MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

2.2.1.13 STATUTORY AUDITORS Audits of the Company are conducted by at least two Statutory auditors who are appointed and perform their engagement according to law. 2.2.1.13.1 Appointment – Disqualification – Ineligibility During the life of the Company, the Statutory auditors are appointed for three fiscalbyears by the Ordinary Shareholders’ Meeting. The duties of the Statutory auditors expire after the Ordinary Shareholders’ Meeting called to approve the financial statements for the third fiscalbyear. Statutory auditors may be reappointed. A Statutory auditor appointed by a Shareholders’ Meeting to replace another will only remain in office for the remainder of the term of office of the Statutory auditor’s predecessor. If it is proposed at a Shareholders’ Meeting not to renew a Statutory auditor’s term of office when it expires, the Statutory auditor may, if the Statutory auditor so requests, address the Shareholders’ Meeting. One or more shareholders representing at least 5% of the share capital and/or theMoroccan Financial Market Authority (AMMC) may make a duly justified application to the President of the Commercial Court, ruling in summary proceedings, for the disqualification of the Statutory auditor(s) appointed by the Shareholders’ Meeting and for the appointment of one or more auditors to hold office in their place. For the matter to be referred to the court, a duly reasoned application must be submitted within a period of (30) thirtybdays from the disputed appointment. If the application is granted, the Statutory auditor(s) appointed by the President of the Commercial Court will remain in office until the appointment of new auditor(s) by the Shareholders’ Meeting. If it becomes necessary to appoint one or more auditors and if the meeting fails to do so, any shareholder may apply to the President of the Commercial Court, ruling in summary proceedings, for the appointment of the required Statutory auditor(s). The Statutory auditor(s) appointed by the President of the Court will remain in office until the appointment of the new Statutory auditor(s) by the Shareholders’ Meeting.The appointment of Statutory auditors must take into account the rules governing conflicts of interest. In the event of resignation, the Statutory auditors must prepare a report explaining the reasons for their decision. This document is submitted to the Supervisory Board and to the next Shareholders’ Meeting. It must be sent immediately to the AMMC. 2.2.1.13.2 Duties of Statutory auditors Statutory auditors have the permanent duty, to the exclusion of any interference in the management, to audit the book values, ledgers and accounting records of the Company and to verify that its accounts comply with the rules in force. They also verify the accuracy and consistency with the summary financial statements of the information set out in the management report of the Management Board and in the documents sent to shareholders concerning the Company’s assets, its financial position and its results of operations. The Statutory auditors ensure that equality between the shareholders has been observed. The Statutory auditors are invited to meetings of the Management Board and the Supervisory Board which approve the financial statements and to Shareholders’ Meetings.

The Statutory auditor(s) may, at any point throughout thebyear, conduct any inspections and audits that they deem appropriate, and may obtain disclosure, at the Company’s offices, of any documents they consider necessary for the performance of their duties and, in particular, any contracts, ledgers, accounting documents and registers ofbminutes. The summary financial statements and the Management Board’s management report are made available to the Statutory auditors at least sixtybdays prior to the notice convening theAnnual Shareholders’ Meeting. 2.2.1.14 AUDIT COMMITTEE Lawb78.12 amending and supplementing Lawb17-95 on corporations The latter is specifically responsible for ensuring that information is collected and presented to the shareholders, the public and the AMMC for monitoring the effectiveness of internal control systems, internal audits, the statutory audit of financial statements and the independence of auditors with particular focus on the provision of additional services. It also makes recommendations to the Shareholders’ Meeting on the Statutory auditor(s) whose appointment is proposed. In addition, it reports to the Supervisory Board on a regular basis on the performance of its duties and promptly informs of any difficulties encountered. 2.2.1.16.1 In Morocco The obligations concerning the thresholds for the disclosure of ownership of shares or voting rights in listed companies are described by Circular 01/04 of Juneb8, 2004. The following description summarizes these obligations. Holders of Company shares or other securities are advised to consult their legal advisors in order for them to prepare a declaration if the disclosure obligation is applicable to them. Any individual or legal entity, acting alone or in concert, who comes to hold, directly or indirectly, a number of shares representing more than a twentieth (5%), a tenth (10%), a fifth (20%), a third (33.33%), half (50%) or two-thirds (66.66%) of the Company’s capital or voting rights must, within five businessbdays of crossing above or below the shareholding threshold, inform the Company, theMoroccan Financial Market Authority (AMMC) and the Casablanca Stock Exchange of the total number of shares held and the attached voting rights. The date of crossing the shareholding threshold is the date of execution on the stock market of the order passed by the declarant. In addition to the statutory obligation mentioned above to inform the Company of crossing upward or downward the aforementioned thresholds for holdings of capital or voting rights, any individual or legal entity, acting alone or in concert, who comes to hold, directly or indirectly, a number of shares representingmore than 3%, 5%, 8%, 10%, and, above 10%, each 5%multiple of the Company’s capital or voting rights, is required to declare to the Company, by registered mail with acknowledgment of receipt, the total number of shares or voting rights held, within five stock exchange tradingbdays from the date of acquisition. 2.2.1.15 DISPOSAL OF SHARES Disposals of shares take place as provided by law. 2.2.1.16 SHAREHOLDING DISCLOSURE THRESHOLDS

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MAROC TELECOM ____ 2017 Registration Document