ATTIJARIWAFA BANK EUROPELiquidiert

ATTIJARIWAFA BANK EUROPE

Dortmund

Jahresabschluss zum Geschäftsjahr vom 01.01.2019 bis zum 31.12.2019

CONTENTS

I. HIGHLIGHTS OF THE YEAR

II. KEY DATA

III. PLANNED ALLOCATION OF NET INCOME

IV. MISCELLANEOUS

V. PROPECTS

VI. SCHEDULE OF EARNINGS IN THE PAST FIVE YEARS

VII. APPENDIX: LIST OF CORPORATE OFFICERS

VIII. BUSINESS RISK

IX. EVENTS FOLLOWING YEAR-END

X. RESEARCH AND DEVELOPMENT

XI. DISTRIBUTION OF DIVIDENDS

I. ATTIJARIWAFA BANK EUROPE - SIGNIFICANT EVENTS IN 2019

For 2019, Attijariwafa bank Europe's main focus was to put forward several directions for development in order to reach strategic objectives in the retail and Corporate banking markets.

Please find below some of the significant events of 2019:

Customer service actions:

Attijariwafa bank Europe offers innovative solutions in order to meet the expectations of its customers. This approach is also part of a desire to expand its array of products and services in line with its target markets and with the consumption habits of its customers. So as to complement its offer of products and services available in its French branches, Attijariwafa bank Europe made a partnership with Matmut, a major mutual insurance company in the French insurance market.

Digital innovations:

Attijariwafa bank Europe is redesigning its Italian institutional website following the example of France and Belgium, in order to offer better services to customers, and assist and guide them with their banking procedures. It is more intuitive, user-friendly and informative, and adjusts to the new consumption habit trend of its customers with simplified customer experience and browsing, enhanced and additional content, structured and detailed forms and FAQ.

Attijariwafa bank Europe is redesigning its branch model to better serve its customers, especially through the modernisation of internal spaces, the implementation of an efficient customer experience to optimize the flow of customers (interactive terminal that directs customers to 3 zones: Bank counter, Advice space and Express space, according to their needs), the implementation of self-service banking, and finally through the reinforced safety of persons and property, with the installation of a controlled intermediate space to filter access.

Regulatory system:

"Compliance" program: Following the recommendations of the regulatory organisations (ACPR, DNB, Bank of Italy), in June 2019, with the crucial support of the Group, Attijariwafa bank Europe initiated a wide-scale compliance program for its activities. The objective of this scheme is to formalize all observations expressed by the supervisory authorities during their inspections, to comply with the regulatory requirements in terms of AML-CTF (anti-money laundering/combating the financing of terrorism) and to set up the complete base of devices allowing the bank to ensure compliance sustainability. The "Compliance" program covers the Bank's main activities (Retail Banking, Trade & Correspondent Banking, Relay Activity) and involves all the functional departments (Compliance, HR, IS, Organisation, etc.). It also involves the management and teams of the parent company and the European subsidiary, which are supported by renowned law firms and consulting firms in France and in the countries where the subsidiaries operate.

The bank has decided to plan training courses given by various renowned organisations in order to provide all employees with a single, common training course on AML/CTF.

Permanent risk monitoring will involve a project to improve the commitment approval process via a decisionmaking work flow in the IT tool "CRI: Credit Report Investigation" which complies with decision-making limits for each type of approval.

General activity:

The business dedicated to Moroccan people living abroad did not recover in 2019, but a change in pricing following the execution of a new marketing agreement with the parent company allowed for a "soft landing". The DIBE business did not meet the expectations of the strategic plan and suffered further decline over the year. However, it continues to improve its cash position.

Regarding the financial status of the Moroccan parent company, the accounts for 2019 were impacted by the amendment of the agreement in terms of re-invoicing of the cash collateral cost (€2.8M) and the implementation of a fixed-price representation fee (€4M) via the marketing agreement.

Organisational Change:

Mrs. BENABDALLAH Abla has been appointed Marketing and Communication Director Europe.

Mr. RGHIGHA Nasrdine has been appointed Human Resources Director Europe.

II. KEY DATA

Assets as at 31 December 2019

• Application of funds 2019/2018

In 2019, total receivables outstanding owed by credit institutions amounted to €401M, compared to €492M in 2018, showing a decrease of approximately €91M. Compared to 2018, we note a significant decrease in ordinary overdrawn accounts over the first semester.

NOSTRO's accounts receivable remain stable with a slight increase of €5M, in contrast to LORI accounts, which fell by €84M.

This is due to the following points:

In addition, GTF receivables are down on the CREDOC portion with - €93M compared to data at the end of 2018.

Regarding employment, the change is due to the resumption of financial loans, while the export credit portion is stable.

• Allocation of accounts receivable based on residual time, excluding accrued interest and doubtful accounts

• Investment portfolio

As of 31 December 2019, the portfolio of investment securities was made up of 8 securities in Euro for a total value of €49M and 7 securities in dollar were bought up to €20M.

In 2019, 3 securities were acquired: 2 in France of €25M and 1 Portuguese security in Belgium for €4M.

As of 30 September 2019 a Finnish republic security matured.

This results from the bank's intention of investing in the long run (until expiry) part of the structural cash asset surplus.

^* Fixed-interest securities backed by a hedging instrument.
^** The par value of shares as at 31.12.2018 will be converted at the closing rate as at 31.12.2019 and at the closing rate of 31.12.2019 for the other columns.

Liabilities as at 31 December 2019

• Allocation of ressources 2019/2018

Clients' resources represent 47 % of refinancing versus 45 % in 2018.

As at the end of 2019, the remunerated portion of these resources was 28 % as in the previous year.

• Distribution of debts on residual time

NB: Deposits from clients and credit institutions, though of unfixed term, were classified as demand debits.

Off-balance sheet as at 31 December 2019

Income statement as at 31 December 2019

Net banking income

The net banking income was €46,429K versus €49,819K in 2018, showing a decrease 7 %.

The contribution of the various entities in the net banking earnings of AWBE:

The net banking income is as follows:

Overall operating costs

Operating costs amounted to €47,857K and are distributed as follows:

These figures remain stable between 2019 and 2018 and are in line with the cost control plan.

These expenses break down by geographical area between France and the 5 branches as follows:

III. PROFIT ALLOCATION PLAN

The negative result for 2019 - i.e. €4,935,987.04 - will be allocated in full to retained earnings, which will make it negative and bring it to -€1,597,786.77.

IV. MISCELLANEOUS

In compliance with Sections L. 441-6-1 and D. 441-4 of the French Commercial law, AWBE presents the following information on payment deadlines for accounts payable. Bank transactions and related transactions are not included in information on payment deadlines.

Time of payments to suppliers:

Massive expenditure: no massive expenditure was incurred in 2019.

In consideration of the provisions of Section L.225-102-1 French Commercial Code, which stipulate that the annual report should mention agreements directly or indirectly made between the general manager, one of the directors, or one of the shareholders having a fraction of the votes higher than 10 % in a company, on the one hand, and another company in which it directly or indirectly holds more than 50 % of the capital, on the other hand: no agreements meet these conditions for 2019.

V. Prospects for 2020

The 2020 prospects are detailed in the post-closing events section.

VI. SCHEDULE OF PROFIT OR LOSS IN THE PAST FIVE YEARS

ATTIJARIWAFA BANK EUROPE DATA FOR THE PAST FINANCIAL YEARS

(In K Euros)

(1) As of 31 December 2019, the capital is made of 2,332,009 shares of a unit nominal amount of 20 euros, for a total sum of 46,640 K€.

VII. APPENDIX/ List of corporate officers of AWBE and their titles

VIII. Business risk year-end on 31.12.2019

The bank activity of AWBE does not present any significant risks, exception the risks with Retail banking. However, the bank's corporate activity consumes a great deal of equity capital.

• The solvency ratio, corresponding to a company's ability to repay its debts, was at 13.74 % at the end of 2019 for a regulatory minimum of 12 %:

• Liquidity:

• The leverage ratio was 4.36 % at the end of 2019 for a regulatory minimum of 3 %.

IX. Events following year-end on 31.12.2019

Following the inspections conducted in France and Italy by regulating entities, whose findings were announced in the second half of 2019, ongoing proceedings continued - consequences are not yet known at this stage.

This report is based on the information available for the closing of the accounts, in an evolving context of health crisis linked to COVID-19, which should have a marked negative impact on the economy due in particular to the effect of lockdown measures on consumption and mistrust of economic agents.

To date, the implementation of the Emergency and Business Continuity Plan (PUPA), allows Attijariwafa Bank Europe to continue its operations.

Attijariwafa Bank Europe anticipated an improved production growth both at the level of transfers and at the international level.

The global health crisis will have an impact on the economic prospects. The financial and regulatory situation will be closely monitored in this context of uncertainty.

In order to address this issue, the bank is working on the implementation of certain short-term actions (pricing, products, etc.) but also on a complete review of its strategy for the coming years.

For 2020, Attijariwafa Bank Europe will follow several directions for development based both on the strategy of the group and on regulatory changes.

However, through a comfort letter issued at the beginning of 2020, the group remains a strong support for the European subsidiary.

X. Research and development as at 31.12.2019

None

XI. Distribution of dividends

No dividends were distributed for the past three years.