MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

2.2.1.12.8 Ordinary Shareholders’ Meetings POWERS AND RESPONSIBILITIES Ordinary Shareholders’ Meetings decide on all administrative matters that exceed the powers of the Supervisory Board and the Management Board and which are not within the powers of Extraordinary Shareholders’ Meetings. AnOrdinary Shareholders’ Meeting is held at least once abyear, within sixbmonths of the fiscalbyear-end. This Shareholders’ Meeting hears the reports of the Management Board and of the Statutory auditor(s). It considers, amends, and approves or rejects the financial statements. It votes on the distribution and appropriation of profits. It appoints and removes the members of the Supervisory Board, removes the members of the Management Board and appoints the Statutory auditors. QUORUM AND MAJORITY Ordinary Shareholders’ Meetings are regularly constituted and may validly deliberate on first call if the shareholders present or represented hold at least one quarter of the shares with voting rights, excluding shares acquired or accepted as security by the Company. If there is no quorum, a secondmeeting is called for which no quorum is required. At Ordinary Shareholders’ Meetings, resolutions are passed by a majority vote of the shareholders present or represented. 2.2.1.12.9 Extraordinary Shareholders’ Meetings POWERS AND RESPONSIBILITIES Only Extraordinary Shareholders’ Meetings are authorized to amend any or all the provisions of the Bylaws. However, they may not change the nationality of the Company nor increase the obligations of shareholders without the consent of each of them. They may decide to transform the Company into a company with any other form, subject to compliance with the legal provisions applicable on this subject. QUORUM AND MAJORITY Extraordinary Shareholders’ Meetings are only duly constituted and may only validly deliberate if the shareholders present or represented at the first meeting called hold at least half or, at the secondmeeting called, one quarter of the shares providing the right to vote, excluding shares purchased or accepted as security by the Company. In the absence of a quorum representing one quarter, the second meetingmay be postponed to a date nomore than twobmonths after the meeting at which it had been called and may duly be held with the presence or representation of shareholders representing at least one quarter (1/4) of the share capital. At Extraordinary Shareholders’ Meetings, resolutions are passed by a two-thirds majority vote of the shareholders present or represented.

Joint owners of undivided shares are represented at Shareholders’ Meetings by one of them or by a single proxy. Shareholders who have pledged their shares retain only the right to attend Shareholders’ Meetings. 2.2.1.12.5 Committee – Attendance register COMMITTEE Shareholders’ Meetings are chaired by the Chairman or the Deputy Chairman of the Supervisory Board. Otherwise, the meeting elects its own Chairman. The Chairman of the Shareholders’ Meeting is assisted by twob(2) shareholders representing the largest number of shares, either in their own right or as proxies, who, subject to their acceptance, are appointed as tellers.The committee thus formed appoints a Secretary who need not be a shareholder attending the meeting. ATTENDANCE REGISTER An attendance register is maintained at each Shareholders’ Meeting showing the first name(s), the family name and the address of the shareholders and, if applicable, their representatives, and the number of shares and votes they hold. This attendance register is initialed by all shareholders present and by the proxies of those absent. It is then certified by the members of Members of the Shareholders’ Meeting have as many votes as the shares they hold or represent, including by means of voting proxies or other powers. Voting rights attached to shares belong to the usufructuary at Ordinary Shareholders’ Meetings and to the bare owner at Extraordinary Shareholders’ Meetings. If shares are pledged, the owner exercises the right to vote. The Company may not vote using shares that it has acquired or accepted as security. Any shareholder may vote by mail in accordance with current regulations. Shareholders exercising a postal vote are treated as shareholders present or represented when their postal voting form is received by the Company at least twobdays before the Shareholders’ Meeting. 2.2.1.12.7 Minutes Minutes of Shareholders’ Meetings are recorded in a special register kept at the registered office, numbered and initialed by the Registrar of the Court of the place where the Company’s registered office is located. Copies or extracts of thebminutes are certified only by the Chairman of the Supervisory Board or by the Deputy Chairman of the Supervisory Board, signing jointly with the Secretary. the Meeting Committee. 2.2.1.12.6 Voting

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MAROC TELECOM ____ 2017 Registration Document