MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

2.2.2 ADDITIONAL INFORMATION ABOUT THE COMPANY

2.2.2.1 SHARE CAPITAL

The heirs, creditors, assigns or other representatives of a shareholder may not, under any pretext whatsoever, require official seals to be placed on the property and assets of the Company, nor request that these be divided or offered for sale at auction nor interfere in any way in its management. When exercising their rights, they must rely on the corporate inventories and the decisions of the Shareholders’ Meeting. Whenever it is necessary to own several shares in order to exercise any right, the owners of single shares or of less than the required number of shares will be personally responsible for consolidating and if necessary buying or selling the required number of securities or rights. 2.2.2.1.4 Acquisition by the Company of its own shares MOROCCAN LAWS According to Moroccan laws and the Company’s Bylaws, the Company may acquire its own fully paid shares, up to a limit of 10% of the total of its shares and/or of a specific category of its shares. Pursuant to Decreeb2-02-556 of Februaryb24, 2003, as amended and supplemented by Decreeb2-10-44 of Juneb30, 2010, and to AMMC Circular of Februaryb2011, replaced by the circular of Januaryb2012, the circular of Octoberb2013 and the Circular of Octoberb2014, any corporation whose shares are listed on the Casablanca Stock Exchange wanting to buy back its own shares in order to regulate their price must prepare a factsheet which must be submitted to the AMMC for approval prior to holding the Shareholders’ Meeting convened to vote on the transaction. Trading by the Company in its own shares in order to regulate their price must not interfere with the normal functioning of the market. A company which trades in its own shares must, no later than the seventh day following the end of thebmonth in question, notify the AMMC about the transactions executed in the share. If a company does not trade its own shares during any givenbmonth, it must inform the AMMC thereof within the same deadline. During the implementation of the buyback program, any changes to the number of shares to be acquired, to the maximum purchase price and minimum sale price, and to the deadline within which the acquisition is to be made, must promptly be brought to the attention of the public by way of a press release published in an official journal of record. Such changes must remain within the limits of the authorization given by the Shareholders’ Meeting. FRENCH REGULATIONS Following the admission of its shares to trading on a regulatedmarket in France, the Company is subject to the regulations summarized below. In accordance with the General Regulations of theAMF, the purchase by a company of its own shares is conducted in terms of a prospectus entitled “ProgramDescription,” which is not subject toAMF approval. Under said regulation and under European Commission Regulation 2273/2003 of Decemberb22, 2003, a company may not trade in its own shares for the purpose of manipulating the market. After purchasing its own shares, a company is required to render the details of all of its transactions public before the end of the seventh trading day following the date of execution and to file, with the AMF,bmonthly reports containing specific information about the transactions involved and a semi-annual account of the means in securities and in cash involved.

2.2.2.1.1 Amount of capital subscribed The share capital of Itissalat Al-Maghrib is MADb5,274,572,040, divided into 879,095,340 shares with a par value of MADb6 each, all of the same class and fully paid in. The nominal value of the shares may be increased or reduced as provided for by current laws and regulations. The share capital may be increased, reduced or redeemed by decision ofbthe relevant Shareholders’ Meeting and as provided by current laws and regulations. 2.2.2.1.2 Form of shares The shares are in registered or bearer form, at the shareholder’s choice. The Company maintains a register of transfers at its registered office in which subscriptions and transfers of registered shares are recorded in chronological order. The register is numbered and initialed by the President of the Court. Any holder of a registered share issued by the Company is entitled to obtain a true copy certified by the President of theManagement Board. If the register is lost, copies are authentic. The Company reserves the right not to create its securities in physical form. In accordance with current legal provisions concerning the registration of securities, the Company’s shares must be evidenced by an account entry with the central depository. INDIVISIBILITY OF SHARES The shares are indivisible with respect to the Company, which only recognizes one owner for each share. Joint owners are required to appoint a joint representative in respect of the Company to exercise their rights as shareholders. In the absence of an agreement, a proxy is appointed by the President of the Court, ruling in summary proceedings, on application by the most vigilant co-owner. However, the right to receive documents required by law belongs to each of the joint owners of undivided shares, and to each of the bare owners and usufructuaries. 2.2.2.1.3 Rights and obligations attached to shares Each share confers the right to one part, in proportion to the percentage of the capital it represents, of the profits or in the corporate assets, on distribution, both during the life of the Company and in liquidation. Every shareholder has the right to be informed about the progress of the Company and to obtain disclosure of certain corporate documents at the times and in the manner provided for by law and by the Bylaws. Shareholders are only liable for corporate debt up to the nominal amount of the shares they own; any call for funds beyond this sum is not permitted. The rights and obligations attached to a share follow ownership whenever it changes. Share ownership will automatically imply acceptance of the Company’s Bylaws and the resolutions of Shareholders’ Meetings and of the Supervisory andManagement Board, acting upon delegations of authority from Shareholders’ Meetings.

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MAROC TELECOM ____ 2017 Registration Document