MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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FINANCIAL REPORT Statutory financial statements

2.2.

Agreements resulting from the acquisition of new subsidiaries – «Alysse Operation»

– Main terms: Itissalat Al Maghrib (IAM) substituted to ATH and GFI LLC in all their rights and obligations resulting from the above- mentioned agreements signed between ATH and Etisalat Bénin on one hand and GFI LLC and Etisalat Bénin on the other hand. All amounts due by Etisalat Bénin under these agreements shall be paid to IAM. In accordance with these agreements, Etisalat Bénin is still engaged to IAM at the same level as previously to ATH and to GFI LLC. – Services provided: — Technical assistance services: the revenues booked by Itissalat Al Maghrib for 2017 amount (after withholding taxes) to 80.2bmillion dirhams (calculated on the basis of 5% of the restated net revenue). — Brand licenses: the revenues booked by IAM for 2017 represented 14.4bmillion dirhams (calculated on the basis of 0.9% of the restated net revenue). — Loan: Loan balance: 122.6bmillion euros as of the end of 2017 (equivalent to 1,336bmillion dirhams). Itissalat Al Maghrib (IAM) booked financial revenue of 12.6bmillion euros (equivalent to 137.66bmillion dirhams). – Amounts received: Itissalat Al Maghrib (IAM) received a total payment of 25.2bmillions euros (equivalent to 274.7bmillion dirhams) during 2017. 2.2.3. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM TOGO (AT TOGO) – Parties concerned: — Itissalat Al Maghrib is the major shareholder of Atlantique Telecom Togo. – Agreement form: Written agreements. – Nature and purpose of the agreement: As of Januaryb26, 2015, IAM substituted toAtlantique TelecomSA (ATH) in all its rights and obligations resulting from the following agreements: — Technical assistance agreement between AT Togo and ATH on Julyb17 th , 2008. — Brand license agreement between AT Togo and ATH on Decemberb1 st , 2006. — Share loan agreement between ATTogo andATH on Augustb1 st , 2013, with an initial amount of 5.79 million euros. — Share loan agreement between ATTogo andATH on Augustb1 st , 2013, with an initial amount of 24 million euros. – Main terms: IAM substituted to ATH in all its rights and obligations resulting from the agreements listed above signed between ATH andATTogo.All amounts due by ATTogo under these agreements shall be paid to IAM. In accordance with these agreements, AT Togo is still engaged to IAM at the same level as previously toATH. – Services provided: — Technical assistance services: the revenues booked by Itissalat Al Maghrib for 2017 represented a net amount (after withholding taxes) of 48.6 million dirhams (calculated on the basis of 5% of the restated net revenue). — Brand licenses: the revenues booked by IAM for 2016 represented 8.7bmillion dirhams (calculated on the basis of 0.9% of the restated sales revenue). — Shareholder loans: Loan balance as of Decemberb31 st 2017: 11.3bmillion euros (equivalent to 122.8bmillion dirhams). During 2017, Maroc Telecom booked total financial revenue related to interests and penalties for respectively 0.6 million euros and 0.5bmillion euros (equivalent to 6.56 and 5.46bmillion dirhams) – Amounts received: As part of the management fees agreement, Itissalat AlbMaghrib (IAM) received a payment of 48.5bmillion dirhams during 2017.

Following the acquisition of the new subsidiaries “Alysse Operation” and since January 26, 2015, Itissalat Al Maghrib (IAM) substituted to Atlantique Telecom SA (ATH) and Golden Falcon Investments LLC (GFI LLC) in all their rights and obligations resulting from the agreements signed between ATH, GFI LLC and the subsidiaries acquired by IAM. These Agreements are as follows, by subsidiary: 2.2.1. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM CÔTE D’IVOIRE (AT CI) – Parties concerned: — Itissalat Al Maghrib is the major shareholder of Atlantique Telecom Côte d’Ivoire. – Agreement form: Written agreements. – Nature and purpose of the agreement: As of Januaryb26, 2015, IAM substituted to Atlantique Telecom SA (ATH) in all their rights and obligations resulting from the following agreements: — Technical assistance agreement between AT CI and ATH on Julyb4 th , 2006. — Brand license agreement between AT CI and ATH on Juneb12 th , 2006. — Share loan agreement betweenATCI andATH on Februaryb17 th , 2012, with an initial amount of 125bmillion euros. – Main terms: Itissalat Al Maghrib (IAM) substituted to ATH in all its rights and obligations resulting from the agreements listed above signed between ATH and AT CI. All amounts due by AT CI under these agreements shall be paid to IAM. In accordance with these agreements, ATbCI is still engaged to IAM at the same level as previously by ATH. – Services provided: — Technical assistance services: the revenues booked by Itissalat Al Maghrib for 2017 amount to (after withholding taxes) 138bmillion dirhams (calculated on the basis of 5% of the restated net sales revenue). — Brand licenses: the revenues booked by IAM for 2017 amounts to 24.8bmillion dirhams (calculated on the basis of 0.9% of the restated net sales revenue). — Shareholder loan: Itissalat AlbMaghrib received in 2017, as loan reimbursement, an amount of 4.1bmillion euros (equivalent to 44.7bmillion dirhams) and also interests and penalties for respectively 5.1bmillion euros and 0.2bmillion euros (equivalent to 56.1 and 2.2bmillion dirhams). – Amounts received: the company repaid the entire loan following the acquisition of the Moov subsidiaries, an amount of 9.4bmillion euros (equivalent to 102bmillion dirhams). 2.2.2. AGREEMENTS SIGNED WITH ETISALAT BÉNIN (ETB) – Parties concerned: — Itissalat Al Maghrib is the major shareholder of Etisalat Bénin. – Agreement form: Written agreements. – Nature and purpose of the agreement: As of Januaryb26, 2015, IAM substituted to Atlantique Telecom SA (ATH) and Golden Falcon Investments LLC (GFI LLC) in all their rights and obligations resulting from the following agreements: — Technical assistance agreement between Etisalat Bénin andATH on Novemberb3 rd , 2011. — Brand license agreement between Etisalat Bénin and ATH on Januaryb1 st , 2014. — Loan agreement between Etisalat Bénin and GFI LLC onMayb1 st , 2013.

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MAROC TELECOM ____ 2017 Registration Document