MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

The content and implementation of the proposals in the draft offer are guaranteed by the offeror and, if applicable, by any person acting as surety. The draft Public Offer filed with the AMMC must be accompanied, if applicable, by the prior authorization(s) of the competent authorities.Without this authorization, a draft public offer is inadmissible. Upon filing of the draft Public Offer, theAMMCwill publish a notice of filing of the draft Public Offer in an official journal of record reporting the main provisions of the proposal. The publication of such notice marks the start of the offer period. The AMMC discloses themain features of the draft public offer to the authorities, which then have twob(2) businessbdays to decide whether the draft is admissible in view of the national strategic interests. If the administration fails to publish its decision within twob(2)bdays, it is deemed not to have any comments to make. Upon filing of the draft Public Offer, the AMMC will request that the stock exchange management company suspend trading in the securities of the target of the draft Public Offer. The notice of suspension is published. The AMMC has ten (10) businessbdays from the publication to consider the admissibility of the draft offer and may require the offeror to produce any evidence or information required for its assessment. Under French regulations, this time limit is five (5) tradingbdays following the publication of the filing of the draft offer. As under French law, the offeror must amend the draft to comply with the recommendations of the AMMC if the latter considers that the draft violates the principle of equality among shareholders, transparency, market integrity and fairness in transactions and competition. In all cases, the AMMC has the authority to ask the offeror for any additional warranties or to require the deposit of margin in cash or securities. Reasons must be given for any decision of inadmissibility. Where an offer is declared admissible, the AMMC informs the offeror of its decision and publishes a notice of admissibility in an official journal of record. Concurrently, the AMMC asks the stock exchange management company to resume trading. Any proposed Public Offer must be accompanied by a prospectus whichmay be prepared jointly by theOfferor and the target company if it accepts the Offeror’s objectives and intentions. If not, the target company may separately prepare and file with the AMMC its own prospectus within a maximum period of five (5) tradingbdays from receipt of the Offeror’s prospectus. The latter is required to deliver a copy of its prospectus and its draft Public Offer to the target company on the day it files its draft Public Offer with the AMMC. The contents of the prospectus(es) is set by the AMMC, which has a maximum of twenty-five (25) businessbdays to approve the prospectus(es) from the date of filing. If it considers that additional justification or explanations are required, this period may be extended by ten (10) businessbdays. When this period has elapsed, the AMMC will grant or refuse approval, and reasons must be given for any refusal of approval. The management company centralizes the sale or exchange orders and communicates the results to theAMMC, which publishes a notice on the outcome of the offer in an official journal of record. Under French law, the AMF’s task is to check that the Offeror’s proposal complies with current regulations (audit of compliance). To that end, the AMF has ten (10) tradingbdays from the start of the offer period to examine, among other things, the objectives and intentions of the Offeror and the information contained in the draft prospectus. During this period, the AMF may request any explanation or justification

required for it to learn about both the draft offer and the draft prospectus. The deadline is suspended until receipt of the required documents. If the draft offer meets the required conditions, the AMF publishes a compliance statement that carries its approval of the prospectus. Under French law, the prospectus approved by the AMF must be widely publicized (i) in a daily economic and financial newspaper with national circulation or (ii) by being made available to the public, free of charge, by the Offeror and the target company and published in summary form, or be the subject of a press release the distribution of which is ensured by the Offeror, in accordance with established procedures. This publication must take place before the opening of the offer and no later than the second trading day following the issuance of approval. 2.2.1.17.2 Mandatory public offers TENDER OFFER Under the provisions of Articleb18 of Moroccan Lawb26-03 on public offers, as amended and supplemented by Lawb46-06, it is mandatory to file a tender offer where a person or entity, acting alone or in concert, comes to hold, directly or indirectly, a certain percentage of the voting rights of a company the shares of which are listed on the stock exchange. The Minister of Finance and Privatization’s Decreeb1874-04 of 11 Ramadan 1425 (Octoberb25, 2004) set at 40% the percentage of voting rights that requires the holder to make a take-over bid. Any individual or legal entity must, on its own initiative and within three businessbdays after crossing the threshold of 40% of the voting rights, file a draft public offer with the AMMC. Failing which, such person and those acting in concert with it automatically lose all the voting rights and the monetary and other rights that they may have in their capacity as shareholders. These rights are recovered only after the filing of a draft public offer. The AMMCmay grant an exception to the filing of a draft Mandatory Public Offer where: – crossing the percentage of 40% does not affect the control of the company concerned, particularly in the event of a capital decrease or a transfer of ownership of shares between companies in the same group; – voting rights result from direct transfer, from distribution of assets by a legal entity proportionate to the shareholders’ rights, following a merger or partial contribution of assets, or from subscription to the increase in capital of a company in financial difficulty. Applications for exemptions are filed with the AMMC within three businessbdays of crossing the threshold of 40% of the voting rights. The applications must include undertakings by this person to the AMMC not to take any action aimed at acquiring control of said company for a specified period or to implement a recovery plan to revive the company concerned if it is in financial difficulty. If the AMMC grants the requested exemption, the decision is published in an official journal of record. PUBLIC BUYOUT OFFER Under the provisions of Articleb20 of Moroccan Lawb26-03 on public offers, as amended and supplemented by Lawb46-06, it is mandatory to file a public buyout offer where a person or entity, acting alone or in concert, comes to hold, directly or indirectly, a certain percentage of the voting rights of a company the shares of which are listed on the stock exchange.

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MAROC TELECOM ____ 2017 Registration Document