Notice of AGM

NOTICE OF BMCE BANK'S ANNUAL GENERAL MEETING AS OF MAY 25, 2011 AT 4:00 PM

Shareholders of BANQUE MAROCAINE DU COMMERCE EXTERIEUR, abbreviated to "BMCE BANK", a Public Limited Company with capital of 1,719,633,900 dirhams, headquartered in Casablanca - 140, Avenue Hassan II - registered in the Register of Companies under number 27.129 are invited to attend the Annual General Meeting at the Head Office on:

May 25, 2011 at 4:00 PM

To deliberate and vote on the following agenda:

1. Reading of the Board of Directors' Report and the Auditors' Reports;

2. Examination and approval of the balance sheet and the income statements as closed on December 31, 2010;

3. Appropriation of the profits for fiscal year 2010 and setting of the date for payment of dividends;

4. Setting of Directors' fees

5. Notice of the fulfillment by the Auditors of their mission for fiscal year 2010;

6. Approval of regulated agreements;

7. Discharge to be given to the Directors as far as their management of the 2010 accounting year is concerned;

8. Discharge to be given to the Statutory Auditors for the performance of their duties during the last three fiscal years;

9. Appointment and reappointment of statutory auditors ;

10. Other issues;

11. Proxy

The owners of bearer shares should deposit certificates verifying account registration of their securities at the Bank's Head Offices or address them by way of an authorized intermediary, five days before the Meeting.

The holders of non-transferable shares, which have been previously account registered five days before the Meeting, shall be admitted upon the production of proof of their identity or their proxy.

The holders of shares who have not yet registered their securities on account are invited to do so by depositing them at the BMCE Bank themselves or by way of an authorized intermediary.

Any shareholder is entitled to gain cognizance of the documents, the communication of which is prescribed by Article 141 of Law 17-95 as amended and supplemented by Law 20-05 relative to Public Limited Companies, at the Bank's Head Offices.

Any shareholder may request the inscription of draft-resolutions along with the items of the agenda, as spelled out by Article 117 of Law 17-97 as amended and supplemented by Law 20-05 relative to Public Limited Companies, providing he addresses his request to the Head Offices by way of registered mail with acknowledgement of receipt, 10 day starting from the date of publication of the AGM notice

A shareholder may be represented by another shareholder having the proxy representation, by a spouse, or an ascendant or descendant. Proxy forms are available to the shareholders at the Head Office.

The Board of Directors.

Draft Resolutions Submitted To

The Annual General Meeting

FIRST RESOLUTION

The General Meeting, after having listened to the reading of the Management Report submitted by the Board and the Reports drawn up by the auditors, approves all of these documents fully and unreservedly. It likewise approves the accounts of the fiscal year closed on December 31, 2010, noting that the individual accounts, as well as the balance sheet bearing on the activity in Morocco, including those of affiliates and income statements pertaining to them thus closed on December 2010, reflect the overall operations of the Bank.

The AGM approves the documents submitted to it.

SECOND RESOLUTION

The Ordinary General Meeting notes that:

- The equity portfolio generated during fiscal year 2010 MAD 170.7 million of dividends

- Net allowances for provisions on the equity portfolio and related capital gains amounted to MAD 385 million and MAD 9.7 million, respectively.

These figures are included in the Bank's earnings -Individual accounts.

THIRD RESOLUTION

The Ordinary General Meeting notes that the aggregated net earnings during the fiscal year 2010 are as follows:

- Activity in Morocco: MAD 659 623 729.64

- The Paris-based branch: MAD - 198 114 239.4

Exchange value of the Euros in MAD

- BMCE Bank (Offshore Bank) MAD 60 231 531.86

Exchange value of foreign currency in MAD

This represents a NET PROFIT of: MAD 521 741 022.10

This profit is to be allocated as follows:

Statutory reserve MAD -80 575 738.17

Balance MAD 441 165 283.93

The General Meeting decides to raise earnings by an amount of MAD 67 225 000 through deduction from extraordinary reserves to bring it up to MAD 508 390 283.93 to be fully distributed as dividends.

- Extraordinary reserves MAD 67 225 000.00

- Earnings to be distributed MAD 508 390 283.93

Thus, the AGM decides to allocate earnings for fiscal year 2010 as follows:

- Earnings to be distributed MAD 508 390 283.93

- 1st dividend (6%) MAD -101 678 034.00

- Balance MAD 406 712 249.93

- Super-dividend (24%) MAD -406 712 136.00

- Balance MAD 113.93

To be added: retained earnings from

Last fiscal year MAD 10 777.88

The Balance to be carried forward MAD 10 891.81

FOURTH RESOLUTION

The General Meeting sets the dividend at 3 Dirhams (THREE Dirhams) per share. The payment of the dividends, after the withholding of the dues provided for by the Law, shall be effected as of July 11, 2011 at the Head Office, located at 140, Avenue Hassan II in Casablanca, (BMCE Capital Titres). The cashing of the dividends shall be carried out by transfer of (dividend) coupons made on behalf of BMCE Bank, open in all MAROCLEAR books.

FIFTH RESOLUTION

The Ordinary General Meeting sets the amount of fees to be distributed among the Directors at 1,998,413 MAD (one million nine hundred and ninety-eight thousand, and four hundred thirteen Dirhams) net per annum.

SIXTH RESOLUTION

- The Ordinary General Meeting also takes note of the mission fulfilled by the auditors of the Bank, ERNST & YOUNG and Fidaroc Grant Thornton, during the fiscal year 2010, in conformity with Statutory provisions, and with Law 17-95 as amended and supplemented by Law 20-05 relative to Public Limited Companies and with the provisions of Article 72 of the Dahir (Royal Decree) bearing Law no. 1-05-178 dated February 14, 2006 both for their general report on the operations carried out during the fiscal year 2010 and for the operations referred to by Articles 182 and ensuing articles of Law 17-95, regarding which a special report has been submitted.

The AGM thus approves the General Report submitted by the Auditors.

SEVENTH RESOLUTION

The Ordinary General Meeting, after having listened to the reading of the special report submitted by the Auditors on the agreements related to Article 56 and the ensuing Articles pertaining to Law no.17-95 as amended and supplemented by Law 20-05 bearing on Public Limited Companies and Article 26 of the Statutes, approves the agreements mentioned therein.

The AGM approves therefore the Special Report.

EIGHTH RESOLUTION

The Ordinary General Meeting gives total, full and unreserved quietus (discharge) to the Directors for their management regarding the fiscal year closed on December 31, 2010.

NINTH RESOLUTION

The mandate of the Auditor ERNST & YOUNG, represented by Mr. Bachir Tazi, expiring at the end of this meeting. The General Meeting decides exceptionally and after approval by regulatory authorities to renew its mandate for another period of 3 (three) years, i.e. until the Ordinary General Meeting which will be deciding on the accounts on the fiscal year settled on December, 31, 2013.

TENTH RESOLUTION

The mandate of the Auditor FIDAROCGRANT THORNTON expiring at the end of this meeting. The General General Meeting decides to renew the mandate of this Auditor for a further period of 3 (three) years, i.e. until the Annual General Meeting which will be deciding on the accounts on the fiscal year settled on December, 31, 2013.

ELEVENTH RESOLUTION

The Ordinary General Meeting mandates the bearer of the original of the minutes of the present meeting, a copy thereof or an extract therefore, to accomplish any formality provided for by the Law, notably to deposit the minutes wherever they should be and to see to it that they are published.