MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

NOTES

Ordinary Shareholders’ Meeting of April 24, 2018

SIXTH RESOLUTION

(Februaryb24, 2003) determining the forms and conditions under which corporations can buy back their own shares on the stock exchange in view of regulating the share price; – and, of the AMMC (Moroccan securities authority) circular. And having heard the report of the Management Board on the share buyback program undertaken by Itissalat Al-Maghrib with a view towards regulating share price, has reviewed all items in the notice approved by the AMMC. The Ordinary Shareholders’ Meeting expressly authorizes the establishment of a new program by Itissalat Al-Maghrib to buy back its own shares on the stock exchange, in Morocco or abroad, as proposed by the Management Board. Incidentally, and subject to compliance with the current legal and regulatory provisions, the Shareholders’ Meeting expressly authorizes establishing a liquidity contract on the Casablanca stock exchange, backing this buyback program. The number of shares specified by this liquidity contract can under no circumstance exceed the lower of the following two limits: – 300,000 shares, or 20% of the total number of shares indicated in the buyback program; – the maximum limit allowed by the laws cited above.

Revocation of the current stock buyback program and authority to be given to the Management Board to trade in the Company’s shares and establish a liquidity contract on the Casablanca Stock Exchange The Shareholders’ Meeting, ruling under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, upon reading the Management Board’s report, revoked, with effect from May 10, 2018, the stock buyback program in view of regulating the share price as authorized by the Ordinary Shareholders’ Meeting of Aprilb25, 2017, and due to expire on Novemberb8, 2018. The Ordinary Shareholders’ Meeting, abiding by the terms and conditions of: – Articlesb279 and 281 of Lawb17-95 of Augustb30, 1996, pertaining to Moroccan corporations ( sociétés anonymes ), as amended and supplemented by Laws 20-05 and 78-12; – decreebno.b2-10-44 of 17 Rajab 1431 (Juneb30, 2010), amending and supplementing Decreebno.b2-02-556 of 22 Dou-al Hijja 1423

The characteristics of the new buyback program are as follows:

Stock concerned

Shares of Itissalat Al-Maghrib

Maximum number of shares to be held within the scope of the share buyback program, including shares covered by the liquidity agreement Maximum expenditure allowable for implementation of buyback program

0.17% of the capital i.e., 1,500,000 shares MADb283,500,000

6

Authorized period Program calendar

18bmonths

From Mayb10, 2018 to Novemberb8, 2019

Share price (excluding commissions): – Minimum sale price

MADb96 per share (or equivalent in euros) MADb189 per share (or equivalent in euros)

– Maximum sale price

Financing method

With free cash flow

SEVENTH RESOLUTION

The Shareholders’ Meeting hereby grants all powers unreservedly to the Chairman of the Management Board, or to any other member of the Management Board, to proceed with the revocation of the share buyback program authorized at the Ordinary Shareholders’ Meeting of Aprilb25, 2017, and to implement, within the limits set out above, in Morocco and abroad, the new share buyback program and the liquidity contract related thereto, at the dates and under the terms and conditions that said Board deems fit.

Powers to perform legal formalities Having satisfied the quorumandmajority requirements pertaining to Ordinary Shareholders’ Meetings, the Shareholders’ Meeting hereby gives the bearer an original, copy or extract of thebminutes of this meeting, in order to perform all formalities required by law.

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MAROC TELECOM ____ 2017 Registration Document