MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

– any acquisition of ownership interest in an entity holding one or more operating licenses for fixed-line and mobile telecommunications networks open to the public; and any decision in principle to sell the ownership interest in such an entity if it is not a Loss-Making Entity; – any decision(s), including in the event of internal restructuring, concerningb (a) a merger, spin-off, partial transfer or lease management of all or part of the goodwill of the Company or its Affiliates, andb(b) any decision to wind up, liquidate or terminate a substantial business belonging to the Company or its Affiliates, provided that the decisions referred to inb(a) andb(b) above may only be made by qualified majority if they concern an Affiliate whose estimated value or business exceeds five hundred (500)bmillion dirhams; and – any exemption from an obligation under the dividend distribution policy set out in Articleb16 of the Bylaws to distribute dividends in an amount at least half the distributable profit. In addition, and pursuant to the provisions of Articleb10.5.5 of the Bylaws described below, the Supervisory Board may not submit the following resolutions to the Shareholders’ Meeting unless they have been adopted by at least three-fourths of the members of the Supervisory Board present or represented: – a proposal to change the Company’s Bylaws concerning, among other things, an increase or decrease in the Company’s share capital; – a proposal for the Company to issue new types of shares or securities; – a proposal to modify substantially the corporate purpose and/ or principal business of the Company, or any of its Affiliates holding one or more operating licenses for fixed-line and mobile telecommunications networks open to the public; – a proposal to amend the rights and obligations attached to the Company’s shares; – a proposal to change the closing or opening dates of the Company’s fiscalbyear; – a proposal to revoke the appointment of members of the Management Board or of the Supervisory Board appointed at the request of one of the minority shareholders pursuant to the provisions contained in Articlesb9 and 10 of the Bylaws; – any proposal to rebrand the Company’s trading name or to change the brand or trade name of the Company in Morocco or among the Company’s affiliates. Duties and Powers of the Supervisory Board The Supervisory Board exercises permanent oversight over the Management Board’s management of the Company. At any time of thebyear, it performs the checks and controls that it considers appropriate, and may request any documents that it considers necessary for the performance of its duties. The members of the Supervisory Board may review any information or data relating to the life of the Company. The Supervisory Board may, within the limits it sets and subject to the provisions of Articleb10.5 of the Bylaws cited above, authorize the Management Board to sell real estate, sell all or some holdings, set up security interests as well as sureties, pledges, endorsements or guarantees in the name of the Company. It presents its comments on the Management Board report and the financial statements for the fiscalbyear to the Annual Shareholders’ Meeting.

The Supervisory Board may set up, within the Board and with the assistance, if deemed necessary, of third parties, whether shareholders or not, technical committees to study questions it refers to them for an opinion.The activities of these committees and advice given or recommendations made are reported at Board meetings. These committees have advisory powers and act under the authority of the Supervisory Board that has created them and to which they report. Committee members are appointed by the Supervisory Board. Unless otherwise decided by the Supervisory Board, the term of office of committee members is the same as their term as members of the Supervisory Board. Each committee establishes its own rules of procedure which must be approved by the Supervisory Board. Compensation The Shareholders’ Meeting may allocate to members of the Supervisory Board, as compensation for their work, an annual fixed sum as Directors’ fees. The Supervisory Board may also allocate exceptional compensation for the duties or offices held by its members. Liability The members of the Supervisory Board are liable, individually or jointly as applicable, to the Company or to third parties, either for violations of the laws or regulations applicable to corporations, or for breaches of the Bylaws, or for misconduct in their management. If several members of the Supervisory Board have contributed together to the same acts, the court will determine the contribution of each in the reparation for damages. The members of the Supervisory Board are liable for personal misconduct committed in the performance of their duties.They incur no liability in respect of management actions and their outcome.They may be found civilly liable for offenses committed by members of the Management Board if, having knowledge of such offenses, they have not disclosed them to the Shareholders’ Meeting. In 2017, the Supervisory Board met threeb(3) times, to approve both the performance of the business and its growth prospects in the medium to long term, with an average attendance rate of nearly 67%. Mohamed Boussaïd, Abdelouafi Laftit and Abderrahmane Semmar (three members) were appointed to the Supervisory Board on the recommendation of the Kingdom of Morocco and Eissa Mohamed Al Suwaidi, Mohammed Hadi Al Hussaini, Hatem Dowidar, Saleh Abdooli, Mohammed Saif Al Suwaidi and Serkan Okandan (six members) were appointed on the recommendation of Etisalat.

2.2.3.2 AUDIT COMMITTEE AND CODE OF ETHICS

2.2.3.2.1 Audit Committee Morocco Telecom has an Audit Committee, the main purpose of which is to assist the Supervisory Board in exercising its oversight responsibilities relating to financial reporting, internal control systems, risk management, audits, and compliance with the laws and regulations in force and with the Code of Ethics.

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MAROC TELECOM ____ 2017 Registration Document