Managem S A : - Résumé version anglaise

DISLAIMER

The Moroccan Capital Market Authority (AMMC) approved on March 1, 2024 a prospectus relating to the issue of ordinary shares through a capital increase by cash contribution and offset of liquid and due receivables.

The AMMC-approved prospectus is available at any time at Managem's headquarters, on the company's website

(http://www.managemgroup.com/medias/communiques-et-publications-0)and from the financial advisor. It is also

available within 48 hours from the centralizing and order-collecting body.

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

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

PART I: PRESENTATION OF THE OPERATION

1. AMOUNT OF THE OPERATION

Managem plans to carry out a capital increase by cash contribution and/or offset of liquid and due receivables for an amount of MAD 2,997,388,800 through the issue of a maximum number of 1,873,368 shares at a subscription price per share of MAD 1,600, i.e. MAD 100 as nominal value and MAD 1,500 as issue premium. The total amount of the capital increase will be a maximum of MAD 2,997,388,800, including MAD 187,336,800 in nominal value and MAD 2,810,052,000 in issue premium.

1. FRAMEWORK OF THE OPERATION

II.1. Framework of the operation

Managem's Board of Directors, held on July 12, 2023 under the chairmanship of Mr. Imad Toumi, decided to propose to the Extraordinary Shareholders' Meeting a capital increase of a maximum amount of MAD 3,000,000,000, including issue premium, through the issue of new shares, to be paid up by cash contributions and/or by offsetting against certain, liquid and due receivables from the Company.

The Extraordinary General Meeting of Managem shareholders, held on September 19, 2023, resolved to increase the share capital, including issue premium, by a maximum total amount of three billion dirhams (MAD 3,000,000,000), through the issue of new shares with a par value of MAD 100, to be fully paid up upon subscription, in terms of both nominal value and issue premium, by cash contributions and/or by offsetting against certain, liquid and due receivables from the Company.

The new shares will be entitled to dividends from the date of finalization of the capital increase, and will be assimilated to existing shares from the date of their creation, subject to all the provisions of the Articles of Association and the decisions of Shareholders' Meetings.

The Annual General Meeting, pursuant to the provisions of Articles 189, 190 and 191 of Act 17-95 on public limited companies, as amended and supplemented, has resolved:

• to increase the share capital, including issue premium, by a maximum of MAD3,000,000,000, through the issue of new shares with a nominal value of MAD100, to be fully paid up at the time of subscription, in terms of both nominal value and issue premium, by cash contribution and/or by offsetting against certain, liquid and payable receivables from the Company;
• that the Company's shareholders may exercise their preferential right to subscribe to the new shares on an irreducible basis, in proportion to the number of shares they hold in the share capital, and on a reducible basis. If shareholders do not subscribe to the shares to which they are entitled on an irreducible basis, the shares thus made available will be allocated to shareholders who have subscribed, on a reducible basis, to a higher number of shares, in proportion to their share in the current capital and within the limit of their requests and without allocation of fractions;
• that the new shares issued will carry dividend rights as from the date of final completion of the capital increase and will, for all other purposes, be assimilated to existing shares from the date of their creation, and will be subject to all the provisions of the Articles of Association and the decisions of the Shareholders' Meetings;
• that it has granted full powers to the Board of Directors to carry out the capital increase. For this purpose, to receive subscriptions and payments, to deposit the funds in accordance with the legal conditions, to record any payment in full, to amend the company's articles of association accordingly and, in general, to carry out the formalities and do all that is necessary to carry out these decisions and finalize the capital increase decided upon.

By virtue of the powers vested in it by the aforementioned General Meeting, the Board of Directors has decided to set the issue price of the new shares at MAD1,600 per share.

Shareholders will be able to exercise their preferential subscription rights on an irreducible basis, on the basis of 3 new shares for 16 preferential subscription rights.

The reference shareholder Al Mada has waived 12 preferential subscription rights.

Consequently, the Board notes that the maximum number of new shares to be issued would be 1,873,368 shares with a nominal value of MAD100 each, and an issue premium of MAD1,500 per share.

The share capital would thus be increased by a maximum of MAD187,336,800, from MAD999,130,800 to a maximum of MAD1,186,467,600.

Shareholders with insufficient preferential subscription rights to subscribe for a whole number of new shares may acquire the necessary rights. They may also sell rights giving rise to fractions. Subscription rights will be freely tradable in accordance with current regulations.

If subscriptions for excess and irreducible shares have not absorbed the entire capital increase, the Board of Directors may decide to limit the amount of the capital increase to the amount of subscriptions received at the end of the subscription period.

The Board of Directors specifies that the new shares issued will be assimilated to existing shares from the date of their creation, and will be subject to all the provisions of the Articles of Association and the decisions of General Meetings. They will be entitled, in the same way as existing shares, to the distribution of profits and any other rights that may be decided by the Company from the date of final completion of the Operation.

As a result of the above, shareholders will be entitled to exercise their irreducible preferential subscription rights on the basis of 3 new shares for 16 PSRs.

By virtue of the powers vested in it by the aforementioned meeting, and of the authorization to subdelegate granted, the Board of Directors confers full powers on the Chief Executive Officer or on any person specially designated by him, to:

• Sign the legal documentation relating to the capital increase;
• Set the opening and closing dates of the subscription period;
• Inform shareholders of the terms and conditions of the capital increase;
• Collect subscriptions and corresponding payments;
• Designate financial intermediaries;
• Open an unavailable account with one of the company's banks under the heading "Managem - Capital increase";
• If applicable, extend the subscription period if irreducible and reducible subscriptions have not absorbed the entire capital increase;
• Send the signed financial statements to the company's Statutory Auditor for certification;
• draw up, sign and file with the clerk of the Casablanca Commercial Court - or have filed by any authorized bearer - the declaration of subscription and payment, a statement of subscriptions and payments, the request for an amending entry in the Commercial Register, as well as the other documents provided for by law;
• And generally, make all declarations, carry out all filings, advertise and complete all formalities.

In addition, pursuant to the provisions of article 199 of law 17-95 relating to public limited companies, the Board of Directors approved the shareholders' current account granted by Al Mada to its subsidiary Managem.

The statutory auditors have thus certified the accuracy of this closing of accounts, which shows a credit balance of MAD 1,500,000,000 as of 21/02/2024, held by Al Mada on the Company.

By virtue of the powers vested in him by the Extraordinary General Meeting of Managem shareholders held on September 19, 2023, and of the sub-delegation authorization granted by the Board of Directors on February 21, 2024, the Chief Executive Officer has decided to set the terms and conditions of the operation, in particular the opening

and closing dates of the subscription period, which will run from March 14, 2024 to April 2, 2024, with no possibility of extending the period.

II.2. Objectives of the operation

In view of the company's strategic plan for the next few years and the investments planned for the development and construction of new mining projects, the Board of Directors, at its meeting on July 12, 2023, deemed it necessary to rationalize the company's financial structure by strengthening its equity capital and increasing its possibilities of mobilizing other means of financing accordingly.

1. OPERATION TIMETABLE

The timetable for this operation is as follows:

Publication by the Casablanca Stock Exchange of the operation results.

Maximum total number of shares to be issued1,873,368 new shares to be issued in connection with the capital increase

Ordinary Share Issue through a Capital Increase by Cash Contribution and/or Offset of Liquid and Due Receivables

IV.2. Characteristics of preferential subscription rights

Ordinary Share Issue through a Capital Increase by Cash Contribution and/or Offset of Liquid and Due Receivables

IV.3. Assessment elements of offer terms

IV.3.1.Price of shares offered

The Extraordinary General Meeting of Managem shareholders held on September 19, 2023, convened by the Board of Directors on July 12, 2023, resolved to increase the share capital by a maximum amount of MAD 3,000,000,000 through the issue of new shares to be paid up in cash and/or through the conversion of liquid and due receivables.

The same meeting delegated the necessary powers to the Board of Directors to carry out the capital increase, set the terms and conditions, record its completion and amend the Articles of Association accordingly.

In accordance with the powers granted to it by the Extraordinary General Meeting of September 19, 2023, the Board of Directors, meeting on February 21, 2024, set the subscription price for the new shares at MAD1,600 per share, including issue premium, representing a 12.1% discount to the closing price of MAD1,820 on February 20, 2024, the day before Managem's Board of Directors met.

The valuation method used to value Managem shares in the context of this Operation is the market price method1.

The average share price over various time horizons provides an objective benchmark for valuing Managem shares.

The table below shows the volume-weighted average prices as of 20/02/2024:

Source:Casablanca Stock Exchange, Attijari Finances Corp.

For all the horizons studied, the last price used to calculate the WAP is the Managem share price as of 20/02/2024.

The weighted average price of Managem shares calculated over the periods of 1 month, 3 months, 6 months, 12 months, ending on 20/02/2024 (inclusive) were respectively MAD 1,826, MAD 1,734, MAD 1,727 and MAD 1,919 per share, representing an equity valuation of mMAD 18,245, mMAD 17,329, mMAD 17,254 and mMAD 19,173 respectively.

The Board of Directors meeting of 02/21/2024 set the issue price at MAD 1,600, representing a 12.1% discount to the share price of MAD 1,820 at 02/2024. The MAD 1,600 subscription price represents a discount of 12.4% to the 1-month WAP, 7.8% to the 3-month WAP, 7.4% to the 6-month WAP and 16.6% to the 12-month WAP.

The 12-month WAP calculation has been adjusted to exclude data from 02/05/2023 relating to the intra-group transaction between Al Mada and SFGP concerning 4.9% of Managem shares. This involves a reclassification of Managem shares within the Al Mada Group.

IV.3.2.Price assessment methodology

Discarded valuation methods

Discounted cash flow (DCF)

This method consists of calculating the value of a company's economic assets (enterprise value) by the sum of the future cash flows generated by them (Free Cash-Flow to the Firm) discounted at the weighted average cost of capital. The weighted average cost of capital (WACC) is representative of the return required by providers of funds (shareholders and creditors), weighted by their respective levels of commitment to financing the company's economic assets. Once the enterprise value has been determined, the value of shareholders' equity is obtained by deducting net debt.

Given that Managem's business is subject to metal price volatility, and that it also depends on changes in the asset portfolio, the DCF valuation method has not been used.

Future dividend discounting (DDM)

Similar to the Discounted Cash-Flow (DCF) method described above, this method is based on the principle of discounting cash flows. It involves calculating the value of the company's equity by discounting the future dividends expected to be paid to shareholders at the cost of equity (corresponding to the shareholders' return requirement). The value of shareholders' equity (Ve) corresponds to the sum of (i) the discounted dividends that the company expects to pay its shareholders over the explicit time horizon, and (ii) the discounted terminal value.

Given that Managem's business is subject to metal price volatility, and that it also depends on changes in the asset portfolio, the DDM valuation method has not been used.

Stock market comparables

The stock market comparables method is an analogous valuation method for estimating a company's equity value based on the valuation levels of comparable companies listed on the stock market.

Several parameters need to be verified when applying this method, notably the consistency of the assumptions underlying the construction of the benchmark comparables (growth, risk, size, business sector, legal/tax/regulatory environment, accounting standards, etc.).

Due to significant differences in the market capitalizations of the companies in the samples compared with Managem, as well as differences in their operating profiles, the comparable companies method has not been used.

Transactional comparables

This method involves valuing a company on the basis of the implied valuation multiples of a sample of transactions that have taken place in its sector of activity, and whose target companies have comparable financial and operating characteristics to the company being valued.

Given the unavailability of public and verified financial information (such as transaction amounts and implied multiples) relating to recent previous transactions involving companies comparable to Managem, this method has not been used.

Valuation method used:

The valuation method used to value Managem's shares in this operation is the stock market price method2.

The stock market price method consists of assessing the value of a company by reference to its price on the stock market. The relevance of this method depends on the efficiency of the stock market on the one hand, and the liquidity of the stock on the other. The share price valuation method thus makes it possible to assess the value of a company's equity capital based on a weighted average of share prices over a representative time horizon.