MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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NOTES Ordinary Shareholders’ Meeting of April 24, 2018

_ Ordinary Shareholders’ Meeting of April 24, 2018

FIRST RESOLUTION

Meeting hereby approves all operations and agreements reviewed in said report.

Approval of the reports and summary annual financial statements for the fiscal year ended December 31, 2017 Having satisfied the quorumandmajority requirements pertaining to Ordinary Shareholders’ Meetings, the Shareholders’ Meeting, after hearing: – the management report of the Management Board and the observations of the Supervisory Board on said report; – and the general report of the Statutory auditors on the financial statements for the fiscalbyear ended Decemberb31, 2017; hereby approves the summary financial statements for said fiscalbyear and the operations accounted for therein or summarized in said reports. Consequently, the Shareholders’ Meeting resolves to give final discharge to the members of the Supervisory and Management Boards for the performance of their duties in fiscalbyear 2017.

FOURTH RESOLUTION

Appropriation of 2017 earnings – Dividend Having satisfied the quorum and majority requirements pertaining to Ordinary Shareholders’ Meetings, the Shareholders’ Meeting hereby resolves to allocate as follows the earnings for the fiscalbyear endedDecemberb31, 2017, which amount toMADb5,699,460,547.06, namely: Distributable earnings (in MAD) MADbb5,699,460,547.06 Optional reserve (in MAD) MAD 2,922,743.86 Total amount of dividend (in MAD) b (a) MAD 5,696,537,803.20 (a) This amount is adjusted to reflect the number of treasury shares held on the dividend payment date. The Shareholders’ Meeting therefore resolves to set the dividend at MADb6.48 for each share of those comprising the share capital and held on the record date. The dividend will be paid out on or after Juneb5, 2018. Ordinary dividends were paid in the past three fiscalbyears as follows:

SECOND RESOLUTION

Approval of the consolidated financial statements for the fiscal year ended December 31, 2017

Fiscal years

2014 2015 2016 6.90 6.36 6.36 6,065 5,589 5,590

Having satisfied the quorumandmajority requirements pertaining to Ordinary Shareholders’ Meetings, the Shareholders’ Meeting hereby approves as necessary the consolidated financial statements, as presented, for the fiscalbyear ended Decemberb31, 2017.

Dividend/share (in MAD)

Total distribution (in MADbmillion)

FIFTH RESOLUTION

THIRD RESOLUTION

Ratification of the co-optation of Abdelouafi Laftit

Approval of the related-party agreements reviewed in the Statutory auditors’ special report Having satisfied the quorumandmajority requirements pertaining to Ordinary Shareholders’ Meetings and having heard the special report of the Statutory auditors on the related-party agreements covered by Articleb95 of Lawb17-95 relating to corporations, which was amended and supplemented by Lawb20-05 and Lawb78-12, the Shareholders’

The General Meeting, deliberating under the conditions of quorum and majority required for Ordinary General Meetings, ratifies the appointment of Abdelouafi Laftit as a member of the Supervisory Board for the remaining term of office of the outgoing member, i.e., until the end of the General Meeting called to approve the financial statements for thebyear ended Decemberb31, 2018.

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MAROC TELECOM ____ 2017 Registration Document