MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

2.2.1.17.4 Rules relating to target companies and to the offerors of a public offer During the period of a public offer, the offeror, and the persons with whom the offeror acts in concert, may not, in the case of a joint offer, trade in securities of the target company nor in securities issued by the company whose securities are offered in exchange. In the event of a voluntary public offer, the offeror may withdraw its offer within the five tradingbdays following the publication of the notice of admissibility of a competing offer or of an overbid. The offeror informs the AMMC of its decision to abandon, which is published by the latter in an official journal of record. This option exists under the French regulations as well. During the period of the public offer, the target company and, if applicable, the persons acting in concert with such, may not trade, directly or indirectly, in the securities of the target company. Where the public offer is paid entirely in cash, the target company may, nonetheless, proceed with a share buyback program if a resolution of the Shareholders’ Meeting which authorized the program has expressly provided for this. During the period of the public offer, the target company, the offeror, the individuals or legal entities directly or indirectly holding at least 5% of the capital or voting rights of the target company, and any other individuals or legal entities acting in concert with them, must, after each trading session, declare to the AMMC the buy and sell transactions that they have executed in the securities concerned by the offer, as well as any transaction that transfers the ownership of the shares or voting rights of the target company, immediately or in the future. Any authorization of a capital increase adopted by the Extraordinary Shareholders’ Meeting of the target company is suspended for the period of the public offer or the exchange offer for the shares of said company, and the target company may not increase its treasury stock holdings. During the period of the public offer, the competent bodies of the target company must first notify the AMMC of any planned decision, within their powers, that would prevent the completion of the public offer or of a competing offer. Under French law, the offeror of a public offer and the persons acting in concert with it may, subject to exceptions, purchase the securities of the target company in the market, on certain conditions as to price. These rules also apply to own-account trades by an institution advising the offeror or the target company. The General Regulations of the AMF also impose obligations to declare buy and sell transactions in securities concerned by the offer. 2.2.1.17.5 AMMC Supervision and Monetary Penalties The offerors of a public offer, the target companies and the persons acting in concert with them are subject to control by the AMMC, which ensures the orderly conduct of such offers in the best interests of investors and themarket.TheAMMCmay impose civil and criminal penalties.

The Minister of Finance and Privatization’s Decreeb1875-04 of 11 Ramadan 1425 (Octoberb25, 2004) set at 95% the percentage of voting rights that requires the holder to make a public buyout offer. The persons who file such an offer must, on their initiative and within three businessbdays after crossing the threshold of 95% of the voting rights, file a draft public buyout offer with the AMMC. Failing which, they automatically lose all voting, 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 buyout offer. The filing of a public buyout offer may also be imposed by theAMMC or the individual(s) or legal entity(ies) holding, alone or in concert, a majority of the capital of a company the shares of which are listed on the stock exchange, at the request of a group of shareholders that do not belong to the majority group, provided that several conditions are met including the requirement for the person(s) holding a majority simultaneously to hold 66% of the voting rights (Minister of Finance and Privatization Decreeb1873-04 dated 11 Ramadan 1425). It is alsomandatory for the individuals or legal entities holding, alone or in concert, a majority stake in the company, to file a public buyout offer if the shares of a company are delisted for whatever reason. 2.2.1.17.3 Competing public offers and overbidding Public offers may be subject to one or more competing public offers or overbidding. A competing public offer is a procedure by which any individual or legal entity, acting alone or in concert, may, from the opening of a public offer and no later than five tradingbdays before its closing date, file with the AMMC a competing public offer for the securities of the company targeted in the initial offer. Overbidding is the process by which the offeror of the initial public offer improves the terms of its initial offer, either on its own initiative or as a result of a competing public offer, by changing the price or the type or amount of the securities or the terms and conditions of payment. An offeror who wishes to make a higher offer must file the amendments proposed to its initial public offer with the AMMC no more than five tradingbdays before the closing date of its initial offer. The AMMC assesses the admissibility of the overbidding offer within five tradingbdays from the filing of the draft offer. The offeror of a public offer prepares and submits a supplementary prospectus to the AMMC for approval. Where more than ten weeks have passed since the publication of the opening of a public offer, the AMMC may, in order to expedite the competition between the public offers, set a deadline for the submission of overbids or of successive competing public offers. If there is a competing public offer, the offeror of the initial or previous public offer must, no later than tenbdays before the closure of said public offer, inform the AMMC of its intentions. It may maintain its offer, abandon it or change it with a higher bid. Under French law, a competing tender offer or an overbid must be drafted with a price which is at least 2% higher than the price stipulated in the initial offer. In other cases, it may also be declared admissible if it is accompanied by a significant improvement in the terms and conditions proposed to the shareholders. Finally, it may also be declared admissible if, without modifying the terms stipulated in the previous offer, it removes or lowers the threshold below which the offeror would not have responded to the offer.

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MAROC TELECOM ____ 2017 Registration Document