MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

– the appointment of members of the Management Board in accordance with applicable laws and the provisions of Articleb9 of the Bylaws; – the creation of committees, the drafting, approval or amendment of their bylaws or their mission; – approval of the proposed resolutions to be submitted to the Company’s Shareholders’ Meeting concerning appropriation of the earnings of the Company and its subsidiaries (dividends, reserves, etc.) under the terms stipulated in Articlesb16 and 10.5.4 of the Bylaws; – any change in the Company’s accounting policies not required by law or by the applicable regulations, unless such change has a significant impact on the distributable profit of the Company, in which case the decision should be taken by qualified majority in accordance with Articleb10.5.4 (i) of the Bylaws; – any transfer of a shareholding in an entity holding one or more operating licenses for fixed-line and mobile telecommunications networks open to the public, if the annual financial statements of said entity, certified by the Statutory auditors, show negative EBITDA for the last two consecutivebyears, calculated in accordance with accounting standards currently in force within the Company (such an entity is hereinafter referred to as “Loss-Making Entity”); – determining the transfer price and terms of the sale agreement on disposal of an interest in an entity that has one or more network operating licenses of fixed-line and mobile telecommunications open to the public, if it is not a Loss-Making Entity, as referred to in Articleb10.5.4 (x) of the Bylaws. However, as an exception to the provisions of Articleb10.5.3 described above and the provisions of Articleb10.5.4 of the Bylaws, the following decisions must be approved by a qualified majority of three-fourths of the members of the Supervisory Board present or represented: – any significant change in theCompany’s accountingpolicies having a material impact on the Company’s distributable profit, unless such change is required by law or the applicable regulations; – the revocation, surrender or transfer of licenses or the granting of major operating facilities; – any decision aiming to oblige the Company or its Affiliates, in respect of any action or any legal, administrative or arbitration proceedings, involving the Company or its Affiliates, and sums due or receivable by the Company or its Affiliates, in an amount greater than three hundredbmillion dirhams; – any decision concerning the entering into, amendment and/ or termination of any contract for the provision of services, or any other agreement between, on one hand, the Company or its Affiliates and on the other, the controlling shareholder or its Affiliates, excluding agreements relating to current arm’s length transactions; – any proposal to the Shareholders’ Meeting to appoint the second Statutory auditor of the Company; – any decision for a merger, in any form whatsoever, between the Company’s businesses and any business(es) controlled by the majority shareholder which compete(s) with the Company in Fixed-line, Mobile or Internet telecommunications sectors and in exchanges of data; – any decision to dispense with the requirement that a member of the Management Board must be an employee of the Company and/or must be present in Morocco for more than one hundred eighty-threebdays abyear; – any overrun of more than 30% of the limits set in the Budget for investments or divestments or for borrowing or lending; – any creation of a Company Affiliate or Company Affiliates with share capital or initial stockholders’ equity in excess of three hundredbmillion dirhams, and any acquisition(s) or sale(s) of ownership interest in any group or entity in an amount of more than three hundredbmillion dirhams;

OPERATION AND RESPONSIBILITIES OF THE SUPERVISORY BOARD Chairman – Deputy Chairman

The Board elects from among its members a Chairman andbabDeputy Chairman who each have the power to convene thebBoard and to chair its deliberations and who hold office for their term on the Supervisory Board. The Chairman and the Deputy Chairman must be individuals. The Board may appoint a secretary at each meeting who may be chosen from outside the members of the Board. Calling of meetings – Deliberations The Supervisory Board meets when called by its Chairman or Deputy Chairman, whenever the interests of the Company require, at the registered office or any other location specified in the notice of meeting. The notice of meeting may be sent by registered mail with return receipt or by email with acknowledgment of receipt or by international express courier, fifteenbdays before the date of the meeting; this period may be reduced if all the members of the Supervisory Board agree. The Supervisory Board may validly deliberate only if at least half of the members of the Supervisory Board are in fact present. If this quorum is not reached, the Chairman or the Deputy Chairman of the Supervisory Board will convene a secondmeeting, in the same manner as the first called meeting, seven businessbdays before the date of the meeting, where the postmark, the certificate of delivery or the electronic acknowledgment of receipt is authentic. The notification of the secondmeetingmust, in any event, be delivered at the latest during the week following the holding of the first meeting. If a quorum is still not reached, a third meeting is called and held in accordance with the terms and conditions for a minimum quorum established by Moroccan law. It is agreed that in the event that a quorum is not reached at the time specified in the notice for the meeting of the Supervisory Board, the beginning of the meeting will be postponed by onebhour. Members of the Supervisory Board attending a meeting of the Supervisory Board by videoconference or equivalent means that allow identification as stipulated by the regulations in force are deemed present for calculating the quorum and majority. This provision does not apply when the agenda refers to the appointment and removal of the Chairman of the Board, approval of the Company’s financial statements and the convening of Shareholders’ Meetings. In addition to the transactions subject by law to prior approval of the Supervisory Board and in accordance with Articleb10.5.3 of the Bylaws, the following decisions require the prior approval of the Supervisory Board, voting by simplemajority of themembers present or represented: – the examination, approval and revision of the business plan; – the examination, approval and revision of the budget (without prejudice to the provisions of Articleb10.5.4 (iii) of the Bylaws); – the prior approval of any services agreement or any other contract between the Company or its Affiliates and one of its minority shareholders or one of its Affiliates, excluding contracts relating to current arm’s length transactions; – the annual or multi-annual labor policy, including policies for compensation, training, human resources management and the creation of incentive plans for employees or senior managers of the Company; – subject to Articleb10.5.4 (v) in the Bylaws, any proposal to the Shareholders’ Meetings to appoint one of the two auditors of the Company;

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MAROC TELECOM ____ 2017 Registration Document