ANONYMOUS COMPANY WITH CAPITAL OF 34,880,000.00 DIRHAMS
HEAD OFFICE: 2, ZANQAT TIHAMA – RABAT
RC N°1971 RABAT
NOTICE OF MEETING
Ladies and Gentlemen, the shareholders of SOCIÉTÉ IMMOBILIÈRE BALIMA, a limited company with capital of 34,880,000.00 DH, are convened for an ordinary general meeting at the company’s headquarters 2, zankat Tihama, Rabat, on
June 24, 2024 at 3:30 p.m.,
In order to deliberate on the following agenda:
u Approval of the management report and summary statements for the financial year ended December 31, 2023;
u Reading of the general report of the Statutory Auditors on the corporate accounts for the financial year ending December 31, 2023;
u Reading of the special report of the Statutory Auditors concerning the 2023 financial year on the agreements covered by Article 56 et seq. of Law 17-95 relating to public limited companies as amended by Law 20-05 and Law 78-12;
u Audit report of the Statutory Auditors of the consolidated accounts;
u Approval of the consolidated accounts for the financial year ending December 31, 2023;
u Approval of the agreements covered by the special report of the Statutory Auditors; u Allocation of results;
u End of the mandate as director of Mr. Roch de BOLLARDIÈRE;
u Renewal of the mandate of MULTITEC NV as administrator;
u Renewal of the mandate of Mr. Samir AGOUMI as independent director; u Renewal of the mandate of Mr. Rachid BELKAHIA as independent director;
u Renewal of the mandate of Mr. Karim BENJELLOUN as independent director; u Setting attendance fees allocated to the Board of Directors;
u Powers for formalities.
To take part in this Meeting:
Owners of bearer sharesmust deposit or send to the head office, 5 days before the meeting, a certificate of ownership and blocking issued by the bank or by the authorized financial intermediary depository of the securities.
Holders of registered sharesmust have been previously registered in an account, either in pure registered form or in administered registered form, before June 19, 2024, at the latest. They will be admitted to this meeting upon simple proof of their identity.
Any shareholder can vote by correspondence or by proxy using a form available on the website of Société Immobilière Balima at the following address: www.balima.comand this in accordance with law 17-95 as amended and supplemented.
It should be remembered, in this regard, that the summary statements for the 2023 financial year accompanied by the reports of the Statutory Auditors are available on the website of Société Immobilière Balima at the following address: www.balima.com
VERY IMPORTANT
Share holders who have not yet registered their securities in an account are invited to deposit them with Société Immobilière BALIMA as soon as possible in order to benefit from the rights attached to the securities.
Any request to include draft resolutions on the agenda must be sent to the company’s head office by registered letter with acknowledgment of receipt within ten days of publication of the notice of meeting.
Board of directors
GENERAL ORDINARY ASSEMBLY
JUNE 24, 2024
DRAFT RESOLUTIONS
FIRST RESOLUTION: APPROVAL OF THE MANAGEMENT REPORT AND SUMMARY STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023
The General Meeting, after having heard the management report and the general report of the Statutory Auditors relating to the financial year ended December 31, 2023, approves, in their entirety, the operations, the corporate accounts and the summary statements of this financial year, as well as the management report.
Consequently, it gives full, final and unreserved discharge to the Board of Directors for the execution of its mandate for the 2023 financial year.
SECOND RESOLUTION: APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2023
The General Meeting approves, as necessary, the consolidated accounts relating to the financial year ending December 31, 2023, as presented to it.
THIRD RESOLUTION: ALLOCATION OF RESULTS
The General Meeting approves the allocation of results proposed by the Board of Directors:
| Profit of the year 2023 | 9,970,860.00 DH | |
| To the 1,744,000 shares making up the share capital, one | (-) | 872,000.00 DH |
| first statutory dividend of 0.50 DH per share, | ||
| Add the previous retained earnings, | (+) | 45,002,083.90 DH |
| Or an available balance of: | 54,100,943.90 DH | |
| For the 1,744,000 shares, an ordinary dividend of 5.00 | (-) | 8,720,000.00 DH |
| DH per share, | ||
| Or a balance for retained earnings of: | 45,380,943.90 DH |
The dividend per share will therefore amount to 5.50 DH, against delivery of coupon no. 70, the payment date of which is set for Thursday July 19. The total dividend distribution for the 2023 financial year amounts to 9,592,000 DH.
FOURTH RESOLUTION: APPROVAL OF THE AGREEMENTS COVERED IN THE SPECIAL REPORT OF THE AUDITORS
The General Meeting, after having heard the special report of the Statutory Auditors on the agreements referred to in Article 56 of Law No. 17-95 relating to public limited companies amended and supplemented by Law No. 20-05, the Law No. 78-12 and Law No. 20-19, approves all of the operations and agreements referred to in this report.
FIFTH RESOLUTION: END OF AN ADMINISTRATOR’S MANDATE
The General Meeting takes note of the end of the mandate of Mr. Roch as director of
BOLLARDIERE at the end of this meeting and gives him full and definitive discharge of his management for the expired mandate.
SIXTH RESOLUTION: RENEWAL OF THE MANDATE OF AN ADMINISTRATOR
The General Meeting takes note of the end of the mandate of director of the company MULTITEC ELECTRONICS NV at the end of this meeting and gives it full and definitive discharge of its management for the expired mandate.
The General Meeting decides to renew the mandate of the company MULTITEC ELECTRONICS NV as director for a period of six years which will end at the end of the Ordinary General Meeting called to approve the accounts for the closed financial year. on December 31, 2029.
SEVENTH RESOLUTION: RENEWAL OF THE MANDATE OF AN INDEPENDENT DIRECTORThe General Meeting takes note of the end of the mandate as director of Mr. Samir AGOUMI
- the outcome of this meeting and gives him complete and definitive discharge of his management for his mandate. The General Meeting decides to renew the mandate of Mr. Samir AGOUMI as independent director for a period of three years which will end at the end of the Ordinary General Meeting called to approve the accounts for the financial year. closed on December 31, 2026.
EIGHTH RESOLUTION: RENEWAL OF THE MANDATE OF AN INDEPENDENT DIRECTORThe General Meeting takes note of the end of the mandate as director of Mr. Rachid BELKAHIA
- the outcome of this meeting and gives him complete and definitive discharge of his management for his mandate. The General Meeting decides to renew the mandate of Mr Rachid BELKAHIA as director for a period of three years which will end at the end of the Ordinary General Meeting called to approve the accounts for the financial year ending on 31 December 2026.
NINTH RESOLUTION: RENEWAL OF THE MANDATE OF AN INDEPENDENT DIRECTORThe General Meeting takes note of the end of the mandate as director of Mr. Karim BENJELLOUN
- the outcome of this meeting and gives him complete and definitive discharge of his management for his mandate. The General Meeting decides to renew the mandate of Mr. Karim BENJELLOUN as director for a period of three years which will end at the end of the Ordinary General Meeting called to rule on the accounts for the financial year ending on 31 December 2026.
TENTH RESOLUTION: SETTING THE ATTENDANCE TOENS ALLOCATED TO THE BOARD OF DIRECTORS:
The General Meeting sets at the sum of 1,500,000.00 DH (ONE MILLION FIVE HUNDRED THOUSAND DIRHAMS) the amount of attendance fees allocated to the Board of Directors for the financial year ending December 31, 2023.
ELEVENTH RESOLUTION: POWERS FOR FORMALITIES
The General Meeting grants full powers to the bearer of a copy or extract hereof in order to complete the legal formalities.
