MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

The distributable profit consists of net profit for the fiscalbyear, after allocation to the legal reserve and allocation of net income carried over from previousbyears. The Shareholders’ Meeting may deduct from the profit any amounts that it deems appropriate to allocate to any ordinary or extraordinary discretionary reserve funds or to carry forward, within the limit of a maximum total amount equal to half (1/2) the distributable profit, unless an exception has been authorized by the Supervisory Board by a majority of three-quarters (3/4) of those members of the Supervisory Board who are present or represented. The balance is allocated to the shareholders in the formof dividends, the total amount of which must be equal to at least half (1/2) the distributable profit, unless an exception has been authorized by the Supervisory Board by a majority of three-quarters (3/4) of those members of the Supervisory Board who are present or represented. To the extent permitted by law, the Shareholders’ Meeting may decide, exceptionally, to distribute sums withdrawn from the discretionary reserves which it controls. (See also Sectionb2.2.5. The arrangements for the payment of dividends approved by the Ordinary Shareholders’ Meeting are set by the meeting itself or, failing this, by the Management Board. This payment will be made within a maximum period of nine (9)bmonths after the fiscalbyear-end, subject to an extension of this period by order of the President of the Court, ruling in summary proceedings, at the request of the Supervisory Board. After fivebyears from the dividend payment date, the dividends are prescribed and lapse to the benefit of the Company. Sums not collected and not prescribed constitute a claim by the beneficiaries that does not bear interest against the Company unless they are converted into loans on terms and conditions determined by mutual agreement. If the shares are encumbered by a usufruct, the dividends are due to the usufructuary. However, the proceeds from a distribution of reserves, excluding retained earnings, are allocated to the owner. 2.2.1.12.1 Shareholders’ Meetings The collective decisions of the shareholders are made at Shareholders’ Meetings, which can be ordinary or extraordinary depending on the nature of the decisions for which they are called. Duly convened Shareholders’ Meetings represent all the shareholders and their resolutions are binding on everyone, including the absent, incapacitated and objectors or shareholders deprived of the right to vote. 2.2.1.12.2 Convening of Shareholders’ Meetings Shareholders’ Meetings are convened by the Management Board. Otherwise, in an emergency, Ordinary Shareholders’ Meetings may also be called: – by one or more Statutory auditors, who may only do so after unsuccessfully requesting that the meeting be called by the Management Board; – by a proxy appointed by the President of the Court following a summary application fromany interested party or fromone or more shareholders representing at least one-tenth of the share capital; “Dividends and dividend policy”). Payment of dividends 2.2.1.12 SHAREHOLDERS’ MEETINGS

– by the liquidator(s) in the event of dissolution of the Company and during its liquidation; – by the shareholders holding a majority of the capital or voting rights following a public tender or exchange offer or after the disposal of a block of shares changing the control of the Company; and – by the Supervisory Board. Shareholders’ Meetings are called and deliberate as provided by law. The Company is required, at least thirty (30)b days before a Shareholders’ Meeting, to publish, in a newspaper appearing in the list established by the Minister of the Economy and Finance, a notice of meeting containing the information required by law and the text of the draft resolutions to be presented to the Shareholders’ Meeting by the Management Board. The Company is required, at least fifteen (15)b days before a Shareholders’ Meeting, to publish, in a newspaper appearing in the list established by the Minister of the Economy and Finance, a notice of meeting including, if applicable, information on how to vote by mail. The Company must publish in an official journal of record, at the same time as the call to the Annual Ordinary Shareholders’ Meeting, the summary financial statements for the previous fiscalbyear prepared in accordance with the legislation in force (which must include the balance sheet, the income statement, the schedule of income statement balances and the cash flow statement) and the report of the Statutory auditor(s) on those statements. Any changes to these documents must be published in an official journal of record by the Company within twentybdays of the date of holding the Annual Ordinary Shareholders’ Meeting. Meetings are held either at the registered office or at another location specified in the call to meeting. 2.2.1.12.3 Agenda The agenda for meetings is set by the person calling the meeting. However, one or more shareholders representing at least two percent (2%) of the share capital may request that one or more draft resolutions be included in the agenda. Regardless of the number of shares held, every shareholder has the right, on proof of identity, to attend Shareholders’ Meetings, on condition: – for holders of registered shares: that these are registered in the name of the holder in the records of the Company; – for holders of bearer shares: that the bearer shares, or a certificate of deposit issued by the depository of these shares, are lodged at the place mentioned in the notice convening the meeting; and – if applicable, to provide the Company, in accordance with the provisions in force, with any document that can be used to identify such shareholder. These formalities must be completed no later than five (5)bdays before the date of the Shareholders’ Meeting, unless a shorter period is specified in the notice of meeting or in current mandatory legal The Shareholders’ Meeting is composed of all the shareholders regardless of the number of shares held. Corporate shareholders are represented by their proxy who need not be a shareholder. A shareholder may be represented by another shareholder, the shareholders’ guardian, spouse or by an ascendant or descendant of the shareholder, without it being necessary that the latter, personally, be shareholders, or by any company whose corporate purpose is the management of portfolios of securities. provisions reducing this period. 2.2.1.12.4 Composition

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MAROC TELECOM ____ 2017 Registration Document