General Decision of the Financial Markets Council No. 18 of June 21, 2012

1 General Decision of the Financial Markets Council No. 18 of June 21, 2012 regarding modifications in the life of a portfolio management company for third-party accounts and related information obligations The Council of the Financial Markets College, Having regard to Law No. 94-117 of November 14, 1994, reorganizing the financial market as amended and supplemented by subsequent texts, particularly its Articles 28, 31, and 48, Having regard to the Collective Investment Scheme Code promulgated by Law No. 2001-83 of July 24, 2001, as amended and supplemented by subsequent texts, Having regard to Law No. 2005-96 of October 18, 2005, strengthening the security of financial relations, particularly its Article 20, Having regard to the Minister of Finance Order of April 29, 2010, approving the Financial Markets Council Regulation on collective investment schemes in securities and portfolio management for third-party accounts, as amended and supplemented by the Minister of Finance Order of February 15, 2013, particularly its Article 145, Decides:

I - Modifications subject to approval occurring in the life of a management company and related information obligations Article 1: The following modifications occurring in the life of a management company require the re-examination of the granted approval and the obtaining of an approval regarding the envisaged modification:

• Addition of a management activity not described in the initial approval file,
• Any direct or indirect acquisition of a proportion of the capital of a management company by one or more persons resulting in control of that company,
• Any merger or demerger operation between management companies,
• Change of one of the directors of the management company referred to in Article 148 of the Financial Markets Council Regulation on collective investment schemes in securities and portfolio management for third-party accounts,
• Addition of a branch office,
• Delegation of administrative or accounting management,
• Resumption of a delegated administrative or accounting management activity,
• Transfer to new premises of all or part of the activities.

Article 2: Modifications subject to approval must be submitted as a file, addressed to the Financial Markets Council, comprising:

• an updated approval file of a management company,
• supporting documents and any other document that the management company deems necessary,
• the project(s) of information press release to shareholders and the public,
• documents from deliberative bodies, where applicable. The Financial Markets Council may request any supplementary document or information.

Article 3: Projected modifications may only take effect after obtaining the approval of the Financial Markets Council. This approval constitutes agreement on the information press release project referred to in Article 2 of this decision. The information must explicitly state whether the effective date is immediate or deferred. Immediate implementation means three business days after the actual dissemination of the information press release to shareholders and the public.

Article 4: The modifications provided for in Article 1 of this decision are immediately brought to the attention of statutory auditors and are subject to information for shareholders and the public according to the procedures set forth in the table attached as an annex to this decision.

II - Modifications not subject to approval occurring in the life of a management company and related information obligations Article 5: The following modifications occurring in the life of a management company do not affect the previously granted approval but require notification to the Financial Markets Council:

• change of company name,
• change of contact details,
• amendment of the articles of association,
• modification of direct or indirect shareholding that does not affect control of the company,
• change of financial managers or management executives,
• any change regarding resources, organization, and internal control.

Article 6: Modifications subject to notification to the Financial Markets Council must, where applicable, be submitted via letter and/or information press release according to the procedures set forth in the table attached as an annex to this decision.

Article 7: Management companies must ensure the effective dissemination of information intended for shareholders and the public before the effective date of the changes they announce.

Article 8: Any modification not listed in this decision must be previously brought to the attention of the Financial Markets Council. The latter determines the appropriate processing method as well as the public information medium. Approved by the Council of the Financial Markets College Minister of Finance President Elyès FAKHFAKH Salah ESSAYEL

Modifications	Subject to prior approval by the Financial Markets Council	Subject to immediate notification to the Financial Markets Council	Information Procedures
PERIMETER OF ACTIVITY OF THE PORTFOLIO MANAGEMENT COMPANY
Addition of a management activity not described in the initial approval file	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Any direct or indirect acquisition of a proportion of the capital of a portfolio management company for third-party accounts by one or more persons resulting in control of that company	X		Notification by letter to the Financial Markets Council and publication in the official bulletin of the Financial Markets Council
Any merger or demerger operation between management companies managing portfolio securities for third-party accounts	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Change of one of the directors of the management company	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Addition of a branch office	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Delegation of administrative or accounting management	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Resumption of a delegated administrative or accounting management activity	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
IDENTIFICATION OF THE PORTFOLIO MANAGEMENT COMPANY
Change of company name		X	Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Transfer to new premises of all or part of the activities	X		Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
Change of contact details		X	Notification by letter to the Financial Markets Council and publication in the official bulletin of the Financial Markets Council
CAPITAL STRUCTURE OF THE PORTFOLIO MANAGEMENT COMPANY
Modification of direct or indirect shareholding that does not affect control of the company	X if change in direct or indirect control of the management company	X	Press release published in a daily newspaper and in the official bulletin of the Financial Markets Council
HUMAN AND TECHNICAL RESOURCES OF THE PORTFOLIO MANAGEMENT COMPANY
Change of financial managers or management executives	X		Notification by letter to the Financial Markets Council
Any change regarding resources, organization, and internal control	X		Notification by letter to the Financial Markets Council