INDEPENDENCE CRITERIA

Criteria used for the qualification of administrators as independent

TAQA Morocco is vigilant in staying up to date with the evolution of national and international regulations and standards.

The 2008 Moroccan code of business governance best practices recommends the presence of non-executive administrators “having the objectivity and the freedom of judgment necessary to carry out their mission properly and peacefully.”

The independence criteria used by TAQA Morocco to define independent administrators are those set forth in article 41 bis of law n° 20-19 modifying and supplementing law n° 17-95 concerning business corporations, namely:

> Not having been, within the three (3) years preceding their nomination:
• An employee or a member of the administrative, oversight, or management bodies of the company
• A permanent representative, employee, or member of the administrative, oversight, or management bodies of a shareholder or of a company affiliated therewith;
• A member of the administrative, oversight, or management body of a company in which the company holds an ownership interest, regardless of the ownership percentage.
> Not being a member of the administrative, oversight, or management body of a company in which the company holds a mandate within the administrative or oversight body, or in which a member of the administrative, oversight, or management body of the company, currently or within less than three (3) years, holds a mandate within its administrative, oversight, or management body;
> Not having been or having represented, during the past three (3) years, a business or financial partner, or performing an advisory function for the company;
> Not being a second-degree or closer relative of a shareholder or a member of the board of directors of the company, or of such person’s spouse;
> Not having served as an auditor of the company within the six (6) years preceding their nomination; and
> holding no shares in the company.