MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

The declaration mentioned above must also be made when the shareholding falls below the thresholds indicated above. In each declaration referred to above, the declarant must certify that the declarationmade comprises all the shares or voting rights owned or held. It must also indicate the dates of acquisition or transfer of shares. Any individual or legal entity, acting alone or in concert, who comes to hold, directly or indirectly, a number of shares representing more than one-tenth (10%) or one-fifth (20%) of the capital or voting rights of the Company must, within five businessbdays of crossing above one of these thresholds, inform the Company, theMoroccan Financial Market Authority (AMMC) and the Casablanca Stock Exchange of the objectives it intends to pursue in the subsequent twelve (12)bmonths, clarifying whether it is acting alone or in concert, whether it plans to stop or continue buying shares, whether it plans to nominate members for the corporate bodies, and whether or not it intends to take control of the Company. The date of crossing a threshold referred to in the previous paragraph is the date when the order passed by the declarant is executed on the stock market. Without prejudice to the provisions of public order and within the mandatory provisions of the law, in the event of non-compliance with the above reporting obligation, the shares exceeding the fraction that should have been declared are stripped of the right to vote at any Shareholders’ Meeting held until the expiration of a period of twob(2)byears from the date of the violation. Holders of shares may also be subject to reporting obligations provided for byMoroccan royal decree (Dahir) 1-04-21 promulgating Lawb26-03 relating to tender offers on the stock market, as amended and supplemented by Lawb46-06. 2.2.1.16.2 In France The provisions of the General Regulations of the French Financial Markets Regulator (AMF), concerning the method for calculating declarations of crossing the shareholding thresholds, the content, the distribution and finally the declaration of intent, applicable to the Company, are defined as follows: In calculating the shareholding disclosure thresholds, the person liable for the information takes into account the shares and voting rights it holds, as well as the shares and voting rights considered equivalent to them, and determines the fraction of the share capital and voting rights which it holds on the basis of the total number of shares representing the share capital of the Company and the total number of voting rights attached to these shares. Content of and methods for delivering the declaration of crossing the shareholding disclosure threshold(s): – persons to notify the AMF must do so no later than the fourth trading day after crossing the shareholding threshold. The AMF publishes on its website the calendar of tradingbdays on the different regulated markets established or operating in France; – declarations of crossing the shareholding disclosure threshold must be prepared based on the template provided in the AMF guidelines concerning declarations of crossing the shareholding threshold available on the website www.amf-france.org . They may be transmitted electronically to the AMF. The AMF then informs the public about the declarations within a maximumof three tradingbdays after the receipt of the completed declarations. The different applicable thresholds are as follows: 5%, 10%, 15%, 20%, 25%, 30%, 33%, 50%, 66%, 90% and 95%.

Declaration of intent: – the declaration of crossing the threshold(s) of 10%, 15%, 20% or 25% of the capital or voting rights results in the obligation to make a declaration of intent for the next sixbmonths. Such declaration must indicate whether the purchaser is acting alone or in concert, whether it plans to stop or to continue buying or to acquire control of a company, the strategy which it plans with regard to the issuer, and if it plans to ask the issuer to appoint the declarant or one or more persons as a Director or as a member of the Management Board or of the Supervisory Board. It must be sent to the Company whose shares were acquired and to the AMF within ten tradingbdays. This information is disclosed to the public in accordance with the terms set forth in the General Regulations of the AMF. The penalty attached to failure to declare the crossings of shareholding thresholds or to irregularities in these declarations (loss of voting rights attached to shares exceeding the fraction that should have been declared for any Shareholders’ Meeting to be held within twobyears from the date of proper notice) also applies to failure to make a declaration of intent. 2.2.1.17 PUBLIC OFFERS Public offers under Moroccan law are governed by Lawb46-06 amending and supplementing Lawb26-03 of Aprilb21, 2004. A public offer is defined as a procedure that enables an individual or legal entity (called the offeror), acting alone or in concert, tomake it known publicly that it proposes to acquire, exchange or sell all or part of the securities giving access to the share capital or voting rights of a company the securities of which are listed. As under French law, public offers can be voluntary or mandatory when certain conditions are met. 2.2.1.17.1 Voluntary Public Offers Any individual or legal entity, acting alone or in concert, wishing to make it known publicly that it intends to sell or purchase securities listed on the stock exchange may file a draft Public Offer for the purchase or sale of said securities. Unlike French law, which requires the involvement of the sponsoring institutions, under Moroccan law, a draft public offer is filed by the offeror with the Moroccan Financial Market Authority (AMMC) and must include: – the objectives and intentions of the offeror; – the number and type of shares that the Company holds or expects to hold; – the date and terms on which their purchase has been or may be carried out; – the price or exchange ratio at which the offeror is offering to acquire or dispose of the securities, the basis it has selected for setting them and the planned terms of settlement, delivery or exchange; – the number of securities involved in the draft public offer; and – if applicable, the percentage, expressed in voting rights, below which the offeror reserves the right to withdraw its offer. The draft public offer must be accompanied by a prospectus.

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MAROC TELECOM ____ 2017 Registration Document