MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

2.2.2.2 CURRENT SHAREHOLDER STRUCTURE AND VOTING RIGHTS OF THE COMPANY

2.2.2.2.1 Shareholder structure At Decemberb31, 2017, the share capital and voting rights of the Company were held as follows:

% of capital

Number of voting rights

% of voting rights

Shareholders

Number of shares

Société de participations dans les télécommunications (SPTb (a) )

465,940,477 263,728,575

53.00% 465,940,477 30.00% 263,728,575

53.00% 30.00%

Kingdom of Morocco

Senior managers

76,303

0.01%

76,303

0.01%

Public

149,106,908

16.96%

149,337,756

16.96%

243,077

0.03%

-

-

Treasury sharesb (b)

TOTAL

879,095,340

100% 879,083,111

100%

(a) SPT is a Moroccan corporation controlled 91.3% by Etisalat and 8.7% by Abu Dhabi Development Fund. (b) Maroc Telecom shares held directly or indirectly by the Company, both in the Casablanca and in the Paris stock market. These shares do not carry voting rights atbShareholders’ Meetings.

2.2.2.2.2 Potential capital At the date of this Registration Document, the Company had not issued any securities, other than ordinary shares, carrying direct or indirect rights to Company capital, immediately or in the future. Likewise, there is currently no stock-option plan reserved for

In 2006, the Moroccan government sold 0.10% of Maroc Telecom’s share capital,thereby reducing theKingdomof Morocco’s stake to34%. On Julyb2, 2007, the Moroccan Government placed 4% of Maroc Telecom’s shares on the Casablanca Stock Exchange at MADb130 per share. The sale took the form of a private placement for Moroccan and international institutional investors, with book building during the period Juneb26-28, 2007. On completion of the transaction, the Moroccan government held 30%of the share capital and voting rights of Maroc Telecom, and the free float had increased from15% to 19%. Under the terms of the agreement signed in 2007 between Vivendi and the CDG Group, Vivendi acquired 2% of Maroc Telecom’s share capital, thereby increasing its stake from 51% to 53% and reducing the free float to 17%. In addition, the CDG Group acquired a 0.6% stake in Vivendi. On Mayb14, 2014, under a service agreement between Emirates Telecommunications Corporation (“Etisalat”) and Vivendi, Etisalat took control of Société de Participation dans les Télécommunications (“SPT”), a holding company with 53% of the share capital and voting rights of the Company.

employees. 2.2.2.2.3

Changes in the Company’s shareholding structure

Maroc Telecom shares have been listed on both the Casablanca and Paris Stock Exchanges since Decemberb13, 2004, after the Kingdom of Morocco’s sale by public offering of a 14.9% stake in Maroc Telecom. On Novemberb18, 2004, the Kingdom of Morocco and Vivendi concluded an agreement regarding the acquisition by Vivendi of a 16% stake in Maroc Telecom. On Januaryb4, 2005, this agreement allowed Vivendi to increase its stake from35% to 51% through the acquisition of 140,655,260Maroc Telecom shares, thereby extending its control.

During the last threebyears, the share capital and voting rights of the Company were held as follows:

Dec. 31, 2017

% of share capital

Number of voting rights

% of voting rights

Shareholders

Number of shares

Société de Participation et de Télécommunication (SPTb (a) )

465,940,477 263,728,575

53.00% 465,940,477 30.00% 263,728,575

53.00% 30.00%

Kingdom of Morocco

Senior managers

76,303

0.01%

76,303

0.01%

Public

149,106,908

16.96%

149,337,756

16.96%

243,077

0.03%

-

-

Treasury sharesb (b)

TOTAL

879,095,340

100% 879,083,111

100%

(a) SPT is a Moroccan corporation controlled 91.3% by Etisalat and 8.7% by Abu Dhabi Development Fund. (b) Maroc Telecom shares held directly or indirectly by the Company, both in the Casablanca and in the Paris stock market. These shares do not carry voting rights atbShareholders’ Meetings.

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MAROC TELECOM ____ 2017 Registration Document