significant, consolidated company corporate accounts are restated to make them compliant with the accounting principles set out below. After cumulating balance sheets and profit and loss accounts, significant inter-company balances, as well as the profits and losses resulting from transactions between the company's groups are eliminated.

B2 - Accounting principles and valuation methods

(a) The translation method used for the consolidation of foreign subsidiaries Consolidated accounts are drawn up in dirhams. For this purpose, financial statements of foreign subsidiaries expressed in foreign currency are translated according to the closing rate method, in accordance with the provisions of the General Accounting Principles Applicable to Credit Institutions. (b) Loans and advances

· Interest

Accrued interest is recognised in the profit and loss account. However, as soon as the recovery of a debt becomes doubtful, interest is reserved and is not recognised as income until it is actually collected.

· Provisions for depreciation of non-performing loans.

Provisions are made to cover probable losses that might result, either from the total or partial failure to collect non-performing loans, or from the bringing into play of off-balance sheet commitments. For credit institutions, these provisions are valued in accordance with Bank Al Maghrib rules for the cover of non-performing loans by provisions and accordingly reduce gross loans and advances recorded in assets. (c) Leasing transactions When the credit institution is in the position of lessor, the leasing transactions it carries out are included under the assets of the consolidated balance sheet for the amount determined according to financial accounting. The unrealised reserve is recorded among consolidated reserves for the amount net of deferred tax. (d) Transformation and investment securities While awaiting the information from Bank Al-Maghrib on the list of securities eligible for classification as transaction securities, the whole portfolio recorded under this heading is classified as marketable securities.

Marketable securities are financial investments acquired for the purpose of obtaining financial returns in the short term or securities which do not meet the criteria necessary for classification in another category of security. They are recorded at purchase price, excluding acquisition costs and accrued coupon. These securities are valued at the end of the financial year at market price and provisions are made for unrealised capital losses which accordingly reduce the value of the securities entered under assets. Unrealised capital gains are not recorded. (e) Other assets This item includes premiums on options purchased, various security transactions, other debtors, other securities and assets, accruals, as well as balances net of deferred tax debits. (f) Investment securities Investment securities are debt securities which are acquired with the aim of obtaining regular revenues, with the intention of holding them for over a year, until maturity. These securities are essentially Treasury bills. In accordance with the provisions of the General Accounting Principles Applicable to Credit Institutions, provisions are not made for unrealised capital losses. (g) Equity investments and equivalent assets All those securities whose long-term possession is deemed useful for the business of the enterprise are considered as equity investments. This heading also includes profit-sharing loans and loans related to equity investments. Equity investments in non-consolidated companies are shown in the balance sheet at their overall acquisition cost or their overall subscription value. Where applicable, provisions are made for depreciation on any unrealised capital losses, calculated in terms of the mathematical values of the equity investments, and accordingly reduce the value of securities entered under assets. Capital gains on disposals within the group are cancelled in consolidation when they are significant.

(h) Fixed assets

· Intangible assets

They essentially consist of leasehold rights and are generally depreciated over a period of not more than five years.

· Tangible assets

Tangible assets are entered at their acquisition or production cost. Economic depreciation corresponds to straight-line depreciation. For subsidiaries using the diminishing value method, the difference in depreciation resulting from the use of this method compared to the straight-line method is adjusted in consolidation. Depreciation is recognised by reducing the gross value of fixed assets according to the straight-line method over the estimated lifetime of the asset. Capital gains on disposals within the group are cancelled in consolidation when they are significant.

· Assets available under leasing

When a consolidated firm has assets available under a leasing contract or equivalent, these transactions are restated as acquisitions of fixed assets when they are significant. (i) Debt securities issued This heading contains the debts represented by negotiable debts issued by consolidated establishments, with the exception of short-term notes and subordinated securities. (j) Other liabilities This heading records the premiums on options sold, sundry security transactions, sundry creditors, accruals, as well as balances net of deferred tax credits and investment subsidies. (m) Equity capital Consolidated equity capital includes

(m1) The CPM Support Fund : Set up by the Dahir of 2 February 1961, input to this CPM collective guarantee fund is as

follows: · From 1961 to 1987: by appropriation of 50% of the remainder of the earnings of BCP and BPR after the legal reserve and payment of interest on membership shares. · From 1988 to 1989: by an annual allowance of 2.5% of turnover recognised as expenses and by 25% of net earnings after legal reserves and statutory interest.

Law 12/96 reforming the CPM changed the Guarantee Fund into a Support Fund to which an annual allowance of a maximum 2% of turnover is paid. The Guarantee Fund which became the Support Fund is used to grant operating subsidies and restructuring loans repayable to CPM bodies.

(m2) Dar ­Ad-damane Guarantee Fund : The input to the Dar ­Ad-damane Guarantee Fund, set up by the framework agreement

of 5 June 1990, was initially allowances from the surety company's different founding banks and was brought up to 75 million DH, ultimately acquired by Dar-Ad-damane. Input to this Guarantee Fund came from withdrawals from net earnings decided on at the company's General Meeting. In the consolidated accounts, this Guarantee Fund is a component of share capital. (n) Tax levied on earnings Tax charges includes: · Current tax for the year · Deferred tax resulting from the temporary difference in taxation or deductions in the corporate accounts or due to consolidation adjustments. Deferred tax is determined according to the liability method on total temporary differences. Deferred tax assets are only recognised if the probability of them occurring is considered high. In 2005, the normal rate of corporate tax on earnings in Morocco is 39.6% for banks and financial establishments and 35% for other companies.

in thousand DH

ASSETS Cash, central banks, public treasury, giro accounts · Central banks, public treasury, giro accounts · Cash Claims on credit and credit-like institutions · On sight · Payable with a term Client accounts receivable · Cash and consumer credits · Equipment credit · Realestate credits · Other credits · Financial lease and rent operations Factored receivables Transaction and transfer securities · Treasury bonds and related securities · Other debt instruments · Titles of ownership Other assets Investment securities · Treasury bonds and related securities · Other debt instruments Investment securities and related applications Equity Securities · Financial Firms · Other Firms Subordinated Accounts Intangible assets Tangible assets Goodwill on acquisition Total Assets

31/12/05 15 120 866 14 050 880 1 069 986 5 677 136 726 004 4 951 132 45 312 668 18 546 354 9 742 856 15 097 242 1 926 216 1 610 318 9 663 306 7 738 470 641 904 1 282 932 1 739 928 37 700 232 36 211 876 1 488 356 506 076 110 355 132 950 2 346 532 6 623 119 926 988

31/12/04 10 622 142 9 724 442 897 700 5 653 214 3 263 546 2 389 668 39 614 943 15 953 192 9 099 089 12 218 350 2 344 312 1 485 137 9 650 522 6 530 747 1 766 045 1 353 730 1 547 766 34 746 098 33 330 974 1 415 124 724 050 110 000 115 509 2 123 113 9 987 106 402 481

in thousand DH

OFF BALANCE-SHEET LIABILITIES OFF BALANCE-SHEET LIABILITIES Financing commitments in favor of credit and credit-like institutions Financing commitments in favor of customers Commitments of guarantees of credit and credit-like institutions Commitments of guarantees to customers Securities bought with option of repurchase Other securities to deliver OFF BALANCE-SHEET ASSETS Financing commitments received from credit-like institutions Financing commitments received from credit-like Customers Commitments of guarantee received from the state and various sponsoring agencies Securities sold with option of repurchase Other securities to receive

31/12/05 13 376 958 122 515 3 135 025 2 827 090 4 349 869 2 942 459 2 436 118 467 000 1 919 191 29 376 20 551

31/12/04 8 154 618 111 305 2 922 149 765 238 3 787 255 568 671 2 072 175 452 000 1 341 131 28 815 250 229

in thousand DH

LIABILITIES Cash, central banks, public treasury, Giro accounts Debts on credit and credit-like institutions · On sight · Payable with a term Customer deposits Demand accounts payable · Savings accounts · Fixed-term deposits · Other accounts payable Debt instruments issued · Negotiable stocks · Bond loans · Other debt instruments issued Other liabilities Goodwill on acquisition Provision for risks and charges Regulated provisions Earmarked public funds and special guarantee funds Subordinated debts Capital-related premiums Capital Shareholders, uncalled capital (-) Consolidated reserves, revaluation differentials, translation differential and differences on the equity method · Group Share · Miniroty interest Share Net earings for the year (+/-) · Group Share · Miniroty interest Share Total liabilities

31/12/05 2 710 300 507 228 2 203 072 102 070 016 56 696 061 9 424 613 34 164 658 1 784 684 1 916 418 1 007 763 1 692 379 6 474 939 1 684 090 673 674 383 804 289 870 1 697 408 1 688 109 9 299 119 926 988

31/12/04 2 431 712 656 926 1 774 786 90 027 914 49 044 227 8 425 266 31 072 346 1 486 075 2 434 275 969 751 1 509 090 5 606 587 1 404 513 679 685 436 573 243 112 1 338 955 1 282 673 56 282 106 402 481

in thousand DH

EQUITY CAPITAL Group Share Miniroty interest Share Total

31/12/05 11 923 321 229 169 12 222 490

31/12/04 10 239 436 299 394 10 538 830

in thousand DH

INCOME AND EXPENSE ACCOUNTS BANK OPERATING INCOM Interests and interest-like income on operations with credit institutions Interests and interest-like income from operations with the customers Interests and interest-like income on debt securities Income derived from ownership titles Income from tangible assets in financial lease or rent Commissions on service provisions Other banking revenues BANKING OPERATION EXPENSES Interests and related expenses on operations with credit institutions Interests and related expenses from operations with the customers Interests and related expenses on debt securities issued Expenses on tangible assets in financial lease or rent Other banking expenses NET BANKING INCOME Non banking operating revenues Non banking operating expenses GENERAL OPERATING EXPENSES Payroll expenses Taxes and levies External expenses Other general operating expenses Depreciation expense and expenses for tangible and intangible assets Depreciation of goodwill on acquisition Reservals on goodwill on acquisition DEPRECIATION TO THE RESERVE AND LOSSES ON UNCOLLECTIBLES Depreciation to the reserves for delinquent claims and commitents by signature Losses from uncollectibles Other reversals of provisions PROVISION REVERSALS AND RECOVERIES FROM WRITTEN-OFF DEBTS Reversals of provisions for delinquent claims and commitents by signature Recoveries on debts written-off Other reversals of provisions CURRENT INCOME Non-current income Non-current expenses EARNING BEFORE INTEREST AND TAXES Tax on profit or loss Consolidated firms net earnings Share of Equity Companies in earnings Financial firms Other firms Net group Earnings Group Share Minority Interest share

31/12/05 7 536 518 309 284 3 494 189 2 501 815 53 486 142 283 503 515 531 946 1 767 138 86 766 1 385 190 5 467 289 715 5 769 380 256 250 424 212 2 630 758 1 577 319 58 008 726 249 18 188 250 994 3 364 2 221 020 1 206 618 901 425 112 977 2 056 041 1 396 330 665 659 046 2 802 317 42 470 151 301 2 693 486 996 078 1 697 408 1 697 408 1 688 109 9 299

31/12/04 7 462 799 246 583 3 301 282 2 663 580 37 307 116 977 497 258 599 812 1 889 559 93 833 1 410 326 1 103 5 276 379 021 5 573 240 206 053 117 054 2 510 414 1 439 456 56 438 732 936 39 797 241 787 3 366 1 113 1 469 609 949 681 61 238 458 690 1 718 923 625 927 7 248 1 085 748 3 398 886 20 692 1 401 369 2 018 209 679 254 1 338 955 1 338 955 1 282 673 56 282

in thousand DH

STATEMENT OF ACCOUNTS + Interests and interest-like income - Interests and related expenses INTEREST SPREAD + Income from tangible assests in financial lease rent - Expenses on operations financial lease rent operations Income from financial lease and rental operations + Commissions received - Commissions served MARGIN ON COMMISSIONS ± Income derived from operation on trading secu ± Income derived from operation investment securities ± Income derived from foreign exchange operation ± Income derived from byproducts Income derived from trading + Various other banking income - Various other banking expenses NET BANKING INCOME ± Income from financial long-term investments ± Other non-banking operating income - Other non-banking operating expenses - General operating expenses GROSS OPERATING INCOME ± Net apropriations to the reserves for reservals of provisions for delinquents claims and commitments by signature ± Other net appropriations to the reserves for reversals of provisions ± Net appropriations to the reserves for reversals of depreciation of goodwill acquisition CURRENT INCOME NON-CURRENT INCOME - Tax on profit and loss - Deferred tax Consolidated firm Net Earnings Share of Equity Companies in Earnings NET EARNINGS Net Group earnings Share of equity companies in earnings ± CONSOLIDATED FIRM NET EARNINGS FOR THE YEAR + Depreciation expense and exepenses for tangible and intangible assets + Depreciation expenseof long term investments + Appropriation to the reserves for general risks + Regulated appropriations to the reserves + Non current appropriations to the reserves - Reversals of provisions - Capital gains on the transfer of intangible and tangible assets +Capital losses from the transfer of intangible and tangible assets - Capital gains on disposal of long term investments + Capital losses on disposal of long term investments - Write-backs of investments subsidies received + Depreciation expense of goodwill on acquisition - Write-backs on goodwill - Expenses (income) net of defferred tax for the year CASH FLOW PROFITS DISTRIBUTED SELF FINANCING

31/12/05 6 305 288 1 471 956 4 833 332 142 283 5 467 136 816 503 515 13 712 489 803 106 048 197 293 303 341 180 508 174 420 5 769 380 226 245 214 009 122 076 2 630 758 3 456 800 711 048 -59 929 3 364 2 802 317 -108 831 991 733 4 345 1 697 408 1 697 408 1 697 408 250 994 28 611 100 794 514 751 3 580 217 42 241 302 136 1 3 364 4 345 1 818 636 235 208 1 583 428

31/12/04 6 211 445 1 505 262 4 706 183 116 977 5 276 111 701 497 258 12 643 484 615 271 794 168 679 440 473 52 960 222 692 5 573 240 - 175 461 206 053 116 562 2 510 414 2 976 856 377 744 -802 027 2 253 3 398 886 -1 380 677 676 851 2 403 1 338 955 1 338 955 1 338 955 241 787 206 631 200 000 409 784 1 081 998 8 601 1 150 492 3 366 1 113 2 403 1 308 050 178 778 1 129 272

in thousand DH

CASH FLOW TABLE (+) Banking transaction income (+) Recovery of written off debts (+) Non-banking income received (-) Banking operating expenses paid (-) Non-banking operating expenses paid (-) General non-banking operating expenses paid (-) Tax paid income I - net cash flow from income and expenses account variations of : (±) Credit establishment loans assimilated (±) Customer loans (±) Transaction and investment securities (±) Other assets (±) leased and rented assets (±) Debts to credit establishments assimilated (±) Customer deposits (±) Proof of debt issued (±) Other liabilities II - TOTAL VARIATION BETWEEN ASSETS AND LIABILTIES III - NET CASH FLOW FROM OPERATING ACTIVITIES (I + II) (+) Income from disposal of financial assets (+) Income from disposal of tangible and intangible assets (-) Acquisition of financial assets (-) Acquisition of tangible and intangible assets (+) Interest received (+) Dividends received IV - CASH FLOW FROM INVESTMENT ACTIVITIES (+) Subsidies, public funds and special guarantee funds received (+) Issue of subordinate debts (+) Issue of shares (-) Reimbursement of equity Capital & Assimilated (-) Interest paid out (-) Dividends paid out V - CASH FLOW FROM ACTIVITIES OF FINANCING Translation reserves VI - NET CASH FLOW VARIATION (II + IV + V) VII -CASH FLOW AT THE BEGINNING OF THE FINANCIAL YEAR VIII-CASH FLOW AT THE CLOSE OF FINANCIAL YEAR

31/12/05 9 331 252 3 807 369 117 -4 234 257 -378 992 -2 406 880 -991 799 1 692 248 -23 831 -5 618 250 -12 784 -190 744 -328 976 141 152 12 042 101 -519 193 5 489 475 7 181 723 5 717 261 10 683 -8 378 126 -331 418 73 466 -2 908 134 183 289 -519 299 926 -60 820 -200 985 220 891 4 244 4 498 724 10 622 142 15 120 866

31/12/04 7 895 926 7 248 216 486 -2 788 223 -1 316 702 -2 268 628 -679 254 1 066 853 -1 281 408 -4 813 405 -3 413 352 212 361 -332 927 212 785 6 744 724 873 419 -1 797 803 -730 950 2 355 483 23 742 -129 168 -263 551 34 734 2 021 240 -65 358 -16 351 37 949 55 854 -55 519 -123 259 -166 684 12 133 1 135 739 9 486 403 10 622 142

BANQUE CENTRALE POPULAIRE : Social Accounts as at 31 DÉCEMBRE 2005

in thousand DH

ASSETS Cash, central banks public treasury, giro accounts, Claims on credit and credit-like institutions · On sight · Payable with a term Client accounts receivable · Cash and consumer credit · Equipment credit · Realestate credits · Other credits Factored receivables Transaction and transfer securities · Treasury bonds and related securities · Other debt instruments · Titles of ownership Other assets Investment securities · Treasury bonds and related securities · Other debt instruments Investment securities and related applications Suberdinated Accounts Fixed assets issued in financial lease and rental Intangible assets Tangible assets Total Assets

31/12/05 13 957 061 4 866 782 321 605 4 545 177 5 108 703 2 154 087 2 576 432 265 162 113 022 4 804 501 3 440 943 394 113 969 445 530 579 37 558 017 36 119 785 1 438 232 742 632 147 788 24 017 619 709 68 359 789

31/12/04 13 957 061 4 866 782 321 605 4 545 177 5 108 703 2 154 087 2 576 432 265 162 113 022 4 804 501 3 440 943 394 113 969 445 530 579 37 558 017 36 119 785 1 438 232 742 632 147 788 24 017 619 709 68 359 789

in thousand DH

LIABILITIES Cash, central banks, public treasury, Giro accounts Debts on credit and credit-like institutions · On sight · Payable with a term Customer deposits · Demand accounts payable · Savings accounts · Fixed-term deposits · Other accounts payable Debt instruments issued · Negotiable stocks · Bond loans · Other debt instruments issued Other liabilities Provision for liabilities and charges Regulated provisions Subsidies, earmarked public funds and special guarantee funds Subordinated debts Revaluation differentials Reserves and capital-related premiums Capital Shareholders, uncalled capital (-) Carry forward (±) Net earnings awaiting allocation (±) Net earnings for the year (±) Total Liabilities

31/12/05 59 815 202 47 992 858 11 822 344 3 125 281 465 463 2 000 815 659 003 771 389 382 601 19 301 780 379 2 364 013 588 805 93 700 419 118 68 359 789

31/12/04 55 267 711 43 275 608 11 992 103 3 013 773 334 851 2 131 517 547 405 1 293 563 278 271 38 074 597 090 2 169 261 588 805 72 948 395 550 63 715 047

in thousand DH

OFF BALANCE-SHEET LIABILITIES OFF BALANCE-SHEET LIABILITIES Financing commitments in favor of credit and credit-like institutions Financing commitments in favor of customers Commitments of guarantees of credit and credit-like institutions Commitments of guarantees to customers Securities bought with option of repurchase Other securities to deliver OFF BALANCE-SHEET ASSETS Financing commitments received from credit-like institutions Financing commitments received from credit-like Customers Commitments of guarantee received from the state and various sponsoring agencies Securities sold with option of repurchase Other securities to receive

31/12/05 5 199 883 20 378 3 087 612 2 006 782 85 111 313 203 313 203 -

31/12/04 2 927 255 24 000 2 471 405 331 850 100 000 122 472 122 472 -

in thousand DH

INCOME AND EXPENSE ACCOUNTS BANK OPERATING INCOME Interests and interest-like income on operations with credit institutions Interests and interest-like income from operations with the customers Interests and interest-like income on debt securities Income derived from ownership titles Income from tangible assets in financial lease or rent Commissions on service provisions Other banking revenues BANKING OPERATION EXPENSES Interests and related expenses on operations with credit institutions Interests and related expenses from operations with the customers Interests and related expenses on debt securities issued Expenses on tangible assets in financial lease or rent Other banking expenses NET BANKING INCOME Non banking operating revenues Non banking operating expenses GENERAL OPERATING EXPENSES Payroll expenses Taxes and levies Extraordinary expenses Other general operating expenses Depreciation expense and expenses for tangible and intangible assets APPROPRIATION TO THE RESERVE AND LOSSES ON UNCOLLECTIBLES Appropriation to the reserves for delinquent claims and commitments by signature Losses from uncollectibles Other reversals of provisions PROVISION REVERSALS AND RECOVERIES FROM WRITTEN-OFF DEBTS Reversals of provisions for delinquent claims and commitments by signature Recoveries on debts written-off Other reversals of provisions CURRENT INCOME Non-current income Non-current expenses EARNING BEFORE INTEREST AND TAXES Tax on profit or loss NET EARNINGS FOR THE YEAR

31/12/05 3 226 391 209 480 222 663 2 384 986 25 830 97 797 285 635 2 447 910 2 289 958 77 700 80 252 778 481 819 788 322 557 888 601 440 186 13 757 364 541 6 198 63 919 110 897 69 970 2 290 38 637 553 225 2 765 550 460 829 439 123 894 222 651 730 682 311 565 419 118

31/12/04 3 531 939 152 020 199 973 2 576 727 17 784 107 589 477 845 2 624 625 2 412 030 77 078 135 518 907 314 754 014 22 794 844 501 410 269 11 031 352 667 8 200 62 334 279 732 64 477 215 255 185 843 31 500 154 342 700 143 229 692 381 913 547 922 152 373 395 550

in thousand DH

STATEMENT OF ACCOUNTS I - FORMATION OF THE RESULTS TABLE (+) Interests and related-like income (-) Interests and related expenses INTEREST SPREAD (+) Income from tangible assests in financial lease or rent (-) Expenses on tangible assets in financial lease or rent Income from financial lease and rental operations (+) Commissions received (-) Commissions served Margin on commissions (±) Income derived from operation on trading (±) Income derived from investment securities (±) Income derived from foreign exchange operation (±) Income derived from byproducts Income derived from trading (+) Various other banking income (-) Various other banking expenses NET BANKING INCOME (±) Income from financial long-term investments (±) Other non-banking operating income (-) Other non-banking operating expenses (-) General operating expenses GROSS OPERATING INCOME (±) Net apropriations to the reserves for delinquents claims and commitments by signature (±) Other net appropriations to the reserves for reversals of provisions CURRENT INCOME NON-CURRENT INCOME (-) Tax on profit and loss II - CASH FLOW NET EARNINGS FOR THE YEAR (+) Depreciation expense and expenses for tangible and intangible assets (+) Depreciation expense for long term investments (+) Appropriation to the reserves for general risks (+) Regulated appropriations to the reserves (+) Non current appropriations to the reserves (-) Reversals of provisions (-) Capital gains on the transfer of intangible and tangible assets (+) Capital losses from the transfer of intangible and tangible assets (-) Capital gains on the transfer of intangible and tangible assets (+) Capital losses from the transfer of intangible and tangible assets (-) Reversal of capital grants received (±) CASH FLOW (-) Distributed benefits (±) FINANCING THROUGH RETAINED EARNINGS

31/12/05

31/12/04

2 817 129 2 367 658 449 471 97 797 2 214 95 583 106 153 100 557 206 710 34 755 8 038 778 481 199 784 819 788 20 421 888 601 889 031 69 495 -9 903 829 439 -98 756 311 565

2 928 721 2 489 108 439 613 107 589 1 226 106 363 246 180 82 101 328 281 38 728 5 671 907 314 -164 557 754 014 22 302 844 501 629 967 32 976 -103 153 700 143 -152 221 152 373

419 118 63 919 7 651 19 301 100 795 549 722 632 7 302 136 362 573 362 573

395 550 62 334 193 735 15 020 209 061 154 342 267 4 492 721 586 721 586

in thousand DH

CASH FLOW TABLE (+) Banking transaction income (+) Recovery of written off debts (+) Non-banking income received (-) Banking operating expenses paid (-) Non-banking operating expenses paid (-) General non-banking operating expenses paid (-) Tax paid income I - net cash flow from income and expenses account variations of : Variation of : (±) Credit establishment loans assimilated (±) Customer loans (±) Transaction and investment securities (±) Other assets (±) leased and rented assets (±) Debts to credit establishments assimilated (±) Customer deposits (±) Proof of debt issued (±) Other liabilities II - TOTAL VARIATION BETWEEN ASSETS AND LIABILTIES III - NET CASH FLOW FROM OPERATING ACTIVITIES (I + II) (+) Income from disposal of financial assets (+) Income from disposal of tangible and intangible assets (-) Acquisition of financial assets (-) Acquisition of tangible and intangible assets (+) Interest received (+) Dividends received IV - CASH FLOW FROM INVESTMENT ACTIVITIES

31/12/05 3 210 852 843 050 -2 520 170 -3 336 -824 682 -311 565 394 149 344 165 -1 014 415 2 889 979 240 555 4 547 491 111 508 -522 174 6 597 109 6 991 258 5 727 159 1 215 -8 347 202 -94 048 20 523 -2 692 353 183 289

31/12/04 3 552 715 983 439 -2 689 102 -204 211 -782 167 -152 373 708 301 -1 617 808 133 493 -3 362 023 286 678 2 345 851 189 428 586 622 -1 437 759 -729 458 2 355 480 866 -45 590 -50 644 12 943 2 273 055 -445 358 -117 761 -563 119 980 478 8 652 375 9 632 853

(+) Subsidies, public funds and special guarantee funds received (+) Issue of subordinate debts (+) Issue of shares (-) Refund of equity capital assimilated (-) Interest paid out (-) Dividends paid out

6 879 -164 865 25 303

V - CASH FLOW FROM ACTIVITIES OF FINANCING 4 324 208 VI - NET CASH FLOW VARIATION (II + IV + V) 9 632 853 VII -CASH FLOW AT THE BEGINNING OF THE FINANCIAL YEAR 13 957 061 VIII-CASH FLOW AT THE CLOSE OF FINANCIAL YEAR

auditor's summury statement : Banque Centrale Populaire

In accordance with the role entrusted to us by the Ordinary General Meeting of 26 May 2005, we hereby submit our report on the financial year ending on 31 December 2005. We have audited the Banque Centrale Populaire statements of account as at 31 December 2005, including the balance sheet, income and expense sheets, summary of financial statements, cash flow table and complementary information concerning this financial year. We have fulfilled our role in compliance with the professional norms applicable in Morocco, taking into account legal and regulatory provisions in force. We certify that the statements of account mentioned in the second paragraph are genuine, and faithfully reflect the company assets and financial situation as at 31 December 2005. They also truly depict the results of their transactions and trends in cash flow for the financial year closing on that date, in compliance with the accounting rules admissible in Morocco.

Casablanca, April 3rd 2006

The auditors Price Waterhouse COOPERS A. Bidah Partner Masnaoui Audit et Conseil A. MASNAOUI Partner

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