MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

Dec. 31, 2016

% of chare 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

2

Senior managers

76,303

0.01%

76,303

0.01%

Public

149,337,756

16.99% 149,337,756

16.99%

12,229

0.00%

-

-

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.

Dec. 31, 2015

% 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

53.03% 30.01%

Kingdom of Morocco

Senior managers

76,303

0.01%

76,303

0.01%

Public

148,980,243

16.97% 148,980,243

16.95%

369,742

0.04%

-

-

Treasury sharesb (b)

TOTAL

879,095,340

100% 878,725,598

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.

2.2.2.2.4 Shareholders’ Agreements SHAREHOLDERS’ AGREEMENT BETWEEN THE KINGDOM OF MOROCCO AND EMIRATES TELECOMMUNICATIONS CORPORATION REGARDING MAROC TELECOM SHARES On Mayb 15, 2014, Emirates Telecommunications Corporation (“Etisalat”), Société de Participation dans les Télécommunications (“SPT”), which is a subsidiary of Etisalat, and the Kingdomof Morocco concluded a Shareholders’ Agreement pertaining toMaroc Telecom (“the Company”). The key provisions governing the relationships between the Kingdomof Morocco and Etisalat Group are as follows: Organization of powers in the management bodies of Maroc Telecom Supervisory Board The Shareholders’ Agreement stipulates that the Supervisory Board will be composed of no more than nine members. The allocation of seats on the Supervisory Board will depend on the percentage of the Kingdomof Morocco’s interest in the share capital and voting rights of the Company, as follows: – if the interest of the Kingdomof Morocco is at least equal to 15%of the share capital and voting rights of the Company, threemembers of the Supervisory Board will be appointed upon proposal by the Kingdom of Morocco and six by Etisalat; – if the interest of the Kingdom of Morocco is less than 15% but at least equal to 5% of the share capital and voting rights of the Company,onemember of the Supervisory Boardwill be appointed upon proposal by the Kingdom of Morocco and eight by Etisalat.

The Chairman of the Supervisory Board will be appointed by the Supervisory Board as proposed by the Kingdom of Morocco for as long as the Kingdomof Morocco holds at least 15%of the shares and voting rights of the Company. If the Kingdom of Morocco’s interest in the share capital and voting rights of the Company is less than 15% but at least equal to 5%, Etisalat will be entitled to propose the Chairman of the Supervisory Board and the Kingdom of Morocco will be entitled to propose the Deputy Chairman of the Supervisory Board. The Deputy Chairman of the Supervisory Board will be appointed by the Supervisory Board on the proposal of Etisalat for as long as the Kingdom of Morocco is entitled to propose the appointment of the Chairman and Etisalat is entitled to propose the majority of the members of the Supervisory Board. In addition, the majority principles applicable to the Supervisory Board were incorporated into the Company’s Bylaws at the Shareholders’ Meeting of Septemberb23, 2014. Management Board The allocation of seats on the Management Board will depend on the percentage of the Kingdom of Morocco’s interest in the share capital and voting rights of the Company, as follows: – if the interest of the Kingdomof Morocco is at least equal to 15%of the share capital and voting rights of the Company, two members of the Management Board will be appointed on the proposal of the Kingdom of Morocco and three, including the Chairman, by Etisalat; – if the interest of the Kingdom of Morocco is less than 15% but at least equal to 9% of the share capital and voting rights of

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MAROC TELECOM ____ 2017 Registration Document