MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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

namely two representatives of the Kingdom of Morocco and three representatives of the Etisalat Group, including the Chairman.

COMPOSITION Since Julyb17, 2014, following the completion on Mayb14, 2014 of Etisalat’s purchase of the 53% held by Vivendi in the capital of Maroc Telecom, the Audit Committee is composed of five members,

The composition of the Audit Committee is as follows:

2

Date of appointment

Name

Current position

Primary Occupation or Employment

Mohamed Hadi Al Hussaini Samir Mohamed Tazi Abderrahmane Semmar

Chairman Member Member Member Member

2014 2017 2016 2014 2016

Member of the Board of Directors of Etisalat

Wali, Managing Director of the Municipal Equipment Fund

Director for Public Enterprises and Privatization at the Ministry for Economy and Finance Chief Financial Officer of Etisalat Group

Serkan Okandan

Mohammed Dukandar

Acting Director of internal control and audit of the Etisalat Group (UAE and International Operations)

Serkan Okandan Mr. SerkanOkandan joined Etisalat in Januaryb2012 as Chief Financial Officer of the Etisalat Group. Previously, he was Group Chief Financial Officer at Turkcell. Mr.Okandan began his professional career with PricewaterhouseCoopers in 1992, and worked for DHL and Frito Lay as a Management Controller before joining Turkcell. Mr. Okandan is a member of the Board of Directors and Chairman of the Audit Committee of Etisalat Nigeria, PTCL and Ufone, and a member of the Board of Directors of Etisalat Services Holding. Mr.bOkandan holds a degree in Economics fromBosphorus University. Mr. Mohamed Dukandar Mohamed Dukandar, Acting Director of internal control and audit, directs the consolidated functions of internal control and audit (UAEb& International Operations). Mr. Dukandar is a Certified Accountant, Certified Internal Auditor (CIA) and Certified Self Control Assessment (CCSA) with more than 20byears experience in governance, including Enterprise RiskManagement (ERM), Insurance, Internal/External Audits, and Legal Analysis (Forensics). He has served as Director of Internal Audit in the TelkomGroup (South Africa) since 2009. In this position, he was responsible for providing to the Board andManagement assurance about the control environment and the areas with high exposures to material risks. Mr.bDukandar began his career as an Auditor with KPMG Inc. in 1996 and then worked for the National Treasury and the City of Joburg The Audit Committee was set up by the Supervisory Board in 2003 to respond to calls from shareholders to adopt international standards for corporate governance and internal control at Maroc Telecom. The Audit Committee was convened for the first time in Mayb2004, and held five meetings in 2017. Its role is to make recommendations and proposals to the Supervisory Board on matters such as: – review of statutory and consolidated financial statements before their submission to the Supervisory Board; – consistency and effectiveness of the Company’s internal audit process; – supervision of audit programs of internal and external auditors and review of their audit findings; (South Africa). OPERATION

Biographical details and other positions held by members of the Audit Committee Mohamed Hadi Al Hussaini Mr.MohamedAl Hussaini,an Emirati national,holds aMaster’s degree in International Commerce from Switzerland and has professional experience in banking/finance, real estate and investments. He currently serves on the Board of Directors of five listed companies: Etisalat, Emirates NBD, Emirates Islamic Bank, Dubai Refreshments and National General Insurance. He comes from a long line of entrepreneurs whose main line of work is commerce. Samir Mohamed Tazi Samir Mohammed Tazi holds the position of Wali and Managing Director of the Municipal Equipment Fund following his appointment by HM King Mohammed VI on Juneb25, 2017. He holds an engineering degree from the Ecole Polytechnique and an engineering degree from the EcoleNationale des Ponts et Chaussées obtained respectively in 1983 and 1988. In Mayb2001, Mr. Tazi was appointed Deputy Budget Director in charge of the Coordination of Industry and Synthesis Structures, a position he held until his appointment in Juneb2010 to Head of the Public Sector Entities and Privatization Department. In Februaryb2016, he was appointed by HM King Mohammed VI to be Managing Director of Local Authorities. In 2011, Mr. Tazi was decorated Wissam Officer of the Order of the Throne. He is a member of the Competition Authority and a director of several public sector entities including the National Ports Agency, the National Railways Office, the National Airports Authority and Mr. Abderrahmane Semmar is Director of Public Companies and Privatization in the Ministry of the Economy and Finance. For nearly 34byears, including 32byears in the Ministry of Economy and Finance, he served as Head of the Division of Programming and Restructuring and Deputy Director for Information Design and Systems. He also serves as Chairman of the Interministry Commission on Public- Private Partnership and Chairman of the Permanent Committee of the National Accounting Board. Mr. Semmarhas a degree in Business Administration from the University of Casablanca, a post-graduate degree in Economics from the University of Rabat and a doctoral degree from École Nationale d’Administration Publique of Rabat. Crédit Agricole du Maroc. Abderrahmane Semmar

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MAROC TELECOM ____ 2017 Registration Document