MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

assign the same power of representation to one or moremembers of the Management Board who then hold the title of executive officer. The provisions of the Bylaws restricting the Company’s power of representation to the Chairman or, if applicable, the executive officer are not binding on third parties. The Chairman of the Management Board or the executive officer(s) may grant powers of attorney to a third party. However, the authority granted by such power of attorney must be limited and relate to one or more specific purposes. With regard to third parties, all acts binding the Company are valid if carried out by the Chairman of the Management Board or any member appointed by the Supervisory Board as an executive officer. Reporting obligations The Supervisory Board may at any time ask the Management Board to submit a report on its management and ongoing operations.At the request of the Supervisory Board, this report may be supplemented by a provisional financial statement of the Company. As and where necessary, the Management Board delivers to the Supervisory Board a report explaining the possible application or implementation of the items to be adopted by the Supervisory Board in accordance with Articlesb10.5.3 to 10.5.5 of the Bylaws. At least once in every quarter, the Management Board presents a report on the Company’s operations to the Supervisory Board. Within threeb(3)bmonths of the endof each fiscalbyear,theManagement Board must approve the Company’s annual financial statements (balance sheet, income statement and accompanying notes) and submit them to the Supervisory Board so that it can exercise control. The Management Board must also deliver to the Supervisory Board the report to be presented to the Ordinary Shareholders’ Meeting called to approve the financial statements for the previous fiscalbyear, so that it may, if necessary, prepare comments that will be presented As part of its appointment decision, the Supervisory Board sets the method and the amount of the compensation for eachManagement Board member. Liability Without prejudice to the specific liability resulting from receivership or liquidation of the Company’s assets, the members of the Management Board are jointly and severally liable, as applicable, to the Company or third parties, for violations of legal and regulatory provisions applicable to corporations, for breaches of the Bylaws, or for misconduct in their management. In 2017, the Management Board met more than 40 times with an average attendance rate of 99%. 2.2.3.1.2 Supervisory Board COMPOSITION OF THE SUPERVISORY BOARD Composition The Supervisory Board is composed of at least eight (8) and no more than twelve (12) members; the number of members may be increased to fifteen (15) since the Company’s shares are listed for trading on the Casablanca Stock Exchange. Each member of the Supervisory Board must own at least one share of stock in the Company during the member’s entire term of office. The members of the Supervisory Board are elected by the Ordinary Shareholders’ Meeting. to the meeting. Compensation

APPOINTMENT, OPERATION AND RESPONSIBILITIES OF THE MANAGEMENT BOARD Appointment and removal of members of the Management Board Members of the Management Board are appointed by a simple majority of the members of the Supervisory Board present or represented. The Supervisory Board appoints one of them as Chairman. They may be removed from office by the Ordinary Shareholders’ Meeting. If the removal is without just cause, it may result in the payment of damages. The removal fromoffice of amember of theManagement Board does not have the effect of terminating the employment contract that the person concerned may have signed with the Company. Term of office Members of the Management Board are appointed for a renewable term of twob(2)byears. If the appointment of a member of the Management Board is terminated during suchmember’s term in office, the Boardmember’s replacement is appointed for the time remaining until the re- appointment of the Management Board. Members of the Management Board may always be reappointed. Operation The Management Board manages collectively the affairs of the Company. The members of the Management Board may, with the approval of the Supervisory Board, allocate management tasks among themselves. However, this allocation may not in any way have the effect of removing from the Management Board its characteristic collective responsibility for the management of the Company. Its decisions are made by a majority vote of the members present or represented, each of them having one vote. Larbi Guedira and Hassan Rachad represent the Kingdom of Morocco, while Abdeslam Ahizoune, Oussama François Vitte and Brahim Boudaoud represent Etisalat. Meetings of the Management Board may be held outside the registered office or by videoconferencing or equivalent methods enabling members to be identified, as provided for by current regulations. Minutes of Management Board deliberations, if kept, are entered in a special register and signed by the Chairman of the Management Board and one other member. Copies or extracts of thesebminutes are certified by the Chairman of the Management Board or by an executive officer. Powers The Management Board is vested with the broadest powers to act in all circumstances in the name of the Company, within the limits of its corporate purpose, and subject to the powers expressly granted to the Supervisory Board by law and by Articlesb10.5.3 to 10.5.5 of the Bylaws. In its dealings with third parties, the Company is bound even by action taken by the Management Board which falls outside the corporate purpose and Bylaws, unless it proves that the third party knew that the action was ultra vires and/or that the action exceeded statutory provisions or that the third party must have been aware of this, given the circumstances. The provisions of the Bylaws restricting the powers of the Management Board are not binding on third parties. The Chairman of theManagement Board represents the Company in its relations with third parties. The Supervisory Board may, however,

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MAROC TELECOM ____ 2017 Registration Document