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2013ANNUAL REPORT

www.samir.ma

His Majesty King Mohammed VI May God Glorify Him

33. STRATEGY AND DEVELOPMENTMAINTENANCE AND RENEWAL PROJECTS34STRATEGIC PLAN35DEVELOPMENT PERSPECTIVES35INFORMATION SYSTEM36

43. FINANCIAL RESULTSACCOUNTS ANALYSIS44FINANCIAL STATEMENTS46

39. SUBSIDIARIES RESULTS

53. RESOLUTIONS OF THE ORDINARY GENERAL MEETING

CONTENT

23. SAMIR ACTIVITIESCRUDE OIL SUPPLY24FEEDSTOCK IMPORT24SUPPLY COST24REFINING25LOCAL SALES26PRODUCTS EXPORT26OPERATIONAL EXCELLENCE27SAFETY & SECURITY27ENVIRONMENT28HUMAN RESOURCES28COMMUNICATION29FINANCING OPERATIONS30

15. ECONOMIC ENVIRONMENTINTERNATIONAL CONTEXT16GLOBAL OIL MARKET OVERVIEW18NATIONAL CONTEXT19NATIONAL OIL MARKET OVERVIEW20NATIONAL MONEY MARKET20

9. A WORD FROM THE GENERAL MANAGER

10. SAMIR PROFILE

11. BOARD OF DIRECTORS

12. MANAGEMENT COMMITTEE

13. SAMIR GROUP

Sheikh Mohamed Hussein AL-AMOUDIBoard of Director’s Chairman

Jamal Mohamed BA-AMER

A WORD FROM THE GENERAL MANAGER

In 2013, we continued the implementation of our strategy in a difficult economic environment. The growth rate of the world economy for 2013 is estimated at 2.4 % slightly lower than that achieved in 2012 of 2.5%.

The 2013 Brent price averaged $108.7 per barrel compared to $111.7 per barrel in 2012. The Brent complex margins averaged +4.0$ per barrel compared to +6.8$ per barrel last year, while those in Mediterranean region averaged +2.0$ per barrel compared to +4.2$ per barrel in 2012.

Our contribution to the national GDP in 2013 was about 5%, with a turnover of 49.1 billion dirhams. Our local market share remained at 50%, due to the Intensive imports of finished products by local distributors, driven by modest economic growth in the euro area. This was offset by an increase in our exports of 34% from last year volume.

Our downstream integration plan has achieved its goals for the year 2013. Our SDCC distribution subsidiary has achieved a major breakthrough in the development of its network of stations and launched its distribution of lubricating oils with success.

We are developing our growth drivers, working on two axes: setting up our own distribution network and the development of our infrastructure and our logistics by building new pipelines and regional storage depots.

We work over the long term through studies of techno-economic feasibility for the integration of the petrochemical industry, the manufacture of lubricants G3, converting our vacuum residuum and the introduction of LNG for refinery internal consumption.

We are aware that the qualifications and experience of our human capital is our assets for the success of our projects, we save no effort on their development plans and tailored training.


CORPORATE NAME

WEB SITE

CREATION DATE

COMPANY STATUS

MAIN SHAREHOLDERS

CAPITAL SHARE

ACTIVITIES

PRODUCTS

REFINING CAPACITY

CONFIGURATION

NELSON COMPLEXITY INDEX

INSTALLED POWER

STORAGE CAPACITY

« Société Anonyme Marocaine de l’Industrie du Raffinage » (SAMIR)

www.samir.ma

1959

Joint Stock Company (Casablanca Stock Exchange)

Corral Morocco Holding (67,27%)

1 189 966 500 MAD

Crude Oil Refining Base Oils & BitumenSupply & TradingLogistics & Distribution

PropaneButaneNaphthaUnleaded GasolineJetGasoil 50 ppm sulphurFuel OilBase OilsBitumenWaxesLiquid Sulphur

10 million tons/year

Complex refinery with Lube Complex

12,8

40 MW

2 million cubic meters

SAMIR / ANNUAL REPORT 2013

11

BOARD OF DIRECTORS

CHAIRMAN

BOARD MEMBERS

Sheikh Mohamed Hussein AL-AMOUDI

Bassam ABURDENE

Jason T. MILAZZO

Lars NELSON


Mohamed Hassan BENSALAH

George SALEM


M. Jamal Mohamed BA-AMER GENERAL MANAGER

M. M. GHAYATE RESOURCES POLE

M. A. M’HAIDRA REFINING POLE

M. A. HARNOUCH FINANCE &

ACCOUNTING POLE

M. A. CHAkIB DEVELOPMENT POLE

M. A. AL JUSHA’AHPLANNING, SUPPLY & MARkETING POLE

MANAGEMENT COMMITTEE

13

DISTRIBUTIONTRAINING

100%

TRANSPORT, LOGISTICS

& STORAGE

100%

60%

LPG

50%

38,45%

REFINING

100%

MOHAMMEDIAREFINERY

SIDI kACEM SITE

100%

100%

50%

SAMIR GROUP

2013ANNUAL REPORT

ECONOMICENVIRONMENT


ECONOMIC ENVIRONMENT

INTERNATIONAL CONTEXT

After several years of low growth, 2013 is characterized by the recovery in developed economies, which will undoubtedly contribute to the acceleration of global GDP growth. Economic analysts forecasts of the World Bank projects growth of 2.4 percent in 2013, 3.2 percent in 2014 and 3.4 percent in 2015. Developed countries will move from 1.3 percent achieved in 2013 to 2.2 percent in 2014 and 2.4 in 2015.

GDP growth in developing countries will be about 2.2 percentage points lower

than it was during the pre - crisis period.

This resumption of growth will mark a significant turning point in relation to years where only developing countries in the global economy pulled up and will boost their exports. This should compensate for the tightening of global financial conditions imposed by the monetary policies of high-income economies.

The activity in developing countries has evolved since the middle of 2013, supported by stronger demand in developed countries and a policy-induced recovery in China. These positive developments were partially offset by tightened financial conditions and reduced capital flows due to the rise in long-term interest rates in the United States in response to the expectations of gradual withdrawal of quantitative easing.

Since mid- 2013, demand from developed countries to developing countries has increased, offsetting the reduction in capital flows imposed by the increase in interest rates in the long term in the United USA.

Indeed, GDP growth in developing countries will be about 2.2 percentage points lower than it was during the pre - crisis period to 4.8 per cent in 2013 to 5.3 per cent in 2014 and 5.5 per cent in 2015.

17


REAL GDP GROWTH 2012 2013P 2014P 2015P

Global 2.5 2.4 3.2 3.4

Developed countries 1.5 1.3 2.2 2.4OCDE Countries 1.4 1.2 2.1 2.2Zone Euro -0.6 -0.4 1.1 1.4Japan 1.9 1.7 1.4 1.2United States 2.7 1.8 2.8 2.9Non-OCDE Countries 3.5 2.5 3.3 3.7

Developing countries 4.8 4.8 5.3 5.5

East Asia and Pacific 7.4 7.2 7.2 7.1China 7.7 7.7 7.7 7.5Indonesia 6.2 5.6 5.3 5.5Thailand 6.5 3.2 4.5 5.0

Europe and Central Asia 2.0 3.4 3.5 3.7Kazakhstan 5.0 6.0 5.8 5.9Turkey 2.2 4.3 3.5 3.9Romania 0.7 2.5 2.5 2.7

Latin America et Caribbean 2.6 2.5 2.9 3.2Brazil 0.9 2.2 2.4 2.7Mexico 3.8 1.4 3.4 3.8Argentine 1.9 5.0 2.8 2.5

Middle East and North Africa 1.5 -0.1 2.8 3.3Egypt 2.3 2.0 2.2 3.1Iran -2.9 -1.5 1.0 1.8Algeria 3.3 2.8 3.3 3.5

South Asia 4.2 4.6 5.7 6.3India 5.0 4.8 6.2 6.6Pakistan 4.4 3.6 3.4 4.1Bangladesh 6.2 6.0 5.7 6.1

Sub-Saharan Africa 3.5 4.7 5.3 5.4South Africa 2.5 1.9 2.7 3.4Nigeria 6.6 6.7 6.7 6.8Angola 5.2 5.1 8.0 7.3

Source : World Bank.


Oil Price

In 2013, Oil demand was showing some signs of recovery after two years of near stagnation. Furthermore, oil demand growth in industrialized countries was reflecting wide change in the global economy as it rebalanced after the great recession.

In the supply side, oil market tightness, coupled with cold weather in winter and OPEC production decrease which was down by 810 kbpd, helped to support prices above 100 $/bbl in the first half of 2013.

Dated Brent breached nine-month highs at 119 $/bbl in February before stabilization in the second quarter. During this period, concerns about weaker than expected demand prospects pushed dated Brent to fall below 100, 0 $/bbl level for the first time in nine-month. But then, the oil market had shown a sustainability period as prices were oscillating in 100-105 $/bbl. range.

In the summer season period; the supply was hit by geopolitical issues which put further upward pressure on prices, rising to a six-month high of 117,12 $/bbl in early September.

Globally in 2013, Brent price averaged 108.7 $/bbl. compared to 111.7 $/bbl. in 2012.

Refining Margin

In 2013, complex refining margins were lower than 2012. They were squeezed by rising surpluses in the European local markets pushing oil products suppliers to increase discounts.

So compared to last year the main oil products lost more than 1.5 $/bbl. Thus, HS fuel oil margin lost 2.7 $/bbl while diesel 10ppm lost 2.5 $/bbl and other products (Naphtha, Jet and Gasoline) losses was in 1.5$ to 2.0$/bbl. range.

Globally, the Brent complex margins averaged 4 $/bbl. compared to 6.8 $/bbl. last year in the same period, while those in Mediterranean region averaged +2 /bbl. compared to +4.2 $/bbl. in 2012.

Urals Mediterranean (Complex Refinery)

Urals Mediterranean (Simple Refinery)

GLOBAL OIL MARkET OVERVIEW


Jan

120,0

$/b

bl

115,0

110,0

105,0

100,0

95,0

Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

01 02 03 04 05 06 07 08 09 10 11 12

12

10

8

6

4

2

0

-2

-4

-6

2012 2013

01 02 03 04 05 06 07 08 09 10 11 12

12

10

8

6

4

2

0

-2

-4

-6

2012 2013

Source : Thomson Reuters.

19

NATIONAL CONTEXT

IMF welcomes performances by Morocco in 2013 despite adverse global environment. A GDP growth stands at 5%, foreign assets of about 4 months of imports and inflation close to 2%. All indicators demonstrate the resilience of the national economy.

The IMF predicts a growth rate for next year by 4% against 4.2 % expected by the 2014 budget. In addition, it considers that the forecast budget deficit to 4.9 % of GDP is realistic. If, however, the prospects for improved international environment are confirmed and in particular, the situation in the euro zone to which Morocco is pegged to.

The reduction of the budget deficit should benefit investment in economic infrastructure and ensure stronger growth likely to develop job creation.

HCP confirms the positive trend of the national economy in 2013, posting an estimated 4.5% growth. This performance is attributed particularly to the consolidation of agricultural activities. Non-agricultural activities would, by cons, remain sluggish compared to 2012.

Global demand in Morocco is strengthened by 2.1%. These are in particular, exports of capital goods and food products that have benefited the most favorable orientation of this application. Conversely external sales of phosphates and its derivatives have continued to suffer from the contraction of demand addressed to them and reflux of their prices on the world market.

Household consumption would progress by 3.9%, benefiting from a rebound in 15% of foreign earnings and an easing of consumer prices.

Agricultural added value would have strengthened 18.9% instead of -8.9% a year earlier.

The growth of non-agricultural activities would reach 2.4% instead of 4.7% achieved last year.

As for construction, production would have been weakened by the decline in real estate loans, granted to individuals as well as property developers. The added value of the sector has contracted by 1.9%.

The activity of processing industries would remain below its potential level, with growth of 1.2%. This increase was attributable to a 3.2% growth of the food industry. In contrast, leather and textile industries and those building materials have fallen slightly.

Meanwhile, the dynamics recorded by chemistry at the beginning of the year would breathe in the wake of declining the request to phosphate fertilizers.

Tourism added value would have continued its recovery, achieving an estimated 4% growth.

Overall and considering all the indicators collected, the national economic growth would be located around 4.5% against 2.9% recorded a year earlier.


NATIONAL OIL MARkET OVERVIEW

Global domestic market ending December 2013 has decreased by 3% compared to the previous year, from 10 659 KT vs. 10 349 KT.

The LPG and the jet A1 markets showed a growth of 2% and 12% respectively, whereas some other products’ market witnessed a slight decline compared to 2012, such as fuel oil, lubes and bitumen with variations of -15%, -9% and - 8%.

NATIONAL MONEY MARkET


000 T 2012 2013 Variation

LPG 1 866 1 900 2%

Gasoline 557 558 -

Jet A1 521 584 12%

Gasoil 4 647 4 660 -

Fuel-oil 2 636 2 250 -15%

Lubes 88 80 -9%

Waxes 10 10 -

Bitumen 334 307 -8%

Total 10 659 10 349 -3%

National Oil Market

According to November 2013 Data of Bank Al Maghrib, money and credit aggregates showed a slight acceleration while keeping the monetary gap at a negative level.

In fact, the monetary aggregate increased by 6.1% in the third quarter compared to 5.8% of the second quarter, while bank credit recorded an annual increase of 3.1% versus 2.6% of the third quarter.

The borrowing rate increased by 21 points at weighted average rate of 6.3%, following the increase of the rate applied on cash credits, and to a lesser extent the equipment credit.

Concerning the changing rate of DH, it appreciated in the third quarter by 0.98% at a nominal term and by 1.31% at a real term compared to the previous quarter. This result is due to the superior national inflation rate compared to major partner countries and competitors.

2013

SAMIR ACTIVITIES

ANNUAL REPORT


SAMIR ACTIVITIES

CRUDE OIL SUPPLY

FEEDSTOCk IMPORT

SUPPLY COST

In 2013, SAMIR crude oil supply increased by 8%, from 39 to 42 Million of barrels.

The supply strategy was more driven by a combination of factors, namely: • Processing optimization,

During the year 2013, the company imported a global volume of feed stock and blend stock of 1 651 KT compared to 2 005 KT of the previous year.

The decrease of 18% is mainly due to the decrease SR fuel import to be in line with the lifting limitations in the first half of the year.

Crude oil weighted average price reached in, 2013, 106.97 $/bbl. compared to 112.22 $/bbl. of last year, representing a gap of 5.25$/bbl.

• Crude stock strategy, • Cash flow management.

The measures initiated in 2012 to rebalance term and spot crude oil continued in 2013 as term contract was highly impacted by the OPEC supply strategy.

2012 2013

kT 000 bbl % kT 000 bbl % Gap

Arabian Light 2 532 18 581 47% 2 656 19 448 46% -1%

Kirkuk 795 5 777 15% 319 2 301 5% -10%

Ural 1 130 8 169 21% 1 064 7 691 18% -3%

Basra light 709 5 069 13% 1 526 10 916 26% +13%

Other Crudes 208 1 506 4% 254 1 831 5% +1%

Total 5 374 39 102 100% 5 819 42 187 100% +8%


LCO 623 740 19%

MTBE & Butane 18 18 -

VGO 516 483 -6%

SRFO 816 410 -50%

HSGO 32 - -

Total 2 005 1 651 -18%

SAMIR ACTIVITIeS

25

In 2013, the global processing of the units reached 7.1 million tons, representing a decrease of 6% compared to the previous year.

Crude oil processing was unchanged compared to 2012, reaching 5.5 million tons, while the remaining processing was of 1.6 million tons.

This refining strategy was developed according to prevailing economic conditions.

REFINING

During the year 2013, the company’s local sales reached 5 440 KT as opposed to 6 132 KT recorded in the previous year, which represents a decrease of 11%.

This result was mainly due to the decrease of some products’ sales mainly the LPG by 15%, the gasoline by 3%, the gasoil by 8% because of the increase of the importations carried out by some distributors.

Similarly, the fuel oil and the bitumen sales witnessed a sharp decrease with a variation of -20% and -33% compared to the previous year in line with the national demand decrease.

Nevertheless, the Jet A1 market grew by 24% compared to 2012 following the reduction of some distributors’ importations such as stipulated by the Gentleman agreement concluded with SAMIR.

LOCAL SALES


Arabian Light 2 699 2 654 -2%

Kirkuk 866 389 -55%

Ural 1 052 1 031 -2%

B. Light 706 1 206 71%

Feedstock 2 032 1 577 -22%

Other brut 214 259 21%

Total 7 569 7 116 -6%000 T 2012 2013 Variation

LPG 114 96 -15%

Gasoline 398 388 -3%

Jet A1 452 560 24%

Gasoil 2 352 2 161 -8%

Fuel Oil 2 419 1 930 -20%

Lubes 65 63 -3%

Waxe 1 1 -

Bitumen 269 181 -33%

Sulphur 62 60 -3%

Total 6 132 5 440 -11%

In 2013, 1.32 million tons of products were exported, recording 34% increase compared to the year before.

Naphtha and Jet fuel are still the principal products of the export market accounting for 75% of the global export.

The company has developed jet export strategy over the past period, increasing yields and adopting jet mode operation to respond to export agreement while maximizing refining profitability.

The export of Naphtha and Jet fuel achievement were respectively 16% and 22% higher than last year.

In order to achieve operational excellence, the company conducted a study to assess its performances and bring the appropriate improvements of the refining facilities operations.

The study revealed that energy represents 75% of SAMIR’s OPEX.

As such, an action plan, comprising 10 highly beneficial actions, was launched in order to improve SAMIR’s energetic performance.

During the year 2013, the mechanical availability of all the units was in conformity with the annual objective of 97.5%. The 12 rolling month mechanical availability reached 97.98%.

As part of the global cost optimization program, SAMIR continued negotiating more optimal purchasing contracts with existing suppliers and searching for new suppliers with more attractive conditions.

As a result, a cost saving of 40% was achieved in 15 of major contracts, from 191 MDH in 2012 to 113 MDH in 2013.

The year was also characterized by the optimization of the annual maintenance contracts costs.

PRODUCTS EXPORT

OPERATIONAL EXCELLENCE

SAMIR ACTIVITIES


Naphta 413 478 16%

Gasoline 5 2 -60%

Jet A1 422 514 22%

Gasoil 32 208 550%

Fuel Oil 48 70 46%

Lubes 38 4 -89%

Bitumen 26 40 58%

Global 984 1 316 34%


27

SAFETY & SECURITY

SAMIR is always working on the reinforcement of its safety and security fields through the introduction of the latest equipment related to these two disciplines. In fact, a significant budget is dedicated to these operations.

The lost workday injury frequency reached 2.14 for both SAMIR and contractors as opposed to a maximum acceptable rate of 3.

The main preventive actions carried out during the year were:

• Continual training of the personnel;

• Daily monitoring of the special works;

• Increasing people awareness of the importance of safety rules appliance;

• Safety audit to identify and eliminate safety risks.

Concerning the emergency preparedness, the emergency evacuation simulations inside the refinery were conducted on a periodic basis. These simulations involved both SAMIR and contractors staff. Besides, firemen team and operators auxiliaries carried out 12 emergency response simulations with participation of Mohammedia civil defense.

Given the importance of the safety field in the company, SAMIR has a Board Safety Committee which organizes quarterly meetings to ensure the follow up of the safety measures and provide recommendations. In 2013, the committee carried out three site surveys after which few recommendations were given.

Similarly, the Health and Safety Committee has organized four meetings according to the Moroccan regulations in place.

As part of the training programs organized by the company in an annual basis, 4 539 persons, including contractors, benefited from more than 6 000 training hours.

Gas Emissions

Concerning the gas emissions, the average values of gas emissions for the refinery were in conformity with the norms.

Wastewater Treatment

Based on the monitoring carried out during the year 2013, the quality of the discharge water was in compliance with the norms.

Solid waste management

As part of solid waste management, the company has improved the treatment and disposal of waste in accordance with the law 28-00 on waste management and disposal and the internal procedure for waste management.

ENVIRONMENT

Gas emissions 2013 SO2 (Torche UPG)

Jan. 13

Mar. 13

May 13

Jul. 1

3

Sep. 13

Nov. 13

2000

1600

1200

800

400

0

Limit valueSOS value

Jan. 13

Mar. 13

May 13

Jul. 1

3

Sep. 13

Nov. 13

10000

5000

0

Limit valueSOS value

Gas emissions 2013 SO2 (FGP, Huiles, Utilités )

In 2013, SAMIR undertook several HR actions, as part of its global HR strategy which aims at reinforcing professionalism and developing the staff skills to be able to keep up with both internal and external changes of the company.

These actions revolve around the following issues:

• Optimization of staff management;

• Development of skills;

• Reinforcement of social actions.

In order to improve the company’s performance, SAMIR set up a new organizational structure of all the entities according to the business plan 2012-2016 objectives.

Global staff decreased by 15% compared to the previous year from 1110 to 949.

In 2013, the company organized 73 training actions in favour of 957 participants, with a daily training average of 2.2 per agent. The global cost of this operation reached 5.2 million DH. Similarly, several training actions were organized for the new recruits made up of 30 engineers and 30 operators.

Besides, the company signed 2 partnership conventions to further consolidate its training actions:

• Counsellor firm “SFORHET” which will act as an interface between ACAFE and a refinery in Libya

• Hassan II University for the bachelor program of 25 agents.

HUMAN RESOURCES

SAMIR ACTIVITIES


29

Since the launching of ‘clean beaches operation’ in 1999 by Mohammed VI Foundation for the protection of the environment, SAMIR continued to support Mohammedia center and Manesman beaches. This year was characterized by the setup of “clean beaches radio” program which main goal was to convey messages about the protection of the environment and provide assistance and entertainment to vacationers.

The company also consolidated its partnership with Mohammed VI Foundation through its participation in its annual budget.

Similarly, the company took in charge the maintenance of « Park des villes jumelées » in Mohammedia.

It also supported the 7th World Congress of Environment Education organized by Mohammed VI Foundation.

For the development of the cultural and art activities in Mohammedia, SAMIR supported 2013 edition of festival flower organized by social, cultural and sporting activities association of Mohammedia, in partnership with local authorities of the city.

The company also supported smile morocco operation which was held in Al Hassani Hospital in Nador, the 2nd edition of international congress of analytic chemistry organized in Marrakech, “Don’t Touch my Kid” and “Hand in Hand for Blinds” associations, and the 2nd edition of the forum organized by industrial area association of Mohammedia under the theme “Eco-Citizen Approach”, besides some other events.

As for the sporting activities, the company renewed its partnership as major sponsor in the 19th edition of Golf Cup of Lalla Meryem, which took place in Agadir.

SAMIR has also consolidated its support to different clubs and sporting associations, notably, Club Chabab Mohammedia of Basket, Club sporting union of Sidi Kacem “football section”, 5th edition of the tennis tournament “ITF Women’s Circuit of 25 000$” organized by the Amicable cultural and sporting of Airports in Casablanca, the 4th international edition of 10 km of Marrakech.

As part of its social development plan, SAMIR continued to accompany the Royal initiative “One Million School Bags”. As such, the company proceeded with the distribution of 7 000 school bags and furniture to the first year primary pupils of Mohammedia and Sidi Kacem public schools.

It has also supported the 16th edition of the National Solidarity Campaign, under the theme “All united to help the poor”. This action is meant to combat poverty and exclusion.

Besides, the company continued its encouragement to brilliant students seeking, excellence, through its contribution in Academia Foundation which grants scholarships under the form of loans without interest to the most brilliant student belonging to poor families in order to continue their studies abroad.

COMMUNICATION


SAMIR Share Market

In December 31st 2013, SAMIR’s stock price closed at 266 DH, representing a decrease of 21% compared to the closing share price of the year 2012. The total traded SAMIR’s shares from the beginning of the year was about 443 847 shares which represents an average of 1 812 daily traded shares.

Buyback program

As part of the company’s measures to reduce the volatility of its own shares in the stock market, SAMIR renewed its buyback program in 2013 for a period of 18 months, with an inventory of 158 141 stocks.

Forex Exposure Analysis

By December 31st, 2013, SAMIR hedged 99.99% of the volume of crude oil and finished products imported, 70% of its exports and 100% of its risk on investment.

From January 1st to December 31st 2013, the company sold about US$ 5 085 683 688 of finished products at a weighted average rate of 8.4464 and purchased US$ 5 067 863 730 in addition to the 2012 over-hedge, to pay the above at a weighted average rate of 8.4304 (including SWAP Points).

As a result, SAMIR made an economic net gain of 81 688 698 DH which contributes in the enhancement of the operating income.

FINANCING OPERATIONS

SAMIR ACTIVITIES

Y1- Sales Amount Hedging vs. CCY Purchases in $ rate %

Y1- Sales 5 085 683 688 8,4464

Y1- CCY Purchases 5 067 863 730 8,4304

Over Hedge 2012 17 819 958 8,5810

Total P&L (MAD) 81 688 698

2013

STRATEGYAND DEVELOPMENT

ANNUAL REPORT


STRATEGY AND DEVELOPMENT

MAINTENANCE AND RENEWAL PROJECTS

During the year 2013, SAMIR achieved and launched several projects as part of the Capital Expenditure budget dedicated annually to achieve that purpose.

The projects that have been completed successfully during the year are as follows:

• Commissioning and testing of Zone 1 Electrical Substation revamp Project; the global amount of the project was of 34.65 MDH.

• Completion and operation of Tank G11 Rehabilitation with a global budget of 26.2 MDH.

• Completion of New furfural tanks; the global amount of the project was 7.11 MDH.

• Various instrumentation upgrading within the refinery implementation (HCKR unit skin

thermocouple replacement, 2nd stage reactor quench valves replacement…); Project total amount was 2 MDH;

• Various civil and common works related to safety and insurers requirement implemented; Project total amount was 3.6 MDH;

Besides, several other projects were launched during the year with a total progress reaching 75%, namely:

• Flare gas recovery project : 55% progress;

• Skid GO for Mohammedia terminal : 80% progress;

• Safety and insurers recommendation 90% progress;

• Tank rehabilitation (slop tank G 642 and TK 3002 Cleaning): 40 % progress.


SAMIR continued the implementation of its Business Plan 2012-2016, which main objective is to improve the refinery efficiency, increase its competitiveness in the regional market and achieve return on investment for shareholders.

Priority is therefore given to the establishment of our own distribution network, the expansion of our logistical and infrastructural facilities and the exploitation of the export opportunities in the North African region.

In parallel, SAMIR will continue to enhance its operational efficiency and to improve its core competencies and staff performances. The organization structure and human resources strategy will be aligned with the objective of maximizing profitability.

The global progress ending December 2013 reached 76.8% versus 78.6% planned.

Group III Lubes Manufacturing

Based on API Lubes classification, SAMIR current produced lubes are classified in the Group I. The Group III Lubes Manufacturing Project aims at improving the quality of the produced lubes.

Visbreaking Project

The objective of the Visbreaking Project is to process vacuum residue from existing and new vacuum units to minimize production of fuel oil and the consumption of distillate products when the product is blended into the fuel oil pool.

Regarding prospects for development, SAMIR began studying technical and economic feasibility of a number of ambitious projects to develop the added value of the existing products and make available on the regional market new products:

Aromatics Complex Project

The goal of the Aromatics Project is to valorize naphtha excess from Mohammedia refinery for the production of benzene, toluene, and xylenes destined mainly to the regional markets.

STRATEGIC PLAN

DEVELOPMENT PERSPECTIVES

35

18,00%

16,00%

14,00%

12,00%

10,00%

8,00%

6,00%

4,00%

2,00%

0,00%

120,00%

100,00%

80,00%

60,00%

40,00%

20,00%

0,00%

WAP WAAWQP WQA

1Q12

3Q12

1Q13

3Q13

1Q14

3Q14

1Q15

3Q15

1Q16

3Q16


Truck loading modernization Project

The project is beneficial in many key respects: it allows a full control & monitoring of loading operations, reduces losses via a very accurate custody transfer meters, and enhances the safety and environmental aspects.

Data Backup/ IT Network/ IT Security Enhancement & IP Surveillance Cameras

Significant progress was made in the project related to data backup. The global progress has reached 70%.

The IT network/ Security were Re-scheduled for 2014.

On the IP camera surveillance, evaluation of technical options is finalized, the bidding and contractor selection process is planned for the first half of 2014.

Virtualisation solution Upgrade & Extension

The VDI application has been upgraded from version 4 to version 5 in order to fulfill the following objectives:

• Improve the virtualisation environment.

• Enhance machines process speed

• Minimise the bandwidth consumption

• Avoid frequent disconnection with main servers

To cover the remaining 40% desktop machines an extension of the existing VDI platform was necessary.

Development of the functionalities of SAMIR ERP

After eight years of running the SAP successfully, SAMIR, by the implementation of this project is targeting the maximum use of all the functionalities of SAP modules.

For this, the company selected a SAP consultant to assist it in the implementation of this process.

INFORMATION SYSTEM


SAMIR carried on the implementation of several IT projects through the introduction of the latest technologies, in order to keep up with the company’s industrial development.

2013

SUBSIDIARIES RESULTS

ANNUAL REPORT



HIGHLIGHTS

In 2013, SAMIR has acquired 57% stake in JPS for a total of 33 million dirhams while SDCC acquired 3% of the company JPS for a total of 1.7 million DH.

The capital of the SDCC was increased by 150 million dirhams with the release of 47 million dirhams.

SALAM GAZ ended up the year with a turnover of 5 313 million DH and a net income of 148 million DH, representing respectively a decrease of 5.2% and 12% compared to the previous year.

In the course of 2013, SOMAS reached a turnover of 185 million DH compared to 196 million DH of the previous year, representing a decrease of 5.6%. Similarly, the net income fell by 25.8%, from 93 million DH to 69 million DH.

Indicators (million DH) 2012 2013 Variation

Capital 150 150

Turnover 5 606 5 313 -5,2%

Total Equity 493 491 -0,4%

Financial Debts 308 327 6,2%

Net Income 168 148 -12%


Capital 60 60 -

Turnover 196 185 -5,6%

Total Equity 295 294 -0,3%

Financial Debts 62 265 >100%

Net Income 93 69 -25,8%


41

While TSPP turnover increased by 26.5% in the year 2013 compared to the previous year, its net income witnessed a decrease of 7.7% from 2.6 million DH to 2.4 DH.

The African Academy of Energy reached a turnover of 7.6 million DH and a net income of 0.68 million DH representing an increase of respectively 18.8% and more than 100% compared to the year 2012.

The SDCC closed the year 2013 with a turnover of 64 million DH and a net income of -11.2 million DH.

The JPS started its first year of operation with a net income of -0.76 million DH.

Africbitumes turnover experienced a significant decrease compared to the previous year, from 335 million to 82 million DH. Net income was 0.9 million dirhams, a decrease of -91% compared to 2012.


Capital 10 10 -

Turnover 48 61 26,5%

Total Equity 12,9 15,3 19,1%

Financial Debts - 6 -

Net Income 2,6 2,4 -7,7%


Capital 2 2

Turnover 6.4 7.6 18.8%

Total Equity 2.2 2.9 31.8%

Financial Debts - -

Net Income 0.22 0.68 >100%


Capital 10 150 >100 %

Turnover 64 >100 %

Total Equity 9,2 44,5 >100 %

Financial Debts

Net Income -0,8 -11,2 >100%

Indicateurs (MMAD) 2012 2013 Variation

Capital - 10,5

Turnover - - -

Total Equity - 9,73 -

Financial Debts - - -

Net Income - -0,76 -


Capital 10 10 -

Turnover 335 82 -75%

Total Equity 30 31 3,3%

Financial Debts - -

Net Income 9 0.9 -91%

2013

FINANCIAL RESULTS

ANNUAL REPORT


FINANCIAL RESULTS

ACCOUNTS ANALYSIS

Income Statement

• Turnover

SAMIR turnover decreased by 11%, from 54 946 million DH in 2012 to 49 141 million DH in 2013. This variation is due to the combined effect of quantities and prices. In fact, the quantities decreased by 5% from 7 116 KT in 2012 to 6 756 KT in 2013 while the average selling price decreased by 6% from 7 748 DH/T to 7 280 DH/T in 2013.

• Total Revenues

In 2013, the global revenues decreased to 51 726 million DH compared to DH 58 242 million observed in 2012. The transfer of charges amounting to 2 116 million DH, is associated with the commissioning of the new extension of the LPG MEROX units and the revamping of the VDU 3 unit.

• Operating Income

The operating income decreased by 41% compared to 2012 from 1 263 million DH to 841 million DH. The operating income was negatively impacted by the global environment, mainly the decrease of refining margin in Europe and the inventory contribution.

• Value Added

In 2013, the added value decreased to DH -1 003 million compared to 1583 million DH in 2012. This decrease is the result of the factors mentioned above and the impact of leasing expenses related to TOP4 project (DH 135 million).

• EBITDA (Accounting)

This EBITDA decreased from 1 211 million DH to -1 356 million DH following the decrease of the value added.

• Financial Income

The financial result reached – 400 million DH in 2013 compared to – 666 million DH of the previous year, which represents an improvement of 40%. This result is achieved thanks to the decrease of financial expenses by 2% and the increase of financial revenues by 181% generated mainly by the downsizing of the hedging operations.

• Non-Current Income

The non-current result increased from -109 million DH in 2012 to 4 million DH in 2013 due to the decrease of non-current expenses by 95% (from 157 million DH in 2012 to 9 million DH in 2013).

• Income Tax

The income tax decreased by 9% following the decrease of Turnover. In 2013, the company continued to pay minimal contribution as Income Tax.

• Net Income

The net income reached 320 million DH in 2013 against 350 DH million in 2012, representing a decrease of 9%.

2012 2013 Variation

Local Sales 46 893 39 162 -16%

Exports 8 053 9 979 24%

Turnover 54 946 49 141 -11%

Total Sales MT 7 116 6 756 -5%

Local Sales MT 6 132 5 440 -11%

Exports MT 984 1 316 34%

45

FINANCIAL RESULTS

45

Balance Sheet

• Balance Sheet synthesis

The Working Capital reached – 3 346 million DH in 2013, representing a decrease of 89% compared to the previous year (-1 775 million DH).

The net cash position decreased from -11 757 million DH to -12 414 million DH due the decrease of Working Capital.

• Equity & Long Term Liabilities cc

The shareholders equity increased by 4% thanks to the 2013 result. Concerning the long term debts, they show an increase by 11% thanks to the alternative solutions implemented to debt restructuring.

• Fixed Assets

Fixed assets was up by 16% from DH 16 107 million in 2012 to DH 18 729 million in 2013 (mainly MEROX Unit and VDU revamping projects).

• Current Assets

Current assets reached DH 22 539 million in 2013, up by 14% compared to the previous year. This increase can be explained by the rise of accounts receivables and tax receivable.

• Current Liabilities

The increase of the current liabilities by 37% from 9 805 million DH to 13 471 million DH is mainly due to the increase the accounts payable.

Statement of Cash Flow

The cash flow decreased by 86% from 1 480 million DH to 204 million DH due to the impact of operating allowances and operating recoveries:

Items MMAD 2012 2013 Variation

Value Added 1 583 -1 003 -163%

EBITDA 1 211 -1 356 -212%

Operating Income 1 263 841 -33%

Financial Income -666 -400 +40%

Current Income 598 441 -26%

Non-current Income -110 4 103%

Income Tax 138 125 -9%

Net Income 350 320 -9%

Elements 2012 2013 Variation

LT Liabilities 14 332 15 383 7 %& Shareholders’ Equity

Minus Fixed Asset 16 107 18 729 16%

Working Capital -1 775 -3 346 -89%

Current Assets 19 787 22 539 14%

Minus Current Liabilities 9 805 13 471 37%

Financing requirement 9 982 9 068 -9%

Net cash position -11 757 -12 414 -6%

MDH 2012 2013 Variation

Net Income 350 320 -9 %

Operating Allowances 1 172 1 103 -6%

Financial Allowances 6 5 -14%

Operating Recoveries 28 1 210 >100%

Financial Recoveries 7 6 -19%

Proceeds on Disposal 15 8 -49%of Fixed Assets

Net Book Value of 3 0.7 -98%Disposed Assets

Self- Financing Capacity 1 480 204 -86%

Distribution of Earning - -

Cash Flow 1 480 204 -86%

FINANCIAL STATEMENTS

FINANCIAL RESULTS

ASSETS 2013 2012

GROSS DEPRECIATIONAND PROVISION NET

CAPITALISED EXPENSES (A) 2 292 885 623,93 1 074 601 976,19 1 218 283 647,74 1 011 455 472,79

Preliminary expenses 2 042 557 095,83 991 283 102,66 1 051 273 993,17 961 200 696,54

Prepaid expenses to be amortized over several years 250 328 528,10 83 318 873,53 167 009 654,57 50 254 776,25

Bond discounts

INTANGIBLE ASSETS (B) 367 133 217,40 252 552 504,66 114 580 712,74 119 662 877,86

Research & Development costs 65 699 389,52 65 699 389,52

F

I

X

E

D Patents, brands, rights and other similary assets 238 032 677,88 186 853 115,14 51 179 562,74 56 261 727,86

Goodwill 63 400 000,00 63 400 000,00 63 400 000,00

Other intangible assets 1 150,00 1 150,00 1 150,00

TANGIBLE ASSETS (C) 23 537 078 418,45 6 393 585 919,17 17 143 492 499,28 14 813 294 625,37

Land 403 684 270,78 403 684 270,78 403 742 693,70

Buildings 4 550 784 881,01 1 027 157 063,69 3 523 627 817,32 3 263 772 480,42

Plant and machinery 17 995 216 280,74 5 158 623 031,88 12 836 593 248,86 8 575 117 700,77

Vehicles 41 943 946,81 40 902 463,02 1 041 483,79 1 693 326,05

Furniture and fittings 155 761 694,25 129 656 026,53 26 105 667,72 29 772 856,32

Other tangible assets 9 994 905,82 7 565 476,05 2 429 429,77 690 550,71

Tangible assets in progress 379 692 439,04 29 681 858,00 350 010 581,04 2 538 505 017,40

FINANCIAL ASSETS (D) 249 915 743,70 2 463 900,00 247 451 843,70 156 574 562,62

Loan receivables 17 956 125,34 17 956 125,34 16 740 901,30

Other receivables 23 401 766,38 911 000,00 22 490 766,38 12 460 376,34

A

S

S

E

T

S Equity investments 208 345 952,00 1 552 900,00 206 793 052,00 127 161 385,00

Other Investments and securities 211 899,98 211 899,98 211 899,98

UNREALIZED EXCHANGE LOSSES (E) 4 881 627,37 4 881 627,37 5 687 446,68

Decrease of receivables

Increase of debt 4 881 627,37 4 881 627,37 5 687 446,68

TOTAL I (A+B+C+D+E) 26 451 894 630,85 7 723 204 300,02 18 728 690 330,83 16 106 674 985,32

INVENTORIES (F) 10 604 796 395,62 215 633 211,21 10 389 163 184,41 10 146 398 650,80

Merchandise 21 017 433,87 21 017 433,87

Raw materials and consumables 4 637 520 993,81 16 297 645,66 4 621 223 348,15 3 032 831 727,37

Products in process 4 952 578 949,05 149 098 379,98 4 803 480 569,07 6 350 660 262,15

Intermediate and residual goods

Finished goods 993 679 018,89 50 237 185,57 943 441 833,32 762 906 661,28

SHORT TERM RECEIVABLES (G) 12 400 278 997,95 293 796 660,71 12 106 482 337,24 9 586 433 139,16

Supplier's receivables, prepaids 500 508 696,66 500 508 696,66 494 213 898,09

Accounts receivable 7 004 815 221,08 51 257 037,10 6 953 558 183,98 5 332 296 388,50

Staff 16 728 433,14 12 119 399,00 4 609 034,14 5 160 070,11

Tax receivable 4 097 907 055,21 4 097 907 055,21 3 387 925 014,52

Shareholder's accounts

Other receivables 605 408 117,57 230 420 224,61 374 987 892,96 207 037 760,11

Pre-payments 174 911 474,29 174 911 474,29 159 800 007,83

C

U

R

R

E

N

T

A

S

S

E

T

S MARKETABLE SECURITIES (H) 88 745 153,81 45 136 143,52 43 609 010,29 54 304 255,69

UNREALIZED EXCHANGE LOSSES (I)

(Current items)

TOTAL II (F+G+H+I) 23 093 820 547,38 554 566 015,44 22 539 254 531,94 19 787 136 045,65

CASH AND BANKS Checks and equivalent

Banks 161 003 420,43 161 003 420,43 152 653 580,12

C

A

S

H Petty cash 979 142,56 979 142,56 879 785,63

161 982 562,99 161 982 562,99 153 533 365,75

49 707 697 741,22 8 277 770 315,46 41 429 927 425,76 36 047 344 396,72

TOTAL III

TOTAL ASSETS ( I+II+III)

BALANCE SHEET - ASSETS


47

BALANCE SHEET - Liabilities and Stockholder's Equity

LIABILITIES 2013 2012

E SHAREHOLDER'S EQUITY

Q Capital 1 189 966 500,00 1 189 966 500,00

U minus: capital subscribed and not paid-in

I including paid up capital as follows:

T Capital and merger premium 757 810 296,92 757 810 296,92

Y Revaluation difference

Legal reserve 123 658 650,00 123 658 650,00&

Investment reserve 1 421 595 273,02 1 421 595 273,02

Other reserves 1 026 411 948,40 1 026 411 948,40L

Retained earnings 979 168 949,59 629 082 552,81O

Non allocated incomeN

Net income of the year 320 151 426,51 350 086 396,78G

TOTAL OF EQUITY (A) 5 818 763 044,44 5 498 611 617,93T

ASSIMILATED EQUITY (B)E

Investment subsidiesR Regulated provisionsM

L

I LONG TERM DEBT (C) 9 523 044 692,31 8 607 329 039,10

A Debenture bonds 800 000 000,00 800 000 000,00

B Other long term debt 8 723 044 692,31 7 807 329 039,10

I PROVISIONS FOR CONTINGENCIES AND LOSSES (D) 40 954 582,78 223 452 656,09

L Provisions for contingencies 17 683 360,94 19 963 840,78

I Provisions for losses 23 271 221,84 203 488 815,31

T UNREALIZED EXCHANGE GAINS (E) 287 571,55 2 513 157,13

I Increase of nonperforming assets

E Decrease of financing debts 287 571,55 2 513 157,13

S TOTAL I (A+B+C+D+E) 15 383 049 891,08 14 331 906 470,25

CURRENT LIABILITIES (F) 13 471 167 798,40 9 805 055 259,94

C

U

Accounts payable and auxiliary accounts 13 165 961 824,38 9 455 324 611,75

R

Accounts payable; prepaids 20 946 457,71 86 578 532,06

R

Staff 23 923 400,94 23 347 864,10

E

Social security agencies 21 225 364,39 22 554 180,36

N

Tax payable 65 351 298,29 16 324 622,38

T

Shareholder's accounts 4 000 244,00

Other payables 67 347 999,03 67 585 974,29

L Accruals and deferrals 106 411 453,66 129 339 231,00

I OTHER PROVISIONS FOR CONTINGENCIES (G)

A UNREALIZED EXCHANGE GAINS (H)

B (Current items)

TOTAL II (F+G+H) 13 471 167 798,40 9 805 055 259,94

C BANK OVERDRAFT

A Discounted bills 428 879 240,46 1 103 829 024,77

S Treasury loans 7 988 400 555,69 7 902 661 118,12

H Bank loans and overdrafts 4 158 429 940,13 2 903 892 523,64

TOTAL III 12 575 709 736,28 11 910 382 666,53

41 429 927 425,76 36 047 344 396,72TOTAL LIABILITIES ( I+II+III)


FINANCIAL RESULTS

INCOME STATEMENT

TRANSACTIONS TOTAL

2013 Previous years 2013 20121 2 3=1+2 4

I OPERATING REVENUES Sale of goods (as found) Sale of goods and services

Net Sales

O Changes in inventory

P Fixed assets produced by the company for itself

E Operating subsidies received

R Other operating revenues

A Operating recoveries; expense transfers

T TOTAL I

I II OPERATING EXPENSES

N Purchase of goods sold

G Consumed purchase of raw materials and supplies

Other external expenses

Taxes (except corporate taxes)

Payroll expenses

Other operating expenses

Operating allowances

TOTAL II

III OPERATING INCOME (I-II)

IV FINANCIAL REVENUES

Revenues from equity shares & financial securities

F Gain on exchange

I Interests & other financial revenues

N Financial recoveries; expense transfers

A TOTAL IV

N V FINANCIAL EXPENSES

C Interest expenses

I Loss on exchange

A Other financial expenses

L Financial allowances

TOTAL V

VI FINANCIAL INCOME (IV-V)

VII CURRENT INCOME (III+VI)

VIII NON CURRENT REVENUES

N Proceeds on disposal of fixed assets

O Received subsidies

N Recoveries of investment subsidies

Other non current revenues

C Non current recoveries; expense transfers

U TOTAL VIII

R IX NON CURRENT EXPENSES

R Net book value of disposed assets

E Granted subsidies

N Other non current expenses

T Non current allowances

TOTAL IX

2 554 687,80

2 554 687,80

719 028,12

998 189 836,12

1 001 463 552,04

795,83

(30 634 817,10)

1 501 718,08

18 837,42

(661 071,74)

4 087 009,78

(25 687 527,73)

216 282,27

216 282,27

4 664 571,46

52 629 320,40

57 293 891,86

4 254 175,57

4 254 175,57

27 300,00

27 300,00

X NON CURRENT INCOME (VIII-IX)

XI INCOME BEFORE CORPORATE TAXES (VII+X)

XII CORPORATE INCOME TAXES

263 418 067,66

48 875 951 995,12

49 139 370 062,78

(1 347 308 955,50)

20 370 401,51

2 509 340 132,36

50 321 771 641,15

264 337 217,66

47 858 993 382,47

703 453 438,60

26 227 320,89

348 351 796,82

3 144 734,59

1 303 052 760,96

50 507 560 651,99

101 998 920,00

1 605 130,61

247 609 719,49

40 128 344,80

391 342 114,90

682 479 158,87

1 858 928,49

50 017 770,89

734 355 858,25

7 911 465,00

12 751,34

7 924 216,34

66 113,79

1 854 088,74

6 587 021,86

8 507 224,39

124 763 157,00XIII NET INCOME (XI-XII)

XIV TOTAL REVENUES (I+IV+VIII)XV TOTAL EXPENSES (II+V+IX+XII)XVI NET INCOME (total revenues - total expenses)

263 418 067,66

48 878 506 682,92

49 141 924 750,58

(1 347 308 955,50)

21 089 429,63

3 507 529 968,48

51 323 235 193,19

264 338 013,49

47 828 358 565,37

704 955 156,68

26 246 158,31

347 690 725,08

7 231 744,37

1 303 052 760,96

50 481 873 124,26

841 362 068,93

101 998 920,00

1 605 130,61

247 826 001,76

40 128 344,80

391 558 397,17

687 143 730,33

54 488 248,89

50 017 770,89

791 649 750,11

(400 091 352,94)

441 270 715,99

7 911 465,00

4 266 926,91

12 178 391,91

66 113,79

1 854 088,74

6 614 321,86

8 534 524,39

3 643 867,52

444 914 583,51

124 763 157,00320 151 426,51

51 726 971 982,2751 406 820 555,76

320 151 426,51

2 250 186 070,67

52 696 221 824,60

54 946 407 895,27

1 659 603 685,23

25 906 895,80

3 539 579,54

1 419 357 394,27

58 054 815 450,11

2 150 805 445,24

52 324 996 545,88

547 676 158,08

25 379 570,66

372 040 021,69

17 271 460,57

1 353 362 926,49

56 791 532 128,61

1 263 283 321,50

83 076 000,00

3 917 937,54

45 165 161,44

6 985 592,54

139 144 691,52

753 793 482,53

10 961 199,03

40 128 344,80

804 883 026,36

(665 738 334,84)

597 544 986,66

15 406 240,00

5 569 074,02

27 000 000,00

47 975 314,02

2 866 785,62

2 106 714,75

51 394 525,04

101 281 921,49

157 649 946,90

(109 674 632,88)

487 870 353,78

137 783 957,00 350 086 396,78

58 241 935 455,6557 891 849 058,87

350 086 396,78


49

STATEMENT OF COMPOSITION OF INCOME

2013 2012

1 Sales of goods (as found)

2 - Purchase of goods sold

I = Gross margin on sales (as found)

II + Production of the year

3 Sales of goods and services

4 Changes in inventory

5 Fixed assets produced by the company for itself

III - Consumption of the year

6 Consumed purchases of raw materials and supplies

7 Other external expenses

IV = Value added (I+II+III)

8 + Operating subsidies received

9 - Taxes (except corporate taxes)

10 - Payroll expenses

V = Earnings Before Interest, Tax,Depreciation and Amortization (EBITDA)

11 + Other operating revenues

12 - Other operating expenses

13 + Operating recoveries; expense transfers

14 - Operating allowances

VI = Operating income

VII +/- Financial income

VIII = Current income

IX +/- Non current income

15 - Corporate income taxes

X = Net income

263 418 067,66

264 338 013,49

(919 945,83)

47 531 197 727,42

48 878 506 682,92

(1 347 308 955,50)

48 533 313 722,05

47 828 358 565,37

704 955 156,68

(1 003 035 940,46)

21 089 429,63

26 246 158,31

347 690 725,08

(1 355 883 394,22)

7 231 744,37

3 507 529 968,48

1 303 052 760,96

841 362 068,93

(400 091 352,94)

441 270 715,99

3 643 867,52

124 763 157,00

320 151 426,51

2 250 186 070,67

2 150 805 445,24

99 380 625,43

54 355 825 509,83

52 696 221 824,60

1 659 603 685,23

52 872 672 703,96

52 324 996 545,88

547 676 158,08

1 582 533 431,30

25 906 895,80

25 379 570,66

372 040 021,69

1 211 020 734,75

3 539 579,54

17 271 460,57

1 419 357 394,27

1 353 362 926,49

1 263 283 321,50

(665 738 334,84)

597 544 986,66

(109 674 632,88)

137 783 957,00

350 086 396,78

FINANCIAL RESULTS

STATEMENT OF CASH FLOWS

2013 2012

1 NET INCOME

2 + OPERATING ALLOWANCES

3 + FINANCIAL ALLOWANCES

4 + NON CURRENT ALLOWANCES

5 - OPERATING RECOVERIES

6 - FINANCIAL RECOVERIES

7 - NON CURRENT RECOVERIES

8 - PROCEEDS ON DISPOSAL OF FIXED ASSETS

9 + NET BOOK VALUE OF DISPOSED ASSETS

I SELF FINANCING CAPACITY

10 - DISTRIBUTION OF EARNINGS

II CASH FLOW

320 151 426,51

1 103 395 278,48

4 881 627,37

1 210 428 800,93

5 687 446,68

7 911 465,00

66 113,79

204 466 733,54

204 466 733,54

350 086 396,78

1 171 698 689,04

5 687 446,68

27 636 009,52

6 985 592,54

15 406 240,00

2 866 785,62

1 480 311 476,06

1 480 311 476,06

BALANCE SHEET SYNTHESIS

MASSES 2013 2012VARIATION 2013/2012

Assets Funds

1 Long term liabilities 15 383 049 891,08 14 331 906 470,25 1 051 143 420,83

2 Minus Fixed assets 18 728 690 330,83 16 106 674 985,32 2 622 015 345,51

3 Working capital (1-2) (A) (3 345 640 439,75) (1 774 768 515,07) 1 570 871 924,68

4 Current assets 22 539 254 531,94 19 787 136 045,65 2 752 118 486,29

5 Minus current liabilities 13 471 167 798,40 9 805 055 259,94 3 666 112 538,46

6 Financing requirements (4-5) (B) 9 068 086 733,54 9 982 080 785,71 913 994 052,17

7 Net cash position (assets - liabilities) (A)-(B) (12 413 727 173,29) (11 756 849 300,78) 656 877 872,51



51

STATEMENT OF SOURCE AND APPLICATION OF FUNDS

2013 2012

Application Funds Application Funds

I Source of funds

- Cash flow (A)

Self financing capacity

- Distribution of earnings

- Disposal and reduction of fixed assets (B)

Disposal of intangible assets

Disposal of tangible assets

Disposal of financial assets

Recoveries of long term receivables

- Increase of assimilated equity (C)

Capital increase, assets brought in

Investment subsidies

- Increase of long term debts (D)

(excluding redemption premiums)

Total (I) (A+B+C+D)

II Application of funds

- Acquisition and increase of fixed assets (E)

Acquisition of intangible assets

Acquisition of tangible assets

Acquisition of financial assets

Increase of long term receivables

- Distribution of shareholder's equity (F)

- Redemption of long term debts (G)

- Formation expenses (H)

TOTAL II (E+F+G+H)

III Variation du B.F.G

IV Variation de la tésorerie

2 588 626 591,05

243 089,00

2 492 251 330,91

79 631 667,00

16 500 504,22

1 394 779 917,51

114 174 309,17

4 097 580 817,73

4 097 580 817,73

204 466 733,54

204 466 733,52

13 166 355,06

7 911 465,00

5 254 890,06

2 309 075 804,45

2 526 708 893,05

913 994 052,17

656 877 872,51

4 097 580 817,73

1 738 112 999,88

1 719 708 375,38

12 500 000,00

5 904 624,50

637 382 776,77

11 500 150,00

2 386 995 926,65

6 435 844 872,62

8 822 840 799,27

1 480 311 476,06

1 480 311 476,06

21 805 816,10

15 406 240,00

6 399 576,10

5 157 223 835,87

6 659 341 128,03

2 163 499 671,24

8 822 840 799,27TOTAL

2013

RESOLUTIONSOF THE ORDINARYGENERAL MEETING

ANNUAL REPORT

RESOLUTIONS OF THE ORDINARY GENERAL MEETING

FIRST RESOLUTION

THIRD RESOLUTION

FOURTH RESOLUTION

SECOND RESOLUTION

APPROVAL OF ACCOUNTS

The Ordinary General Meeting, after presentation of the reports of the Board of Directors and the Statutory Auditors, approves the reports and financial statements for the year ended 31/12/2013, as presented, which show a net profit of MAD 320 151 426.51.

The Ordinary General Meeting also approves the transactions reflected in these accounts.

The Ordinary General Meeting gives full and unreserved discharge to the Directors and Auditors for the execution of their duties for the year.

This resolution was adopted at unanimous vote.

AUDITORS SPECIAL REPORT

The Ordinary General Meeting, after consultation of the auditors special report on the agreements referred to in Article 56 of Law 17/95 as amended and supplemented by Law 20/05 relative to corporations, approves conclusions of said report and the agreements referred to therein.


ALLOCATION OF DIRECTORS FEES

The Ordinary General Meeting resolves to set the annual amount of the Board Directors fees for the year 2013, the sum of MAD 2,500,000 (Two Million Five Hundred Thousand Dirhams).


ALLOCATION OF INCOME

The Ordinary General Assembly decided to appropriate the net income of 2013 fiscal year amounting to the sum of MAD 320 151 426.51 as follows:

Because of this assignment, the dividend for the year 2013 is set at MAD 8.00 per share. It will be paid from 25.06.2014.


(*) Not including the amount of dividends on shares held by SAMIR: 158,141 shares.

MAD Amount

Net income 320 151 426,51

legal reserve -

Distributable net income 320 151 426,51

Retained earnings credit 979 168 949,59

Balance distributable 1 299 320 376,10

Dividends paid 93 932 192,00(11,741,524 shares * MAD 8)

Balance carried forward credit 1 205 388 184,10


55

RESOLUTIONS OF THE ORDINARY GENERAL MEETING

SIXTH RESOLUTIONRENEWAL OF AUDITORS

The mandate of the auditors, KPMG and Price Waterhouse expiring at this meeting; the Ordinary General Assembly decided to reappoint KPMG represented by Mr. Mostafa FRAIHA and PRICE WATERHOUSE represented by Mr. Mohamed HADDOU-BOUAZZA, as Statutory Auditors of the company for the next three years 2014, 2015 and 2016.

The Auditors report having accepted the renewal of their mandates.


SEVENTH RESOLUTIONPOWERS TO CARRY OUT THE LEGAL FORMALITIES

The Ordinary General Meeting grants full powers to the bearer of an original, copy or extract of these resolutions in order to carry out all formalities concerning the resolutions set out above, as stated by the law.


FIFTH RESOLUTIONBOARD MEMBER NOMINATION

The Ordinary General Meeting, noting that the mandate of Mr. Mohamed Hassan BENSALAH, as administrator, expires today, decided to renew for a period of three years, expiring at the end of the Ordinary General Meeting of Shareholders to be held in 2017 to approve the accounts for the year ended 31/12/2016.

Mr. Mohamed Hassan BENSALAH testifies his acceptance of its term office renewal.


Société Anonyme Marocaine de l'Industrie du Raffinage

BP 89 & 101 - Route Côtière - Mohammedia - MarocTél. : +212 (0) 523 32 74 80 / 32 42 01 / 31 22 40Fax : +212 (0) 523 32 55 97 / 31 69 56 / 31 71 88

www.sami r .ma

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