MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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GENERAL INFORMATION ABOUT THE COMPANY Information about the Company and corporate governance

the Company, one member of the Management Board will be appointed upon proposal by the Kingdom of Morocco and four, including the Chairman, by Etisalat. Audit Committee and Appointments and Compensation Committee As long as the Kingdom of Morocco holds at least 15% of the share capital and voting rights of the Company, it may propose the appointment of at least two members of the Company’s Audit Committee; and as long as the Kingdom of Morocco holds at least 5% of the share capital and voting rights of the Company, it may propose the appointment of at least onemember of said committee. The rules of procedure for the Audit Committee will provide for: – the option for any member of the Audit Committee to propose that the Audit Committee carry out an audit of the Company, and the obligation for the Audit Committee to decide on any formal request made by at least two members of the Audit Committee to carry out such an audit; and – the option for any member of the Audit Committee to make any proposal relating to the work of the Audit Committee. The Shareholders’ Agreement also provides for anAppointments and Compensation Committee composed of the Chairman and Deputy Chairman of the Company’s Supervisory Board. The stipulations with regard to the allocation of seats on the Supervisory Board will remain in force as long as the Kingdom of Morocco holds at least 5% of the share capital and voting rights of the Company. The stipulations with regard to the appointment of the Chairman and Deputy Chairman of the Supervisory Board and to the majority rules applicable to the Supervisory Board, as well as those applicable to the appointment of members of the Management Board, the Audit Committee, and the Appointments and Compensation Committee, will remain in force as long as the Kingdomof Morocco holds at least 5%of the share capital and voting rights of the Company and as long as Etisalat Group holds at least 20% of the share capital and voting rights of the Company. Terms and conditions for the disposal or acquisition of shares of the parties Non-transfers of shares by the Kingdom of Morocco The Kingdomof Morocco has undertaken not to surrender any of the shares it holds in the Company for a period of five (5)byears following the signing of the Shareholders’ Agreement (i.e., Mayb15, 2014), if such transfer would result in the Kingdom of Morocco holding less than 22% of the share capital and voting rights of the Company. Preemption right to the benefit of the Kingdom of Morocco In the event of a proposed disposal of the shares held by Etisalat Group or its affiliates to a third party, the Kingdomof Morocco will be entitled to exercise a preemption right for a period of eight (8)byears after the signing of the Shareholders’ Agreement. This preemption right will only apply (i) to a transfer that would reduce the total interest of the Etisalat Group and SPT in the share capital of the Company to less than 50%, and (ii) to any transfer by Etisalat Group or SPT until the Kingdom of Morocco’s stake reaches 50% of the Company shares plus one share. Call option held by the Kingdom of Morocco The Kingdom of Morocco has a call option entitling it to purchase, should it so notify its intention, all of the shares held by the investment vehicle of Etisalat (currently SPT) in the Company, if a change of control of Etisalat (i) affects the national interests of the Kingdom of Morocco or (ii) has a substantial and negative impact on the competitive environment in Morocco, or following a loss of control of SPT by Etisalat or the vehicle that becomes a shareholder inMaroc Telecom in place of SPT.

This clause will remain in force as long as the Kingdom of Morocco holds at least 20% of the Company’s share capital. Specific rights of the Kingdom of Morocco The Kingdomof Morocco has the right to veto in the following cases: – proposal of a merger, spin-off or partial transfer of assets that may substantially modify the Company’s scope of activities or substantially modify the Company’s corporate purpose, if the proposal is likely to affect the national interests of the Kingdom of Morocco for any reason of national security; – transfer of shares by SPT to any entity, including any entity that controls SPT or is controlled by SPT and which is likely to affect the national interests of the Kingdom of Morocco. These provisions will remain in force for the entire term of the Company. Term of the Shareholders’ Agreement Subject to specific provisions with regard to the duration of certain rights, the Shareholders’ Agreement has been entered into for a term of ten (10)byears and will be renewable automatically for successive periods of five (5)byears. MAURITEL SA SHAREHOLDERS’ AGREEMENT According to the shareholders agreement entered into with the Islamic Republic of Mauritania, Maroc Telecom, which owns 51.527% of Mauritel via CMC Group, received end/or granted certain rights (Right of first refusal, etc.) enabling itbto protect its shareholders rights. GABON TELECOM SHAREHOLDERS’ AGREEMENT According to the Shareholders’ Agreement entered into with the Republic of Gabon, Maroc Telecom, which owns 51% of Gabon Telecom, received and/or granted certain rights (right of first refusal,betc.) enabling it to protect its shareholder rights. SOTELMA SHAREHOLDERS’ AGREEMENT According to the Shareholders’ Agreement entered into with the Republic of Mali, Maroc Telecom, which owns 51% of Sotelma, received and/or granted certain rights (right of first refusal,betc.) enabling it to protect its shareholder rights. ATLANTIQUE TELECOM CÔTE D’IVOIRE SHAREHOLDERS’ AGREEMENT According to the Shareholders’ Agreement entered intowith the joint shareholder, Maroc Telecom, which owns 85%of Atlantique Telecom Côte d’Ivoire, received and/or granted certain rights to the minority shareholder enabling it to protect its shareholder rights. FONDS SINDIBAD SHAREHOLDERS’ AGREEMENT According to the Shareholders’ Agreement signed with the other shareholders, Maroc Telecom, which owns 10.41%of Sindibad Fund, received and/or granted certain rights (right of first refusal,betc.) enabling it to protect its shareholder rights. 2.2.2.3 PLEDGED ASSETS The Company has not pledged any assets. In addition, the shares held by Maroc Telecom in its subsidiaries are not pledged for the benefit of third parties.

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MAROC TELECOM ____ 2017 Registration Document