MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

FINANCIAL REPORT

Statutory financial statements

STATUTORY AUDITORS’ SPECIAL REPORT ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR JANUARY 1 TO DECEMBER 31, 2017

This is a free translation into English of our special audit report signed and issued in French and is provided solely for the convenience of English speaking users.This report should be read in conjunction and construed solely in accordance with Moroccan law and Moroccan professional auditing standards. Financial Year from January 1 st , 2017 to December 31 st , 2017 Dear Shareholders, As statutory auditors of the company, we hereby submit our report on related-party agreements, in accordance with Articles 95 to 97 of 17-95 Act, as amended and completed by Acts 20-05 and 78-12. Our responsibility is to present the main characteristics and modalities of the agreements which we have been informed of by the Chairman of the Supervisory Board or that we discovered during our engagement, without giving an opinion on their usefulness and appropriateness, or looking for the existence of other agreements. It is your responsibility, under the law above, to decide on their approval. We have performed the procedures that we considered necessary under the standards of the profession inMorocco.These procedures are designed to verify the consistency of the information provided to us with the documentation from which they originate.

— Atlantique Telecom Côte d’Ivoire (AT CIV). — Atlantique Telecom Togo (AT TOGO). — Atlantique Telecom Gabon (ATG). — Atlantique Telecom Niger (AT Niger). — Atlantique Telecom Centrafrique (AT RCA). — Prestige Telecom Côte d’Ivoire (Prestige CIV).

– Services provided: The agreement concerns the payment by Itissalat Al Maghrib (IAM) of total amount of 474bmillion euros (equivalent to 5.16bbillion dirhams) for the acquisition of the above- mentioned subsidiaries (Shares and debts). The payment was not yet realized at Decemberb31, 2014. Moreover, in accordance with the acquisition agreement, in 2015 IAM received a loan of 200bmillion USD at zero interest rate from Etisalat, which at 2015, 2016 and 2017 has been reallocated to newly acquired subsidiaries (AT CIV, AT Niger, AT RCA) for 176 million USD. – Amounts paid: — In 2017, Itissalat Al Maghrib (IAM) paid a total amount of 1.1bbillion dirhams to Etisalat Benin International andAtlantique Telecom SA under the acquisition agreement. The remaining amount due by IAM amounts to 1.8bbillion dirhams by the end of 2017. — Itissalat Al Maghrib (IAM) has also granted loans to its subsidiaries after the completion of the “Alysse Operation”. The movements of these loans in 2017 are detailed as below: Atlantique Côte d’ivoire: — Loan granted earlier to 2017: 62.5b million euros as of Decemberb31 st , 2017 (equivalent to 673bmillion dirhams). IAM booked a revenue related to interests and penalties for respectively 3.95bmillion euros and 0.015bmillion euros in 2017 (equivalent to 43.16 and 0.16bmillion dirhams). — Loan granted in 2017: 38.1bmillion euros as of Decemberb31 st , 2017 (equivalent to 409.5bmillion dirhams). IAM booked a revenue related to interests and penalties for respectively 1.9bmillion euros and 0.008bmillion euros in 2017 (equivalent to 20.76 and 0.09bmillion dirhams) — Amount paid: No amount was collected by IAM for the financial year 2017. Atlantique Niger: — Loan: 29,3 million euros as of December 31 st , 2017 (equivalent to 314 million dirhams). IAM booked a revenue related to interests and penalties for respectively 1.5 million euros and 0.05 million euros in 2017 (equivalent to 16.39 and 0.55 million dirhams). — Amount paid: No amount was collected by IAM for the financial year 2017. Atlantique RCA: — Loan: At December 31 st , 2017,the total current account advances granted to this subsidiary amount to 9.15million euros (equivalent to 99.8bmillion dirhams). IAM booked a revenue related to interests and penalties for respectively 0.51bmillion euros and 0.01bmillion euros in 2017 (equivalent to 5.57 and 0.11bmillion dirhams). — Amount paid: an amount of five thousands euros (equivalent to 55bthousands dirhams) was collected by IAM for the financial yearb2017.

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1.

RELATED-PARTY AGREEMENTS CONCLUDED IN 2017

None

2.

RELATED-PARTY AGREEMENTS CONCLUDED IN PREVIOUS YEARS THAT REMAINED EFFECTIVE IN 2017

2.1.

Agreement related to the acquisition of Etisalat subsidiaries

– Parties concerned: — Etisalat is the major shareholder of IAM. — M. Eissa Mohammad AL SUWAIDI is vice-president of the Supervisory Board of IAM. — Mohammad Hadi AL HUSSAINI is member of the Supervisory Board of IAM. — Hatem DOWIDAR is member of the Supervisory Board of IAM. — Saleh ABDOOLI is member of the Supervisory Board of IAM. — Serkan OKANDAN is member of the Supervisory Board of IAM. – Agreement form: Written agreement. – Nature and purpose of the agreement: Acquisition of participation securities. – Main terms: In May 2014, Itissalat Al Maghrib (IAM) concluded an agreement with Etisalat subsidiaries (Etisalat International Benin Ltd and Atlantique Telecom SA) on the acquisition of subsidiaries presented below: — EtisalatBénin SA (ETB).

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MAROC TELECOM ____ 2017 Registration Document