MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

Similarly, dividends and other income from investments resulting from the distribution of foreign profits are included in the operating income of the beneficiary company with a 100% allowance. This measure applies to dividends and other income from investments received after Januaryb1, 2008; Notebthat dividends paid to residents of countries with which the Kingdom of Morocco has signed double taxation treaties may be subject to taxation at a rate below 15%, if the treaties provide for such a rate. International law effectively prevails, in accordance with theMoroccan Constitution. If the double taxation agreement provides for a rate below 15%, the rate stipulated in the agreement is applied. For example, the rate of 15% applies in the case of a beneficiary resident in France, because the double taxation agreement between Morocco and France makes provision for a 15% withholding tax on dividends (the same rate as under ordinary law). Under the agreement between Morocco and UAE: – a rate of 5% applies if the equity held in the Company paying dividends is 10% or more; – a rate of 10% applies if the equity held is less than 10%. Similarly, these persons are usually entitled to a tax credit with the tax authorities in their country for the tax paid inMorocco, in accordance with the procedures to avoid double taxation, where this is allowed under the tax regulations in their country. Moroccan exchange regulations allow foreign shareholders to transfer dividends abroad, on the condition that they present a certain number of documents to an approved intermediary, primarily: – transfer orders; – the balance sheets and income statements, as these are understood by the Tax Authorities, as well as the supporting documents relating to the fiscalbyear in respect of which the transfer is requested, and the statement of non-accounting corrections applied to obtain the taxable income; – thebminutes of the Ordinary Shareholders’ Meeting(s) at which the Company’s results were discussed, showing the distribution of profits and the amount of dividends paid out; – the list of shareholders and foreign or Moroccan Directors residing abroad, indicating their identity, nationality, address and the number of shares held by each of them; – documentary evidence of the withholding tax paid. FRENCH TAX TREATMENT Shareholders should note that the French tax treatment is described below only for guidance and is not an exhaustive description of the tax situation applicable to each shareholder. Shareholders should therefore take advice from their tax advisers regarding the tax applicable to their specific situation and in particular concerning the acquisition, ownership or transfer of the Company’s shares. Individuals holding shares as part of their private assets and not habitually executing trades on the stock exchange In accordance with the provisions of Articleb25-2 of the Tax Treaty signed on Mayb29, 1970 by and between the Republic of France and the Kingdomof Morocco (the “Tax Treaty”), a shareholder resident in

France is entitled to take a tax credit chargeable against the amount of tax on the income in France payable on this same income. The amount is set out in Articleb25-3 of the Tax Treaty at a flat rate of 25% of the gross amount of the dividends distributed (before application of Moroccan withholding tax). The net dividends received, plus the tax credit attached to them, are taken into account in determining the total income of the taxpayer under investment income and are subject to progressive rates of income tax as described below: – dividends pursuant to a valid decision of the competent bodies of the Company are taken into account in the calculation of income tax, after applying a 40% deduction on their gross amount (i.e., 60% of the gross dividend is taxable). Investors should note that dividends denominated in Moroccan dirhams will, for the purposes of taxation in France, be converted into euros at the exchange rate in Paris on the dividend payment date. If there is no exchange rate on that day, the average exchange rate from a sufficiently close date is applied. They are initially subject to the following withholding: – flat-rate withholding (tax) of 21% of the gross amount. However, persons whose taxable income for the previousbyear but one is less than EURb50,000 (single, divorced or widowed taxpayers) or EURb75,000 (joint taxpayers) may apply no later than Novemberb30 of thebyear preceding that of payment for an exemption from this withholding; – miscellaneous withholding and social security contributions totaling 15.5%, including the general social contribution, which is partly deductible from taxable income for 5.1%. Notebthat when the company paying the dividend is based in France, it is responsible for withholding these payments. Otherwise, shareholders must remit them voluntarily by the fifteenth of thebmonth following payment of the dividends to the tax authority in their country of residence: – they are subsequently declared by the shareholder with other income for the calendarbyear (in May/Junebof the followingbyear), when 60% of their gross amount is subject to a progressive tax; – the withholding tax of 21% and the flat-rate tax credit of 25% are offset against the tax due. Legal entities subject to corporate income tax A distinction should be made depending on whether or not the shareholder is the parent company of Maroc Telecom. Legal entities qualifying for the parent-subsidiary tax treatment Legal entities meeting the requirements of Articlesb145 and 216 of the General Tax Code may, at their option, claim an exemption for dividends received, in accordance with the parent-subsidiary tax treatment. Articleb216 I of the General Tax Code stipulates however that a portion of the costs and expenses, set at a flat rate of 5% of the amount of dividends received, tax credit included, are to be added back into the taxable income of the legal entity beneficiary of such dividends. The tax credit cannot be offset against corporate income tax, but can be offset against any withholding tax that may be due in the event of further dividends being paid in the subsequent fivebyears.

2

43

MAROC TELECOM ____ 2017 Registration Document