Managem S A : Emission d’un emprunt obligataire – Résumé traduit en Anglais

P R O S P E C T U S S U M M A R Y

ORDINARY BOND ISSUE OF A MAXIMUM AMOUNT OF MAD 1,500,000,000

			Tranche A, unlisted			Tranche B, unlisted		Tranche C, unlisted
	Ceiling		MAD 1,500,000,000		MAD 1,500,000,000		MAD 1,500,000,000
	Maximum number of		15,000 bonds		15,000 bonds		15,000 bonds
	securities
	Nominal value		MAD 100,000		MAD 100,000		MAD 100,000
	Maturity		7 years		5 years		5 years

Fixed, based on the reference rate curve of the 7-year Treasury bills secondary market as published by

Face interest rateBank Al-Maghrib on December 3, 2021, i.e. 2.12%, increased by a risk premium of 110 bps, representing a

3.22% face rate.

Fixed. The nominal interest rate
corresponds to the actuarial rate	Revisable annually, in reference to
allowing to obtain for a bond, a price	the full 52 weeks rate (monetary rate)
at the date of dividend, equal to 100%	determined based on the reference
of the nominal value by discounting	rate curve of the secondary market of
the future flows generated by this	Treasury bills as published by Bank
bond at the zero coupon rates. It is	Al-Maghrib on December 3, 2021,
then calculated from the reference	i.e. 1.56%, for the first year,
rate curve of the secondary market of	increased by a risk premium of 100
treasury bills published by Bank Al	bps, representing a 2.56% face rate
Maghrib on December 3, 2021, i.e.	for the first year.
1.86 %, increased by a risk premium
of 100 basis points, representing a
2.86 % face rate.

Risk premium	110 bps	100 bps	100 bps
Principal repayment	In fine	Constant linear annual amortization	In fine
Repayment guarantee	None	None	None

Allocation method	Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche B (fixed rate with linear annual amortization),
then to Tranche C (annually revisable rate, with in fine repayment)
Tradability of	Over-the-counter(off-market) exclusively between qualified investors of Moroccan law listed in the securities note
securities

Subscription period: from December 14 to 16, 2021, inclusive

Subscription to these bonds is strictly reserved to qualified investors of Moroccan Law listed in the securities note

Advisory BodyPlacement Agent

Attijari Finances Corp.

APPROVAL OF THE MOROCCAN CAPITAL MARKET AUTHORITY (AMMC)

In accordance with the provisions of the AMMC Circular, issued pursuant to Article 5 of Dahir No. 1-12-55 of December 28, 2012, promulgating Law No. 44-12 relating to Public Offering and to information required from Corporate Entities and Organizations making Public Offering, the prospectus was approved by the AMMC on December 6, 2021 under reference No. VI/EM/035/2021.

This securities note constitutes only a part of the AMMC-approved prospectus. The latter is composed of the following documents:

• This securities note;
• Managem's reference document registered by the AMMC on December 6, 2021 under reference No EN/EM/031/2021.

DISCLAIMER

The Moroccan Capital Market Authority (AMMC) approved on December 6, 2021, a prospectus relating to Managem's bond issue.

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

The prospectus is available to the public on the AMMC website www.ammc.ma, on the Casablanca Stock Exchange headquarters and website http://www.casablanca-bourse.com/.

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

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PART I: PRESENTATION OF THE OPERATION

1. OBJECTIVES OF THE OPERATION

The company Managem S.A. wishes to carry out a bond issue of a maximum amount of one billion five hundred million dirhams (MAD 1,500,000,000), in order to:

• Diversify the financing sources.
• Support Managem's development program.

1. STRUCTURE OF THE OFFER

Managem plans to issue 15,000 ordinary bonds with a MAD 100,000 nominal value. The maximum amount of the operation stands at MAD 1,500,000,000, distributed as follows:

• Tranche "A" with a 7-year maturity, a fixed rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each ( principal repayment in fine);
• Tranche "B" with a 5-year maturity, a fixed rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each (principal repayment by constant linear annual amortization);
• Tranche "C" with a 5-year maturity, an annually revisable rate, unlisted on the Casablanca Stock Exchange, with a MAD 1,500,000,000 ceiling and a MAD 100,000 nominal value each ( principal repayment in fine).

The total amount auctioned on the three tranches should in no case exceed MAD 1,500,000,000. The amount of the operation will be limited to the subscriptions actually received.

1. FINANCIAL INSTRUMENTS OFFERED

Characteristics of Tranche A (Fixed rate, 7-year maturity, in fine principal repayment, and unlisted on the Casablanca Stock Exchange)

Nature of securities	Unlisted ordinary bonds, entirely dematerialized by book entry with
	authorized financial intermediaries and admitted to the operations of the
	Central Custodian (Maroclear)
Legal form	Bearer bond
Tranche ceiling	MAD 1,500,000,000
Maximum number of securities to be issued	15,000 bonds
Initial nominal value	MAD 100,000
Issue price	100%, i.e. MAD 100,000
Loan maturity	7 years
Subscription period	From December 14 to 16, 2021, inclusive
Dividend date	December 21, 2021
	Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche
Allocation method	B (fixed rate with linear annual amortization), then to Tranche C
	(annually revisable rate, with in fine repayment)
Face interest rate	Fixed rate
	The face interest rate is determined in reference to the 7-year rate
	calculated based on the reference rate curve of the secondary market of
	Treasury bills as published by Bank Al-Maghrib on December 3, 2021,
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	i.e. 2.12%. This rate will be increased by a risk premium of 110 bps, i.e.
	a 3.22% face rate.
	The determination of the reference rate is made by the method of linear
	interpolation using the two points framing the full 7-year maturity
	(actuarial basis).
Risk premium	110 bps
Interests	Interest will be paid annually on the anniversary date of the loan's
	dividend date, i.e. December 21 of each year. Payment will be made on
	the same day or on the first business day following December 21 if this
	is not a business day. Interest on the bonds will cease to accrue from the
	date on which the principal is fully repaid by Managem. No deferral of
	interest will be possible in connection with this operation.
	Interest will be calculated in accordance with the following formula:
	[Nominal x Face interest rate].
Principal repayment	Tranche A will be subject to in fine principal repayment.
	In the event of a merger, demerger or partial transfer of assets of
	Managem occurring during the loan term and resulting in the transfer of
	all assets and liabilities to a separate legal entity, the rights and
	obligations under the ordinary bonds will automatically be transferred to
	the legal entity substituted for Managem's rights and obligations.
Early repayment	Managem refrains from proceeding to the early repayment of the bonds
	covered by this securities note.
Bond redemption	Managem reserves the right to repurchase bonds on the secondary
	market, provided that legal and regulatory provisions so permit, such
	repurchases being without consequence for a subscriber wishing to keep
	their securities until normal maturity and without affecting the normal
	repayment schedule. Bonds redeemed will be cancelled.
	If the total amount of securities tendered for redemption exceeds the
	amount tendered by the issuer, the redemption of the securities will be
	made on a prorated basis.
	In the event of redemption, the Issuer shall notify the AMMC and the
	representative of the bondholders' pool of the bonds being redeemed.
Tradability of securities	Tradable over-the-counter.
	The bonds covered by this issue may be traded only among the qualified
	investors listed in this securities note. Each qualified investor holding the
	bonds in this securities note undertakes to transfer the bonds only to the
	qualified investors listed in this securities note. Therefore, the account
	holders must not accept any instructions for the settlement and delivery
	of the bonds of this securities note from investors other than the qualified
	investors listed in this securities note.
Assimilation clauses	The bonds issued by Managem shall not be assimilated to the securities
	of a previous issue.
	In the event that Managem subsequently issues new securities with rights
	identical in all respects to those of this issue, it may, without requiring
	the consent of the holders, provided that the issue contracts so provide,
	assimilate all the securities of the successive issues, thereby unifying all
	the operations relating to their management and trading.
Loan rank	The Bonds issued by Managem and the interest thereon constitute direct,
	general, unconditional and unsubordinated obligations of the Issuer,
	ranking pari passu among themselves with all other present or future
	unsecured liabilities of the Issuer.
Repayment guarantee	This issue is not covered by any specific guarantee.

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Rating	This issue is not subject to a rating request.
Representation of the bondholders' pool	The Board of Directors, held on September 23, 2021, appointed the Firm
	MOUTTAKI PARTNERS represented by Mr. Mouttaki Karim as
	provisional proxy. This decision will take effect as from the opening of
	the subscription period. It being specified that the provisional proxy
	appointed is identical for tranches A, B and C, which are grouped together
	in one and the same pool.
	In accordance with article 300 of the Law on Public Limited Companies,
	the provisional representative of the pool will proceed to the convening
	of the General Meeting of Bondholders in order to appoint the definitive
	representative of the bondholders' pool and this, within a 6-month period,
	as from the closing of subscriptions.
	Managem has no capital or business link with the Firm MOUTTAKI
	PARTNERS represented by Mr. Mouttaki Karim.
Applicable law	Moroccan law.
Competent jurisdiction	Commercial Court of Casablanca.

Characteristics of Tranche B (Fixed rate, 5-year maturity, with a constant linear amortization, and unlisted on the Casablanca Stock Exchange)

Nature of securities	Unlisted ordinary bonds, entirely dematerialized by book entry with
	authorized financial intermediaries and admitted to the operations of the
	Central Custodian (Maroclear)
Legal form	Bearer bond
Tranche ceiling	MAD 1,500,000,000
Maximum number of securities to be issued	15,000 bonds
Initial nominal value	MAD 100,000
Issue price	100%, i.e. MAD 100,000
Loan maturity	5 years
Subscription period	From December 14 to 16, 2021, inclusive
Dividend date	December 21, 2021
	Prorated, with priority to Tranche A (fixed rate, in fine), then to Tranche
Allocation method	B (fixed rate with linear annual amortization), then to Tranche C
	(annually revisable rate, with in fine repayment)
Face interest rate	Fixed rate
	The nominal interest rate corresponds to the actuarial rate allowing to
	obtain for a bond, a price at the date of dividend, equal to 100% of the
	nominal value by discounting the future flows generated by this bond at
	the zero coupon rates. It is then calculated from the reference rate curve
	of the secondary market of treasury bills published by Bank Al Maghrib
	on December 3, 2021, i.e. 1.86 %, increased by a risk premium of 100
	basis points, representing a 2.86 % face rate.
Risk premium	100 bps
Interests	Interest will be paid annually on the anniversary date of the loan's
	dividend date, i.e. December 21 of each year. Payment will be made on
	the same day or on the first business day following
	December 21 if this is not a business day. Interest on the bonds will cease
	to accrue from the date on which the principal is fully repaid by
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