TAQA Morocco S A : Governance Report

ALL OUR

ENERGY TO

BRIGHTEN THE

MOROCCO OF

TOMORROW

GOVERNANCE

REPORT 2022

CONTENTS

TAQA MOROCCO IN A NUTSHELL

A MANAGEMENT TEAM

AT THE SERVICE OF TAQA

MOROCCO'S DEVELOPMENT

SOLID GOVERNANCE UNDERWRITING

THE COMPANY'S DEVELOPMENT

INTERNAL SYNERGIES FOR

OPTIMAL RISK MANAGEMENT

SHAREHOLDER RELATIONS

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TAQA MOROCCO IN A NUTSHELL

TAQA Morocco was founded in 1997 and has since become a frontrunner in the country's effort to meet its energy production targets.

Being a forerunner in Morocco's power generation sector, TAQA Morocco aspires to assist Morocco's switch to low-carbon energy sources.

TAQA Morocco draws on its unique know-how as a longstanding energy producer in the country, its solid financial profile, as well as being part of TAQA Group, a world leader in the generation, transmission, and distribution of both electricity and water.

VISION 

Reinforce our IPP leadership position in Morocco by diversifying our business portfolio and becoming a reference in the water industry by leveraging off TAQA Group's expertise.

MISSION 

Capitalise off our expertise as a historic energy producer and our financial strength to assist the whole Moroccan economy in its energy transition.

AMBITION 

Play a key role in the change in Morocco's energy mix.

VALUES AT THE HEART OF OUR ORGANIZATION

Safety

Sustainability

Excellence

Collaboration

Innovation

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A MANAGEMENT TEAM

AT THE SERVICE OF TAQA

MOROCCO'S DEVELOPMENT

TAQA Morocco has equipped itself with the skills necessary for its development, through a Board of Directors that reflects its corporate culture, in terms of transferring skills between generations and promoting parity.

ABDELMAJID IRAQUI HOUSSAINI

Chairman of The Management Board

Abdelmajid Iraqui Houssaini, graduated from Eastern Michigan University (USA) with a degree in Finance and an MBA. He started his career as a Financial Representative at Metropolitan Life Insurance in the USA. He later joined CMS Generation in 1999 as a Senior Analyst before becoming Director in charge of Business Development and managing the financial side of the Group's operations in Morocco. In 2007, Mr. Abdemajid Iraqui Houssaini was appointed Country Manager of the TAQA Group

in Morocco, and also served as Chairman of the Supervisory Board of Takoradi International Company (TICO), a 330 MW gas- fired combined cycle Power Plant in Ghana. Back in 2016, Abdelmajid Iraqui Houssaini took over as Acting CEO of TAQA Group's Power & Water segment, until 2020. He was in charge of steering the development and growth of the Group's portfolio of industrial power and water assets in UAE, Morocco, USA, Oman, India and Ghana.

OMAR ALAOUI M'HAMDI

Finance & Development Director

Omar Alaoui M'Hamdi received his degree from the Institut Supérieur de Commerce de l'Administration des Entreprises (ISCAE) and is a Certified Public Accountant of the Ordre des Experts Comptables Paris/ Ile de France region. He also holds a certificate in Management and Leadership «Advanced Management Program» from the Institut Européen d'Administration des Affaires (INSEAD). Following an earlier experience as a Senior Consultant at PricewaterhouseCoopers in auditing and consulting, he joined JLEC in September 2004 in financial control, then TAQA North Africa in April 2009, as Business Manager in charge of the TAQA Group financial operations in Morocco. Since March 2011, he serves as Deputy CEO and Director of Finance and Business Development of TAQA Morocco. He is also a member of the Management Board of TAQA Morocco, JLEC 5 & 6 and a member of the Board of Directors of Takoradi International Company Limited (TICO), the TAQA Group's Thermal Power Plant in Ghana.

FADOUA MOUTAOUAKIL

Director of Strategy, Audit, Risk Management and Insurance

Holder of the National Diploma of Accounting Expertise, Morocco, and of the IFRS certificate from INTEC, France, Mrs. Fadoua Moutaouakil is a certified public accountant. She currently holds the position of Director of Strategy and Risk Management at TAQA Morocco. She has more than 20 years of experience and started her career in 1999 at PricewaterhouseCoopers (PwC) in audit, consulting and consolidation. Fadoua Moutaouakil joined the Al Mada Group (formerly ONA) in 2003 where she successively held senior positions in the fields of Finance, Investment and Strategy, notably Financial Director at ONA-SNI, Director of Strategy and Finance and member of the Management Board at Optorg. Fadoua Moutaouakil has served also as Director of several companies both in Morocco and abroad.

MEHDI BELGHITI

Director of the Business Support & Transformation

Mehdi Belghiti is a graduate of the Ecole Polytechnique de Lausanne, he holds an engineering degree. He started his career in 2002 with the investment bank CFG Group. In 2004, he joined the COMANAV Group as General Secretary before taking up the position of Deputy General Manager after the privatization of the company. In 2008, he joined the ADDOHA Group as Deputy Managing Director in charge of Finance and Resources. From October 2012, he joined TAQA Morocco as Director of the Support Division and became a Member of the Management Board in 2015.

FATIMA BENDAHBIA

Director of Operations

Fatima Bendahbia is a State Engineer in Mechanical Engineering, specializing in energy, from the Mohammedia School of Engineers. She also holds a DESS in Human Resources from the Institute of Business Administration of the Robert Schuman University in Strasbourg (2005) and an MBA in International Management from the Ecole Nationale des Ponts et Chaussées (2008). Mrs. Bendahbia started her career at ONE in 1993 as head of the methods office until 1997 when she joined JLEC (now TAQA Morocco) as head of the methods office. She was appointed Deputy Director of

the Strategy and Maintenance Planning Department in 1999 until 2000, when she took over the position of the Deputy Director of the Strategy and Maintenance Planning Department. In 2008, she became Director of Human Resources until 2013 when she was named Director of the Technical and Engineering Division. In 2018 she was promoted to General Manager of the Jorf Lasfar Thermal Power Plant and member of the Management Board.

SAID EL MAMOUNI

Executive General Counsel

Saïd El Mamouni is a graduate in Business Law from the Rabat Faculty of Law, he has served as head of the legal departments for various Moroccan and multinational companies operating in different sectors of activity. He started his career in 1993 in the field of insurance, and then joined TOTAL Maroc in 1995 where he headed the Legal, Insurance and Property Management Department for over 9 years. In 2004, he joined Bank Al Maghrib as Deputy Legal Director before joining Altadis Morocco (now Imperial Tobacco) in 2006 as Legal Director. He then joined the OCP Group in 2009 as Legal Director for the Chemicals and Mining divisions, and then the ADDOHA Group as Legal Director for Africa. In 2014, he joined TAQA Morocco where he is General Counsel and Secretary to the Management Board.

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SOLID GOVERNANCE

UNDERWRITING

THE COMPANY'S

DEVELOPMENT

GOVERNANCE STRUCTURE

TAQA Morocco is a joint stock company with a Supervisory Board and a Management Board. This dual structure separates the tasks of direction and management from the functions of control and supervision. It also enables for the proper application of corporate governance standards.

The Supervisory Board sets strategic orientations and oversees their execution; it also performs the appropriate controls and verifications and deals with all matters pertaining to the company's proper operation. The Management Board is in charge of carrying out the company's strategic objectives and guaranteeing proper administration of the company's activities.

COMPOSITION OF THE SUPERVISORY

BOARD

At the end of 2022, the Supervisory Board was composed of 8 directors, including:

 The Chairman of the Supervisory Board;

 The Vice-Chairman of the Supervisory Board ;

 4 Directors representing TAQA Group;

 2 Independent Directors.

INDEPENDENCE OF SUPERVISORY

BOARD MEMBERS

The appointment of independent directors to the Supervisory Board of TAQA Morocco complies with the provisions of Article 41 bis of Law n°17-95 on joint stock companies, as amended and completed.

Today, the company is strictly compliant with the legislation in force.

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