2016 Registration Document - en PDF

2016 REGISTRATION
DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT
SUMMARY
CHAIRMAN OF THE MANAGEMENT

BOARD’S MESSAGE 2
CORPORATE GOVERNANCE 3
MAROC TELECOM KEY FACTS & FIGURES 4
KEY FIGURES FOR 2016 6
2016 HIGHLIGHTS 8
1 4
PERSON RESPONSIBLE FINANCIAL REPORT 137
FOR THE REGISTRATION DOCUMENT 4.1 Consolidated results of the past three years 138
AND FOR THE AUDIT OF THE FINANCIAL
4.2 Overview 140
STATEMENTS 13
4.3 Consolidated financial statements
1.1 Person responsible at December 31, 2014, 2015 and 2016 151
for the Registration Document 14
4.4 Statutory financial statements 198
1.2 Certification of the Registration Document 14
Statutory Auditors’ general report year ended
1.3 Person responsible for the audit December 31, 2016 199
of the financial statements 15
Statutory Auditor’s special report Financial Year
1.4 Information policy 15 from January 1, 2016 to December 31, 2016 221
2 5
INFORMATION ABOUT THE COMPANY RECENT DEVELOPMENTS
AND CORPORATE GOVERNANCE 17 AND GROWTH OUTLOOK 231
2.1 General information about the Company 18 5.1 Recent developments 232
2.2 Additional information about the Company 30 5.2 Market outlook 232
2.3 Corporate governance 42 5.3 Objectives 233
Report of the statutory auditors
3 on profit forecasts 234
DESCRIPTION OF THE GROUP, BUSINESS

ACTIVITIES, LEGAL AND ARBITRATION 6
PROCEEDINGS 63 NOTES 237
3.1 Description of the Group 64 Cross-reference table 238
3.2 Business activities 76 Financial information reported in 2016 241
3.3 Legal and arbitration proceedings 128 Statutory Auditors’ fees 241
3.4 Risk factors 129 Ordinary Shareholders’ Meeting of April 25, 2017 242
Glossary 245
The Registration Document may be viewed and downloaded at www.iam.ma

2016 REGISTRATION
DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT
This Registration Document was filed with the French

Financial Markets Regulator (AMF) on April 14, 2017, in
accordance with Article 2212-13 of its General Regulations.
The Registration Document may be used in connection
with a financial transaction if supplemented by an offering circular (note
d’opération) approved by the AMF. The document was prepared by the issuer
and is binding on its signatories.
MAROC TELECOM 2016 Registration Document 1

CHAIRMAN
OF THE MANAGEMENT
BOARD’S MESSAGE
The Group’s good results for 2016 - with an increase in

customer bases, higher revenue in Morocco and abroad,
improved Net Earnings and Operational Cash Flow -
confirm the profitable growth momentum established both
in Morocco and abroad. They support Maroc Telecom’s
strategic vision and help strengthen it for the years ahead.
This vision is focused on the consolidation of Maroc Projects relating to the surge in Fixed-line and Mobile High-
Telecom’s position of leader. In Morocco, the Group’s speed and Very-High-speed Broadband have intensified.
market share improved across all activities: for the Internet, 4G+ coverage in Morocco, barely 18 months after its
despite the arrival of competitors in ADSL; for Fixed-line, launch, is already 73% of the population, whereas the 3G
despite a worldwide decline; and even for Mobile, in a network covers 87%, allowing the Group to support the
context of intense competition and often unfavorable huge popularity of Mobile Internet throughout the country.
regulations. The same is true of the subsidiaries which,
overall, have seen an improvement in their market Maroc Telecom’s policy of ongoing innovation to promote
share. With its 54 million customers, Maroc Telecom is a usages and the use of new technologies is a cornerstone
performing Group, which is among the most profitable in of the Group’s strategy. The aim is to provide voice and
the sector and with the lowest levels of debt. Internet access to the greatest number of customers,
in particular via the rollout of fiber, the construction
In 2016, the Group’s African subsidiaries accounted of submarine cables and, more recently, the launch of
for 43% of consolidated revenue. Their growth and Satellite Broadband Internet (VSAT) in Morocco. The
contribution to revenue are expected to increase in the Group is also focused on supporting the digital revolution
years ahead. The continuation of plans for upgrades, with the introduction of pioneering services (Smart Home,
support and massive investment will help them improve Smart Kids, ICFlix, StarzPlay etc.) and raising awareness
their performance and consolidate their achievements. among customers of new digital usages.
In addition to this, the Group has major growth potential
in the markets in which it is present, due to favorable The year 2016 also saw the successful launch of a
economic momentum and a still weak mobile penetration voluntary employee redundancy plan in Morocco. This
rate which is expected to increase markedly in the next plan will contribute to the rejuvenation of human resources
few years. at Maroc Telecom and their adaptation to the Group’s new
business segments and will also help improve cost control.
Differentiation through the quality of networks and
services is a strategic growth driver for the Group and is Maroc Telecom is therefore heading into 2017 with
reflected in major investments. Almost 8 billion dirhams serenity and resolve, thanks to the commitment of its
were invested in 2016, to roll out and broaden our teams and its ability to adapt to both technological and
infrastructures across all countries, and to absorb the ever market developments.
increasing volume of exchanged data.
Abdeslam Ahizoune
2 MAROC TELECOM 2016 Registration Document

From left to right:
Hassan Rachad
Larbi Guedira
Abdeslam Ahizoune
Oussama El Rifai
Brahim Boudaoud
Corporate Governance
MANAGEMENT BOARD
President
Abdeslam Ahizoune, Chairman of the Management Board
Members
Larbi Guedira, Managing Director Services
Oussama El Rifai, Chief Financial Officer
Hassan Rachad, Managing Director Networks and Systems
Brahim Boudaoud, Managing Director Regulation and Legal Affairs
Maroc Telecom also includes eight regional divisions reporting to the Chairman
of the Management Board
SUPERVISORY BOARD
President
Mohamed Boussaïd, Ministre of Economy and Finance
Vice-President
Eissa Mohamed Al Suwaidi, Chairman of Emirates Telecommunications Corporation (Etisalat)
Members
Mohamed Hassad, Minister of the Interior
Abderrahmane Semmar, Director of Public Companies and Privatization at the Ministery of Economy
and Finance
Mohamed Hadi Al Hussaini, Board Member of Etisalat
Saleh Al Abdooli, General Manager of Etisalat Group
Mohamed Saif Al Suwaidi, General Manager of Abu Dhabi Fund for Development
Hatem Dowidar, Managing Director of Etisalat International
Serkan Okandan, Chief Financial Officer of Etisalat Group

MAROC TELECOM
KEY FACTS & FIGURES
A significant force in the economic and social development
in 10 African countries
1 Morocco/CASANET
MAROC TELECOM: 100%
1
2 Mauritania/MAURITEL
MAROC TELECOM: 51.5%*
3 Mali/SOTELMA
MAROC TELECOM: 51%
2 3
4 Iviry Coast/AT CÔTE D’IVOIRE
7
MAROC TELECOM: 85%
5
4 Ivory Coast/PRESTIGE TELECOM CÔTE D’IVOIRE
MAROC TELECOM: 100%
4 9
8 5 Burkina Faso/ONATEL
6
MAROC TELECOM: 51%
10 6 Togo/AT TOGO
MAROC TELECOM: 95%
7 Niger/AT NIGER
MAROC TELECOM: 100%
8 Benin/ETISALAT BÉNIN
MAROC TELECOM: 100%
9 Central African Republic/AT CENTRE AFRIQUE

MAROC TELECOM: 100%
10 Gabon/GABON TELECOM
MAROC TELECOM: 51%**
HISTORY
Maroc Telecom is the incumbent telecommunications operator in the Kingdom of Morocco. It operates in the fixed-line telephony,
mobile telephony and internet segments.
Acquisition of 51%
of Gabon Telecom Acquisition of Etisalat’s
six African subsidiaries
Sale of 4% of Maroc Telecom in Côte d’Ivoire, Gabon,
Creation of ONPT by the Moroccan Government Niger, the Central African
Moroccan Post and IPO in Casablanca on the Casablanca stock Republic and Togo
Telecommunications Bureau and Paris exchange
1984 2004 2007 2015
1998 2001 2006 2014 2016
Acquisition Etisalat acquires Merger

Creation of Maroc of 54% Acquisition of 51% a stake of Gabon Telecom
Telecom SA. of Mauritel SA of Onatel in Maroc Telecom and Moov Gabon
Entrée de Vivendi
of Mauritel SA
* 51.5 controlled via CMC, a Mauritian company.

** Merger of Gabon Telecom and AT Gabon on June 29, 2016.

GROUP
WORKFORCE 11 976
Group employees
CUSTOMERS 54 million
of customers
CAPITAL MAD 3.9 billion MAD 4.1 billion

EXPENDITURE of CAPEX in Morocco of CAPEX in the subsidiaries
MOROCCO MAD 11.0 billion MAD 21.2 billion

ACTIVITIES of Earnings from operations
of revenues
before interest, amortization
and depreciation
IN MOROCCO
9.1 million 18.4 million 1.6 million

active internet Mobile Fixed–line
customer customer customer
53.3% 44.2% 92.1% *

market share market share market share
* Data excluding restricted mobility, adjusted by Maroc Telecom.

KEY FIGURES
FOR 2016
Revenues by geographical area (in MAD million)
70% 30% 59% 41% 57% 43%

Morocco 2014 International Morocco 2015 International Morocco 2016 International
2014 2015 2016

Morocco 21,133 21,033 21,244
International 8,630 14,010 15,326
NET TOTAL 29,144 34,134 35,252
EBITDA by geographical area (in MAD million)
74% 26% 67% 33% 65% 35%

2014 2015 2016
Morocco International Morocco International Morocco International
2014 2015 2016

Morocco 11,578 11,144 11,004
International 4,113 5,599 5,905
NET TOTAL 15,691 16,742 16,909
EBITA (before restructuring) by geographical area (in MAD million)
75 % 25 % 72 % 28 % 67% 33 %
2014 2015 2016
Morocco International Morocco International Morocco International
2014 2015 2016

Morocco 7,734 7,386 7,157
International 2,532 2,954 3,565
NET TOTAL 10,266 10,340 10,723

Net earnings attributable to equity holders Customer base by geographical area
of the parent (in MAD million) (in thousands of customers)
5,850 5,595 5,598 54,015

50,811
40,315
32,760
29,794
19,617
20,697 21,017 21,255
2014 2015 2016 2014 2015 2016
CFFO by geographical area (in MAD million) Capital expenditure (in MAD million)
11,541
10,970
2,760 9,362
3,847 8,835
2,785 7,983
4,043 4,077
4,901
1,542
8,781 6,576 7,124
4,792
3,359 3,905
2014 2015 2016 2014 2015 2016
Morocco International

2016
HIGHLIGHTS
January April
›› Maroc Telecom added more calls and data to its MAD 5, ›› In Morocco, guidelines were adopted for the operator rate
MAD 10 and MAD 20 prepaid mobile passes, as well as review. Unlike Maroc Telecom, non-dominant operators will
the download limit on its postpaid data passes. be able to practice on-net and off-net tariff differentiation
for prepaid customers. Promotions and offers will be
›› In Morocco, call charges to Europe were affected by
subject to the replicability test on a full-cost basis. The
the higher termination rates introduced by European
minimum margin required by Maroc Telecom for the
operators.
replicability test for Fixed-line and Mobile is currently 20%.
›› In Morocco, the 2016 Budget Act imposed fees on all
›› Maroc Telecom launched its exclusive Smart Kids service,
operators for occupying state-owned public land. The unit
allowing customers to locate their children via a smart tag.
rates were set by decree.
›› Seventeen new thematic channels were added to the
›› In Morocco, following a decision by the ANRT, the
Maroc Telecom TV bundles.
three Moroccan operators blocked voice calls via Over-
the-Top (OTT) applications (Skype, Viber, WhatsApp,
Facetime, etc.).
›› In Togo, the 2G license was extended to 3G until
December 20, 2021, for a total of FCFA 3.7 billion. May
›› A real estate asset in Africa was sold for FCFA 18 billion. ›› Maroc Telecom launched the x10 top-up starting from
MAD 50.
›› Maroc Telecom ended its Special Pass promotion and
replaced it with enhanced Permanent Passes.
February
›› Maroc Telecom added more data to its MAD 5 and

MAD 20 prepaid mobile passes and launched the
MAD 25 prepaid pass offering three hours of call time.
›› In Niger, the regulator banned the dominant operator,
Airtel, from practicing on-net/off-net tariff differentiation
and introduced asymmetric mobile call termination rates
(benefiting Niger Moov and Orange Niger).
March
›› In Ivory Coast, a decree was issued confirming the new

17-year global license awarded to Moov Côte d’Ivoire for
FCFA 100 billion. The GreenN, Warid, Comium and Café
mobile licenses were withdrawn.
›› In Benin, a notice was issued ordering the payment of
annual fees for frequency management and use in 2013,
2014, 2015 and 2016 for a total of FCFA 17.9 billion.
The subsidiary is contesting the by the subsidiary which
considers that it is exempt from payment of the said
royalties.

June July
› Maroc Telecom shortened the period of validity of ›› Maroc Telecom launched introductory offers for new
top-ups from six months to three months. Jawal customers, with one hour of free domestic
› It also scrapped its MAD 199 unlimited mobile calls and 500 MB of data (valid for seven days) from
plans. MAD 20.
› During the Hajj and Umrah in 2016, Maroc Telecom ›› In Morocco, the ANRT notified Maroc Telecom of
offered its roaming customers in Saudi Arabia free the complaint received from Meditelecom relating to
incoming calls, as well as half-price outgoing calls infrastructure sharing (civil engineering, fiber, etc.).
from Morocco to Saudi Arabia. ›› Maroc Telecom took part in two universal service
› Maroc Telecom launched MT Cloud, the first fully consultations held by the ANRT for the implementation
hosted IaaS cloud in Morocco, aimed at Corporate of the National Broadband Development Plan (PNHD).
and Business customers. The first concerned mobile broadband coverage
of 10,651 locations; the second, the rollout of fiber
› In Morocco, a decree was issued reinforcing the (backbone and backhaul).
powers of the ANRT, specifically with regard
to sanctions for anticompetitive practices and ›› In Niger, the Supplementary Budget Act raised the tax
scrutiny of mergers. on incoming international traffic from FCFA 67.5 to
FCFA 88/min.
› In Gabon, Gabon Telecom merged with
Atlantique Telecom Gabon.
› In Ivory coast, Moov Côte d’Ivoire launched a
4G plan.
› In Mauritania, the regulator published its
decision of June 30, 2016 restricting on-net
off-net tariff differentiation to call termination
rates (EUR 0.9 ct/min) until July 1, 2017, and
abolishing it completely thereafter.

2016
HIGHLIGHTS
August October
›› Maroc Telecom launched a new SaaS (G-Suite) for its ›› Maroc Telecom reorganized the international zoning for
Corporate and Business customers. The service includes prepaid and postpaid mobile.
messaging, storage and collaborative tools using Google
›› It also launched a balanced calls and data plan (11 hours
Cloud.
of calls + 11 GB of data, for MAD 159).
›› Togo saw the commercial launch of 3G+.
›› In the Central African Republic, the Company was
›› In Burkina Faso, a new annual land tax was introduced on recapitalized to the regulatory minimum level through
developed and undeveloped land (0.1% for undeveloped the conversion of shareholder loans.
land and 0.2% for developed land).
September November
›› Maroc Telecom launched STARZ Play, a new SVOD ›› In Morocco, Voice over IP (VoIP) services were reinstated
service that allows unlimited and on-demand access to a at the request of the ANRT.
wide range of movies and series from several connected
›› In Mali, the operators’ contribution to the universal access
devices.
fund was increased from 1% to 2% of revenues (excluding
›› Maroc Telecom launched two new plans priced at interconnection charges) from 2017.
MAD 99: one predominantly for data (10 GB of data +
2 hours of calls) and the other predominantly for calls
(8 hours of calls + 1 GB of data).
›› In Morocco, the ANRT issued a warning following
sanctions for Maroc Telecom’s local loop unbundling.
›› In Burkina Faso, industrial action paralyzed the Company
from September 20 to October 3, with interruptions to
the fiber optic network and a freeze on commercial
activities.
›› In Gabon, internet access and messaging were blocked
for all operators during the political crisis that followed
the recent presidential election.
›› In Niger, the Company was recapitalized to the regulatory
minimum level through the conversion of shareholder
loans.

December
› A voluntary severance program was launched in Morocco.

› IAM was declared as having significant influence in
Morocco across all defined markets in 2017.
› The *4 international pass was overhauled and the number
of destinations increased to 44 countries instead of 33.
› In Gabon, the mandatory health insurance contribution
(10% of revenue) was scrapped. It will be replaced by a
social VAT (1% of revenue) from March 2017.
› In Benin, the 2017 Budget Act abolished fees based on
the volume of domestic and international traffic and
replaced them with a new tax of 10% on revenue.
› In Togo, 4G licensing negotiations got under way.
› In the Central African Republic, a new tax of FCFA 260/min.
was introduced on incoming international calls.

1 PERSON RESPONSIBLE
FOR THE REGISTRATION DOCUMENT
AND FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
1.1
1.2
PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
CERTIFICATION OF THE REGISTRATION DOCUMENT

14
14
1.3 PERSON RESPONSIBLE FOR THE AUDIT

OF THE FINANCIAL STATEMENTS 15
1.3.1 Statutory Auditors 15
1.4 INFORMATION POLICY 15

1.4.1 Person responsible for information 15
1.4.2 Schedule of financial reporting 15
1.4.3 Shareholder information 15

1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Person responsible for the Registration Document
In this Registration Document, the terms “Maroc Telecom” and the “Company” refer to Itissalat Al-Maghrib (Maroc Telecom),
and the term “Group” refers to the group comprising the Company and all of its subsidiaries, as described in chapter 4.
1.1 Person responsible for the Registration Document

Abdeslam Ahizoune
Chairman of the Management Board
1.2 Certification of the Registration Document

Having taken all reasonable care to ensure that the following ›› the Statutory Auditors’ report on the statutory financial
is true, I hereby certify that, to my knowledge, the information statements for the fiscal year ended December 31, 2016,
contained in this Registration Document accurately reflects presented on page 201 of this Registration Document;
the facts and contains no omission likely to affect its meaning. ›› the Statutory Auditors’ report on the consolidated financial
statements for the fiscal year ended December 31,
I certify that, to my knowledge, the financial statements were
2015, presented on page 157 of Registration Document
prepared in accordance with applicable accounting standards
D. 16‑0336 filed with the AMF on April 14, 2016;
and that they present fairly the assets, financial position and
results of operations of the Company and its consolidated ›› the Statutory Auditors’ report on the statutory financial
subsidiaries, and that the management repor t (under statements for the fiscal year ended December 31,
chapters 3 and 4 of this Registration Document) provides a 2015, presented on page 208 of Registration Document
fair review of the changes in revenues, results of operations D. 16‑0336 filed with the AMF on April 14, 2016;
and financial position of the Company and its consolidated ›› the Statutory Auditors’ report on the consolidated financial
subsidiaries, as well as the risks and uncertainties they face. statements for the fiscal year ended December 31,
I have received an audit completion let ter from the D. 15‑0324 filed with the AMF on April 10, 2015;
Statutory Auditors (Abdelaziz Almechatt and Deloitte Maroc,
›› the Statutory Auditors’ report on the statutory financial
represented by Sakina Bensouda Korachi) stating that they
statements for the fiscal year ended December 31,
have verified all information pertaining to the financial
position and financial statements included in this Registration
D. 15‑0324 filed with the AMF on April 10, 2015.
Document and that they have reviewed the Registration
Document in its entirety. The Statutory Auditors have reported on the forward-looking
financial information contained in chapter 5, section 5.3, on
The historical financial information presented in this document page 236 of this Registration Document.
has been reviewed in Statutory Auditors’ reports:
›› the Statutory Auditors’ report on the consolidated financial
statements for the fiscal year ended December 31, 2016, Abdeslam Ahizoune
presented on page 154 of this Registration Document;

PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Information policy
1.3 Person responsible for the audit

of the financial statements
1.3.1 STATUTORY AUDITORS

1
Deloitte Audit, represented by Sakina Bensouda Korachi Abdelaziz Almechatt
288 Boulevard Mohamed Zerktouni, Casablanca 20 050, Morocco 83 avenue Hassan II – 20 100 Casablanca, Morocco
Sakina Bensouda Korachi was first appointed by the Abdelaziz Almechatt was first appointed in 1998 in accordance
Shareholders’ Meeting on April 26, 2016. Her current three-year with the bylaws. His current term of office, renewed for
term of office expires at the close of the Ordinary Shareholders’ three years in 2011 and 2014, expires at the close of the
Meeting called to approve the financial statements for the Ordinary Shareholders’ Meeting called to approve the financial
fiscal year ending December 31, 2018. statements for the fiscal year ending December 31, 2016.
1.4 Information policy
1.4.1 PERSON RESPONSIBLE FOR INFORMATION

Oussama El Rifai Rabat, Maroc
Chief Financial Officer Telephone: 00 212 (0) 537 71 90 39
Maroc Telecom - Avenue Annakhil – Hay Riad E-mail: relations.investisseurs@iam.ma
1.4.2 SCHEDULE OF FINANCIAL REPORTING

All financial information reported by Maroc Telecom (press releases, presentations, annual reports) is available at its website:
www.iam.ma.
Maroc Telecom’s 2017 financial reporting schedule (subject to change) is as follows:
Date* Event
February 27, 2017 Q4-2016 and FY 2016 Results
April 24, 2017 Q1-2017 Results
April 25, 2017 Shareholders’ Meeting
July 24, 2017 H1-2017 Results
October 23, 2017 Q3-2017 Results
* Before stock market opening.
1.4.3 SHAREHOLDER INFORMATION

Corporate, accounting, and legal document s, whose In accordance with the provisions of the Transparency
reporting is governed by Moroccan and French law and by Directive, in force since January 20, 2007, all regulated
the Company’s Bylaws, may be consulted at the Company’s information is archived and available on the Maroc Telecom
registered office by shareholders and third parties. Registration website at the following address: http://www.iam.ma/groupe-
Documents and any updates of such documents registered maroc-telecom/communication-financiere/information-
or filed with the French Financial Markets Regulator (AMF), reglementee/.aspx
presentations for investors and financial analysts made by the
Company and various press releases can be viewed on and/or
downloaded from the Maroc Telecom website at www.iam.ma

2 INFORMATION ABOUT THE COMPANY
AND CORPORATE GOVERNANCE
2.1
2.1.1
2.1.2
GENERAL INFORMATION ABOUT THE COMPANY
Corporate name
Registered office
18
18
18
2.1.3 Legal form 18
2.1.4 Governing law 18
2.1.5 Commitments of the Company vis-à-vis the french market authority 18
2.1.6 Incorporation–registration 20
2.1.7 Term 20
2.1.8 Corporate purpose 20
2.1.9 Consultation of legal documents 20
2.1.10 Fiscal year 20
2.1.11 Allocation of profits 21
2.1.12 Shareholders’ Meetings 21
2.1.13 Statutory Auditors 24
2.1.14 Audit Committee 25
2.1.15 Disposal of shares 25
2.1.16 Shareholding disclosure thresholds 25
2.1.17 Public offers 26
2.2 ADDITIONAL INFORMATION ABOUT THE COMPANY 30

2.2.1 Share capital 30
2.2.2 Current shareholder structure and voting rights of the Company 33
2.2.3 Pledged assets 37
2.2.4 Company stock information 37
2.2.5 Dividends and dividend policy 39
2.3 CORPORATE GOVERNANCE 42

2.3.1 Management and supervisory bodies 42
2.3.2 Audit Committee and Code of Ethics 54
2.3.3 Management’s interest 57
2.3.4 Related-party transactions 58

2 INFORMATION ABOUT THE COMPANY AND CORPORATE GOVERNANCE
General information about the Company
2.1 General information about the Company
2.1.1 CORPORATE NAME
ITISSALAT AL-MAGHRIB.
The Company also operates under the trade names “IAM” and “Maroc Telecom.”
2.1.2 REGISTERED OFFICE
The Company’s registered office is on Avenue Annakhil (Hay Riad), Rabat, Morocco.
Telephone: +212 537.71.21.21
2.1.3 LEGAL FORM
Maroc Telecom is a Moroccan corporation (société anonyme) with a Management Board and a Supervisory Board.
2.1.4 GOVERNING LAW
The Company is governed by Moroccan law, in particular Because the Company is listed on a regulated market in
by Law 17-95 pertaining to corporations, as amended and Morocco, the provisions of various Moroccan laws, regulations,
extended by Law 20-05 and 78-12, and by the Company’s orders, decrees and circulars are applicable.
Bylaws. The Company is not subject to French law governing
business corporations.
2.1.5 COMMITMENTS OF THE COMPANY VIS-À-VIS

THE FRENCH MARKET AUTHORITY
Because the Company is also listed on the Premier marché Under French regulations, foreign issuers must apply the
of NYSE Euronext Paris, it is subject to certain provisions of necessary measures that allow shareholders to manage their
French securities regulations. Under current laws and pursuant investments and exercise their rights.
to the General Regulations of the French Financial Markets
Regulator (AMF), provisions concerning foreign issuers are Because Company shares are listed on the Premier marché
applicable to the Company. In addition, NYSE Euronext Paris of NYSE Euronext Paris, and pursuant to the AMF General
organization and operating rules are generally applicable to Regulations and the provisions of the European Transparency
the Company. The French Financial Markets Regulator may Directive, as transposed into French law by the Monetary
also enforce the mandatory submission of a public tender offer and Financial Code and effective since January 20, 2007, the
and buyout for all buyout offers concerning Company shares. Company is required to:
As a result of the transposition of European Transparency ›› inform the French Financial Markets Regulator (AMF) of
Directive provisions, effective March 30, 2008, the rules any changes in its share capital compared with previously
governing the shareholding disclosure thresholds are now disclosed information, par ticularly any shareholding
applicable to the Company. disclosure that Maroc Telecom may have received;

INFORMATION ABOUT THE COMPANY AND CORPORATE GOVERNANCE
›› publish a half-year financial report including condensed The Company is required to inform the AMF of any resolution
financial statements, a half-year operations repor t, by the Shareholders’ Meeting to authorize the Company to
a St atutor y Auditors’ repor t on the review of the trade in its own shares, and must provide the AMF with
aforementioned financial statements, and a statement from periodic reports on the purchases or sales of shares made by
the persons responsible for the report, within three months the Company by virtue of said authorization.
of the end of the first half of the Company’s fiscal year;
The Company must publish identical information
›› publish an annual financial report including financial
simultaneously in France and in other countries, in particular
statements, a management report, a Statutory Auditors’
Morocco.
report, and a statement from the persons responsible for
the report, within four months of the end of the Company’s All publications and disclosures referred to in this chapter are
fiscal year; published mainly through notices and press releases in national
›› publish within four (4) months of the fiscal year-end the financial daily newspapers distributed in France.
fees paid to each of the Statutory Auditors (to be reported
2
in the Registration Document posted on the Maroc Information intended for the French general public is written
Telecom website); in French.
›› publish monthly the total number of voting rights and Like French issuers, the Company publishes a Registration
shares comprising the Company’s share capital; Document providing legal and financial information relating
›› publish promptly any information on new facts that may to the issuer (shareholder structure, operations, management
materially affected the share price, and inform the AMF procedures, financial information). The Registration Document
thereof; does not contain information relating to the issue of specific
›› inform French shareholders about changes in Company securities.
business or in the management team;
In practice, the Company’s annual report may be used as
›› make the necessary provisions to allow persons who hold the Registration Document, on condition that it contain all
their shares through Euroclear France to exercise their mandatory information.
rights, particularly by informing them of Shareholders’
Meetings and by allowing them to exercise their voting The Registration Document must then be filed or registered
rights; with the AMF and subsequently made available to the public.
›› notify persons who hold their shares through Euroclear
Annual and half-year reports in French are available to the
France about dividend payments, new share issues,
public in France at the offices of the financial intermediary in
allocation, subscription, surrender and conversion;
charge of the Company’s financial services in France (currently
›› update names and details of the persons responsible for BNP Paribas).
information in France;
›› provide the AMF with any information it may require In addition, the Company intends to maintain an active policy
in accordance with its mission and with the laws and towards all shareholders, including those whose shares are
regulations applicable to the Company; held through Euroclear France, to allow them to participate in
all rights issues open to the public and, if applicable, carried
›› comply with the provisions of the AMF General Regulations
out on international markets.
relating to mandatory public disclosure;
›› comply with the various procedures described in the AMF However, because of the constraints arising from operations
General Regulations for publishing disclosures; on international financial markets, in order to benefit from the
›› post all available regulated information on Maroc Telecom’s optimal conditions of those markets, and in the interest of
website and keep a record of such information for at least the Company and of its shareholders, the Company cannot
ten years; guarantee that persons holding their shares through Euroclear
France will be able to participate in any such rights issues
›› inform the AMF and NYSE Euronext Paris of any proposed
where applicable.
amendment of the corporate Bylaws.

2.1.6 INCORPORATION–REGISTRATION
The Company was founded in Rabat by a charter dated February 3, 1998.
The Company was registered with the Rabat Trade Registry on February 10, 1998, under number 48 947.
2.1.7 TERM
The term of the Company, subject to early liquidation or extension as provided for by law and the Company’s Bylaws, is ninety-
nine (99) years from the date of registration with the Trade Registry.
2.1.8 CORPORATE PURPOSE
In accordance with its contract specifications as an operator As part of the activities thus defined, the Company may:
and pursuant to Article 2 of the Company’s Bylaws and the
statutory and regulatory provisions in force, the Company’s ›› create, acquire, own and operate all movable and
corporate purpose is: immovable property and any business necessary, or just
useful, for its activities and particularly those the transfer
›› to provide all electronic communication ser vices for or use of which is provided for by law;
domestic and international relations, and in particular to ›› market and, as a secondar y ac tivit y, assemble and
provide universal telecommunications service; manufacture any telecommunication products, equipment
›› to establish, develop and operate all publicly available and devices;
electronic communications networks that are necessary for ›› create, acquire or take on license and operate or sell any
the provision of the aforementioned services, and to ensure patents, processes or trade names;
that said networks are interconnected with other networks
›› participate, by any legal means, in any financial syndicates,
available to users in Morocco and international users;
businesses or companies, existing or being incorporated,
›› to provide all other services, facilities, equipment, handsets with a purpose similar or related to that of the Company;
and electronic communication networks, and to establish
›› more generally, execute any commercial, financial,
and operate all networks that distribute audiovisual
securities-related or real estate transactions and, if
ser vices, including audio, television and multimedia
necessary, any industrial operations that could, directly
broadcasting.
or indirectly, in whole or in part, be connected with any of
the Company’s corporate purposes, or with any similar or
related purposes and even with any purposes that might
promote its growth and development.
2.1.9 CONSULTATION OF LEGAL DOCUMENTS
Corporate, accounting and legal documents the disclosure of which is required by law and by the Company’s Bylaws to the
shareholders and third parties may be inspected at the registered office of the Company.
2.1.10 FISCAL YEAR
The Company’s fiscal year begins on January 1 and ends on December 31.

2.1.11 ALLOCATION OF PROFITS
At each fiscal year-end, the Management Board establishes To the extent permitted by law, the Shareholders’ Meeting
an inventory of the Company’s various assets and liabilities may decide, exceptionally, to distribute sums withdrawn
at that date and prepares the financial statements and the from the discretionary reserves which it controls. (See also
management report to be submitted at the Shareholders’ section 2.2.5. “Dividends and dividend policy”).
Meeting in accordance with the rules and regulations in force.
The net profit generated by the Company, less prior net losses, PAYMENT OF DIVIDENDS
if any, is subject to a five percent (5%) deduction allocated to
a legal reserve fund; this deduction ceases to be mandatory The arrangements for the payment of dividends approved by
when the amount of the legal reserve exceeds one-tenth of the Ordinary Shareholders’ Meeting are set by the meeting
the share capital. itself or, failing this, by the Management Board.
The distributable profit consists of net profit for the fiscal year, This payment will be made within a maximum period of nine 2
after allocation to the legal reserve and allocation of net (9) months after the fiscal year-end, subject to an extension
income carried over from previous years. of this period by order of the President of the Court, ruling
in summary proceedings, at the request of the Supervisory
The Shareholders’ Meeting may deduct from the profit any Board.
amounts that it deems appropriate to allocate to any ordinary
or extraordinary discretionary reserve funds or to carry If the Company is a holder of its own shares, the right to a
forward, within the limit of a maximum total amount equal to dividend that they confer is withdrawn.
half (1/2) the distributable profit, unless an exception has been
authorized by the Supervisory Board by a majority of three- After five years from the dividend payment date, the dividends
quarters (3/4) of those members of the Supervisory Board are prescribed and lapse to the benefit of the Company.
who are present or represented.
Sums not collected and not prescribed constitute a claim
The balance is allocated to the shareholders in the form of by the beneficiaries that does not bear interest against the
dividends, the total amount of which must be equal to at least Company unless they are converted into loans on terms and
half (1/2) the distributable profit, unless an exception has been conditions determined by mutual agreement.
authorized by the Supervisory Board by a majority of three-
If the shares are encumbered by a usufruct, the dividends
quarters (3/4) of those members of the Supervisory Board
are due to the usufructuary. However, the proceeds from
who are present or represented.
a distribution of reserves, excluding retained earnings, are
allocated to the owner.
2.1.12 SHAREHOLDERS’ MEETINGS
2.1.12.1 SHAREHOLDERS’ MEETINGS 2.1.12.2 CONVENING OF SHAREHOLDERS’

MEETINGS
The collective decisions of the shareholders are made
at Shareholders’ Meetings, which can be ordinar y or Shareholders’ Meetings are called by the Management Board.
extraordinary depending on the nature of the decisions for
which they are called. In an emergency, Ordinary Shareholders’ Meetings may also
be called:
Duly convened Shareholders’ Meetings represent all the
shareholders and their resolutions are binding on everyone, ›› by one or more Statutory Auditors, who may only do so
including the absent , incapacit ated and objec tors or after unsuccessfully requesting that the meeting be called
shareholders deprived of the right to vote. by the Management Board;
›› by a proxy appointed by the President of the Cour t
following a summary application from any interested party
or from one or more shareholders representing at least
one-tenth of the share capital;

›› by the liquidator(s) in the event of dissolution of the ›› and, if applicable, to provide the Company, in accordance
Company and during its liquidation; and with the provisions in force, with any document that can
›› by the shareholders holding a majority of the capital or be used to identify such shareholder.
voting rights following a public tender or exchange offer or
These formalities must be completed no later than five (5) days
after the disposal of a block of shares changing the control
before the date of the Shareholders’ Meeting, unless a shorter
of the Company.
period is specified in the notice of meeting or in current
Shareholders’ Meetings are called and deliberate as provided mandatory legal provisions reducing this period.
by law.
The Company is required, at least thirty (30) days before a

2.1.12.4 COMPOSITION
Shareholders’ Meeting, to publish, in a newspaper appearing
in the list established by the Minister of the Economy and The Shareholders’ Meeting is composed of all the shareholders
Finance, a notice of meeting containing the information regardless of the number of shares held. Cor porate
required by law and the text of the draft resolutions to be shareholders are represented by their proxy who need not
presented to the Shareholders’ Meeting by the Executive be a shareholder.
Board.
A shareholder may be represented by another shareholder, the
The Company is required, at least fifteen (15) days before a shareholders’ guardian, spouse or by an ascendant or descendant
Shareholders’ Meeting, to publish, in a newspaper appearing of the shareholder, without it being necessary that the latter,
in the list established by the Minister of the Economy personally, be shareholders, or by any company whose corporate
and Finance, a notice of meeting including, if applicable, purpose is the management of portfolios of securities.
information on how to vote by mail. The Company must
Joint owners of undivided shares are represented at
publish in an official journal of record, at the same time as
Shareholders’ Meetings by one of them or by a single proxy.
the call to the Annual Ordinary Shareholders’ Meeting, the
summary financial statements for the previous fiscal year Shareholders who have pledged their shares retain only the
prepared in accordance with the legislation in force (which right to attend Shareholders’ Meetings.
must include the balance sheet, the income statement, the
schedule of income statement balances and the cash flow
statement) and the report of the Statutory Auditor(s) on those 2.1.12.5 COMMITTEE – ATTENDANCE
statements. REGISTER
Any changes to these documents must be published in an
official journal of record by the Company within twenty days ■■ Committee
of the date of holding the Annual Ordinary Shareholders’
Meeting. Shareholders’ Meetings are chaired by the Chairman or the
Deputy Chairman of the Supervisory Board. Otherwise, the
Meetings are held either at the registered office or at another meeting elects its own Chairman.
location specified in the call to meeting.
The Chairman of the Shareholders’ Meeting is assisted by
two (2) shareholders representing the largest number of
2.1.12.3 AGENDA shares, either in their own right or as proxies, who, subject to
their acceptance, are appointed as tellers. The committee thus
The agenda for meetings is set by the person calling the formed appoints a Secretary who need not be a shareholder
meeting. attending the meeting.
However, one or more shareholders representing at least two

■■ Attendance register
percent (2%) of the share capital may request that one or more
draft resolutions be included in the agenda. An attendance register is maintained at each Shareholders’
Meeting showing the first name(s), the family name and
Regardless of the number of shares held, every shareholder
the address of the shareholders and, if applicable, their
has the right, on proof of identity, to attend Shareholders’
representatives, and the number of shares and votes they hold.
Meetings, on condition:
This attendance register is initialed by all shareholders present
›› for holders of registered shares: that these are registered
and by the proxies of those absent. It is then certified by the
in the name of the holder in the records of the Company;
members of the Meeting Committee.
›› for holders of bearer shares: that the bearer shares, or a
certificate of deposit issued by the depository of these
shares, are lodged at the place mentioned in the notice
convening the meeting;

2.1.12.6 VOTING It appoints and removes the members of the Supervisory

Board, removes the members of the Management Board and
appoints the Statutory Auditors.
Members of the Shareholders’ Meeting have as many votes
as the shares they hold or represent, including by means of
voting proxies or other powers. ■■ Quorum and majority
Voting rights attached to shares belong to the usufructuary Ordinary Shareholders’ Meetings are regularly constituted
at Ordinary Shareholders’ Meetings and to the bare owner at and may validly deliberate on first call if the shareholders
Extraordinary Shareholders’ Meetings. present or represented hold at least one quarter of the shares
with voting rights, excluding shares acquired or accepted as
If shares are pledged, the owner exercises the right to vote. security by the Company. If there is no quorum, a second
meeting is called for which no quorum is required.
The Company may not vote using shares that it has acquired
or accepted as security. At Ordinary Shareholders’ Meetings, resolutions are passed
Any shareholder may vote by mail in accordance with current

by a majority vote of the shareholders present or represented.
2
regulations. Shareholders exercising a postal vote are treated
as shareholders present or represented when their postal 2.1.12.9 EXTRAORDINARY
voting form is received by the Company at least two days SHAREHOLDERS’ MEETINGS
before the Shareholders’ Meeting.
■■ Powers and responsibilities

2.1.12.7 MINUTES
Only Extraordinary Shareholders’ Meetings are authorized to
Minutes of Shareholders’ Meetings are recorded in a special amend any or all the provisions of the Bylaws.
register kept at the registered office, numbered and initialed by
the Registrar of the Court of the place where the Company’s However, they may not change the nationality of the Company
registered office is located. nor increase the obligations of shareholders without the
consent of each of them.
Copies or extracts of the minutes are certified only by the
Chairman of the Supervisory Board or by the Deputy Chairman They may decide to transform the Company into a company
of the Supervisory Board, signing jointly with the Secretary. with any other form, subject to compliance with the legal
provisions applicable on this subject.
2.1.12.8 ORDINARY SHAREHOLDERS’ ■■ Quorum and majority

MEETINGS
E x traordinar y Shareholder s’ Meetings are only duly
constituted and may only validly deliberate if the shareholders
■■ Powers and responsibilities present or represented at the first meeting called hold at least
half or, at the second meeting called, one quarter of the shares
Ordinary Shareholders’ Meetings decide on all administrative
providing the right to vote, excluding shares purchased or
matters that exceed the powers of the Supervisory Board and
accepted as security by the Company.
the Management Board and which are not within the powers
of Extraordinary Shareholders’ Meetings. In the absence of a quorum representing one quarter, the
second meeting may be postponed to a date no more than
An Ordinary Shareholders’ Meeting is held at least once a year,
two months after the meeting at which it had been called
within six months of the fiscal year-end.
and may duly be held with the presence or representation
This Shareholders’ Meeting hears, in particular, the reports of shareholders representing at least one quarter (1/4) of
of the Management Board and of the Statutory Auditor(s). the share capital. At Extraordinary Shareholders’ Meetings,
It considers, amends, and approves or rejects the financial resolutions are passed by a two-thirds majority vote of the
statements. It votes on the distribution and allocation of profits. shareholders present or represented.

2.1.13 STATUTORY AUDITORS
Audits of the Company are conducted by at least two The Statutory Auditor(s) appointed by the President of the
Statutory Auditors who are appointed and perform their Court will remain in office until the appointment of the new
engagement according to law. Statutory Auditor(s) by the Shareholders’ Meeting. The
appointment of Statutory Auditors must take into account
the rules governing conflicts of interest.
2.1.13.1 APPOINTMENT –
DISQUALIFICATION – In the event of resignation, the Statutory Auditors must
INELIGIBILITY prepare a report explaining the reasons for their decision.
This document is submitted to the Supervisory Board and to
the next Shareholders’ Meeting. It must be sent immediately
During the life of the Company, the Statutory Auditors are
to the AMMC.
appointed for three fiscal years by the Ordinary Shareholders’
Meeting.
2.1.13.2 DUTIES OF STATUTORY
The duties of the Statutory Auditors expire after the Ordinary
Shareholders’ Meeting called to approve the financial
AUDITORS
statements for the third fiscal year. Statutory Auditors may
be reappointed. Statutory Auditors have the permanent duty, to the exclusion
of any interference in the management, to audit the book
A Statutory Auditor appointed by a Shareholders’ Meeting to values, ledgers and accounting records of the Company and
replace another will only remain in office for the remainder of to verify that its accounts comply with the rules in force.
the term of office of the Statutory Auditor’s predecessor. If it is They also verify the accuracy and consistency with the
proposed at a Shareholders’ Meeting not to renew a Statutory summary financial statements of the information set out in
Auditor’s term of office when it expires, the Statutory Auditor the management report of the Management Board and in the
may, if the Statutor y Auditor so requests, address the documents sent to shareholders concerning the Company’s
Shareholders’ Meeting. assets, its financial position and its results of operations.
One or more shareholders representing at least 5% of the The Statutory Auditors ensure that equality between the
share capital and/or the Moroccan Financial Market Authority shareholders has been observed.
(AMMC) may make a duly justified application to the President
of the Commercial Court, ruling in summary proceedings, for The Statutor y Auditors are invited to meetings of the
the disqualification of the Statutory Auditor(s) appointed by Management Board and the Supervisory Board which approve
the Shareholders’ Meeting and for the appointment of one or the financial statements and to Shareholders’ Meetings.
more auditors to hold office in their place. For the matter to
The Statutor y Auditor(s) may, at any point throughout
be referred to the court, a duly reasoned application must be
the year, conduct any inspections and audits that they deem
submitted within a period of (30) thirty days from the disputed
appropriate, and may obtain disclosure, at the Company’s
appointment. If the application is granted, the Statutory
offices, of any documents they consider necessary for the
Auditor(s) appointed by the President of the Commercial Court
performance of their duties and, in particular, any contracts,
will remain in office until the appointment of new auditor(s) by
ledgers, accounting documents and registers of minutes.
the Shareholders’ Meeting.
The summary financial statements and the Management
If it becomes necessary to appoint one or more auditors and
Board’s management repor t are made available to the
if the meeting fails to do so, any shareholder may apply to
Statutory Auditors at least sixty days prior to the notice
the President of the Commercial Court, ruling in summary
convening the Annual Shareholders’ Meeting.
proceedings, for the appointment of the required Statutory
Auditor(s).

2.1.14 AUDIT COMMITTEE
Law 78.12 amending and supplementing Law 17-95 on statutory audit of financial statements and the independence
corporations (sociétés anonymes) outlines in Article 106a the of auditors with particular focus on the provision of additional
obligation for companies whose shares are listed for trading services. It also makes recommendations to the Shareholders’
to set up an Audit Committee acting under the responsibility Meeting on the Statutory Auditor(s) whose appointment is
of the Supervisory Board. The latter is specifically responsible proposed. In addition, it reports to the Supervisory Board on
for ensuring that information is collected and presented to the a regular basis on the performance of its duties and promptly
shareholders, the public and the AMMC for monitoring the informs of any difficulties encountered.
effectiveness of internal control systems, internal audits, the
2.1.15 DISPOSAL OF SHARES

2
Disposals of shares take place as provided by law.
2.1.16 SHAREHOLDING DISCLOSURE THRESHOLDS
2.1.16.1 IN MOROCCO The declaration mentioned above must also be made when
the shareholding falls below the thresholds indicated above.
The obligations concerning the thresholds for the disclosure In each declaration referred to above, the declarant must
of ownership of shares or voting rights in listed companies are certify that the declaration made comprises all the shares or
described by Circular 01/04 of June 8, 2004. voting rights owned or held. It must also indicate the dates of
acquisition or transfer of shares.
The following description summarizes these obligations.
Holders of Company shares or other securities are advised Any individual or legal entity, acting alone or in concert,
to consult their legal advisors in order for them to prepare a who comes to hold, directly or indirectly, a number of shares
declaration if the disclosure obligation is applicable to them. representing more than one-tenth (10%) or one-fifth (20%)
of the capital or voting rights of the Company must, within
Any individual or legal entity, acting alone or in concert,
five business days of crossing above one of these thresholds,
who comes to hold, directly or indirectly, a number of shares
inform the Company, the Moroccan Financial Market Authority
representing more than a twentieth (5%), a tenth (10%), a fifth
(AMMC) and the Casablanca Stock Exchange of the objectives
(20%), a third (33.33%), half (50%) or two-thirds (66.66%) of the
it intends to pursue in the subsequent twelve (12) months,
Company’s capital or voting rights must, within five business days
clarifying whether it is acting alone or in concert, whether it
of crossing above or below the shareholding threshold, inform
plans to stop or continue buying shares, whether it plans to
the Company, the Moroccan Financial Market Authority (AMMC)
nominate members for the corporate bodies, and whether or
and the Casablanca Stock Exchange of the total number of shares
not it intends to take control of the Company.
held and the attached voting rights. The date of crossing the
shareholding threshold is the date of execution on the stock The date of crossing a threshold referred to in the previous
market of the order passed by the declarant. paragraph is the date when the order passed by the declarant
is executed on the stock market.
In addition to the statutory obligation mentioned above to
inform the Company of crossing upward or downward the Without prejudice to the provisions of public order and within
aforementioned thresholds for holdings of capital or voting the mandatory provisions of the law, in the event of non-
rights, any individual or legal entity, acting alone or in concert, compliance with the above reporting obligation, the shares
who comes to hold, directly or indirectly, a number of shares exceeding the fraction that should have been declared are
representing more than 3%, 5%, 8%, 10%, and, above 10%, stripped of the right to vote at any Shareholders’ Meeting
each 5% multiple of the Company’s capital or voting rights, is held until the expiration of a period of two (2) years from the
required to declare to the Company, by registered mail with date of the violation.
acknowledgment of receipt, the total number of shares or
voting rights held, within five stock exchange trading days
from the date of acquisition.

Holders of shares may also be subject to reporting obligations provided in the AMF guidelines concerning declarations
provided for by Moroccan royal decree (Dahir) 1-04-21 of crossing the shareholding threshold available on the
promulgating Law 26-03 relating to tender offers on the stock website www.amf-france.org.
market, as amended and supplemented by Law 46-06.
They may be transmitted electronically to the AMF. The
AMF then informs the public about the declarations within
2.1.16.2 IN FRANCE a maximum of three trading days after the receipt of the
completed declarations.
The provisions of the General Regulations of the French
Financial Markets Regulator (AMF), concerning the method The different applicable thresholds are as follows: 5%, 10%,
for calculating declarations of crossing the shareholding 15%, 20%, 25%, 30%, 33%, 50%, 66%, 90% and 95%.
thresholds, the content, the distribution and finally the
Declaration of intent:
declaration of intent, applicable to the Company, are defined
as follows: ›› The declaration of crossing the threshold(s) of 10%, 15%,
20% or 25% of the capital or voting rights results in the
In calculating the shareholding disclosure thresholds, the
obligation to make a declaration of intent for the next
person liable for the information takes into account the shares
six months. Such declaration must indicate whether the
and voting rights it holds, as well as the shares and voting
purchaser is acting alone or in concert, whether it plans
rights considered equivalent to them, and determines the
to stop or to continue buying or to acquire control of a
fraction of the share capital and voting rights which it holds
company, the strategy which it plans with regard to the
on the basis of the total number of shares representing the
issuer, and if it plans to ask the issuer to appoint the
share capital of the Company and the total number of voting
declarant or one or more persons as a Director or as a
rights attached to these shares.
member of the Management Board or of the Supervisory
Content of and methods for delivering the declaration of Board. It must be sent to the Company whose shares were
crossing the shareholding disclosure threshold(s): acquired and to the AMF within ten trading days. This
information is disclosed to the public in accordance with
›› Persons to notify the AMF must do so no later than the terms set forth in the General Regulations of the AMF.
the fourth trading day after crossing the shareholding
threshold. The AMF publishes on its website the calendar of The penalty attached to failure to declare the crossings
trading days on the different regulated markets established of shareholding thresholds or to irregularities in these
or operating in France. declarations (loss of voting right s at tached to shares
exceeding the fraction that should have been declared for
›› Declarations of crossing the shareholding disclosure
any Shareholders’ Meeting to be held within two years from
threshold must be prepared based on the template
the date of proper notice) also applies to failure to make a
declaration of intent.
2.1.17 PUBLIC OFFERS
Public offers under Moroccan law are governed by Law 46-06 Unlike French law, which requires the involvement of the
amending and supplementing Law 26-03 of April 21, 2004. A sponsoring institutions, under Moroccan law, a draft public
public offer is defined as a procedure that enables an individual offer is filed by the offeror with the Moroccan Financial Market
or legal entity (called the offeror), acting alone or in concert, to Authority (AMMC) and must include:
make it known publicly that it proposes to acquire, exchange
or sell all or part of the securities giving access to the share ›› the objectives and intentions of the offeror;
capital or voting rights of a company the securities of which ›› the number and type of shares that the Company holds or
are listed. expects to hold;
›› the date and terms on which their purchase has been or
As under French law, public offers can be voluntary or
may be carried out;
mandatory when certain conditions are met.
›› the price or exchange ratio at which the of feror is
offering to acquire or dispose of the securities, the basis
2.1.17.1 VOLUNTARY PUBLIC OFFERS it has selected for setting them and the planned terms of
settlement, delivery or exchange;
Any individual or legal entity, acting alone or in concert, ›› the number of securities involved in the draft public offer;
wishing to make it known publicly that it intends to sell or and
purchase securities listed on the stock exchange may file a
draft Public Offer for the purchase or sale of said securities.

›› if applicable, the percentage, expressed in voting rights, and file with the AMMC its own prospectus within a maximum
below which the offeror reserves the right to withdraw period of five (5) trading days from receipt of the Offeror’s
its offer. prospectus. The latter is required to deliver a copy of its
prospectus and its draft Public Offer to the target company
The draft public offer must be accompanied by a prospectus. on the day it files its draft Public Offer with the AMMC.
The content and implementation of the proposals in the draft The contents of the prospectus(es) is set by the AMMC, which
offer are guaranteed by the offeror and, if applicable, by any has a maximum of twenty-five (25) business days to approve
person acting as surety. The draft Public Offer filed with the prospectus(es) from the date of filing. If it considers that
the AMMC must be accompanied, if applicable, by the prior additional justification or explanations are required, this period
authorization(s) of the competent authorities. Without this may be extended by ten (10) business days. When this period
authorization, a draft public offer is inadmissible. has elapsed, the AMMC will grant or refuse approval, and
reasons must be given for any refusal of approval.
Upon filing of the draft Public Offer, the AMMC will publish
2
a notice of filing of the draft Public Offer in an official journal The management company centralizes the sale or exchange
of record reporting the main provisions of the proposal. The orders and communicates the results to the AMMC, which
publication of such notice marks the start of the offer period. publishes a notice on the outcome of the offer in an official
journal of record. Under French law, the AMF’s task is to check
The AMMC discloses the main features of the draft public
that the Offeror’s proposal complies with current regulations
offer to the authorities, which then have two (2) business days
(audit of compliance). To that end, the AMF has ten (10)
to decide whether the draft is admissible in view of the
trading days from the start of the offer period to examine,
national strategic interests.
among other things, the objectives and intentions of the
If the administration fails to publish its decision within Offeror and the information contained in the draft prospectus.
two (2) days, it is deemed not to have any comments to make. During this period, the AMF may request any explanation or
justification required for it to learn about both the draft offer
Upon filing of the draft Public Offer, the AMMC will request and the draft prospectus.
that the stock exchange management company suspend
trading in the securities of the target of the draft Public Offer. The deadline is suspended until receipt of the required
The notice of suspension is published. documents. If the draft offer meets the required conditions,
the AMF publishes a compliance statement that carries its
The AMMC has ten (10) business days from the publication to approval of the prospectus.
consider the admissibility of the draft offer and may require
the offeror to produce any evidence or information required Under French law, the prospectus approved by the AMF
for its assessment. Under French regulations, this time limit is must be widely publicized (i) in a daily economic and financial
five (5) trading days following the publication of the filing of newspaper with national circulation or (ii) by being made
the draft offer. available to the public, free of charge, by the Offeror and the
target company and published in summary form, or be the
As under French law, the offeror must amend the draft to subject of a press release the distribution of which is ensured
comply with the recommendations of the AMMC if the latter by the Offeror, in accordance with established procedures.
considers that the draft violates the principle of equality among This publication must take place before the opening of the
shareholders, transparency, market integrity and fairness in offer and no later than the second trading day following the
transactions and competition. In all cases, the AMMC has the issuance of approval.
authority to ask the offeror for any additional warranties or
to require the deposit of margin in cash or securities. Reasons
must be given for any decision of inadmissibility.
2.1.17.2 MANDATORY PUBLIC OFFERS
Where an offer is declared admissible, the AMMC informs the

■■ Tender offer
offeror of its decision and publishes a notice of admissibility
in an official journal of record. Concurrently, the AMMC asks Under the provisions of Article 18 of Moroccan Law 26-03 on
the stock exchange management company to resume trading. public offers, as amended and supplemented by Law 46-06,
it is mandatory to file a tender offer where a person or entity,
Any proposed Public Offer must be accompanied by a
acting alone or in concert, comes to hold, directly or indirectly,
prospectus which may be prepared jointly by the Offeror and
a certain percentage of the voting rights of a company the
the target company if it accepts the Offeror’s objectives and
shares of which are listed on the stock exchange.
intentions. If not, the target company may separately prepare

The Minister of Finance and Privatization’s Decree 1874‑04 The persons who file such an offer must, on their initiative
of 11 Ramadan 1425 (October 25, 2004) set at 40% the and within three business days after crossing the threshold of
percentage of voting rights that requires the holder to make 95% of the voting rights, file a draft public buyout offer with
a take-over bid. the AMMC.
Any individual or legal entity must, on its own initiative and Failing which, they automatically lose all voting, monetary
within three business days after crossing the threshold of 40% and other rights that they may have in their capacity as
of the voting rights, file a draft public offer with the AMMC. shareholders. These rights are recovered only after the filing
Failing which, such person and those acting in concert with of a draft public buyout offer.
it automatically lose all the voting rights and the monetary
and other rights that they may have in their capacity as The filing of a public buyout offer may also be imposed by
shareholders. These rights are recovered only after the filing the AMMC or the individual(s) or legal entity(ies) holding,
of a draft public offer. alone or in concert, a majority of the capital of a company
the shares of which are listed on the stock exchange, at the
The AMMC may grant an exception to the filing of a draft request of a group of shareholders that do not belong to
Mandatory Public Offer where: the majority group, provided that several conditions are met
including the requirement for the person(s) holding a majority
›› crossing the percentage of 40% does not affect the control simultaneously to hold 66% of the voting rights (Minister of
of the company concerned, particularly in the event of a Finance and Privatization Decree 1873-04 dated 11 Ramadan
capital decrease or a transfer of ownership of shares 1425).
between companies in the same group;
›› voting rights result from direct transfer, from distribution of It is also mandatory for the individuals or legal entities holding,
assets by a legal entity proportionate to the shareholders’ alone or in concert, a majority stake in the company, to file a
rights, following a merger or partial contribution of assets, public buyout offer if the shares of a company are delisted for
or from subscription to the increase in capital of a company whatever reason.
in financial difficulty.
Applications for exemptions are filed with the AMMC within

2.1.17.3 COMPETING PUBLIC OFFERS
three business days of crossing the threshold of 40% of the AND OVERBIDDING
voting rights. The applications must include undertakings by
this person to the AMMC not to take any action aimed at Public offers may be subject to one or more competing public
acquiring control of said company for a specified period or to offers or overbidding.
implement a recovery plan to revive the company concerned
if it is in financial difficulty. If the AMMC grants the requested A competing public of fer is a procedure by which any
exemption, the decision is published in an official journal of individual or legal entity, acting alone or in concert, may, from
record. the opening of a public offer and no later than five trading days
before its closing date, file with the AMMC a competing public
offer for the securities of the company targeted in the initial
■■ Public buyout offer
offer.
Under the provisions of Article 20 of Moroccan Law 26-03 on
Overbidding is the process by which the offeror of the initial
public offers, as amended and supplemented by Law 46-06,
public offer improves the terms of its initial offer, either on
it is mandatory to file a public buyout offer where a person
its own initiative or as a result of a competing public offer, by
or entity, acting alone or in concert, comes to hold, directly
changing the price or the type or amount of the securities or
or indirectly, a certain percentage of the voting rights of a
the terms and conditions of payment. An offeror who wishes
company the shares of which are listed on the stock exchange.
to make a higher offer must file the amendments proposed
The Minister of Finance and Privatization’s Decree 1875- to its initial public offer with the AMMC no more than five
04 of 11 Ramadan 1425 (October 25, 2004) set at 95% the trading days before the closing date of its initial offer. The
percentage of voting rights that requires the holder to make AMMC assesses the admissibility of the overbidding offer
a public buyout offer. within five trading days from the filing of the draft offer. The
offeror of a public offer prepares and submits a supplementary
prospectus to the AMMC for approval.

Where more than ten weeks have passed since the publication During the period of the public offer, the target company, the
of the opening of a public offer, the AMMC may, in order offeror, the individuals or legal entities directly or indirectly
to expedite the competition between the public offers, set holding at least 5% of the capital or voting rights of the target
a deadline for the submission of overbids or of successive company, and any other individuals or legal entities acting in
competing public offers. concert with them, must, after each trading session, declare
to the AMMC the buy and sell transactions that they have
If there is a competing public offer, the offeror of the initial or executed in the securities concerned by the offer, as well as
previous public offer must, no later than ten days before the any transaction that transfers the ownership of the shares
closure of said public offer, inform the AMMC of its intentions. or voting rights of the target company, immediately or in the
It may maintain its offer, abandon it or change it with a higher future.
bid.
Any authorization of a capital increase adopted by the
Under French law, a competing tender offer or an overbid Extraordinary Shareholders’ Meeting of the target company
must be drafted with a price which is at least 2% higher than is suspended for the period of the public offer or the exchange
the price stipulated in the initial offer. In other cases, it may
also be declared admissible if it is accompanied by a significant
offer for the shares of said company, and the target company
may not increase its treasury stock holdings.
2
improvement in the terms and conditions proposed to the
shareholders. Finally, it may also be declared admissible if, During the period of the public offer, the competent bodies
without modifying the terms stipulated in the previous offer, of the target company must first notify the AMMC of any
it removes or lowers the threshold below which the offeror planned decision, within their powers, that would prevent the
would not have responded to the offer. completion of the public offer or of a competing offer. Under
French law, the offeror of a public offer and the persons acting
in concert with it may, subject to exceptions, purchase the
2.1.17.4 RULES RELATING TO TARGET
securities of the target company in the market, on certain
COMPANIES AND TO THE conditions as to price. These rules also apply to own-account
OFFERORS OF A PUBLIC OFFER trades by an institution advising the offeror or the target
company. The General Regulations of the AMF also impose
During the period of a public offer, the offeror, and the obligations to declare buy and sell transactions in securities
persons with whom the offeror acts in concert, may not, in the concerned by the offer.
case of a joint offer, trade in securities of the target company
nor in securities issued by the company whose securities are 2.1.17.5 AMMC SUPERVISION
offered in exchange. In the event of a voluntary public offer,
the offeror may withdraw its offer within the five trading days
AND MONETARY PENALTIES
following the publication of the notice of admissibility of a
competing offer or of an overbid. The offeror informs the The offerors of a public offer, the target companies and the
AMMC of its decision to abandon, which is published by the persons acting in concert with them are subject to control by
latter in an official journal of record. This option exists under the AMMC, which ensures the orderly conduct of such offers
the French regulations as well. in the best interests of investors and the market. The AMMC
may impose civil and criminal penalties.
During the period of the public offer, the target company
and, if applicable, the persons acting in concert with such,
may not trade, directly or indirectly, in the securities of the
target company. Where the public offer is paid entirely in cash,
the target company may, nonetheless, proceed with a share
buyback program if a resolution of the Shareholders’ Meeting
which authorized the program has expressly provided for this.

Additional information about the Company
2.2 Additional information about the Company
2.2.1 SHARE CAPITAL
2.2.1.1 AMOUNT OF CAPITAL SUBSCRIBED However, the right to receive documents required by law
belongs to each of the joint owners of undivided shares, and
to each of the bare owners and usufructuaries.
The share capital of Itissalat Al-Maghrib is MAD 5,274,572,040,
divided into 879,095,340 shares with a par value of MAD 6 each,
all of the same class and fully paid in. 2.2.1.3 RIGHTS AND OBLIGATIONS
The nominal value of the shares may be increased or reduced
ATTACHED TO SHARES
as provided for by current laws and regulations. The share
capital may be increased, reduced or redeemed by decision Each share confers the right to one part, in proportion to the
of the relevant Shareholders’ Meeting and as provided by percentage of the capital it represents, of the profits or in the
current laws and regulations. corporate assets, on distribution, both during the life of the
Company and in liquidation.
2.2.1.2 FORM OF SHARES Every shareholder has the right to be informed about the
progress of the Company and to obtain disclosure of certain
T he share s are in regis tere d or b e arer for m , at t he corporate documents at the times and in the manner provided
shareholder’s choice. for by law and by the Bylaws.
The Company maintains a register of transfers at its registered Shareholders are only liable for corporate debt up to the
office in which subscriptions and transfers of registered shares nominal amount of the shares they own; any call for funds
are recorded in chronological order. The register is numbered beyond this sum is not permitted.
and initialed by the President of the Court. Any holder of a
The right s and obligations at tached to a share follow
registered share issued by the Company is entitled to obtain a
ownership whenever it changes.
true copy certified by the President of the Management Board.
If the register is lost, copies are authentic. Share ownership will automatically imply acceptance of the
Company’s Bylaws and the resolutions of Shareholders’
The Company reserves the right not to create its securities
Meetings and of the Supervisory and Management Board,
in physical form. In accordance with current legal provisions
acting upon delegations of authority from Shareholders’
concerning the registration of securities, the Company’s
Meetings.
shares must be evidenced by an account entry with the central
depository. The heirs, creditors, assigns or other representatives of a
shareholder may not, under any pretext whatsoever, require
■■ Indivisibility of shares official seals to be placed on the property and assets of the
Company, nor request that these be divided or offered for
The shares are indivisible with respect to the Company, which sale at auction nor interfere in any way in its management.
only recognizes one owner for each share. When exercising their rights, they must rely on the corporate
inventories and the decisions of the Shareholders’ Meeting.
Joint owners are required to appoint a joint representative
in respect of the Company to exercise their right s as Whenever it is necessary to own several shares in order to
shareholders. In the absence of an agreement, a proxy is exercise any right, the owners of single shares or of less than
appointed by the President of the Court, ruling in summary the required number of shares will be personally responsible
proceedings, on application by the most vigilant co-owner. for consolidating and if necessary buying or selling the
required number of securities or rights.

2.2.1.4 ACQUISITION BY THE COMPANY After purchasing its own shares, a company is required to
render the details of all of its transactions public before the
OF ITS OWN SHARES
end of the seventh trading day following the date of execution
and to file, with the AMF, monthly reports containing specific
■■ Moroccan laws information about the transactions involved and a semi-annual
account of the means in securities and in cash involved.
According to Moroccan laws and the Company’s Bylaws, the
Company may acquire its own fully paid shares, up to a limit ■■ Share buyback program
of 10% of the total of its shares and/or of a specific category
of its shares. The current buyback program to regulate the market was
approved by the Shareholders’ Meeting of April 26, 2016, after
Pursuant to Decree 2-02-556 of February 24, 2003, as the Company had obtained approval from AMMC on April 8,
amended and supplemented by Decree 2-10-44 of June 30, 2016 under reference VI/EM/006/2016 for the Simplified
2010, and to AMMC Circular of February 2011, replaced by Prospectus relating to said program.
the circular of January 2012, the circular of October 2013
and the Circular of October 2014, any corporation whose The Shareholders’ Meeting held on April 26, 2016 resolved:
2
shares are listed on the Casablanca Stock Exchange wanting
to buy back its own shares in order to regulate their price must ›› to revoke the buyback program on the stock exchange in
prepare a factsheet which must be submitted to the AMMC order to regulate the market as authorized by the Ordinary
for approval prior to holding the Shareholders’ Meeting Shareholders’ Meeting of April 30, 2015, which is expected
convened to vote on the transaction. to expire on November 7, 2016;
›› t o a u t h o r i ze t h e M a n a g e m e n t B o a r d , a s o f t h i s
Trading by the Company in its own shares in order to regulate Shareholders’ Meeting, in accordance with Article 281
their price must not interfere with the normal functioning of of the L aw governing corporations, for a period of
the market. A company which trades in its own shares must, eighteen months from May 10, 2016 to November 9,
no later than the seventh day following the end of the month 2017, to purchase Company shares on the market, on
in question, notify the AMMC about the transactions executed one or more occasions, in Morocco or abroad, in order to
in the share. If a company does not trade its own shares during regulate their price and to introduce on the Casablanca
any given month, it must inform the AMMC thereof within the Stock Exchange a liquidity contract backing this buyback
same deadline. program. The number of shares targeted by said liquidity
contract may not under any circumstances exceed 300,000
During the implementation of the buyback program, any
shares, representing 20% of total number of shares covered
changes to the number of shares to be acquired, to the
by the buyback program.
maximum purchase price and minimum sale price, and to the
deadline within which the acquisition is to be made, must The characteristics of this buyback program are as follows:
promptly be brought to the attention of the public by way of
a press release published in an official journal of record. Such ›› program schedule: from May 10, 2016, to November 9,
changes must remain within the limits of the authorization 2017;
given by the Shareholders’ Meeting. ›› spread between buy and sell trades price: MAD 88 –
MAD 139;
■■ French regulations ›› maximum part of the share capital to be held, including
the shares targeted by the liquidity contract: 0.17%, i.e.,
Following the admission of its shares to trading on a regulated
1.5 million shares;
market in France, the Company is subject to the regulations
summarized below. ›› m a x i m u m a m o u n t a l l o c a t e d t o t h e p r o g r a m :
MAD 208,500,000;
In accordance with the General Regulations of the AMF, the ›› liquidit y cont r a c t b a ck ing t his b u y b a ck p rog r am ,
purchase by a company of its own shares is conducted in representing 20% of the program, or a maximum of
terms of a prospectus entitled “Program Description,” which 300,000 shares.
is not subject to AMF approval.
Under said regulation and under European Commission

Regulation 2273/2003 of December 22, 2003, a company may
not trade in its own shares for the purpose of manipulating
the market.

The result of the share buyback program for the period extending from January 1 to December 31, 2016 is as follows:
Casablanca – excl. Casablanca –

liquidity pool liquidity pool Paris Total
Number of shares bought 670,771 1,019,762 338,092 2,028,625
Average buy price MAD 125.29 MAD 124.97 EUR 11.49 -
Number of shares sold 876,771 1,161,012 348,355 2,386,138
Average sell price MAD 122.79 MAD 123.63 EUR 11.66 -
SHARES HELD AT DECEMBER 31, 2016 1,000 3,750 7,479 12,229
Under a contract signed on October 17, 2014, Maroc Telecom commissioned Rothschild & Cie Banque with the implementation
of the following:
›› in Casablanca, a price regulation contract in accordance with the circular of January 2012, for which an amount of MAD 55
million has been allocated;
›› in Paris, a liquidity contract in accordance with the Code of Ethics established by the French Association of Investment Firms
(AFECEI). For the implementation of this contract, EUR 5 million was allocated to the liquidity account.
The following table shows the summary of these contracts:
Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016

Casablanca – excl. liquidity pool 61,000 shares 207,000 shares 1,000 shares
MAD 14,079,800.85 MAD 8,547,584 MAD 32,777,312.76
Casablanca – liquidity pool 24,000 shares 145,000 shares 3,750 shares
MAD 40,367,280.54 MAD 18,229,490.57 MAD 35,019,587.96
Paris – liquidity account 60,200 shares 17,742 shares 7,479 shares
EUR 4,256,907 EUR 4,771,055 EUR 4,943,937.00
Source: Rothschild & Cie Banque.
2.2.1.5 CHANGES IN THE COMPANY’S SHARE SINCE INCORPORATION
The table below shows the main transactions in the share capital executed in the last three years:
Total number Nominal Capital

Date Transaction of shares (in MAD) (in MAD)
12/31/2014 None 879,095,340 6 5,274,572,040
12/31/2015 None 879,095,340 6 5,274,572,040
12/31/2016 None 879,095,340 6 5,274,572,040

2.2.2 CURRENT SHAREHOLDER STRUCTURE AND VOTING RIGHTS

OF THE COMPANY
2.2.2.1 SHAREHOLDER STRUCTURE
At December 31, 2016, the share capital and voting rights of the Company were held as follows:
Number Number
Shareholders of shares % of capital of voting rights % voting rights
Société de Participations
dans les Télécommunications (SPT*) 465,940,477 53.00% 465,940,477 53.00%
Kingdom of Morocco
Senior managers
263,728,575
76,303
30.00%
0.01%
263,728,575
76,303
30.00%
0.01%
2
Public 149,337,756 16.99% 149,337,756 16.99%
Treasury shares** 12,229 0.00% - -
TOTAL 879,095,340 100% 879,083,111 100%
* SPT is a Moroccan corporation controlled 91.3% by Etisalat and 8.7% by Abu Dhabi Development Fund.
** 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
at Shareholders’ Meetings.
2.2.2.2 POTENTIAL CAPITAL In 2006, the Moroccan government sold 0.10% of Maroc
Telecom’s share capital, thereby reducing the Kingdom of
Morocco’s stake to 34%.
At the date of this Registration Document, the Company had
not issued any securities, other than ordinary shares, carrying On July 2, 2007, the Moroccan Government placed 4% of
direct or indirect rights to Company capital, immediately or in Maroc Telecom’s shares on the Casablanca Stock Exchange
the future. Likewise, there is currently no stock-option plan at MAD 130 per share. The sale took the form of a private
reserved for employees. placement for Moroccan and international institutional
investors, with book building during the period June 26-
2.2.2.3 CHANGES IN THE COMPANY’S 28, 2007. On completion of the transaction, the Moroccan
government held 30% of the share capital and voting rights
SHAREHOLDING STRUCTURE of Maroc Telecom, and the free float had increased from 15%
to 19%.
Maroc Telecom shares have been lis ted on both the
Casablanca and Paris Stock Exchanges since December 13, Under the terms of the agreement signed in 2007 between
2004, after the Kingdom of Morocco’s sale by public offering Vivendi and the CDG Group, Vivendi acquired 2% of Maroc
of a 14.9% stake in Maroc Telecom. Telecom’s share capital, thereby increasing its stake from 51%
to 53% and reducing the free float to 17%. In addition, the
On November 18, 2004, the Kingdom of Morocco and Vivendi CDG Group acquired a 0.6% stake in Vivendi.
concluded an agreement regarding the acquisition by Vivendi
of a 16% stake in Maroc Telecom. On May 14, 2014, under a service agreement between
Emirates Telecommunications Corporation (“Etisalat”) and
On January 4, 2005, this agreement allowed Vivendi to Vivendi, Etisalat took control of Société de Participation dans
increase its stake from 35% to 51% through the acquisition les Télécommunications (“SPT”), a holding company with 53%
of 140,655,260 Maroc Telecom shares, thereby extending of the share capital and voting rights of the Company.
its control.

During the last three years, the share capital and voting rights of the Company were held as follows:
Dec. 31, 2014
Number % of Number of % voting
Shareholders of shares capital voting rights rights
Société de Participation et de Télécommunication (SPT*) 465,940,477 53.00% 465,940,477 53.03%
Kingdom of Morocco 263,728,575 30.00% 263,728,575 30.01%
Senior managers 76,303 0.01% 76,303 0.01%
Public 149,204,785 16.97% 149,204,785 16.98%
TOTAL 879,095,340 100% 878,950,140 100%
** 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
at Shareholders’ Meetings.
Dec. 31, 2015
Number % of Number of %
Shareholders of shares capital voting rights voting rights
Senior managers 76,303 0.01% 76,303 0.01%
Public 148,980,243 16.97% 148,980,243 16.95%
TOTAL 879,095,340 100% 878,725,598 100%
** 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 at
Shareholders’ Meetings.
Dec. 31, 2016
Number % of Number of % voting
Shareholders of shares capital voting rights rights
Senior managers 76,303 0.01% 76,303 0.01%
Public 149,337,756 16.99% 149,337,756 16.99%
TOTAL 879,095,340 100% 879,083,111 100%
** 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 at
Shareholders’ Meetings.

2.2.2.4 SHAREHOLDERS’ AGREEMENTS Management Board
The allocation of seats on the Management Board will depend

■■ Shareholders’ Agreement between the Kingdom on the percentage of the Kingdom of Morocco’s interest in
of Morocco and Emirates Telecommunications the share capital and voting rights of the Company, as follows:
Corporation regarding Maroc Telecom shares ›› if the interest of the Kingdom of Morocco is at least
O n M a y 1 5 , 2 0 14 , E m i r a t e s Te l e c o m m u n i c a t i o n s equal to 15% of the share capital and voting rights of the
Corporation (“Etisalat”), Société de Participation dans les Company, two members of the Management Board will be
Télécommunications (“SPT”), which is a subsidiary of Etisalat, appointed on the proposal of the Kingdom of Morocco and
and the Kingdom of Morocco concluded a Shareholders’ three, including the Chairman, by Etisalat;
Agreement pertaining to Maroc Telecom (“the Company”). ›› if the interest of the Kingdom of Morocco is less than 15%
The key provisions governing the relationships between the but at least equal to 9% of the share capital and voting
Kingdom of Morocco and Etisalat Group are as follows: rights of the Company, one member of the Management
Board will be appointed upon proposal by the Kingdom of
Morocco and four, including the Chairman, by Etisalat.
2
ORGANIZATION OF POWERS IN THE MANAGEMENT
BODIES OF MAROC TELECOM
Audit Committee and Appointments and Compensation Committee
Supervisory Board
As long as the Kingdom of Morocco holds at least 15% of the
The Shareholders’ Agreement stipulates that the Supervisory share capital and voting rights of the Company, it may propose
Board will be composed of no more than nine members. the appointment of at least two members of the Company’s
Audit Committee; and as long as the Kingdom of Morocco
The allocation of seats on the Supervisory Board will depend holds at least 5% of the share capital and voting rights of the
on the percentage of the Kingdom of Morocco’s interest in Company, it may propose the appointment of at least one
the share capital and voting rights of the Company, as follows: member of said committee.
›› if the interest of the Kingdom of Morocco is at least The rules of procedure for the Audit Committee will provide
equal to 15% of the share capital and voting rights of the for:
Company, three members of the Supervisory Board will be
appointed upon proposal by the Kingdom of Morocco and ›› the option for any member of the Audit Committee to
six by Etisalat; propose that the Audit Committee carry out an audit of
the Company, and the obligation for the Audit Committee
›› if the interest of the Kingdom of Morocco is less than 15%
to decide on any formal request made by at least two
but at least equal to 5% of the share capital and voting
members of the Audit Committee to carry out such an
rights of the Company, one member of the Supervisory
audit;
Board will be appointed upon proposal by the Kingdom of
Morocco and eight by Etisalat. ›› and the option for any member of the Audit Committee
to make any proposal relating to the work of the Audit
The Chairman of the Supervisory Board will be appointed by Committee.
the Supervisory Board as proposed by the Kingdom of Morocco
for as long as the Kingdom of Morocco holds at least 15% of T h e S h a re h o l d e r s’ A g re e m e nt a ls o p rov i d e s fo r a n
the shares and voting rights of the Company. If the Kingdom of Appointments and Compensation Committee composed
Morocco’s interest in the share capital and voting rights of the of the Chairman and Deputy Chairman of the Company’s
Company is less than 15% but at least equal to 5%, Etisalat will Supervisory Board.
be entitled to propose the Chairman of the Supervisory Board
The stipulations with regard to the allocation of seats on the
and the Kingdom of Morocco will be entitled to propose the
Supervisory Board will remain in force as long as the Kingdom
Deputy Chairman of the Supervisory Board.
of Morocco holds at least 5% of the share capital and voting
The Deputy Chairman of the Supervisory Board will be rights of the Company. The stipulations with regard to the
appointed by the Supervisory Board on the proposal of Etisalat appointment of the Chairman and Deputy Chairman of the
for as long as the Kingdom of Morocco is entitled to propose Supervisory Board and to the majority rules applicable to
the appointment of the Chairman and Etisalat is entitled to the Supervisory Board, as well as those applicable to the
propose the majority of the members of the Supervisory Board. appointment of members of the Management Board, the
Audit Committee, and the Appointments and Compensation
In addition, the majorit y principles applicable to the Committee, will remain in force as long as the Kingdom of
Supervisory Board were incorporated into the Company’s Morocco holds at least 5% of the share capital and voting rights
Bylaws at the Shareholders’ Meeting of September 23, 2014. of the Company and as long as Etisalat Group holds at least 20%
of the share capital and voting rights of the Company.

TERMS AND CONDITIONS FOR THE DISPOSAL ›› transfer of shares by SPT to any entity, including any entity
OR ACQUISITION OF SHARES OF THE PARTIES that controls SPT or is controlled by SPT and which is likely
to affect the national interests of the Kingdom of Morocco.
Non-transfers of shares by the Kingdom of Morocco
These provisions will remain in force for the entire term of
The Kingdom of Morocco has undertaken not to surrender the Company.
any of the shares it holds in the Company for a period of
five (5) years following the signing of the Shareholders’ TERM OF THE SHAREHOLDERS’ AGREEMENT
Agreement (i.e., May 15, 2014), if such transfer would result
in the Kingdom of Morocco holding less than 22% of the share Subject to specific provisions with regard to the duration
capital and voting rights of the Company. of certain rights, the Shareholders’ Agreement has been
entered into for a term of ten (10) years and will be renewable
automatically for successive periods of five (5) years.
Preemption right to the benefit of the Kingdom of Morocco
In the event of a proposed disposal of the shares held by ■■ Mauritel SA Shareholders’ Agreement
Etisalat Group or its affiliates to a third party, the Kingdom of
Morocco will be entitled to exercise a preemption right for a According to the shareholders agreement entered into with
period of eight (8) years after the signing of the Shareholders’ the Islamic Republic of Mauritania, Maroc Telecom, which
Agreement. This preemption right will only apply (i) to a owns 51.527% of Mauritel via CMC Group, received end/or
transfer that would reduce the total interest of the Etisalat granted certain rights (Right of first refusal, etc.) enabling it to
Group and SPT in the share capital of the Company to less protect its shareholders rights.
than 50%, and (ii) to any transfer by Etisalat Group or SPT until
the Kingdom of Morocco’s stake reaches 50% of the Company ■■ Gabon Telecom Shareholders’ Agreement
shares plus one share.
According to the Shareholders’ Agreement entered into with
the Republic of Gabon, Maroc Telecom, which owns 51% of
Call option held by the Kingdom of Morocco
Gabon Telecom, received and/or granted certain rights (right
The Kingdom of Morocco has a call option entitling it to of first refusal, etc.) enabling it to protect its shareholder rights.
purchase, should it so notify its intention, all of the shares
held by the investment vehicle of Etisalat (currently SPT) ■■ Sotelma Shareholders’ Agreement
in the Company, if a change of control of Etisalat (i) affects
the national interests of the Kingdom of Morocco or (ii) According to the Shareholders’ Agreement entered into with
has a substantial and negative impact on the competitive the Republic of Mali, Maroc Telecom, which owns 51% of
environment in Morocco, or following a loss of control of SPT Sotelma, received and/or granted certain rights (right of first
by Etisalat (or the vehicle that becomes a shareholder in Maroc refusal, etc.) enabling it to protect its shareholder rights.
Telecom in place of SPT).
■■ Atlantique Telecom Côte d’Ivoire Shareholders’
This clause will remain in force as long as the Kingdom of
Agreement
Morocco holds at least 20% of the Company’s share capital.
According to the Shareholders’ Agreement entered into with
Specific rights of the Kingdom of Morocco the joint shareholder, Maroc Telecom, which owns 85% of
Atlantique Telecom Côte d’Ivoire, received and/or granted
The Kingdom of Morocco has the right to veto in the following certain rights to the minority shareholder enabling it to protect
cases: its shareholder rights.
›› proposal of a merger, spin-off or partial transfer of assets
that may substantially modify the Company’s scope of ■■ Fonds Sindibad Shareholders’ Agreement
activities or substantially modify the Company’s corporate
According to the Shareholders’ Agreement signed with the
purpose, if the proposal is likely to affect the national
other shareholders, Maroc Telecom, which owns 10.41% of
interests of the Kingdom of Morocco for any reason of
Sindibad Fund, received and/or granted certain rights (right of
national security;
first refusal, etc.) enabling it to protect its shareholder rights.

2.2.3 PLEDGED ASSETS
The Company has not pledged any assets.
In addition, the shares held by Maroc Telecom in its subsidiaries are not pledged for the benefit of third parties.
2.2.4 COMPANY STOCK INFORMATION
2.2.4.1 PLACE OF LISTING
Maroc Telecom’s shares have been listed on both the Casablanca and Paris Stock Exchanges since December 13, 2004.
2
2.2.4.2 MAROC TELECOM SHARE PRICE
Casablanca Stock Exchange
Marché Principal, code 8001
Transactions***
Average Price* High** Low** number of stocks in capital
(in MAD) (in MAD) (in MAD) (in thousand) (in MAD million)
January 2016 113.47 116.70 111.55 1,758 199.50
February 2016 117.23 119.80 114.50 1,750 205.19
March 2016 119.23 125.00 115.00 1,827 217.87
April 2016 126.07 132.50 120.20 2,930 369.36
May 2016 129.95 138.45 121.60 2,801 364.01
June 2016 121.87 125.00 118.75 1,097 133.70
July 2016 125.04 127.40 118.75 1,794 224.35
August 2016 127.93 129.75 126.50 1,197 153.10
September 2016 127.45 128.30 126.25 908 115.77
October 2016 130.74 134.95 127.25 1,363 178.25
November 2016 134.20 137.50 132.40 1.742 233.71
December 2016 144.09 151.40 133.40 3,019 435.06
* The average price is calculated by dividing trading value by number of shares.

** Excluding off-market transactions.
*** Intraday.
Source: Casablanca Stock Exchange.
Maroc Telecom share price trend on the Casablanca Stock Exchange
Since December 2004 (base 100)

400
Since January 2016 (base 100)
IAM
130
300 125
120
IAM
200 115
110
MASI
105
100
100
Masi
95
0
90
1
6
4
/1
/1
/1
/1
/1
/1
/0
/0
/0
/0
/0
/0
/1
85
12
12
12
12
12
12
12
12
12
12
12
12
12
6
/1
/1
/1
/1
/1
/1
/1
/1
/1
/1
/1
/1
01
02
03
04
05
06
07
08
09
10
11
12
At end-2016, 99% of the free float was traded on the Casablanca Stock Exchange.
NYSE Euronext Paris
Eurolist – Foreign securities, code MA0000011488, eligible for Euronext’s SRD (deferred settlement service)
Transactions***
Average Price* High** Low** number of stocks in capital
(in EUR) (in EUR) (in EUR) (in thousand) (in EUR million)
January 2016 10.41 10.78 10.20 26.74 0.28
February 2016 10.78 11.01 10.50 11.36 0.12
March 2016 10.96 11.46 10.70 15.82 0.17
April 2016 11.39 12.00 10.84 41.55 0.47
May 2016 12.08 12.44 11.15 84.95 1.03
June 2016 11.17 11.50 10.80 58.32 0.65
July 2016 11.23 11.81 10.75 177.04 1.99
August 2016 11.73 12.00 11.50 33.84 0.40
September 2016 11.66 11.76 11.55 15.10 0.18
October 2016 11.94 12.32 11.50 18.02 0.22
November 2016 12.34 12.74 12.20 29.72 0.37
December 2016 12.94 13.53 12.45 29.74 0.38
* The average price is calculated by dividing trading value by number of shares.

** Excluding off-market transactions.
*** Intraday.
Source: NYSE Euronext Paris.
Maroc Telecom share price trend on the Paris Stock Exchange
Since December 2004 (base 100)

Since January 2016 (base 100)

350
300 350
IAM
250 300
IAM
200 250
150 200
100 150
CAC 40
50 100
0 CAC 40
50
4
6
/0
/0
/0
/0
/0
/0
/1
/1
/1
/1
/1
/1
/1
0
12
12
12
12
12
12
12
12
12
12
12
12
12
6
/0
/0
/0
/0
/0
/0
/1
/1
/1
/1
/1
/1
/1
12
12
12
12
12
12
12
12
12
12
12
12
12
At end-2016, 1% of the free float was traded on the Paris Stock Exchange. 2
2.2.5 DIVIDENDS AND DIVIDEND POLICY
2.2.5.1 DIVIDENDS PAID OUT OVER THE PAST FISCAL YEARS
The following table shows the amounts of dividends (in MAD million) paid out by the Company for fiscal years 2004 to 2016.
Fiscal year Payment date Dividends

2004 5/4/2005 4,395
2005 5/2/2006 6,119
Extraordinary dividend 6/12/2006 3,516
2006 5/15/2007 6,927
2007 5/28/2008 8,088
2008 6/3/2009 9,517
2009 6/2/2010 9,063
2010 5/31/2011 9,301
2011 5/31/2012 8,137
2012 6/3/2013 6,501
2013 6/2/2014 5,275
2014 6/2/2015 6,065
2015 6/2/2016 5,591
2016 6/2/2017 5,591*
* Amount proposed to the Ordinary Shareholders’ Meeting of April 25, 2017. This amount will be adjusted to take into account the number of treasury shares held on the
dividend payment date.
At December 31, 2016, the Company’s reserves totaled MAD 3,789 million (excluding the earnings at end-December 2015),
of which MAD 365 million are available for distribution.

2.2.5.2 FUTURE DIVIDEND POLICY The tax rules applicable in Morocco for dividend distribution
is governed by the General Tax Code: Corporate Income Tax
(Impôt sur les Sociétés, or “IS”) applicable to legal entities and
The Company is keen to reward its shareholders to their
Individual Income Tax (Impôt sur les Revenus, or “IR”) applicable
satisfaction, while also ensuring the means for its growth.
to individuals.
This is why Maroc Telecom has decided to pursue a policy of
regular dividend distribution in significant amounts, based on The income from shares (dividends) paid, made available to or
current conditions, the Company’s profits and its financing entered into accounts belonging to individuals or legal entities,
needs. whether resident in Morocco or not, is subject to a withholding
tax of 15%. The companies involved in the payment of this
However, the amount of dividends to be paid will be
income are responsible for withholding the tax at source and
determined by taking into account the Company’s capital
paying it to the Treasury.
requirements, return on capital and current and future
profitability. The Company cannot guarantee shareholders However, companies that have their registered office in
that they will receive the same dividend payment every year. Morocco are exempt from this withholding, provided that they
This does not constitute a commitment by the Company. deliver to the paying agents a certificate of ownership of the
shares showing their IS tax identification number in Morocco.
Note that Article 16 of the Bylaws provides for the payment
to the shareholders, in the form of dividends, of a total amount Note that dividends and other income from investments
that is at least half the distributable profit, unless otherwise resulting from the distribution of profits by companies within
approved by a majority of three-quarters of the Supervisory the scope of corporate income tax, even if those companies
Board. are specifically exempt from this, are included in the operating
income of the beneficiary of the dividends and other income
Moreover, the provisions contained in Ar ticle 331 of
from investments with a 100% allowance.
Law 17‑95, as amended and supplemented by law 20-05 and
law 78-12, also state that it is forbidden to specify a fixed Similarly, dividends and other income from investments
dividend for shareholders. Any provision to the contrary is resulting from the distribution of foreign profits are included
considered to be null and void unless the government allocates in the operating income of the beneficiary company with a
shareholders a guaranteed minimum dividend. 100% allowance. This measure applies to dividends and other
income from investments received after 1/1/2008.
Moroccan company law requires Maroc Telecom, like
any corporation, to allocate 5% of net income to the legal Note that dividends paid to residents of countries with which
reserve until it reaches 10% of the share capital. Maroc the Kingdom of Morocco has signed double taxation treaties
Telecom reached the limit of its legal reserve in 2004 and may be subject to taxation at a rate below 15%, if the treaties
may therefore, starting with fiscal year 2005, distribute all provide for such a rate.
its distributable profit, if its shareholders consider this is
advisable. International law effectively prevails, in accordance with the
Moroccan Constitution. If the double taxation agreement
provides for a rate below 15%, the rate stipulated in the
2.2.5.3 TAX TREATMENT OF DIVIDENDS
agreement is applied.
For example, the rate of 15% applies in the case of a

■■ Moroccan tax treatment
beneficiary resident in France, because the double taxation
Shareholders should note that the Moroccan tax treatment is agreement between Morocco and France makes provision for
described below only for guidance and is not an exhaustive a 15% withholding tax on dividends (the same rate as under
description of the tax situation applicable to each shareholder. ordinary law). Under the agreement between Morocco and
Shareholders should therefore take advice from their tax UAE:
advisers regarding the tax applicable to their specific situation
›› a rate of 5% applies if the equity held in the Company
and in particular concerning the acquisition, ownership or
paying dividends is 10% or more;
transfer of the Company’s shares.
›› a rate of 10% applies if the equity held is less than 10%.

Similarly, these persons are usually entitled to a tax credit The net dividends received, plus the tax credit attached to
with the tax authorities in their country for the tax paid in them, are taken into account in determining the total income
Morocco, in accordance with the procedures to avoid double of the taxpayer under investment income and are subject to
taxation, where this is allowed under the tax regulations in progressive rates of income tax as described below:
their country.
›› dividends pursuant to a valid decision of the competent
Moroccan exchange regulations allow foreign shareholders to bodies of the Company are taken into account in the
transfer dividends abroad, on the condition that they present calculation of income tax, after applying a 40% deduction
a certain number of documents to an approved intermediary, on their gross amount (i.e., 60% of the gross dividend is
primarily: taxable). Investors should note that dividends denominated
in Moroccan dirhams will, for the purposes of taxation
›› transfer orders; in France, be converted into euros at the exchange rate
›› the balance sheets and income statements, as these are in Paris on the dividend payment date. If there is no
understood by the Tax Authorities, as well as the supporting exchange rate on that day, the average exchange rate from
documents relating to the fiscal year in respect of which the
transfer is requested, and the statement of non-accounting
a sufficiently close date is applied;
They are initially subject to the following withholding:
2
corrections applied to obtain the taxable income;
flat-rate withholding (tax) of 21% of the gross amount.
›› the minutes of the Ordinary Shareholders’ Meeting(s) at However, persons whose t axable income for the
which the Company’s results were discussed, showing the previous year but one is less than EUR 50,000 (single,
distribution of profits and the amount of dividends paid out; divorced or widowed taxpayers) or EUR 75,000 (joint
›› the list of shareholders and foreign or Moroccan Directors taxpayers) may apply no later than November 30 of
residing abroad, indicating their identity, nationality, address the year preceding that of payment for an exemption
and the number of shares held by each of them; from this withholding,
›› documentary evidence of the withholding tax paid. m i s c e l l a n e o u s w i t h h o l d i n g a n d s o c i a l s e c u r i t y
contributions totaling 15.5%, including the general social
■■ French tax treatment contribution, which is partly deductible from taxable
income for 5.1%.
Shareholders should note that the French tax treatment is Note that when the company Paying the dividend is based
described below only for guidance and is not an exhaustive in France, it is responsible for withholding these payments.
description of the tax situation applicable to each shareholder. Otherwise, shareholders must remit them voluntarily by the
Shareholders should therefore take advice from their tax fifteenth of the month following payment of the dividends to
advisers regarding the tax applicable to their specific situation the tax authority in their country of residence.
and in particular concerning the acquisition, ownership or
transfer of the Company’s shares. ›› They are subsequently declared by the shareholder with
other income for the calendar year (in May/June of the
INDIVIDUALS HOLDING SHARES AS PART OF THEIR following year), when 60% of their gross amount is subject
PRIVATE ASSETS AND NOT HABITUALLY EXECUTING to a progressive tax;
TRADES ON THE STOCK EXCHANGE ›› the withholding tax of 21% and the flat-rate tax credit of
25% are offset against the tax due.
In accordance with the provisions of Article 25-2 of the Tax
Treaty signed on May 29, 1970 by and between the Republic
LEGAL ENTITIES SUBJECT TO CORPORATE INCOME TAX
of France and the Kingdom of Morocco (the “Tax Treaty”),
a shareholder resident in France is entitled to take a tax A distinction should be made depending on whether or not the
credit chargeable against the amount of tax on the income in shareholder is the parent company of Maroc Telecom.
France payable on this same income. The amount is set out
in Article 25-3 of the Tax Treaty at a flat rate of 25% of the
gross amount of the dividends distributed (before application
of Moroccan withholding tax).

Corporate governance
LEGAL ENTITIES QUALIFYING FOR THE PARENT- LEGAL ENTITIES NOT QUALIFYING FOR THE PARENT-
SUBSIDIARY TAX TREATMENT SUBSIDIARY TAX TREATMENT
Legal entities meeting the requirements of Articles 145 and Companies are taxed on their dividend income:
216 of the General Tax Code may, at their option, claim an
exemption for dividends received, in accordance with the ›› at the regular rate (1) of corporate income tax, plus the social
parent-subsidiary tax treatment. Article 216 I of the General contribution on corporate income tax of 3.3% if the tax
Tax Code stipulates however that a portion of the costs and exceeds EUR 763,000 in any 12-month period. The flat-
expenses, set at a flat rate of 5% of the amount of dividends rate tax credit set out in Article 25-3 of the Tax Treaty at
received, tax credit included, are to be added back into 25% of the amount of dividends distributed can be offset
the taxable income of the legal entity beneficiary of such against corporate income tax. However, the tax credit
dividends. The tax credit cannot be offset against corporate cannot exceed the amount of corporate income tax for
income tax, but can be offset against any withholding tax that French companies in respect of such dividends. The surplus
may be due in the event of further dividends being paid in the tax credit cannot be refunded or carried forward.
subsequent five years.
2.3 Corporate governance
2.3.1 MANAGEMENT AND SUPERVISORY BODIES
2.3.1.1 MANAGEMENT BOARD The members of the Management Board members must be
individuals. All the members of the Management Board must
be employees of the Company and/or resident in Morocco
2.3.1.1.1 Composition of the Management Board for more than 183 days a year, unless an exception has been
authorized at a Supervisory Board meeting by a qualified
COMPOSITION majority of three-quar ters of the members present or
represented.
The Management Board is composed of five (5) members. It
manages and directs the Company under the control of the If the current term of office of a member of the Management
Supervisory Board. Board is terminated, the Supervisory Board must appoint a
replacement in the manner provided for by law and by the
Company’s Bylaws.
■■ Members of the Management Board
Current title Date Term

Name and primary occupation of appointment of office ends
Abdeslam Ahizoune Chairman Date of first appointment: February 20, 2001 March 1, 2019
Appointment renewed: February 24, 2017
Larbi Guedira Managing Director, Services Date of first appointment: February 20, 2001 March 1, 2019
Appointment renewed: February 24, 2017
Oussama El Rifai Chief Financial Officer Date of first appointment: July 18, 2014 March 1,, 2019
Appointment renewed: Fabruary 24, 2017
Hassan Rachad Managing Director, Date of first appointment: December 5, 2014 March 1, 2019
Networks and Systems Appointment renewed: Fabruary 24, 2017
Brahim Boudaoud Managing Director, Legal and Date of first appointment: July 22, 2016 March 1, 2019
Regulatory Affairs Appointment renewed: Fabruary 24, 2017
(1) Or at the reduced rate of 15% for companies whose revenue is less than the amount amended by the 2017 Budget Act, subject to the maximum amount of profit
(also amended by the Act).

BIOGRAPHICAL DETAILS AND OTHER POSITIONS HELD BY MEMBERS OF THE SUPERVISORY BOARD
Abdeslam Ahizoune Larbi Guedira
Chairman of the Management Board Member of the Management Board
Nationality: Moroccan Business address: Nationality: Moroccan Business address:

Maroc Telecom – Avenue Annakhil, Hay Riad, Maroc Telecom – Avenue Annakhil, Hay Riad,
Rabat, Morocco Rabat, Morocco
SKILLS AND EXPERIENCE SKILLS AND EXPERIENCE

Born on April 20, 1955, married with three children. Mr. Abdeslam Born on November 22, 1954, Mr. Larbi Guedira has a graduate
Ahizoune has a graduate degree in engineering from Paris Tech (1977). degree in engineering from École Nationale Supérieure des
He has been Chairman of Maroc Telecom’s Management Board Télécommunications in Paris and a Master’s degree in Mathematics
2
since February 2001 and was a member of Vivendi’s Management from the University of Paris XI (Orsay) and a Post-graduate Diploma
Board from April 2005 to June 2012. He has been Chairman of (DESS) in Management from the University of Lille.
the Association of Moroccan Telecom Professionals (MATI) since Mr. Larbi Guedira is the Managing Director of the Services Division
2008. Chairman and Chief Executive Officer of Maroc Telecom from of Maroc Telecom; prior to that, he served as General Manager of the
1998 to 2001, Mr. Abdeslam Ahizoune was previously Minister of Commercial Division, General Manager of the Telecommunications
Telecommunications in four governments, from 1992 to 1995 and Division, Chief Financial Officer and Regional Director for Casablanca.
from 1997 to 1998, while holding the position of Director General of He is also a Director of various companies of the Maroc Telecom
the National Office of Postal Services and Telecommunications (Office Group. He was also Chairman of the National Association of
National des Postes et Télécommunications, “ONPT”) from 1992 to Telecommunications Engineers (Association Nationale des Ingénieurs
1997. From 1983 to 1992, he was Director of Telecommunications des Télécommunications) between 2000 and 2002.
in the Ministr y for Postal Ser vices and Telecommunications.
CURRENT OFFICES
Mr. Abdeslam Ahizoune has been Chairman of the Royal Moroccan
Athletics Federation (Fédération Royale Marocaine d’Athlétisme) Maroc Telecom Group:
since 2006, and Chairman of the Moroccan Culture Association ›› Mauritel SA (Mauritania), Director
(Association Maroc Cultures) since 2015. ›› Gabon Telecom SA (Gabon), Permanent Representative
of Maroc Telecom, Director
CURRENT OFFICES ›› Onatel SA (Burkina Faso), Permanent Representative
›› Mohammed V Foundation for Solidarity (Fondation of Maroc Telecom, Director
Mohammed V pour la Solidarité, Morocco), member ›› Sotelma SA (Mali), Permanent Representative of Maroc Telecom,
of the Board of Trustees Director
›› Lalla Salma Foundation for the Prevention and Treatment of ›› MT Fly SA (Morocco), Chairman of the Board of Directors
Cancer (Fondation Lalla Salma de Prévention et traitement des ›› Other: None
cancers, Morocco), member of the Board of Trustees
OFFICES HELD AND EXPIRED DURING THE PAST FIVE YEARS
›› Mohammed VI Foundation for the Environment (Fondation
Mohammed VI pour la protection de l’environnement, Morocco), ›› Casanet SA (Morocco), Director
member of the Board of Trustees ›› CMC S.A. (Mauritania), Director
›› Moroccan Culture Association (Association Maroc Cultures, ›› Mauritel Mobiles SA (Mauritania), Director
Morocco), Chairman ›› Libertis SA (Gabon), Permanent Representative
›› Al Akhawayn University (Morocco), member of the Board of Trustees of Maroc Telecom, Director
›› Royal Moroccan Athletics Federation (Fédération Royale ›› Mobisud SA (France), Chairman of the Board of Directors
Marocaine d’Athlétisme, Morocco), Chairman ›› Mobisud (Belgium), Director
›› Confederation of African Athletics, Deputy Chairman
DECORATION
›› Association of Moroccan Telecom Professionals (Association
Marocaine des Professionnels des Télécoms, or MATI), Chairman ›› Wissam Order of Merit, Exceptional Class

›› General Business Confederation of Morocco (Confédération
Générale des Entreprises du Maroc, or CGEM), Deputy Chairman
›› Royal Institute of Amazighe Culture (Institut Royal de la Culture
Amazighe), member of the Governing Board
›› Medi 1TV (Morocco), Chief Executive Officer
›› International Chamber of Commerce, member
of the Executive Committee
›› Axa Assurances (Morocco), Director
›› Holcim S.A. (Morocco), Director
DECORATIONS
›› In Morocco: 1985: WISSAM Order of Merit, Exceptional Class;
1991: WISSAM Knight of the Order of the Throne, 1995:
WISSAM Officer of the Order of the Throne.
›› In France: 2003: Knight of the National Order of the Legion of Honor

Oussama El Rifai Hassan Rachad
Member of the Management Board Member of the Management Board
Nationality: Lebanese Business address: Nationality: Moroccan Business address:

Maroc Telecom – Avenue Annakhil, Hay Riad, Maroc Telecom – Avenue Annakhil, Hay Riad,
Rabat, Morocco Rabat, Morocco

Born on January 19, 1970, Mr. Oussama El Rifai has an MBA from the Born on August 6, 1962, Mr. Hassan Rachad has a graduate degree
American University of Beirut in 1994 and successfully passed the in engineering from École Nationale Supérieure des Télécommunications
State of California accountancy exams. in Paris.
Mr. El Rifai joined Etisalat in 20 05 as Direc tor of Financial After joining Maroc Telecom in 1988 as Telecom Engineer, he has
Development to create the Corporate Finance Division and was then held several management positions within the same group, including
appointed Senior Vice-President of Corporate Finance. Director of Human Resources and Regional Director for Greater
Prior to that, he worked at Arthur Andersen, Andersen Consulting Casablanca, Marrakesh and Oujda.
(later Accenture) where he was a Senior Manager. He is married with two children.
CURRENT OFFICES CURRENT OFFICES
Maroc Telecom Group: Maroc Telecom Group:
›› Gabon Telecom SA (Gabon), Director ›› Gabon Telecom SA (Gabon), Director
›› Mauritel SA (Mauritania), Director ›› Onatel SA (Burkina Faso), Director
›› Onatel SA (Burkina Faso), Director ›› Sotelma SA (Mali), Director
›› Sotelma SA (Mali), Director ›› Mauritel SA (Mauritania), Director
›› MT Fly SA (Morocco), Director ›› Atlantique Telecom Togo SA (Togo), Chairman of the Board
›› Atlantique Telecom Côte d’Ivoire SA (Ivory Coast), Director of Directors
›› CMC SA (Mauritania), Chief Executive Manager. ›› Other: None
›› Other: None
OFFICES HELD AND EXPIRED DURING THE PAST FIVE YEARS ›› None
›› Etisalat Misr, Director
›› Atlantique Telecom, Director
›› Canar, Director
›› Etisalat Nigeria, Director
Brahim Boudaoud
Member of the Management Board
Nationality: Moroccan Business address:

Maroc Telecom – Avenue Annakhil, Hay Riad,
Rabat, Morocco
SKILLS AND EXPERIENCE

Born on April 7, 1968, Mr. Brahim Boudaoud graduated in 1995 with
an MBA in Network Company Management from École Nationale
des Postes et Télécommunications in Paris and holds a degree in postal
and telecommunications administration.
Since 20 0 0 Mr. B r ahim B oudaoud has held s ever al s enior
management positions within the same group, including Head of
Sales, Head of Consumer Sales, Head of Marketing and Acting Chief
Legal & Regulatory Officer.
CURRENT OFFICES
Maroc Telecom Group:
›› Onatel SA (Burkina Faso), Director
›› Gabon Telecom SA (Gabon), Permanent Representative of Maroc
Telecom, Director
›› MT Fly SA (Morocco), Director
›› Mossanada Association, Director
›› Other: None
›› Atlantique Telecom Côte d’Ivoire (Ivory Coast), Director
›› Atlantique Telecom Togo (Togo), Director
›› Etisalat Benin (Benin), Director
›› Sotelma SA (Mali), Director

2.3.1.1.2 Appointment, operation and responsibilities POWERS

of the Management Board
The Management Board is vested with the broadest powers
to act in all circumstances in the name of the Company, within
APPOINTMENT AND REMOVAL OF MEMBERS the limits of its corporate purpose, and subject to the powers
OF THE MANAGEMENT BOARD expressly granted to the Supervisory Board by law and by
Members of the Management Board are appointed by a simple Articles 10.5.3 to 10.5.5 of the Bylaws.
majority of the members of the Supervisory Board present or In its dealings with third parties, the Company is bound even
represented. The Supervisory Board appoints one of them as by action taken by the Management Board which falls outside
Chairman. the corporate purpose and Bylaws, unless it proves that the
T h ey may b e rem ove d f ro m of f ice by t h e O rdinar y third party knew that the action was ultra vires and/or that the
Shareholders’ Meeting. If the removal is without just cause, it action exceeded statutory provisions or that the third party
may result in the payment of damages. must have been aware of this, given the circumstances.
The removal from office of a member of the Management The provisions of the Bylaws restricting the powers of the 2
Board does not have the effect of terminating the employment Management Board are not binding on third parties.
contract that the person concerned may have signed with the The Chairman of the Management Board represents the
Company. Company in its relations with third parties. The Supervisory
Board may, however, assign the same power of representation
TERM OF OFFICE to one or more members of the Management Board who then
hold the title of executive officer.
Members of the Management Board are appointed for a
renewable term of two (2) years. The provisions of the Bylaws restricting the Company’s
power of representation to the Chairman or, if applicable, the
If the appointment of a member of the Management Board executive officer are not binding on third parties.
is terminated during such member’s term in office, the Board
member’s replacement is appointed for the time remaining The Chairman of the Management Board or the executive
until the re-appointment of the Management Board. officer(s) may grant powers of attorney to a third party.
However, the authority granted by such power of attorney
Member s of t he Management B oard may always be must be limited and relate to one or more specific purposes.
reappointed.
With regard to third parties, all acts binding the Company
OPERATION are valid if carried out by the Chairman of the Management
Board or any member appointed by the Supervisory Board as
The Management Board manages collectively the affairs of an executive officer.
the Company.
The members of the Management Board may, with the REPORTING OBLIGATIONS
approval of the Supervisory Board, allocate management tasks The Supervisory Board may at any time ask the Management
among themselves. Board to submit a report on its management and ongoing
However, this allocation may not in any way have the effect operations. At the request of the Supervisory Board, this
of removing from the Management Board its characteristic report may be supplemented by a provisional financial
collective responsibility for the management of the Company. statement of the Company.
Its decisions are made by a majority vote of the members As and where necessary, the Management Board delivers
present or represented, each of them having one vote. to the Supervisory Board a report explaining the possible
Larbi Guedira and Hassan Rachad represent the Kingdom of application or implementation of the items to be adopted by
Morocco, while Abdeslam Ahizoune, Oussama El Rifai and the Supervisory Board in accordance with Articles 10.5.3 to
Brahim Boudaoud represent Etisalat. 10.5.5 of the Bylaws.
Meetings of the Management Board may be held outside At least once in ever y quarter, the Management Board
the registered office or by videoconferencing or equivalent presents a repor t on the Company’s operations to the
methods enabling members to be identified, as provided for Supervisory Board.
by current regulations.
Within three (3) months of the end of each fiscal year, the
Minutes of Management Board deliberations, if kept, are Management Board must approve the Company’s annual
entered in a special register and signed by the Chairman of financial statements (balance sheet, income statement and
the Management Board and one other member. Copies or accompanying notes) and submit them to the Supervisory
extracts of these minutes are certified by the Chairman of the Board so that it can exercise control.
Management Board or by an executive officer.

The Management Board must also deliver to the Supervisory 2.3.1.2 SUPERVISORY BOARD
Board the report to be presented to the Ordinary Shareholders’
Meeting called to approve the financial statements for the
previous fiscal year, so that it may, if necessary, prepare 2.3.1.2.1 Members of the Supervisory Board
comments that will be presented to the meeting.
COMPOSITION
COMPENSATION
The Supervisory Board is composed of at least eight (8) and
As part of its appointment decision, the Supervisory Board no more than twelve (12) members; the number of members
sets the method and the amount of the compensation for each may be increased to fifteen (15) since the Company’s shares
Management Board member. are listed for trading on the Casablanca Stock Exchange.
Each member of the Supervisory Board must own at least one

LIABILITY
share of stock in the Company during the member’s entire
Without prejudice to the specific liability resulting from term of office.
receivership or liquidation of the Company’s assets, the
The members of the Supervisory Board are elected by the
members of the Management Board are jointly and severally
Ordinary Shareholders’ Meeting.
liable, as applicable, to the Company or third parties, for
violations of legal and regulatory provisions applicable to If, on the day of appointment, a member of the Supervisory
corporations, for breaches of the Bylaws, or for misconduct Board does not own at least one share in the Company or
in their management. if, during the member’s term, he or she ceases to own said
share, the Board member will be deemed to have automatically
In 2016, the Management Board met 40 times with an average
resigned from office if the situation is not rectified within
attendance rate of 99%.
three (3) months.
Current title Date Term Primary occupation

Name and primary occupation of appointment of office ends or employment
Mohamed Boussaïd Chairman Supervisory Ordinary Shareholders’ Meeting Minister of Economy
Board meeting called to approve the 2018 and of Finance
of October 23, 2013 financial statements
Eissa Mohammed Deputy Chairman Supervisory Ordinary Shareholders’ Meeting Etisalat Chairman
Ghanem Al Suwaidi Board meeting called to approve the 2018
of May 15, 2014 financial statements
Mohamed Hassad Member Supervisory Ordinary Shareholders’ Meeting Minister
Board meeting called to approve the 2018 of the National education
of October 23, 2013 financial statements
Abderrahmane Member Supervisory Ordinary Shareholders’ Meeting Director for Public
Semmar Board meeting called to approve the 2018 Enterprises and Privatization
of July 22, 2016 financial statements at the Ministry for Economy
and Finance
Hatem Dowidar Member Supervisory Ordinary Shareholders’ Meeting Chief Executive Officer
Board meeting called to approve the 2018 of Etisalat Group
of July 22, 2016 financial statements
Saleh Abdooli Member Supervisory Ordinary Shareholders’ Meeting Chief Executive Officer
Board meeting called to approve the 2021 of Etisalat Group
of December 9, financial statements
2016
Mohammed Saif Member Supervisory Ordinary Shareholders’ Meeting Director General
Al Suwaidi Board meeting called to approve the 2018 of Abu Dhabi Fund
of May 15, 2014 financial statements for Development
Mohammed Hadi Member Supervisory Ordinary Shareholders’ Meeting Administrator
Al Hussaini Board meeting called to approve the 2018 of Etisalat Group
of May 15, 2014 financial statements
Serkan Okandan Member Shareholders’ Ordinary Shareholders’ Meeting Chief Financial Officer
Meeting of called to approve the 2019 of Etisalat Group
September 23, 2014 financial statements

TERM OF OFFICE VACANCIES – COOPTATION
The term of office of members of the Supervisory Board is If one or more seats on the Supervisory Board become vacant
six years. because of the death, resignation or other impediment of a
member, the Board may make provisional appointments
The term of office of a member of the Supervisory Board between two (2) Shareholders’ Meetings.
expires at the close of the Ordinary Shareholders’ Meeting
that approved the financial statements for the previous If the number of members of the Supervisory Board falls
fiscal year and that is held in the year in which the term of below eight (8), the Supervisory Board must make provisional
office of the Supervisory Board member expires. They may appointments to fill the Board within three (3) months from
always be reappointed. the date on which the vacancy occurs.
They may be removed by the Ordinary Shareholders’ Meeting Provisional appointments made by the Supervisory Board
at any time. are subject to ratification at the next Ordinary Shareholders’
2
Meeting; the member appointed to replace another will remain
No member of the Supervisory Board and no employee or in office only for the rest of his or her predecessor’s term.
officer of a legal entity that is a member of the Supervisory
Board may be a member of the Management Board. If If provisional appointments are not ratified, the resolutions
a member of the Supervisory Board is appointed to the adopted and the actions taken previously by the Supervisory
Management Board, the term of office of such member on Board nonetheless remain valid.
the Supervisory Board ends upon the member’s entry into
office on the Management Board. If the number of members of the Supervisory Board falls
below three (3), the Management Board must call an Ordinary
A legal entity may be appointed to the Supervisory Board. Shareholders’ Meeting to fill the Board within thirty (30) days
On its appointment, the legal entity is required to appoint from the date on which the vacancy occurs.
a permanent representative who is subject to the same
conditions and obligations and who incurs the same civil and
criminal liability as if the representative were a member of the
Supervisory Board in his or her own name, without prejudice
to the joint liability of the legal entity he or she represents.
When a legal entit y revokes t he appoint ment of it s

representative, it is required, at the same time, to appoint
another representative in its place.
It must immediately inform the Company of its decision.

The same procedure is followed in the event of the death or
resignation of the permanent representative.

Biographical details and other positions held by members of the Supervisory Board
Mohamed Boussaïd Eissa Mohammed Ghanem Al Suwaidi
Chairman Deputy Chairman
Nationality: Moroccan Business address: Nationality: Emirati Business address:

Ministry of Economy and Finance Etisalat – intersection of Sheikh Zayed the First
Street and Sheikh Rashid bin Saeed Al Maktoum
Road, PO 3838, Abu Dhabi
Mohamed Boussaïd, who was appointed Minister of Economy and
Finance by HRH King Mohammed VI on October 10, 2013, was born
on September 26, 1961 in Fez. Mr. Al Suwaidi has been Chairman of the Etisalat Group since 2012.
He holds a graduate degree in Engineering from École Nationale des He is also Director General of Abu Dhabi Investment Council, United
Ponts et Chaussées (ENPC) in Paris (major in Industrial Engineering, Arab Emirates. He began his career at the Abu Dhabi Investment
1986) and an MBA from ENPC’s International School of Business Authority in 1982.
(2000). Mr. Al Suwaidi is also Chairman of Abu Dhabi Commercial Bank
From 1986 to 1992, Mr. Boussaïd worked as a consulting engineer at and a member of the Board of Directors of several organizations
Banque Commerciale du Maroc. After that, he was Deputy General such as the Abu Dhabi National Oil Company for Distribution, the
Manager of a chemicals manufacturing and trading company (1992- International Petroleum Investment Company, the Abu Dhabi Fund
1994). for Development and the Emirates Investment Authority.
From 1994 to 1995, he was a Portfolio Manager in the Corporate He holds a BA in Economics from Northeastern University in Boston,
Banking Department of Banque Marocaine du Commerce et de Massachusetts, USA.
l’Industrie (BMCI). CURRENT OFFICES
Mr. Boussaïd, a member of Rassemblement national des indépendants
(RNI, the National Rally of Independents), also served as Chief of Staff ›› Etisalat Group, Chairman
of the Minister of Public Works from 1995 to 1998, then Chief of ›› Abu Dhabi Investment Council, Managing Director
Staff of the Minister of Agriculture, Equipment and the Environment. ›› Abu Dhabi Commercial Bank, Chairman
From 1998 to 2001, he was Director of Programs and Studies at the ›› Abu Dhabi National Oil Company for Distribution, Director
Ministry of Equipment, before becoming, between 2001 and 2004, ›› International Petroleum Investment Company, Director
Director of Public Institutions and Stakeholdings, then Director of ›› Abu Dhabi Fund for Development, Director
Public Enterprises and Privatization at the Ministry of Finance and ›› Emirates Investment Authority, Director
Privatization. OFFICES EXPIRED DURING THE LAST FIVE YEARS
In 2004, he was appointed Minister of Public Sector Modernization
›› Emirates Integrated Telecommunication Company “DU,” Director
and, in October 2007, Minister of Tourism and Crafts.
›› Arab Banking Corporation (BSC), Director
In March 2010, Mr. Boussaïd was appointed Wali of the region
of Souss-Massa-Draa, Governor of the prefecture of Agadir Idda
Outanane, and then Wali of Casablanca and Governor of the
Prefecture of Casablanca in May 2012.
›› None

Mohamed Hassad Hatem Dowidar

Nationality: Moroccan Business address: Nationality: Egyptian Business address:
Ministry of National Education, Vocational Etisalat – intersection of Sheikh Zayed the
Training, Higher Education and Scientific Research First Street and Sheikh Rashid bin Saeed Al
Maktoum Road, PO 3838, Abu Dhabi

Mohamed Hassad, who was appointed Minister of National Education, SKILLS AND EXPERIENCE
Vocational Training, Higher Education and Scientific Research by HRH Hatem Dowidar has ser ved as Executive Director of Etisalat
King Mohammed VI on April 5, 2017, was born on November 17, International since March 2016. HE joined Etisalat in September 2015
1952 in Tafraout. as Executive Director of Group Operations.
Mr. Hassad, a graduate of École Polytechnique des Ingénieurs in He was Chairman of the Board of Directors of Vodafone Egypt and
Paris (1974) and of École Nationale des Ponts et Chaussées in Paris Deputy Executive Director of Vodafone Group. Mr. Dowidar has
(1976), held the position of Regional Manager of Public Works in the
provinces of Fez, Taounate and Boulemane between 1976 and 1981.
more than 25 years’ experience in multinational corporations.
He first joined Vodafone Egypt in 1999 as Marketing Director, then 2
He then served as Director General of the National Port Authority served as Executive Director of Vodafone Malta, followed by the
(Office National d’Exploitation des Ports, ODEP) between 1985 and position of Executive Director of Vodafone Egypt from 2009 to 2014.
1993, before being appointed Minister of Public Works, Vocational Mr. Dowidar, 46, holds a Bachelor’s degree in Communication and
Training and Employment of Executives on November 11, 1993. Electrical Engineering from the University of Cairo and an MBA from
On January 31, 1995, Mr. Hassad was appointed CEO of Royal Air the American University of Cairo.
Maroc before taking up the post of President of the International
CURRENT OFFICES
Air Transpor t A ssociation for French-speaking countries in
February 1997. ›› None
On July 27, 2001, he was appointed Wali of the region of Marrakesh- OFFICES EXPIRED DURING THE LAST FIVE YEARS
Tensift-El Haouz, and, in June 2005, Wali of the region of Tangier-
Tetouan and Governor of the Prefecture of Tangier-Asilah. ›› None
In November 2012, he was appointed Chairman of the Supervisory
Board of the Tangier Mediterranean Special Agency (Agence Spéciale
Tanger-Méditerranée). He was also appointed in October 2013, Minister Saleh Abdooli
of the Interior.
Mr. Hassad has been decorated with the rank of Officer of the Order Nationality: Emirati Business address:
of Wissam Al Arch. Etisalat – intersection of Sheikh Zayed the
First Street and Sheikh Rashid bin Saeed Al
OFFICES HELD AND EXPIRED DURING THE PAST FIVE YEARS Maktoum Road, PO 3838, Abu Dhabi
›› Agence Spéciale Tanger-Méditerranée, Chairman of the
Supervisory Board SKILLS AND EXPERIENCE
Saleh Al Abdooli is the Chief Executive Officer of the Etisalat Group
and serves as Etisalat CEO in the United Arab Emirates. He is also
Abderrahmane Semmar Vice Chairman of the Board of Directors, Chairman of the Executive
Committee of Etisalat Misr, a member of the Board of Directors of
Nationality: Moroccan Business address: Etisalat Services Holding, and the Etisalat representative on the
Ministry of Economy and Finance Board of Directors of Mobily.
Mr. Al Abdooli launched his career with Etisalat in 1992 as a planning
SKILLS AND EXPERIENCE engineer for mobile network systems, and went on to hold several
executive positions, including the position of Chief Executive Officer
Abderrahmane Semmar is Director for Public Enterprises and
of Etisalat Misr.
Privatization at the Ministry for Economy and Finance.
M r. A l A b d o o l I , a n e n g i n e e r, h o l d s a M a s t e r ’s d e g r e e i n
For nearly 34 years, including 32 years in the Ministry of Economy
Telecommunications technology, and an electrical engineering degree
and Finance, he served as Head of the Division of Programming
from the University of Colorado in the United States.
and Restructuring and Deputy Director for Information Design and
Systems. CURRENT OFFICES
He also ser ves as Chairman of the Interministr y Commission
›› None
on Public-Private Partnership and Chairman of the Permanent
Committee of the National Accounting Board. OFFICES EXPIRED DURING THE LAST FIVE YEARS
Mr. Semmar has a degree in Business Administration from the ›› None
University of Casablanca, a graduate degree in Economics from
the University of Rabat and a doctoral degree from École Nationale
d’Administration Publique of Rabat.
›› None

Mohammed Saif Al Suwaidi Serkan Okandan

Nationality: Emirati Business address: Nationality: Cypriot Business address:
Etisalat – intersection of Sheikh Zayed the Etisalat – intersection of Sheikh Zayed the
First Street and Sheikh Rashid bin Saeed Al First Street and Sheikh Rashid bin Saeed Al
Maktoum Road, PO 3838, Abu Dhabi Maktoum Road, PO 3838, Abu Dhabi

Mr. Al Suwaidi holds a Bachelor’s Degree in Business Administration Mr. Okandan is a recognized expert in regional and international
(1992) from California Baptist University, USA. telecoms. In January 2012, he joined the Etisalat Group in the
Mr. Al Suwaidi is currently Director General of Abu Dhabi Fund for capacity of Chief Financial Officer following a long and fruitful
Development. He was also Head of the Operations Department of spell at Turkcell where he served as Group Chief Financial Officer
this fund for 11 years where he managed all the projects financed between 2006 and 2011 and as Acting CEO for Ukraine operations
by the Fund. in 2010. He began his professional career at PwC in 1992. Prior to
Mr. Al Suwaidi is Chairman of Al Ain Farms for Livestock Production his appointment as a GCFO at Turkcell, he was entrusted with the
and Deputy Chairman of Arab Bank for Investment and Foreign Trade. job of Group Financial Controller at Turkcell. In his prior assignment
as a GCFO he led the Finance function of Turkcell, a publicly listed
CURRENT OFFICES
company, and its operations across eight different countries. He is
›› Abu Dhabi Fund for Development, Director General known for his wealth of experience in IFRS, debt capital markets,
›› Arab Bank for Investment and Foreign Trade, Deputy Chairman syndicated loans, acquisitions and disposals at the regional and
›› First Gulf Bank, Director international levels.
›› Center of Food Security of Abu Dhabi, Director Mr. Okandan has 23 years of experience, including four with Etisalat.
›› Al Ain Farms for Livestock Production, Chairman Mr. Okandan was awarded a degree in Economics from Bosphorus
›› UAE Red Crescent, Director University, Istanbul, Turkey, in 1992.
›› Aghtia, Director
›› CEPSA, Director CURRENT OFFICES
›› Etisalat Group, Chief Financial Officer
OFFICES EXPIRED DURING THE LAST FIVE YEARS
›› EMTS (Etisalat Nigeria), Director and Chairman of the Audit
›› Al Hilal Bank, Director Committee
›› Ufone (Pakistan), Director and Chairman of the Audit Committee
›› PTCL (Pakistan), Director and Chairman of the Audit Committee
›› Etisalat Services Holding (ESH), Director and Chairman of the
Mohammed Hadi Al Hussaini
Audit Committee
›› Mobily (Saudi Arabia), Director and member of the Audit
Nationality: Emirati Business address:
Etisalat – intersection of Sheikh Zayed the Committee
First Street and Sheikh Rashid bin Saeed Al
OFFICES EXPIRED DURING THE LAST FIVE YEARS
Maktoum Road, PO 3838, Abu Dhabi
›› Turkcell (Turkey), CFO
›› Turkcell (Ukraine), Acting CEO
›› Mobily (Saudi Arabia), Deputy CEO
Mr. Al Hussaini, holds a Master’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 2.3.1.2.2 Operation and responsibilities
Islamic Bank, Dubai Refreshments and Emaar Malls. He also serves of the Supervisory Board
on the Board of Directors of Dubai Real Estate Corporation. He
comes from a long line of entrepreneurs whose main line of work
CHAIRMAN – DEPUTY CHAIRMAN
is commerce.
CURRENT OFFICES The Board elects from among its members a Chairman
›› Etisalat Group, Director and a Deputy Chairman who each have the power to convene
›› Emirates NBD, Director the Board and to chair its deliberations and who hold office for
›› Emirates Islamic Bank, Director their term on the Supervisory Board.
›› Dubai Refreshments, Director
›› Emaar Malls, Director The Chairman and the Deputy Chairman must be individuals.
›› Dubai Real Estate Corporation
OFFICES EXPIRED DURING THE LAST FIVE YEARS The Board may appoint a secretary at each meeting who may
be chosen from outside the members of the Board.
›› National General Insurance, Director
›› Takaful House, Director
›› Dubai Bank, Acting President
›› Emirates Financial Services, Chairman
›› Economic Zones World, Director

CALLING OF MEETINGS – DELIBERATIONS ›› subject to Article 10.5.4 (v) in the Bylaws, any proposal
to the Shareholders’ Meetings to appoint one of the two
The Supervisory Board meets when called by its Chairman or auditors of the Company;
Deputy Chairman, whenever the interests of the Company
›› the appointment of members of the Management Board
require, at the registered office or any other location specified
in accordance with applicable laws and the provisions of
in the notice of meeting. The notice of meeting may be
Article 9 of the Bylaws;
sent by registered mail with return receipt or by email with
acknowledgment of receipt or by international express courier, ›› approval of the proposed resolutions to be submitted to the
fifteen days before the date of the meeting; this period may Company’s Shareholders’ Meeting concerning the allocation
be reduced if all the members of the Supervisory Board agree. of the earnings of the Company and its subsidiaries
(dividends, reserves, etc.) under the terms stipulated in
The Supervisory Board may validly deliberate only if at least Articles 16 and 10.5.4 of the Bylaws;
half of the members of the Supervisory Board are in fact ›› any change in the Company’s accounting policies not
present. required by law or by the applicable regulations, unless such
If this quorum is not reached, the Chairman or the Deputy
change has a significant impact on the distributable profit of
the Company, in which case the decision should be taken
2
Chairman of the Supervisory Board will convene a second
by qualified majority in accordance with Article 10.5.4 (i)
meeting, in the same manner as the first called meeting,
of the Bylaws;
seven business days before the date of the meeting, where
the postmark, the certificate of delivery or the electronic ›› any transfer of a shareholding in an entity holding one
acknowledgment of receipt is authentic. The notification of the or more operating licenses for fixed-line and mobile
second meeting must, in any event, be delivered at the latest telecommunications networks open to the public, if the
during the week following the holding of the first meeting. If a annual financial statements of said entity, certified by
quorum is still not reached, a third meeting is called and held the Statutory Auditors, show negative EBITDA for the
in accordance with the terms and conditions for a minimum last two consecutive years, calculated in accordance with
quorum established by Moroccan law. It is agreed that in the accounting standards currently in force within the Company
event that a quorum is not reached at the time specified in the (such an entity is hereinafter referred to as “Loss-Making
notice for the meeting of the Supervisory Board, the beginning Entity”);
of the meeting will be postponed by one hour. ›› determining the transfer price and terms of the sale
agreement on disposal of an interest in an entity that has
Members of the Supervisory Board attending a meeting of the one or more network operating licenses of fixed-line and
Supervisory Board by videoconference or equivalent means mobile telecommunications open to the public, if it is not
that allow identification as stipulated by the regulations in a Loss-Making Entity, as referred to in Article 10.5.4 (x) of
force are deemed present for calculating the quorum and the Bylaws.
majority.
However, as an exception to the provisions of Article 10.5.3
This provision does not apply when the agenda refers to the described above and the provisions of Article 10.5.4 of
appointment and removal of the Chairman of the Board. the Bylaws, the following decisions must be approved by a
qualified majority of three-fourths of the members of the
In addition to the transactions subject by law to prior
Supervisory Board present or represented:
approval of the Supervisory Board and in accordance with
Article 10.5.3 of the Bylaws, the following decisions require ›› any significant change in the Company’s accounting policies
the prior approval of the Supervisory Board, voting by simple having a material impact on the Company’s distributable
majority of the members present or represented: profit, unless such change is required by law or the
applicable regulations;
›› the examination, approval and revision of the business plan;
›› the revocation, surrender or transfer of licenses or the
›› the examination, approval and revision of the budget
granting of major operating facilities;
(without prejudice to the provisions of Article 10.5.4 (iii)
of the Bylaws); ›› any decision aiming to oblige the Company or its Affiliates,
in respect of any action or any legal, administrative or
›› the prior approval of any services agreement or any other
arbitration proceedings, involving the Company or its
contract between the Company or its Affiliates and one of
Affiliates, and sums due or receivable by the Company or its
its minority shareholders or one of its Affiliates, excluding
Affiliates, in an amount greater than three hundred million
contracts relating to current arm’s length transactions;
dirhams;
›› the annual or multi-annual labor policy, including policies
›› any decision concerning the entering into, amendment and/
for compensation, training, human resources management
or termination of any contract for the provision of services,
and the creation of incentive plans for employees or senior
or any other agreement between, on one hand, the
managers of the Company;
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 In addition, and pursuant to the provisions of Article 10.5.5 of
second Statutory Auditor of the Company; the Bylaws described below, the Supervisory Board may not
›› any decision for a merger, in any form whatsoever, submit the following resolutions to the Shareholders’ Meeting
between the Company’s businesses and any business(es) unless they have been adopted by at least three-fourths of the
controlled by the majority shareholder which compete(s) members of the Supervisory Board present or represented:
with the Company in Fixed-line, Mobile or Internet
›› a proposal to change the Company’s Bylaws concerning,
telecommunications sectors and in exchanges of data;
among other things, an increase or decrease in the
›› any decision to dispense with the requirement that a Company’s share capital;
member of the Management Board must be an employee
›› a proposal for the Company to issue new types of shares
of the Company and/or must be present in Morocco for
or securities;
more than one hundred eighty-three days a year;
›› a proposal to modify substantially the corporate purpose
›› any overrun of more than 30% of the limits set in the
and/or principal business of the Company, or any of its
Budget for investments or divestments or for borrowing
Affiliates holding one or more operating licenses for fixed-
or lending;
line and mobile telecommunications networks open to the
›› any creation of a Company Affiliate or Company Affiliates public;
with share capital or initial stockholders’ equity in excess
›› a proposal to amend the rights and obligations attached to
of three hundred million dirhams, and any acquisition(s) or
the Company’s shares;
sale(s) of ownership interest in any group or entity in an
amount of more than three hundred million dirhams; ›› a proposal to change the closing or opening dates of the
Company’s fiscal year;
›› any acquisition of ownership interest in an entity holding
one or more operating licenses for fixed-line and mobile ›› a proposal to revoke the appointment of members of the
telecommunications networks open to the public; and any Management Board or of the Supervisory Board appointed
decision in principle to sell the ownership interest in such at the request of one of the minority shareholders pursuant
an entity if it is not a Loss-Making Entity; to the provisions contained in Articles 9 and 10 of the
Bylaws;
›› any decision (s), including in t he event of inter nal
restructuring, concerning (a) a merger, spin-off, partial ›› any proposal to rebrand the Company’s trading name or
transfer or lease management of all or part of the goodwill to change the trademark or trade name of the Company in
of the Company or its Affiliates, and (b) any decision to Morocco or among the Company’s Affiliates.
wind up, liquidate or terminate a substantial business
belonging to the Company or its Affiliates, provided that DUTIES AND POWERS OF THE SUPERVISORY BOARD
the decisions referred to in (a) and (b) above may only
be made by qualified majority if they concern an Affiliate The Supervisory Board exercises permanent oversight over
whose estimated value or business exceeds five hundred the Management Board’s management of the Company. At
(500) million dirhams; and any time of the year, it performs the checks and controls that
it considers appropriate, and may request any documents that
›› any exemption from an obligation under the dividend
it considers necessary for the performance of its duties.
distribution policy set out in Article 16 of the Bylaws
to distribute dividends in an amount at least half the The members of the Supervisory Board may review any
distributable profit. information or data relating to the life of the Company.
The Supervisory Board may, within the limits it sets and

subject to the provisions of Article 10.5 of the Bylaws cited
above, authorize the Management Board to sell real estate,
sell all or some holdings, set up security interests as well as
sureties, pledges, endorsements or guarantees in the name of
the Company.

It presents its comments on the Management Board report If several members of the Supervisory Board have contributed
and the financial statements for the fiscal year to the Annual together to the same acts, the court will determine the
Shareholders’ Meeting. contribution of each in the reparation for damages.
The Supervisory Board may set up, within the Board and with The members of the Supervisory Board are liable for personal
the assistance, if deemed necessary, of third parties, whether misconduct committed in the performance of their duties.
shareholders or not, technical committees to study questions They incur no liability in respect of management actions and
it refers to them for an opinion. their outcome. They may be found civilly liable for offenses
committed by members of the Management Board if, having
These committees have advisory powers and act under the knowledge of such offenses, they have not disclosed them to
authority of the Supervisory Board that has created them and the Shareholders’ Meeting.
to which they report.
In 2016, the Supervisory Board met three (3) times, to
Committee members are appointed by the Supervisory Board. approve both the performance of the business and its growth
2
Unless otherwise decided by the Supervisory Board, the term prospects in the medium to long term, with an average
of office of committee members is the same as their term as attendance rate of nearly 67%.
members of the Supervisory Board.
M e s sr s . M oham e d B o us s aïd , M oham e d Has s a d an d
Each committee establishes its own rules of procedure which Abderrahmane Semmar (three members) were appointed
must be approved by the Supervisory Board. to the Supervisory Board on the recommendation of the
Kingdom of Morocco and Messrs. Eissa Mohamed Al Suwaidi,
COMPENSATION Mohammed Hadi Al HussainI, Hatem Dowidar, Saleh Abdooli,
Mohammed Saif AL Suwaidi and Serkan Okandan (six
The Shareholders’ Meeting may allocate to members of the members) were appointed on the recommendation of Etisalat.
Supervisory Board, as compensation for their work, an annual
fixed sum as Directors’ fees. The Supervisory Board may also Each member of the Supervisory Board must own at least one
allocate exceptional compensation for the duties or offices share of stock.
held by its members.
LIABILITY
The members of the Supervisory Board are liable, individually

or jointly as applicable, to the Company or to third parties,
either for violations of the laws or regulations applicable to
corporations, or for breaches of the Bylaws, or for misconduct
in their management.

2.3.2 AUDIT COMMITTEE AND CODE OF ETHICS
2.3.2.1 AUDIT COMMITTEE ■■ Composition
Since July 17, 2014, following the completion on May 14,

Morocco Telecom has an Audit Committee, the main purpose 2014 of Etisalat’s purchase of the 53% held by Vivendi in the
of which is to assist the Supervisory Board in exercising its capital of Maroc Telecom, the Audit Committee is composed
oversight responsibilities relating to financial reporting, internal of five members, namely two representatives of the Kingdom
control systems, risk management, audits, and compliance with of Morocco and three representatives of the Etisalat Group,
the laws and regulations in force and with the Code of Ethics. including the Chairman.
The composition of the Audit Committee is as follows:
Current Date Primary Occupation

Name Position of Appointment or Employment
Mohamed Hadi Al Hussaini Chairman 2014 Member of the Board of Directors of Etisalat
Abdelhak Harrak Member 2015 Governor/Director of Information Systems
and Communications, Ministry of the Interior
Abderrahmane Semmar Member 2016 Director for Public Enterprises and Privatization,
Ministry for Economy and Finance
Serkan Okandan Member 2014 Chief Financial Officer of Etisalat Group
Mohammed Dukandar Member 2016 Acting Director of Internal Control and Audit of the Etisalat
Group (UAE and International Operations)
BIOGRAPHICAL DETAILS AND OTHER POSITIONS HELD BY Mr. Abdelhak Harrak is the representative of the Minister
MEMBERS OF THE AUDIT COMMITTEE of the Interior on the Board of Directors of the AMMC, the
Universal Service Fund Management Committee, the Board of
Mohamed Hadi Al Hussaini Directors of Barid Al Maghrib, and the Supervisory Board of
Maroc Telecom. He also represents the Ministry of the Interior
Mr. Mohamed Al Hussaini, an Emirati national, holds a Master’s on the ICAO Public Key Directory Board (an international
degree in International Commerce from Switzerland and has organization responsible for the management and exchange
professional experience in banking/finance, real estate and of electronic passport certificates).
investments. He currently serves on the Board of Directors of
five listed companies: Etisalat, Emirates NBD, Emirates Islamic On July 30, 2012, Mr. Harrak was decorated with the rank of
Bank, Dubai Refreshments and National General Insurance. He Wissam Al Arch Knight of the Order for his implementation of
comes from a long line of businessmen whose main activity the Medical Assistance Scheme for the Destitute, also known
is commerce. as RAMED.
Abdelhak Harrak Abderrahmane Semmar
Mr. Abdelhak Harrak was born on August 25, 1965 in Tangiers. Mr. Abderrahmane Semmar is Director of Public Companies
He is currently Governor/Director of Information and and Privatization in the Ministry of the Economy and Finance.
Communication Systems for the Ministry of the Interior. He For nearly 34 years, including 32 years in the Ministry of
has held this position since his appointment on June 22, 2005. Economy and Finance, he served as Head of the Division
of Programming and Restructurings and Deputy Director
He has a graduate degree in Telecommunications and Systems for Information Design and Systems. He also serves as
Engineering from Institut National Polytechnique de Toulouse Chairman of the Interministry Commission on Public-Private
France (INP-ENSEEIHT) in 1991. He began his professional Partnership and Chairman of the Permanent Committee of
career as Head of Telecoms at Banque Crédit Immobilier et the National Accounting Board. Mr. SEMMAR has a degree in
Hôtelier and was then appointed to the position of Deputy Business Administration from the University of Casablanca, a
Director of Information Systems, Organization and Processes graduate degree in Economics from the University of Rabat
within the same organization, after previously being responsible and a doctoral degree from École Nationale d’Administration
for Information Systems Security, electronic payment systems, Publique of Rabat.
IT production and operations, Systems and Networks and the
“Basel II” project for the “Operational Risk” component.

Serkan Okandan The Audit Committee was convened for the first time in
May 2004, and held five meetings in 2016. Its role is to make
Mr. Serkan Okandan joined Etisalat in January 2012 as Chief recommendations and proposals to the Supervisory Board on
Financial Officer of the Etisalat Group. Previously, he was matters such as:
Group Chief Financial Officer at Turkcell. Mr. Okandan began
his professional career with PricewaterhouseCoopers in 1992, ›› review of statutory and consolidated financial statements
and worked for DHL and Frito Lay as a Business Analyst before their submission to the Supervisory Board;
before joining Turkcell. Mr. OKANDAN is a member of the ›› consistency and effectiveness of the Company’s internal
Board of Directors and Chairman of the Audit Committee of audit process;
Etisalat Nigeria, PTCL and Ufone, and a member of the Board
›› supervision of audit programs of internal and external
of Directors of Etisalat Services Holding.
auditors and review of their audit findings;
Mr. Okandan holds a degree in Economics from Bosphorus ›› accounting policies and methods, and consolidation scope;
University. ›› the Company’s off-balance-sheet risks and commitments;
Mr. Mohamed Dukandar

›› monitoring of the Company’s insurance policies; 2
›› procedures for the selection of the Statutory Auditors,
Mohamed Dukandar, Acting Director of Internal Control and formulation of an opinion on the fees requested for the
Audit, directs the consolidated functions of internal control performance of their audit duties, and the monitoring
and audit (UAE & International Operations). Mr. Dukandar is of compliance with the rules guaranteeing auditor
a Certified Accountant, Certified Internal Auditor (CIA) and independence; and
Certified Self Control Assessment (CCSA) with more than ›› any issues that the committee believes might pose risks or
20 years of experience in Governance, including Enterprise serious procedural problems for the Company.
Risk Management (ERM), Insurance, Internal/External Audits,
and Legal Analysis (Forensics). He has served as Director of ■■ Internal audit
Internal Audit in the Telkom Group (South Africa) since 2009.
In this position, he was responsible for providing to the Board The internal control procedures established within Maroc
and Management assurance about the control environment Telecom Group have the following objectives:
and the areas with high exposures to material risks.
›› to ensure that management conduct, business transactions,
Mr. Dukandar began his career as an Auditor with KPMG Inc. and employee behavior are consistent with the operational
in 1996 and then worked for the National Treasury and the guidelines set by the management bodies, and that they
City of Joburg (South Africa). comply with applicable laws and regulations, and
›› to ascertain that the accounting, financial and management
■■ Operation information provided to the Company’s management
bodies presents fairly the Company’s operations and
The Audit Committee was set up by the Supervisory Board financial position.
in 2003 to respond to calls from shareholders to adopt
international standards for corporate governance and internal One of the objectives of the internal control system is to
control at Maroc Telecom. prevent or mitigate risks arising both from the Company’s
business affairs and from error and fraud, particularly in the
areas of finance and accounting. As is the case for all audit
systems, there is no guarantee that such risks will be fully
eliminated.
Maroc Telecom risk control is performed using the three control lines model:
Control line Entity Role

1st control line Operational Management Implements the Company’s strategy
and the resources necessary to control its activities
2nd control line Risk Management and other support functions (Quality, Ensure the management of risks,
IS, HR, Legal, Finance, Management Control, etc.) internal control and compliance
3rd control line Internal audit Provides independent assurance and assessment

To perform its task of assessing and validating the Company’s ›› to review the robustness of financial information, including
internal control systems, the Audit Committee is supported by controls relating to security of the communication, storage
the Internal Audit and Inspection Departments. It defines the and backup of information;
action plan for the Internal Audit and Inspection Departments ›› to review the operational units and systems to ensure
and analyzes their findings. adequacy in respect of policies, procedures, and legal and
regulatory requirements;
The average attendance rate among Audit Committee
members at meetings held in 2016 was 92%. ›› to review the means for safeguarding assets and for
advising management as to the efficiency and effectiveness
of the utilization of resources;
■■ Internal Audit, Risk Management & Inspection
›› to ensure that recommendations have been carried out
during follow-up engagements.
INTERNAL AUDIT
The Internal Audit Department (Operational Audit and
Maroc Telecom’s Internal Audit Department (Operational
Financial Audit) communicates and coordinates with the
Audit and Financial Audit) reports to the General Control
Company’s external auditors to maximize the effectiveness of
Department. It is an independent function that has direct
the audit scope of coverage.
access to the Audit Committee. The Internal Audit Department
is governed by a charter approved by the Audit Committee. Internal audits performed in 2016 involved the main items
of the balance sheet and income statement, i.e., revenues,
The role of the Internal Audit Department is to provide the
assets, inventories, and liquidity, as well as other key corporate
Company with an analysis of the level of risk of its operations
procedures. A total of 42 audits were conducted in 2016.
and to monitor the quality of internal control at each level of
the Company’s organization. The Internal Audit Department
helps the Company to achieve its objectives by assessing RISK MANAGEMENT
procedures for risk management, control and corporate
In a context marked by tougher competition, growing
governance.
regulatory pressure, and strong environmental concerns, risk
The effectiveness of the internal control process is assessed management is an essential management concern.
by the Internal Audit Department, according to an annual audit
The Risk Management entity, created in late 2015 under the
plan approved by the Audit Committee. Summaries of the
General Control Department, has set up an ongoing, dynamic
comments and recommendations formulated by the Internal
process to manage risks in accordance with the COSO 2
Audit Department are provided to the Audit Committee.
standards. Its goal is to identify, delineate and manage the risks
The audit plan is defined according to an analysis of the faced by the Company and to keep them at a tolerable level.
business risks, which include financial risks, IT risks, and risks
For this purpose, it directs the risk management process
specific to the operational units of the Group.
by relying on a network of risk officers in the operational
To meet this twofold objective, the Internal Audit Department departments and the risk managers in the Group’s subsidiaries.
has t wo di v isio ns , e a c h of w hic h has t h e fo ll ow ing
complementary functions: INSPECTION
›› financial audit (10 auditors as of December 31, 2016), for In conjunction with the Internal Audit Department, the
processes with an accounting and financial impact; Inspection Department (14 inspectors as of December 31,
›› operational audit (11 auditors as of December 31, 2016), 2016) is also responsible for assessing and approving the
for matters regarding operational units (retail branches, Company’s internal control system. It reports to the General
technical centers, stores, regions, etc.). Operational audits Control Department.
consist of analyzing procedures for the management of
At the request of the aforementioned bodies or on its own
resources, networks and customer services.
initiative, the Inspection Department conducts periodic audits,
The annual audit plan consists of a program of engagements spot checks, and specific reviews, for the following purposes:
whose implementation is entrusted to the Internal Audit
›› to protect the assets, property, resources and means
Department.
employed;
These engagements have the following main objectives: ›› to verif y compliance with management procedures,
instructions, policies and rules;
›› to verify the existence and adequacy of controls in the
›› to ensure the quality, adequacy and reliability of data and
areas of finance, data processing, and operations, to ensure
the optimization of resource allocation;
that the main risks have been identified and are suitably
covered;

›› to demonstrate and determine any possible liabilities in the The code is not intended to replace existing rules, but serves
event that the Company becomes aware of deficiencies, as a reminder of the ethical principles and rules that generally
irregularities or fraud. apply, and the need to adhere scrupulously to them. The code
aims to make each employee of the Company accountable,
The Inspection Department may be called on to contribute setting out the principal rules governing the use of inside
to the operational audit by completing specific, periodic information, so as to raise awareness of best practice among
missions and to set up a team to study, analyze, and make all employees and inform and guide their professional conduct.
recommendations on the operations of the Company.
The Code of Ethics includes rules for dealing with real or
SARBANES-OXLEY apparent conflicts of interest in order to avoid situations such
as insider trading or the suspicion that it might occur.
Maroc Telecom remains committed to maintaining the highest
standards of corporate governance and financial disclosure. All new hires are invited to an orientation seminar at which
the Chief Compliance Officer presents the main points of the
2.3.2.2 CODE OF ETHICS

Code of Ethics and also, for educational purposes, describes
some conflict of interest situations that employees could face. 2
Keen to maintain a high degree of fairness, transparency, Employees may also consult the Chief Compliance Officer,
market integrit y and customer focus, Maroc Telecom who is in charge of ensuring compliance with the law and the
established a Code of Ethics in 2006. rules enshrined in the Code of Ethics.
2.3.3 MANAGEMENT’S INTEREST
2.3.3.1 COMPENSATION PAID TO of the Management Board, including any variable portion, and
submits its recommendation to the Supervisory Board.
MEMBERS OF THE MANAGEMENT
AND SUPERVISORY BODIES The total gross compensation paid by the Company, its
subsidiaries, and all controlling companies to members of
When appointing members of the Management Board, the the Management Board for their work on behalf of Maroc
Supervisory Board decides on the method and amount of Telecom Group for fiscal year 2016 totaled MAD 55 million.
compensation for each member of the Management Board, Variable compensation for 2016 was calculated for members
which are then set forth in the employment contract of each of the Management Board in accordance with the following
member. A Compensation Committee consisting of the Chairman criteria: (a) financial targets of Maroc Telecom and (b) the
and Deputy Chairman of the Supervisory Board meets once priority actions for their business segment.
a year to review the aggregate compensation of the members
The following table summarizes the compensation paid over the past three fiscal years:
(in MAD million) 2014 2015 2016

Short-term benefits 47 48 55
Severance packages 59 55 65
Based on compensation for 2016, the minimum amount to be For members of the Supervisory Board, the Shareholders’
paid by the Company in the event of termination of employment Meeting of April 30, 2015 voted to allocate the aggregate
contracts of members of the Management Board, except in case amount of two million five hundred forty thousand dirhams in
of gross negligence or willful misconduct, would amount to Directors’ fees to the members of the Supervisory Board and
MAD 65 million. Furthermore, the Company bears the cost of the Audit Committee.
entertainment and travel expenses incurred by members of the
Management Board in the course of their duties. This decision remains valid until a new decision is made by
the Shareholders’ Meeting. The conditions and criteria for
The impact of benefits in kind and special complementary distributing the fees must be set by the Supervisory Board.
pension plans set up for corporate officers is included in the
figures in the above table.

2.3.3.2 OWNERSHIP OF COMPANY Finally, the appointment of members of the Management

Board and Supervisory Board is governed by a Shareholders’
SHARES BY MEMBERS
Agreement under the terms and conditions described in
OF THE MANAGEMENT BODY section 2.2.2.4, “Shareholders’ Agreement.”
At December 31, 2016, the members of the Management

Board directly or indirectly held 76,303 shares in Maroc
2.3.3.4 MANAGEMENT’S INTEREST IN KEY
Telecom. CUSTOMERS OR SUPPLIERS
None.
2.3.3.3 CONFLICTS OF INTEREST
AND OTHER RELEVANT
CONSIDERATIONS 2.3.3.5 SERVICE AGREEMENTS
With the exception of employment contracts between

Over the past five years, no member of Maroc Telecom’s
members of the Management Board and the Company,
Management Board or Supervisory Board has been convicted
there are currently no contracts between members of the
of fraud; no member of the Management Board or Supervisory
Management Board or Supervisory Board and the Company
Board has been associated with a bankruptcy, receivership or
and/or its subsidiaries that bestow any particular benefits.
liquidation; and no official public indictment and/or sanction
has been issued against them by legal or regulatory authorities
or professional organizations. Similarly, no corporate officer of 2.3.3.6 LOANS AND GUARANTEES
Maroc Telecom has been prevented by a Court from acting as GRANTED TO SENIOR MANAGERS
a member of an executive, management or supervisory body
of an issuer, or from participating in the management or the
None.
business of an issuer.
2.3.4 RELATED-PARTY TRANSACTIONS
Under Ar ticles 95 et seq. of Morocc an law 17-95 on 2.3.4.1 RELATED-PARTY TRANSACTIONS

corporations, as amended and supplemented by Law 20-05
and Law 78-12, any agreement between the Company and,
IN FISCAL YEAR 2016
whether directly or indirectly, a member of the Management
or Supervisory Boards, or between the Company and any ■■ Service Agreement with Gabon Telecom
shareholder directly or indirectly holding more than 5% of the
share capital and voting rights, is subject to prior authorization In November 2016, Gabon Telecom signed a contract with
from the Supervisory Board. The same conditions also apply Maroc Telecom under which it provides services in the
to agreements by and between the Company and another following areas: strategy and development, organization,
firm, if any member of the Executive or Supervisory Board is networks, marketing, finance, purchasing, human resources,
an owner, partner (with unlimited liability), manager, Director, information systems and regulation ...
Managing Director or member of that firm’s Management or
Supervisory Boards. These different services are carried out mainly through
expatriate staff.
The related-party agreements signed in fiscal year 2016, and
agreements signed in previous fiscal years that remained in Maroc Telecom is a majority shareholder of Gabon Telecom
effect in 2016, are described below and detailed in the special and the member of the management bodies in common is
report of the Statutory Auditors that can be found on page M. Brahim Boudaoud.
221 and following, of this document.

2.3.4.2 RELATED-PARTY TRANSACTIONS ■■ Technical services agreement with Etisalat

FROM PRIOR FISCAL YEARS STILL In May 2014, Maroc Telecom signed a service agreement
IN EFFECT IN 2016 with Emirates Telecommunications Corporation (Etisalat),
under which the latter is to provide Maroc Telecom, at its
request, directly or indirectly, with technical support services,
■■ Brand Licensing agreements particularly in the following areas: digital media, insurance, and
financial ratings.
As of January 26, 2015, Maroc Telecom became the majority
shareholder of Atlantique Telecom Côte d’Ivoire, Etisalat These services may be performed by expatriate staff.
Benin, Atlantique Telecom Togo, Atlantique Telecom Niger,
Atlantique Telecom Gabon (entity absorbed by Gabon Telecom On May 14, 2014, Etisalat became the principal shareholder
on June 29, 2016, effective from January 1, 2016) and of Maroc Telecom via SPT. Members of the management
Atlantique Telecom Centrafrique. As a result, Maroc Telecom bodies common to both parties are: Mssrs. Eissa Mohammad
2
acquired the rights related to the Brands “Moov” and “No Al Suwaidi, Hatem Dowidar, Saleh Abdooli, Serkan Okandan
Limit” belonging to the Etisalat Group as well as related Brand and Mohammad Hadi Al Hussaini.
Licensing agreements with regard to the above subsidiaries.
The shared management members are Mssrs. Larbi Guedira,

■■ Agreement with the Moroccan Royal Federation
Oussama El Rifai, Hassan Rachad and Brahim Boudaoud. of Track and Field (FRMA)
The agreement between Maroc Telecom and FRMA, of which

■■ Technical assistance agreements Mr. Abdeslam Ahizoune is also Chairman, expired in July 2012.
At its meeting on July 23, 2012, the Supervisory Board
As of January 26, 2015, Maroc Telecom became the majority authorized the renewal of the agreement for the period from
shareholder of Atlantique Telecom Côte d’Ivoire, Etisalat July 1, 2012, to June 30, 2014, in the amount of MAD 6 million
Benin, Atlantique Telecom Togo, Atlantique Telecom Niger, per year, plus the payment of the travel and business expenses
Atlantique Telecom Gabon (entity absorbed by Gabon Telecom of the Chairman of FRMA.
on June 29, 2016, effective from January 1, 2016) and
Atlantique Telecom Centrafrique. As a result, Maroc Telecom At its meeting on July 18, 2014, the Supervisory Board
acquired the rights stemming from the Technical Assistance authorized the renewal of this agreement for the period
agreements by and between these companies and the Etisalat from September 1, 2014 to September 1, 2017, for an annual
Group. amount of MAD 4 million. This includes support from Maroc
Telecom for the Mohammed VI Athletics Meeting, in addition
The shared members of the management bodies are to the payment of the travel and business expenses of the
Mssrs. Larbi Guedira, Oussama El Rifai, Hassan Rachad and Chairman of FRMA.
Brahim Boudaoud.
■■ Service Agreement with Sotelma

■■ Agreements for current-account advances
In 2009, Sotelma and Maroc Telecom signed an agreement
As of January 26, 2015, Maroc Telecom became the majority under which Maroc Telecom provides it with technical support
shareholder of Atlantique Telecom Côte d’Ivoire, Etisalat and services.
Benin, Atlantique Telecom Togo, Atlantique Telecom Niger,
Atlantique Telecom Gabon (entity absorbed by Gabon Telecom Maroc Telecom is a majority shareholder of Sotelma and the
on June 29, 2016, effective from January 1, 2016) and member of the management bodies common to both parties
Atlantique Telecom Centrafrique and Prestige Telecom Côte is Mr. Larbi Guedira.
d’Ivoire. Maroc Telecom also acquired the current accounts of
the Etisalat Group in these subsidiaries.
The shared members of the management bodies are

Mssrs. Larbi Guedira, Oussama El Rifai, Hassan Rachad and
Brahim Boudaoud.

■■ Service Agreement with Onatel ■■ Contract with Casanet
In September 2007, Onatel signed an agreement with Maroc Since 2003, Maroc Telecom has signed several agreements
Telecom under which Maroc Telecom provides services to with its subsidiary Casanet, the purpose of which is, among
Onatel in the following areas: strategy and development, other goals, the maintenance in operation conditions of the
organization, networks, marketing, finance, purchasing, human Menara Internet portal of Maroc Telecom, the supply and
resources, information systems and regulations. development and hosting services for the mobile portal of the
Maroc Telecom websites.
These services are carried out mostly by expatriate employees.
Maroc Telecom is the majority shareholder of Casanet.
Maroc Telecom is the majority shareholder of Onatel and the
common member of the management bodies is Mr. Brahim
■■ Current-Account Advance – Casanet
Boudaoud.
Maroc Telecom decided to entrust its business directory
■■ Service Agreement with Mauritel activities to its subsidiary Casanet.
In fiscal year 2001, Mauritel SA signed an agreement with In relation to this, the Supervisory Board on December 4,
Maroc Telecom under which Maroc Telecom provides 20 07 authorized the payment by the Company of the
services and technical assistance and transfers equipment to necessary investments costs, which will be financed through
Mauritel SA. non-interest-bearing current-account advances.
Maroc Telecom is the majority shareholder of Mauritel SA Maroc Telecom is the majority shareholder of Casanet.
and the member of the management bodies in common is
Mr. Hassan Rachad.
■■ Agreement relating to the acquisition and financing

of subsidiaries of the company Etisalat
The agreement concerns the settlement by Itissalat Al Maghrib

(IAM) of the purchase price in five interest-free maturities and
the granting of a zero interest loan of USD 200 million from
Etisalat which the company reallocated to certain acquired
subsidiaries.
Etisalat is the main shareholder of Itissalat Al Maghrib (IAM).

The members of the management bodies for Etisalat are
Eissa Mohammad Al Suwaidi, Mohammad Hadi Al Hussaini,
Hatem Dowidar, Saleh Abdooli and Serkan Okandan.

NOTES

2


3 DESCRIPTION OF THE GROUP, BUSINESS
ACTIVITIES, LEGAL AND ARBITRATION
PROCEEDINGS
3.1
3.1.1
3.1.2
DESCRIPTION OF THE GROUP
History and overview
Maroc Telecom’s business strategy
64
64
66
3.1.3 Human resources 67
3.1.4 Maroc Telecom’s sustainable development policy 70
3.1.5 Real property 73
3.1.6 Intellectual property, research and development 74
3.1.7 Insurance 75
3.2 BUSINESS ACTIVITIES 76

3.2.1 Morocco 76
3.2.2 Subsidiaries 111
3.3 LEGAL AND ARBITRATION PROCEEDINGS 128
3.4 RISK FACTORS 129

3.4.1 Business risks 129
3.4.2 Regulatory risks 133
3.4.3 Market risks 134

3 DESCRIPTION OF THE GROUP, BUSINESS ACTIVITIES, LEGAL AND ARBITRATION PROCEEDINGS
Description of the Group
3.1 Description of the Group
3.1.1 HISTORY AND OVERVIEW
HISTORY
2009 2015
2001 Acquisition
of 51%
Vivendi capital of Sotelma
acquires a stake
1984 in Maroc Telecom Acquisition
of Etisalat's
Creation of ONPT six African
(Office National Acquisition subsidiaries
2006
des Postes of 51% of in Côte d’Ivoire,
et Télécommunications) Gabon Telecom Gabon, Niger,
Acquisition
the Central
of 51% 2007 African Republic
of Onatel
and Togo
Etisalat acquires Merger

IPO
a stake of Gabon Telecom
in Casablanca
in Maroc Telecom and Moov Gabon
and Paris
2001 2007
2016
Creation of Acquisition 2004 The Moroccan
Maroc Telecom SA. of 54% government floats 4%
of Mauritel SA of Maroc Telecom
2014
on the Casablanca
1998 stock exchange
OVERVIEW In addition, Maroc Telecom owns 100% of Casanet, a leading

internet service provider in Morocco and host of the menara.
ma web portal.
Maroc Telecom is the incumbent telecommunications operator
in the Kingdom of Morocco. It is operates in the fixed-line Maroc Telecom is organized by “Business Units” around its
telephony, mobile telephony and internet segments. Since business activities and services. The Fixed-line and Mobile
2001, Maroc Telecom Group has focused on international operating segments are combined within the Services Division
development. The Group acquired a 51,527% controlling and the Networks and Systems Division, while support
interest in the incumbent operators of Mauritania (Mauritel, functions are covered by the Regulatory and Legal Affairs
via CMC holding), Burkina Faso (Onatel) in December 2006, Division and Administration and Finance Division. Within the
and Mali (Sotelma) in July 2009. The Group acquired a 51% strategic framework defined by the Group’s management
controlling interest in Gabon Telecom in February 2007. The bodies, these divisions ensure oversight of subsidiaries and
transaction was finalized in December 2010, although Gabon compliance with the rules of Maroc Telecom Group.
Telecom has been managed by Maroc Telecom since 2007.
Maroc Telecom is decentralized, with eight Regional Offices
In January 2015, Maroc Telecom finalized the acquisition, each with their own operating structure and suppor t
started on May 4, 2014, of the six subsidiaries of Etisalat in functions.
Benin, Ivory Coast, Gabon, Niger, the Central African Republic
and Togo.

DESCRIPTION OF THE GROUP, BUSINESS ACTIVITIES, LEGAL AND ARBITRATION PROCEEDINGS
The Maroc Telecom Group’s organizational chart at December 31, 2016, was as follows:
Abdeslam Ahizoune
Larbi Guedira Oussama El Rifai Brahim Boudaoud Hassan Rachad

Managing Director Chief Financial
Directeur Officer
Général Managing Director Managing Director
Services Regulatory and Networks and Systems
Legal Affairs
Regional Offices (8) Subsidiaries
Since May 14, 2014, Maroc Telecom has been part of Etisalat The transition from the 2005 to the 2013 version of ISO
Group, the UAE’s incumbent operator with operations in 27001 was completed successfully, as certified by Lloyd’s
17 countries in the Middle, Asia and Africa. Etisalat began Register Quality Assurance (LRQA) in September 2015.
its international expansion in 2004, when it acquired its first
3G-mobile license in Saudi Arabia. Since then, the operator The two certificates were renewed during the December 2016
has continued to grow, becoming one of the most dynamic
operators in the world.
audit, which concluded positively with a report proving the
Company’s commercial, technical and IT performance. The
3
certification covers the design and development of products,
Source: Etisalat. marketing, installation/uninstallation, activation/deactivation,
billing and collection, after-sales service, information and
support for all products and services and for all consumer
ISO CERTIFICATION and business customers across Maroc Telecom’s various sites.
Our Company has been: The transition to the 2015 version of ISO 9001 is planned for
December 2017 during follow-up audit 1.
›› ISO 9001 – Quality Management System certified since
2004;
■■ Personal data protection
›› ISO 27001 – Security Management System certified since
2007. With the establishment of the National Commission to Control
the Protection of Personal Data (CNDP) on November 15,
The integrated Qualit y & Safet y management system 2010, Maroc Telecom had a period of two (2) years (until
introduced by Maroc Telecom in 20 08 has yielded the November 15, 2012) to comply with the provisions of
following benefits for the Company: Law 09-08 on the protection of individuals in the processing
of personal data.
›› solid business per formance based on active market
intelligence and an ongoing network-based sales campaign; A legal representative of Maroc Telecom was named to ensure,
›› dynamic adaptation of the organization according to the in collaboration with the National Commission to Control the
overarching strategic issues; Protection of Personal Data (CNDP), compliance with the law
›› increased security for the Company’s assets and personal and the maintenance of compliance with said law.
data;
Maroc Telecom notified the CNDP of all personal data
›› guaranteed continuity of business-critical processes; processing operations it performs and obtained approval from
›› across-the-board compliance with internal, regulatory and the Commission in December 2013.
legal requirements.
Since the effective date in 2013 of Law 09- 08 on the
The certification, awarded by internationally recognized protection of individuals in the processing of personal data,
bodies, is a guarantee of the quality of the services provided Maroc Telecom has continuously ensured compliance and the
by Maroc Telecom and proof of its commitment to satisfying maintenance of its level of compliance with that Law.
and retaining its stakeholders through constant customer care.

3.1.2 MAROC TELECOM’S BUSINESS STRATEGY
All the countries in which Maroc Telecom Group operates, covers 73% of the population, while its 3G network reaches
Morocco and countries in sub-Saharan Africa, are recording 87% of the population, allowing the Company to support
strong economic growth. Despite 2016 being a year marked throughout the Kingdom of Morocco the customer excitement
by a general slowdown in growth on the continent, the African about broadband mobile internet, a segment that grew 96%
economies are expected to rebound in 2017. Morocco’s 2017 over one year. In order to take full advantage of this trend,
Finance Act forecasts 4.5% growth in domestic GDP, while the the priority is to monetize Data through the development of
International Monetary Fund expects average GDP growth special predominantly data offers and by maintaining a fair-
of 6.1% in 2017 for all eight sub-Saharan countries in which use policy (maintaining Data consumption ceilings + Data
Maroc Telecom operates. In terms of the growth prospects options to be added), while coupling Data services with voice
of the telecom markets in which the various Group entities services in order to support the usages of its customers, who
operate, Morocco should be distinguished from the other are increasingly using their voice services through Voice over
sub-Saharan countries since this market presents a different IP applications.
set of challenges.
The year 2016 was marked by the arrival of competition in the
ADSL market. However, the Fixed-line/Internet market has
MOROCCAN TELECOMS MARKET not had a major upheaval because of the positioning of the
OUTLOOK AND MAROC TELECOM’S competition on broadband offers at unattractive prices. Maroc
BUSINESS STRATEGY Telecom continues to stand out with its very competitive
Fixed-line, ADSL and FTTH offers and its recognized quality.
Contributing to this is a panel of innovative added value
In Morocco, the Mobile market is mature, with a mobile
services that Maroc Telecom continues to enhance (home
penetration level approaching that of the European
automation, Cloud, M2M).
countries – According to the ANRT, the mobile penetration
rate in Morocco was 123% in the fourth quarter of 2016, Maroc Telecom faces increased competition in all Fixed-line
while the European average was 126% (source: Merrill Lynch and Mobile segments. However, the incumbent intends to
Q3 2016). bolster its leadership through differentiation on its quality
of service and continuous innovation. This is reflected in the
In 2016, the Moroccan telecom regulator established a new
ongoing network upgrade and the deployment of ultra-high-
regulatory framework and new guideline with the goal of
speed technology for both fixed-line (MSAN and FTTH) and
returning the telecommunications market to growth in value in
mobile (Single RAN and 4G+).
order to encourage investments in broadband by all operators.
The new guidelines defined by the ANRT including:
INTERNATIONAL OUTLOOK AND
›› floor rates for all voice and data services to erase the
significant decline in prices in recent years;
STRATEGY OF MAROC TELECOM’S SUB-
›› a special premium of 20% above the minimum rate for
SAHARAN SUBSIDIARIES
Mobile voice services, below which Maroc Telecom, the
only operator declared to be dominant, cannot offer its 2016 was marked by slower economic growth in sub-Saharan
rates; Africa related to the crisis in the raw materials market, and by
the increase in tax and regulatory pressures reflected in the
›› an alignment of the three Mobile operators on Data
requirements on the identification of Mobil customers in most
services with a floor price common to the three operators,
of the telecom markets in which Maroc Telecom operates.
without a special premium for the dominant operator.
For the historical subsidiaries (Mauritel, Onatel, Gabon
In order to maintain its leadership in the Mobile market,
Telecom, Sotelma), mobile penetration in 2016 declined in
where it remains the leader with a 44.2% (Q4 2016) market
their market (an average 92% in 2016) mainly because of the
share, while complying with these new guidelines defined by
customer identification requirements followed by campaigns
the regulator, Maroc Telecom intends to continue its major
to deactivate non-identified customers initiated by regulators.
investment program in order to roll out the most extensive
Although competitive pressure intensified (new entrant
broadband Mobile network in the Kingdom of Morocco
expected in Mali, ban on rate differentiation in Mauritania,
with the best quality of service for its customers in order to
possibility of the entrance of an MVNO in Gabon), the
stand out sharply from its rivals. Less than two years after
historical subsidiaries are expected to continue to see growth
its commercial launch, the Maroc Telecom 4G+ network
in their pools and revenues thanks to continued increase in

network coverage (2G, 3G and 4G), the development of added of the Mobile market for each of the subsidiaries. Significant
value products (mobile data, Mobicash, M2M) and substantial efforts to streamline costs also improved the margins of all
marketing and sales efforts. The growth prospects of the these subsidiaries, even if they are suffering (particularly in
Fixed-line market should improve due to the rise of broadband Benin) from tax and royalty pressures in a fiscal and regulatory
and the development of the Data segment for businesses environment that does not offer regulatory levers favorable to
(e.g., fiber optic links, leased lines, etc.). Lastly, with their challenger operators. These subsidiaries must also meet the
privileged status as incumbent operators, the long-standing challenge of mobile data development. Significant network
subsidiaries are expected to progress towards a fixed/mobile investments are planned for the period from 2016 to 2020.
convergent operator strategy to maintain their leadership These investments should allow the subsidiaries to expand
within all segments (Fixed-line, Mobile and Internet), while their coverage, improve their service quality and keep pace
improving the price elasticity of their customers. Since the with growing customer demand for mobile data and all the
commissioning of the inter-subsidiary cable, Maroc Telecom innovative products developed because of it (M-payment,
subsidiaries, particularly in Gabon, Mauritania and Benin, Cloud, M2M).
intend to position themselves as a regional hub for the sale of
international capacity that generates a new revenue stream. The challenge for these operators is to continue to gain market
Finally, the subsidiaries intend to maintain their high margin share and become reference operators in terms of service
level with the permanent optimization of costs designed to quality and innovation while ensuring the monetization of
offset increased fiscal pressures. mobile data so that it becomes a growth booster in these
markets.
As for the subsidiaries acquired in 2015, Maroc Telecom
continues to support them closely, sharing with the local The progressive improvement in the performances of the
teams the experience and expertise of Maroc Telecom in new subsidiaries and the consolidation of the assets of the
3
Morocco and Africa. The marketing and sales efforts of all historical subsidiaries should increase their contribution to the
the subsidiaries bore fruit in 2015 with an increased share growth of the Group’s sales and profits.
3.1.3 HUMAN RESOURCES
Maroc Telecom’s development essentially relies on the Therefore, to continue its development and feed its ambitions,
expertise, know-how and commitment of its employees. Maroc Telecom has chosen to promote a human resources
Human resources are one of the mainstays of the Group’s policy based on the recognition of per formance, skills
performance. development, fairness and equal opportunities.
3.1.3.1 MAROC TELECOM GROUP EMPLOYEES
■■ Group workforce
The tables below illustrate the changes in workforce at Maroc Telecom during the three fiscal years ended December 31, 2014,
2015 and 2016:
2014 2015* 2016

Maroc Telecom 9,219 9,036 8,878
Subsidiaries 2,342 3,358 3,098
GROUP 11,561 12,394 11,976
* Inclusion of the new subsidiaries.
N.B: For the average number of employees of Maroc Telecom Group see Note 19 to the consolidated financial statements in
Chapter 4.
In December 2016, a voluntary employee redundacy plan Company’s new businesses. It benefited 700 employees by
was launched in Morocco to allow the rejuvenation of Maroc the end of February 2017. The plan still in progress.
Telecom’s human resources and help them adapt to the

■■ Age and seniority
The average age in the Group is 45.7 years, and the average seniority is 19.9 years.
■■ Staff turnover
Staff turnover % 2014 2015 2016

Maroc Telecom 0.6 0.9 0.9
Subsidiaries 0.8 2.5 2.1
GROUP 0.7 1.4 1.2
The low staff turnover at Maroc Telecom and its subsidiaries is a testament to employee loyalty.
■■ Change in staff compensation
Payroll costs have changed as follows over the past three fiscal years:
(in MAD million) 2014 2015 2016

Maroc Telecom 2,116 2,202 2,237
Maroc Telecom Group 2,818 3,245 3,260
3.1.3.2 PROFESSIONAL DEVELOPMENT Maroc Telecom regularly updates its training programs to
meet the various changes within the internal and external
environment and to help its employees to develop their skills
■■ Recruitment and further their career plans. Maroc Telecom has a training
center, staffed with nine in-house trainers, and also uses
As Morocco’s leading telecommunications company, Maroc outside service providers for periodic and advanced training
Telecom is continually adapting its recruitment policy to sessions.
anticipate the strategic challenges linked with changing market
trends. The Group is adopting a transparent and equitable At end-2016, a total of more than 23,000 trainee days
recruitment approach that is rigorous and highly selective. had been offered and nearly 5,200 employees received at
This will attract the best talent from national and international least one training, an average of three days of training per
engineering and business schools. employee.
In addition, Maroc Telecom regularly recruits customer In addition, Maroc Telecom encourages its employees to
relationship managers for its call centers, as well as engineers pursue long-term degree programs. In 2016, it launched
to extend and upgrade its technical network. an 80% financial aid program for employees who want to
pursue three- and five-year degrees (Bac+3 and Bac+5), as
■■ Training a continuation of the two-year degree (Bac+2) financial aid
program started in 2013.
Maroc Telecom has set up training programs that cover
the entire business using the latest learning techniques: Within its subsidiaries, skills development also takes place
development of business skills, improvement in management through training courses and periods of immersion within
skills, training in new networks and systems, etc. Maroc Telecom. By involving local management, strategic
modernization projects can be implemented, enabling Maroc
Telecom to support and facilitate the rapid growth of its
subsidiaries.

■■ Mobility 3.1.3.3 EMPLOYEE BENEFITS
INTERNAL MOBILITY The labor relations policy was set up for the benefit of
employees and their families. It offers a host of benefits,
Maroc Telecom is a strong advocate of internal mobility, which
subsidies, financial aid and medical-social services:
offers employees a means of professional development and
gives the business the necessary flexibility to cope with ›› subsidies are granted for the acquisition of a means of
changes in the commercial landscape. Mobility is the key to transportation or for a pilgrimage;
career development at Maroc Telecom. Several programs ›› housing loan agreements are in place with several banks
have therefore been put in place to encourage staff mobility to facilitate home ownership. The housing loan rates are
and to help employees familiarize themselves with their new negotiated with the banks and supplemented by Maroc
responsibilities. Telecom;
›› assistance and insurance contracts are set up for medical
INTERNATIONAL MOBILITY
transportation, supplemental health insurance to improve
Maroc Telecom also offers international career opportunities. the coverage of medical costs incurred by employees, as
In all its subsidiaries, Maroc Telecom sends talented employees well as life insurance;
to work on strategic modernization projects. The Group ›› a campaign for flu shots is organized every year;
subscribes to the idea of sharing expertise and best practice. ›› a smoking-cessation support program is available to
employees;
Through job mobility programs, employees can develop new
skills, gain experience and broaden their horizons. ›› vacation centers and residences exist in different cities in
the Kingdom, and subsidized vacation packages offering
■■ Skills assessment
excellent value for money. 3
As part of its commitment to ongoing improvement, Maroc 3.1.3.4 DIALOGUE BETWEEN
Telecom encourages results-based management in the form MANAGEMENT AND LABOR
of an Annual Performance Review. The purpose of the
Annual Performance Review is to set formal targets, discuss
expectations and review the employee’s career prospects. Dialogue between management and labor is important
to Maroc Telecom. It is facilitated by the presence of
representative, organized trade unions.
2 016 w a s m a r ke d b y c o n t i n u e d d i a l o g u e b e t w e e n
management and labor and the election of the members of
the national officers of the Social Work Association of Maroc
Telecom Employees.

3.1.4 MAROC TELECOM’S SUSTAINABLE DEVELOPMENT POLICY
The challenges of sustainable development and social, societal international organizations such as the UN, ILO and OECD,
and environmental challenges lie at the center of the policies and is in line with the guidelines of ISO 26000.
of many countries. The objective is to value human capital
and natural resources in economic development policies and In 2012, Maroc Telecom joined the United Nations Global
reduce inequality and poverty. Compac t, which aims to unite companies around the
principles behind the four key themes of CSR: human rights,
As a major telecommunications operator in Africa, the Group international labor standards, protection of the environment
has integrated the concerns of sustainable development in its and anti-corruption.
growth strategy for several years. This strategy has also been
based on the three principles of economic efficiency, social In November 2016, Maroc Telecom published its fourth
equity and environmental responsibility. progress report on the integration of the Global Compact’s
principles within the Company’s strategy, activities and sphere
The Group has been working for a number of years to of influence. In a declaration signed by the Chairman of the
facilitate access to communications services for the greatest Management Board, it thus renewed its commitment to
number of people and conducts a number of programs for integrating and promoting these principles.
the well-being of the population. It maintains responsiveness-
based relationships of trust with all its stakeholders, whether
employees, customers, shareholders or suppliers.
KEY ACTIONS IN 2016
Maroc Telecom’s sustainable development policy is built

■■ NICTs for all
around three major challenges:
Maroc Telecom strives for maximum network coverage across
›› bridging the digital divide, whether in geographic or
its regions. Long committed to reducing the digital divide, it
social terms, to make information and communication
deploys its telecommunications infrastructure in the remotest
technologies accessible to everyone in every region, no
areas.
matter how remote;
›› contributing to the social and economic development of From 2008 to the end of 2016, Maroc Telecom has covered
the country by encouraging business and job creation, nearly 7,300 no-coverage areas under the PACTE universal
facilitating access to education and knowledge, supporting service program, a major contribution of nearly 80% to
humanitarian initiatives to help those in need, and this program. By the end of 2016, Maroc Telecom had also
continuing to support culture and sports; extended coverage to an additional 20,000 rural areas outside
›› acting as a responsible corporation by upholding ethical the Pacte program.
principles, maintaining transparency in its dealings with
Maroc Telecom holds a license for the deployment of the
customers, suppliers, employees and all stakeholders, and
VSAT network. This license will allow Maroc Telecom to offer
by making every effort to limit the impact of the Company’s
voice and internet services to the population in no-coverage
activities on the environment.
areas, which have not until now been connected to any
Maroc Telecom has chosen to adopt world-renowned telecommunications network. In order promote the use of
sustainable development standards to measure, promote and NITCs by the greatest number, Maroc Telecom also continues
build on its performance. to lower the price of its offers. After significant price cuts in
2014 and 2015, prices were lowered again in 2016 for Mobile,
Maroc Telecom has held the CSR Label from Confédération Fixed-line and internet services. Maroc Telecom’s subsidiaries
Générale des Entreprises du Maroc (CGEM) since 2014. With are also working to improve access in remote areas and
this label, it demonstrates that its commitments are in line with covered more than 3,200 rural areas in Benin, Burkina Faso,
an approach geared to ongoing improvement with regard to Ivory Coast, Gabon, Mali, Mauritania, Niger, Central African
the universal principles of social responsibility and sustainable Republic and Togo in 2016.
development, guided by objectives from the CGEM charter of
corporate social responsibility. ■■ Training young people
The label recognizes corporations’ commitment to CSR and in Maroc Telecom offers constant support to young people, who
the integration of CSR in their strategies and daily operations. are one of the country’s greatest resources. It is increasing
The charter meets Moroccan legal requirements, complies actions to facilitate their access to learning so that they can
with the standards, agreements and recommendations of expand their knowledge.

In 2016, Maroc Telecom again confirmed its commitment, In 2016, Maroc Telecom renewed its support for “Ftour 2.0”,
alongside the public authorities, to the programs to expand a meeting of young Web and new technology designers in an
NICTs in school environments in order to promote integration Ftour to exchange ideas and express themselves.
of these technologies in education and training.
It was also a partner in the Oasis festival, the largest electronic
The leading contributors to the Genie program, Maroc music festival, where young Moroccan talent shares the stage
Telecom was awarded, in the third phase of this program with successful international artists.
launched in 2016, the contract to equip 3,200 schools with
ADSL internet access and filtering solutions to protect the Maroc Telecom encourages sports for everyone and for young
students from sensitive internet content, representing a major talent. In 2016, it supported the young athlete Hassan Baraka
participation of 41% among four operators. During the first in his challenge, the “Moroccan RUN Around the World,”
and second phases of Genie, Maroc Telecom connected nearly which consisted in running seven marathons in seven days on
1,300 schools. the seven continents. This was a cultural expedition as well
as a challenge, since the young adventurer performed several
For the six th edition of the Injaz program initiated in environmental actions to inculcate the values of respect for
June 2016, Maroc Telecom designed innovative offers nature during the trip.
to allow over 22,200 students to benefit from broadband
mobile internet access, along with latest-generation laptops Maroc Telecom has its own sports school, created in 2001.
and tablets at bargain prices. This number is on top of some The school provides soccer classes for children ages 6 to 16.
66,400 students equipped at the end of the first five editions It ages more than 210 students for the 2016-2017 season.
of the program. The children of employees account for more than one third
of the children enrolled. In addition, Maroc Telecom has been
Maroc Tele com also continue d to par ticipate in t he a partner of the Mohammed VI Soccer Academy since 2007.
Nafid@ program: over 233,000 students are equipped with
internet connections at attractive prices.
The Academy provides high level training and contributes to
the preparation of professional players.
3
Thus, Maroc Telecom is contributing 69% and 71% to the Injaz
■■ Supporting jobs and the economy
and Nafid@ programs respectively.
Maroc Telecom is continuing to roll out high-speed broadband.
To date, the Maroc Telecom Association (MT2E), currently
This is an important economic issue for Morocco and a key
known as “MASSANADA”, has helped 720 bright young people
factor in attracting investment throughout the country,
from modest backgrounds to continue their education at
enabling firms to be more competitive and harnessing
universities in Morocco or abroad by offering them five-year
technology to develop new services.
scholarships.
In 2016, Maroc Telecom accelerated the rollout of FTTH or
■■ Protecting young people “Fiber To The Home,” which is now available in all the major
cities of Morocco.
The internet is a formidable development tool for children and
young adults. It facilitates access to knowledge and learning Maroc Telecom also promotes the use of new technologies in
and fosters social interaction and intellectual debate. However, Small and Medium-Sized Enterprises (SMEs) and start-ups by
the internet also poses a risk to young people, mainly due offering them discounts on telecom products. In addition, the
to the inappropriate content of some websites and the investments and business of Maroc have a positive impact on
publication of personal information. job creation: Maroc Telecom is the source of nearly 125,000
indirect jobs in Morocco and 1.12 million in all the countries
Maroc Telecom has taken several initiatives to protect the in which the Group operates: retailers, subcontractors, phone
young public from the risks related to the use of the new centers, etc.
technologies: rigorous selection of contents, parental control
of internet and ADSL TV content, monitoring the Facebook
■■ Embracing humanitarian causes
page of Maroc Telecom for messages that are racist, hateful,
pedophilic, pornographic and which attack human dignity, etc. Because it is important to promote solidarity for inclusive,
fair and sustainable development, Maroc Telecom is engaged
■■ Developing young talent with a number of national foundations and associations that
perform humanitarian actions to benefit those who are sick
Young people are full of ideas and ambitions and contribute or economically disadvantages, including the Mohammed V
to various actions of society. Maroc Telecom supports their Foundation for Solidarity, the Lalla Salma Foundation, the
participation in social and cultural life. It is a partner with a prevention and treatment of cancer, the Heure Joyeuse
number of initiatives that encourage youth to develop, value Association, etc.
and express their talents.

T he Company also suppor t s children’s charities and For years Maroc Telecom has supported Moroccan sport,
organizations, such as the Moroccan Down Syndrome which are emblematic of national values and a means of
Association, the Lalla Asmaa Foundation for Deaf Children, boosting the country’s economy. It has formed long-term
and the National Institute for Children’s Rights. partnerships with the Royal Moroccan Soccer Federation
and the Royal Moroccan Athletics Federation, as their official
■■ Supporting culture and sports sponsor since 2000 and 1999 respectively. Maroc Telecom
also supports other disciplines, such as equestrian sports,
Maroc Telecom promotes art and culture in all their diversity, golf, and tennis.
which are elements vital to individual and collective human
development. ■■ Environmental protection
Every year since 2002, Maroc Telecom has held its summer Maroc Telecom’s environmental policy is based on several
beach festival in the major cities along Morocco’s coast: commitments both to reduce the environmental impact of the
free concerts and villages erected on the beaches that offer Company’s activities and to mobilize, alongside civil society, to
children and adolescents all sorts of events and athletic and meet great environmental challenges.
cultural activities.
In 2016, Maroc Telecom continued efforts to reduce the
With over 200 concerts and events, the 2016 beach festival consumption of electricity and raw materials, for example
attracted more than six million visitors, showcasing many by using renewable energy, switching to energy-saving
national and international artists who represented a broad technology (Single RAN), and encouraging electronic top-ups.
spectrum of musical genres.
After identifying and classifying all the waste resulting from
Every year, Maroc Telecom partners with the largest and its operations, Maroc Telecom is implementing the measures
most famous festivals in the Kingdom, which highlight the necessary to recycle each type of waste in accordance with
Moroccan artistic heritage and welcome the greatest national the regulations in force and good practices in the sector.
and international artists. It has also been a patron of the
Théâtre National Mohammed V de Rabat since 2002 and has Maroc Telecom is involved in the Volunt ar y C ar bon
been instrumental in publishing various books on Moroccan Offsetting Program, run by the Mohammed VI Foundation
history and culture. for Environmental Protection, and is continuing its work for
the Clean Beaches program, set up by the same Foundation.
Maroc Telecom continues to enhance its content offers, with
a priority on art and entertainment. After introducing “ICFLIX” The Maroc Telecom Tower was designed to reduce energy
in 2015, the first 100% legal streaming service in the North consumption and optimize water use:
African region and Middle East, Maroc Telecom in 2016
expanded its video-on-demand offer with a new “Starz Play” ›› low energy consumption, through centralized management
partnership that offers unlimited access to the best Hollywood of blinds, air conditioning, lighting, etc., with a double-
films and the latest cult series. skinned façade, motion detectors and windows that reduce
the need for artificial lighting;
The Maroc Telecom auditorium, with a capacity of 600, was ›› optimal water management due to rainwater harvesting
designed to be modular and flexible so that it could host a for outdoor irrigation, timed faucets with infrared sensors,
wide variety of events, including conferences, concerts, filtering of gray water, etc.
shows and film screenings. By opening it to the public, Maroc
Telecom underscores its commitment to fostering cultural To preserve the beauty of the natural landscape, Maroc
diversity and universal shared access to culture. Since its Telecom uses mobile phone masts that are appropriate to the
inauguration in June 2013, the auditorium has already hosted surrounding environment (for example, masts that resemble
numerous events. a palm or pine tree). It also uses equipment, materials and
other techniques (painting, disguising antenna to look like palm
At the Maroc Telecom Museum, knowledge is transferred to fronds, concealed base transceiver stations) to make its mobile
young people through learning and games. Open to the public sites as unobtrusive as possible.
and with free admission, it arranges regular guided tours for
children, who account for over 70% of its visitors. The aim is
to explain the history of telecommunications.

Finally, the environmental awareness of Maroc Telecom Since 2015, it has included the distributors and “Full Image”
em p l oye e s is in c re as e d t h ro ug h t r aining relate d to retailers within the scope of the audits.
development.
At end-2016, 50 audits had been conducted with 46 partners.
■■ GSM and health: strict adherence with standards
■■ Non-financial reporting
Maroc Telecom keeps close watch over health issues related
to mobile telephony and engages in constructive dialogue Maroc Telecom introduced non-financial repor ting in
with local residents and customers who want to be better 2009. Since then, the Company has compiled non-financial
informed. In addition to tests carried out by the regulator, data each year on the environment, its employees, and
Maroc Telecom conducts its own annual surveys to measure stakeholders. Some of the data are published. In 2016, Maroc
the intensity of electromagnetic waves near relay masts. In Telecom compiled data for more than 180 non-financial
2016, measurements were carried out at almost 480 sites. performance indicators (58 social indicators, 25 environmental
The results showed that all sites met international standards. indicators and more than 100 employee-related indicators).
The non-financial data is audited each year by the internal
auditors. These audits guarantee that reporting is in line
■■ CSR audit of supplier firms
with the relevant procedures and meets the criteria for
Since 2010, “sustainable development” clauses have been completeness and reliability.
included in all supplier agreements. These clauses cover
respect for fundamental human rights and labor rights as well GOALS FOR 2017
as commitments relating to environmental protection and
anti-corruption measures.
3
In 2017, the Corporate Social Responsibility policy will be
Since 2012, Maroc Telecom’s Internal Audit Department has strengthened. The scope of the reporting will be extended
performed annual supplier audits to verify compliance with to new social indicators in the subsidiaries. New projects will
these clauses. continue, including waste management, recycling of mobile
terminals, the integration of mobile antenna in the landscape,
Since 2014, a charter of these same principles has been reduction of energy consumption and the assessment of the
deployed with Maroc Telecom distributors and “Full Image” CSR performance of suppliers.
retailers.
3.1.5 REAL PROPERTY
For it s net work operation and it s ret ail, suppor t and ›› 13% of the sites are being requisitioned from land
administrative functions, Maroc Telecom is located at more conservancies.
than 7,700 sites (buildings, land, etc.) throughout Morocco, Requisition is a claim to a property right. It is issued by
with approximately 85% of the sites leased, while 15% are the land registrar once the application for land registration
owned by Maroc Telecom. These sites are primarily the has been made. It is transformed into a property title after
sites historically owned by the Kingdom of Morocco and completion of the regulatory administrative formalities:
were legally transferred to Maroc Telecom at the time of its publication of the application for land requisition, boundary
incorporation in 1998, in compliance with Law 24-96, via marking, land survey, notification of closed requisition and
a contribution in kind. Maroc Telecom is in the process of registration. This procedure is subject to statutory time
obtaining formal legal title to these sites. limits;
The registration rates for the sites on which Maroc Telecom ›› 3% of the sites still to be regularized break down as follows:
holds property rights are 97% composed of the following: 17 sites are in the process of regularization, 13 are the subject
of a legal dispute, and four are in the final registration stages.
›› 84% of the sites have a deed in the name of Maroc
Telecom; The other sites to which Maroc Telecom has no title (45 sites)
are the targets of an expropriation proceeding.

2016 HIGHLIGHTS A similar process is taking place at Maroc Telecom’s sub-

Saharan subsidiaries. Mauritel, Onatel, Gabon Telecom, and
Sotelma are former state-owned companies in which Maroc
›› A key site with an estimated value of MAD 111 million was
Telecom took a controlling stake when they were privatized.
registered in Maroc Telecom’s name.
›› Another impor tant site with an estimated value of In these four transactions, the property holdings were
MAD 7 million is in the final steps of the registration transferred by the various states to the entities acquired by
process. Maroc Telecom. Maroc Telecom is current in the process of
obtaining legal title to these property assets.
Sites under dispute or subject to expropriation primarily
involve land parcels owned by the government or The same regularization approach was adopted for the new
local authorities, for which legal title follows a specific subsidiaries (Moov) recently acquired by Maroc Telecom.
administrative procedure, and privately owned land where
there is no proof of ownership. The estimated costs of these
procedures (e.g., payment of land-registration fees) and/or the
potential financial risks likely to arise from any dispute over the
legal title of ownership are deemed to be insignificant.
3.1.6 INTELLECTUAL PROPERTY, RESEARCH AND DEVELOPMENT
At December 31, 2016, Maroc Telecom owned some 866 Nomadis, to France, Benelux, Germany, Spain, Portugal, Italy,
trademarks and brand names, five patents, four industrial Algeria, the European Union and the African Intellectual
models, and two industrial designs registered with the Property Organization.
Moroccan Office for Industrial and Commercial Property
(OMPIC). Moreover, when it acquired new subsidiaries in January 2015,
Maroc Telecom also acquired the title to trademarks registered
Itissalat Al-Maghrib, Maroc Telecom, Jawal, El Manzil, Kalimat, with the African Intellectual Property Organization (OAPI) and
Menara, Fidelio, the Maroc Telecom pages jaunes (yellow in select African countries, notably Angola, Rwanda, Burundi
pages), Maghribcom, Mouzdaouij, Solutions Entreprises, Phony and Gambia.
and Mobicash are among the main trademarks and brand
names owned by Maroc Telecom Group. These consist of the Moov trademarks and a few Moov-
derived trademarks.
The trademarks and brand names currently owned by Maroc
Telecom are protected throughout Morocco. For the 285 In addition, Maroc Telecom is committed to taking all necessary
trademarks registered prior to December 18, 2004, when and appropriate measures to protect the trademarks, patents
Law 17-97 concerning the protection of industrial property and industrial models it has developed.
rights took effect, the patent protection period is 20 years,
The rights to use the trademarks and brand names granted to
renewable indefinitely; for the 581 trademarks registered
Maroc Telecom are described in the service agreements signed
after this date, the patent protection period is 10 years, also
with its contractors. Certain contracts for the sale of services
renewable indefinitely.
or products grant retailers the right to use Maroc Telecom’s
Since 2006, in order to protect its industrial and intellectual trademarks for the term of the agreement, in accordance with
property rights abroad, Maroc Telecom has extended the the procedure agreed on by the parties.
protection of 46 of its trademarks, including Mobicash and

3.1.7 INSURANCE
Maroc Telecom’s risks are covered by a centralized policy of place, and therefore extends the scope of coverage to major
coverage by appropriate insurance policies set up in addition losses, which can have substantial financial consequences for
to prevention procedures and business recovery plans in the Maroc Telecom.
event of a loss. Maroc Telecom has a policy of continual review
of its insurance policies through regular bid tenders to benefit The Maroc Telecom Building in Rabat is covered by property
from the best technical and financial terms in the market. damage insurance and a ten-year civil liability warranty,
These insurance programs are set up with the main national providing broad coverage of the potential risks surrounding
and international insurers in order to obtain optimum coverage this large-scale project.
of Maroc Telecom’s risks.
In terms of staff insurance, Maroc Telecom covers its staff
In 2016, Maroc Telecom launched competitive bid tenders to against the risks of work-related accidents and occupational
obtain new contracts for personal and civil liability insurance illness. Employees are covered by supplemental health
and renewed the other policies that are part of the group insurance and by a death and disability policy that pays a
program. The principal insurance programs obtained by Maroc death benefit or a disability benefit in the event of total and
Telecom include policies on damage and operating losses, civil permanent disability.
liability, workplace accidents and occupational illnesses as
Along with these insurance policies, for more than a decade
well as supplemental health insurance that provides coverage
Maroc Telecom has been committed to a major prevention
to supplement the basic plan from the mutual insurance
program to protect its sites against property risks. This
company.
program is conducted in close collaboration with Maroc
For property damage, Maroc Telecom’s principal insurance
policy is comprehensive and covers its business and assets
Telecom’s insurance par tners. The insurer’s technical
department also performs audits regularly to review the
3
against property damage and indirect operating losses. As existing protection and protection measures and generally
part of this program, inspections of the Group’s main sites assess Maroc Telecom’s safety system and the vulnerability
are conducted annually by the insurers before each policy of its key sites in general. After their visits, the auditors
renewal date. These inspections give the insurers a better prepare reports and submit them to Maroc Telecom’s various
assessment of the risks covered and, in addition, give Maroc departments, which then examine recommendations for
Telecom the possibility to improve protection of the sites improving site protection.
and optimize conditions for negotiating the corresponding
Maroc Telecom also transmit s it s insurance and risk
insurance policies.
management experience to its subsidiaries.
For operating and post-delivery civil liability insurance,
Maroc Telecom benefits, under the Group program, from
supplemental coverage in addition to the coverage already in

Business activities
3.2 Business activities
3.2.1 MOROCCO
GLOBAL OPERATING ENVIRONMENT of continual enhancement of the offers (abundance on voice,

diversity of added-value services: Home automation solutions,
TV packages, SVOD, connected things and more).
The slowdown in consumption impacted growth in the
telecommunication market in 2016. According to the
ANRT, the mobile penetration rate reached 122.65% in COMPETITIVE ENVIRONMENT
December 2016, compared with 127.27% at end-2015. AND EXISTING OPERATORS
In contrast, the broadband market (3G and 4G) continued
it s momentum, wit h grow t h of 20.6% at t he end of
At December 31, 2016, a total of 26 telecommunications
September versus end- 2015.
licenses had been awarded in Morocco.
In a still intensely competitive market and a more stringent
The telecommunications market by operator and type of service
regulatory framework, the per-minute rate per minute for
is summarized below:
outgoing mobile calls was MAD 0.23 in 2016 compared with
MAD 0.27 in 2015. However, Maroc Telecom once again Number
confirmed its leadership in all market segments, thanks to a Technology of licenses Operator
policy of competitive offers in mobile, fixed-line and internet, Fixed-line 3 Maroc Telecom
added value in its offer and constantly improving service Medi Telecom
Inwi
quality. In fact, at end-December 2016, Maroc Telecom had a
Mobile (2G) 3 Maroc Telecom
market share of 44.18% in the Mobile segment, compared with Medi Telecom
32.80% for Meditel and 23.02% for Inwi. For internet overall, Inwi
Maroc Telecom had a market share of 53.26%, compared with Mobile (3G) 3 Maroc Telecom
24.73% for Inwi and 22.02% for Meditel. Medi Telecom
Inwi
Special promotions in mobile launched in 2016 resulted in an Mobile (4G) 3 Maroc Telecom
Medi Telecom
adjustment of price increases and targeted marketing campaigns Inwi
were intensified in order to stimulate usages and attract new GMPCS 5 Thuraya Maghreb
customers. (As a result, prices fell by 15% from 2015, while Soremar
outgoing usages rose in 2016 and were up 12% over 2015. Orbcomm Maghreb
Global Star North Africa
European Datacomm
In the Prepaid segment, Maroc Telecom reworked its offers:
VSAT 6 Spacecom
continuation of the Jawal Passes, introduction of new Cimecom
promotions, multiple reloads x10 started at the MAD 50 Gulfsat Maroc Telecom
value, high frequency of the promotions and increase in data Maroc Telecom
Wana Corporate
volumes with the internet pass. Société d’Aménagement et de
Développement Vert (SADV)
In the postpaid offers, Maroc Telecom adjusted its offer to be in 3RP 3 Cires Telecom
regulatory compliance: withdrawal of the flat-rate Liberté plan Moratel
and replacement with two new plans: one data-rich plan and Société d’Aménagement et de
Développement Vert (SADV)
another voice-rich plan. The postpaid line was also expanded
with a voice-data balanced flat-rate plan at MAD 159. Source: ANRT and decrees for VSAT licenses and 3RP granted in 2015.
In mobile Internet, the year 2016 was marked by the Maroc Telecom’s principal competitors are as follows:
generalized spread of 4G thanks to a simplified customer
›› the operator Medi Telecom (“Meditel”), which has held a
procedure (without SIM card change and without additional
mobile license since August 1999, was renamed Orange
fees) and the promotion of the 4G+ technology, the most
Maroc on December 8, 2016; Orange Maroc is held by the
advanced version of fourth generation mobile with speeds
Orange Group (49%), the FinanceCom Group (25.5%) and
up to 225 Mb/s.
the CDG Group (25.5%);
In the Fixed-line segment, Maroc Telecom remains to date the ›› Wana, in which SNI Group holds a 69% stake, with the
principal supplier of ADSL and fiber optic services in Morocco. remaining 31% held by the consortium composed of Al Ajial
It is also the only operator in the Moroccan market to offer Investment Fund Holding and Zain Telecommunications
IPTV content. This leadership position is the result of a policy Group.

Business activities
PRINCIPAL PERFORMANCE INDICATORS FOR THE MOROCCAN

TELECOMMUNICATIONS SECTOR
Change in mobile, fixed-line (incl. restricted mobility), and internet penetration rates in Morocco over the 2003-2016 period
140
120 Mobile
Internet
100 Fixed-line incl. restricted mobility
80
60
40
20
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Source: ANRT
The mobile penetration rate continues to decline for the

second consecutive year (-4.6 pt), reaching 122.65% by the
The Fixed-line penetration rate is currently 6.12%, down as a
result of the decrease in the customer base (limited mobility
3
end of 2016, mainly due to the introduction of the new prepaid accounted for by the ANRT in the fixed-line base).
customer identification process. Nevertheless on a high level.
This evolution is attributable to: (i) investments made to expand The Internet market continues its strong growth, driven
coverage; (ii) enhanced offers; (iii) lower prices. by mobile internet and the ADSL Double Play offer; its
penetration rate rose from 0.4% in 2004 to 50% at end-2016.
CUSTOMER BASE TRENDS
■■ Mobile telephony segment
Change in the mobile customer base in Morocco for the 2003-2016 period (in millions of customers)
44
42 43
37 39 42
32
25
23
20
16
12
9
7
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Source: ANRT
The mobile telephony market is dominated by prepaid customers, who represent 91% of the total customer base. At end-2016,
the total mobile customer base comprised 41.5 million customers.

Business activities
■■ Fixed-line telephony segment (including restricted mobility)
Fixed-line customer base in Morocco over the 2003-2016 period (in millions of customers)
3.7
3.5 3.6 3.3 2.9
3.0 2.5
2.2
2.4 2.1
1.3 1.3 1.3

1.2
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Source: ANRT
Until 2010, the Fixed-line market enjoyed steady growth from of the success of ADSL plans, particularly Double Play, the
the introduction of restricted-mobility offers. Since 2010, number of fixed wirelines increased in 2016 for the seventh
the Fixed-line market has been in steady decline owing to consecutive year.
deep price cuts in the Mobile segment. However, as a result
■■ Internet segment
Internet customer base in Morocco over the 2003-2016 period (in thousands of customers)
18,000 17,058
16,000 ADSL* 14,472

Mobile Internet
14,000
Total Internet
12,000
9,968
10,000
15,817
8,000
13,337
5,776
6,000 8,984
9,957
4,000 3,182 4,939
1,868 3,274
2,000 1,187 2,591
262 400 526 757
61 113 707 1,367 1,132 1,241
483 489 480 501 591 683 837 985
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Source: ANRT
* Including narrowband and leased lines.
Growth in the Internet market has gathered pace since 2008, the fixed-line and Internet market. At end-December, 2016,
mainly because of the introduction of 3G/4G internet offers the internet customer base totaled 17.06 million customers,
that expand internet access at increasingly lower prices, as including 15.8 million approximately 93% of the total customer
well as the launch in 2012 of ADSL Double Play plans to revive base with mobile internet.

Business activities
3.2.1.1 MOBILE TELEPHONY PREPAID MOBILE SEGMENT
Maroc Telecom is continuing to promote call and data bundles

■■ Market and competitive environment with its Jawal Passes.
In a saturated market characterized by intense competition, To attract new customers, Maroc Telecom has positioned the
falling prices and a tougher regulatory environment, mobile Jawal card at MAD 30, which includes 30 minutes of call time,
telephony in Morocco features generous call plans, repeat and 30 MB of data, 30 texts, a 200 MB MT Talk pass and MAD 30
aggressive promotional offers, and more targeted marketing of initial credit.
efforts to build customer loyalty, increase usage and win new
customers. Market share in the mobile prepaid telephony market over
the past three years
To boost growth in this segment, call plans are often combined
with data, whose usage is growing rapidly thanks to the Market share 2014 2015 2016
accessibility of smartphones and the introduction of mobile Maroc Telecom 40.29% 41.40% 43.20%
broadband.
Meditel 30.95% 32.22% 33.29%
INWI 28.76% 26.38% 23.51%
Years in which mobile technologies were launched
on the market by the three operators Source: ANRT.
Maroc Telecom Meditel INWI POSTPAID MOBILE SEGMENT

GSM 2G 1994 2000 2010
Maroc Telecom has made adjustments to its postpaid mobile
WAP
GPRS
2000
2002
2004
2004 2010
- plan for Residential customers to comply with the regulations.
For example:
3
MMS 2003 2004 2010
›› it no longer sells the national unlimited mobile plan priced
Roaming MMS and GPRS 2004 2006 2010
at MAD 199;
3G 2008 2008 2008
›› in June 2016, it replaced its plan featuring 8 hours of call
4G 2015 2015 2015
time + 1 GB of data + 1 favorite number + 500 texts +
MTV channels with a plan featuring 6 hours of call time +
Mobile market share over the past three years
2 GB of data for MAD 99, before launching a plan offering
8 hours of call time + 1 GB of data + MTV channels in
Market share 2014 2015 2016
September 2016.
Maroc Telecom 41.32% 42.48% 44.18%
Meditel 30.81% 31.89% 32.80% Market share in the mobile postpaid telephony market over
the past three years
INWI 27.87% 25.63% 23.02%
Source: ANRT. Market share 2014 2015 2016

Despite the challenging competitive environment, Maroc Maroc Telecom 59.92% 58.82% 56.93%
Telecom has remained the market leader in the Mobile Meditel 28.34% 26.87% 26.44%
segment. At end-2016, Maroc Telecom had a market share
INWI 11.74% 14.31% 16.63%
of 44.18%, compared with 32.80% for Meditel and 23.02%
for Inwi. Source: ANRT.

Business activities
Maroc Telecom is continuing to focus on customer loyalty by Entry-level plans for the Corporate and Business segment
offering a full range of low-cost plans combining free data and have been adjusted:
voice services, as well as an unlimited plan offering customers
everything they need at highly competitive rates. ›› the 8-hour plan for MAD 99 has been simplified: it is now
8 hours of call time + 1 GB of data + intragroup; and
2016 also saw the launch of new plans: ›› the 6-hour plan for MAD 156 has been discontinued.
›› entry-level enhanced data plan with 10 GB + 2 hours of call In the 3G/4G Internet segment, Maroc Telecom continued
time + MTV channels for MAD 99; its proactive customer acquisition and retention policy with
›› new balanced call and mobile data plan with 11 hours of call higher data allowances, especially for prepaid plans, and by
time to national and international destinations and 11 GB promoting the performance of the 4G+ network, which offers
of mobile internet for just MAD 159. the fastest data speed on the market at 225 Mbps.
■■ Performance
PRINCIPAL MOBILE PERFORMANCE INDICATORS
2014* 2015 2016

Gross revenues – mobile (in MAD million) 15,214 14,276 14,115
Number of mobile clients (in thousand) 18,230 18,298 18,375
o/w postpaid 1,496 1,649 1,729
Blended ARPU (in MAD per customer per month) 66 62.5 61.1
* 2014 data were restated following a change in the valuation method of bundled prepaid offers, which is now based on actual usage rather than data allowance.
Following sharp price drops, Mobile segment revenues POSTPAID MOBILE SEGMENT
in Morocco fell by a moderate 1.1% from 2015 levels to
MAD 14,115 million, due to the economic conditions and a The Postpaid Mobile customer base rose 4.9% in 2016 to
challenging competitive environment. 1.729 million customers. Despite the drop in the number
of new customers compared to 2015, enhanced rate plans
Maroc Telecom’s total customer base rose by 0.4% to more proved especially popular with customers migrating from
than 18 million customers, driven mainly by strong momentum prepaid mobile to postpaid subscriptions. This migration is
in the postpaid customer base, which recorded growth of the result of an active policy designed to retain customers
4.9%. Blended ARPU for 2016 was MAD 61.1, down 2.2%. The and increase ARPU.
impact of sharp price drops and the reduction in international
incoming traffic were not sufficiently offset by the increase in ■■ Mobile offers and services
call volumes and growth in data services.
PREPAID PLANS
PREPAID MOBILE SEGMENT
Maroc Telecom markets its prepaid plans under the Jawal
Prepaid plans have become more popular thanks to the brand. Prepaid plans are aimed primarily at the consumer
accessibility of data with SIM card packs and pass credits and market, which demands affordable SIM-only offers with
promotions launched by Maroc Telecom on top-ups and calls frequent promotions on top-ups and calls. Maroc Telecom’s
to boost consumption and customer loyalty. prepaid plans are sold in the form of packages (handset and
SIM card) and SIM card packs (SIM only) with a single price for
Maroc Telecom’s active prepaid mobile customer base was
calls to all national operators.
unchanged in 2016 (-0.02% vs. 2015) at more than 16 million
customers. ›› Jawal rates
In an effort to simplify billing, Maroc Telecom charges a
flat rate of MAD 0.07 (incl. tax) per second for calls to all
domestic operators, irrespective of the time of the call.
Texts are billed at MAD 0.96 (incl. tax) per text message.
International call and text rates vary depending on the
country and international pricing zone.

Business activities
Customers can choose from a wide range of passes: MOBILE INTERNET
*1 for texts only, *2 for voice and data, *3 for data only, Access to 3G+/4G+ internet is possible from a compatible
*4 for international calls (plus other passes for value- mobile handset, smartphone, tablet or computer with mobile
added services), *5 for social media access and *6 for internet USB stick. In areas not covered by the 3G+/4G+
online video streaming with YouTube. network, Maroc Telecom’s GPRS network provides seamless
mobile internet access.
Pay-as-you-go plans continually offer bonuses (depending on
the top-up amount and the promotional period): The postpaid offer is available in two versions (voice+data or
data only). These plans are available in several formats with a
x10 top-up starting from MAD 50 and x7 top-up starting capped allowance depending on usage requirements, starting
from MAD 5 during promotional periods; from 10 GB for MAD 99 incl. tax/month.
permanent x4 top-up for all top-ups starting from
MAD 5. To improve the browsing experience for all mobile internet
users, Maroc Telecom offers a standard download speed of
225 Mbps for 4G+, for all prepaid and postpaid internet plans.
POSTPAID RATE PLANS
To continue browsing once the plan’s download allowance has
Postpaid rate plans are available to Retail, Business and
been reached, customers (data+voice) can buy internet top-
Corporate customers.
ups (5 GB for MAD 50 or 2 GB for MAD 25). These can be
›› Entry-level plans: comprehensive, affordable plans for calls held concurrently and any remaining credit can be rolled over
to domestic and international destinations, including texts to the following month.
and data, from MAD 99.
3
The prepaid mobile internet plan provides an internet
›› Mid-range and premium plans: range of plans starting from connection via modem or telephone on a pay-as-you-go basis
11 hours, valid for domestic and international calls, capped with no monthly bill. Maroc Telecom extended the Data pass
or uncapped, plus a generous data allowance. These plans in 2016, which now ranges from 200 MB for MAD 5 to 20 GB
are also eligible for the Fidelio plan, with access to a wide for MAD 200.
selection of competitively priced handsets.
Unlimited Domestic and International Mobile: unlimited The prepaid mobile internet customer base now totals
domestic and zone 1 calls, unlimited domestic texts, around 6.410 million customers, with data only replaced by
12 GB of data and a bonus of MAD 125 for MAD 399. data+voice. The prepaid data only customer base declined by
105,000 in 2016.
Any Unlimited Mobile: unlimited calls to domestic and
zone 1 international destinations and unlimited texts
to domestic numbers, as well as unlimited internet +
MAD 150 for international calls, for MAD 649 incl. tax.

Business activities
The principal Mobile rate plans are as follows:
Segment Product Key features

Prepaid plans Jawal (by the second) ›› Plans available as prepaid pack and SIM card pack
›› Voice + text: ›› Wide range of top-ups (from MAD 5 to MAD 1,200)
Domestic calls: MAD 0.07 incl. tax/second ›› Top-up x4 at any time, depending on the top-up value
Texts: MAD 0.96 (incl. tax) ›› Promotional offers:
International calls: Multiple top-ups: x7 credit for top-ups of MAD 5
Zone 1: MAD 0.07 incl. tax/second to MAD 30 and x10 credit for top-ups of MAD 50
Zone 2: MAD 0.9 incl. tax/second or more
Zone 3: MAD 0.17 incl. tax/second Permanent Jawal Pass plans:
Zone 4: MAD 0.42 incl. tax/second MAD 5 = MAD 5 + 20 min + 20 MB
›› Internet: MAD 10 = MAD 10 + 45 min + 30 MB
3G/4G+ Jawal Internet Pass: MAD 20 = 90 minutes + 100 MB
MAD 5 = 200 MB - 1 day MAD 25 = 120 minutes
MAD 10 = 1 GB - 3 days MAD 30 = 150 minutes
MAD 20 = 2 GB - 7 days MAD 50 = 180 minutes + 1 GB
MAD 25 = 2.5 GB - 7 days MAD 100 = 120 minutes + 5 GB
MAD 30 = 3 GB - 10 days Jawal Passes are valid from 7 to 30 days
MAD 50 = 5 GB - 1 month ›› MAD credit valid for three months
MAD 100 = 10 GB - 1 month ›› Complimentary additional services: call waiting,
MAD 200 = 20 GB - 2 months call holding, international roaming
›› 4G+ internet speed of up to 225 Mbps
Individual Standard subscription ›› Pay-as-you-go: per second after the first minute
postpaid SIM card activation charges: MAD 120 (incl. tax) ›› International roaming for Voice, SMS and Data
Subscription fee: MAD 150 (incl. tax)
To Maroc Telecom fixed-line and mobile numbers:
MAD 1.80 (incl. tax)
To other Moroccan fixed-line networks: MAD 1.80 (incl. tax)
To other mobiles: MAD 2.40 (incl. tax)
To fixed-line numbers with restricted mobility: MAD 2.10 (incl. tax)
Single rate for off-peak calls: MAD 1.2 (incl. tax)
Capped and uncapped unlimited plans
›› Unlimited Domestic and International Mobile:
unlimited calls to domestic and zone 1 international
destinations and unlimited texts to domestic numbers
+ MAD 125 for international zones 2 and 3 + 12 GB
for MAD 399 (incl. tax)
›› Any Unlimited Mobile: unlimited calls to domestic and
zone 1 international destinations and unlimited texts to
domestic numbers, as well as unlimited internet + MAD 150
for international calls for MAD 649 (incl. tax)
Individual plan ›› Per-second billing
Range of non-capped plans from MAD 180 (incl. tax)/month ›› Free access to mobile internet with 4G+ speeds
›› International rates: of up to 225 Mbps
Zone 1: included in the plan ›› Optional extras: unlimited toll numbers
zones 2, 3 and 4 are billed outside the plan at individual ›› Mobile internet options and passes from MAD 99
country rates and Passes from MAD 25
Capped plan ›› Per-second billing
Range of capped plans from MAD 159 ›› Free access to mobile internet with speeds
Rates = rate for Individual plans plus MAD 23 incl. tax (capping of up to 225 Mbps
option) ›› Optional extra: unlimited toll numbers
›› International rates: ›› Mobile internet options and passes from MAD 99
Zone 1: included in the plan, otherwise the rate is and Passes from MAD 25
MAD 4.2 incl. tax/min ›› Double and triple top-ups outside the plan after
Zones 2, 3 and 4 are billed outside the plan at individual top-ups
country rates
Liberté 8H plan ›› Per-second billing
Entry-level plan for MAD 99 incl. tax/month. Choice of two ›› Free access to mobile internet with speeds
plans: of up to 225 Mbps
8 hours of calls + 1 GB of data + 4 MTV channels ›› Paying options: unlimited paying numbers
or ›› Mobile internet options and passes from MAD 99
10 GB + 2 hours + 4 MTV channels and Passes from MAD 25
›› Double and triple top-ups outside the allowance
›› Pass available from MAD 5

Business activities

Business Business Class plans ›› Per-second billing
Range of non-capped plans from 4H to 165H, starting ›› Free access to 3G/4G internet with speeds
at MAD 97 incl. tax/month of up to 225 Mbps
›› International rates: ›› Intragroup free voice options
Zone 1: included in the plan, otherwise the rate ›› Paying options: intragroup text, 3 to 9 unlimited
is MAD 4.2 incl. tax/min domestic numbers for up to 60 hours per month,
Zones 2, 3 and 4 are billed outside the plan at individual 3G/4G internet pass after using up the free data
country rates allowance.
Business Control plans ›› Per-second billing
Range of capped plans from 4H to 165H, starting at MAD 120 ›› Free access to 3G/4G internet with speeds
incl. tax/month of up to 225 Mbps
›› International rates: ›› Intragroup free voice options
Zone 1: included in the plan, otherwise the rate ›› Paying options: intragroup text, 3 to 9 unlimited
is MAD 4.2 incl. tax/min domestic numbers for up to 60 hours per month,
Zones 2, 3 and 4: included in the plan, otherwise calls 3G/4G+ internet pass after using up the free data
are billed outside the plan at individual country rates. allowance.
›› Domestic voice pass: 90 minutes for MAD 20 incl. tax.
›› International pass to Europe and the Arab world
8H Pro Plan ›› Intragroup Free option
8 hours of calls + 1 GB of free data for MAD 99 incl. tax ›› Domestic voice pass: 90 minutes for MAD 20 incl. tax
›› International pass to Europe and the Arab world,
3G/4G+ data pass after using up the free data
allowance
Capped and uncapped unlimited plans ›› International pass to Europe and the Arab world 3
›› Unlimited Domestic and International Mobile: unlimited calls ›› 3G/4G+ data pass after using up the free data
to domestic and zone 1 international destinations and unlimited allowance for the MAD 399 version
texts to domestic numbers + MAD 125 for international zone 2,
3 and 4 + 12 GB for MAD 399 incl. tax
›› Any Unlimited Mobile: unlimited calls to domestic and
zone 1 international destinations and unlimited texts to
domestic numbers, as well as unlimited internet + MAD 150
for international calls zone 2, 3 and 4 for MAD 649 incl. tax
Mobile 3G/4G+ internet subscription ›› Data+voice no contract: Service attached
internet 3G/4G+ internet plan with 10 GB: MAD 99 incl. tax/month to a voice line (same USIM card) or Internet Only
3G/4G+ internet plan with 20 GB: MAD 199 incl. tax/month option (additional USIM card)
3G/4G+ internet plan with 35 GB: MAD 350 incl. tax/month ›› Data only plan with contract: mobile internet
3G/4G+ internet plan with 45 GB: MAD 450 incl. tax/month subscription rate plan
›› Internet speeds of 14.4 Mbps with 3G
and up to 225 Mbps with 4G+
Prepaid mobile internet ›› No contract, no billing offer
MAD 5 = 200 MB - 1 day ›› Service offered via a data only prepaid card
MAD 10 = 1 GB - 3 days ›› Internet speeds of 14.4 Mbps with 3G
MAD 20 = 2 GB - 7 days and up to 225 Mbps with 4G+
MAD 25 = 2.5 GB - 7 days
MAD 30 = 3 GB - 10 days
MAD 50 = 5 GB - 1 month
MAD 100 = 10 GB - 1 month
MAD 200 = 20 GB - 2 months

Business activities

Corporate Intragroup rate plans ›› Capped rate plans offering unlimited intragroup
Voice plans Monthly subscription: calls to the Company’s fixed-line and mobile numbers
›› Intragroup Only plan: MAD 72/month ›› Mobile internet included with speeds
›› Intragroup + 4H rate plan: MAD 120/month of up to 225 Mbps
Rates for compatible options: ›› Unlimited free number (starting from intragroup 4H
›› - Intragroup texts: MAD 18/month rate plan)
›› Per-second billing from the first second
›› Unused credit carried over to the next month
›› Option to use Jawal top-ups with permanent free
offers after cap has been reached for calls outside
the Company
›› Option to subscribe to the permanent voice and text
pass for MAD 20 (incl. tax) for 90 minutes of call time
valid for 7 days
›› International pass to Europe, North America
and Arab world
Optimis rate plans ›› Plans ranging from 30 hours to 165 hours, valid 24/7
Monthly subscription: from MAD 180 per month to all domestic and international destinations in zone 1
(30-hour rate plan) to MAD 1,050 per month ›› Mobile internet included with speeds of 225 Mbps
(165-hour rate plan) ›› Per-second billing from the first second
Rates for compatible options: ›› International pass to Europe, North America
›› Cap (Optimis capped rate plan): MAD 23/month and Arab world
›› Unlimited intragroup voice: MAD 0
›› Option of one unlimited domestic number: MAD 47
›› Option of unlimited domestic numbers: MAD 143
›› Intragroup text option: MAD 18
8H Corporate Plan ›› 8 hours of calls
Monthly subscription: MAD 99 ›› Free intragroup
›› Compatible options: ›› Cap included
Unlimited number option: MAD 47 ›› Per-second billing
Intragroup text option: MAD 18 ›› MAD 20 Pass: 90 minutes of call time
›› International pass to Europe, North America
and Arab world
Mobile unlimited ›› Unlimited domestic and zone 1 for MAD 399:
Two unlimited plans from MAD 399 per month, unlimited calls and texts to domestic and zone 1
offering unlimited calls and texts to all domestic operators, numbers + MAD 125 for zones 2, 3 and 4 + 12 GB
international calls and internet of data
›› Unlimited mobile for MAD 649: unlimited calls
and texts to domestic and zone 1 numbers +
MAD 150 for zones 2, 3 and 4 + unlimited data
VALUE-ADDED SERVICES Smart Home
The catalog of value-added services was expanded significantly in Maroc Telecom has positioned itself as a pioneer in home
2016, offering our customers brand-new and exclusive services: automation with Africa’s first “Smart Home” service. This
comprises a full equipment pack (central box, Wi-Fi IP
Smart devices camera, wireless door sensor and motion sensor) to improve
security at home, in one’s business or at work, conduct remote
Smart Kids surveillance and receive email or text alerts if someone tries
to break in.
This is the first range of smart devices targeting child safety
in Morocco. Smart Kids combines a GPS tag with a dedicated The system is very easy to set up. For example, it can be
mobile voice and data plan, enabling parents to keep an eye programmed to capture images if one of the door or motion
on their children at all times. sensors is activated. These images can then be viewed directly
online.
With a Mobile Android or iOS app downloaded to the
smartphone, parents can locate their child and view the Additional equipment options can also be purchased (e.g.
location history, or receive notifications if the child enters or smart electrical sockets, receivers for shutters, curtains or
leaves predefined areas (unlimited number of areas). garage doors, smoke detectors, etc.) to take full advantage of
the system and benefit from other features, such as intelligent
The child can also make emergency calls to a single preset and automated lighting, heating and power management.
number by simply pressing the SOS button on the tag.

Business activities
beIN Connect as the development of smartphone equipment. In 2016,

Maroc Telecom offered Jawal packs with smartphones from
Maroc Telecom has teamed up with leading sports channel MAD 449 (incl. tax).
beIN to offer its mobile customers the streaming solution
“beIN Connect.”
Postpaid packs
By downloading an app to their mobile devices, Maroc
The postpaid-customer acquisition policy is based on the
Telecom customers can watch major sporting events such
attractiveness of the call plan, the variety of associated
as the Champions League, UEFA Europa League, La Liga and
products and services, and the range of handsets on offer.
Formula 1 live. BeIN TV programs can be streamed in HD on
Cobranded offers create momentum for handset launches
several connected devices: smartphones, tablets, PC, game
and upgrades, often simultaneous with their international
consoles and smart TV.
campaigns, by offering customers new products with state-of-
BeIN Connect is available in two versions: the-art design and cutting-edge technologies. Maroc Telecom
offers a diverse range of packs. In 2016, Maroc Telecom
›› “Sports” package, with access to sports channels 1HD to continued to increase the uptake of smartphones (including
10HD, in Arabic; 4G) by selling competitively priced handsets.
›› “Full” package, with access to the multilingual sports
channels 1HD to 17 HD, as well as four new movie and INTERNATIONAL ACTIVITIES
children’s channels (beIN MOVIES 1HD to 4HD, beJUNIOR,
JeemTV and Baraem). International roaming
VOD services: ICFLIX & STARZPLAY Maroc Telecom signed its first arm’s-length roaming agreement
Maroc Telecom exclusively offers its customers two unlimited

with SFR in February 1995. In 2016, Maroc Telecom had
signed a total of 651 roaming agreements with partner
3
Video-on-Demand (VoD) services for connected devices: operators based in 224 countries and/or destinations.
›› ICFLIX: Launched in 2015, ICFLIX is Morocco’s first official Morocco is distinguished by an extraordinary geographical and
streaming service. It gives customers unlimited access to cultural diversity that makes it a leading tourist destination.
an extensive catalog of Hollywood content, Bollywood The country’s tourism industry generates a massive influx
content, children’s programs and major Moroccan film of tourists, which provides a significant source of potential
productions. The platform offers access to a diverse catalog roaming revenues. In order to capture the largest possible
of HD video content (over 40,000 hours), including movies, share of this traffic, Maroc Telecom has developed a customer-
TV series, animations, documentaries and cartoons. It can acquisition policy through partnerships and preferential
be accessed on five connected devices simultaneously agreements with foreign operators. To ensure continual
(smartphone, tablet, PC and smart TV); growth in roaming revenues and to reinforce its competitive
›› Starz Play: The new unlimited VoD service, Starz Play offers advantage, Maroc Telecom has maintained its discount
diverse content for adults and children, notably featuring agreements with all partners and has signed new agreements.
major U.S. productions. Content can be streamed to two
Maroc Telecom is also continuing to lower prices in order to
devices simultaneously (smartphone, smart TV, tablet,
improve the roaming service for its own customers.
computer or games console).
In April 2016, Maroc Telecom scrapped call set-up charges
Maroc Telecom offers a free trial period on ICFLIX (one month)
in all outbound roaming zones and reduced its data roaming
and Starz Play (three days). At the end of this period, the
charges.
services cost MAD 50 a month and MAD 15 a week and can
be canceled at any time. In addition, ICFLIX offers a four-day In August 2016, Maroc Telecom simplified the outbound
plan for MAD 9. roaming rate structure for outgoing calls and introduced
a single rate regardless of destination (excluding satellite
HANDSET PLANS destinations).
Outbound roaming zoning was also modified. The main

Jawal prepaid packs
changes essentially concerned the United Arab Emirates and
A wide variet y of Jawal prepaid packs are available at Canada, which were moved from zone 2 to zone 1.
different prices. Maroc Telecom strives to offer customers
the latest handsets and cutting-edge functionalities, as well

Business activities
Maroc Telecom has lowered its data charges for the Nomadis 3.2.1.2 FIXED-LINE TELEPHONY
service. This service was introduced in 2010 and allows
Maroc Telecom Group prepaid and postpaid customers to
pay reduced rates when they are roaming on another Maroc ■■ Market and competitive environment
Telecom Group network.
Maroc Telecom is Morocco’s leading provider of fixed-line
Roaming customers once again received free calls on all Saudi telephony, internet and data transmission services, and the
networks in 2016. The promotional period ran from June 1, only provider of ADSL/fiber optic TV. These markets were
2016 to September 30, 2016, i.e., including during 2016 fully liberalized in 2005.
Umrah and Hajj.
The main fixed-line telecommunications services provided by
Data roaming (GPRS and MMS) has also been available Maroc Telecom are:
since late 2003. At end-2016, Maroc Telecom had signed
agreements with 463 operators in 188 countries and/or ›› telephony services;
destinations for GPRS/MMS roaming, including outbound ›› interconnection services with domestic and international
GPRS roaming in 187 countries/destinations. In addition, operators;
Maroc Telecom has agreements for prepaid roaming with ›› data transmission services provided to businesses, internet
334 operators in 183 countries and/or destinations (including service providers and other telecommunications operators;
180 countries and/or destinations for outbound roaming).
›› high-speed and very-high-speed broadband with the
Maroc Telecom also offers international text messaging in
associated value-added services;
more than 213 countries and/or destinations across five
continents, and short numbers (333 for voicemail and 777 ›› IPTV offer, Triple Play offer and SVoD.
for customer service.
Competitors launched their own fixed telephony and/or
Since early 2008, Maroc Telecom has offered inbound and internet plans after the ANRT published its decision in 2015
outbound 3G roaming services. In 2016, Maroc Telecom setting the technical and pricing terms of the unbundling offer.
signed agreements with 427 operators in 185 countries and/or
In April 2016, the ANRT issued new guidelines for the pricing
destinations for 3G roaming, including outbound 3G roaming
of plans offered by telecoms operators.
in 183 countries and/or destinations.
Since July 2015, Maroc Telecom has offered the LTE/4G FIXED-LINE RESIDENTIAL TELEPHONY MARKET
service for inbound and outbound roaming in association
with its principal partners. In 2016, Maroc Telecom signed Maroc Telecom offers a wide range of innovative plans tailored
agreements with 87 operators in 58 countries and/or to the different needs of its customers:
destinations, including outbound roaming in 57 countries and/
›› phony, which allows customers to make unlimited calls to
or destinations.
Maroc Telecom fixed-line numbers, as well as up to 8 hours
per month of free calls to domestic mobile numbers;
CUSTOMER LOYALTY
›› the MT DUO plan is designed for customers on a budget
Customer loyalty is one of Maroc Telecom’s strategic strengths who want ADSL internet access;
which has helped it prepare for the advent of competition. ›› the Phony Duo package is designed for customers who
want internet access and domestic calls. It combines ADSL
Fidelio was the first points-based loyalty program introduced broadband with unlimited calls to Maroc Telecom fixed-line
in Morocco. It allows Maroc Telecom’s postpaid customers numbers and free calls to national mobiles;
to accumulate points based on usage (customers earn one
›› the MT BOX plan, the first Triple Play offering on the
Fidelio point for every MAD 10 (excl. tax) billed) and to receive
Moroccan market, includes unlimited fixed-line telephony,
benefits in the form of free or discounted handsets or free call
free calls to mobile numbers, ADSL or fiber optic broadband
time, texts and data passes. The Fidelio 24-month plan allows
and various TV packages;
customers to renew their contracts and change their handsets
for even less. ›› Maroc Telecom T V offers Maroc Telecom customers
exclusi ve acce ss to more t han 10 0 dome s t ic and
STIMULATING USAGE international digital TV channels and radio stations;
Maroc Telecom’s main objectives are to increase traffic and

stimulate customer usage. Within the limits of regulatory
approvals, Maroc Telecom is enriching it s of fers and
implementing regular promotions that encourage growth of
traffic and reduce the churn rate.

Business activities
›› multiscreen SVoD provides access to an unlimited ›› ForfaiFix Business includes a wide range of packages
catalog of movies and series from most major US studios including phone line subscription and 30 to 165 hours of
(Paramount, Sony, Disney, ABC Studios, etc.). call time to national and major international destinations;
Fixed-line (including restricted mobility) Residential market To tailor the plan to the specific needs of each business, other
share trend over the past three years options are available:
›› Intragroup Fixed-line: free unlimited calls to all company

landlines;
Maroc Telecom 52.33% 66.50% 77.06%
›› Intragroup Mobile: free unlimited calls to all Maroc Telecom
INWI 47.67% 33.50% 22.94% mobile numbers within the Company;
Source: ANRT. ›› Privilège Mobile: preferential rates to all domestic mobiles;
At the end of December 2016, Maroc Telecom had a market ›› Privilège International: preferential rates to all international
share of 77.06% for the Residential segment. destinations;
›› MultiFix Fixed-line and Mobile: Fixed-line and Mobile rate
PUBLIC TELEPHONY MARKET plans shared among several intragroup lines.
To cope with the slowdown in this activity, a wide range of For its Business customers, Maroc Telecom offers the
2 hour to 60 hour packages is offered to telestore customers. following:
Telestore operators with Maroc Telecom Indoor Public Phones ›› Phony Pro offers unlimited calls to all Maroc Telecom fixed-
(PIC) in their telestores receive 25% compensation. line numbers and 10 hours of free calls to domestic mobile
With the Phone Card product, Maroc Telecom of fers

numbers and major international destinations;
›› For faiFix Pro is a wide range of packages including
3
aggressive rates for national and international calls. A MAD 20
subscription to the telephone line and hours of calls to
Pass includes one hour of call time to national and major
national and major international destinations;
international destinations (area 1).
›› MT Box Pro is a Triple Play offer which includes unlimited
Market share trend in the Public Telephony market over calls to Maroc Telecom landlines and up to 10 hours of
the past three years free calls to domestic mobiles, internet access, several TV
packages and value-added services specially designed for
Market share 2014 2015 2016 this type of customer.
Maroc Telecom 73.31% 76.61% 65.20%

Market share trend in the fixed-line Corporate telephony
Meditel 26.69% 23.39% 34.80% market over the past three years
Source: ANRT.
At end-December 2016, the total number of public telephones
Maroc Telecom 88.83% 87.43% 86.04%
(across all operators and all t ypes of technolog y) was
estimated at 11,747. At end-December 2016, Maroc Telecom’s Meditel 8.11% 9.68% 10.83%
public telephony market share was 65.20%, versus 34.80% for INWI 3.06% 2.89% 3.13%
Orange Maroc (source: ANRT).
Source: ANRT.
At end-December 2016, there were 476,471 Corporate and

CORPORATE AND BUSINESS FIXED-LINE
Business lines in Morocco.
TELEPHONY MARKET
Maroc Telecom’s share of this market was 86.04%, versus
For its Corporate customers, Maroc Telecom offers a wide
10.83% for Orange Maroc and 3.13% for Inwi.
range of plans tailored to the needs of this market:
›› InfiniFix includes free unlimited calls to all of the Company’s SPECIFIC SOLUTIONS
domestic fixed-line numbers and Maroc Telecom mobiles
intragroup. In addition, customers get 10 hours of free calls Maroc Telecom offers its Corporate customers tailored plans
to domestic mobiles and major international destinations; based on the latest technology that address the specific needs
of each customer.

Business activities
Indeed, in 2016, Maroc Telecom has accompanied several Key CHANGE IN CONSUMER HABITS
Accounts customers for the installation of specific solutions
and to meet the needs in terms of turnkey solution meeting Despite the fall in rates, outgoing usage declined by 5%, with
customer requirements. Fixed-line services affected by mobile plans from competitors.
The impact of mobile competition was keenly felt in the

INTERNET Telestores segment, where traffic was down by 39% from
2015.
The Internet market continued to expand in 2016 with the
growth of ADSL (mainly Double Play) and 3G+ mobile internet. Since 2012, various rate reduc tions and changes for
international and mobile destinations, including the widespread
Maroc Telecom has continued to roll out its fiber network in
application of a rate of MAD 0.5 (incl. tax) per minute to major
many urban areas, offering speeds of up to 100 Mbps.
destinations and the enhancement of fixed-line unlimited
At end-December 2016, Maroc Telecom held a very strong plans, have helped to curb the decline in Fixed-line usage.
position in the ADSL market, with market share of 99.98%
(source: ANRT). ■■ “Residential” and “Business” plans
■■ Performance FIXED-LINE OFFERS AND SERVICES
As the leading fixed-line operator, Maroc Telecom has always

PRINCIPAL PERFORMANCE INDICATORS FOR FIXED-LINE
been renowned for the wide range of plans and services it
AND INTERNET
offers its Retail customers. The Fixed-line offers include:
2014 2015 2016 ›› abundance deals: through the brand “Phony” having a great
Gross revenues (in MAD million) 8,041 8,728 8,829 success, and allowing free and unlimited calls to all Maroc
Residential 1,048 1,153 1,222 Telecom fixed numbers and free passes to national mobile;
Public telephony* 34 24 8 ›› innovative offerings such as Double Play and Triple Play
Business and Corporate 402 407 410 combining Voice, internet and multimedia content.
Number of fixed-line Maroc Telecom has also slashed its domestic and international
customers** (in thousand) 1,483 1,583 1,640
call charges in a bid to expand the market and encourage
Broadband access*** traffic from fixed-lines.
(in thousand) 984 1,136 1,241
* Aggregate of phone lines used by Maroc Telecom telestores and public phone booths. Connection charges and line rental
** The customer base includes all fixed-line subscriptions, irrespective of the technology
used (PSTN or ISDN). It does not include Maroc Telecom’s proprietary customer base.
*** Including narrowband and leased lines. The connection charge for a fixed-line is MAD 120 incl. tax.
In 2016, fixed-line and internet operations in Morocco Residential and Business customers are on 12-month
generated revenues of MAD 8,829 million, an increase of contracts, while Corporate customers are on 12-month and
1.2%. This change was due largely to the rise in incoming 24-month contracts.
international calls (direct and transit mode), growth of internet
(especially ADSL) sales, and increased revenues from fixed-line Call charges
voice subscriptions.
Domestic calls
At end-2016, the Fixed-line customer base in Morocco had
grown by 3.66% year on year, to 1,640 thousand lines. Strong Maroc Telecom’s current flat rate of MAD 0.5 (incl. tax) per
growth in the ADSL customer base (9.2%, to 1,239 thousand minute is the lowest on the Moroccan telecoms market.
subscribers) was underpinned by growth in MT DUO and
Phony DUO (Double Play).
Growth in the Fixed-line customer base (3.66% year on year)

was obtained as a result of sales and marketing efforts carried
out since 2011. The development of the MT DUO and Phony
DUO bundled plans helped to expand the customer base.

Business activities
International calls
Rates for calls Rates for calls

Zones to fixed-lines to mobile lines
Zone 1 France, Belgium, Netherlands, United Kingdom, MAD 0.5 (incl. tax)/min
Portugal, Sweden, Finland, Canada and United States
Zone 1+ Spain, Italy, Germany, Greece, Norway, Austria, MAD 0.5 (incl. tax)/min MAD 2.5 (incl. tax)/min
Denmark, Ireland, Iceland, Luxembourg, Gibraltar,
Switzerland, Andorra
Zone 2 Eastern Europe, Middle East, Africa, America, MAD 4.2 (incl. tax)/min
Asia & Oceania, North Africa
Zone 3 MAD 8 (incl. tax)/min
Zone 4 MAD 20 (incl. tax)/min
INTERNET OFFERS For customers located in areas not covered by ADSL, Maroc
Telecom sells internet services through CDMA technology.
Maroc Telecom has a determined policy to allow the Moroccan
population access to ADSL internet and provides solutions Maroc Telecom was the first operator to launch fiber
both for access and for use. This policy is reflected in broadband with rates of up to 100 Mbps, offering customers
particular by frequent promotions (discount on the packs and unparalleled connection speeds and convenience. Two plans
free month’s subscription, higher speeds, higher speeds for the are available under this offer: internet only or Triple Play.
price of lower speeds, etc.).
FIXED PACKAGES AND INTERNET OFFERS AND OTHER RATE OPTIONS

3
The following table lists the main fixed-rate plans for Residential and Business customers:

Fixed-line Phony ›› Line rental
Residential Phony Standard: 2 plans ›› Free unlimited calls to all Maroc Telecom
›› Unlimited fixed-line + 5 hours of calls fixed-line numbers
to mobile numbers at MAD 174 (incl. tax) ›› Free call time to all domestic mobiles 24/7
›› Unlimited Fixed-line + 8 hours of calls ›› Capped with or without monthly credit
to mobile numbers at MAD 229 (incl. tax) and eligible for top-ups
Phony Capped: 2 plans
›› Unlimited fixed-line + 5 hours to mobile numbers
at MAD 186 (incl. tax) or MAD 528 (incl. tax)
(with MAD 465 credit)
›› Unlimited fixed-line + 8 hours to mobile numbers
at MAD 241 (incl. tax) or MAD 583 (incl. tax)
(with MAD 465 credit)
Standard subscription ›› Line rental
MAD 120 (incl. tax) ›› Domestic and international calls billed individually
Master Pack ›› Mainly designed for Moroccans living abroad,
MAD 1,527 (incl. tax) billed annually
›› Annual credited call time capped at MAD 732
›› Once credited call time is used up, the account
may be topped up with top-ups
Phony international ›› option for unlimited to major international destinations
MAD 149 (incl. tax) ›› Valid 24/7 and capped at 30 hours/month
›› First month free
Pass El Manzil ›› Option offered with capped rates and 1 hour
MAD 20 (incl. tax) of free calls to major international destinations

Business activities

Fixed-line Phony Pro ›› Monthly subscription
Business Unlimited fixed-line calls + 10 hours ›› Free unlimited calls to all Maroc Telecom fixed-line
of calls to mobile numbers and major international numbers
destinations for MAD 288 (incl. tax) ›› 10 hours to all domestic mobiles and major international
destinations 24 hours a day
›› Calls to other destinations are charged at the standard rate
ForfaiFix ›› Choice of seven plans from 30 hours to 165 hours
Fixed plans including telephone subscription and call time ›› including line rental
to fixed-line, mobile and international numbers ›› Optional rate cap, with the option to top up
ForfaiFix starts from MAD 180 (incl. tax). ›› Flat rate for all fixed-line, mobile, and major international
destinations
›› unlimited option to Maroc Telecom fixed-lines
Internet Menara ADSL and ADSL PRO plans ›› High-speed unlimited connection
for Residential ›› 4 Mbps: MAD 99 (incl. tax) ›› Shared usage via Wi-Fi
and Business ›› 8 Mbps: MAD 149 (incl. tax) ›› Capped billing
customers ›› 12 Mbps: MAD 199 (incl. tax) ›› Free services over access:
›› 20 Mbps: MAD 499 (incl. tax) Residential
›› 5 secure electronic mailboxes
›› A personal web space
›› Account Management Interface
Business
›› 10 Secure and personalized e-mail boxes
›› A national domain name
›› A static web space for website of 60 MB
›› Account Management Interface
Fiber broadband and Fiber broadband PRO ›› Broadband unlimited connection
›› 50 Mbps: MAD 600 (incl. tax) ›› Capped billing
›› 100 Mbps: MAD 1,000 (incl. tax) ›› Same free services as the ADSL/ADSL PRO plans
Menara CDMA plan ›› Technology used in areas where ADSL is unavailable
›› 153 Kbps: MAD 99 (incl. tax) ›› Unlimited connection
›› 1 Mbps: MAD 199 (incl. tax)
ADSL TV plan: Three TV packages ›› Offer intended for ADSL/Fiber internet customers:
›› Accès pack: MAD 48 (incl. tax) ›› Access to TV service requires a router (supports video)
›› Prestige pack: MAD 150 (incl. tax) and a TV decoder (STB)
›› Evasion pack: MAD 239 (incl. tax)
Multi Play offer Double Play offer: 2 plans Two services included (one capped fixed-line
›› MT DUO for MAD 199 (incl. tax) and one ADSL or CDMA internet access)
›› Phony DUO for MAD 249 (incl. tax) ›› one capped fixed-line that can be topped up
›› one 4 Mbps ADSL (or 153.6 Kbps CDMA
in areas where ADSL is unavailable)
›› unlimited internet connection 24/7
›› one contract, one bill
›› Phony DUO includes unlimited calls to Maroc Telecom
fixed-lines and three hours of free calls a month
to domestic mobiles
Triple Play offer MT Box/MT Box Pro*: 5 plans 2 telephone lines: 1 analog and 1 VoIP
›› MT Box for MAD 299 with 4 GBps ADSL ›› Unlimited calls to Maroc Telecom fixed-lines
›› MT Box for MAD 349 with 8 GBps ADSL with 5 hours of free calls to national mobile numbers
›› MT Box for MAD 389 with 12 GBps ADSL (10 hours for MT Box Fiber Optic 100 Mbps)
›› MT Box for MAD 800 with 50 GBps fiber optic ›› Unlimited ADSL or fiber broadband
›› MT Box for MAD 1,200 with 100 GBps fiber optic ›› TV package (Accès for ADSL, Prestige for 50 Mbps
fiber and Evasion for 100 Mbps fiber)
›› One contract, one bill

Business activities

Telestore Telestore rate plans ›› Subscription charges included
›› 2 hours: MAD 120 (incl. tax) ›› Per-second billing
›› 5 hours: MAD 240 (incl. tax) ›› No prepayment of first full month
›› 10 hours: MAD 400 (incl. tax) ›› Unused credited call time rolled over
›› 20 hours: MAD 750 (incl. tax) for up to one month
›› 30 hours: MAD 1,000 (incl. tax) ›› Free unlimited calls to Maroc Telecom f
›› 60 hours: MAD 1,800 (incl. tax) ixed-line numbers included
›› Calls to other domestic fixed-line and mobile numbers
included
›› Includes calls to zone 1 fixed-line numbers and zone 2
fixed-line and mobile numbers
Phone Cards Range of five Phone Cards available ›› Call-time doubled from pay phones and Maroc Telecom
MAD 5, 10, 20, 50, and 100 fixed-line numbers
›› Competitive rates for international calls
›› Permanent bonus offered free of charge:
MAD 5 for MAD 50 Phone Card
MAD 20 for MAD 100 Phone Card
MAD 20 Telecarte Pass ›› Option that offers one hour call
to the national & International Zone 1
* MAD50 supplement for MT Box Pro offer.
SERVICES FOR RESIDENTIAL AND BUSINESS CUSTOMERS LOYALTY PROGRAM FOR RESIDENTIAL
AND BUSINESS CUSTOMERS 3
Maroc Telecom offers its Residential and Business customers
various services: Maroc Telecom has developed a points-based loyalty program
for its customers. All Fixed-line customers (excluding capped
›› Convenience services: voicemail, itemized billing in Arabic rate) are automatically enrolled in the fixed-line loyalty
or French, caller ID display, call-waiting notification, call program. They can earn points based on the amount of
transfer, three-way calling, an option for subscribers with their monthly bill. Points can then be exchanged for a range
capped rate to monitor their accounts and to top up their of gifts at Maroc Telecom stores.
accounts remotely;
›› Value-added services: Maroc Telecom offers add-on A quarterly rewards brochure is published on the website
services for its broadband plans, including home automation www.iam.ma and is available from all retail outlets.
solutions, smart devices, parental control, IP addresses,
Gifts include handsets, phone cards, fixed-line top-up cards,
national and international domain names, etc.
internet and CDMA modems and TV equipment.

Business activities
■■ Corporate offers
TELEPHONY OFFERS
To meet the fixed-line telephony needs of Corporate customers, Maroc Telecom proposes a wide range of offers and rate plans
using the Public Switched Telephone Network (PSTN) or the Marnis digital network.
The following table summarizes the main plans:

Corporate Voice ForfaiFix ›› Range of multi-destination plans, including line rental
plans Fixed-line plans including subscription and and credited call time to fixed-line, mobile and certain
communication hours to the fixed-line, mobile and international destinations.
international. ›› Optional rate cap to Maroc Telecom fixed-line numbers
Rates vary from MAD 180 (incl. tax) for 30 hours to ›› Thirty-second incremental billing after the first whole
MAD 1,050 (incl. tax) for 165 hours minute
Rates for compatible options: ›› Offer valid for PSTN lines only.
›› Cap: MAD 23 (excl. tax) per month
›› Intragroup unlimited fixed-line and mobile: MAD 59 (incl.
tax)
›› Unlimited calls to Maroc Telecom fixed-line numbers for
MAD 200 (incl. tax) per month
InfiniFix ›› Free unlimited calls to the company’s Maroc Telecom
Option for PSTN-analog or ISDN-digital line that allows mobile numbers and domestic fixed-line numbers
free unlimited calls to the company’s Maroc Telecom ›› From 10 hours of free call time to domestic mobiles
mobile numbers and domestic fixed-line numbers, from and major international destinations
MAD 240 (incl. tax) per month for a PSTN line ›› Cap option and wide range of credited call time
›› Free line rental subject to a minimum monthly call
volume
MultiFix Fixe/MultiFix Mobile ›› Wide range of rate plans (fixed-line to fixed-line
›› MultiFix Fixed-line plans: Ten plans offering 15 to and/or fixed-line to mobile) for multiple intragroup lines.
600 hours of call time to Maroc Telecom fixed-line ›› Excluding line rental
numbers ›› Unused credit carried over to the following month
›› MultiFix Mobile plans: 12 plans offering 5 to 600 hours ›› MultiFix plans are not capped
of call time to all domestic mobile numbers ›› Excluding line rental
›› Per-minute price reduction of up to 21% for calls to
fixed-lines and 27% for calls to mobiles
Privilège rates
Privilège Mobile (in MAD 120 incl. tax): preferential price structure for calls to domestic mobiles (72% discount)
Privilège International (in MAD 48 incl. tax): preferential price structure for international calls
Intragroup Fixed-line and Mobile option
Free unlimited calls to all intragroup numbers
Monthly subscription: MAD 59 (incl. tax)
›› Marnis: Maroc Telecom has an Integrated Services Digital ›› C us to m er-s er v ice n um b er : Maro c Tel e co m has a
Network (ISDN) that allows businesses to connect several range of customer-service numbers, toll-free numbers
telephones to a single access point. Companies then have (08000xxxxx), reduced-rate numbers (08010xxxxx) and
a direct number for each employee and a large number of direct numbers (08020xxxxx), accessible throughout
value-added services, such as videoconferencing, remote Morocco at a flat rate, making it easier for customers to
monitoring and payment services. reach a business and for businesses to offer personalized
customer service.
›› PABX bundle: Maroc Telecom also offers a PABX bundle,
a turnkey solution comprising switchboard installation,
maintenance, and upgrading, in accordance with the
customer’s requirements.

Business activities
CALL CHARGES
■■ Domestic calls (in MAD , incl. tax)
Intragroup Intragroup Privilège

Standard InfiniFix ForfaiFix Fixed-line Mobile Mobile
Fixed-line Intra
0
Fixed-line MT
0.46/min 0 0.46/min 0.46/min
Fixed-line Meditel and Wana without
0.46/min
restricted mobility
Maroc Telecom Intra mobile 0.02* 0
0
Maroc Telecom mobile
Mobile Meditel and Wana 1.80 1.80 0.50
1.80
Other operators’ fixed-lines, including 1.80
restricted mobility
* Price per minute excluding line rental for ForfaiFix 30 hours.
Billing: thirty-second incremental billing after the first whole minute, unless stated otherwise.
■■ International calls (in MAD , incl. tax)
3
Standard Rates with the Privilège
rates International option
Zones To fixed-lines To mobiles To fixed-lines To mobiles
France, Belgium, Netherlands, United Kingdom,
0.50
Zone 1 Portugal, Sweden, Finland, Canada and United States* 0.50 2.50 0.40
Other destinations 2.00
Zone 2 4.20 3.60
Zone 3 8 6.90
Zone 4 20 17.4
* For Canada and the United States, only the Fixed-line rate applies.
FIXED-LINE INTERCONNECTION AND TRANSIT lines remain popular among large organizations owing to their
performance, reliability (guaranteed symmetrical high-speeds)
International transit traffic via Maroc Telecom increased by and end-to-end security.
3.98% in 2016. This reflects the steady growth in this activity
since 2010, when Maroc Telecom introduced a call-exchange
INTERNET RATES
policy based on its solid partnerships with Maroc Telecom
Group operators and European operators.
■■ ADSL speeds
Effective since 2010, Maroc Telecom’s termination rate has
The following table shows the current internet access rates (in
contributed to the rise in incoming international call traffic to
MAD per month, incl. Tax):
fixed-lines.
ADSL Rates in MAD (incl. Tax)
BUSINESS INTERNET SERVICES 4 Mbps 99
Maroc Telecom’s range of internet services for business 8 Mbps 149

customers was launched to enable companies to optimize 12 Mbps 199
their communication with co-workers, customers, partners, 20 Mbps 499
and suppliers by means of flexible, upgradeable access. For
businesses, Maroc Telecom provides broadband via ADSL, ■■ Fiber optic
fiber optic or leased internet lines (with speeds of up to
155 Mbps). ADSL and fiber broadband for business customers Fiber optic Rates in MAD (incl. Tax)
are currently enjoying high demand, given their affordability 50 Mbps 600
and the add-on services they offer (e.g., secure email access, 100 Mbps 1,000
domain name, optional fixed IP address, etc.). Internet leased

Business activities
DATA SERVICES
The following table shows changes in the customer base for data transmission services (excluding Maroc Telecom’s internal
customer base) during the period in question:
2014 2015 2016

Domestic leased lines* 3,053 2,741 2,631
International leased lines* 88 78 67
Frame relay 129 128 71
VPN IP 13,899 14,931 15,614
* Excluding lines leased to operators.
■■ Data plans
Segment Produit Caractéristiques principales

National data LL+ End-to-end leased line with dedicated, secure access and guaranteed, symmetrical bandwidth
of up to 34 Mbps
VPN IP ›› Data access linked to Maroc Telecom’s IP VPN for businesses
›› Several types of access are available: LL, ADSL, FO, 3G, ISDN
›› Several classes of service
›› Backup option for principal line
CITY-CENTER LAN TO For point-to-point or point-to-multipoint interconnection among city-center sites
LAN (the maximum distance between two sites is 15 km)
LONG-DISTANCE LAN For point-to-point and multipoint-to-multipoint interconnection between different cities
TO LAN (regardless of the distance between sites).
International International LL End-to-end leased line with dedicated, secure access and guaranteed, symmetrical
data bandwidth between a domestic and international site
International VPN OSS VPN provides end-to-end connection (between the customer’s site in Morocco
and the customer’s site in France), via Maroc Telecom and Neuf Cegetel networks
International Interconnection between customer sites in Morocco and France with the flexibility
ETHERNET of point-to-point or point-to-multipoint Ethernet technology, at speeds from 2 Mbps
to 100 Mbps
Business Internet LL End-to-end leased line with dedicated, secure internet access and guaranteed,
internet rate symmetrical bandwidth of up to 155 Mbps
plans ADSL Pro/fiber optic Range of unlimited broadband internet plans (24/7), from 4 Mbps to 20 Mbps for ADSL
and 50 Mbps and 100 Mbps for fiber, offering single-user, multi-user and wireless connection
through a wide choice of customized equipment (modem, router, Wi-Fi router) plus a range
of free access-related services
Maroc Telecom offers its customers a comprehensive range depending on the data plan. Discounts based on volume and
of data plans: VPN IP, Ethernet, leased lines and international contract length apply to monthly subscription charges.
plans for interconnection of customer sites, with speeds of up
to 1 GBps and a choice of point-to-multipoint or any-to-any In addition, Maroc Telecom adapts its offers and rate plans to
architecture. the specific needs of each client.
To encourage customers to upgrade to faster data and ■■ Value-added services

internet access, Maroc Telecom waives the upgrade fees for
all customers who have been with Maroc Telecom for more T he c at alog of value -adde d ser v ice s was ex pande d
than 12 months. significantly in 2016, offering our Corporate customers brand-
new and exclusive services, such as:
Moreover, Maroc Telecom supports its access solutions
by relief and burden sharing deals to ensure continuity of
MT Cloud
customer activity in case of failure.
Maroc Telecom has positioned itself as a pioneer in cloud
DATA TRANSMISSION CHARGES services for Corporate customers with “MT Cloud,” the first
cloud infrastructure service (IaaS) fully hosted in Morocco.
The pricing structure for data transmission consists of a With its new ser vice, Maroc Telecom offers Moroccan
one-off connection fee plus monthly subscription charges, companies an efficient, secure and affordable solution.

Business activities
Customers can boost their competitiveness by launching IT right products. This is essential for building customer loyalty.
solutions and sharing them online with no initial investment. In addition to this service, customers can activate certain
With a monthly contract that can be canceled at any time, services themselves via interactive voice servers or on the
Maroc Telecom offers companies enormous flexibility when it website (expansion of self-care).
comes to their IT resources, which they can scale up or down
as required. Billing
Google Apps for Work (recently renamed “G-Suite”) Since 2010, Retail customers have been able to receive a
single bill for their fixed-line and internet usage. This has now
Google Apps for Work is an integrated suite of messaging, been extended to Business and Corporate customers. In 2016,
storage and collaboration tools which businesses can access nearly 500,000 customers received a single, combined bill.
on the Google Cloud Platform in SaaS mode, and which Maroc
Telecom now offers its Corporate and Business customers with E-billing was introduced in 2012 and has been particularly
support and additional services located in Morocco. In return popular among Corporate customers. This allows customers
for a single monthly user subscription, companies have access to view their bills online, download documents and monitor
to all the software tools they need to communicate (personal consumption using tables and graphs.
Gmail, shared calendar, instant messaging and professional
The e-billing service is designed to phase out paper bills, in line
social network), store their files and data and share them
with Maroc Telecom’s environmental objectives.
easily and quickly (with Google Drive), and collaborate
(desktop publishing tools for documents, spreadsheets and
presentations, and document editing and sharing tools). Payment
Maroc Telecom offers its customers a wide range of payment

CUSTOMER SERVICES options: by direct debit, in-store, on the Maroc Telecom 3
website, through a network of authorized partners, at an ATM,
In addition to diversifying the services it offers its customers,
or using the Mobicash service (payment from the customer’s
Maroc Telecom uses resources, tools and processes enabling
mobile phone). New interactive payment terminals were
it to anticipate and respond to queries, information or support
introduced in 2016 as a fast and convenient way for customers
requests and complaints from customers.
to pay bills.
Call centers Maroc Telecom is continuing to develop and promote

alternative payment channels by introducing new payment
For consumers, call centers specialized by product segment options aimed at providing a simpler and more convenient
(Fixed-line, Mobile, and Internet) are on hand to answer experience for customers.
queries and provide support. Corporate customers have their
own call center with a dedicated telephone number. Maroc Telecom encourages customers to pay their bills online
using the mobile apps of its partner banks. These apps are
The call centers provide information on Maroc Telecom’s set to become the most widely used payment and top-up
products and services and on activating or switching service methods.
plans, advice on using products and services, after-sales
support and customer complaint processing. Customer
Information
complaints are referred to specialized call centers through
various channels (call centers, retail branches, etc.). The 24-hour telephone information line has been enhanced
by new value-added services, such as the ability to receive
Spe cial at tention is given to Cus tomer Relationship
information by SMS and automatic connection.
Management (CRM) systems, which are constantly being
refined to improve customer service (e.g., maximizing real-time
request processing) and ensure that customers are offered the

Business activities
3.2.1.3 SEASONALITY reporting. The ANRT grants authorizations and prepares

related licenses and contract specifications. It ensures that
operators comply with the terms of their licenses.
In Morocco, the fortnight preceding the Eid al-Adha festival
and the summer months (periods when Moroccans living The ANRT sets the technical and administrative specifications
abroad return home) traditionally see a spike in mobile for the approval of handsets and wireless equipment, and the
usage and pay-as-you-go activation. The month of Ramadan technical rules applicable to telecommunications networks and
represents a seasonal trough for the Fixed-line and Mobile services generally. The ANRT manages and monitors the radio
segments, with a fall in the number of fixed-line and mobile frequency spectrum and allocates radio frequencies.
contracts activated during this period.
As part of its duty to monitor regulatory compliance, the ANRT
The Moroccan general election and the Marrakech Climate has extensive investigative rights and disciplinary powers. If
Change Conference (COP 22) generated a large number of operators fail to provide the information required, or fail to
provisional ISDN access requests in September and October. do so on time, Law 55-01 authorizes the ANRT’s Director
General to impose fines of MAD 20,000 to MAD 100,000,
3.2.1.4 REGULATORY ENVIRONMENT depending on the missing information.
AND POSSIBLE DEPENDENCIES The ANRT is also involved in legal action taken against
telecommunications operators that fail to comply with current
With the adoption of Law 24-96, the Prime Minister (the Head regulations. Any operator that does not comply with current
of Government, in accordance with the new constitution of regulations may be sanctioned as follows: first, by a written
2011) established a public agency and separate legal entity warning from the ANRT Director General; second, by a fine of
that is financially independent and subject to the government’s up to 1% of revenues (excluding tax and net of interconnection
financial supervision and control: Autorité Nationale de charges), as declared the previous year. In such a case, the
Réglementation des Télécommunications (ANRT ), the Director General of the ANRT refers the matter to the
Moroccan national telecommunications regulatory agency. prosecutor of the Rabat Court of First Instance, brings legal
action, and may seek damages in criminal proceedings; the
■■ ANRT governing bodies fine is doubled if the operator is a repeat offender. Third, the
operator’s license may be totally or partially suspended for
The Board of Directors comprises a Chairman, seven up to 30 days, the license may be temporarily suspended or
government representatives at ministerial level, and five its validity reduced for up to one year, or the license may be
individuals appointed by decree for a term of five years. The permanently revoked.
Board of Directors is chaired by the Prime Minister and sets
the ANRT’s general policies and annual agenda. A license suspension is pronounced by the appropriate
government authority, while revocation is by decree. Both
A Management Committee assists the Board of Directors actions are carried out at the request of the ANRT’s Director
and is responsible, among other things, for resolving General.
interconnection disputes. The ANRT’s Director General has
executive authority. Challenges to the ANRT’s rulings alleging It is als o t h e A NRT ’s du t y to re s ol ve disp u te s over
misuse of power are referred to the Rabat Administrative interconnection and infrastructure sharing. Law 55-01 extends
Court. the ANRT’s authority over such disputes to compliance with
the competition rules set forth in Law 6-99 on freedom of
pricing and competition (agreements, abuse of dominant
■■ Roles and responsibilities of the ANRT
position and monopolies).
As regulatory authority for the telecommunications sector,
Following the adoption of Law 104-12 on the freedom
the role of the ANRT is traditionally to define the legal and
of pricing and competition, a Decree dated May 31, 2016
regulatory framework (draft laws, decrees and ministerial
amending and supplementing the Decree of July 13, 2005 on
de cisions concer ning tele communic at ions , cont r ac t
the ANRT’s procedures for legal disputes, antitrust practices
specifications for operators, etc.) for the telecommunications
and monopolies, gave the ANRT new super visor y and
sector, to monitor and ensure compliance with the antitrust
disciplinary powers for antitrust practices and monopolies
laws applying to telecommunications operators, and to resolve
in the telecommunications sector, with fines of up to 10% of
disputes.
revenue, or double that for repeat offenses.
The ANRT prepares the procedures for the award of licenses
by competitive bids, processes applications for licenses,
and treats preliminary declarations for activities subject to

Business activities
■■ Legal and regulatory framework A second General Policy Document covered the period from
of the telecommunications industry in Morocco February 25, 2010 to January 1, 2013.
This section contains a summary of the legal and regulatory A General Policy Document for 2014-2018 was adopted by
framework for the telecommunications industry in Morocco. the Management Board of the ANRT on March 18, 2015 and
It is not intended to be exhaustive. notified to IAM on April 15, 2015. They revolve around the
following:
OVERVIEW
›› to enable the sector to achieve revenues of MAD 34 billion
Since the adoption of Law 24-96 of August 7, 1997, abolishing for a customer base of 2 million fixed wireline subscribers, a
Office National des Postes et Télécommunications (Morocco’s mobile customer base more than 50 million, and an internet
national post and telecommunications agency, ONPT), customer base of more than 22 million;
Morocco has had a modern regulatory framework establishing ›› reinforcement of implementation of regulatory controls;
the conditions for liberalization of the telecommunications ›› promoting competition by complementing services of
sector. a “harmonious and coordinated development policy
infrastructure”:
The dissolution of the ONPT led to the creation of three
separate legal entities: Itissalat Al-Maghrib (Maroc Telecom), a infrastructure sharing: encouraging the deployment of
privately held corporation (société anonyme); Barid Al Maghrib new infrastructure and open sharing. Reflection on the
(the postal service, hereinafter “BAM”), a public agency creation of a tower company for the sharing of radio sites
organized as a financially independent legal entity, which and joint venture Inter operators for the deployment of
in November 2011 became a corporation (société anonyme) fiber,
3
wholly owned by the government; Agence Nationale de u n b u n d l i n g : e n h a n c e m e n t a n d m o n i t o r i n g i t s
Regulations des Télécommunications (ANRT), also a public, implementation,
financially independent legal entity whose primary mission is por tabilit y: strengthening and establishment of a
to regulate the telecom sector. centralized database that can be managed by an external
service provider,
At the regulatory level, liberalization has proceeded with the
adoption of a series of implementing decrees concerning the QoS: implementation of operational action plans with
operation of the ANRT, interconnection, the general terms obligations of means and results,
of operation for public telecommunications networks, the call terminations: steady trends,
provision of value-added services and the provision of leased retail prices: update of the guidelines on pricing controls
lines. to ensure proper recovery of data.
In November 2004, Law 24-96, as amended by Law 55-01,

finalized the liberalization process begun in 1997 and clarified UNIVERSAL SERVICE
the existing statutory framework. In 2005, the decrees on The ANRT has launched two universal service consultations
interconnection and the general terms of operation of the fo r t h e im p l em ent at io n of t h e Nat io n al B ro a db a n d
public telecommunications networks were amended and Development Plan (PNHD). The first concerns mobile
supplemented by Decree 2-05-770 and Decree 2-05-771 broadband coverage of 10,651 locations; the second, the
respectively, both dated July 13, 2005. Decree 2-05-772, rollout of fiber (backbone and backhaul). Maroc Telecom
dated July 13, 2005, was also adopted. This decree governs participated in both consultations, which are still ongoing.
the ANRT’s procedures for legal disputes, antitrust practices
and monopolies. It was recently amended by the Decree of
AMENDMENT OF THE STATUTORY AND REGULATORY
May 31, 2016, which strengthens the ANRT’s powers on
FRAMEWORK
antitrust practices and monopolies. Lastly, various policy
documents have been published for the sector. When draf ting the General Polic y Document for the
development of the telecommunications sector by 2013,
The liberalization of Morocco’s telecoms sector was based
the ANRT consulted operators of public telecommunications
on a General Policy Document covering the period 2004-
net works (ERPT ) on a series of proposed regulator y
2008. This resulted in two fixed-line licenses, three 3G (UMTS)
amendments.
mobile licenses and a third 2G mobile license being awarded.
Liberalization also led to the introduction of key regulatory
tools, such as the introduction and gradual elimination of
asymmetrical mobile termination rates, local loop unbundling,
number portability and carrier preselection.

Business activities
Draft Law 121-12, amending and supplementing Law 24-96, the terms of license renewal, the license holder must comply
was adopted by the Government Council on January 3, 2014 with the entire regulatory framework as described above.
and by the Council of Ministers on January 20, 2014. The
Draft Law contains the following provisions: LICENSES AWARDED TO MAROC TELECOM
›› general requirement to make available and share all Under Law 24-96, the telecommunications networks and
operator-deployed infrastructures (infrastructure, copper, services previously operated by the ONPT (i.e., mainly fixed-
fiber optics, pylons, etc.); line and mobile telecommunications networks and services,
›› requirement to set up an infrastructure database and and the right to use the radio frequencies allocated or assigned
publish standard terms of use; to the ONPT) were transferred to Maroc Telecom.
›› extension of domestic roaming beyond universal-service
As the incumbent operator, Maroc Telecom is subject to
areas (rural areas and major roads designated by the ANRT);
contract specifications ratified by Decree 2-97-1028 of
›› regulation of wholesale rates for infrastructure access/ February 25, 1998, as amended by Decree 2-00-1333 of
sharing and domestic roaming (cost-based); October 9, 2000 and Decree 2-05-1455 of April 21, 2006,
›› extension of universal service to include broadband and which define the conditions for the operation of all networks
very-high-speed broadband; and services initially operated by the ONPT.
›› abolishment of fee exemption for public right-of-way;
These contract specifications state the conditions under which
›› increased powers for the ANRT, particularly regarding Maroc Telecom is to establish and operate, for an unlimited
control of anti-competitive prac tices, oversight of duration:
commercial contracts and application of sanctions;
›› tougher sanctions (up to 2% of revenues, 5% for repeat ›› local and nationwide fixed landline telecommunications
violations); services (including data transmission services, leased lines
and the integrated services digital network (ISDN));
›› appointment of an infringement committee chaired by the
Director General of the ANRT. ›› telegraph service;
›› telex service;
This project is currently on standby.
›› maritime radio communications services;
›› GSM-standard mobile telephony services;
■■ Rules governing the establishment and operation
of telecommunication networks and services ›› international telecommunications services.
in Morocco It should be noted that telex and telegraph services have
Law 24-96, as amended and supplemented, introduces been discontinued. Maroc Telecom has requested permission
separate rules depending on the type of telecommunications from the ANRT to cease provision of maritime radio
networks and services provided. communications services, which can no longer be maintained.
Termination procedures are under way, and Maroc Telecom
is being indemnified in compliance with current regulations.
NETWORKS AND SERVICES SUBJECT TO LICENSING
With regard to other telecommunications networks or
Operators seeking to establish public telecommunications services, Maroc Telecom, like other operators, is subject
networks using public rights-of-way or radio-frequency to the provisions of Law 24-96 and holds, as do Medi
spectra are required to obtain a license (granted by decree). Telecom and Wana, a license to deploy and operate public
A license may only be granted following an invitation to tender telecommunications networks using third-generation (3G)
conducted by the ANRT. Licenses are granted by decree of the technology. Maroc Telecom was granted this license by
Prime Minister. They are unique to the license holder and may Decree 2-06-498 of December 29, 2006.
only be transferred to third parties by decree. On A pril 10, 2015, Maroc Telecom was awarded by
In addition to contract specifications, which lay out the Decree 2-15‑277 a 4G license that was assigned for a period
conditions for network deployment and service provision, of 20 years, renewable for periods of 10- then by 5-year periods.
areas of coverage and completion timetables, allocated radio Lastly, on November 5, 2015, Maroc Telecom was awarded a
frequencies and numbering blocks, financial counterparties 10-year VSAT license.
and related payment terms, and the duration of the license and

Business activities
Among other things, this imposed an obligation to launch services was set by Decree 2-97-1024 of February 25, 1998,
a commercial service within 12 months. supplemented by Order 618-08 of March 13, 2008, and
included the administration of the “.ma” domain name. The
License Effective date Term list of value-added services comprises electronic messaging,
Fixed-line + 2G October 09, 2000 undefined voicemail, audiotext, electronic data exchange, enhanced fax,
online information, data access, including data processing and
3G license January 18, 2007 25 years
searches, file transfer, protocol conversion and encryption,
4G license April 11, 2015 20 years
the provision of internet access and the marketing of “.ma”
VSAT license November 05, 2015 10 years domain names.
Universal service December 31, 2007 10 years
EQUIPMENT AND SYSTEMS SUBJECT TO APPROVAL
OTHER LICENSES AWARDED
All equipment to be connected to a public telecommunications
›› GSM (2G) mobile telephony: granting of a license to Medi network and all radio systems is subject to the ANRT’s prior
Telecom in August 1999, for a renewable term of 15 years, approval.
extended to 25 years in 2005; granting of a license to Wana
in February 2009 (commercial launch in February 2010). UNRESTRICTED NETWORKS AND FACILITIES
›› Fixed-line next-generation telephony: in 2005, two licenses
were awarded for next-generation fixed-line telephony: Corporate networks and radio systems consisting solely
of low-capacity or short-range devices may be established
in July 20 05, a fixed-line license including loc al
without restriction. Restrictions against the use of DECT
loop (without restricted mobility) and national and
short-range devices in certain parts of Morocco were removed
international transmission was awarded to Medi Telecom;
in September 2005, a fixed-line license including local
in 2013 for devices with an embedded antenna.
3
loop (with and without restricted mobility) and national
and international transmission was awarded to Wana. ■■ Retail-pricing regulations
›› 3G and 4G mobile telephony: in addition to the licenses Retail rates may be freely set by operators, subject to
granted to Maroc Telecom, 3G and 4G mobile licenses were compliance with antitrust rules and uniformity of domestic
awarded to the existing operators Medi Telecom and Wana rates. Operators must notify the ANRT of their rates 30 days
in 2006 (3G) and in 2015 (4G). before publishing or applying them. As the dominant operator,
›› VSAT licenses: in addition to the license awarded to Maroc Maroc Telecom is required to justify its rates with regard to its
Telecom in November 2015, two other VSAT licenses were costs and whether third-party operators are effectively able
granted to Wana Corporate and Société d’Aménagement to replicate its offers.
et de Développement Vert (SADV, OCP Group) on the
In addition, the duration and frequency of promotions are
same date.
governed by the Order of June 3, 2008, which sets out the
terms for the promotion of telecommunications services.
NETWORKS AND SERVICES SUBJECT TO AUTHORIZATION
For example, the minimum interval is 15 days between top-
The establishment and operation of any independent up promotions and three months between all other kinds.
network other than a corporate network require a license Promotions and the benefits they offer customers may not
from the ANRT. Independent net works are nonprofit exceed three months in duration.
telecommunications networks that are reserved for private In April 2016, the ANRT adopted new guidelines for the
use (i.e., where use is reserved for the establishing company review of operators’ rate plans. Unlike Maroc Telecom, non-
or individual) or shared use (i.e., where use is reserved for the dominant operators are able to practice on-net and off-net rate
exchange of internal communications between subsidiaries differentiation for prepaid customers. Promotions are subject
and/or branches of a single group of companies). to the replicability test on a full-cost basis. The minimum
margin required by Maroc Telecom for the replicability test
SERVICES SUBJECT TO PRIOR DECLARATION for fixed-line and mobile voice is currently 20%.
The provision of value-added ser vices is unrestricted,

subject to prior declaration to the ANRT and compliance
with applicable laws and regulations. The list of value-added

Business activities
■■ Regulation of wholesale rates is considered to exercise significant influence if, individually

or jointly with others, it has a dominant position enabling it
Interconnection rates (fixed-line and mobile voice call to conduct its business independently of its competitors, its
termination rates and SMS) are subject to long-term regulation customers and consumers.
by the ANRT. They are integrated each year into Maroc
Telecom’s technical and pricing terms for interconnection, The main specific requirements for operators in a dominant
which are subject to ANRT approval. position are as follows:
Rates for lines leased to operators are regulated by the ›› publication of technical and pricing terms for interconnection
ANRT, via annual approval of technical and pricing terms for approved previously by the ANRT and comprising a minimum
interconnection with the Maroc Telecom Fixed-line network. set of services (operator leased lines);
›› co-location;
Rates for partial and full access to Maroc Telecom’s copper
local loop (physical and virtual unbundling) are also subject to ›› carrier selection;
regulation through the annual approval of Maroc Telecom’s ›› number portability;
standard technical and pricing terms. Following decisions ›› local loop unbundling;
published by the ANRT in 2014 and 2015, the wholesale rates
›› cost-based pricing;
for (i) access to Maroc Telecom’s underground infrastructure,
(ii) dark fiber optic lines for access by third-party operators to ›› separate accounting.
Maroc Telecom’s new distribution frames and (iii) the various
The guidelines regulating the ANRT’s reviews of the rates
unbundling offers (physical, virtual and bitstream) are now
offered by operators of public communication networks also
regulated by the ANRT.
impose a requirement on dominant operators for their retail
The FTTH wholesale access market is also subject to ex offers to be able to be replicated by third-party operators
ante regulation following the ANRT decision of April 16, (taking into account current specific market rates, which
2014 on guidelines for access by operators of public results in price squeeze tests being implemented as part of
telecommunications networks to FTTH infrastructure. Under the preliminary audit by the regulator of retail offers).
this decision, all operators are required to provide access to
The initial list of specific markets approved by the ANRT
their passive/active FTTH infrastructure.
for 2012, 2013 and 2014 included the market for fixed-line
termination rates (including for restricted mobility), voice
■■ Interconnection mobile call termination rate, SMS mobile termination rates
and wholesale rates for leased lines.
BACKGROUND
Following the ANRT’s decisions of December 30, 2013 relating
Interconnection is governed by Law 24-96 and Decree 2-97‑1025, to specific markets and operators exercising a significant
as amended and supplemented by Decree 2-05-770 of July 13, influence there, two new specific markets have been defined:
2005, which defines the technical and pricing terms for “access to the physical infrastructure of the wired local loop”
interconnection to public telecommunications networks. and “access to the civil engineering infrastructure throughout
the national territory”, for which Maroc Telecom was declared
Every operator of a public telecoms network is required to the only dominant operator for 2014.
accept requests for interconnection from a holder of a license
to operate a public telecom network. By decision dated November 24, 2014, the ANRT extended
the list of specific markets for 2015, 2016 and 2017. By its
The interconnection must be covered by a contract between decision of December 9, 2015, it identified Maroc Telecom as
the operators, the purpose of which is to determine the the only dominant operator in all of those markets in 2016.
technical, administrative and financial terms and conditions Medi Telecom and Wana are identified as operators with
of interconnection, in accordance with the principles of significant influence in the mobile SMS call termination market.
objectivity, transparency and non-discrimination. Any disputes This has led to the renewal, for 2016, of the asymmetric
that arise between the parties during the negotiation or regulation of the civil engineering and wired local loop physical
performance of the contract must be referred to the ANRT. infrastructure introduced in 2014/2015.
DOMINANT OPERATORS
Each year the ANRT imposes specific obligations in terms of

interconnection on the operators it designates as exercising
a significant influence over a particular market. An operator

Business activities
As a result of all these decisions, Maroc Telecom is required to INTERCONNECTION RATES

provide the following wholesale offers:
Since 2007, the interconnection rates of operators have
›› physical unbundling of the local loop and sub-loop; been subject to multiannual regulations by ANRT. Thus, in
›› virtual unbundling; addition to introducing asymmetry between the mobile call
termination rates of Maroc Telecom, Medi Telecom and Wana,
›› access to the dark-fiber local loop for unbundling purposes;
ANRT’s Decision 02/10 of April 27, 2010 led to a sharp fall in
›› bitstream; interconnection rates for 2010-2013, before Decision 08/11
›› access to the underground and overhead civil engineering of December 1, 2011 imposed a further, more significant, drop
infrastructure throughout the national territory. in these rates for 2012-2013.
For unbundling, please refer to the relevant section below. By Decision 10/12 of December 25, 2012, the ANRT
conducted a final revision of the multi-annual regulations
In terms of infrastructure, the ANRT’s decision of December 9, for 2013, confirming the return to the symmetry of mobile
2014 determines the technical and pricing terms of access call termination rates provided for in the initial multi-year
to Maroc Telecom’s urban and suburban underground regulations, and the removal of rate differentiation between
infrastructure and requires it to provide technical and pricing peak and off-peak hours for all interconnection rates, with the
terms for access to its overhead infrastructure. exception of a few special services.
A decision by the ANRT on December 28, 2015 extended the

2013 interconnection rates to cover 2016.
The table below shows the changes in call termination rates on national mobile networks (MAD excl. tax per minute) since 2011:
Mobile Maroc Telecom Mobile Medi Telecom Mobile Inwi 3

Off-peak Peak Off-peak Off-peak Peak Peak
From 1/1/2011 to 6/30/2011 0.8317 0.4158 0.998 0.499 1.2309 0.6154
From 7/1/2011 to 12/31/2011 0.6238 0.3119 0.7186 0.3593 0.8801 0.44
From 1/1/2012 to 6/30/2012 0.3924 0.1962 0.452 0.226 0.5536 0.2768
From 7/1/2012 to 12/31/2012 0.2755 0.1377 0.3052 0.1526 0.3378 0.1689
From 1/1/2013 to 12/31/2016 0.1399 0.1399 0.1399
Peak hours: 8 a.m. to 8 p.m. Off-peak hours: 8 p.m. to 8 a.m. and Saturdays, Sundays and public holidays. This distinction has
not been applied since January 1, 2013.
The table below shows the changes in rates for call termination on national fixed-line networks (MAD excl. tax per minute) since
2011:
Fixed-line Fixed-line Fixed-line Restricted

Maroc Telecom Medi Telecom Wana mobility Wana
Peak Off-peak
intra Simple Double intra Simple Double Off- Off- Off-
CAA Transit Transit CAA Transit Transit Peak peak Peak peak Peak peak
From 1/1/2011
to 6/30/2011 0.1155 0.2817 0.3860 0.0578 0.1409 0.1930 0.2693 0.1347 0.2693 0.1347 0.6238 0.3119
From 7/1/2011
to 12/31/2011 0.1079 0.2479 0.3531 0.0540 0.1240 0.1766 0.2410 0.1205 0.2410 0.1205 0.4678 0.2339
From 1/1/2012
to 6/30/2012 0.0740 0.1645 0.2411 0.0370 0.0823 0.1206 0.1617 0.0809 0.1617 0.0809 0.2277 0.1139
From 7/1/2012
to 12/31/2012 0.0591 0.1258 0.1894 0.0296 0.0629 0.0947 0.1252 0.0626 0.1252 0.0626 0.1798 0.0899
From 1/1/2013
to 12/31/2016 0.0360 0.0740 0.1130 0.0360 0.0740 0.1130 0.0740 0.0740 0.1160
Since 2008, the technical and pricing offer for interconnection to Maroc Telecom’s fixed-line network includes an offer for
interconnection by capacity, eligible only for fixed-line traffic (including restricted mobility).

Business activities
The rates since 2012 (MAD excl. tax/MIC/month) are as follows:
from 1/1/2012 from 7/1/2012 from 1/1/2013

to 6/30/2012 to 12/31/2012 to 12/31/2015
Intra CAA 14,708 11,746 9,000
Simple Transit 35,310 27,003 19,980
Double Transit 57,502 45,172 33,900
These rates applied in 2016.
The SMS call termination rates on the mobile networks of the three operators since 2012 are as follows:
from 1/1/2012 from 1/1/2013

to 12/31/2012 to 12/31/2016
SMS call termination rate (MAD excl. tax/SMS) 0.08 0.03
INTERCONNECTION WITH THE GMPCS OPERATOR numbers and Medi Telecom’s mobile numbers. The decision
AL HOURRIA TELECOM (AHT) (FORMERLY GLOBALSTAR of October 4, 2006 was repealed by the ANRT’s Decision
NORTH AFRICA) ANRT/DG 1/11 of February 1, 2011, in turn amended and
supplemented by Decision 09/12 of December 6, 2012, which
An interconnection agreement between Maroc Telecom and was primarily intended to shorten the cancelation period
AHT was signed at end-2011. This agreement concerns the offered to customers under this procedure.
routing of AHT’s national traffic to Maroc Telecom’s network
(AHT is not authorized to conduct international transit The ANRT’s decision of October 8, 2015 on the terms and
business) and the delivery of the whole of Maroc Telecom’s conditions of portability is intended to further streamline
traffic (including from abroad) to AHT’s network. the portability process by reducing porting times (three
business days vs. seven calendar days) and by requiring
AHT’s interconnection charge is MAD 3.3684 excl. tax per operators to set up, under the aegis of the ANRT, a centralized
minute in peak hours (MAD 1.6842 excl. tax minute in off- database of ported numbers within a maximum of 18 months.
peak hours).
In October 2016, the ANRT launched a consultation for the
■■ Pre-screening selection of the third party responsible for setting up and
managing the central database of ported numbers.
The technical and pricing offer for interconnection to Maroc
Telecom’s fixed-line network includes an offer of pre-screening ■■ Local loop unbundling
and carrier selection (the operator that transports the
communication on the national and international network, Since January 1, 2008, Maroc Telecom has had a technical
excluding local loop) since 2006. However, to date no third- and pricing offer for total or shared access to its local
party operator has opted to use this offer. loop, approved by the ANRT, as well as its technical and
pricing interconnection offers. A framework agreement
■■ Numbering and portability of numbers for the implementation of this service has been prepared.
The monthly subscription rates in 2013 were MAD 20 (excl.
The ANRT allocates numbers, blocks of numbers and prefixes tax) for partial unbundling and MAD 73 (excl. tax) for complete
to operators of public telecom networks in an objective, unbundling.
transparent and non-discriminatory manner. These numbers
and blocks of numbers may not be transferred without ANRT’s The 2013 technical and pricing unbundling terms were
prior express consent. enhanced by the introduction of inactive line unbundling
and an SLA+ offer (with shorter than usual service recovery
The portability of fixed-line and mobile numbers has been times), in accordance with the ANRT’s decision of May 22,
operational since May 31, 2007. 2012 approving the technical and pricing terms for Maroc
Telecom’s local loop unbundling for 2012.
The terms and conditions for its implementation were set
by the ANRT in its Decision 10/06 of October 4, 2006, In parallel with Maroc Telecom’s redevelopment of its copper
concerning the terms and conditions for number portability, access network, new obligations were imposed on it by the
and in its Decision 10/07 of July 18, 2007, setting the pricing decision of the ANRT’s Management Committee on June 17,
terms of portability for Maroc Telecom’s fixed-line and mobile 2014. This required Maroc Telecom to offer access to its

Business activities
passive and active local, regional and national infrastructure The implementation of these agreements is supervised by the
via three unbundling plans (existing physical unbundling, ANRT, following a decision of August 8, 2013 settling a dispute
virtual unbundling and bitstream), and to provide third-party between the three operators.
operators with fiber optic links and multi-operator cabinets to
house their equipment. This decision was supplemented by ■■ Separate accounting
the ANRT decisions of December 26, 2014 and February 4,
2015, laying down the technical and pricing terms for Maroc According to the terms of Decree 2-97-1026, as amended
Telecom’s fiber optic links and wholesale offers for physical and supplemented by Decree 2-05-771 of July 13, 2005
and virtual unbundling. and Decree 2-97-1025, as amended and supplemented by
Decree 2-05-770 of July 13, 2005, operators are required to
These rates are as follows: maintain an analytical accounting system which determines
the costs, revenues and profits of each network they operate
›› physical unbundling: MAD 73 (excl. tax)/month at the local
or service they offer. The financial statements must be
loop level and MAD 60 (excl. tax)/month at the “local sub-
submitted, for audit, to a body designated by the ANRT.
loop” level (MSAN);
›› fiber optic links between distribution frames and “sub- Decision 08/12 of December 6, 2012 established a consistent
distribution frames” (MSAN): MAD 10 (excl. tax)/m/year; framework for regulatory statements of cost refunds and
›› virtual unbundling (VULA): MAD 55 (excl. tax)/month income which operators are required to submit annually to
for partial access and MAD 110 (excl. tax)/month for full the ANRT. Note that in December 2013, the ANRT adopted
access; collection rates vary depending on speed, level of a decision establishing the rate of return on capital applicable
collection and class of service for regional collection. to the following activities of telecom operators, for the period
2014-2016:
Lastly, the ANRT decision of September 30, 2015 completes
this framework by setting the rates for Maroc Telecom’s ›› Mobile (Voice and SMS): 13.44%; 3
bitstream offer, with identical access rates as VULA and ›› Fixed-line excluding local loop: 12.22%;
variable collection rates depending on the speed and level ›› Fixed-line local loop: 10.58%;
of collection.
›› Universal service: 10.03%.
■■ Provision of infrastructure The rate of return on capital applicable to the local fiber optic
loop will be determined later.
L aw 55- 01, amending and supplementing L aw 24/96,
introduced a provision under which public-sector entities,
■■ Universal service
utilities licensees and operators of public telecom networks
are required, to the extent this does not interfere with public Universal service includes at least one telephone service
use, to make available to the operators of public telecoms of a specified quality, at an affordable price; it also includes
networks which request them the easements, rights of a service enabling access to the internet, the routing of
way, civil engineering works, roads, cables, high points, etc., emergency calls, the provision of telephone kiosks on the
which they have, in order to install and operate transmission public highway, an information service and a printed or
materials. These must be made available on acceptable, electronic directory (the last two services are mandatory).
objective and non-discriminatory technical and financial terms
and conditions, which ensure fair competition. The objective L aw 55- 01, amending and supplementing L aw 24/96,
is to facilitate access by telecom operators to the alternative es t ablished the principle of Pay or Play and set the
infrastructure available to some organizations such as Office contribution of operators of public telecom networks to
National de l’Électricité (Morocco’s electricity operator), Office the universal service at 2% of revenue before tax (net of
National des Chemins de Fer (Morocco’s railway operator) and interconnection fees, handset sales and repayments to value-
Autoroutes du Maroc (Morocco’s highway network company), added service providers).
but also to regulate the sharing of infrastructure between
the telecom operators themselves. ANRT has jurisdiction to These operators may either perform the universal service
settle any dispute relating to these matters. In accordance with tasks themselves, or pay a contribution into a special trust
this provision, Maroc Telecom signed framework agreements account, the Universal Service Fund (referred to as the “SU”).
for radio-site sharing with Medi Telecom and Wana in 2011.

Business activities
The manner in which each operator provides universal service a laptop. The number of students equipped by Maroc
tasks are set out in one particular set of specifications, Telecom as part of the program is 66,400;
approved by decree. In 2008-2011, the ANRT launched a ›› the Nafid@ program, which supplements the GENIE
consultation with all the national operators for the realization program (which consist s in equipping schools with
of a vast universal service program, called “PACTE,” the computers and internet access), is intended to encourage
objective of which was to provide coverage for telephone the education sector to use information and communication
services and internet access to all the blank areas in Morocco, technologies in the educational system, by making available
namely 9,263 villages. The Universal Service Management to it the means appropriate for this purpose (laptops,
Committee employed Maroc Telecom for 7,338 of them, for internet access). About 230,000 people in total have
a total of MAD 1.159 billion, which was deducted from its benefited from this program.
contribution to the universal service for 2008-2011.
As regards the maritime radio communications service, which
The deadline for completion of this program, initially scheduled Maroc Telecom asked to be discontinued in 2008, the ANRT
for December 31, 2011, was extended three times, first has informed Maroc Telecom about the decision of the
to June 30, 2012 then to December 31, 2013, and finally Universal Service Management Committee to:
to December 31, 2015 (Resolution CGSUT-02/2013/1 of
the Universal Service for Telecommunications Management ›› appoint, through competitive bidding, an international
Committee), because of implementation difficulties for the firm that will assist the ANRT in transferring this business
most part related to, firstly, the absence of electrification in activity to a new operator;
the villages and/or at the sites intended for this coverage and, ›› maintain the annual allowance for Maroc Telecom, which
secondly, to the unavailability of the land required for setting will ensure continuity of service until the new operator has
up the sites. been selected.
The agreements between Maroc Telecom and the ANRT
relating to the PACTE programs for the years 2009, 2010 and ■■ Contributions to research, training
2011 were amended accordingly. and standardization of telecoms
Today, more than 99% of the program has been completed Law 55-01, amending and supplementing Law 24/96, states
and Maroc Telecom has reminded the ANRT that, except for a that the contribution of operators of public telecoms networks
few sites, completion of the PACTE program depends only on to training and standardization is set at 0.75% of revenues,
completion of the electrification program by Office National before tax and net of interconnection fees, generated by the
d’Électricité. telecoms operations covered by their license. The contribution
for research is set at 0.25% of the revenues referred to above.
Note that the General Policy Document for the period This amount is paid into a special fund for research. Operators
2014-2018 provides for the expansion of the universal providing equivalent funding for research programs under
ser vice to include broadband, and that accordingly in agreements with officially designated research agencies are
June and August 2016 the ANRT launched two universal exempt from the payment.
service consultations for the implementation of the National
Broadband Development Plan (PNHD). The first concerns Since 2007, Maroc Telecom no longer enters into agreements
mobile broadband coverage of 10,651 locations; the second, with such agencies and pays the entirety of the abovementioned
the rollout of fiber (backbone and backhaul). Maroc Telecom contribution into an account earmarked for research.
participated in both consultations, which are still ongoing
■■ Identification of customers
Moreover, Maroc Telecom contributes to implementation
of the “Nafid@” and “INJAZ” programs, which have been The ANRT has informed the operators of public telecoms
selected as universal service programs by the Universal networks about Decision 04/11 of July 13, 2011 relating to
Service for Telecommunications Management Committee the identification of 2G and 3G mobile customers.
and par tly funded by the Fund for Universal Ser vice
for Telecommunications (Fond de Service Universel des Since these targets were not achieved, the ANRT issued a
Télécommunication or FSUT). new decision of November 8, 2013, amended by a decision
of January 31, 2014, pursuant to which:
In particular, these programs concern the general application
of information and communication technologies in education: ›› the sale of pre-activated prepaid SIM cards was prohibited
as from April 1, 2014;
›› the INJAZ program aimed at graduate students from a large ›› in principle, operators may activate SIM cards only when
number of teaching institutions, colleges and universities they have a complete, physical identification file. However,
in the field of engineering, science and information and they may also activate SIM cards before the physical
communication technology, and consists of giving them file is created, provided that they have the identification
access to the mobile broadband internet service and data stored on the appropriate dedicated database and

Business activities
are certain that their retailers have the complete physical ›› the indirec t net work comprises independent local
file, which must be delivered to them within two months. shops, some of which have exclusivity agreements and
Otherwise, the service to the customer is restricted for are managed by the nearest retail branch. Nationwide
one month and then suspended until the full and effective distributors whose main activity is not telecoms, such as
identification; Canal M, M2T, etc.;
›› operators have 12 months from April 1, 2014 to identify ›› four national distributors, two of which operate exclusively
customers; in the field of telecoms for Corporate customers. The
›› operators must provide a short number so that customers business of the other two concerns different customer
can find out about their identification status and the segments and all Maroc Telecom’s product ranges and
procedure they need to follow to identify themselves. services;
›› five partners for sales and installation of the PABX product.
■■ Accounting for mobile subscribers
DISTRIBUTION STRATEGY
On September 21, 2015, the ANRT adopted a decision laying
down the procedures for accounting for mobile subscribers The extent and organization of Maroc Telecom’s distribution
of operators of public communication net works. This network is a major strategic asset for the Company.
decision repeals and replaces the decisions ANRT/DG/N°6
of January 25, 2011 and ANRT/DG/N°03/11 of June 1, 2011 The operator’s distribution strategy is mainly focused on the
laying down the procedures for accounting for mobile and 3G following areas:
internet subscribers.
›› expand it s direc t branch net work by opening new
It is mainly intended to introduce a definition of active 4G retail branches and refurbishing old ones every year, to
internet customers and active M2M customers separate from
mobile customers.
maximize customer satisfaction while keeping up with the
technological trends;
3
›› increase digital distribution via indirect channels to forge
■■ Dispute resolution closer ties with customers;
›› strengthen the role of all those involved directly or
The procedure followed before the ANRT concerning litigation, indirectly, to promote its offerings and meet everyone’s
anti-competitive practices and economic concentration needs;
transactions, particularly taking into account ANRT’s new
›› diversify the distribution media (electronic top-ups, ATMs,
authority in competition matters, is described in Decree 2-05-
express top-ups, online top-ups, pay points etc.);
772 of July 13, 2005.
›› ensure synergy between direct and indirect channels in
order to offer customers a very high-quality service.
3.2.1.5 DISTRIBUTION
AND COMMUNICATION DIRECT DISTRIBUTION NETWORK
In order to maintain the central and dynamic role of the direct

■■ Distribution network in its marketing and sales strategy, Maroc Telecom
has continued with its program to expand and modernize
ORGANIZATION its proprietary sales network in accordance with the new-
generation retail branch concept.
Maroc Telecom has the largest distribution network nationally.
It includes more than 75,000 distribution outlets for direct and With nine newly opened retail branches and 23 branches
indirect sales. In 2016, Maroc Telecom’s various distribution totally refurbished in 2016, 349 of Maroc Telecom’s sales
channels were: outlets now feature the new design scheme.
›› the direct network, composed of 452 branches at end- At the end of 2016, Maroc Telecom’s network of retail
2016. This network is growing fast and every year new branches consisted of 452 branches, with eight regional
retail branches are added and existing branches are offices, ensuring optimal coverage and density. The network
refurbished; has 421 Retail branches and 27 Corporate branches, and
›› more than 460 full-image resellers, managed directly by four dedicated branches with nationwide coverage for key
Maroc Telecom’s own network, which market consumer accounts.
products and services;

Business activities
INDIRECT DISTRIBUTION NETWORK branches, currently has more than 460 stores. These make a
valuable contribution to business performance and customer
At the end of 2016, the indirect distribution network consisted service, as well as providing visibility and sales coverage at
of a wide range of licensed resellers, top-up outlets and the local level.
regional and national distributors.
Overall, the indirect network comprised more than 75,000
The resellers network is composed mainly of convenience prepaid resellers in 2016. More than 65,000 resellers offer
stores and other distributors of telecoms products which the express top-up service.
have signed agreements to sell Maroc Telecom products and
services. A new category of resellers (“Revendeurs Plus”) has Individual agreements with each partner serve to reinforce
been added in the form of Full Image sales points, which sell all the network and to ensure local distribution. Partners are
Maroc Telecom prepaid and postpaid products. This network, paid through commissions on the products and services sold.
which has a similar design scheme to Maroc Telecom retail
Maroc Telecom has also signed agreements with partners for
the international distribution of electronic top-ups.
DISTRIBUTION AGREEMENTS
At end-2016, Maroc Telecom held distribution agreements with the following companies:
Date
Type of partnership Maroc Telecom
of business agreement products distributed
GSM Al-Maghrib Distribution of telecom products 11/2003 Prepaid mobile and fixed-line phone cards mobile, fixed-line,
internet subscriptions and electronic top-ups
Canal Market Electronic payment service provider 11/2002 Mobile and fixed-line electronic top-ups mobile, fixed-line,
and distributor of electronic top-ups 11/2006 and internet subscriptions for Corporate customers in
10/2015 Marrakesh
Sicotel Distributor of telecom products 11/2006 Prepaid mobile and fixed-line phone cards mobile, fixed-line
and internet subscriptions
Lineatec Distributor of telecom products 11/2006 Prepaid mobile and fixed-line cards; mobile, fixed-line and
11/2008 internet subscriptions for Corporate customers in Rabat
and Tangier mobile, fixed-line and internet subscriptions for
Corporate customers in Casablanca and Fez
M2T Local customer services (bill 04/2010 Mobile products (electronic and online top-ups)
payment, etc.)
MTC E-commerce 06/2010 Mobile, fixed-line and internet top-ups
Orange (Star French telecoms operator 12/2010 Ticket transfer for mobile top-up
Africa, w—ha)
Transfer To International distribution 02/2011 Top-up transfer from abroad
of telecom products
Vox Telecom International distribution 11/2013 Top-up transfer from abroad
of telecom products
Attijariwafa Bank Bank 12/2007 Jawal top-up at ATM
Al Barid Bank Bank 07/2005 Jawal top-up at ATM
Crédit Du Maroc Bank 11/2004 Jawal top-up at ATM
Banque Populaire Bank 12/2005 Jawal top-up at ATM
CIH Bank 06/2016 Top-up at ATM
Mobile top-up
Online top-up
Emania Electronic banking, 03/2015 Online top-up
mobile top-up distributor

Business activities
■■ Communication For the Business and Corporate targets, communication

campaigns on the expansion of the line of Business and
In 2016, Maroc Telecom consolidated it s position as Corporate flat-rate plans were conducted to meet the
one of Morocco’s top advertisers, continuing to spend requirements of these customers while highlighting Maroc
a significant part of its advertising budget on its mobile, Telecom’s leadership in these segments.
fixed-line, and internet products, targeting the Retail and
Corporate segments. Corporate, financial and event-driven
ONLINE ADVERTISING
communications were also increased through multiple targeted
actions. In 2016 Maroc Telecom firmly established its reputation on
Moroccan social media, particularly through its Facebook
CORPORATE COMMUNICATION page, which has more than 2.5 million fans.
In 2016, the general aim of corporate communications was Maroc Telecom is now the leading Moroccan company and
to maintain Maroc Telecom’s strong brand awareness and brand on both Facebook and Twitter. It is also widely present
increase its popularity with all its market segments, especially on YouTube, Instagram and other social networks.
among young people. It also seeks to promote the policies and
values of the business by emphasizing Maroc Telecom’s social Similarly, Maroc Telecom continues to diversify its digital
and environmental responsibility, for example by opening marketing to adver tise the business and reach out to
up remote areas to bridge the digital divide, implementing customers online:
programs to develop IT in schools, and numerous other
›› interactive tie-ins with product and corporate campaigns
actions for sustainable development that have a direct impact
(games, competitions, quizzes, etc.),
on the economic growth and welfare of the nation. Maroc
›› organization of cultural, sporting and artistic events
Telecom also reaffirmed its commitment to promote respect
for the environment and the protection of our natural heritage sponsored by Maroc Telecom, such as games, events, and 3
through the launch of a large-scale communication campaign live tweets;
during the entire month of November 2016, on the sidelines ›› help and advice for customer requests for information and
of the COP22 meeting. complaints.
Maroc Telecom also rolled out the new version of its website
RETAIL AND CORPORATE ADVERTISING
www.iam.ma. Completely redesigned to meet the current
In 2016, Maroc Telecom maintained a steady communication needs and usages of its different audiences, the new website
and media program to support promotional offers and the incorporates all the new internet trends and digital and
rollouts of new products. Again this year, both young talent technical standards.
and big names from the Moroccan and foreign arts scene
Its content, design and functionalities have been revisited in
joined their image with Maroc Telecom as brand ambassadors
order to offer a better online customer experience through
for the enjoyment of young and old alike.
a more ergonomic and user-friendly interface adapted to all
Within this framework, a high-impact communication media (PC, mobile and tablet).
campaign brought together Turkish actors Gaye Turgut and
The new site is available in three languages, French, Arabic
Mert Altinisik, known to the Moroccan public under the
and English for the institutional section, and offers new
names of “Manar and Kamal”, the heroes of the very popular
functionalities and features:
“Samhini” series. This campaign, with its offbeat humor,
attracted a great deal of attention from our Retail customers. ›› rapid access to information (in a maximum of three clicks);
2016 was also marked by the communication about the ›› possibility of sharing the content viewed on social media
postpaid “11 hours of call time + 11GB” mobile offer through on all pages of the site;
an emotional message highlighting the richness and generosity ›› showcase of customer decision-making tools:
of the new mobile subscription offer (voice and data). This “Simulators” for the Mobile, Fixed-line, Fidelio and
offer targeting a broad audience enhances Maroc Telecom’s International Roaming offers,
line of mobile flat-rate plans with a number of benefits.
“Compare” functionality to evaluate the features of
Finally, thanks to its leadership in the Fixed-line and Internet mobile handsets.
segment, in 2016 Maroc Telecom launched a new fiber optic
campaign using a design concept based on a modern treatise
and using special 3D effects illustrating the power and speed
offered by fiber optics.

Business activities
Considered the commercial showcase for Maroc Telecom ›› Moroccan Royal Golf Federation;
offers and services, the new Maroc Telecom site is designed as ›› Moroccan Royal Federation for Equestrian Sports;
a real customer relations platform offering a better consumer
›› Moroccan Royal Tennis Federation;
experience for telecom products and making the customers’
daily lives easier. ›› Moroccan Royal Cycling Federation;
›› Dar Es Salam Royal Golf Club Association;
SPONSORSHIP AND CORPORATE PHILANTHROPY ›› Hassan II Golf Trophy Association;
›› Moroccan Royal Boxing Federation.
Maroc Telecom focuses its efforts on four areas of sponsorship
and corporate philanthropy:
■■ Cultural sponsorships
■■ Beach Festival Maroc Telecom is actively involved in cultural events through
its participation in prestigious Moroccan festivals such as the
From July 15 to August 25, 2016, Maroc Telecom held the
Mawazine Music Festival, the Gnaoua World Music Festival,
fourteenth Maroc Telecom Beach Festival in eight cities
the Fez Festival of World Sacred Music, the Marrakesh
along Morocco’s coast. First launched in 2002, the Maroc
International Film Festival, the Dakhla Comedy Festival, the
Telecom Beach Festival is a must-see national event featuring
Jawhara d’El-Jadida Festival, the Tangiers Twiza Festival and
a program of entertainment, celebrations and free concerts.
the Marrakesh Oasis Festival.
Entry to the pop-up beach villages is free, with millions of
festival-goers taking part in the various events and activities Maroc Telecom also sponsors forums and conferences such as
on offer. the Crans Montana Forum in Dakhla, the Africa IT & Telecom
Forum in Abidjan and the Africa CEO Forum.
Maroc Telecom is also involved, as it has been each year since
1999, in the Clean Beaches campaign, paying for equipment In addition, Maroc Telecom is proud to support the art world,
and facilities for some fifteen beaches. as official partner of the second JIDAR street art festival held
in Rabat in 2016.
■■ Community and humanitarian actions
Aware of its important role to play in society, Maroc Telecom FINANCIAL COMMUNICATION
supported several foundations and charities in 2016, including:
The objective of financial communication is to raise investor
›› Mohamed V Foundation for Solidarity; confidence while providing precise, relevant, transparent
and accurate information on the Group’s position in order
›› Lalla Salma Association for the Fight Against Cancer;
to facilitate investor decision-making. Maroc Telecom’s
›› National Institute for Children’s Rights; financial communication also complies with the statutory and
›› The Lalla Asmaa Foundation for Deaf Children; regulatory requirements.
›› Moroccan Down Syndrome Association;
As such, information is regularly disclosed to the markets
›› Heure Joyeuse children’s charity. (press releases, interim and annual results presentations,
financial reports, Registration Documents, etc.). In addition,
■■ Sports sponsorships the Company remains in close and permanent contact
Maroc Telecom is closely involved in sports at the national with analysts through roadshows, conference calls, analyst
and local levels. It was once again the official sponsor of the meetings, webcasts, etc.
following bodies: At the same time, the “Investor Relations” section of the
›› Moroccan Royal Soccer Federation; website w w w.iam.ma is regularly updated, mainly for
institutional investors.
›› Mohammed VI Royal Soccer Academy;
›› Moroccan Royal Federation of Track and Field;

Business activities
3.2.1.6 NETWORK AND SYSTEMS INFRASTRUCTURE
■■ Key performance indicators
2014 2015 2016

Radio sites 7,713 8,544 9,114
Internet bandwidth (Gbps) 380 370 550
Mobile failure rate 2.01% 1.54% 1.30%
Mobile dropped-call rate 1.15% 1.05% 0.91%
2G coverage rate (as a % of the population) 99.3% 99.5% 99.53%
3G coverage rate (as a % of the population) 82.6% 86.5% 86.75%
4G coverage rate (as a % of the population) - 60% 73.3%
■■ Mobile infrastructure At end-December 2016, some 9,100 Maroc Telecom radio

sites covered 99.5% of its 2G customers and 86.7% of its 3G
Maroc Telecom’s mobile network is based on GSM technology customers (compared to 86.5% at end-December 2015).
and has been rolled out across almost the entire country.
The network has a well-developed infrastructure, high Since obtaining its 4G license, Maroc Telecom has launched
international connectivity and a service quality comparable a 4G coverage plan that covered 73.3% of the population at
to that of international operators. the end of September 2016 (60% at end-December 2015).
In addition to the GSM 2G network, a 3G/HSPA+ network The base station network is continually being optimized by: 3
and 4G (LTE) network launched on July 13, 2015 provides
voice and data services at a theoretical maximum speed of ›› a continuous program of equipment redeployment and
225 Mbps (on compatible handsets and in certain areas). extension;
›› the latest software upgrades;
MOBILE CORE NETWORK AND SERVICE PLATFORMS ›› voice-compression technology to cope with spikes in traffic
during public holidays and promotional periods.
Maroc Telecom’s mobile switching network is equipped with
Next-Generation Network (NGN) technology that supports IP Maroc Telecom has introduced high-definition sound quality,
and 2G/3G/4G simultaneously for optimal resource allocation. launched in 2013 and rolled out as standard in 2014, across
its mobile network. At end-December 2016, more than 72%
Maroc Telecom has technical platforms enabling the provision of base stations supported this technology (on compatible
of high-quality voice and data services to customers (voicemail, handsets).
SMS, MMS, prepaid management systems, etc.). Maroc
Telecom constantly adjusts the capacity of these platforms to
MOBILE SERVICE QUALITY
cope with the increased usage of value-added services.
Maintaining and enhancing Mobile ser vice qualit y is a
Packet switching and service platforms use highly redundant
permanent priority for Maroc Telecom’s engineers. The call
infrastructures in order to guarantee the highest network
completion rate was 98.6% at end-December 2016, while
availability possible.
the average dropped-call rate was 0.91%; the incoming SMS
success rate was 99.6%.
COVERAGE
Maroc Telecom is conscious of public health issues and
With the introduction of next-generation Single RAN (radio follows the guidelines for human exposure to electromagnetic
access node) technology, which combines 2G, 3G and 4G radiation fields issued by the International Commission on
technologies, Maroc Telecom has broadened its radio coverage Non-Ionizing Radiation Protection (ICNIRP), and conducts
while upgrading and boosting the capacity of its radio-access regular measurement campaigns to ensure compliance with
equipment. international standards.

Business activities
■■ Fixed-line network infrastructure SWITCHING PLATFORMS AND FIXED-LINE SERVICES
Maroc Telecom has a state-of-the-art network enabling Fixed-line switching is provided by next-generation equipment
it to deliver a wide range of voice and data services to its to provide value-added services (Voice over IP, three-way
Residential and Business customers. calling, call waiting, call transfers) while optimizing service
quality.
This network comprises network access with copper and fiber
optic technologies, a transmission backbone, switching centers INTERNATIONAL NETWORK
and service platforms.
Maroc Telecom connects Morocco with more than 240 foreign
INTERNET- AND DATA-ACCESS NETWORK destinations through its infrastructures and agreements with
large international operators:
To supplement its copper wireline access network, which
enables high-speed broadband access (up to 20 MB via ADSL ›› two international transit centers in Casablanca and Rabat;
2+ in Morocco’s major cities) and ADSL TV (more than 100 ›› four fiber optic submarine cables linking Morocco to Europe
TV channels with direct control and VOD), Maroc Telecom (SMW3, Tetouan-Estepona, Atlas Offshore and Loukkos).
has continued to deploy its optical local-loop technology with At end-December 2016, these cables had a combined
the aim of offering ultra-high-speed broadband to business capacity of 550 GBps to meet the connectivity needs of
customers, particularly by means of VPN IP technology. Maroc Telecom customers;
The DSLAM network has been supplemented with the latest ›› a 5,300-km fiber optic cable connecting Maroc Telecom
MSAN (Multi-Service Access Node) equipment, which routes with its sub-Saharan subsidiaries in Mauritania, Mali and
internet traffic along the Maroc Telecom copper network and Burkina Faso;
supports VDSL technology with a theoretical download speed ›› satellite links connect the most remote parts of the country
of up to 50 Mbps. to the Maroc Telecom backbone.
GPON FTTH (Fiber-To-The-Home) access has been deployed INFORMATION SYSTEMS

in several cities and parts of the country to offer Maroc
Telecom customers speeds of up to 100 Mbps. The Information Systems Department is responsible for
providing the IT infrastructure and software applications
Lastly, as part of the universal service, Maroc Telecom has required by Maroc Telecom’s various business segments.
installed more than 600 Code Division Multiple Access
(CDMA) base stations in the most remote areas, in order Several major IT projects were completed in 2016:
to deliver voice and internet services to rural populations
previously outside wireline coverage. ›› support measures for the 2016 marketing plan;
›› the launch of new Cloud offers;
DOMESTIC TRANSMISSION NETWORK ›› adaptation and upgrade of the Information Systems
(data collection, provisioning, etc.) to support network
Maroc Telecom’s transmission network is entirely composed of technology developments;
fiber optic cable linking all of the country’s major cities.
›› technical and functional upgrades of business information
B as e d on t h e late s t hy b r id N G -SD H an d N G -WD M systems:
transmission technologies, and thanks to the introduction of Customer Relations Management (CRM and Agencies),
100GE services, the backbone can transmit up to 8 Tbps on a human resources,
single pair of fibers. These high-speed connections are ultra-
secure, thanks to mesh networking and ASON (Automatically decision-making tool;
Switched Optical Network) technology. ›› enhanced security for data and Information Systems.

Business activities
3.2.2 SUBSIDIARIES
3.2.2.1 CONSOLIDATED DATA
Population* Customers** Revenues** Mauritel SA is the incumbent operator in Mauritania. It

(in thousand) (in thousand) (in MAD million) was formed in 1999 following the break-up of Office des
Postes et Télécommunications, the national postal and
106,958 30,517 15,326
telecommunications operator. In 2000, Mauritel SA created
Breakdown by population*
its wholly owned subsidiary Mauritel Mobiles, which has since
obtained its second GSM mobile telephony network license.
4% 17%
On April 12, 2001, following an international call for tenders
Mauritania Burkina Faso
issued by the Mauritanian government, Maroc Telecom
acquired a 54% stake in Mauritel SA.
2% In Januar y 20 02, Maroc Telecom created Compagnie
Gabon
Maurit anienne de Communication (CMC), to which it
transferred the shares it held in Mauritel SA. On June 6, 2002,
Maroc Telecom sold 20% of CMC to Mauritanian investors. In
62% 16%
fiscal year 2003, CMC sold 3% of Mauritel SA to its employees
Other countries Mali
for MAD 17 million, in accordance with the commitments
made during its privatization in 2001. 3
Breakdown by customer**
On July 1, 2004, when the Mauritanian government’s veto
in Mauritel SA expired, Maroc Telecom gained exclusive
6% 22%
control over the subsidiary, which became fully consolidated.
Mauritania Burkina Faso
In 2006, the CMC Group acquired 0.527% of Mauritel SA
from SOCIPAM, a non-commercial company created by
employees of the Mauritanian subsidiaries. On completion of
45% this transaction, CMC held 51.527% of Mauritel SA.
Moov
5% Under L aw 20 07- 0 49 of S eptember 3 , 20 07, which
Gabon in S eptemb er 20 07 rep e ale d A r t icle 73 of t he
22% Telecommunications Law (Law 99-019), Mauritel SA was
Mali forced to spin off all its competitive businesses, namely its
Mobile business. On November 27, 2007, the Extraordinary
Shareholders’ Meetings of Mauritel SA and Mauritel Mobiles
3.2.2.2 MAURITEL subsequently ratified plans to merge the two companies.
Mauritel SA has since become a global operator able to take
advantage of synergies between all its Fixed-line, Mobile, and
■■ Macroeconomic indicators Internet businesses.
2014 2015 2016 Maroc Telecom’s representatives sit on the Board of Directors
Population (in thousand) 3,621 3,706 3,794 of Mauritel SA. Maroc Telecom has no Executive Directors
within the Company. The consolidation methods for the CMC/
GDP per capita (in USD) 4,314 4,433 4,405
Mauritel sub-group are summarized in Notes 1, 2 and 28 to the
GDP growth +6.9% +4.1% +3.2%
consolidated financial statements. In addition, chapter 2.3.4
Inflation +3.5% +3.6% +1.3% “Related-party transactions” illustrates the type of financial
Source: IMF, October 2016. flows between Maroc Telecom and the Mauritel sub-group.
* Forecasts at end-December 2016 (Source: IMF, October 2016).

** Data at end-December 2016 (Source: Maroc Telecom – Actu 3).

Business activities
■■ Fixed-line telephony, data and internet COMPETITION AND MARKET SHARE
Mauritel provides Fixed-line telephony services (voice and Mobile market trends in Mauritania
data) and internet access to Retail customers, companies and
the public sector. Customer base (in thousands) Penetration rate
5,000
Mauritania had 104,000 fixed-lines at end-December 2016 113%
(source: Dataxis), representing a penetration rate of 2.7%. 4,000
95% 91%
Mauritel holds a 43% market share.
3,000
In addition to Mauritel, Mattel and Chinguitel have had fixed-
line licenses since 2009 that allow them to operate in this 2,000
market. Nevertheless, to date, the former has developed
1,000
neither networks nor fixed-line offers, while Chinguitel
provides Fixed-line services through its CDMA network. 0
As a result, Mauritel remains the sole wireline operator in 2014 2015 2016
Source: IMF & Dataxis.
Mauritania.
At end-December 2016, Mauritel had a fixed-line customer Mauritanian Mobile market share at December 31, 2016
base of 47,509 lines, 6% more than in 2015. Mauritel also
has an ADSL network via its fixed-lines whereby it can 21%
offer broadband, a fast-growing segment, to its customers. Chinguitel
At end-December 2016, Mauritel also had 10,773 internet
subscribers, an increase of 10%, most of whom are connected
via the ADSL network (99% of the base).
57%
Mauritel
To meet it s international bandwidth needs, Mauritel
par ticipates in a consor tium that has capacit y on the
22%
Africa Coast to Europe (ACE) subsea cable and includes all
Mattel
Mauritanian telecom operators and the Mauritanian post
office. Source: Dataxis.
At December 31, 2016, the Mauritanian market had 3.5 million

■■ Mobile telephony
mobile customers, representing a penetration rate of 91%,
Mauritel’s Mobile business consists of prepaid and postpaid down 21 points in one year.
services. Mobile services include voice, value-added services
Mauritel operates alongside two other operators, Société
(SMS, MMS, etc.), 3G mobile internet and roaming. In addition,
Mauritano-Tunisienne de Télécommunications Mattel and
Mauritel launched its m-payment service under the Mobicash
Chinguitel (since August 2007). Chinguitel launched a GSM
brand in 2013.
service in 2011. In 2006, the ARE awarded 3G licenses to
To provide these services, Mauritel relies on a network of Mauritel and Chinguitel; Mattel did not obtain its 3G license
1,240 base transceiver stations (BTS) located throughout the until March 2009.
country, offering 2G and 3G technology. The 3G network
At December 31, 2016, Mauritel’s mobile customer base was
was launched in 2009. In July 2015, Mauritel renewed its 2G
1,984 million (almost all prepaid), a 6% decrease year-on-year
license for a period of 10 years in return for a fixed share
related to heightened competition and regulatory customer
(MRO 10 billion) and an annual variable share corresponding
identification requirements. Mauritel maintained its leadership
to 2.5% of 2G revenues for the term of the license.
position with a market share of 57% at end-December 2016.

Business activities
PERFORMANCE MAURITEL LICENSES
The following table shows Mauritel’s key operating data: Licenses Award Expiration
and authorization date Date Term
Unit 2014 2015 2016
Fixed-line
Mobile customer base in thousand 1,922 2,121 1,984 authorization 4/12/2001 4/12/2021 20 years
Fixed-lines in thousand 43 45 48 2G license 7/18/2015 7/18/2025 10 years
Broadband access in thousand 8 10 11 3G license 7/27/2006 7/27/2021 15 years
■■ Seasonality 2016 HIGHLIGHTS
In Mauritania, the peak period is generally from June to Regulatory highlights for 2016:
September. Other spikes in usage occur during religious
holidays, providing significant sales opportunities. Fixed-line ›› the June 30, 2016 decision on the regulation of the retail
and mobile usage tends to be lower during Ramadan. markets that prohibits on-net/off-net rate differentiation
for mobile as from July 1, 2017. Until then, the rate
differentiation must not exceed the call termination rate;
■■ Regulations
›› the decrease in the mobile call termination rates (from 4
to 3.5 MRO/min), SMS (from 2 to 1.5 MRO) and Fixed-
OVERVIEW line (from 10 to 9 MRO/min for local calls) resulting from
The regulator y framework for telecommunications in the ARE decision of June 30, 2016 approving connection
catalogues;
3
Mauritania was modified by Law 2013-025 of July 15, 2013
on electronic communications (hereinafter the “Law”). ›› the suspension of non-identified cards at the request of the
ARE following the expiration of 2-month period given the
This Law supplements in particular the prerogatives of the operators as from June 30, 2016;
ARE and gives it powers to curb unfair business practices in ›› the sanction of MRO 264 million issued by the ARE against
the sector. These prerogatives are in addition to the ARE’s Mauritel for QoS deficiencies and coverage.
regulatory, audit, and oversight powers with regard to industry
operators, as set forth in Law 2001-18 of January 25, 2001
establishing the ARE. 3.2.2.3 ONATEL
The ARE is an independent public-sector entity with multi-
sector authority and full financial and managerial autonomy. ■■ Macroeconomic indicators
The ARE reports directly to the Prime Minister.
2014 2015 2016
MAIN REGULATORY OBLIGATIONS APPLYING TO MAURITEL Population (in thousand) 17,429 17,934 18,420
Mauritel is required to pay industry fees and contributions.
GDP growth +6.7% +5.0% +5.2%
These include an annual universal-service contribution of no
more than 3% of revenues, net of interconnection charges. Inflation +1.5% +0.7% +1.6%
It is also required to pay regulatory fees of no more than Source: IMF, October 2016.
2% of revenues, net of interconnection charges, and an
annual research and training contribution of no more than Onatel (Office National des Télécommunications) is the
1% of revenues, net of interconnection charges. For 2014, incumbent operator of Burkina Faso. It was formed following
the amount of this fee was set at 0.6% of revenues. Lastly, the break-up of Office des Postes et Télécommunications
Mauritel pays annual fees for the use of radio frequencies in 1987, and became a state-owned company in 1994. In
and numbers. October 2002, the government created Telmob, Onatel’s
wholly owned mobile subsidiary, which has been licensed to
operate a GSM mobile network since April 2004.
On December 29, 2006, following an international competitive

privatization process, Maroc Telecom acquired 51% of Onatel.

Business activities
On April 29, 2009, Onatel was listed for trading on the COMPETITION AND MARKET SHARE
regional stock exchange in Abidjan, Ivor y Coast. This
enabled the Burkina Faso government to sell 23% of the Mobile market trends in Burkina Faso
telecommunications operator on the market.
Customer base (in thousands) Penetration rate
Onatel’s Extraordinary Shareholders’ Meeting of December 29, 20,000
2010 approved plans to merge with Onatel’s mobile subsidiary. 85%
80%
Since then, Onatel has become a global operator, benefiting 72%
15,000
from synergy between its Fixed-line, Mobile and Internet
businesses. Maroc Telecom’s representatives sit on the Board
10,000
of Directors of Onatel. Maroc Telecom has no Executive
Directors within these companies.
5,000
The consolidation methods for Onatel and its subsidiaries
are summarized in Notes 1, 2 and 28 to the consolidated 0
financial statements. In addition, chapter 2.3.4 “Related-party 2014 2015 2016
transactions” describes the type of financial flows between
Maroc Telecom and Onatel.
Burkina Faso Mobile market share at December 31, 2016
■■ Fixed-line telephony, data and internet 18%

telecel Faso
Onatel provides Fixed-line telephony services (voice and data)
and internet access to Retail customers, companies and the
public sector.
45%
Onatel lost its monopoly on basic services (domestic fixed- Onatel
line telephony, telex and telegraph) on December 31, 2005.
However, it currently remains the only fixed-line telephony 37%
operator in Burkina Faso. By contrast, Onatel competes with Airtel
other service providers in the Internet market. Source: Dataxis.
At end-December 2016, Onatel had a fixed-line customer At December 31, 2016, there were 15.7 million mobile
base of 75,727 lines, an increase of 1% over 2015 despite customers in Burkina Faso, representing a penetration rate
competition from Mobile services. The fixed-line penetration of 85%, down 5 point in one year and remains low in relation
rate is still low, at only 0.4% of the population at end- to the most developed countries in the region.
December 2016.
The market continued to grow in 2016, despite a decline
The operator also offers its customers broadband plans compared with the trend in previous years, which allows the
via its ADSL network. At end-December 2016, Onatel had three mobile operators in Burkina Faso to develop in parallel.
13,515 internet subscribers, down 9% from 2015 because These three operators were granted 3G licenses in 2012, for
of the impact of competition from 3G internet, an effective MAD 25 million each.
alternative to fixed-line internet. Of these customers, 64%
have ADSL broadband. At December 31, 2016, Onatel had 7.0 million mobile
customers (mainly prepaid), a year-on-year increase of 4%.
Onatel has therefore consolidated its leadership by investing in
capacity and coverage, accompanied by a targeted marketing
Onatel’s Mobile business, operated under the Telmob brand, strategy and better quality of service. The operator placed
provides prepaid and postpaid services. Mobile services are 123 new BTS online during the year, raising its total to 1,261.
offered for voice, value-added services (SMS, MMS, etc.), 3G
This per formance was achieved despite the economic
mobile internet and roaming. In 2013, Onatel launched its
slowdown following recent political crises in the country,
m-payment service under the Mobicash brand, as well as other
primarily thanks to its marketing policy.
3G services.

Business activities
PERFORMANCE MAIN REGULATORY OBLIGATIONS APPLYING TO ONATEL
The following table summarizes Onatel’s key operating data: Onatel is required to pay industry fees and contributions.
This includes the regulatory fee of 1% of revenues excluding
Unit 2014 2015 2016 interconnection charges, the annual contribution to training
Mobile customer base in thousand 5,468 6,760 7,017 and research of 0.5% of revenues excluding interconnection
charges, and a contribution of 2% of revenues excluding
Fixed-lines in thousand 81 75 76
interconnection charges to the Universal Service Fund.
Broadband access in thousand 16 15 14
In addition, Onatel pays fees for the use of frequencies and
■■ Seasonality numbers.
In Burkina Faso, the annual rainy season (August and In 2013, the 5% limit on the amount of fees and contributions
September) has a negative impact on sales and on network was lifted.
quality of service. This has repercussions for both fixed-line
Finally, since January 1, 2014, Onatel has paid a special
and mobile revenues.
tax on telecommunications operators equivalent to 5% of
their revenues, excluding Fixed-line services, international
■■ Regulations interconnection charges, and revenue from handset sales.
OVERVIEW ONATEL LICENSES

B u r k i n a Fa s o ’s c u r r e n t r e g u l a t o r y f r a m e w o r k f o r
Licenses Award Expiration
3
telecommunications was established by Law 061-2008/ and authorization date date Term
AN of November 27, 2008, as amended, relating to general
regulations for networks and electronic communication Fixed-line
authorization 12/29/2006 12/29/2026 20 years
services in Burkina Faso and its implementing decrees.
2G license 6/21/2010 6/21/2020 10 years
The Elec tronic Communic ations and Post al Ser vices 3G license 5/22/2013 5/22/2023 10 years
Regulator y Authorit y (Autorité de Régulation des
Communications Electroniques et de la Poste, hereinafter 2016 HIGHLIGHTS
“ARCEP”) is an independent public-sector administration under
the technical supervision of the Prime Minister’s office. Regulatory highlights for 2016:
It is responsible for ensuring that operators comply with ›› Renewal of call termination rates
their contract specifications, managing and controlling radio
frequencies, establishing and managing the national numbering The rates on mobile call terminations were renewed
plan, and managing conciliation and arbitration proceedings for 2016. Mobile call termination rates were FCFA 20/min
among telecommunications operators and between operators for all operators. However, mobile call termination rates fell
and consumers. to FCFA 15/min in 2017.
›› Determination of the relevant markets
The main implementing decrees of the Telecommunications
Law are: Decree 2010-451 of August 12, 2010, defining the Onatel was declared dominant in the market for national
general conditions for network interconnection and access to leased lines, access to mobile, fixed-line and SMS call
those networks; Decree 2010-245 of May 20, 2010, defining termination broadband wire services. In the retail markets,
the procedures and conditions attached to individual licenses, Onatel was declared to be dominant in the markets for
general authorizations, and declarations; Decree 2010- broadband wire services and national leased lines.
246 of May 20, 2010, establishing the rates and charging
arrangements for fees, contributions and expenses.

Business activities
3.2.2.4 GABON TELECOM ■■ Fixed-line telephony, data and internet
Gabon Telecom provides Fixed-line telephony services (voice

■■ Macroeconomic indicators and data) and internet access to Retail customers, companies
and the public sector.
2014 2015 2016
Gabon Telecom lost its monopoly on basic services (domestic
Population (in thousand) 1,586 1,608 1,881
fixed-line telephony, telex, and telegraph) on December 31,
GDP per capita (in USD) 21,620 21,394 19,252 2005. However, it currently remains the sole national fixed-
GDP growth +5.1% +3.5% +3.2% line operator in Gabon. By contrast, Gabon Telecom competes
Inflation +4.7% +0.6% +2.5% with other service providers in the internet and VSAT markets.
Source: IMF, October 2016. At end-December 2016, the operator had a fixed-line
Gabon Telecom SA is the incumbent operator in Gabon. customer base of 18,866 lines, an increase of 0.6%. The
It was formed from the break-up in 2001 of Office des fixed-line penetration rate still remains low, at only 1% at end-
Postes et Télécommunications pursuant to Law 004/2001 December 2016.
of June 27, 2001 on the reorganization of the postal and
Gabon Telecom also offers internet access via its fixed-
telecommunications sector.
line network (high-speed ADSL and fiber optic). At end-
In March 1999, Gabon Telecom created Libertis, its wholly December 2016, Gabon Telecom had 13,115 internet
owned mobile subsidiary, which obtained a second license subscribers, up 18% year-on-year.
to operate a GSM mobile telephony network in 2007. Until
Gabon Telecom has access to the SAT-3 submarine cable,
2006, Gabon Telecom was wholly owned by the Gabonese
which enables it to cover its own international bandwidth
government. In February 2007, following an international
needs and to offer international services (internet, voice) to
invitation to tender, the Gabonese government sold a 51%
other telecoms operators and Gabonese firms.
stake in the company to Maroc Telecom. The transaction was
finalized on December 23, 2010, following completion of the
agreements signed in 2008. ■■ Mobile telephony
Gabon Telecom’s Extraordinary Shareholders’ Meeting of Gabon Telecom’s Mobile segment, marketed under the Libertis
December 20, 2011 approved plans to merge with Gabon and Moov brands, provides prepaid and postpaid services and
Telecom’s Mobile subsidiary. Since then, Gabon Telecom has offers voice and data plans (mainly SMS and mobile internet).
become a global operator, capitalizing on the synergy between It also provides roaming services for its mobile subscribers
its Fixed-line, Mobile and Internet businesses. abroad for customers of foreign partner operators visiting
Gabon. In 2014, Gabon Telecom launched its m-payment
In addition, af ter t he acquisition of Moov Gabon in service under the Mobicash brand, as well as other 3G and
January 2015, and to comply with the country’s regulatory 4G services.
requirements, a merger between Gabon Telecom and Moov
Gabon was necessary.
The merger-absorption process for Gabon Telecom and Moov

Gabon was finalized in June 2016.
Maroc Telecom’s representatives sit on the Board of Directors

of Gabon Telecom. Maroc Telecom has no Executive Directors
within these companies.
The consolidation methods for Gabon Telecom and its

subsidiaries are summarized in Notes 1, 2 and 28 to the
consolidated financial statements. In addition, section 2.3.4
“Related-party transactions” illustrates the type of financial
flows between Maroc Telecom and the Gabon Telecom sub-
group.

Business activities
COMPETITION AND MARKET SHARE PERFORMANCE
Mobile market trends in Gabon The following table shows Gabon Telecom’s key operating
data:
4,000 Unit 2014 2015 2016
Mobile customer base in thousand 1,183 1,157 1,690
153% 151% 154%
3,000 Fixed-lines in thousand 18 19 19
2,000
■■ Seasonality
1,000
In Gabon, December and the summer months (July to
0 September) generally see a surge in activity due to end-of-
2014 2015 2016 the-year festivities (Christmas and New Year), holidays in the
country’s rural regions, family gatherings, the celebration of
national independence and the back-to-school period.
Mobile market share in Gabon at December 31, 2016
November, January and February, in contrast, are generally
8%
quiet months, the aftereffects of the summer and year-end
Azur
peaks.
59%
■■ Regulations 3
Gabon Telecom
OVERVIEW
33%
Airtel The regulatory framework for telecommunications in Gabon
was established by Act 005/2001 of June 27, 2001 regulating
Source: IMF & Dataxis. the telecommunications sector in the Gabonese Republic as
amended by Order 006/PR/2014 of August 20, 2014.
At December 31, 2016, there were 2.9 million mobile
customers (commercial customer base), representing a Agence de Régulation des Communications Électroniques
penetration rate of 154%, up 3 points in one year. et de Postes, the Electronic Communications and Postal
Services Regulatory Authority (hereinafter, “ARCEP”) is
The Gabon Mobile market is highly competitive, with three responsible for the regulation, control and monitoring of
operators for 2G networks. In addition to Gabon Telecom, the telecommunications sector. ARCEP is an independent
Airtel and Azur (network launched in mid-2009) are very administrative authority under the supervision of the Ministry
active in the country. Despite this competitive landscape, of the Digital Economy, Communication and Post Office and
Gabon Telecom had succeeded in capturing the leading the Ministry of Economy and Finance.
market share at end-December 2016, with market share of
59% (market share after the merger with Moov Gabon). The main laws governing the telecommunications sector
are: Order 08/PR /2012 of Februar y 13, 2012, on the
At December 31, 2016, Gabon Telecom had 1,690,192 creation and organization of ARCEP, as amended by Order
customers (almost all prepaid), a 5.8% increase (on a like- 005 of August 20, 2014; Decree 054 of June 15, 2005,
for-like basis). Gabon Telecom continued to build its mobile on interconnection procedures and infrastructure sharing;
network in 2016, raising its total number of BTS to 1,102. Decree 0844 of October 26, 2006, on duties, fees and
contributions payable by telecommunications operators.

Business activities
MAIN REGULATORY OBLIGATIONS APPLYING 3.2.2.5 SOTELMA

TO GABON TELECOM
Gabon Telecom is required to pay industr y fees and ■■ Macroeconomic indicators

contributions. These include a contribution to the Universal
Service Fund of an amount equal to 2% of revenues, net of 2014 2015 2016
interconnection charges for the Fixed-line business, and 1% Population (in thousand) 17,379 16,295 16,817
of revenues, net of interconnection charges, for the Mobile
business, plus a contribution to telecommunications research,
training and standardization of an amount equal to 2% of GDP growth 5.9% +5.0% +5.3%
revenues, net of interconnection charges. Inflation +1.5% +2.4% +1.0%
Source: IMF, October 2016.

In addition, Gabon Telecom is required to pay annual fees for
the use of radio frequencies and numbers. Sotelma SA is the incumbent operator in Mali: it emerged in
1990 from the break-up of the former Office des Postes et
The regulatory fees are capped at 5% of total revenues Télécommunications. The company was created by Order 89-
excluding interconnection charges for the Mobile business 32 of October 9, 1989 and ratified by Law 90-018 ANRM of
and at 6% of revenues excluding interconnection charges for February 27, 1990.
the Fixed-line business.
On July 31, 2009, following an international competitive
Finally, all operators pay a tax on incoming international calls. privatization process, Maroc Telecom acquired 51% of
The amount of this tax is FCFA 47/min. Sotelma. Maroc Telecom’s representatives sit on the Board
of Directors of Sotelma. Maroc Telecom has no Executive
GABON TELECOM LICENSES Directors within this company.
Licenses Award Expiration The consolidation methods for the Sotelma sub-group
and authorization date Date Term are summarized in Notes 1, 2 and 28 to the consolidated
Fixed-line
financial statements. In addition, chapter 2.3.4 “Related-party
authorization 2/9/2007 2/9/2022 15 years transactions” illustrates the type of financial flows between
2G license 5/15/2007 5/15/2017 10 years
Maroc Telecom and the Sotelma sub-group.
3G/4G license 3/2/2015 3/2/2025 10 years
■■ Fixed-line telephony, data and internet
2016 HIGHLIGHTS Sotelma provides Fixed-line telephony services (voice and
data) and internet access to Retail customers, companies and
Regulatory highlights for 2016:
the public sector.
›› Reduction in call termination rates and elimination of
To date, Sotelma is the most active operator in the Fixed-line
asymmetry
market.
decrease in the mobile call termination rate from
FCFA 18 to FCFA 14 for 2016; At end-December 2016, the operator had a fixed-line
the Gabon Telecom fixed-line call termination rate was customer base of 148,977 lines, an increase of 8.2%, primarily
set for 2016 at FCFA 15/min instead of FCFA 21/min. driven by the development of CDMA technology, which allows
The SMS termination rate was set at FCFA 3 instead of rapid nationwide expansion of coverage at a lower cost. The
FCFA 6. The national transit rate for 2016 was set at fixed-line penetration rate is still low, however, at only 0.9%
FCFA 7/min instead of FCFA 9/min in 2015. of the population at end-December 2016.
›› Gabon Telecom applied for renewal of its 2G license, which The operator is able to offer its fixed-line customers ADSL
expires in May 2017. broadband packages. It also offers internet access via its
›› Merger of Gabon Telecom and AT Gabon. CDMA network. At end-December 2016, Sotelma had 61,337
›› Signature of a universal service agreement between Gabon internet subscribers, a 6.4% increase, despite the impact of
Telecom and ARCEP to cover 29 villages not covered with competition from the Mobile segment.
Mobile services.
›› License awarded to Canal plus.

Business activities
■■ Mobile telephony PERFORMANCE
Sotelma’s Mobile business consists of prepaid and postpaid The following table summarizes Sotelma’s key operating data:
services through voice and data plans (mainly SMS and mobile
internet). It also provides roaming services for Sotelma mobile Unit 2014 2015 2016
subscribers abroad and for customers of foreign partner Mobile customer base in thousand 10,673 7,431 7,087
operators visiting Mali. Sotelma launched its m-payment Fixed-lines in thousand 130 138 149
service under the Mobicash brand in 2014.
COMPETITION AND MARKET SHARE

■■ Seasonality
Mobile market trends in Mali Telecommunications activity in Mali rises during the rainy
season, from June to September, when large numbers of
Customer base (in thousands) Penetration rate Malian students abroad return home for their summer
30,000 vacation. Other brief events give rise to major commercial
25,000 146 % opportunities, including religious holidays such as Tabaski
119 % 109 % (generally the day of the holiday and the following days)
20,000
and year-end holidays (December). However, mobile and fixed-
15,000 line traffic falls substantially in the month of Ramadan, except
for the last few days.
10,000
3
5,000 ■■ Regulations
0
2014 2015 2016
Source: IMF & Dataxis. OVERVIEW
Mobile market share in Mali at December 31, 2016

The regulator y framework for telecommunications in
Mali is n ow gover n e d by O rder 2011- 023/P- R M of
September 28, 2011 on telecoms and information and
communication technologies in Mali and Order 2011-
024/P-RM of September 28, 2011 on the regulations of
39% 61% the telecommunications sector. These two orders abrogate
Sotelma Orange Order 99-043/P-RM of September 30, 1999, and all previous
regulatory provisions to the contrary.
The Malian Regulatory Authority for Telecommunications

Source: Dataxis. and Postal Services (Autorité Malienne de Régulation des
Télécommunications et des Postes, AMRTP), created by
At December 31, 2016, the Mali market had 18.4 million Order 2011-024, is an independent governmental body under
mobile customers, representing a penetration rate of 109%. the supervision of the Ministry of Postal Services and New
Technologies.
Two mobile operators are currently active in Mali. Sotelma
and Orange have 2G and 3G licenses there. The third mobile The main provisions adopted to date under the Order on
license, granted to the Planor Group, which operates in Mali Telecommunications are Decree 2011-867 of December 20,
under the name Alpha Telecom, was confirmed in 2013. The 2011 laying down the detailed rules for implementation of
Mobile services of this new rival had not yet been launched national roaming and Decree 2011-872 of December 30, 2011
as at end-December 2016. on the sharing of infrastructure.
At December 31, 2016, Sotelma had 7.1 million mobile

customers, a 4.6% decrease from a year earlier. The regulatory
requirement for customer identification continues to adversely
affect the growth of the mobile customer base, which is almost
entirely prepaid.

Business activities
MAIN REGULATORY OBLIGATIONS APPLYING TO SOTELMA

Ivory Coast
S otelma is re quire d to pay a set of se c tor fe e s and
contributions. Since 2013, Sotelma has been paying a total
contribution of 2% of its revenues, net of interconnection ■■ Macroeconomic indicators
charges, plus annual fees for the use of radio frequencies and
2014 2015 2016
numbering resources.
In addition, following the enactment of the law increasing GDP per capita (in USD) 3,101 3,304 3,581
the Tax on Access to Public Telecommunications Networks GDP growth 7.9% 8.2% 8.0%
(TARTOP), this tax is now 5% of total revenues. As a reminder,
Inflation 0.4% 1.6% 1.0%
the tax was introduced in 2013 and had previously been set at
2% of revenues, excluding interconnection charges, product Source: IMF, October 2016.
sales and equipment rental (fixed-line and mobile) and services
relating to incoming international traffic. ■■ Mobile telephony
SOTELMA LICENSES COMPETITION AND MARKET SHARE
Licenses Award Expiration Market trends in Ivory Coast

Fixed-line license, Customer base (in thousands) Penetration rate
2G, 3G 7/31/2009 7/31/2024 15 years 30,000 118%
107%
25,000 97%
2016 HIGHLIGHTS
20,000
Regulatory highlights for 2016: 15,000
›› The project to increase the Operator contribution rate to 10,000
the Universal Access Fund, which rises from 1% to 2% of
5,000
the revenue excluding interconnection costs as of August 1,
2017. 0
2014 2015 2016
›› The adoption by the Council of Ministers on November 16, Source: IMF & Dataxis.
2016 of a decree governing licensing rules, which would
end any possibility of free renewal of a license, and sets the Ivory Coast market share at December 31, 2016
conditions for bringing existing licenses and specifications
into compliance.
24%
›› Slight decrease in mobile and fixed-line call termination
Moov Côte d'Ivoire
rates for the 2016-2017 period.
›› In 2016, the mobile call termination rate dropped from 43%
FCFA 16.80 to FCFA 16/min and the fixed-line call Orange Côte d'Ivoire
termination rate fell from FCFA 18.80 to FCFA 18/min.
33%
›› For 2017, the mobile call termination rate has been set MTN Côte d'Ivoire
at FCFA 15.8/min and the fixed-line call termination rate
Source: Dataxis.
at FCFA 17.5/min.
Moov Côte d’Ivoire’s Mobile business consists of prepaid and

3.2.2.6 MOOV OPERATORS postpaid services through voice and data (mainly SMS) plans.
It also provides roaming services for its mobile subscribers
On Januar y 26, 2015 Maroc Telecom completed the abroad and for customers of foreign partner operators visiting
acquisition of Etisalat’s subsidiaries in Benin, Ivory Coast, Ivory Coast. To provide these services, Moov Côte d’Ivoire
Gabon, Niger, the Central African Republic and Togo. In terms relies on a network of 2,292 BTS throughout the country,
of business activity, these subsidiaries only have operations in offering 2G, 3G and 4G technology (commercial rollout of 4G
the Mobile segment, divided into prepaid and postpaid. in June 2016). Moov Côte d’Ivoire also offer an m-payment
service under the brand Moov Money.
This acquisition also included Prestige Telecom, which provides
IT services on behalf of Etisalat’s subsidiaries in those countries.

Business activities
At December 31, 2016, Ivory Coast had 28.7 million mobile to 0.5% of its revenue; the universal service contribution equal
customers, representing a penetration rate of 118%, up to 2% of its revenue, as well as the fees for the use of radio
10 points in one year. frequencies and numbering resources.
In this market, two major operators are active alongside Moov In addition to these royalties and contributions, there is a tax
Côte d’Ivoire: Orange Côte d’Ivoire and MTN Côte d’Ivoire, on communications equal to 3% of their price before tax, and
following the market consolidation in April 2016. a tax on telecommunications companies set at 5% of revenue
before tax (including interconnection receipts and income). AT
PERFORMANCE CI is also subject to a tax for the promotion of culture in the
amount of 0.2% of revenue.
The following table summarizes the main operational data of
AT Côte d’Ivoire: AT CÔTE D’IVOIRE LICENSES
Unit 2014 2015 2016 Licenses Award Expiration

Mobile customer base in thousand 3,946 5,151 6,840 and authorization date Date Term
Global license March 2016 March 2033 16 years
At December 31, 2016, Moov Côte d’Ivoire had 6.840 million
mobile customers (mainly prepaid), a year-on-year increase
2016 HIGHLIGHTS
of 33% despite the heightened competition and customer
identification requirement. The market share of Moov Côte Regulatory highlights for 2016:
d’Ivoire rose 4 point over 2015 to reach a 24% share at end-
December 2016. ›› Award of a Global Mobile license to AT Côte d’Ivoire
■■ Regulations
Award of global licenses to three operators: Orange CIV 3
and MTN CIV, whose 2G licenses expired on April 1, 2016,
and AT CI, whose license expired on March 21, 2016. The
OVERVIEW cost of the global license was set at FCFA 100 billion.
AT CIV paid 50% of the license fee in December 2015.
The regulatory framework for telecommunications in Ivory
The remainder will be paid in three annual installments
Coast is governed by Order 2012-293 of March 21, 2012 on
(March 2017, March 2018 and March 2019).
telecommunications and information and communications
technology. ›› Reduction in fixed-line and mobile call termination rates
The Ivory Coast Regulatory Authority for Telecommunications The ARTCI renewed the 2015 mobile call termination rates
(ARTCI) is an independent administrative authority in charge of for 2016, which is FCFA 24/min for voice and FCFA 8/
regulation on behalf of the state. SMS. For 2017, the mobile call termination rates dropped
to FCFA 19/min.
The main legislative instruments adopted to date pursuant to
the Order concerning telecommunications are: Decree 2012- ›› Government approval to award a fourth global license
934 of September 19, 2012 relating to the organization and
functioning of ARTCI; Decree 2013-300 of May 2, 2013 The Ivory Coast Government agreed in September 2016
relating to interconnection of telecommunications networks to award a fourth License to Société Postale de
and services and local loop unbundling; Decree 2014-104 of Télécommunications et de Technologie de l’Information et
March 12, 2014 ratifying the specifications of concession and de la Communication de la Libye (LPTIC) and withdraw the
license holders for the establishment of telecommunications licenses of GreenN, Warid, Comium and café Mobile.
networks and provision of telecommunications/ICT services;
Decree 2015-80 of February 4, 2015 defining the categories ›› The regulator made decisions on the delimitation of the
of Telecommunications/ICT activities and laying down the relevant markets and the designation of dominant operators
rules for access to scarce resources.
MTN and Orange were declared dominant, primarily in
the Voice and Internet Mobile market, with an obligation
MAIN REGULATORY OBLIGATIONS APPLYING to publish a national roaming reference of fer. IHS
TO AT CÔTE D’IVOIRE (tower operator) was declared dominant in the hosting
infrastructure market.
AT CI is subject to various sector fees and contributions. These
include the annual regulatory fee equal to 0.5% of its revenue;
the Research, Training and Normalization Contribution equal

Business activities
Moov Benin’s Mobile business consists of prepaid and

Benin postpaid services through voice and data (mainly SMS) plans.
It also provides roaming services for its mobile subscribers
■■ Macroeconomic indicators abroad and for customers of foreign partner operators visiting
Benin. In addition to 3G service, Moov Benin also offers the
2014 2015 2016 m-payment service under the Flooz brand.
Population (in thousand) 10,592 10,862 11,128 At December 31, 2016, Benin had 8.9 million down mobile
GDP per capita (in USD) 1,875 1,948 2,185 customers, representing a penetration rate of 80%, up 6 in
GDP growth 5.4% 5.5% 4.6% one year.
Inflation -1.1% 0.5% 0.6%
In this market, three other operators are active alongside Moov
Source: IMF, October 2016. Benin: MTN Benin, Glo Mobile Benin and Benin Telecoms.
■■ Mobile telephony PERFORMANCE
COMPETITION AND MARKET SHARE The following table shows Moov Benin’s key operating data:
Market trends in Benin Unit 2014 2015 2016

Mobile customer base in thousand 2,866 3,266 3,727
15,000 At December 31, 2016, Moov Benin had 3.727 million
82% 86% 80% mobile customers (mainly prepaid), a year-on-year increase
12,000 of 14%. Moov Benin had a market share of 40% at the end of
September 2016. The operator placed 129 new BTS on line
9,000
during the year, bringing the total to 870.
6,000
■■ Regulations
3,000
0 OVERVIEW
2014 2015 2016
Source: IMF & Dataxis. The regulatory framework for telecommunications in Benin
is governed by Law 2014-14 of July 9, 2014 on electronic
Benin market share at December 31, 2016 communications and postal services in the Republic of Benin.
1% The Regulatory Authority for Electronic Communications

12% Benin Telecom and Postal Services (ARCEP) is in charge of the regulation,
Glo Mobil Benin control and monitoring of the telecommunications sector, in
accordance with Decree 2014-599 of October 9, 2014 on
the powers and organization of ARCEP, adopted pursuant to
46% Law 2014-14. In addition, the main legislative instruments
MTN Benin now in force are Decree 2010-273 of June 11, 2010 and
42%
Decree 2011-583 of September 5, 2011 relating to the
Moov Benin
identification requirement and Decree 2015-455 amending
Source: Dataxis.
the 2015 Budget Act and introducing new taxes and royalties
for the sector.

Business activities
MAIN REGULATORY OBLIGATIONS APPLYING TO ETISALAT

BENIN Togo
Etisalat Benin is required to pay various sector fees and
contributions. These include the annual contribution to finance ■■ Macroeconomic indicators
universal service access capped at 1% of its revenue, excluding
2014 2015 2016
interconnection charges, the regulatory fee of a maximum
1% of revenue excluding interconnection charges, the annual Population (in thousand) 6,998 7,182 7,509
contribution to training and research up to a maximum of 0.5% GDP per capita (in USD) 1,452 1,506 1,546
of its revenue excluding interconnection charges, and the GDP growth 5.0% 5.4% 5.3%
territorial development and environmental protection fee of Inflation 0.2% 1.9% 2.1%
0.5%.
Under a decree notified to operators on September 17, 2015,
Etisalat is now also subject to the payment of a development ■■ Mobile telephony
levy equivalent to 2% of its revenues net of interconnection
charges. The decree also increases taxes on outbound traffic COMPETITION AND MARKET SHARE
(from FCFA 2 to FCFA 5/min) and international incoming traffic
(from FCFA 23 to FCFA 53/min), as well as introducing an SMS Market trends in Togo
tax of FCFA 2.
ETISALAT BENIN LICENSES 8,000
3
7,000
Licenses Award Expiration 6,000 71%
64%
and authorization date Date Term 59%
5,000
Mobile 6/7/2013 6/7/2033 20 years 4,000
3,000
2016 HIGHLIGHTS 2,000
1,000
0
2014 2015 2016
›› Notification of invoices for the annual fees for use of Source: IMF & Dataxis.
frequencies for the years 2013, 2014, 2015 and 2016 for
a total of FCFA 17.863 billion, while Etisalat Benin considers Togolese market share at December 31, 2016
that it’s exempt from the payment of said fees.
›› The ARCEP decision to lower mobile call termination rates
from FCFA 27/min to FCFA 10/min beginning in 2017.
›› The declaration of Etisalat Benin as a dominant operator in
46% 54%
the mobile broadband retail market and in the mobile call
Moov Togo Togocell
termination wholesale market.
›› The adoption of a decree on customer identification.
›› The adoption of a sector policy statement defining the
structural reforms planned by 2021, relating primarily to Source: Dataxis.
the simplification of the taxation system.
Moov Togo’s Mobile business consists of prepaid and postpaid
services through voice and data (mainly SMS) plans. It also
provides roaming services for its mobile subscribers abroad
and for customers of foreign partner operators visiting Togo.
To provide these services, Moov Togo relies on a network
of 599 BTS, including 113 3G BTS, located throughout the
country. Moov Togo launched 3G during the summer of 2016.
An m-payment service under the Flooz brand is also offered.

Business activities
At December 31, 2016, Togo had 5.4 million mobile customers, The main legislative instruments adopted to date to implement
representing a penetration rate of 71%, up 7 points in one the Telecommunications Act are Decree 2014-088/PR of
year. March 31, 2014 governing the legal arrangements applicable
to electronic communications and Decree 2014-112/PR of
Two mobile operators are currently active in Togo: Moov Togo April 30, 2014 on interconnection and access to electronic
and Togocell. communications networks.
PERFORMANCE MAIN REGULATORY OBLIGATIONS APPLYING TO AT TOGO
The following table summarizes the main operational and AT Togo is required to pay annual operating royalties
financial data of AT Togo: e q u i v a l e nt to 3 % of t a x a b l e a n n u a l re ve n u e s . T his
contribution is allocated as follows: 66.66% for the universal
Unit 2014 2015 2016 telecommunications service, 22.23% for regulation and
Mobile customer base in thousand 1,920 2,141 2,463 11.11% for telecommunications research and development.
At December 31, 2016, Moov Togo had 2.463 million mobile

AT TOGO LICENSES
customers (almost all prepaid), a year-on-year increase of 15%,
with a market share of 46%. Licenses Award Expiration
■■ Regulations 2G December 2009 December 2021 12 years
3G* January 2016 December 2021 6 years
OVERVIEW
* 2G license extended to include 3G.
The regulatory framework for telecommunications in Togo
is governed by Law 2012-018 of December 17, 2012 on 2016 HIGHLIGHTS
electronic communications, as amended by Law 2013-003 of
February 19, 2013.
›› The award of a 3G license by extension of the 2G license:
The Telecommunications Regulatory Authority (Autorité de
signature of the order awarding the 3G license by extension
Régulation des Télécommunications, ART&P) is a legal entity
of the 2G license for a term of six years in consideration for
with independent management and financial autonomy. It is
FCFA 3,725,242,009.
under the technical supervision of the ministry responsible for
the telecommunications sector. The responsibilities of ART&P ›› The reduction of call termination rates from FCFA 30/min
include implementing and monitoring the application of the to FCFA 20/min as from July 1, 2016.
legislation in force. ›› The government’s decision to initiate negotiations for the
award of 4G licenses to Togolese operators and the start
of these talks with the operators.

Business activities
In this market, three operators are active alongside Moov

Niger Niger: Airtel Niger, Orange Niger and Niger Telecom (formed
on September 28, 2016 by the merger of two Nigerien state-
■■ Macroeconomic indicators owned telecom companies Sonitel and Sahelcom).
2014 2015 2016 PERFORMANCE

The following table shows Moov Niger’s key operating data:
GDP growth 5.0% 5.4% 5.2% Unit 2014 2015 2016
Inflation 0.2% 1.9% 1.6% Mobile customer base in thousand 605 810 1,418
At December 31, 2016, Moov Niger had 1.418 million mobile
customers (mainly prepaid), a year-on-year increase of 75%.
The market share of Moov Niger rose 7 points in one year to
reach 19% at end-December 2016.
Market trends in Niger

■■ Regulations
Customer base (in thousands) Penetration rate OVERVIEW

10,000
The regulatory framework for telecommunications in Niger
8,000
35%
39%
42% is governed by Order 99-045 of October 26, 1999 on the
regulation of telecommunications, as amended by Order
3
6,000 2010-89 of December 16, 2010.
4,000 The Regulatory Authority for Telecommunications and Postal
Services (ARTP) is responsible for regulating, controlling and
2,000
monitoring the telecommunications sector, in accordance with
0
Law 2012-70 of December 31, 2012.
2014 2015 2016
Source: IMF & Dataxis. T h e main l e g islat i ve ins t r um ent s im p l em ent ing t h e
Te l e co m m u n i c at i o n s L aw a re D e c re e 2 0 0 0 -399 of
Nigerian market share at December 31, 2016 October 20, 2000 relating to the general terms and conditions
of interconnection, Decree 2000-371 laying down the terms
5% for setting and monitoring rates for telecommunications
Sonitel services and Decree 2012-527 of December 6, 2012 on the
19%
Moov Niger sharing of infrastructure.
MAIN REGULATORY OBLIGATIONS APPLYING TO AT NIGER

54%
22% Airtel Niger AT Niger is required to pay various sec tor fees and
Orange Niger contributions. These include an annual universal-service
Source: Dataxis.
contribution of no more than 4% of revenues, net of taxes.
It is also required to pay regulatory fees of no more than
Moov Niger’s Mobile business consists of prepaid and postpaid 2% of revenues, net of taxes, and an annual research and
services through voice and data (mainly SMS) plans. It also training contribution of no more than 1% of revenues, net of
provides roaming services for its mobile subscribers abroad interconnection charges.
and for customers of foreign partner operators visiting Niger.
AT Niger is also subject to a Tax on the Use of Telecommunications
To provide these services, Moov Niger relies on a network
Networks (TURTEL) equal to 3% of revenue excluding
of 313 BTS located throughout the country. An m-payment
interconnection charges, and a tax on incoming international traffic
service under the Flooz brand is also offered.
equivalent to FCFA 88/min since July 1, 2016 (it was previously
At December 31, 2016, Niger had 7.6 million mobile customers, FCFA 67.5/min).
representing a penetration rate of 42%, up 2.4 points in one year.

Business activities
AT NIGER LICENSES
Central African Republic
Licenses Award Expiration
■■ Macroeconomic indicators
2G/3G December 2015 December 2030 15 years
2014 2015 2016

2016 HIGHLIGHTS Population (in thousand) 4,701 4,794 4,888
Regulatory highlights for 2016: GDP per capita (in USD) 609 637 656
GDP growth 1.0% 5.5% 5.2%
›› Renewal of the 2G license and award of a 3G license Inflation 11.5% 5.7% 4.0%
On December 14, 2015, AT received notification of the Source: IMF, October 2016.

decree renewing its 2G license and awarding it a 3G license
for a period of 15 years. The cost of the 2G/3G license is ■■ Mobile telephony
FCFA 34 billion.
›› Increase in the tax on incoming international traffic
On July 2, 2016, a decree notified to the operators stipulated Market trends in Central African Republic
a new increase in the tax on incoming international traffic
from FCFA 67.5 to FCFA 88/min, which took effect on Customer base (in thousands) Penetration rate
July 1, 2016 under the Supplementary Budget Act. 2,000
25%
20% 19%
›› Regulation of the mobile wholesale and retail markets 1,500
Pursuant to decisions of February 3, 2016, Airtel was

1,000
designated a dominant operator in the Mobile market,
the ban on on-net/off-net rate differentiation for the
dominant operators was established, and asymmetry 500
in call termination rates was granted in favor of non-
dominant operators (Airtel call termination of FCFA 12 0
2014 2015 2016
versus FCFA 20 for the other operators). Source: IMF & Dataxis.
›› On-net / off-net tariff differentiation

CAR market share at December 31, 2016
In August 2016, Orange was declared a dominant operator
along with Airtel, the ban on on-net/off-net differentiation 15% 23%
was lifted for the dominant operators, and the already reduced Moov Centreafrique Telecel RCA
asymmetry (Airtel and Orange call terminations at FCFA 12.5
vs FCFA 16.5 for the other operators) was removed.
19% 42%
Azur RCA Orange Centreafrique
Source: Dataxis.

Business activities
Moov Centrafrique’s Mobile business consists of prepaid and of October 29, 2010; Decree 020/MPTNT/09 of July 31, 2009
postpaid services through voice and data (mainly SMS) plans. defining the regulatory fee procedures for existing licenses
It also provides roaming services for its mobile subscribers for the establishment and operation of telecommunications
abroad and for customers of foreign partner operators visiting networks and services throughout the national territory;
the Central African Republic, and offers an m-payment service and Order 489/MPTNT/DIRCAB/DGART of November 17,
under the Flooz brand. 2008 stipulating the general conditions for the establishment
and operation of public telecommunications networks and
At December 31, 2016, the Central African Republic had services.
953 thousand mobile customers, representing a penetration
rate of 19%. The process of notification of the regulatory framework, which
was suspended following the events in the Central African
In this market, three operators are active alongside Moov Republic, was relaunched and is expected to be finalized in
Centrafrique: Telecel RCA, Orange Centrafrique and Azur 2017.
RCA.
MAIN REGULATORY OBLIGATIONS APPLYING
PERFORMANCE TO AT CENTRE AFRIQUE
The following table shows Moov Centrafrique’s key operating AT Centre Afrique is required to pay sector contributions and
and financial data: royalties, which may not exceed 3.5% of its annual revenue,
and pays a tax on incoming international traffic in the amount
Unit 2014 2015 2016 of FCFA 40/min.
Mobile customer base in thousand 605 810 144
3
On December 14, 2015, AT Centre Afrique signed the
At December 31, 2016, Moov Centrafrique had 144 thousand contract specifications for its technologically neutral license,
mobile customers (almost all prepaid), a year-on-year decrease the riders to which are currently being negotiated.
of 3%. Moov Centrafrique had a market share of 15% at end-
December 2016. AT CENTRE AFRIQUE LICENSES
■■ Regulations Licenses Award Expiration

OVERVIEW Global mobile June 2008 June 2038 30 years
The legal framework applicable to the electronic communications 2016 HIGHLIGHTS

sector in the Central African Republic is essentially based on
Law 07.020 of December 28, 2007 on the regulation of Regulatory highlights for 2016:
telecommunications in the Central African Republic and
Law 07.021 of December 28, 2007 on taxes and royalties for ›› The process to revise the law governing electronic
the operation of telecommunications networks and services communications in the Central African Republic was resumed.
applicable throughout the national territory. ›› The process to amend the regulatory framework, suspended
following the events in the Central African Republic, was
Agence de Régulation des Télécommunications (ART ), restarted and is expected to be finalized in 2017.
t h e Te l e c o m m u n i c a t i o n s Re g u l a t o r y A g e n c y, i s a n
›› The decision to suspend national interconnection and
independent public agency under the supervision of the
international traffic was challenged.
Telecommunications Minister.
›› The payment of a portion of the arrears on the regulatory
The principal implementing texts of the laws of December 28, fees and contributions, as well as on the incoming
20 07 are: Decree 09.209 defining the conditions for international traffic tax.
implement ation of 07.020; Order 013/MPTNT/09 of ›› The establishment of a new tax on incoming international
December 3, 2009 establishing the international receiving traffic, which is now EUR 0.40/min as from December 2, 2016.
rates for the Central African Republic, amended by Order 013

Legal and arbitration proceedings
3.2.2.6 CASANET ›› Cloud services:

hosting;
A wholly owned Maroc Telecom subsidiary, Casanet is a major integration of SMS campaign solutions;
player in New Information and Communication Technologies GPS technology;
(NICT) in Morocco. These services are organized into networks
collaboration;
and systems, IT solutions, Cloud Computing and online content
and services. My Cloud.
›› Networks and Systems: ›› Online Content and services:

networks; production of digital content and online services for
Menara.ma (editorial team of the online newspaper
security;
Menara.ma, various services for the public such as
systems; Menara Jobs, Menara Real Estate and classified ads);
seamless communications. online directory service www.pj.ma;
›› IT solutions: mobile sites.
specific development;
business solutions (CRM tool).
3.3 Legal and arbitration proceedings

To the Company’s knowledge, there are no pending or as a shareholder of Telecel Benin during the period of 2002-
potential government, legal, or arbitration proceedings that 2007. Note that Telecel Benin is not one of the companies
may have or have had in the past 12 months a significant that Itissalat Al Maghrib acquired from Etisalat Group in 2015.
effect on the Company and/or the Group’s financial position
or profits, with the exception of the following disputes: SARCI has taken measures to enforce this decision against
Itissalat Al Maghrib subsidiaries (Etisalat Benin, Atlantique
Telecom Togo SA and Atlantique Telecom Centrafrique SA).
■■ SARCI SARL dispute (subsidiary)
However, Itissalat al Maghrib considers these enforcement
A disp u te b et we en S o ciété Af r ic ain e d e s Relat io ns measures to be unfair on the grounds that these subsidiaries
Commerciales et Industrielles (SARCI) and Atlantique have no direct involvement with the original dispute. It has
Telecom SA , a subsidiar y of Etisalat Group, resulted in therefore commenced defense proceedings, some of which
an arbitral award ordering the latter to pay damages of have already led to the measures being lifted.
FCFA 271,957,733,645 (around MAD 4.5 billion), plus
Furthermore, Etisalat Group has commenced proceedings to
interest, for the loss that SARCI estimates that it incurred
set aside the initial arbitral award that prompted these actions.

Risk factors
3.4 Risk factors

This chapter describes the major risks faced by the Company, same negative effect and investors could lose all or part of
given the specific nature of its business, its structure and its their investment.
organization.
In addition to all the other information in this Registration
These risks can be divided into three categories: Document, investors should carefully consider the risks
described below before deciding to invest in the Company.
›› business risks (section 3.4.1); Should one or more of these risks materialize, the operations,
›› regulatory risks (section 3.4.2); financial position, results and development of the Company
›› market risks (section 3.4.3). could be adversely affected.
The Company conducted a review of the risks that could have Maroc Telecom is involved in legal proceedings and litigation
a material adverse effect on its business, financial position or with competitors or other parties. The outcome of these
results (or on its ability to achieve its objectives) and considers proceedings is generally uncertain and could materially affect
that there are no material risks, other than those described below. the results and financial position of the Company.
Furthermore, other risks not yet identified or currently The main disputes in which Maroc Telecom is involved are
considered insignificant by Maroc Telecom could have the described in section 3.3. “Legal and arbitration proceedings.”
3.4.1 BUSINESS RISKS

3
MAROC TELECOM’S FUTURE REVENUES AND RESULTS ARE HIGHLY DEPENDENT
ON THE ECONOMIES OF THE COUNTRIES IN WHICH IT OPERATES
M a ro c Te l e co m’s co re b u si n e s s is t h e p rov isi o n of in the economy could have a negative impact on increases in
telecommunications services, including the provision of the number of users or in usage rates for mobile, fixed-line and
international telecommunications services. Consequently, Internet telephone services, which could adversely affect the
the Group’s revenues and profitability depend significantly growth and profitability of the Group’s business activities or
on developments in consumer telecoms spending and might even result in a drop in revenues and results.
international call traffic. Telecom services usage trends are
closely connected to changes in economic conditions in the Acts of terrorism or war, whether in Morocco or elsewhere,
countries concerned and, more particularly, in the disposable could significantly affect the economy in general (caused
incomes of the population and in the economic activity of particularly by a decline in tourism). Maroc Telecom cannot
businesses. A contraction of or slower-than-anticipated growth anticipate the consequences of possible acts of terrorism or war.

Risk factors
MAROC TELECOM FACES INCREASED COMPETITION IN THE MAIN MARKETS IN WHICH

IT OPERATES, WHICH COULD RESULT IN A LOSS OF MARKET SHARE AND LOWER
REVENUES FOR MAROC TELECOM
The business activities of the Maroc Telecom Group are network due to the operational implementation of unbundling.
subject to fierce competition, which could further intensify The competitors are able to offer multiple-play services from
with the liberalization of the main markets in which the their unbundled access.
Company operates. This competition puts pressure on Maroc
Telecom and its subsidiaries, which could lead to the Group Maroc Telecom is also be subject to an obligation to share
introducing new reductions in rates, increasing loyalty costs all its passive infrastructure (including optical fiber), which
and implementing promotional offers, which could lead to risks significantly reducing the competitive advantage it
reduced revenues and results for the Group. could derive from its investments, especially in high-speed
broadband (and FTTH in particular), if this obligation is not
To meet, or even anticipate market needs and expectations, imposed on equitable terms and conditions.
the Group must make significant new investments, although
it is not possible to ensure that the products and services Maroc Telecom could lose its competitive advantage in
thus developed and offered will not become obsolete in the terms of coverage in the Mobile market as a result of the
short term. implementation of national roaming in PACT areas and, if the
proposed amendment to Law 24-96 is adopted in its current
Note that since 2016, Maroc Telecom faces competition in form, in the rural areas and roads selected by the ANRT.
voice and data services provided from the fixed-line copper
IF THE GROUP IS UNABLE TO CONTROL ITS COSTS, ITS FINANCIAL POSITION COULD
BE AFFECTED
If the Group is unable to control costs, its operating margins Maroc Telecom’s constant objective is to update its cost
and earnings could be adversely affected. structure, in particular its sales costs and overheads. Maroc
Telecom has adopted several voluntary termination plans and
is continually taking steps to generate savings in its purchases
and its network costs.
MAROC TELECOM DEPENDS ON THE RELIABILITY OF ITS INFORMATION SYSTEMS.

FAILURE OR DAMAGE AFFECTING SOME OR ALL OF ITS SYSTEMS COULD RESULT
IN A LOSS OF CUSTOMERS AND A DROP IN REVENUES
Maroc Telecom is paid for its services only insofar as it An accident entailing the total or partial destruction of these
has reliable information systems, including collection and systems (natural disasters, fire or acts of vandalism) would
billing systems, and succeeds in protecting and ensuring automatically activate a backup information system.
the operating continuity of its IT systems. Maroc Telecom
has established a security policy for its information systems Since the critical data systems are synchronized in real time
that allows it to deal with ordinary disruptions in computer by means of replication between production and emergency
operations (unauthorized access, power cuts, theft, hardware platforms, the risk of losing data and being unable to bill
crashes, etc.) and to secure uninterrupted service. customers and recover outstandings from them is now marginal.
Maroc Telecom currently has a Business Recover y and Since inception, the plan has been, and is, tested and evaluated
Continuity Plan for its critical information systems – i.e., those annually by simulating a situation where the information
that have a direct impact on its revenues, such as systems systems are totally unavailable.
for collecting data on taxes, sales and billing information for
For some subsidiaries, the risk of information-systems failure
its three product lines: fixed-line, mobile and internet. The
concerns the lack of a Business Recovery and Continuity Plan
plan also covers administrative systems for calculating inter-
(BRCP) in the event of a major incident impacting the only data
operator settlements, in Morocco and internationally, and for
processing center currently available. However, data backup/
purchasing and financial management.
recovery is carried out regularly to minimize this potential impact.
Although difficult to quantify, the impact of such an event could
result in customer dissatisfaction and lower revenues.

Risk factors
DISRUPTIONS TO TECHNICAL NETWORKS COULD RESULT IN A LOSS OF CUSTOMERS

AND LOWER REVENUES
The Maroc Telecom Group can only provide services to services to its customers and adversely affect revenues and
the extent that it is able to protect its telecommunications results from operations. Such disruptions may also result in
networks from damage caused by disruptions, power failures, harm to the image and reputation of the Company and/or
computer viruses, natural disasters, theft and unauthorized its subsidiaries, which, in particular, could lead to a loss of
access. Any disruption of the system, accident or breach customers. In addition, the Group may have to incur additional
of security measures that would cause interruptions in costs to repair the losses or harm caused by these disruptions.
the Group’s operations might affect its ability to provide
MAROC TELECOM’S INDIRECT DISTRIBUTION NETWORK IS A STRENGTH

THAT COULD BE WEAKENED IF MAROC TELECOM WERE UNABLE TO MAINTAIN IT
Maroc Telecom has an extensive distribution network network participants, or if its indirect distribution network
consisting of a direct network of branches and an indirect were jeopardized for other reasons, including the action of
network consisting of phone stores, resellers and partners, competitors, or if the managers of telestores failed to comply
and an independent network (see section 3.2.1.5 “Distribution, with the exclusivity agreements with Maroc Telecom and
advertising”). distributed products competing with those of Maroc Telecom,
the distribution network could be weakened and the activity
If Maroc Telecom were unable to maintain its close relationships,
3
and results of the Company could be significantly affected.
or to renew its distribution agreements, with its indirect
CONTINUED AND RAPID CHANGES IN TECHNOLOGY COULD INTENSIFY COMPETITION

OR REQUIRE MAROC TELECOM TO MAKE SIGNIFICANT ADDITIONAL INVESTMENTS
Many services offered by Maroc Telecom and its subsidiaries reasonable cost, or it may not be able to compete with its
make extensive use of technology. The development of new competitors. Moreover, it cannot be excluded that the new
technologies could render some of the Company’s services technologies in which the Company may choose, or be forced,
uncompetitive. to invest will affect its ability to achieve its strategic objectives.
As a result, Maroc Telecom may then lose customers, fail to
To respond to changes in the telecoms sector and to the attract new customers, or be obliged to incur significant costs
expectations of demanding customers in terms of price to maintain its customer base, which might have a negative
and quality, the Group must adapt its networks and its effect on its business activities, its operating revenues and
technologies and develop new products and services at a its results.
ALTERNATIVE MEANS OF COMMUNICATION COULD LEAD TO A DECREASE

IN THE UTILITY, OR EVEN THE OBSOLESCENCE, OF THE MOBILE AND THE FIXED‑LINE
NETWORK, WHICH COULD RESULT IN THE LOSS OF COMPETITIVE ADVANTAGE
AND SIGNIFICANTLY REDUCE THE COMPANY’S REVENUES
The Company has already been faced with the phenomenon The Company’s Fixed-line and Mobile telephony business
of the shift from fixed-line to mobile, compounded by the may be affected by the growth of these gateways. The
use of alternative technologies: for example, GSM gateway Mobile business could also be affected by other alternative
services, which compete with Fixed-line voice services to m e a n s of c o m m u n i c a t i o n , p a r t i c u l a r l y Vo I P. T h e s e
corporate customers; or limited-mobility services, which alternative technologies could jeopardize the usefulness
compete with telestores. of the infrastructure or of its business model, which could
significantly affect the Company’s revenues and results.

Risk factors
POTENTIAL HEALTH RISKS PRESENTED BY NETWORKS, MOBILE PHONES, AND WI-FI

TERMINALS
In recent years, concerns have been expressed internationally intensity of electromagnetic waves from antennas, the results
about the potential risks to health of electromagnetic waves of which have always proved consistent with international
from mobile phones and mobile transmission sites. To date, standards.
Maroc Telecom is not aware of any tangible evidence that
proves the existence of risks to human health associated Nevertheless, the perception of these risks by the public
with the use of mobile phones, with the emission of radio could have significant negative effects on the revenues or
frequencies, or with electromagnetic fields. Nevertheless, the financial position of Maroc Telecom, particularly if legal
Maroc Telecom conducts campaigns each year to measure the proceedings were instituted or if regulation imposed additional
costs for compliance with new standards.
THE FRAUDULENT DIVERSION OF TRAFFIC COULD LIMIT THE COMPANY’S REVENUES

AND AFFECT ITS RESULTS
The Company suffered a fraudulent diversion of traffic. Since be targeted by offenders, nor the impact that any such fraud
then, Maroc Telecom has introduced a plan to fight against might have.
this fraud. However, Maroc Telecom cannot predict if new
means of fraud will develop, nor the sectors that will possibly If Maroc Telecom fails to curb the use of fraud, it could see its
traffic decline, and its revenues and results could be affected.
THE RISKS INHERENT IN POTENTIAL ACQUISITIONS BY MAROC TELECOM

OF TELECOM COMPANIES OR LICENSES COULD HAVE AN IMPACT
ON MAROC TELECOM’S BUSINESS ACTIVITIES
To broaden its search for new drivers for growth, Maroc ›› fail to retain the key talent in the acquired companies or to
Telecom is seeking to achieve external growth by acquiring recruit skilled employees as needed;
telecom companies, or by licensing, in other countries. Such ›› fail to achieve the expected synergies or economies of scale;
transactions necessarily involve risks. If Maroc Telecom were
›› make investment s in countries where the political,
to fail to achieve the results expected from these acquisitions,
economic or legal situation poses specific risks, such as
its business activities and its results could be affected. Maroc
civil or military unrest, the lack of real or comprehensive
Telecom could, in particular:
protection of shareholders’ rights, or disagreements with
›› make acquisitions on financial or operational terms and other leading shareholders, including the public authorities,
conditions which prove to be unfavorable; over management of the acquired companies; and
›› have difficulty absorbing the acquired companies, their ›› fail to adapt to the specific characteristics of the countries
networks, products or services; in which the companies may possibly be acquired.
THE BUSINESS ACTIVITY OF MAROC TELECOM OUTSIDE MOROCCO COULD GIVE RISE
TO ADDITIONAL RISKS
In the conduct of its international business, Maroc Telecom ›› unexpected changes in the regulatory and tax environment;
may be faced with risks, such as: ›› tax measures that could have negative effects on Maroc
Telecom’s results of operations or on its cash flows;
›› fluctuations in exchange rates and the devaluation of
certain currencies; ›› the local economic and political situation.
›› restrictions imposed on the repatriation of capital;

Risk factors
WHEREVER MAROC TELECOM OPERATES, IT COULD FAIL TO RETAIN KEY PERSONNEL

OR TO HIRE HIGHLY QUALIFIED STAFF, WHICH COULD SIGNIFICANTLY AFFECT THE
COMPANY’S BUSINESS ACTIVITIES AND ITS ABILITY TO ADAPT TO ITS ENVIRONMENT
The performance of Maroc Telecom depends significantly commercial skills needed to grow its business. Maroc Telecom’s
on skills and services provided by its management team. ability to adapt its services, its products and its commercial
The management team has a great deal of experience and offers, whether in the field of fixed-line or of mobile telecoms,
extensive knowledge of the telecoms industry. The loss of is highly dependent on its having competent and skilled teams
key members of management could have a significant negative in each market segment.
impact on the ability of Maroc Telecom to implement its
strategy. If Maroc Telecom were not to succeed in retaining its key
personnel, whether in its management team or among its
Maroc Telecom and its performance are also dependent on commercial and technical staff, its business could be affected
skilled personnel with the experience and the technical and and its operating income could diminish substantially.
3.4.2 REGULATORY RISKS
THE INTERPRETATION OF EXISTING REGULATIONS AND THE ADOPTION OF FUTURE

LEGAL OR REGULATORY STANDARDS COULD SIGNIFICANTLY AFFECT MAROC
TELECOM’S OPERATIONS 3
The regulatory environment of the telecommunications ›› implementation of unbundling in a way that is inequitable
industry in Morocco and in the countries where the Group for Maroc Telecom, following the introduction, in 2014 and
operates is constantly changing. 2015, of new obligations for Maroc Telecom;
›› effective strengthening, in 2016, of the obligations
In Morocco, Law 24-96 and its implementing provisions, as
to provide access and share infrastructure, leading
amended and supplemented, as well as current revisions, could
to a progressive loss of Maroc Telecom’s competitive
be interpreted in a way that might significantly affect Maroc
advantages, particularly in terms of coverage;
Telecom’s business and lead to a decrease in revenues and
net profits. ›› the introduction of multiple regulatory controls on FTTH,
which could jeopardize its deployment and/or profitability;
Major directions for the future, as outlined by the ANRT in ›› the intensification of price controls over Maroc Telecom’s
the context of the 2014-2018 General Policy Document and retail offers and promotions (owing to its position as the
the proposed Law 121-12 amending Law 24-96, as well as dominant operator in all markets), and communication and
the new guidelines that have taken effect since May 2016, quality of service monitoring introduced by the regulator,
could have a significant impact on Maroc Telecom’s business, risk prejudicing its commercial freedom and particularly its
in particular: ability to launch attractive promotions on the market;
›› adaptation of the regulatory framework; ›› the guidelines for reviewing the operators’ rate offers
published in 2016 are favorable to third-party operators.
›› strengthening existing and future regulatory measures;
In contrast to Maroc Telecom, they have the possibility of
›› tougher sanctions (increase in fines of up to 2% of revenues, practicing on-net and off-net rate differentiation on prepaid
or 5% in the case of repeat offenses, and assigning greater communications. Promotions and offers will be subject to
powers to the regulator, which will have both investigative a replicability test based on the full cost. The minimum
and punitive powers); rate required from Maroc Telecom for the replicability test
›› new licenses granted in 2017: a higher number of operators is now 20% for fixed-line and mobile. These lines could
and/or the arrival of MVNOs in the market; negatively impact the competitive capacity of IAM;
›› boosting of national roaming and its extension to the areas ›› the rules applicable to the occupation of the public domain
designated by the ANRT, in addition to areas with universal might evolve in a way that is unfavorable to Maroc Telecom;
service;

Risk factors
›› new rules relating to city planning and new real estate Finally, following the passage of Law 104-12 on price freedom
developments could have unfavorable consequences for and competition, the Decree of May 31, 2016 amending
Maroc Telecom; and completing the Decree of July 13, 2005 governing the
›› changes in the rules on net neutrality could lead to proceeding with the ANRT for disputes, anti-competitive
increased competition from Over-the-Top (OTT) operators. practices and economic concentration, granted to the
ANRT new powers to control anti-competitive practices
It should be noted that regulatory controls were tightened in and concentration in the telecommunications sector. As a
2016 under ANRT decisions, particularly on rate guidelines result, the ANRT was given new powers to sanction anti-
(see section 3.2.1.4 on the regulatory environment). competitive practices, which can reach 10% of the revenue
of the operator in question, which is doubled in the event of
repeated violations.
MAROC TELECOM’S BUSINESS COULD BE AFFECTED BY REGULATORY PRESSURE

IN THE MARKETS IN WHICH ITS SUBSIDIARIES OPERATE
Group subsidiaries must comply with a set of regulations identification deadlines are expiring. After that, the accounts
relating to the conduct of their operations. of unidentified subscribers would have to be suspended. The
risk of a fine cannot be ruled out.
They are subject to oversight by the authorities, which aim to
ensure fair competition. If Maroc Telecom and its subsidiaries should be unable to
renew the licenses they need, in good time and at a reasonable
Major changes in the nature, interpretation or application of cost, to carry out, continue, and develop their operations,
regulation by governmental, legal or regulatory authorities, and if they should be unable to retain them, in particular for
particularly as concerns antitrust law, could result in additional noncompliance with commitments made in return for obtaining
expense for Maroc Telecom or cause it to modify its service, said licenses, their ability to achieve strategic objectives could
resulting in material impact on its operations, earnings and be adversely affected.
growth outlook.
Broadly speaking, the rise in regulatory fees and special taxes
For all subsidiaries, obligations relating to the identification of in countries in which Maroc Telecom Group does business also
mobile subscribers have increased, and for some of them the constitutes a significant risk factor.
MAROC TELECOM MAY BE UNABLE TO DEDUCT CERTAIN PROVISIONS FOR DOUBTFUL

RECEIVABLES
The amount of doubtful receivables for which Maroc Telecom has been taken against the debtors. If the deductibility of
has made provisions is deductible from its taxable profit, such provisions for doubtful receivables was challenged, the
subject to the presentation of evidence that legal action Company’s earnings and profits could be adversely affected.
3.4.3 MARKET RISKS
In accordance with its cash-management policy, Maroc For market risks (foreign exchange and interest rate risks), see
Telecom does not invest in stocks, equity UCITS or derivatives. section 4.2.3, “Qualitative and quantitative information on
Maroc Telecom invests its cash with financial institutions, market risk.” For liquidity risk, see Note 32 to the consolidated
either in sight deposits or term deposits. The counterparty financial statements, “Risk Management.”
exposure limits for each financial institution are approved by
the Management Board. Interest-rate risk management and an analysis of the sensitivity
of the Group’s position to interest rate fluctuations are
presented in Note 32 to the consolidated financial statements,
“Risk Management.”

NOTES

3


4 FINANCIAL REPORT
4.1
4.1.1
4.1.2
CONSOLIDATED RESULTS OF THE PAST THREE YEARS
Consolidates results in Moroccan dirhams
Consolidated results in euros
138
138
139
4.2 OVERVIEW 140

4.2.1 Scope of consolidation 140
4.2.2 Comparison of results by geographical area 141
4.2.3 Transition from separate financial statements
to consolidated financial statements 150
4.3 CONSOLIDATED FINANCIAL STATEMENTS

AT DECEMBER 31, 2014, 2015 AND 2016 151
4.4 STATUTORY FINANCIAL STATEMENTS 198

Statutory Auditors’ general report year ended December 31, 2016 199
Statutory Auditor’s special report Financial Year from January 1, 2016
to December 31, 2016 221

4 FINANCIAL REPORT
Consolidated results of the past three years
4.1 Consolidated results of the past three years

Maroc Telecom Group’s consolidated financial data is statements prepared in compliance with International Financial
summarized in the following table. Selected financial data Reporting Standards (IFRS) as adopted by the European Union
from the three fiscal years ended December 31, 2014, 2015, (EU) and audited by the Statutory Auditors.
and 2016, were drawn from Group consolidated financial
4.1.1 CONSOLIDATES RESULTS IN MOROCCAN DIRHAMS
■■ Statement of comprehensive income
(in MAD million) 2014 2015 2016

Revenues 29,144 34,134 35,252
Operating expenses 18,878 23,794 24,784
Earnings from operations 10,266 10,340 10,468
Earnings from continuing operations 10,229 10,294 10,421
Net earnings 6,638 6,577 6,628
Attributable to equity holders of the parent 5,850 5,595 5,598
Earnings per share (in MAD) 6.7 6.4 6.4
Diluted earnings per share (in MAD) 6.7 6.4 6.4
■■ Statement of financial position
Assets (in MAD million) 2014 2015 2016

Non-current assets* 35,286 45,660 46,322
Current assets 10,539 14,889 14,974
TOTAL ASSETS 45,824 60,549 61,296
Shareholders’ equity and liabilities (in MAD million) 2014 2015 2016
Share capital 5,275 5,275 5,275
Shareholders’equity, attributable to equity holders of the parent 15,884 15,344 15,476
Non-controlling interests 4,278 4,360 3,822
Shareholders’equity 20,163 19,704 19,298
Non-current liabilities 893 6,855 5,402
Current liabilities* 24,768 33,990 36,596
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 45,824 60,549 61,296
* In accordance with IFRS 3, the financial statements at December 31, 2015 (goodwill and trade accounts payable) have been restated for the impact of the final purchase
price allocation for Moov subsidiaries. The restatements are shown in Note 1 of this report.

FINANCIAL REPORT
Consolidated results of the past three years
4.1.2 CONSOLIDATED RESULTS IN EUROS
The Group reports its financial data in Moroccan dirhams. This section is intended to provide investors with comparable data
in euros.
For EUR 1 2014 2015 2016

The closing rate at the balance sheet 10.9605 10.8194 10.6284
Average rate used for the income statement 11.1640 10.8196 10.8505
The above table shows the average dirham/euro conversion The following table shows selected financial data for Maroc
rates used in preparing the financial statements for fiscal years Telecom Group, presented in euros at the exchange rate used
2014, 2015 and 2016. in preparing the Group’s consolidated statement of financial
position and income statement for fiscal years 2014, 2015
The exchange rates are shown for indicative purposes only, to and 2016.
aid the reader. The Group does not guarantee that the amounts
expressed in dirhams were, could have been or could be
converted to euros at those exchange rates or at any other rate.
STATEMENT OF COMPREHENSIVE INCOME
(in EUR million) 2014 2015 2016

Revenues 2,611 3,155 3,249
Cost of purchases 1,691 2,199 2,284
Earnings from operations 920 956 965
Earnings from continuing operations 916 951 960
Net earnings 595 608 611
Attributable to equity holders of parent 524 517 516
Earnings per share (in EUR) 0.6 0.6 0.6
Diluted earnings per share (in EUR) 0.6 0.6 0.6 4
STATEMENT OF FINANCIAL POSITION
Assets (in EUR million) 2014 2015 2016

Non-current assets* 3,219 4,220 4,358
Current assets 962 1,376 1,409
TOTAL ASSETS 4,181 5,596 5,767
Shareholders’ equity and liabilities (in EUR million) 2014 2015 2016
Share capital 481 488 496
Shareholders’equity, attributable to equity holders of the parent 1,449 1,418 1,456
Non-controlling interests 390 403 360
Shareholders’equity 1,840 1,821 1,816
Non-current liabilities 82 634 508
Current liabilities* 2,260 3,142 3,443

4 FINANCIAL REPORT
Overview
4.2 Overview
The discussion and analysis that follow should be read in income, the statement of cash flows, the statement of changes
conjunction with the entire document, particularly with the in equity, and the notes to the financial statements for the years
audited consolidated financial statements that comprise the ended December 31, 2014, 2015, and 2016.
statement of financial position, the statement of comprehensive
4.2.1 SCOPE OF CONSOLIDATION
At December 31, 2016, Maroc Telecom consolidated in its ATLANTIQUE TELECOM CÔTE D’IVOIRE
financial statements the entities:
On January 26, 2015, Maroc Telecom acquired an 85% stake
in the capital of the Ivory Coast mobile operator. Atlantique
MAURITEL
Telecom Côte d’Ivoire has been fully consolidated in the
Maroc Telecom holds 51.5% of the voting rights of Mauritel, financial statements of Maroc Telecom since January 31, 2015.
the incumbent operator in Mauritania and operator of a fixed-
line and mobile telecommunications network, subsequent to ETISALAT BENIN
the merger of Mauritel SA (fixed-line) and Mauritel Mobile.
Mauritel S.A. is owned by the holding company Compagnie On January 26, 2015, Maroc Telecom acquired 100% of
Mauritanienne de Communications (CMC), in which Maroc the capital of the Benin mobile operator. Etisalat Benin has
Telecom holds an 80% equity stake and consequently a 41.2% been fully consolidated in the financial statements of Maroc
interest in Mauritel. Mauritel has been fully consolidated by Telecom since January 31, 2015.
Maroc Telecom since July 1, 2004.
ATLANTIQUE TELECOM TOGO
ONATEL
On January 26, 2015, Maroc Telecom acquired a 95% stake
On December 29, 2006, Maroc Telecom acquired 51% of the in the capital of the Togo mobile operator. Atlantique Telecom
capital of the Burkina Faso operator Onatel. Onatel has been Togo has been fully consolidated in the financial statements of
fully consolidated by Maroc Telecom since January 1, 2007. Maroc Telecom since January 31, 2015.
GABON TELECOM ATLANTIQUE TELECOM NIGER
On February 9, 2007, Maroc Telecom acquired 51% of the On January 26, 2015, Maroc Telecom acquired 100% of
capital of Gabon Telecom. Gabon Telecom has been fully the capital of the Niger mobile operator. Atlantique Telecom
consolidated by Maroc Telecom since March 1, 2007. Niger has been fully consolidated in the financial statements
of Maroc Telecom since January 31, 2015.
Gabon Telecom bought out Maroc Telecom to acquire 100%
of the subsidiary Atlantique Telecom Gabon, which was ATLANTIQUE TELECOM CENTRAFRIQUE
absorbed by Gabon Telecom on June 29, 2016.
On January 26, 2015, Maroc Telecom acquired 100% of
SOTELMA the capital of the Central African Republic mobile operator.
Atlantique Telecom RCA has been fully consolidated in the
On July 31, 2009, Maroc Telecom acquired a 51% stake in financial statements of Maroc Telecom since January 31, 2015.
Mali’s incumbent operator, Sotelma. Sotelma has been fully
consolidated by Maroc Telecom since August 1, 2009. PRESTIGE TELECOM CÔTE D’IVOIRE
CASANET On January 26, 2015, Maroc Telecom acquired 100% of the

capital of Prestige Telecom, the IT provider for the Atlantique
Casanet is a Moroccan internet provider established in Telecom subsidiaries. Prestige Telecom has been fully
1995. In 2008, the Company became a 100% subsidiary of consolidated in the financial statements of Maroc Telecom
Maroc Telecom and expands its activities by specializing in since January 31, 2015.
information engineering. Casanet has been fully consolidated
by Maroc Telecom since January 1, 2011. OTHER NONCONSOLIDATED INVESTMENTS
Investments in which Morocco Telecom does not directly

or indirectly exercise exclusive control, joint control or
significant influence and investments whose results do not

FINANCIAL REPORT
Overview
have a material impact on Maroc Telecom Group’s financial Maroc Telecom’s other non-consolidated interests include
statements, are not consolidated and are accounted for in ArabSat and Médi1 T V, as well as MT FLY and other
“Non-current financial assets”. noncontrolling interests.
4.2.2 COMPARISON OF RESULTS BY GEOGRAPHICAL AREA
The like-for-like basis shows the impact of the consolidation of the new African operators as if they had occurred on the
1st of January 2015, and as if the MAD/MRO/FCFA franc exchange rate had remained unchanged. Results by geographical area
are as follows:
Changes on a like-
IFRS in MAD million 2015 2016 Changes for-like basis (a)
Revenues 34,134 35,252 +3.3% +2.4%
EBITDA 16,742 16,909 +1.0% +0.9%
Margin (%) 49.0% 48.0% -1.1 pts -0.7 pts
EBITA before restructuring 10,340 10,723 +3.7% +3.5%
Margin (%) 30.3% 30.4% +0.1 pts +0.3 pts
EBITA after restructuring 10,340 10,468 +1.2% +1.7%
Net income Group share before restructuring 5,595 5,774 +3.2%
Margin (%) 16.4% 16.4% +0.0 pts
Net income Group share 5,595 5,598 +0.0%
CAPEX (b)
8,835 7,983 -9.7%
Including licenses and frequencies 2,622 888
CAPEX/Rev. (excluding licenses and frequencies) 18.2% 20.1% +1.9 pts
CFFO 9,362 10,970 +17.2%
Net debt 12,555 12,289 -2.1%
4
Net debt/EBITDA 0.7x 0.7x
(a) The like-for-like basis shows the impact of the consolidation of the new African operators as if they had occurred on the 1st of January 2015, and as if the MAD/MRO/
FCFA franc exchange rate had remained unchanged.
(b) CAPEX corresponds to property, plant, equipment and intangible asset acquisitions recognized over the period.
4.2.2.1 COMPARISON OF FINANCIAL DATA MAD 16,909 million, up 1.0% from the previous year (+0.9%
on a like-for-like basis). This like-for-like improvement comes
FOR FISCAL YEARS 2016 AND 2015 from a 5.0% rise in international EBITDA which more than
offsets the 1.3% decline in EBITDA of Moroccan activities.
4.2.2.1.1 Group Consolidated results Despite a slight 0.7 point like-for-like decline, Group EBITDA
margin remained high at 48.0%.
REVENUES
EARNINGS FROM OPERATIONS
As of December-end 2016, the Maroc Telecom Group
reported consolidated revenues (1) of MAD 35,252 million, At 2016-end, Group consolidated earnings from operations
up 3.3% on the previous year (+2.4% on a like-for-like basis). (EBITA) (2) were MAD 10,468 million, up 1.2% compared to
This performance reflects revenue growth from Moroccan 2015 (+1.7% on a like-for-like basis), after incorporation of
activities (+1.0%) along with a steady international growth a - MAD 255 million restructuring provision for a voluntary
(+7.1% on a like-for-like basis). redundancy plan in Morocco. Excluding restructuring, Group
EBITA would be MAD 10,723 million, up 3.7% (+3.5% on a
like-for-like basis), with a margin of 30.4%, up 0.3 points on a
EARNINGS FROM OPERATIONS BEFORE DEPRECIATION
like-for-like basis.
AND AMORTIZATION
At 2016-end, Maroc Telecom Group Earnings from Operations

Before Depreciation and Amortization (EBITDA) amounted to
(1) Maroc Telecom includes Mauritel, Onatel, Gabon Telecom, Sotelma and Casanet in its scope of consolidation, as well as the new African subsidiaries in Ivory Coast, Benin,
Togo, Niger, the Central African Republic, along with Prestige Telecom, which has provided IT services to these companies since their acquisition on January 26, 2015.
(2) EBITA corresponds to EBIT before the amortization of intangible assets acquired through business combinations, before impairment of goodwill and other intangibles
acquired through business combinations, and before other income and charges related to financial investments and to transactions with shareholders (except when
recognized directly in equity).
4 FINANCIAL REPORT
Overview
GROUP SHARE OF NET INCOME DIVIDENDS
Group share of net income was MAD 5,598 million, unchanged The Supervisory Board of Maroc Telecom will propose to the
from 2015. E xcluding restruc turing expenses for the General Shareholders’ Meeting on April 25, 2017 to effect
voluntary redundancy plan, net income would be up 3.2% to the payment of an ordinary dividend of MAD6.36 per share,
MAD 5,774 million reflecting the increasing contribution of representing a total amount of MAD 5.6 billion. This dividend
subsidiaries, especially those recently acquired which benefit corresponds to 100% of distributable Group share of earnings
from business stimulation and cost optimization plans. from 2016. The dividend payment date is from June 2, 2017.
CASH FLOW MAROC TELECOM GROUP OUTLOOK FOR 2017
C a s h f l ow f ro m o p e r a t i n g a c t i v i t i e s (C F F O (1 ) ) w a s Based on the recent changes in the market, to the extent that

MAD 10,970 million, up 17.2% compared to end-2015 due to no new major exceptional event impacts the Group’s business,
the cash impact of MAD 2.7 billion from 2015 license renewals Maroc Telecom is projecting the following for 2017:
(MAD 33 million in 2016) despite continuing heavy Group
capital expenditure in networks amounting to 20.1% of 2016 ›› stable revenues;
revenue. ›› stable EBITDA;
›› Capex amounting to around 23% of revenues, excluding
Although launched in December 2016, the restructuring plan
frequencies and licenses.
will not impact Group cash flow until 2017.
As of December 31, 2016, consolidated Maroc Telecom

Group debt (2) was down 2.1% to reach MAD 12.3 billion. This
represents only 0.7 times the Group’s annual EBITDA.
4.2.2.1.2 Activities in Morocco
IFRS in MAD million 2015 2016 Changes

Revenues 21,033 21,244 1.0%
Mobile 14,276 14,115 -1.1%
Services 14,058 13,806 -1.8%
Equipment 219 309 41.2%
Fixed-line 8,728 8,829 +1.1%
Including fixed-line data* 2,263 2,427 +7.2%
Eliminations and other revenues (1,971) (1,700)
EBITDA 11,144 11,004 -1.3%
Margin (%) 53.0% 51.8% -1.2 pts
EBITA before restructuring 7,386 7,157 -3.1%
Margin (%) 35.1% 33.7% -1.4 pts
EBITA after restructuring 7,386 6,902 -6.5%
CAPEX 4,792 3,905 -18.5%
Including licenses and frequencies 926 -
CFFO 6,576 7,124 +8.3%
Net debt 11,741 10,937
* Fixed-line data includes internet, ADSL TV and Data services to businesses.
(1) CFFO comprises pretax net cash flows from operations (see the statement of cash flows), dividends received from affiliates, and unconsolidated equity interests. CFFO also
comprises net capital expenditure, which corresponds to net uses of cash for acquisitions and disposals of property, plant, equipment, and intangible assets.
(2) Borrowings and other current and non-current liabilities less cash and cash equivalents, including cash held in escrow for bank loans.

FINANCIAL REPORT
Overview
During fiscal year 2016, operations in Morocco generated Earnings from operations were MAD 6,902 million, down
revenues of MAD 21,244 million, up 1.0%. Fixed-Line and 6.5% reflecting the decline in EBITDA, the 2.3% increase in
internet activities continued growing (+1.1% compared to depreciation charges and the restructuring provisions for the
2015) and, along with the larger contribution from subsidiaries, voluntary redundancy plan amounting to MAD 255 million.
offset the 1.1% decline in mobile revenues due to a more E xcluding restruc turing, EBITA was down by 3.1% to
stringent regulatory environment and the cannibalization of MAD 7,157 million, representing a margin of 33.7%.
international traffic by VoIP.
Cash flow from operations in Morocco was up 8.3% at
Earnings from Operations Before Interest, Amortization and MAD 7,124 million, after paying MAD 926 million in 2015
Depreciation (EBITDA) were MAD 11,004 million, down 1.3% for 4G licenses and frequencies and despite the faster pace
from 2015 due to lower gross margin and a slight increase in of capital investment in very-high-speed fixed and mobile
operating costs (+2.4%). Although down 1.2 points, EBITDA technology that reached 18.4% of 2016 revenue.
margin was still high at 51.8%.
MOBILE
Mobile Unit 2015 2016 Changes

Customer base (1) (000) 18,298 18,375 +0.4%
Prepaid (000) 16,649 16,645 0.0%
Postpaid (000) 1,649 1,729 +4.9%
Including internet 3G/4G+ (2) (000) 6,502 7,844 +20.6%
ARPU (3)
(MAD/month) 62.5 61.1 -2.2%
As of December 31, 2016, the mobile customer base (1) which amounted to MAD 13,806 million, down 1.8% from
comprised 18.4 million clients, up 0.4% year-on-year, driven by 2015.
the 4.9% increase in postpaid customers and mobile internet
subscribers who were up 21% over the year. As for the prepaid Blended 2016 ARPU (3) was nearly MAD 61, slightly down by
customer base was steady over the year. 2.2% compared to the same period in 2015.
The drop in mobile revenues continued to lessen (-1.1% in

2016 vs. -6.2% in 2015) thanks to increased Data traffic.
With an 96% increase in traffic, mobile data continued to take
off, supported by the rapid expansion of 3G and 4G+ networks 4
The 12.7% decline in prices and the impact of VoIP on the covering 87% and 73% of the population respectively.
international incoming traffic weighed on mobile revenues
(1) The active customer base is made up of prepaid customers who have made or received a voice call (other than from Public Telecommunications Network Operators
(ERPT) or from their customer services centers) or have made an SMS/MMS or used Data services, with the exception of technical exchanges of information with ERPT
Departments, during the past three months, and postpaid customers who have not terminated their agreements.
(2) The active customer base for 3G and 4G+ mobile internet includes holders of a postpaid subscription agreement (with or without a voice offer) and holders of a prepaid internet
subscription agreement who have made at least one top-up during the past three months or whose top-up is still valid and who have used the service during this period.
(3) ARPU is defined as revenues generated by inbound and outbound calls and by data services net of promotional offers, excluding roaming charges and equipment sales,
divided by the average customer base for the period. In this instance, blended ARPU combines both prepaid and postpaid segments.

4 FINANCIAL REPORT
Overview
FIXE ET INTERNET
Fixed-line Unit 2015 2016 Changes

Fixed-lines (000) 1,583 1,640 +3.6%
Broadband access (a) (000) 1,136 1,241 +9.2%
(a) The broadband customer base includes ADSL access and connections leased to Morocco and also include the CDMA customer base for its historical subsidiaries.
The Fixed-line customer base was 1.6 million lines at Fixed-Line and internet continued their solid grow th
December-end 2016, up 3.6%, driven by the Residential with MAD 8,829 million in revenues, up 1.1% compared
segment which increased its customer numbers by 6.0%. to the same period the previous year, sustained by the growth
Driven by Double Play plans, the ADSL base grew by 9% to of Data whose revenues grew by 7.2%.
1.2 million subscribers.
4.2.2.1.3 International activities
FINANCIAL INDICATORS
As of January 26, 2015, the date on which the subsidiaries’ acquisition was finalised, the International segment included new
subsidiaries in the Ivory Coast, Benin, Togo, Gabon, Niger and the Central African Republic, as well as Prestige Telecom, which
provides IT services to those entities.
Changes on
a like-for-like
IFRS in MAD million 2015 2016 Changes basis (a)
Revenues 14,010 15,326 +9.4% +7.1%
including Mobile services 12,589 13,815 9.7% +7.2%
EBITDA 5,599 5,905 +5.5% +5.0%
Margin (%) 40.0% 38.5% -1.4 pt -0.8 pt
EBITA 2,954 3,565 +20.7% +22.0%
Margin (%) 21.1% 23.3% +2.2 pts +2.9 pts
CAPEX 4,043 4,077 0.9%
Including licenses and frequencies 1,696 888
CFFO 2,785 3,847 38.1%
Net Debt 4,679 4,670
(a) The like-for-like basis shows the impact of the consolidation of the new African operators as if they had occurred on the 1st of January 2015, and as if the MAD/MRO/FCFA franc
exchange rate had remained unchanged.
At December-end 2016, Group international activities Earnings from operations amounted to MAD 3,565 million, up
reported MAD 15,326 million revenue, up 9.4% (+7.1% on 20.7% (+22.0% on a like-for-like basis) reflecting the increase
a like-for-like basis) reflecting increasing revenues by new in EBITDA, and the capital gain realized from the sale of a real
subsidiaries (+14.6% on a like-for-like basis), especially Ivory estate asset (MAD 297 million). The EBITA margin was 23.3%,
Coast and Niger, as well as historic subsidiaries (+3.6% at up 2.2 points (+2.9 points on a like-for-like basis).
constant change (1)).
Cash flow from international operations was up 38.1%
Earnings from Operations Before Interest and Depreciation compared to 2015, driven by EBITDA growth, the sale of
(EBITDA) at end-2016 amounted to MAD 5,905 million, up real estate, and the positive comparative effect from licenses
5.5% (+5.0% on a like-for-like basis) despite new taxes and payment in 2015 (in Mauritania, Niger, Gabon, and Côte
royalties and non-recurring charges. Excluding scope effects d’Ivoire) amounting to MAD 1,787 million. Capital expenditure
(full-year consolidation of new subsidiaries), and non-recurring in networks increased to 20.8% of revenues (compared to
items, EBITDA margin on international operations would 16.8% in 2015) to support business growth particularly in
remain stable, with cost optimization programs offsetting new fixed-line and mobile data, and the gain in market share.
taxes and royalties.
(1) The broadband customer base includes ADSL access and connections leased to Morocco and also include the CDMA customer base for its historical subsidiaries.

FINANCIAL REPORT
Overview
OPERATING INDICATORS
Unit 2015 2016 Changes

MOBILE
Customer base (a) (000)
Mauritania 2,121 1,984 -6.4%
Burkina Faso 6,760 7,017 +3.8%
Gabon Telecom (b) 1,597 1,690 +5.8%
Mali 7,431 7,087 -4.6%
Ivory Coast 5,151 6,840 +32.8%
Benin 3,266 3,727 +14.1%
Togo 2,141 2,463 +15.0%
Niger 810 1,418 +75.2%
Central African Republic 149 144 -3.1%
FIXED-LINE
Parc (000)
Mauritania 45 48 +5.6%
Burkina Faso 75 76 +0.9%
Gabon Telecom 19 19 +0.6%
Mali 138 149 +8.2%
FIXED-LINE BROADBAND
Customer base (c) (000)
Mauritanie 10 11 +10.0%
Burkina Faso 15 14 -9.0%
Mali 58 61 +6.4%
(a) The active customer base is made up of prepaid customers who have made or received a voice call (other than from Public Telecommunications Network Operators
(ERPT) or from their customer services centers) or have made an SMS/MMS or used data services, with the exception of technical exchanges of information with ERPT
4
Departments, during the past three months, and postpaid customers who have not terminated their agreements.
(b) The merger of Gabon Telecom and MOOV Gabon led to the consolidation of their data, especially in terms of customer bases.
(c) The broadband customer base includes ADSL access and connections leased to Morocco and also include the CDMA customer base for its historical subsidiaries.
4.2.2.2 COMPARISON OF FINANCIAL DATA EARNINGS FROM OPERATIONS BEFORE DEPRECIATION

AND AMORTIZATION
FOR FISCAL YEARS 2015 AND 2014
At 2015-end, Maroc Telecom Group Earnings from Operations
Before Depreciation and Amortization (EBITDA) amounted to
4.2.2.2.1 Group Consolidated results
MAD 16,742 million, up 6.7% from the previous year (+0.7%
like-for-like). The increase in like-for-like growth was mainly
REVENUES due to the significant increase in EBITDA internationally
(+10.8%), offsetting the 3.8% decline in EBITDA in Morocco.
As of December-end, in 2015 Maroc Telecom Group had
generated consolidated revenues of MAD 34,134 million, up Despite the dilutive effect of the consolidation of the new
17.1% on the year 2014 due to its extended scope. On a like- subsidiaries, the Group’s EBITDA margin remained high at
for-like basis, the increase was 1.6% reflecting strong growth 49.0% (nearly stable on a like-for-like basis). Continuing efforts
in international business (+6.9% like-for-like) and business to control direct costs and minimize operating costs explain
resilience in Morocco (-0.5%). this good performance.

4 FINANCIAL REPORT
Overview
EARNINGS FROM OPERATIONS CAPITAL EXPENDITURE
At 2015-end, Maroc Telecom Group earnings from operations In fiscal year 2015, investments reached MAD 8,835 million,
(EBITA) amounted to MAD 10,340 million, up 0,7% from the an increase of MAD 3,934 million. This increase is essentially
previous year (+0.6% like-for-like). This like-for-like increase the acquisition of 4G licenses in Morocco, a down payment
reflects mainly the improvement in EBITDA. for the grating of global license in Ivory Coast, the renewal of
2G licenses in Mauritania and Niger and the acquisition of the
NET INCOME – SHARE OF THE GROUP 3G license in Niger.
The Group’s share of net income amounted to MAD 5,595 million,

4.3% down over the year mainly due to the losses generated by
the new subsidiaries.
4.2.2.2.2 Activities in Morocco
IFRS in MAD million 2014 2015

Revenues 21,133 21,033
Mobile 15,214 14,276
Services 14,781 14,058
Equipment 433 219
Fixe line 8,041 8,728
o/w Fixed-line* data 2,058 2,263
Elimination (2,122) (1,971)
Earnings from operations before depreciation and amortization 11,578 11,144
Margin (%) 54.8% 53.0%
Earnings from operations 7,734 7,386
Margin (%) 36.6% 35.1%
CAPEX 3,359 4,792
o/w licenses & frequencies 926
CAPEX/Revenues (excluding licenses and frequencies) 15.9% 18.4%
CFFO 8,781 6,576
Net debt 4,742 11,741
Net debt/EBITDA 0,4x 1,0x
* Fixed-line data included internet, ADSL TV, and data services to businesses.
During fiscal 2015, activities in Morocco generated revenues Earnings from operations were MAD 7,386 million, down 4.5%
of MAD 21,033 million, slightly down by 0.5%, thanks to due to the decline in EBITDA. The EBITA margin was 35.1%,
Fixed-line and Internet business which continued to surge down by 1.5 point.
(+8.6% year-on-year) offsetting the decline in the Mobile
segment (-6.2% year-on-year) in a still-fiercely competitive Cash flow from operations in Morocco was down 25% at
environment. MAD 6,576 million following the payment of MAD 926 million
for the 4G license and the development of the associated
Earnings Before Depreciation and Amortization (EBITDA) spectrum. Excluding these items, CFFO in Morocco was down
were MAD 11,144 million, down 3.8% from 2014. This 14.6% due to the decline in EBITDA and the 15% increase in
change reflects the increase in the cost of interconnection to capital investment in networks, mainly 4G.
other operators and in operating costs which rose 2.5%. The
EBITDA margin remained high at 53.0%, down by 1.8 point.

FINANCIAL REPORT
Overview
MOBILE
Mobile Unit 2014 2015

Customer base (000) 18,230 18,298
Prepaid (000) 16,734 16,649
Postpaid (000) 1,496 1,649
o/w internet 3G/4G+ (000) 4,771 6,502
ARPU (in MAD/month) 65.6 62.5
Data as % of ARPU (%) 16.0% 20.7%
As of December 31, 2015, the mobile customer base was the reduction in incoming international traffic, revenues from
18.3 million customers, up 0.4% year-on-year. The 10.2% Mobile services amounted to MAD 14,058 million, down 4.9%
growth in postpaid customers, driven by the enhancement from 2014.
of call-time and data in packages, more than offset the 0.5%
decline in prepaid customer numbers. The mobile internet Blended ARPU for 2015 was MAD 62.5, down 4.7% from
customer base continued its strong growth and surged by 2014, the increase in voice and data usage not offsetting the
36% year-on-year, driven by customer appetite for 3G and fall in prices.
4G data services.
The mobile internet customer base which was 6.5 million
In a market marked by fierce competition that shows no sign customers at December-end, brought the Data component
of weakening, mobile revenues were MAD 14,276 million, of ARPU to more than 20%, a substantial 4.7 points higher
down 6.2% from 2014. With the continuing fall in prices and than the previous year.
FIXED-LINE AND INTERNET
Fixed-line Unit 2014 2015

Fixed-line (000) 1,483 1,583
Broadband access (000) 984 1,136
4
The Fixed-line customer base was nearly 1.6 million lines The surge in Fixed-line and Internet business continued with
at December-end 2015, up 6.8%, driven by the Residential revenues rising to MAD 8,728 million, up 8.6% from 2014,
segment which increased its customer numbers by 10%. mainly due to growth in Fixed-line, Broadband and IP VPN
activities which contributed to the 10% increase in fixed-line
The ADSL customer base increased by 15% to 1.1 million data revenues.
subscribers, thanks to the appetite for Double Play packages
and despite the new offers introduced onto the market by
competitors.

4 FINANCIAL REPORT
Overview
4.2.2.2.3 International activities
FINANCIAL INDICATORS
Since January 26, 2015, the acquisition completion date, well as Prestige Telecom which provides IT services to those
international activities include the new subsidiaries in Ivory entities.
Coast, Benin, Togo, Niger and Central African Republic, as
Changes on a like-
IFRS in MAD million 2014 2015 Changes for-like basis
Revenues 8,630 14,010 +62.3% +6.9%
o/w Mobile services 7,132 12,589 76.5% +9.6%
EBITDA 4,113 5,599 +36.1% +10.8%
Margin (%) 47.7% 40.0% -7.7 pts +1.4 pts
EBITA 2,532 2,954 +16.7% +15.8%
Margin (%) 29.3% 21.1% -8.3 pts +1.6 pts
CAPEX 1,542 4,043 - -
o/w licenses & frequencies 94 1,696
CAPEX/Revenues (excl. licenses and frequencies) 16.8% 16.8% 0.0 pt -
CFFO 2,760 2,785 0.9% -
Net Debt 624 4,679 - -
Net debt/EBITDA 0.1x 0.8x - -
At the end of 2015, the Group’s international activities E a r n i n g s f r o m o p e r a t i o n s ( E B I TA ) a m o u n t e d t o

reported revenues of MAD 14,010 million, up more than MAD 2,954 million, up 16.7% (+15.8% like-for-like). The 5.2%
62% (+6.9% like-for-like), under the combined effect of like-for-like increase in depreciation charges was largely offset
the sustained growth of its historical subsidiaries (+7.2% by the increased EBITDA. The operating margin was 21.1%,
at constant exchange rates) and of the newly acquired under the dilutive effect of the consolidation of the new
subsidiaries (+6.8% at constant exchange rates). African assets. On a like-for-like basis, this margin improved
by 1.6 point.
At the end of December 2015, Earnings from Operations
Before Depreciation and Amortization (EBITDA) amounted to Cash Flow From Operations (CFFO) internationally up 0.9%
MAD 5,599 million, up 36%. The 10.8% like-for-like growth in from 2014, driven by the increase in EBITDA and tight control
EBITDA reflects the increased revenues and improved margins over Working Capital Requirements (WCR), which more than
reported by the historical subsidiaries (+1.5 point) as well as offset the increase in investments (including the payment of
the new subsidiaries (+1.0 point) thanks to the major efforts MAD 872 million to renew the licenses in Mauritania and Niger
to control operating costs, more than offsetting the impact of and a MAD 824 million down-payment to renew the license
the new taxes in Mali, Togo, Benin, Niger and Mauritania. The in Ivory Coast). Excluding licenses, CFFO from international
consolidation of the new African subsidiaries had a dilutive activities grew sharply by 66% to MAD 4,572 million,
impact on EBITDA margin which reached 40.0%, up 1.4 point representing nearly 82% of EBITDA, thanks to major efforts
on a like-for-like basis. to manage working capital requirements.

FINANCIAL REPORT
Overview
OPERATIONAL INDICATORS
Change at constant
Unit 2014 2015 exchange rate
MOBILE
Customer base (000)
Mauritania 1,922 2,121 +10.3%
Burkina Faso 5,468 6,760 +23.6%
Gabon Telecom 1,183 1,157 -2.2%
Mali 10,673 7,431 -30.4%
Ivory Coast 3,946 5,151 +30.5%
Benin 2,866 3,266 +13.9%
Togo 1,920 2,141 +11.5%
Moov Gabon 405 440 +8.8%
Niger 605 810 +33.8%
Central African Republic 128 149 +16.2%
ARPU (in MAD/month)
Mauritania 66.5 66.6 +0.1%
Burkina Faso 29.5 27.6 -6.5%
Gabon Telecom 92.3 97.4 +5.5%
Mali 21.3 23.4 +10.3%
Ivory Coast 34.4 39.8 +15.7%
Benin 41.6 42.1 +1.2%
Togo 40.4 36.5 -9.7%
Moov Gabon 79.9 79.0 -1.1%
Niger 49.4 55.6 +12.6%
4
Central African Republic 39.0 33.6 -13.8%
FIXED-LINE
Customer base (000)
Mali 130 138 +5.9%
BROADBAND ACCESS
Customer base (000)
Mali 64 58 -9.4%

4 FINANCIAL REPORT
Overview
4.2.3 TRANSITION FROM SEPARATE FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are derived from ›› elimination of capitalized costs from the balance sheet and
the separate financial statements of Maroc Telecom and recognition in the income statement of the change in the
its subsidiaries, as prepared under the generally accepted period;
accounting principles of each country. Various adjustments ›› recognition in the income statement of foreign currency
have been made to these separate financial statements, translations adjustments (liabilities);
in compliance with IFRS consolidation and presentation
›› recognition of the impact of unwinding the retirement
requirements.
benefits provision discounting in financial income;
The main adjustments to the presentation of the statement of ›› capitalization of deferred taxes on temporary differences
comprehensive income are the: arising from the separate financial statement s,
IFRS adjustments and tax loss carryforwards;
›› elimination of revenues related to cancelled subscriptions
›› reclassification under net operating income of noncurrent
between the date of cancellation and the end of the
operating items, and under net financial income of
subscription period;
noncurrent financial items;
›› reclassification of the Fidelio (loyalty awards program)
›› reclassification under current assets of assets held for sale;
provision, which is netted against revenues;
›› reclassification of the corporate income tax liability
›› recognition of resellers’ commissions as consolidated
component of tax debts;
operating expenses. These costs were initially netted
against revenues in the separate financial statements; ›› reclassification under current items, of loan, financial debt
and provision components maturing in less than a year.
›› activation of payroll costs relating to the deployment of
fixed assets. Other consolidation adjustments concern to all consolidation
›› recognition of SIM cards in intangible assets; trans ac tions (elimination of consolidated securities,
›› inventory values of handsets sold but not activated are intercompany transactions and internal capital gains or
adjusted to account for the recognition of revenues upon losses, etc.).
activation;

FINANCIAL REPORT
Consolidated financial statements at December 31, 2014, 2015 and 2016
4.3 Consolidated financial statements

at December 31, 2014, 2015 and 2016
Pursuant to regulation (EC) no. 1606/2002 of the European Parliament of July 19, 2002, Maroc Telecom Group’s consolidated
financial statements have been prepared in accordance with International Financial Reporting Standards (IAS/IFRS), as endorsed
by the European Union.
Statutory Auditors’ report on the consolidated Note 15 Borrowings and other financial liabilities 180
financial statements year ended December 31, 2016 152
Note 16 Trade accounts payable 183
Consolidated statement of financial position 153
Note 17 Revenues 184
Consolidated statement of comprehensive income 154
Note 18 Cost of sales 184
Consolidated statement of cash flow 155
Note 19 Payroll costs 184
Consolidated statement of changes in equity 156
Note 20 Taxes, duties, and fees 185
Note 1 Accounting prInciples and valuation methods 157
Note 21 Other operating income and expenses 185
Note 2 Scope of consolidation 166
Note 22 Depreciation, impairment and provisions 186
Note 3 Goodwill 168
Note 23 Income from equity affiliates 186
Note 4 Other intangible assets 169
Note 5 Property, plant, and equipment 171

Note 24 Net financial income or expense 187
4
Note 25 Tax expense 187
Note 6 Investments in equity affiliates 173
Note 26 Noncontrolling interests 188
Note 7 Noncurrent financial assets 173
Note 27 Earnings per share 189
Note 8 Change in deferred taxes 175
Note 28 Segment data 189
Note 9 Inventories 176
Note 29 Restructuring provisions 191
Note 10 Trade accounts receivable and other 176
Note 30 Related-party transactions 191
Note 11 Current financial assets 177
Note 31 Contractual commitments and contingent
Note 12 Cash and cash equivalents 177 assets and liabilities 192
Note 13 Dividends 178 Note 32 Risk management 195
Note 14 Provisions 178 Note 33 Events after the end of the reporting period 197

4 FINANCIAL REPORT
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED

FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2016
To shareholders of Itissalat Al Maghrib “IAM” SA An audit involves performing procedures to obtain audit
Avenue Annakhil, Hay Riad evidence about t he amount s and disclosure s in t he
Rabat, Maroc consolidated financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment
We have audited the accompanying consolidated financial of the risks of material misstatement of the consolidated
statements of ITISSALAT Al MAGHRIB (IAM) S.A. and its financial statements, whether due to fraud or error. In making
subsidiaries (the Group), which comprise the consolidated those risk assessments, the auditor considers internal control
balance sheet as at December 31, 2016, the consolidated relevant to the entity’s preparation and fair presentation of
statement of comprehensive income, the consolidated the consolidated financial statements in order to design audit
statement of changes in equity and the consolidated statement procedures that are appropriate in the circumstances, but not
of cash flows for the years then ended, and a summary for the purpose of expressing an opinion on the effectiveness
of significant accounting policies and other explanatory of the entity’s internal control.
information. These consolidated financial statements show
an amount of consolidated equity of MMAD 19,298 including An audit also includes evaluating the appropriateness of
a consolidated net profit of MMAD 6,628. accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements.
MANAGEMENT’S RESPONSIBILITY
We believe that the audit evidence we have obtained is
Management is responsible for the preparation and fair sufficient and appropriate to provide a basis for our audit
presentation of these consolidated financial statements in opinion.
accordance with International Financial Reporting Standards
(IFRS). This responsibility includes planning, implementing,
and monitoring internal controls relating to the preparation
OPINION ON CONSOLIDATED
and presentation of financial statements that are free of FINANCIAL STATEMENTS
material misstatement, whether due to fraud or error, and
selecting accounting estimates that are appropriate for the In our opinion, the consolidated financial statements referred
circumstances. to in the first paragraph above provide in all material aspects
a true and fair view of the financial position of the group
comprising the persons and entities of ITISSAL AT AL-
AUDITOR’S RESPONSIBILITY MAGHRIB (IAM) S.A. at December 31, 2016, and the financial
performance and cash flows for the fiscal year then ended,
Our responsibilit y is to express an opinion on these in accordance with the International Financial Reporting
consolidated financial statements based on our audit. We Standards (IFRS), as adopted by the European Union.
conducted our audit in accordance with Moroccan Standards
on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance that the consolidated financial
statements are free from material misstatement.
Casablanca, February 24, 2017

The Statutory Auditors
Deloitte Audit ABdelaziz ALMECHATT
French original sign by French original signed by
Sakina BENSOUDA-KORACHI Abdelaziz ALMECHATT
Partner Partner

FINANCIAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS (in MAD million) Note Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016
Goodwill* 3 6,796 8,440 8,360
Other intangible assets 4 2,958 7,123 7,378
Property, plant, and equipment 5 25,135 29,339 29,981
Investments in equity affiliates 6 0 0 0
Noncurrent financial assets 7 293 329 327
Deferred tax assets 8 104 429 276
NONCURRENT ASSETS 35,286 45,660 46,322
Inventories 9 400 375 324
Trade accounts receivable and other 10 8,713 11,192 12,001
Short term financial assets 11 112 126 156
Cash and cash equivalents 12 1,259 3,082 2,438
Assets available for sale 55 113 54
CURRENT ASSETS 10,539 14,889 14,974
TOTAL ASSETS 45,824 60,549 61,296
SHAREHOLDERS’ EQUITY
AND LIABILITIES (in MAD million) Note Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016
Share capital 5,275 5,275 5,275
Retained earnings 4,760 4,474 4,604
Net earnings 5,850 5,595 5,598
Shareholders’ equity attributable to equity holders of the parent 13 15,884 15,344 15,476
Noncontrolling interests 4,278 4,360 3,822
SHAREHOLDERS’ EQUITY
Noncurrent provisions 14
20,163
366
19,704
535
19,298
470
4
Borrowings and other long-term financial liabilities 15 325 6,039 4,666
Deferred tax liabilities 8 203 282 266
Other noncurrent liabilities 0 0 0
NONCURRENT LIABILITIES 893 6,855 5,402
Trade accounts payable* 16 17,429 22,827 24,626
Current tax liabilities 461 714 651
Current provisions 14 572 834 1,208
Borrowings and other short term financial liabilities 15 6,307 9,615 10,110
CURRENT LIABILITIES 24,768 33,990 36,596

4 FINANCIAL REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in MAD million) Note 2014 2015 2016

REVENUES 17 29,144 34,134 35,252
Cost of purchases 18 (4,654) (6,046) (6,223)
Payroll costs 19 (2,818) (3,245) (3,260)
Taxes and duties 20 (1,782) (2,377) (2,971)
Other operating income (expenses) 21 (3,865) (5,323) (5,486)
Net depreciation, amortization, and provisions 22 (5,759) (6,804) (6,845)
EARNINGS FROM OPERATIONS 10,266 10,340 10,468
Other income and charges from ordinary activities (37) (46) (47)
Income from equity affiliates 23 0 0 0
EARNINGS FROM CONTINUING OPERATIONS 10,229 10,294 10,421
Income from cash and cash equivalents 6 14 10
Gross borrowing costs (323) (454) (333)
Net borrowing costs (317) (439) (322)
Other financial income and expenses (29) (126) (124)
Net financial income (expense) 24 (345) (565) (446)
Income tax 25 (3,246) (3,152) (3,347)
NET INCOME 6,638 6,577 6,628
Exchange gain or loss from foreign activities (106) (78) (276)
Other income and expenses 12 1 (23)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 6,544 6,499 6,329
NET INCOME 6,638 6,577 6,628
Noncontrolling interests 26 788 982 1,031
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 6,544 6,499 6,329
Noncontrolling interests 26 769 953 891
Earnings per share 2014 2015 2016

Net earnings attributable to equity holders
of the parent (in MAD million) 5,850 5,595 5,598
Number of shares at December 31 879,095,340 879,095,340 879,095,340
NET EARNINGS PER SHARE (IN MAD) 27 6.7 6.4 6.4
DILUTED NET EARNINGS PER SHARE (IN MAD) 27 6.7 6.4 6.4

FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOW
(in MAD million) Note 2014 2015 2016

Depreciation, amortization and other non-cash movements 5,759 6,804 6,548
GROSS CASH FROM OPERATING ACTIVITIES 16,026 17,143 17,016
Other changes in net working capital 238 444 (145)
NET CASH FROM OPERATING ACTIVITIES BEFORE TAX 16,264 17,587 16,871
Income tax paid (3,303) (3,018) (3,388)
NET CASH FROM OPERATING ACTIVITIES (A) 12 12,960 14,569 13,483
Purchase of PP&E and intangible assets (4,727) (8,352) (6,251)
Purchases of consolidated investments after acquired cash 0 (51) (66)
Investments in equity affiliates 0 0 0
Increase in financial assets (108) (467) (219)
Disposals of PP&E and intangible assets 3 2 414
Decrease in financial assets 5 30 22
Dividends received from nonconsolidated investments 3 9 5
NET CASH USED IN INVESTING ACTIVITIES (B) (4,825) (8,828) (6,094)
Capital increase (122)
Dividends paid by Maroc Telecom 13 (5,274) (6,065) (5,590)
Dividends paid by subsidiaries to their noncontrolling interests (1,062) (996) (1,210)
CHANGES IN EQUITY (6,336) (7,061) (6,922)
Proceeds from borrowings and increase
in other long-term financial liabilities 153 2,800 307
Payments on borrowings and decrease
in other noncurrent financial liabilities 0 0 0
Proceeds from borrowings and increase
in other short-term financial liabilities 865 2,813 1,352
4
Payments on borrowings and decrease
in other current financial liabilities (2,331) (2,012) (2,299)
Change in net current accounts 0 0 0
Net interest paid (cash only) (316) (446) (265)
Other cash expenses (income) used in financing activities (21) (103) (153)
CHANGE IN BORROWINGS
AND OTHER FINANCIAL LIABILITIES (1,651) 3,053 (1,058)
NET CASH USED IN FINANCING ACTIVITIES (D) 12 (7,987) (4,008) (7,979)
TRANSLATION ADJUSTMENT
AND OTHER NONCASH ITEMS (G) 26 91 (53)
TOTAL CASH FLOWS (A)+(B)+(D)+(G) 12 175 1,823 (644)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,084 1,259 3,082
CASH AND CASH EQUIVALENTS AT END OF PERIOD 12 1,259 3,082 2,438

4 FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Earnings Other Non

Share and retained comprehensive Total controling
(in MAD million) capital earnings income Group share interest Total
RESTATED POSITION AT JANUARY 1, 2014 5,275 10,205 (149) 15,331 4,602 19,933
Total comprehensive income for the period 5,850 (75) 5,775 769 6,544
Change in gains and losses recognized directly in equity
and recyclable in profit or loss (83) (83) (23) (106)
Gains and losses on translation (83) (83) (23) (106)
and recyclable in profit or loss 8 8 4 12
Actuarial difference 4 4 4 8
Actuarial gains and loses 4 4 4
Dividends (5,274) (5,274) (966) (6,240)
Treasury stock 52 52 (126) (74)
Other adjustements 0 0
RESTATED POSITION AT DECEMBER 31, 2014 5,275 10,833 (223) 15,884 4,278 20,163
and recyclable in profit or loss 0 (49) (49) (29) (78)
and recyclable in profit or loss 1 1 0 1
Actuarial difference 0 0 0 0
Actuarial gains and loses 1 1 1
Change in percentage with assumption/loss of control 0 215 215
Dividends (6,065) (6,065) (1,089) (7,154)
Treasury stock 0 0
Other adjustements (22) (22) 3 (19)
POSITION AT DECEMBER 31, 2015 5,275 10,341 (271) 15,344 4,360 19,704
and recyclable in profit or loss 0 (142) (142) (130) (271)
and recyclable in profit or loss (14) (14) (10) (23)
Actuarial difference (14) (14) (10) (23)
Change in percentage without assumption/loss of
control 282 282 (337) (55)
Change in percentage with assumption/loss of control 0 0
Dividends (5,590) (5,590) (1,118) (6,708)
Treasury stock 40 40 40
Other adjustements (42) (42) 25 (17)
POSITION AT DECEMBER 31, 2016 5,275 10,628 (427) 15,476 3,822 19,298

FINANCIAL REPORT
At December 31, 2016, Maroc Telecom’s share capital The reserves consist mainly of accumulated prior year retained
comprised 879,095,340 ordinary shares. Ownership of the earnings of which MAD 3,424 million of undistributable
shares was divided as follows: reserves at December 31, 2016 and Group part net income
for the current year.
›› Etisalat: 53% through a holding company 91.3%-owned by
Etisalat and 8.7%-owned by the Abu Dhabi Development Fund;
›› Kingdom of Morocco: 30%;
›› Other: 17%.
NOTE 1 ACCOUNTING PRINCIPLES AND VALUATION METHODS
Group companies are consolidated on the basis of their 2.2 Impact of application of the standards
fiscal year ending December 31, except for CMC, whose and interpretations adopted in 2016
fiscal year ends March 31, 2016.
The annual improvements of the cycle 2011-2013 has an
The financial statements and notes thereto were approved by impact on the IFRS 1, IFRS 3, IFRS 13 and IAS 40 without
the Management Board on January 30, 2017. material impac t on Maroc Telecom’s annual financial
statements.
1. Basis of preparation for the consolidated

financial statements for 2016, 2015, and 2014 3. Presentation and principles governing
the preparation of the consolidated financial
Pursuant to regulation (EC) no. 1606/20 02 of July 19,
statement
2002, concerning the adoption of international accounting
standards, the consolidated financial statements of Maroc Pursuant to IFRS principles, the consolidated financial
Telecom Group for the year ended December 31, 2016, statements have been prepared on an historical-cost basis,
were prepared in accordance with the International Financial with the exception of certain asset and liability categories.
Reporting Standards (IFRS) issued by the International
The categories concerned are mentioned in the notes below.
4
Accounting Standards Board (IASB), applicable as endorsed
by the European Union (EU). For purposes of comparison, the The consolidated financial statements are presented in dirham
2016 financial statements also include financial information and all values are rounded to the nearest million unless
on 2015 and 2014. otherwise noted. They include the accounts of Maroc Telecom
and its subsidiaries after elimination of intragroup transactions.
2. Compliance with accounting standards

3.1 Statement of comprehensive income
The consolidated financial statements of Itissalat Al-Marghrib
S.A. have been prepared in accordance with International Maroc Telecom has chosen to present its statement of
Financial Repor ting Standards (IFRS) and International comprehensive income in a format that breaks down income
Financial Repor ting Interpretations Committee (IFRIC) and expenses by type.
interpretations endorsed by the European Union and
mandatory at December 31, 2016. The accounting standards 3.1.1 Earnings from operations and earnings from continuing
applied to the consolidated financial statements do not differ operations
from those issued by the International Accounting Standards Earnings from operations, which in documents previously
Board (IASB). issued by Maroc Telecom was called operating income,
includes revenues, cost of purchases, payroll costs, taxes and
duties, other operating income and expenses, as well as net
2.1 Standards and interpretations applied by Maroc
depreciation, amortization and provisions.
Telecom for fiscal year 2016
All the new standards, interpretations and amendments Earnings from continuing operations includes earnings from
published by the IASB and mandatory in the European Union operations, other income from continuing operations, other
since January 1, 2016 have been applied. expenses on continuing operations (including impairment of
goodwill and other intangible assets), as well as the share of
net earnings of equity associates.

4 FINANCIAL REPORT
3.1.2 Financing costs and other financial income ›› employee benefits: assumptions, updated annually, include
and expenses the probability of employees remaining with the Group until
Net financing costs comprise: retirement, expected changes in future compensation, the
discount rate, and the inflation rate (see Note 14);
›› gross financing costs which includes interest payable on ›› revenue recognition: estimates of benefits granted as
loans calculated using the effective-interest rate method; part of customer-loyalty programs, to be deducted from
›› financial income received from cash investments. certain revenue items, and of deferred revenue relating to
distributors (see Note 17);
Other financial income and expenses mainly include gains
›› goodwill: valuation methods adopted for the identification
and losses on currency translation (other than those relating
of intangible assets acquired through business combinations
to operating activities recognized under earnings from
(see Note 3);
operations), dividends received from non-consolidated
companies, earnings from consolidated activities or companies ›› goodwill, indefinite useful lives of intangible assets, and
not recognized under earnings from discontinued activities or assets in progress: assumptions are updated annually for
in the process of being discontinued. impairment tests performed on each of the Group’s Cash-
Generating Units (CGUs), determined by future cash flows
and discount rates;
3.2 Statement of financial position
›› deferred taxes: estimates concerning the recognition of
Assets and liabilities with maturities shorter than the operating deferred tax assets are updated annually; estimates include
cycle, i.e. generally less than 12 months, are recognized under the Group’s future tax results and expected changes in
current assets or liabilities. If their maturities are longer than temporary differences between assets and liabilities (see
this, they are recognized under noncurrent assets or liabilities, Note 8).
except for operating expenses.
3.5 Consolidation methods

3.3 Consolidated statement of cash flows
The generic name Maroc Telecom refers to the group of
Maroc Telecom prepares its consolidated statement of cash companies composed of the parent company Itissalat Al-
flows using the indirect method. Working capital requirements Maghrib S.A. and its subsidiaries.
correspond to changes in items on the statement of financial
position related to trade receivables, inventories, provisions, A list of the Group’s principal subsidiaries is presented in
and accounts payable. Note 2, “Scope of consolidation at December 31, 2016, 2015,
and 2014.
3.4 Use of estimates and assumptions Maroc Telecom’s scope of consolidation comprises wholly
owned companies exclusively; therefore the only consolidation
The preparation of consolidated financial assets in accordance
method employed by the Group is that of full consolidation.
with IFRS requires Maroc Telecom to make certain estimates
and assumptions that it deems reasonable and realistic. The accounting method described below was applied
Despite regular reviews of these estimates and assumptions consistently to all the periods presented in the consolidated
based on past or anticipated achievements, facts and financial statements. This accounting method was applied
circumstances may lead to changes in these estimates and consistently by all Group entities.
assumptions that could have an impact on the carrying value
of Group assets, liabilities, equity, or earnings.
Full consolidation
The main estimates and assumptions concern changes in the All companies in which Maroc Telecom has a controlling
following items: interest, namely those in which it has the power to govern
financial and operational policies to obtain benefits from their
›› provisions: risk estimates, performed on an individual operations, are fully consolidated.
basis; the occurrence of events during risk-measurement
procedures may lead at any time to a reassessment of the The new standard for consolidation, introduced by IFRS 10 as
risk in question (see Note 14); replacement of IAS 27 (amended) – Consolidated and Separate
›› impairment of trade receivables and inventories: estimates Financial Statements and by SIC 12 – Special Purpose
of nonrecovery risk for trade receivables and obsolescence
risk for inventories;

FINANCIAL REPORT
Vehicles, is based on the following three criteria that must types of owners: 1. the owners of Maroc Telecom Group
be met simultaneously for Maroc Telecom to assume control: (shareholders of Maroc Telecom SA), and 2. holders of
non-controlling interests (minority shareholders of the
›› Maroc Telecom has power over the subsidiary when it has subsidiaries). A non-controlling interest is defined as a
existing rights that give it the ability to direct the relevant stake in a subsidiary that cannot be directly or indirectly
activities (i.e., the activities that significantly affect the attributed to a parent company (hereinafter “non-controlling
investee’s returns); Power arises from existing and/or interests”). Consequently any changes in percentage of
potential voting rights and/or contractual arrangements. The ownership of a parent company in a subsidiary that do not
voting rights must be substantial (i.e., they may be employed result in the loss of control affects only equity, because
at any time and without limitation, particularly during votes control is not changed within the economic entity.
on important activities). Assessment of whether a parent has
power over a subsidiary depends on the relevant activities Transaction eliminated in the consolidated financial statements
of the subsidiary, it’s decision-making procedures, and the Revenues, expenses, and balance-sheet positions resulting
breakdown of votes among the other shareholders; from intragroup transactions are eliminated during the
›› Maroc Telecom has exposure or rights to variable returns preparation of the consolidated financial statements.
from its involvement with the subsidiary. These returns may
vary in accordance with the subsidiary’s performance. The
3.6 Goodwill and Business combinations
notion of return is defined broadly and includes dividends
and other forms of distributed economic benefits, the Adjusted goodwill
investment’s valuation, cost savings, synergies, etc.;
The allocation of the purchase price to the assets and liabilities
›› Maroc Telecom has the ability to exercise its power to of the new subsidiaries as of January 26, 2015 was determined
affect the returns. Any power that cannot affect returns is on the basis of their estimated fair value at February 1, 2015.
considered non-controlling. Under IFRS 3, the Group has 12 months from the acquisition
›› The Group’s consolidated financial st atement s are date to finalize the purchase price allocation to the assets,
presented as those of a single economic entity with two liabilities and contingent liabilities of the new subsidiaries.
The purchase price allocation, now final, is as follows:
(in MAD million) Amounts

Purchase price 2,419
Adjusted net position 683 4
Full goodwill 1,736
Goodwill (attributable to equity holders of the parent) 1,685
Goodwill (attributable to noncontrolling interests) 51
The differences between the provisional and final purchase price allocation are as follows:
(in MAD million) Amounts

Frequency Fees 121
other 32
TOTAL ADJUSTMENTS 153
Note that 2015 was impacted by the most significant ›› the identifiable assets acquired and the liabilities assumed
adjustment regarding the impact of fee accounting of Benin are measured at their fair value on the acquisition date;
frequencies. ›› the noncontrolling interests are measured either at fair
value or at their proportionate share of the acquiree’s
Business combinations from January 1, 2009 identifiable net assets. This option is available on a
The acquisition method is used to account for business transaction-by-transaction basis.
c o m b i n a t i o n s . U n d e r t h is m e t h o d , u p o n t h e i n i t i a l
consolidation of an entity over which the Group has acquired
exclusive control:

4 FINANCIAL REPORT
On the acquisition date, goodwill is measured as the difference ›› cost s at tribut able direc tly to the acquisition were
between: recognized under the cost of the business combination;
›› the fair value of the consideration transferred plus the ›› in the event of acquisition of an additional interest in a
amount of noncontrolling interest in the acquiree, and, in a consolidated subsidiary, Maroc Telecom recognizes as
business combination achieved in stages, the acquisition- goodwill the difference between the acquisition cost and
date fair value of the equity interest held previously by the the carrying value of acquired noncontrolling interests.
acquirer in the acquiree;
›› the net amount on the acquisition date for identifiable 3.7 Foreign-currency translation
assets acquired and liabilities assumed.
Foreign-currency transactions are initially recorded in the
The fair-value measurement of noncontrolling interests functional currency at the exchange rate prevailing on the date
increases goodwill up to the share attributable to the of the transaction. At the end of the period, monetary assets
noncontrolling interests, thereby resulting in the recognition and liabilities denominated in a foreign currency are translated
of full goodwill. The purchase price and its allocation must into the functional currency at the exchange rate prevailing on
be completed within 12 months of the acquisition date. If that date. All translation differences are recognized in profit or
goodwill is negative, it is recognized as profit directly in profit loss for the period.
or loss. After the acquisition date, goodwill is measured at its
initial amount, less any recorded impairment losses.
3.8 Translation of financial statements
The following principles also apply to business combinations: for foreign activities
Assets and liabilities relating to foreign activities, including
›› beginning on and after the acquisition date, to the extent
goodwill and fair-value adjustments arising from consolidation,
possible, goodwill is allocated to each cash-generating unit
are translated into Moroccan dirhams at the exchange rate
likely to benefit from the business combination;
prevailing at the end of the period.
›› any adjustment to the purchase price is recorded at
fair value on the acquisition date, and any subsequent Income and expenses are translated into dirhams at the
adjustment after the purchase-price allocation period is average exchange rate over the period.
recognized in profit or loss;
Foreign exchange differences arising from translation are
›› acquisition-related costs are recognized as expenses when
recorded as foreign currency translation differences, as a
incurred;
separate component of shareholders’ equity.
›› in the event of acquisition of an additional interest in a
consolidated subsidiary, Maroc Telecom recognizes the
difference between the acquisition cost and the carrying 3.9 Assets
value of noncontrolling interests as a change in equity
attributable to shareholders of Maroc Telecom; 3.9.1 Other intangible assets
›› goodwill is not amortized. Intangible assets acquired separately are recorded at cost,
and intangible assets acquired in connection with a business
Business combinations prior to January 1, 2009 combination are recorded at their fair value at the acquisition
date. The historical-cost model is applied to intangible assets
Pursuant to IFRS 1, Maroc Telecom elected not to restate after their initial recognition; amortization begins as soon as
business combinations that occurred before January 1, 2004. the assets are available for use. Assets with a finite useful life
IFRS 3, as published by the IASB in March 2004, had already are amortized.
retained the acquisition method. Its provisions, however,
differed from those of the revised standard on the following Useful life is reviewed at the end of each reporting period and
main points: is estimated at between two and five years.
›› noncontrolling interests were measured on the basis of Trade names, subscriber bases, and market shares generated
their proportionate share in the acquired net identifiable internally are not recognized as intangible assets.
assets; the option of fair-value measurement did not exist;
Licenses to operate telecom networks are recorded at
›› contingent consideration was recognized in the cost of
historical cost and amortized on a straight-line basis from
acquisition only if payment was likely to occur and the
their effective service start date until the expiry of the
amounts could be measured reliably;
corresponding license.

FINANCIAL REPORT
Maroc Telecom has elected not to apply the option provided operator were recorded as a net amount in the opening
in IFRS 1 to remeasure certain intangible assets at their fair statement of financial position, as approved by:
value at January 1, 2004.
›› the Postal Services and Information Technology Act no. 24-96;
Subsequent expenditure for intangible assets is activated only ›› the joint order no. 341-98 of the Ministry of Telecommunications
where it increases the probable future economic benefits and the Ministry of Finance, Commerce, and Industry, approving
specific to the corresponding asset. All other expenditure is the inventory of assets transferred to Maroc Telecom Group.
expensed in the period in which it is incurred.
Depreciation is calculated using the straight-line method
3.9.2 Research and development costs over the estimated useful lives of the assets. Useful lives
are reviewed at the end of each reporting period and are as
Research costs are expensed when incurred. Development
follows:
expenses are capitalized when the project can reasonably be
considered feasible. ›› Construction and buildings.......................................... 20 years
Pursuant to IAS 38 – Intangible Assets, development costs ›› Civil engineering projects............................................. 15 years
are capitalized only after the technical and financial feasibility ›› Network equipment:
of the asset for sale or use have been established, where it Transmission (mobile)................................................ 10 years
is likely that the future economic benefits attributable to the
Switching.........................................................................8 years
asset will flow to the Company, and where the cost of the
asset can be measured reliably. Transmission (fixed-line)............................................ 10 years
›› Fixtures and fittings:
3.9.3 Property, plant, and equipment for various facilities.................................................... 10 years
Property, plant, and equipment are carried at historical cost for the fitting out of buildings................................. 20 years
less any accumulated depreciation and impairment losses. ›› Computer equipment.......................................................5 years
Historical cost includes acquisition or production costs as well
as costs directly attributable to transporting the asset to its ›› Office equipment........................................................... 10 years
physical location and to preparing it for use in operations. For ›› Transportation equipment..............................................5 years
the purposes of IAS 23, borrowing costs directly attributable
to the acquisition, construction, or production of a qualifying Assets not yet in service are recorded as assets in progress.
asset are included in the cost of the asset. Other borrowing Assets financed through finance leases are recorded at the
4
costs are recognized as an expense for the period in which lower of the fair value of the asset and the present value of
they are incurred. When property, plant, and equipment the minimum lease payments, and related debt is recorded
include significant components with various useful lives, the under “Borrowings and other financial liabilities.” These assets
components are recorded and depreciated separately. are depreciated on a straight-line basis over their estimated
useful lives.
Property assets comprising the items “land” and “buildings” are
derived in part from the contribution in kind granted in 1998 Depreciation of assets acquired under finance leases is
by the Moroccan government (in connection with the breakup recorded as a general depreciation expense.
of ONPT) to Maroc Telecom when it was established. Maroc Telecom has elected not to apply the option provided
When these assets were transferred, the property titles could in IFRS 1 to remeasure property, plant, and equipment at fair
not be registered with the property registry. value as at January 1, 2004.
Fully 93% of such assets had been assigned property titles at The carr ying value of an item of proper t y, plant, and
the end of 2014. Although uncertainty over the property titles equipment includes the replacement cost of a component of
remains, the risk is limited, because the Moroccan government such an item if this cost is incurred, if it is probable that the
has guaranteed Maroc Telecom use of the transferred future economic benefits associated with the asset will flow
property as at the end of 2013, and because to date there to Maroc Telecom Group, and if the cost can be measured
have been no significant incidents related to this situation. reliably.
The assets transferred by the Moroccan government on All maintenance costs are expensed when incurred.
February 26, 1998, to establish Maroc Telecom as a public

4 FINANCIAL REPORT
3.9.4 Impairment of fixed assets initially recognized at fair value including directly attributable
Goodwill and other intangible assets with indefinite useful lives transaction costs. After initial recognition these assets are
are subject to an impairment test at the close of each annual measured at amortized cost using the effective-interest method.
period, and are also tested whenever there is an indication
They are subject to impairment tests when there is evidence
that they may be impaired. The carrying value of other fixed
of impairment loss. Impairment is recognized if the asset’s
assets is also subject to an impairment test whenever events
carrying value is greater than the present value of its estimated
or circumstances indicate that the carrying value of such
future cash flows.
assets may not be recoverable. The impairment test compares
the asset’s carrying amount with its recoverable amount (i.e., Loans and receivables
the higher of fair value less disposal costs and value in use).
This category comprises nonderivative financial assets whose
The recoverable amount is determined for an individual asset payment is fixed or determinable and which are not traded on
as long as the asset generates cash inflows that are largely any active market. These assets are recognized at amortized
independent of those from other assets or groups of assets. If cost using the effective-interest method, and they are subject
such is the case, as it is for goodwill, the recoverable amount to impairment tests if there is evidence of impairment loss.
is determined for the cash-generating unit. Maroc Telecom Impairment loss is recognized if the asset’s carrying value is
has deemed its fixed-line and mobile businesses to be cash- greater than the present value of its estimated future cash
generating units. flows, discounted at the original effective interest rate.
Available-for-sale financial assets

3.9.5 Financial assets
Available-for-sale securities include nonderivative financial
Financial assets with a maturity of more than three months are
assets that are classified either as available for sale or as
classified in one of the following four categories:
unallocated to any other category of financial assets.
›› assets at fair value through profit or loss;
Available-for-sale financial assets are recognized at fair value.
›› held-to-maturity assets; Gains and losses resulting from available-for-sale financial
›› loans and receivables; assets are recognized in equity until the financial asset is sold,
›› available-for-sale assets. redeemed, or otherwise removed from the balance sheet,
or until there is objective evidence that the investment is
Financial assets measured at fair value through profit or loss impaired indefinitely, whether partially or wholly, at which
This category comprises financial assets held for trading that time the accumulated gain or loss previously recognized in
Maroc Telecom intends to sell in the near future. equity is expensed in the statement of earnings.
Gains and losses arising from changes in the fair value of For financial assets actively traded on organized financial
financial assets in this category are recognized in profit or loss markets, fair value is determined by reference to the market
in the period in which they occur. price at the end of the reporting period.
Financial assets at fair value through profit or loss comprise If the fair value cannot be determined accurately, available-
mainly term deposits. for-sale securities are recognized at cost. Where there is
objective evidence that the investment is impaired indefinitely,
Held-to-maturity financial assets irreversible impairment is expensed.
Held-to-maturity financial assets are nonderivative financial When an available-for-sale security generates interest,
assets (other than loans and receivables) with fixed or the amount of interest is calculated in accordance with the
determinable payments and fixed maturities that the Group effective-interest method and is reported as income.
intends and is able to hold to maturity. These assets are
T he pr incipal available-for-s ale se cur it ie s compr ise
unconsolidated equity investments in unlisted companies.

FINANCIAL REPORT
3.9.6 Inventories sale, without possibility of offset. The reclassified assets are
Inventories comprise: recorded at the lower of fair value (net of disposal fees) and
cost less accumulated depreciation and impairment losses, and
›› goods held for sale to customers upon line activation, are no longer depreciated.
comprising fixed and mobile handsets and accessories
(inventories are accounted for using the weighted average An operation is qualified as discontinued when the criteria
cost method); for classification as an asset held for sale have been met or
when Maroc Telecom has sold the operation. Discontinued
›› handsets delivered to distributors and not activated at year-
operations are reported on a single line of the statement of
end are recorded as inventory;
comprehensive income for the periods reported, comprising
›› handsets not activated within nine months of the delivery the earnings after tax of the discontinued operations until
date are recorded as revenue; the divestiture date and the gain or loss after tax on the sale
›› equipment and supplies corresponding to general network or fair-value measurement, less costs to sell the assets and
equipment (these inventories are measured at their average liabilities of the discontinued operations. In addition, operating,
purchase price); investing, and financing cash flows generated by discontinued
›› inventories are valued at the lower of cost and net realizable operations are reported on the statement of cash flows.
value. Impairment is recognized based on the outlook for
disposal (whether for GSM or technical assets). Financial liabilities
Financial liabilities comprise borrowings, accounts payable,
3.9.7 Trade accounts receivable and other receivables and bank overdrafts.
This item comprises trade receivables and other receivables,
initially recognized at fair value and subsequently at amortized Borrowings
cost less impairment losses. All borrowings are initially accounted for at fair value of the
amount received, net of borrowing costs.
Trade accounts receivable includes trade receivables and
government receivables: The allocation of borrowings to current and noncurrent
liabilities is performed on the basis of contractual maturity.
›› trade receivables: held against individuals, distributors,
businesses, and international operators; The borrowings granted by Etisalat have not been updated
›› government receivables: held against local authorities and due to their insignificant nature.
the Moroccan government.
Derivative financial instruments 4
Impairment is recognized when the carrying value of an asset
exceeds the present value of its estimated future cash flows. Maroc Telecom uses a currency hedging in the form of
purchases and sales of foreign currencies.
3.9.8 Cash and cash equivalents
“Cash and cash equivalents” include cash on hand, sight 3.11 Provisions
deposits, current accounts, and short-term, highly liquid Provisions are recognized when, at the end of the reporting
investments with maturities of three months or less. period, the Group has a legal, regulatory, or contractual
obligation as a result of past events, when it is probable
3.10 Assets held for sale and discontinued operations that an outflow of resources (without any expected related
inflow) will be required to settle the obligation, and when the
A noncurrent asset or a group of assets and liabilities qualifies obligation can be estimated reliably. Where the effect of the
as held for sale when its carrying value may be recovered time value of money is material, provisions are discounted to
principally through its disposal and not by its continued their present value using a pretax discount rate that reflects
utilization. To qualify as held for sale, the asset must be current market assessments of the time value of money. If no
available for immediate sale and the disposal must be highly reliable estimate can be made of the amount of the obligation,
probable. Such assets and liabilities are reclassified as assets no provision is recorded and a disclosure is made in the notes
held for sale and as liabilities associated with assets held for to the consolidated financial statements.

4 FINANCIAL REPORT
Restructuring provisions are recorded when the Group has Deferred tax assets and liabilities are measured at the
approved a formal and detailed restructuring program and expected tax rates for the year during which the asset will
has either begun to implement the program or has announced be realized or the liability settled, on the basis of tax rates
the program publicly. Future operating expenses are not (and tax regulations) enacted or substantially enacted by the
provisioned. closing date.
A provision for pension obligations has been recorded for Taxes for items credited or charged directly to equity are
senior executives of Maroc Telecom. For the subsidiaries, this recognized in equity, not in profit or loss.
provision is estimated using the actuarial method.
3.13 Trade accounts payable
3.12 Deferred taxes
Trade accounts payable include trade payables and other
Deferred taxes are accounted for using the liability method, accounts payable. These are measured initially at historical
for differences at closing between the tax-base value of assets cost and subsequently at amortized cost.
and liabilities and their carrying value on the statement of
financial position.
3.14 Share-based compensation
Deferred tax liabilities are recognized for all taxable temporary Pursuant to IFRS 2, share-based compensation is recorded
differences: as a payroll cost at the value of the equity instruments
granted, which are assessed using a binomial model. However,
›› except for temporary differences generated by the initial
depending on whether the equity instruments granted are
recognition of goodwill;
settled through the issuance of Maroc Telecom shares or in
›› for taxable temporary differences arising from investments cash, the valuation of the expense differs:
in subsidiaries, affiliates, and joint ventures, unless the date
on which the temporary difference will reverse can be ›› for equity-settled instruments, the value of the instruments
controlled and it is probable that the temporary difference granted is initially estimated and fixed at grant date, then
will not reverse in the foreseeable future. allocated over the vesting period on the basis of features
of equity-settled instruments. The obligation is recorded
Deferred tax asset s are recognized for all deductible in equity;
temporary differences, tax-loss carry forwards, and unused
›› for cash-settled instruments, the value of the instruments
tax credits, insofar as it is probable that a taxable profit will
granted is initially estimated and fixed at grant date and
be available, or when a current tax liability exists to make
is then re-estimated at each reporting date; the expense
use of those deductible temporary differences, tax-loss
is adjusted pro rata for subsequent changes in the value
carryforwards, and unused tax credits:
of the vested rights. The obligation is allocated over the
›› except where the deferred tax asset associated with the vesting period on the basis of features of cash-settled
deductible temporary difference is generated by initial instruments. The corresponding obligation is recorded as a
recognition of an asset or liability in a transaction that is noncurrent provision.
not a business combination and that at the transaction date
Pursuant to the transitional provisions of IFRS 1 for IFRS 2,
does not impact accounting earnings, taxable income, or
Maroc Telecom elected to apply IFRS 2 retroactively, to
taxable losses;
January 1, 2004.
›› for deduc tible temporar y dif ferences arising from
investments in subsidiaries, affiliates, and joint ventures, In 2016, 2015 and 2014 no compensation paid in shares is
deferred tax assets are recorded to the extent that it is recognized.
probable that the temporary difference will reverse in the
foreseeable future and that taxable profit will be available
3.15 Revenues
against which the temporary difference can be utilized.
Revenues from continuing operations are recorded when it is
The carrying value of deferred tax assets is reviewed at each probable that the risks and future economic benefits incident
closing date and reduced to the extent that it is no longer to ownership of fixed assets will flow to the Group, and when
probable that a taxable profit will be available to allow the the revenues can be measured reliably.
deferred tax asset to be utilized.

FINANCIAL REPORT
Revenues comprise sales of telecommunications services in 3.16 Cost of purchases

Mobile, Fixed-Line, and Internet activities, as well as the sale
Cost of purchases comprises the purchase of mobile and fixed-
of telecommunications products, essentially mobile and fixed-
line handsets and interconnection costs.
line handsets and multimedia equipment. Almost all of Maroc
Telecom’s revenues are generated by services.
3.17 Other operating income and expenses
Revenues from telephone subscriptions are recognized on
a straight-line basis over the subscription contract period. This item comprises mainly commissions to distributors,
Revenues from incoming and outgoing call traf fic are network-maintenance expenses, advertising and marketing
recognized when the service is provided. For prepaid services, costs, and restructuring charges.
revenues are recognized as calls are made.
Revenues from Fixed-Line, Internet, and Mobile activities 3.18 Net financing costs
comprise: Net financing cost s include interest payable on loans
(calculated using the effective-interest method) and interest
›› revenue from domestic and international outbound and on investments.
inbound calls under postpaid plans (such revenue is
recorded when generated); Investment income is recognized in the statement of earnings
›› income from subscriptions; when acquired.
›› income from prepaid services (such income is recognized
as calls are made); 3.19 Tax expenses
›› income from dat a-transmission ser vices provided Tax expense includes income tax payable and deferred tax
to businesses, internet ser vice providers, and other expense (or income). Tax is expensed unless it applies to items
telecommunications operators; recorded directly to equity.
›› income from advertising in paper and electronic telephone
directories (such income is recognized when the directories
are published). 4. Contractual commitments and contingent
assets and liabilities
Revenues from the sale of handsets, net of customer discounts
and connection charges, are recognized upon line activation. Once a year, Maroc Telecom and its subsidiaries prepare
detailed reports on all contractual obligations, commercial and
4
Customer acquisition and loyalty costs are expensed for
mobile and Fixed-line services, principally consisting of financial commitments, and contingent obligations for which
customer rebates for handsets sold through distributors. they are jointly and severally liable. These detailed reports are
updated regularly by the relevant departments and reviewed
Sales of services provided to customers managed by Maroc by Group senior management.
Telecom on behalf of content providers (mainly premium-rate
numbers) are accounted for net of related expenses. The assessment of off-balance-sheet commitments relating to
suppliers of fixed assets is bears on the following:
When sales are made via a third-party distributor supplied
by the Group and involve a discount from the retail price, ›› for master service agreements and associated supplemental
revenues are recorded as gross revenues and commissions agreement s valued at more than MAD 25 million,
granted are recognized as operating expenses. the difference between minimum commitments and
commitments actually fulfilled;
Awards granted by Maroc Telecom and it s subsidiar y ›› for all other contracts, the difference between firm orders
companies to their customers in connection with customer and orders actually fulfilled.
loyalty programs, in the form of free or discounted goods or
services are recorded in accordance with IFRIC 13 and IAS 18. Commitments arising from real-estate leases are estimated on
the basis of one month’s rental expense, because virtually all
The IFRIC 13 interpretation is based on the principle of termination clauses require one month’s notice.
measuring customer-loyalty award credits at fair value (defined
as the excess price over the sales incentive that would be
granted to any new customer) and that would result (should
any such excess price exist) in deferred recognition of the
portion of the revenue associated with the subscription in the
amount of such excess price.

4 FINANCIAL REPORT
5. Segment data 7. Earnings per share

A segment is a distinguishable component of the Group that Earnings per share, as presented in the st atement of
is engaged in providing a product or service in a specific comprehensive income, are calculated by dividing earnings
economic environment (geographical segment), or in providing (Group share) for the period by the average number of shares
products or related services (business segment) that are outstanding over the period.
subject to risks and rewards different from those of other
business segments. Diluted earnings per share are calculated by dividing:
In order to benchmark the performance indicators used for ›› net profit of the fiscal year; and
internal reporting, as required by IFRS 8, Maroc Telecom ›› by the average number of shares outstanding over the
has opted to report key financial and operating indicators by period plus the average number of ordinary shares that
geographical area. This reporting has been achieved through would have been issued upon conversion of all potentially
the creation of a new international segment – separate dilutive instruments that are convertible into ordinary
from the Morocco segment – that combines the 10 existing shares.
subsidiaries in Mauritania, Burkina Faso, Gabon, Mali, Ivory
cost, Benin, Togo, Niger and Central African Republic.. At December 31, 2016, there were no potentially dilutive
instruments.
6. Net cash position

This corresponds to cash and cash equivalent s minus
borrowings, cash equivalents and cash earmarked for
borrowings repayable in more than three months’ time.
NOTE 2 SCOPE OF CONSOLIDATION
% Group Consolidation
Company Legal form interest % Capital held method
Maroc Telecom SA 100% 100% FC
Avenue Annakhil Hay Riad Rabat-Maroc
Compagnie Mauritanienne de Communication (CMC) SA
12/31/2016 80% 80% FC
12/31/2015 80% 80% FC
12/31/2014 80% 80%
Avenue Roi Fayçal Nouakchott-Mauritanie
Mauritel SA SA
12/31/2016 41% 52% FC
12/31/2015 41% 52% FC
12/31/2014 41% 52%
Avenue Roi Fayçal Nouakchott-Mauritanie
Onatel SA
12/31/2016 51% 51% FC
12/31/2015 51% 51% FC
12/31/2014 51% 51%
705, AV. de la nation 01 BP10000 Ouagadougou – Burkina Faso
Gabon Telecom SA
12/31/2016 51% 51% FC
12/31/2015 51% 51% FC
12/31/2014 51% 51%
Immeuble 9 étage, BP 40 000 Libreville-Gabon

FINANCIAL REPORT
% Group Consolidation
Company Legal form interest % Capital held method
Sotelma SA
12/31/2016 51% 51% FC
12/31/2015 51% 51% FC
12/31/2014 51% 51%
Route de Koulikoro, quartier Hippodrome, BP 740,Bamako-Mali
Casanet SA
12/31/2016 100% 100% FC
12/31/2015 100% 100% FC
12/31/2014 100% 100%
Avenue Annakhil Hay Riad Rabat-Maroc
Atlantique Telecom Côte d’Ivoire SA
12/31/2016 85% 85% FC
12/31/2015 85% 85%
12/31/2014
Abidjan-Plateau, Immeuble KARRAT, Avenue Botreau Roussel
Etisalat Bénin SA
12/31/2016 100% 100% FC
12/31/2015 100% 100%
12/31/2014
Cotonou, ilot 553, quartier Zongo Ehuzu, zone résidentielle,
avenue Jean Paul 2, immeuble Etisalat
Atlantique Telecom Togo SA
12/31/2016 95% 95% FC
12/31/2015 95% 95%
12/31/2014
Boulevard de la Paix, Route de l’Aviation, Immeuble Moov-Etisalat – Lomé
4
Atlantique Telecom Niger SA
12/31/2016 100% 100% FC
12/31/2015 100% 100%
12/31/2014
720 Boulevard du 15 avril Zone Industrielle, BP 13 379, Niamey
Atlantique Telecom Centrafrique SA
12/31/2016 100% 100% FC
12/31/2015 100% 100%
12/31/2014
Bangui, BP 2439, PK 0, Place de la République, Immeuble SOCIM,
rez-de-chaussée
Atlantique Telecom Gabon* SA
12/31/2016 0% 0% FC
12/31/2015 90% 90%
12/31/2014
Boulevard du Bord de Mer – Immeuble Rénovation – BP 12470 Libreville
Prestige Telecom Côte d’Ivoire SA
12/31/2016 100% 100% FC
12/31/2015 100% 100%
12/31/2014
Grand Bassam Zone Franche VITIB ex-Complexe IIAO, 01 BT 8592
Abidjan
* Atlantique Telecom Gabon was absorbed by Gabon Telecom with effect from June 29, 2016.

4 FINANCIAL REPORT
NOTE 3 GOODWILL
(in MAD million) Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016

Mauritel 137 137 137
Onatel 1,838 1,838 1,838
Gabon Telecom 142 142 641
Sotelma 4,674 4,613 4,532
Casanet 5 5 5
Filiales Moov 1,704 1,206
TOTAL NET 6,796 8,440 8,360
From July 1, 2009, business combinations are recognized Goodwill is tested for impairment at least once a year and
using the full goodwill method. Goodwill is allocated to Cash whenever there is evidence of loss of value.
Generating Units (CGU) identified under IAS 36.
A value test consists of comparing the carrying value of each
Sotelma’s goodwill and that of the new subsidiaries acquired CGU against its market value. This market value is estimated by
in 2015 were measured by applying IFRS 3 (revised). The discounting the future cash flows based on five years business
definitive goodwill of the Moov subsidiaries has been finalized plans. For Casanet, the market value is estimated by the market
in the first half of 2016. multiples method, on 2016 results and 2017 projections.
Goodwill-impairment tests are based on the following assumptions:
Valuation Discount rate Perpetual growth rate

CGU method in local currency in local currency
Mauritel DCF 16.50% 3.00%
Onatel DCF 12.00% 3.00%
Gabon Telecom DCF 12.50% 3.00%
Sotelma DCF 13.50% 3.00%
Filiales Moov DCF [9,5% - 16,5%] 3.00%
Casanet Market multiple method Average of 10.5 x l’EBITDA 2016 et 10.5 x l’EBITDA 2017
DCF: Discounted Cash Flows.

FINANCIAL REPORT
■■ Goodwill Variation Chart
Beginning Translation Change in scope End

(in MAD million) of period Impairment adjustment Reclassification of consolidation of period
2014 6,913 (116) 6,796
Mauritel 137 1 137
Onatel 1,838 1,838
Gabon Telecom 142 142
Sotelma 4,791 (117) 4,674
Casanet 5 5
2015 6,796 0 (57) 0 1,580 8,440
Mauritel 137 0 137
Onatel 1,838 1,838
Gabon Telecom 142 142
Sotelma 4,674 (60) 4,613
Casanet 5 5
Filiales Moov* 3 1,701 1,704
2016 8,440 0 (113) 33 0 8,360
Mauritel 137 (1) 137
Onatel 1,838 1,838
Gabon Telecom 142 (9) 508 641
Sotelma 4,613 (81) 4,532
Casanet 5 5
Filiales Moov* 1,704 (22) 33 (508) 1,206
4
NOTE 4 OTHER INTANGIBLE ASSETS

Software 1,611 1,603 1,411
Telecom license 673 4,258 4,588
Other intangible assets 674 1,262 1,379
NET TOTAL 2,958 7,123 7,378
The “telecom licenses” item includes the following licenses: ›› the global mobile licenses of AT RCA and Etisalat Benin;
›› the global license of AT Côte d’Ivoire;
›› the 2G licenses of Mauritel, Onatel, Gabon Telecom,
Sotelma, Etisalat Benin, AT Togo and AT Niger; ›› the 4G licenses of Maroc Telecom, Gabon Telecom and
Etisalat Benin.
›› the 3G licenses of Maroc Telecom, Mauritel, Onatel, Gabon
Telecom, Sotelma, Etisalat Benin, AT Togo and AT Niger;

4 FINANCIAL REPORT
“Other intangible assets” mainly include patents, brands, subsidiaries, namely the customer bases of the acquired
and other items identified during Goodwill* valuation of subsidiaries.
■■ 2016
Disposals Change
Acquisitions and with- Translation in scope of Reclassifica-
(in MAD million) 2015 and additions drawals adjustment consolidation tion 2016
Gross 18,540 2,052 0 (242) 0 (340) 20,009
Software 7,476 695 (86) (353) 7,732
Telecom license 6,552 888 (143) 7,296
Other intangible assets 4,513 468 (13) 13 4,981
Amortization and impairment (11,417) (1,356) 0 117 0 25 (12,631)
Software (5,873) (551) 62 41 (6,321)
Telecom license (2,294) (446) 47 (16) (2,708)
Other intangible assets (3,250) (359) 8 0 (3,601)
NET TOTAL 7,123 696 0 (125) 0 (315) 7,378
Intangible assets recorded a gross increase of MAD 1,469 million ›› the acquisition of the 3G license in Togo for MAD 61 million;
due mainly to the acquisitions of “Telecom Licenses” and ›› inves t ment s in int angible net wor k s amounting to
“Software” detailed as follows: MAD 695 million.
›› residual payment of MAD 827 million for the global license
awarded in Ivory Coast, effective from March 2016;
■■ 2015
Disposals Change
Acquisitions and with- Translation in scope of Reclassifi-
(in MAD million) 2014 and additions drawals adjustment consolidation cation 2015
Gross 12,789 3,497 0 3 4,172 (1,921) 18,540
Software 7,685 468 4 1,416 (2,097) 7,476
Telecom license 1,556 2,545 3 2,658 (210) 6,552
Other intangible assets 3,548 484 (3) 98 387 4,513
Amortization and impairment (9,831) (1,247) 1 4 (2,305) 1,960 (11,417)
Software (6,074) (563) 3 (2) (986) 1,750 (5,873)
Telecom license (883) (327) 4 (1,298) 210 (2,294)
Other intangible assets (2,874) (356) (1) 3 (21) (1) (3,250)
NET TOTAL 2,958 2,250 1 8 1,867 38 7,123
■■ 2014
Disposals Change
Acquisitions and with- Translation in scope of Reclassifi-
(in MAD million) 2013 and additions drawals adjustment consolidation cation 2014
Gross 11,884 924 8 (26) 12,789
Software 7,310 488 16 (128) 7,685
Telecom license 1,464 94 (2) 1,556
Other intangible assets 3,111 343 (7) 102 3,548
Amortization and impairment (8,738) (1,098) (9) 13 (9,831)
Software (5,451) (630) (7) 14 (6,074)
Telecom license (763) (113) (7) (883)
Other intangible assets (2,524) (355) 5 (2,874)
NET TOTAL 3,147 (174) (1) (13) 2,958
The reclassification column concerns transfers between line items of intangible assets.

FINANCIAL REPORT
NOTE 5 PROPERTY, PLANT, AND EQUIPMENT

Land 1,460 1,598 1,572
Buildings 2,955 2,897 2,859
Technical plant, machinery, and equipment 19,822 23,854 24,451
Transportation equipment 167 161 149
Office equipment, furniture, and fittings 703 723 747
Other property, plant, and equipment 27 105 204
NET TOTAL 25,135 29,339 29,981
The “Other property, plant, and equipment” item mainly includes advances and deposits for property, plant and equipment orders.
■■ 2016
Acquisi- Disposals Change Assets

tions and and with- Translation in scope of Reclassi- held
(in MAD million) 2015 dotations drawals adjustment consolidation fication for sale 2016
Gross 90,364 5,932 (417) (887) 0 193 347 95,532
Land 1,610 23 (58) (16) 0 25 1,584
Buildings 8,118 214 (347) (41) 8 347 8,300
Technical plant, machinery
and equipment 75,131 5,364 (1) (781) 0 (312) 79,402
Transportation, equipment 614 31 (10) (19) 0 0 616
Office equipment furniture
and fittings 4,675 154 (1) (25) 0 499 5,303
Other property, plant,
and equipment 216 146 (6) 0 (28) 327
Depreciation and impairment
Land
(61,025)
(11)
(5,196)
(2)
315 561
1
0 83 (289) (65,551)
(12)
4
Buildings (5,220) (249) 289 28 0 (289) (5,441)
Technical plant, machinery,
and equipment (51,277) (4,632) 16 497 0 445 (54,951)
Transportation equipment (454) (36) 10 13 0 (467)
Office equipment, furniture,
and fittings (3,952) (263) 1 20 0 (362) (4,557)
and equipment (110) (15) 2 0 (123)
NET TOTAL 29,339 736 (101) (326) 0 275 59 29,981
Property, plant and equipment increased by MAD 5,932 million ›› MAD 2,560 million in investment in international network
due to network infrastructure investments made in 2016. This infrastructure.
item breaks down as follows:
In 2016, depreciation and amortization of property, plant and
›› MAD 3,372 million in Morocco due to the modernization of equipment is almost stable.
network infrastructure for mobile, fixed-line and internet;

4 FINANCIAL REPORT
■■ 2015

Gross 78,177 5,338 (22) (168) 7,685 (300) (346) 90,364
Land 1,469 25 (5) 121 0 1,610
Buildings 8,139 279 (14) 58 1 (346) 8,118
and equipment 63,869 4,748 (11) (147) 6,946 (273) 75,131
Transportation, equipment 508 21 (11) 0 97 0 614
and fittings 4,153 249 (2) 275 0 4,675
and equipment 39 17 0 188 (28) 216
Depreciation and impairment (53,043) (5,206) 24 135 (3,766) 542 289 (61,025)
Land (9) (2) 0 0 (11)
Buildings (5,184) (304) 13 (22) (12) 289 (5,220)
and equipment (44,046) (4,586) 11 120 (3,340) 565 (51,277)
Transportation equipment (341) (38) 11 1 (87) 0 (454)
and fittings (3,450) (255) 2 (227) (23) (3,952)
and equipment (12) (21) 2 0 (91) 11 (110)
NET TOTAL 25,135 132 2 (33) 3,919 242 (57) 29,339
■■ 2014

Gross 74,531 3,978 (65) (254) (13) 78,177
Land 1,470 8 (9) 1,469
Buildings 8,150 25 (6) (20) (9) 8,139
and equipment 60,427 3,761 0 (225) (94) 63,869
Transportation, equipment 432 24 (24) 4 71 508
and fittings 4,003 153 (34) (3) 34 4,153
Other property, plant, and
equipment 49 7 (1) (15) 39
Depreciation and impairment (48,983) (4,362) 63 222 17 1 (53,043)
Land (9) (1) 1 0 0 (9)
Buildings (4,914) (296) 4 22 0 (5,184)
and equipment (40,539) (3,794) 0 195 92 (44,046)
Transportation equipment (322) (28) 24 1 (17) 1 (341)
and fittings (3,186) (242) 34 3 (59) (3,450)
and equipment (12) 0 0 (12)
NET TOTAL 25,548 (383) (1) (33) 3 1 25,135
The reclassification column concerns transfers between line items of property, plant, and equipment.

FINANCIAL REPORT
NOTE 6 INVESTMENTS IN EQUITY AFFILIATES
No equity interest was accounted for by the equity method in 2014, 2015, or 2016.
NOTE 7 NONCURRENT FINANCIAL ASSETS
(in MAD million) Note Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016

Unconsolidated investments 7.1 209 212 156
Other financial assets 84 117 171
NET TOTAL 293 329 327
At December 31, 2016, other financial assets mainly comprised: ›› long-term receivables of AT Togo for MAD 18 million;
›› loans granted to staff by Maroc Telecom for MAD 16 million;
›› loans granted by Mauritel for MAD 41 million;
›› other financial receivables of Etisalat Benin for MAD 38 million;
At December 31, 2016, the maturities of other financial assets were as follows:
(in MAD million) Note Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016

Due in less than 12 months 0 42 9
Due in 1 to 5 years 78 69 159
Due in more than 5 years 6 6 3
NET TOTAL 84 117 171

4 FINANCIAL REPORT
7.1 Unconsolidated interests

■■ 2016
(in MAD million) Percentage held Gross value Impairment Carrying amount

Arabsat NS 13 13
Autoroute du Maroc NS 20 4 16
Thuraya NS 10 10
Fond d’amorçage Sindibad 10% 5 5 0
Médi1 TV 8% 169 84 85
RASCOM 9% 44 32 12
Sonatel NS 12 12
CMTL 25% 6 1 4
INMARSAT NS 12 8 3
IMT/GIE 20% 1 1
MT Fly 100% 20 20 0
Hôtels de la GARE NS 1 1 0
TOTAL 312 156 156
In 2016, the percentage of non-consolidated listed companies was practically unchanged.
■■ 2015

Arabsat NS 14 14
Thuraya NS 10 10
Médi1 SAT 8% 169 64 105
RASCOM 6% 45 6 39
Sonatel NS 12 12
CMTL 25% 6 1 4
INMARSAT NS 12 12
IMT/GIE 20% 1 1
MT Fly 100% 20 20 0
Hôtels de la GARE NS 1 1 0
TOTAL 314 102 212
■■ 2014
Arabsat NS 13 0 13
Thuraya NS 10 0 10
Médi1 SAT NS 169 64 105
RASCOM NS 46 6 39
Sonatel NS 11 0 11
CMTL NS 6 4 2
INMARSAT NS 12 0 12
IMT/GIE 20% 1 1 0
MT Fly 100% 20 20 0
TOTAL 313 104 209

FINANCIAL REPORT
NOTE 8 CHANGE IN DEFERRED TAXES
8.1 Net position

Assets 104 429 276
Liabilities 203 282 266
NET POSITION (99) 148 10
8.2 Change in deferred taxes

■■ 2016
Charge Impact on Change

to profit shareholders’ in scope of Reclassifi- Translation
(in MAD million) 2015 or loss equity consolidation cations adjustment 2016
Assets 429 (159) 6 6 (6) 276
Liabilities 282 (13) (4) 1 0 266
NET POSITION 148 (146) 10 0 5 (6) 10
Deferred tax assets were down MAD 153 million from 2015, Deferred tax liabilities were slightly less than in 2015 due to
mainly due to the reversal of deferred tax assets previously various IFRS restatements made by the Group.
based on the tax losses of the subsidiaries Atlantique Telecom
Côte d’Ivoire and Gabon Telecom.
■■ 2015
Charge Impact on Change

to profit shareholders’ in scope of Reclassifi- Translation
(in MAD million)
Assets
2014
104
or loss
91
equity consolidation
0 237
cations
(2)
adjustment
0
2015
429
4
Liabilities 203 (42) 0 18 103 282
NET POSITION (99) 133 0 219 (105) 0 148
■■ 2014
Charge to Impact on Change

profit or shareholders’ in scope of Reclassifi- Translation
(in MAD million) 2013 loss equity consolidation cations adjustment 2014
Assets 107 (4) 2 (1) 104
Liabilities 199 (4) 8 0 203
NET POSITION (93) 0 (6) 0 0 0 (99)
Components of deferred taxes

Impairment deductible in later period 68 56 55
Restatement (IFRS) of revenues (68) (40) (38)
Deferred losses - 234 109
Other (98) (102) (116)
NET POSITION (99) 148 10

4 FINANCIAL REPORT
NOTE 9 INVENTORIES

Inventories 591 579 545
Impairment (-) (191) (204) (221)
NET TOTAL 400 375 324
Gross inventories on December 31, 2016, mainly comprised ›› MAD 70 million in multimedia handsets;

inventories in Morocco (MAD 425 million), including: ›› MAD 52 million in fixed-line handsets.
›› MAD 154 million in mobile handsets; Changes in inventories are recognized in cost of purchases.
›› MAD 130 million in consumable materials and supplies
(including MAD 109 million in SIM cards); Inventory impairment is recorded under “Amortization,
depreciation and charges to provisions”.
NOTE 10 TRADE ACCOUNTS RECEIVABLE AND OTHER

Trade receivables and related accounts* 6,879 8,851 8,929
Other receivables and accruals 1,834 2,341 3,072
NET TOTAL 8,713 11,192 12,001
* Note that reclassifications were made in 2014 to ensure comparability.
10.1 Trade receivables and related accounts

Trade receivables* 12,134 14,536 14,776
Gouvernment receivables 1,676 1,682 1,507
Depreciation of trade receivables (-) (6,931) (7,367) (7,354)
NET TOTAL 6,879 8,851 8,929
Net trade receivables were virtually unchanged from fiscal year 2015.
10.2 Other receivables and accruals

Trade receivables, advances, and deposits 4 123 240
Employee receivables 71 89 87
Tax receivables 1,366 1,369 1,687
Other receivables* 226 463 774
Accruals 167 298 283
NET TOTAL 1,834 2,341 3,072
The “Tax receivables” item mainly refers to VAT and income tax receivables. In 2016, total tax receivables amounted to
MAD 1,687 million (versus MAD 1,369 million in 2015).

FINANCIAL REPORT
NOTE 11 CURRENT FINANCIAL ASSETS

Term deposit > 90 days -
Escrow account 112 126 156
Marketable securities -
NET TOTAL 112 126 156
Maroc Telecom commissioned Rothschild & Cie to execute a liquidity contract on the Paris Stock Exchange and a share price
adjustment agreement on the Casablanca Stock Exchange to maintain the liquidity of its stock.
NOTE 12 CASH AND CASH EQUIVALENTS

Cash 1,028 2,784 2,338
Cash equivalents 231 298 100
CASH AND CASH EQUIVALENTS 1,259 3,082 2,438
Cash and cash equivalents fell by MAD 644 million, mainly due to the subsidiaries.
Change in cash and cash equivalents

Net cash from operating activities 12,960 14,569 13,483
Net cash used in investing activities (4,825) (8,828) (6,094)
Net cash used in financing activities (7,987) (4,008) (7,979) 4
Foreign-currency translation adjustments 26 91 (53)
CHANGE IN CASH AND CASH EQUIVALENTS 175 1,823 (644)
Cash and cash equivalents at beginning of period 1,084 1,259 3,082
Cash and cash equivalents at end of period 1,258 3,082 2,438
CHANGE IN CASH AND CASH EQUIVALENTS 175 1,823 (644)
Cash and cash equivalents fell by MAD 644 million in 2016. Net cash used in investing activities
The fall is due to the decline in net cash from operating N e t c a s h u s e d i n i nve s t i n g a c t i v i t i e s a m o u n t e d t o
activities and net cash used in financing activities following - MAD 6,094 million, a fall of MAD 2,734 million compared
loan repayment s made in 2016, par tly of fset by the to 2015. This decrease was mainly due to the fact that in
improvement in net cash used in investing activities. 2015, the flow of investment included the purchase of the 4G
license by Maroc Telecom and the renewal of other licenses
Net cash from operating activities by subsidiaries. Excluding these items, the flow of investment
In 2016, net cash from operating activities amounted to into intangible assets and PPE for the period increased by
MAD 13,483 million, a decrease of MAD 1,085 million from MAD 870 million, mainly consisting of network equipment.
2015. This decrease is mainly due to the deterioration in
working capital requirement of MAD 580 million, largely
attributed to Gabon Telecom, and the increase in income tax
paid during the fiscal year for MAD 377 million.

4 FINANCIAL REPORT
Net cash used in financing activities debt ser vicing out flows of - MAD 2,299 million. The
This cash flow was mainly due to payments of dividends main cash inflows for the period were bank loan financing
to shareholders amounting to - MAD 6,800 million and for MAD 981 million and special overdr af t lines for
MAD 678 million, used to finance current operations.
NOTE 13 DIVIDENDS
13.1 Dividends
(in MAD million) 2014 2015 2016
Dividends paid by subsidiaries to their noncontrolling interests
TOTAL (A) 966 1,089 1,118
Dividends paid by Maroc Telecom to its shareholders
›› Kingdom of Morocco 1,582 1,820 1,677
›› Société de Participation dans les Télécommunications (SPT) 2,796 3,215 2,963
›› Other 896 1,031 949
TOTAL (B) 5,274 6,065 5,590
TOTAL DIVIDENDS PAID (A)+(B) 6,240 7,154 6,708
13.2 Dividend proposed for 2016 Dividends distributed by subsidiaries to their minority
shareholders increased by 3% compared to 2015, due to the
The dividends paid out to shareholders by Maroc Telecom were
increase in the net incomes of the African subsidiaries.
8% lower than in 2015, reflecting the previous year’s results.
NOTE 14 PROVISIONS
Provisions for contingencies and losses are analyzed as follows:

Noncurrent provisions 366 535 470
Provisions for life annuities 20 19 18
Provisions for termination benefits 337 381 400
Provisions for disputes with third parties 9 29 28
Other provisions 0 106 23
Current provisions 572 834 1,208
Provisions for voluntary redundancy plan 134 131 386
Provisions for employee-related expenses 0 0 0
Provisions for disputes with third parties 328 365 822
Other provisions 109 338 0
TOTAL 938 1,369 1,679
The “Noncurrent provisions” item mainly includes provisions The “Current provisions” item includes provisions for
for retirement benefits, provisions for disputes with third restructuring expenses, provisions for disputes with third
parties, provisions for life annuities as well as noncurrent parties, provisions for employee-related expenses, and current
provisions for taxes. provisions for taxes.

FINANCIAL REPORT
■■ 2016
Change
in scope Translation Reclassifi-
(in MAD million) 2015 Charges Used of consolidation adjustment Reversals cation 2016
Noncurrent provisions 535 53 (55) - (9) (72) 18 470
Provisions for life annuities 19 (1) 18
Provisions for termination benefits 381 42 (45) - (9) (2) 33 400
Provisions for disputes with third
parties 29 7 (9) - 0 1 28
Other provisions 106 4 - 0 (69) (16) 23
Current provisions 834 624 (155) - (16) (37) (42) 1,208
Provisions for voluntary
redundancy plan 131 255 386
Provisions for employee-related
expenses 0
parties 365 369 (135) - (16) (37) 275 822
Other provisions 338 (20) 0 (317) 0
TOTAL 1,369 677 (210) - (25) (109) (24) 1,679
The decrease in non-current provisions in 2016 is mainly due The increase in current provisions is due to the recognition
to reversals of provisions in Benin of MAD 69 million and of the provision for restructuring costs of MAD 255 million
the consumption of provisions for retirement indemnities for following the launch of a voluntary departure plan.
MAD 45 million.
■■ 2015
Change in scope Translation Reclassifi-

(in MAD million) 2014 Charges Used of consolidation adjustment Reversals cation 2015
Noncurrent provisions
Provisions for life annuities
366
20
41 (31)
(1)
166 (4) 0 (2) 535
19
4
Provisions for termination benefits 337 33 (25) 41 (4) 0 381
parties 9 8 (1) 15 0 0 (2) 29
Other provisions - - (3) 110 (1) 0 0 106
Current provisions 572 244 (148) 139 0 27 834
Provisions for voluntary
redundancy plan 134 (4) 131
expenses -
parties 328 83 (52) 47 1 (4) (37) 365
Other provisions 109 161 (88) 92 (1) 0 64 338
TOTAL 938 285 (179) 305 (4) 0 24 1,369

4 FINANCIAL REPORT
■■ 2014
Change
in scope of Translation Reclassifi-
(in MAD million) 2013 Charges Used consolidation adjustment Reversals cation 2014
Noncurrent provisions 376 25 (34) 0 (7) 0 6 366
Provisions for life annuities 21 (1) 0 20
Provisions for termination benefits 351 19 (33) (7) 6 337
parties 5 5 0 9
Other provisions - 0
Current provisions 463 274 (71) 0 3 (107) 9 572
Provisions for voluntary redundancy
plan 205 (71) 134
expenses - 0
parties 258 164 4 (107) 9 328
Other provisions - 111 (1) 109
TOTAL 839 299 (105) 0 (4) (107) 15 938
NOTE 15 BORROWINGS AND OTHER FINANCIAL LIABILITIES
15.1. Net cash position

Bank loans due in more than one year 325 6,039 4,666
Bank loans due in less than one year 1,099 2,438 2,551
Bank overdrafts 5,207 7,172 7,559
BORROWING AND OTHER FINANCIAL LIABILITIES 6,631 15,648 14,775
Cash and cash equivalents 1,259 3,082 2,438
Cash held in escrow for repayment of bank loans 5 11 48
NET CASH POSITION (5,366) (12,555) (12,289)

Outstanding debt and accrued interest (A) 6,631 15,648 14,775
Cash assets (B) 1,264 3,093 2,486
NET CASH POSITION (B)-(A) (5,366) (12,555) (12,289)
The change in the Group’s financial liabilities is explained by: ›› the repayment of the euro-denominated loan facility,
granted by Etisalat to Maroc Telecom for a total of
›› the increase in amounts due to credit institutions from MAD 1 billion;
subsidiaries, for MAD 918 million;
›› the repayment of financial liabilities and bank overdrafts of
›› the increase in bank overdrafts for MAD 678 million, mainly subsidiaries for MAD 1,200 million.
in Morocco (for MAD 353 million);

FINANCIAL REPORT
15.2. Net cash by maturity

The breakdown by maturity is based on the repayment terms and conditions of the borrowings.
■■ 2016
(in MAD million) <1 year 1-5 years >5 years Total

Bank loans 2,551 4,641 25 7,217
Bank overdrafts 7,559 7,559
BORROWING AND OTHER FINANCIAL LIABILITIES 10,110 4,641 25 14,775
Cash and cash equivalents 2,438 2,438
Cash held in escrow for repayment of bank loans 48 48
NET CASH POSITION (7,623) (4,641) (25) (12,289)
■■ 2015

Bank loans 2,438 6,012 26 8,477
BORROWING AND OTHER FINANCIAL LIABILITIES 9,610 6,012 26 15,648
NET CASH POSITION (6,517) (6,012) (26) (12,555)
■■ 2014

Bank loans 1,099 297 27 1,423
4
BORROWING AND OTHER FINANCIAL LIABILITIES 6,306 297 27 6,631
NET CASH POSITION (5,042) (297) (27) (5,366)

4 FINANCIAL REPORT
15.3 Statement of analysis

Company Borrowing (in MAD million) Currency Maturity Dec 31, 2014 Dec 31, 2015 Dec 31, 2016
Maroc Telecom Loan Etisalat EUR January 2019 0 4,021 2,881
Maroc Telecom Loan Etisalat USD November 2019 0 1,979 1,979
Maroc Telecom Banks, overdrafts IAM MAD - 5,110 6,711 7,064
Mauritel Leasing contracts ZTE 42
solar site USD May 2017 15 11 3
solar site USD April 2018 6 5 3
solar site USD August 2019 30 28 20
Mauritel Loan QNB MRO July 2019 0 155 105
Mauritel Loan ETTIJARI MRO July 2019 0 78 53
Mauritel Mauritel overdraft MRO - 0 1 1
Onatel Loan AFD1110-1111 EUR October 2018 8 6 4
Onatel Loan BIB 2008 FCFA - 1 1
Onatel Loan SFI 2008 EUR - 17 0
Onatel Loan BICA 2008 FCFA September 2015 17 0
Onatel Spot credit Onatel FCFA - 309 95 179
Onatel Loan BICIA 2011 Telmob FCFA July 2016 23 17
Onatel Loan SGBB 2012(2 MLRS) FCFA May 2017 20 10 3
Onatel Loan SGBB 2012(3 MLRS) FCFA November 2017 20 20 10
Onatel Loan BIB 2013 FCFA October 2018 84 62 41
Onatel Loan BICIA 2014 FCFA May 2020 0 115 114
Onatel Loan BICIA 2016 FCFA May 2022 82
Onatel Loan CBAO 2015 FCFA May 2021 0 83 73
Onatel Loan SGBB 2015 FCFA May 2021 0 85 73
Onatel loans Investment FCFA December 2014 10 0
Onatel Banks, overdrafts Onatel FCFA December 2019 63 3 16
Onatel Loan BICIA B 2014 FCFA May 2020 168 34
Gabon Telecom Loan AFD EUR - 2 2 2
Gabon Telecom BGFI Bank FCFA November 2015 35 0
Gabon Telecom Banks, credit balances GT FCFA - 35 0
Gabon Telecom Loan UGB FCFA December 2020 194
Gabon Telecom Banks, credit balances GT FCFA
Sotelma Loan DGDP/CFD OP FCFA April 2020 1 1 1
Sotelma Loan DGDP/CFD OD FCFA - 0 0
Sotelma Loan AFD OE/CML 1026
01 S FCFA April 2018 11 8 5
Sotelma Loan AFD OY/CML 1065
03 X EUR October 2016 6 3
Sotelma Loan DGDP/NKF FCFA - 15 10 10
Sotelma Loan BIM 22 billions FCFA July 2015 248 0

FINANCIAL REPORT
Company Borrowing (in MAD million) Currency Maturity Dec 31, 2014 Dec 31, 2015 Dec 31, 2016
Sotelma Loan BDM 20 billions FCFA July 2015 197 0
Sotelma Loan BIM 14 billions FCFA September 2015 177 0
Sotelma Loan BIM 47 billions FCFA 575
Sotelma Loan BIM 52 billions FCFA September 2016 0 648
Sotelma Banks, overdrafts Sotelma FCFA - 0 24 307
Casanet Banks, financial debt Casanet MAD - 0 0
Moov CDI Loan SIB EUR August 2018 - 631 392
Moov CDI Banks, overdraft Moov CDI FCFA - - 237
Moov Bénin Loan BABE FCFA - - 136 96
Moov Bénin Loan CAA for cable ACE FCFA 21
Moov Togo Loan ECOBANK FCFA November 2017 - 76 39
Moov Togo Banks, overdraft Togo FCFA - - 10 22
Moov Niger Loan ECOBANK AT Niger FCFA March 2018 - 59 201
Moov Niger Loan ERICSSON USD December 2016 - 25
Moov Niger Loan Moov CDI FCFA - - 5
Moov Niger Banks, overdraft Niger FCFA - - 148 144
Moov RCA Loan Ecobank FCFA - - 3 53
Moov RCA Loan DPA ERICSSON USD January 2020 - 5 5
Moov RCA Banks, overdraft RCA FCFA - - 37 4
Prestige Loan Banque Atlantique FCFA - - 0
Prestige Caution (FDFP, Laborex,
Reuter, GESTOCI) FCFA - - 0
Moov Gabon UBA Bank FCFA - - 60
TOTAL BORROWING AND OTHER FINANCIAL 6,631 15,648 14,775
4
NOTE 16 TRADE ACCOUNTS PAYABLE

Trade payables and related accounts* 10,062 13,732 15,247
Accruals 2,218 2,223 2,107
Other payables* 5,150 6,872 7,272
TOTAL 17,429 22,827 24,626
Trade payables and related accounts include amounts due “Other payables” are essentially tax liabilities (excluding IS) in the
for the acquisition of fixed assets and trade receivables – amount in the amount of MAD 4,923 million.
advances and deposits on orders in progress.
In 2016, trade accounts payable* rose by MAD 1,799 million,

of which the change in liabilities for the acquisition of fixed
assets compared with 2015 amounted to MAD 1,642 million.

4 FINANCIAL REPORT
NOTE 17 REVENUES
(in MAD million) 2014 2015 2016

Morocco 21,132 21,033 21,244
International 8,630 14,010 15,326
Elimination of transactions between the parent company
and subsidiaries (618) (910) (1,318)
TOTAL CONSOLIDATED REVENUES 29,144 34,134 35,252
At D e cem b er 31, 2 016 , Ma ro c Tel e co m G ro u p h a d in revenue from activities in Morocco (+1.0%), combined with
consolidated revenues of MAD 35,252 million, up 3.3% from the steady growth of international operations (+9.4%)*.
2015. This performance was driven by the continued growth
NOTE 18 COST OF SALES
(in MAD million) 2014 2015 2016

Cost of handsets 895 835 793
Domestic and international interconnection charges 2,869 4,213 4,290
Other cost of sales 890 998 1,140
TOTAL 4,654 6,046 6,223
The “Other cost of sales” item mainly comprises purchases Cost of sales rose from MAD 6,046 million in 2015 to
of energy (fuel and electricity), the cost of purchasing phone MAD 6,223 million in 2016. This increase is mainly due to the
cards, and other consumables. change in other cost of sales and domestic and international
connection charges in Morocco.
NOTE 19 PAYROLL COSTS
(in MAD million) 2014 2015 2016

Wages 2,413 2,761 2,796
Payroll taxes 405 483 463
Wages and taxes 2,818 3,245 3,260
Payroll costs 2,818 3,245 3,260
Average headcount (in number of employees) 11,554 12,556 12,162
This item includes the payroll costs for the fiscal year (wages, payroll taxes, training costs) but excludes employee severance plan
costs, which were recognized as other operating expenses.
Personnel costs were virtually unchanged in 2016.

FINANCIAL REPORT
NOTE 20 TAXES, DUTIES, AND FEES
(in MAD million) 2014 2015 2016

Taxes and duties 661 803 1,096
Fees 1,121 1,573 1,876
TOTAL 1,782 2,377 2,971
Fees include amounts paid to telecoms regulators in Morocco Fees paid to regulators rose by MAD 302 million compared to
and internationally. 2015, while taxes rose by MAD 292 million.
In 2016, the overall level of taxes and charges rose by 25% This movement in taxes, charges and fees is mainly due to the
compared to 2015. application of new taxes and fees in subsaharian subsidiaries.
NOTE 21 OTHER OPERATING INCOME AND EXPENSES
(in MAD million) 2014 2015 2016

Communication 678 815 809
Commissions 1,227 1,628 1,745
Other including: 1,960 2,879 2,931
Rental expenses 495 823 936
Maintenance, repair, and property-service charges 708 1,023 962
Fees 409 491 706
Postage and banking service 137 140 145
Voluntary redundancy plan 71 4
Other 141 398 183
TOTAL 3,865 5,323 5,485 4
Other operating income and expenses were vir tually ›› increase in remuneration for fees and intermediaries and
unchanged in 2016. rental expenses offset by a decrease in other operating
expenses.
The most significant changes come primarily from the
International segment and concern the following items: The “Other” item primarily includes foreign exchange gains
and losses on operations, transfers of operating expenses, and
›› increase in sales commission, in correlation with the gains or losses on disposals of fixed assets.
increase of sales of subsidiaries;

4 FINANCIAL REPORT
NOTE 22 DEPRECIATION, IMPAIRMENT AND PROVISIONS
The following table sets out changes in this item for the fiscal years ended December 31, 2014, 2015, and 2016:
(in MAD million) 2014 2015 2016

Depreciation and impairment of fixed assets 5,421 6,403 6,489
Net provisions and impairment 339 400 355
TOTAL 5,759 6,804 6,845
Net charges to depreciation, impairment and provisions amounted to MAD 6,804 million at end-December 2015, compared
with MAD 6,845 million at end-December 2016.
Depreciation and impairment of fixed assets

The following table sets out the depreciation and impairment of Maroc Telecom Group’s fixed assets for the fiscal years ended
December 31, 2014, 2015, and 2016:
(in MAD million) 2014 2015 2016

Other intangible assets 1,060 1,199 1,309
Building and civil engineering 296 304 249
Technical plant and pylons 3,794 4,586 4,616
Other property, plant, and equipment 271 314 315
TOTAL 5,421 6,403 6,489
Dotations Net charges to provisions and impairment

The following table sets out the net charges to provisions and impairment of Maroc Telecom Group for the fiscal years ended
December 31, 2014, 2015, and 2016:
(in MAD million) 2014 2015 2016

Impairment of trade receivables 335 170 78
Impairment of inventories 18 (5) 18
Impairment of other receivables 8 58 4
Provisions (23) 177 256
NET CHARGES AND REVERSALS 339 400 355
NOTE 23 INCOME FROM EQUITY AFFILIATES
No equity interest was accounted for by the equity method in 2014, 2015, or 2016.

FINANCIAL REPORT
NOTE 24 NET FINANCIAL INCOME OR EXPENSE
24.1 Borrowing costs

(in MAD million) 2014 2015 2016
Income from cash and cash equivalents 6 14 10
Interest expense on loans (323) (454) (333)
NET BORROWING COSTS (317) (439) (322)
Net borrowing costs include interest expense on loans less The 27% fall in loan interest expense is due to the contraction
income from cash and cash equivalents (investment income). in Group debt.
24.2 Other financial income and expense

(in MAD million) 2014 2015 2016
Foreign-exchange gains and losses (24) (46) 5
Other financial income (+) 18 34 83
Other financial expenses (-) (23) (113) (211)
OTHER FINANCIAL INCOME AND EXPENSES (29) (126) (124)
“Other financial income” was up slightly by MAD 49 million, “Other financial income” takes into account revenues from non-
mainly due to Morocco. consolidated investments and the proceeds from their disposal.
NOTE 25 TAX EXPENSE
4
Like all Moroccan corporations (sociétés anonymes), Maroc Telecom is subject to income tax.
“Income tax expense” includes current and deferred taxes.
Deferred tax reflects temporary differences between the carrying value of assets and liabilities and their tax-base value.
The following table shows Maroc Telecom Group’s payable and deferred taxes for the years ended December 31, 2014, 2015,
and 2016:
(in MAD million) 2014 2015 2016

Income tax expense 3,135 3,373 3,221
Deferred tax 0 (133) 146
Provisions for tax 111 (88) (20)
Current tax 3,246 3,152 3,347
Consolidated effective tax rate* 33% 32% 34%
* Tax expense/pretax earnings.

4 FINANCIAL REPORT
(in MAD million) 2014 2015 2016

Net earnings 6,638 6,577 6,628
Income tax expense 3,135 3,240 3,367
Provision for tax 111 (88) (20)
Pretax earnings 9,884 9,729 9,975
Moroccan statutory tax rate 30% 30% 31%
Theoretical income tax expense 2,965 2,919 3,092
Impact of changes in tax rate (52) (65) (80)
Other differences* 333 298 334
Effective income tax expense 3,246 3,152 3,347
* Other net differences mainly include withholding tax of MAD 258 million of Maroc Telecom.
A MAD 20 million tax reserve previously created by Sotelma was reversed in 2016.
›› The deferred tax rate at Maroc Telecom was:................ 31% ›› The deferred tax rate at Atlantique
›› The deferred tax rate at Mauritel was:............................. 25% Telecom Togo was:.................................................................29%
›› The deferred tax rate at Onatel was:............................. 27.5% ›› The deferred tax rate at Atlantique
Telecom Niger was:................................................................30%
›› The deferred tax rate at Gabon Telecom was:...............30%
›› The deferred tax rate at Atlantique
›› The deferred tax rate at Sotelma was:..............................30%
Telecom Centrafrique was:..................................................30%
›› The deferred tax rate at Atlantique Telecom Côte
›› The deferred tax rate at Atlantique
d’Ivoire was:.............................................................................30%
Telecom Gabon was:.............................................................30%
›› The deferred tax rate at Etisalat Benin was:...................30%
›› The deferred tax rate at Prestige
Telecom Côte d’Ivoire was:..................................................30%
NOTE 26 NONCONTROLLING INTERESTS
(in MAD million) 2014 2015 2016

Total noncontrolling interests 788 982 1,031
Noncontrolling interests represent the claims of shareholders In 2016, noncontrolling interests rose by 5% due to the
other than Maroc Telecom to the earnings of Mauritel, Onatel, increase in profits of the Group subsidiaries.
Gabon Telecom, Sotelma, AT CDI, and AT Togo.

FINANCIAL REPORT
NOTE 27 EARNINGS PER SHARE
27.1 Earnings per share

2014 2015 2016
(in MAD million) Basic diluted Basic diluted Basic diluted
Net earnings, Group share 5,850 5,850 5,595 5,595 5,598 5,598
Adjusted net earnings, Group share 5,850 5,850 5,595 5,595 5,598 5,598
Number of shares (in million) 879 879 879 879 879 879
Earnings per share (in MAD) 6.7 6.7 6.4 6.4 6.4 6.4
27.2 Change in the number of shares

(in MAD million) 2014 2015 2016
Weighted average number of shares outstanding for the period 879,095,340 879,095,340 879,095,340
Adjusted weighted average number of shares outstanding
for the period 879,095,340 879,095,340 879,095,340
Potential dilutive effect of financial instruments outstanding
Number of shares including potential dilutive effect 879,095,340 879,095,340 879,095,340
NOTE 28 SEGMENT DATA
28.1 Statement of financial position: items by geographical area

■■ 2016
4
Total Maroc
(in MAD million) Morocco International Eliminations Telecom Group
Noncurrent assets 36,172 22,446 (12,296) 46,322
Current assets 8,413 8,526 (1,966) 14,974
TOTAL ASSETS 44,585 30,972 (14,261) 61,296
Shareholders’equity 17,600 10,679 (8,981) 19,298
Noncurrent liabilities 4,051 4,666 (3,315) 5,402
Current liabilities 22,934 15,628 (1,966) 36,596
TOTAL SHAREHOLDERS’EQUITY AND LIABILITIES 44,585 30,972 (14,261) 61,296
Acquisitions of PP&E and intangible assets 3,906 4,077 7,983

4 FINANCIAL REPORT
■■ 2015
Total Maroc
Current assets 7,475 8,508 (1,094) 14,889
TOTAL ASSETS 44,024 30,101 (13,576) 60,549
Noncurrent liabilities 5,185 5,536 (3,866) 6,855
Current liabilities 21,889 13,074 (1,094) 33,869
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 44,024 30,101 (13,576) 60,549
■■ 2014
Total Maroc
Current assets 6,559 4,643 (664) 10,539
TOTAL ASSETS 35,692 17,246 (7,113) 45,824
Noncurrent liabilities 219 690 (16) 893
Current liabilities 18,376 7,056 (664) 24,768
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 35,692 17,246 (7,113) 45,824
28.2 Segment earnings by geographical area

■■ 2016
Total Maroc
Revenues 21,244 15,326 (1,318) 35,252
Net depreciation and impairment 3,846 2,643 6,489
Voluntary redundancy plan 0
■■ 2015
Total Maroc
Revenues 21,033 14,010 (910) 34,134

FINANCIAL REPORT
■■ 2014
Total Maroc
Revenues 21,132 8,630 (618) 29,144
NOTE 29 RESTRUCTURING PROVISIONS
Total Maroc Telecom

(in MAD million) Morocco International Group
BALANCE AT 01/01/2014 205 0 205
Change in scope and adjustment of allocation of acquisition price
Allocated
Used (71) (71)
Reversed
BALANCE AT 12/31/2014 134 0 134
Allocated
Used (4) (4)
Reversed
BALANCE AT 12/31/2015 131 0 131
Allocated
Used
255 255 4
Reversed
BALANCE AT 12/31/2016 386 0 386
The increase in provisions for restructuring of MAD 255 million is explained by the launch in Morocco of a voluntary departure plan.
NOTE 30 RELATED-PARTY TRANSACTIONS
30.1 Compensation of corporate officers, senior managers, and directors in 2014, 2015, and 2016
(in MAD million) 2014 2015 2016
Short-term benefits (a)
47 48 55
Termination benefits (b) 59 55 65
(a) Wages and salaries, compensation, incentives and bonuses paid, social security contributions, paid leave and nonmonetary benefits recognized.
(b) Severance pay.

4 FINANCIAL REPORT
30.2 Equity affiliates

In 2014, 2015 and 2016 no company is consolidated by the equity method.
30.3 Other related parties
Etisalat - Atlantique-Mobily
Maroc Telecom achieved in 2015 transactions primarily with Emirates Telecommunications Corporation and Etihad Etisalat
Company (Mobily), as part of strategic cooperation with Etisalat. These transactions are summarized as follows:
■■ 2016
(in MAD million) Etisalat Mobily

Revenues 163 7
Expenses 21 5
Receivables 24 6
Payables 4,863 3
■■ 2015
(in MAD million) Etisalat Mobily

Revenues 202 6
Expenses 26 17
Receivables 41 1
Payables 6,003 11
NOTE 31 CONTRACTUAL COMMITMENTS AND CONTINGENT

ASSETS AND LIABILITIES
31.1 Contractual obligations and commercial commitments recorded in the balance sheet
(in MAD million) Total Less than 12 months 1-5 years >5 years
Long-term debt 14,775 10,110 4,641 25
Capital lease obligations 15 7 8
Operating leases 50 50
Irrevocable purchase commitments 0
Other long-term commitments 0
TOTAL 14,840 10,167 4,648 25

FINANCIAL REPORT
31.2 Other commitments given and received Other commitments (Maroc Telecom):
as part of the current activity
›› reversal of Guarantees issued by Etisalat on the financing
Commitments given of the Atlantique subsidiaries (EUR 4.15 million at
December 31, 2016, i.e., MAD 44 million);
Commitments given comprise the following:
›› SWAP agreement: commitment to the for ward sale
In 2016 of EUR 120 million against USD 138 million under the
An investment commitment of MAD 6,918 million, distributed swap agreement.
as follows:
In 2015
›› MAD 6,235 million for Maroc Telecom; An investment commitment of MAD 3,574 million, which
›› MAD 256 million for Onatel; breaks down as follows:
›› MAD 187 million for AT Niger; ›› MAD 2,556 million for Maroc Telecom;
›› MAD 93 million for Gabon Telecom; ›› MAD 288 million for Onatel;
›› MAD 62 million for Etisalat Benin; ›› MAD 168 million for Sotelma;
›› MAD 60 million for Sotelma; ›› MAD 158 million for Gabon Telecom;
›› MAD 23 million for Mauritel; ›› MAD 154 million for AT Niger;
›› MAD 2 million for AT RCA. ›› MAD 94 million for Mauritel;
Commitments through guarantees and endorsements issued ›› MAD 91 million for AT RCA;
to banks for MAD 1,297 million, which break down as follows: ›› MAD 65 million for Etisalat Benin.
›› MAD 519 million for Maroc Telecom; Commitments through guarantees and endorsements issued
›› MAD 285 million for AT Niger; to banks for MAD 700 million, which break down as follows:
›› MAD 147 million for Etisalat Benin; ›› MAD 263 million for Maroc Telecom;
›› MAD 120 million for AT Togo; ›› MAD 155 million for Sotelma;
›› MAD 82 million for Onatel; ›› MAD 107 million for Etisalat Benin;
›› MAD 81 million for Sotelma; ›› MAD 95 million for AT Togo;
›› MAD 59 million for AT RCA; ›› MAD 44 million for Onatel; 4
›› MAD 3 million for Gabon Telecom; ›› MAD 27 million for Mauritel;
›› MAD 1 million for Mauritel. ›› MAD 8 million for Gabon Telecom;
O p er at ing a n d f in a n ce l e as e co m mi t m ent s tot aling ›› MAD 1 million for AT Niger.
MAD 65 million;
O p er at ing a n d f in a n ce l e as e co m mi t m ent s tot aling
Commitments for a long-term satellite lease in the amount of MAD 75 million;
MAD 45 million;
Commitments for a long-term satellite lease in the amount
Other commitments for MAD 455 million, including: of MAD 48 million;
›› MAD 214 million for Atlantique Telecom Côte d’Ivoire in Various commitments for MAD 490 million, including:
respect of the network maintenance contract with Ericsson;
›› MAD 72 million for AT Niger in respect of the network
›› MAD 107 million for AT Niger in respect of the network maintenance contract with Ericsson;
maintenance contract with Ericsson;
›› MAD 64 million for Atlantique Telecom Côte d’Ivoire in
›› MAD 49 million for Etisalat Benin in respect of the network respect of the network maintenance contract with Ericsson;
›› MAD 129 million for Etisalat Benin in respect of the
›› MAD 17 million for AT Togo in respect of the network network maintenance contract with Ericsson;
›› MAD 19 million for AT Togo in respect of the network
›› MAD 13 million for Mauritel OPEX commitments; maintenance contract with Ericsson;
›› MAD 9 million for Onatel OPEX commitments; ›› MAD 10 million for Onatel OPEX commitments;
›› MAD 2 million for AT RCA OPEX commitments. ›› MAD 88 million for Mauritel OPEX commitments.

4 FINANCIAL REPORT
Other commitments (Maroc Telecom): Commitment of MAD 337 million for the takeover of
Etisalat companies’ liabilities and guaranties on the acquired
›› reversal of Guarantees issued by Etisalat on the financing subsidiaries;
of opcos (EUR 9.82 million at December 31, 2015, i.e.,
MAD 106 million); Other commitments amounting to MAD 39.3 million.
›› SWAP agreement: Commitment to the forward sale of
EUR 120 million against USD 138 million under the SWAP Commitments received
agreement. Commitments received comprise the following:
In 2014 In 2016
An investment commitment of MAD 3,990 million distributed Guarantees received for MAD 1,233 million at December 31,
as follows: 2016 versus MAD 1,295 million to December 31, 2015,
distributed as follows:
›› MAD 3,408 million for Maroc Telecom in connection with
the agreement signed with the Moroccan state; ›› 754 million for Maroc Telecom, for endorsements and
›› MAD 119.5 million for Mauritel; guarantees;
›› MAD 337.3 million for Onatel; ›› 153 million dirhams for Etisalat Benin, bonds received;
›› MAD 63.7 million for Gabon Telecom; ›› 84 million dirhams for Mauritel, bonds received;
›› MAD 61.7 million for Sotelma. ›› 69 million dirhams for AT Cote d’Ivoire, guarantees
received;
Maroc Telecom signed a new investment agreement with
›› 50 million dirhams for Onatel, bonds received;
the state of Morocco whereby Maroc Telecom promised to
undertake a capital investment program during the years ›› 37 million dirhams for AT RCA bonds received;
2013-3015 amounting to more than MAD 10.08 billion ›› 32 million dirhams for Gabon Telecom, bonds received;
(approximately EUR 908 million) and to create 500 direct ›› 29 million dirhams for AT Niger, guarantees received;
jobs. This program is intended to modernize and extend
›› 15 million dirhams for Sotelma, bonds received;
infrastructures to meet the growing needs of mobile and high-
speed internet traffic as well as to deploy a fiber optic network ›› 11 million dirhams for AT Togo, guarantees received.
for very-high-speed traffic. Other commitments received (Maroc Telecom):
›› Commitments in the form of endorsements and bank ›› SWAP agreement: Commitment to the forward purchase
agreements in the amount of MAD 161.1 million. of USD 138 million against EUR 120 million under the
›› A leasing commitment in the amount of MAD 36.6 million. currency hedging agreement;
›› A long-term satellite leasing commitment in the amount of ›› commitment by the Moroccan government to social
MAD 63.9 million. welfare;
›› Commitments of MAD 5,236 million for the acquisition ›› investment agreement;

from Etisalat companies for its shares and shareholders’ exemption of the customs duties on the imports relating
loans from: to the investments.
Etisalat Benin;
In 2015
Atlantique Telecom Gabon;
Guarantees received for MAD 1,295 million at December 31,
Atlantique Telecom Côte d’Ivoire; 2015 versus MAD 1,187 million to December 31, 2014, as
Atlantique Telecom Niger; follows:
Atlantique Telecom Centrafrique;
›› MAD 916 million for Maroc Telecom, for guarantees;
Atlantique Telecom Togo;
›› MAD 100 million for Mauritel, guarantees received;
Prestige Telecom Côte d’Ivoire.
›› MAD 23 million for Onatel, guarantees received;
›› MAD 46 million for Sotelma, guarantees received;
›› MAD 72 million for AT Côte d’Ivoire, guarantees received;
›› MAD 104 million for Etisalat Benin, guarantees received;
›› MAD 11 million for AT Togo, guarantees received;
›› MAD 24 million for AT Niger, guarantees received.

FINANCIAL REPORT
Other commitments received (Maroc Telecom): Commitments received in connection with the acquisition
of Etisalat subsidiaries:
›› SWAP Agreement: Commitment to the forward purchase
of USD 138 million against EUR 120 million under the ›› to contribute to the investments necessary in these six
currency hedging agreement; operators, Etisalat is giving Maroc Telecom interest-free
›› commitment by the Moroccan government to social financing in the amount of USD 200 million over four years;
welfare; ›› Etisalat granted to Maroc Telecom representations and
›› investment Agreement: warranties relating to those subsidiaries, standard for this
type of transactions, as well as specific indemnities.
exemption of the customs duties on the imports relating
to the investments. Other commitments received:
2014
›› commitment by the Moroccan Government to social
Endorsements and guarantees amounting to MAD 1,187 million
welfare.
at December 31, 2014 versus MAD 1,778 million at
December 31, 2013. ›› investment Convention:
exemption of the customs duties on the imports relating
to the investments.
NOTE 32 RISK MANAGEMENT
The Group is exposed to different risks of market related to when buying terminals) and payments for interconnections
its activity. w i t h fo reig n o p e r ato r s . T h e s e o u t f l ow s a re m ain l y
denominated in euros.
Credit risk
In Morocco, the part of foreign currency receipts excluding
Maroc Telecom minimizes its credit risk by committing solely subsidiaries in euros represents 65% of all outflows in
to credit transactions with merchant banks or financial foreign currencies at December 31, 2016, the latter totaling
institutions that have a high credit rating and by splitting its MAD 2,622 million. These foreign currency disbursements are
transactions among selected institutions.
4
less than the amount of foreign currency receipts which are of
the order of MAD 4,246 million in 2016.
Maroc Telecom’s receivables show no major concentration of
credit risk, as their dilution ratio is high. At international level, the share of foreign currency outflows
denominated in euros represents 14% of all outflows in
Currency risk foreign currencies at December 31, 2016, the latter totaling
Maro c Tele com G ro up is e x p os e d to e xchange r ate MAD 879 million. These foreign currency outflows exceed the
fluctuations to the extent that inflows and outflows are in amount of foreign currency receipts which are of the order of
different currencies. MAD 3,692 million in 2016.
Maroc Telecom receives inflows in foreign currencies in I n a d d i t i o n , M a r o c Te l e c o m G r o u p h e l d d e b t o f

the form of international operator’s revenues, and makes M A D 14 , 7 7 5 m i l l i o n a t D e c e m b e r 3 1 , 2 0 1 6 v s .
expenditures in foreign currencies in the form of payments MAD 15,648 million at December 31, 2015. The bulk of this
to international suppliers (notably, as capital expenditure and debt is denominated in EUR and MAD:
(in MAD million) 2014 2015 2016

Euro 16 6,641 3,277
Moroccan dirham 5,110 6,711 7,064
Other (mainly CFA Franc) 1,505 2,295 4,434
CURRENT DEBT 6,631 15,648 14,775

4 FINANCIAL REPORT
Maroc Telecom Group cannot fully offset its inflows against However, based on the Group’s 2016 financial statements, a
outflows or vice-versa as Moroccan regulations allow only 1% devaluation of the dirham against the euro would have the
80% of its telecoms receipts in foreign currencies to be kept following limited impacts:
in a foreign-currency account, the remaining 20% having
to be settled in dirhams. Maroc Telecom Group results may ›› revenues = + MAD 149 million;
therefore be sensitive to fluctuations in exchange rates, ›› earnings from operations = + MAD 41 million;
particularly in terms of dirham, US dollars or euros. ›› net earnings, Group share = + MAD 13 million.
In 2016, the euro slipped by 1.25% against the dirham (from At Maroc Telecom, assets in foreign currencies consist mainly
MAD 10.7795 per euro on December 31, 2015 to 10.6450 on of receivables from its subsidiaries and foreign operators.
December 31, 2016). Over the same period, the US dollar rose Liabilities in foreign currencies consist mainly of debts to the
by 1.92%, from MAD 9.9057 per dollar in 2015 to 10.0960 parent company, suppliers and operators.
in 2016.
Internationally, assets in foreign currencies consist mainly of
The subsidiaries whose accounting currency is the CFA Franc receivables from foreign operators. The Group’s currency
and the Mauritanian subsidiary whose currency is the ouguiya liabilities are made up primarily of payables to foreign suppliers
increase the Group’s exposure to currency risk, particularly as and operators.
regards fluctuations in the exchange rate of the euro and the
ouguiya against the dirham.
Total foreign Final

(in MAD million) EUR/FFCFA USD MRO currencies MAD balance
Total assets 29,289 1,140 1,909 32,337 28,958 61,296
Total shareholders’ equity and liabilities (18,822) (3,514) (1,296) (23,632) (37,664) (61,296)
NET POSITION 10,467 (2,375) 612 8,705 (8,705) 0
The Group has a currency hedging arrangement in the form of a forward swap (euro/dollar) on US dollar-denominated borrowing.

FINANCIAL REPORT
The following table shows the Company’s net foreign-currency positions in euros and US dollars, and the aggregate of other
currencies, at December 31, 2016:
Other currencies
(in million) EUR (b) USD (b) (against the euro*) (a)
Assets 519 88 4
Liabilities (375) (279) (15)
Net position 144 (192) (11)
Commitments (c) (120) 138
AGGREGATE NET POSITION 24 (54) (11)
* Based on EUR 1 = MAD 10.645, the Bank-Al Maghrib average rate at Dec. 31, 2016.
NB:
(a) Other currencies are mainly the Japanese yen (YEN), Swiss franc (CHF) and Swedish krona (SEK).
(b) The foreign-currency position in euros and in dollars is calculated by applying, to receivables and debts expressed in Special Drawing Rights (SDR) of foreign operators at
December 31, 2016, the proportion per currency of inflows in 2016.
(c) For the balance of commitments owed on contracts in progress, the breakdown by currency corresponds to the actual remaining part of the contracts signed.
Liquidity risk Interest-risk risk

Maroc Telecom estimates that the cash flows generated by its Maroc Telecom Group’s debt is mainly at a fixed rate of
operating activities, its holdings of cash and cash equivalents, interest. As the variable-rate component of its debt is relatively
and funds available via lines of credit, will be sufficient to cover small, Maroc Telecom Group is not significantly exposed to
the disbursements and capital expenditures necessary for its favorable or unfavorable fluctuations in interest rates.
operations, for servicing its debt, for dividend payments, and
for external growth operations in progress on December 31,
2016.
NOTE 33 EVENTS AFTER THE END OF THE REPORTING PERIOD
33.1 Highlights
4
None.

4 FINANCIAL REPORT
Statutory financial statements
4.4 Statutory financial statements
Statutory Auditors’ general report B6 Receivables 211

year ended December 31, 2016 199
B7 Liabilities 212
Assets 200
B8 Guarantees given or received 212
Shareholders’ equity and liabilities 201
B9 Financial commitments given or received,
Statement of comprehensive income excluding leasing transactions 213
(exclusive of VAT) 202
B10 Finance-lease assets 214
Statement of operating data 203
B11 Analysis of statement of comprehensive
Statement of cash flows 204 income (items) 215
A1 Main valuation methods used by the Company 205 B12 Reconciliation of net income to taxable income 217
A2 Exceptions 207 B13 Determination of ordinary income after tax 218
A3 Changes in method 207 B14 Analysis of VAT 218
B1 Capitalized costs 207 C1 Shareholder structure 219
B2 Non financial assets 208 C2 Appropriation of year-end income 219
B2bis Depreciation schedule 209 C3 Income and other significant items

over the past thee years 220
B3 Gains and losses from disposals and retirement
of fixed‑lined assets 209 C4 Transactions in foreign currencies during the year 220
B4 Equity investments 210 C5 Date of financial statements and subsequent events 220
B5 Provisions 211

FINANCIAL REPORT
Statutory Auditors’ general report year ended December 31, 2016
STATUTORY AUDITORS’ GENERAL REPORT YEAR ENDED DECEMBER 31, 2016
To shareholders of Itissalat Al Maghrib “IAM” SA procedures in order to gather information about the amounts
Avenue Annakhil, Hay Riad and disclosures in the financial statements.
Rabat, Maroc
The procedures selected depend on the auditors’ judgment,
In accordance with the terms of our appointment by the including the assessment of risk that the financial statements
General Meeting, we have audited the accompanying could contain material misstatements. In assessing such risk,
financial statements of ITISSALAT AL-MAGHRIB (IAM) S.A., the auditors take into consideration the entity’s current
including the statement of financial position, the statement internal controls relating to the preparation and presentation
of comprehensive income, the statement of operating data, of the financial statements, in order to define audit procedures
the statement of cash flows, and the additional disclosures, that fit the circumstances, but not for the purpose of stating
concerning the year ended December 31, 2016. These an opinion on the effectiveness of the internal control. An
financial statements show shareholders’ equity and reserves of audit also involves evaluating the appropriateness of the
MAD 15,254,928 thousand and net profit of MAD 6,191,285 accounting policies used, the soundness of the accounting
thousand. estimates made by management, and the overall presentation
of the financial statements.
MANAGEMENT’S RESPONSIBILITY We believe that the information gathered is sufficient and
appropriate to provide a basis for our audit opinion.
Management is responsible for preparing these financial
statements to give a true and fair view of the Company,
in accordance with the accounting standards generally
OPINION ON THE FINANCIAL
accepted in Morocco. This responsibility includes planning, STATEMENTS
implementing, and monitoring internal controls relating to
the preparation and presentation of financial statements that In our opinion, the financial statements referred to in the
are free of material misstatement, and selecting accounting first paragraph above give a true and fair view of ITISSALAT
estimates that are appropriate to the circumstances. ALMAGHRIB (IAM) S.A.’s assets, liabilities, and financial
position at December 31, 2016, and of its operations for
the year then ended, in accordance with the accounting
AUDITORS’ RESPONSIBILITY principles generally accepted in Morocco.
4
Our responsibility is to render an opinion on these financial
statements on the basis of our audit. We have conducted SPECIFIC CONTROLS AND INFORMATION
our audit in accordance with the audit standards applicable in
Morocco. These standards require us to comply with a Code We have also performed the specific verifications required by
of Ethics and to plan and perform the audit in order to obtain law. In particular, we ensured that the information contained
reasonable assurance that the financial statements are free in the Management Board’s report to the Shareholders was
from material misstatement. An audit involves implementing consistent with the Company’s financial statements.
February 24, 2017
Deloitte Audit Abdelaziz ALMECHATT
Partner Partner

4 FINANCIAL REPORT
ASSETS
Amortization Net
(in MAD thousand) Gross and provisions 2016 2015 2014
CAPITALIZED COSTS (A) 0 0 0 0 0
Start-up costs 0 0 0 0 0
Deferred costs 0 0 0 0 0
Bond redemption premiums 0 0 0 0 0
INTANGIBLE ASSETS (B) 11,504,118 9,002,272 2,501,845 2,851,000 2,141,421
Research and development costs 0 0 0 0 0
Patents, trademarks, and similar rights 11,113,518 8,942,278 2,171,240 2,408,475 1,631,453
Goodwill 70,717 59,995 10,722 13,761 13,364
Other intangible assets 319,882 0 319,882 428,764 496,604
PROPERTY, PLANT, AND EQUIPMENT (C) 63,542,003 44,912,172 18,629,831 18,226,274 17,903,002
Land 953,601 0 953,601 950,351 942,334
Buildings 7,043,762 4,358,834 2,684,928 2,711,854 2,738,457
Technical plant, machinery, and equipment 48,439,885 36,309,060 12,130,825 11,577,716 11,240,985
Vehicles 143,108 69,687 73,420 79,387 85,084
Office equipment, furniture, and fittings 4,505,216 3,923,572 581,644 663,008 667,217
Other property, plant, and equipment 11,048 0 11,048 11,048 11,048
Work in progress 2,445,383 251,018 2,194,365 2,232,910 2,217,876
FINANCIAL ASSETS (D) 12,496,225 113,396 12,382,829 12,983,705 6,892,659
Long-term loans 2,996,776 0 2,996,776 3,926,026 34,341
Other financial receivables 3,382 0 3,382 3,558 3,494
Equity investments 9,496,067 113,396 9,382,670 9,054,121 6,854,824
Other investments and securities 0 0 0 0 0
UNREALISED FOREIGN EXCHANGE LOSSES (E) 52,964 0 52,964 37,789 0
Decrease in long-term receivables 52,964 0 52,964 37,789 0
Increase in long-term debt 0 0 0 0 0
TOTAL I (A+B+C+D+E) 87,595,310 54,027,841 33,567,470 34,098,769 26,937,082
INVENTORIES (F) 405,523 187,768 217,755 202,121 259,126
Merchandise 275,301 129,934 145,367 155,306 183,828
Raw materials and supplies 130,222 57,834 72,388 46,815 75,297
Work in progress 0 0 0 0 0
Intermediary and residual goods 0 0 0 0 0
Finished goods 0 0 0 0 0
CURRENT RECEIVABLES (G) 14,286,251 7,303,168 6,983,083 6,129,446 5,714,059
Trade payables, advances and deposits 25,576 0 25,576 41,545 22,260
Accounts receivable and related accounts 12,656,212 7,153,338 5,502,874 5,222,536 4,711,017
Employees 2,906 0 2,906 2,651 2,438
Tax receivable 459,520 0 459,520 595,865 742,976
Shareholders’ current accounts 0 0 0 0 0
Other receivables 1,073,214 149,830 923,384 217,958 212,527
Accruals 68,824 0 68,824 48,891 22,842
MARKETABLE SECURITIES (H) 126,633 0 126,633 123,659 119,758
UNREALIZED FOREIGN EXCHANGE LOSSES (I) 0 0 0 0 0
(current items) 114,726 0 114,726 93,844 61,871
TOTAL II (F+G+H+I) 14,933,134 7,490,936 7,442,198 6,549,070 6,154,813
Cash and cash equivalents 973,998 0 973,998 957,102 347,405
Checks 4,123 0 4,123 10,500 3,310
Bank deposits 966,649 0 966,649 943,495 341,332
Petty cash 3,226 0 3,226 3,108 2,763
TOTAL III 973,998 0 973,998 957,102 347,405
GRAND TOTAL I+II+III 103,502,442 61,518,777 41,983,665 41,604,941 33,439,300

FINANCIAL REPORT
SHAREHOLDERS’ EQUITY AND LIABILITIES
Net
(in MAD thousand) 2016 2015 2014
SHAREHOLDERS’ EQUITY (A) 15,254,928 14,653,526 14,780,895
Share capital (1) 5,274,572 5,274,572 5,274,572
Less: capital subscribed and not paid-in 0 0 0
Paid-in capital 0 0 0
Additional paid-in capital 0 0 0
Revaluation difference 0 0 0
Statutory reserve 879,095 879,095 879,095
Other reserves 2,909,976 2,561,953 2,602,426
Retained earnings (2) 0 0 0
Unallocated income (2) 0 0 0
Net income of the year (2)
6,191,285 5,937,906 6,024,802
QUASI-EQUITY (B) 0 0 0
Investment subsidies 0 0 0
Regulated provisions 0 0 0
DEBENTURE BONDS (C) 4,866,688 6,007,025 6,874
Debenture bonds 0 0 0
Other long-term debt 4,866,688 6,007,025 6,874
PROVISIONS (D) 70,658 56,604 19,931
Provisions for contingencies 52,964 37,789 0
Provisions for losses 17,694 18,814 19,931
UNREALIZED FOREIGN EXCHANGE GAINS (E) 60,174 32,730 0
Increase in long-term receivables 0 0 0
Decrease in long-term debt 60,174 32,730 0 4
TOTAL I (A+B+C+D+E) 20,252,447 20,749,885 14,807,701
CURRENT LIABILITIES (F) 13,244,286 13,254,067 12,793,172
Accounts payable and related accounts 7,772,383 7,954,035 7,363,756
Trade receivables, advances and down payments 96,756 28,964 9,953
Payroll costs 1,012,981 816,065 666,539
Social security contributions 97,086 96,177 78,591
Tax payable 2,534,463 2,603,442 2,536,059
Shareholders’ current accounts 1 1 1
Other payables 432,468 435,593 444,096
Accruals 1,298,148 1,319,790 1,694,177
OTHER PROVISIONS FOR CONTINGENCIES AND LOSSES (G) 1,436,913 897,696 755,617
UNREALIZED FOREIGN EXCHANGE GAINS (CURRENT
ITEMS) (H) 53,949 47,440 33,998
TOTAL II (F+G+H) 14,735,149 14,199,204 13,582,787
Bank overdrafts 6,996,069 6,655,852 5,048,812
Discounted bills 0 0 0
Treasury loans 0 0 0
Bank loans and overdrafts 6,996,069 6,655,852 5,048,812
TOTAL III 6,996,069 6,655,852 5,048,812
GRAND TOTAL I+II+III 41,983,665 41,604,941 33,439,300

4 FINANCIAL REPORT
STATEMENT OF COMPREHENSIVE INCOME (EXCLUSIVE OF VAT)
(in MAD thousand) 2016 2015 2014

I- OPERATING INCOME 21,065,643 20,993,021 20,992,487
Sales of goods 378,063 311,568 333,838
Sales of manufactured goods and services rendered 19,680,420 19,931,371 20,122,840
Operating revenues 20,058,482 20,242,939 20,456,679
Change in inventories 0 0 0
Company-constructed assets 0 16 385
Operating subsidies 0 0 0
Other operating income 629,850 364,140 90,936
Operating write-backs: expense transfers 377,310 385,926 444,488
TOTAL I 21,065,643 20,993,021 20,992,487
II- OPERATING EXPENSES 14,071,410 13,609,828 13,081,770
Cost of goods sold 688,723 745,083 831,140
Raw materials and supplies 3,681,985 3,385,126 3,035,332
Other external expenses 2,740,708 2,713,291 2,713,670
Taxes (except corporate income tax) 185,290 285,954 228,080
Payroll, costs 2,339,746 2,304,415 2,217,539
Other operating expenses 2,540 2,326 2,450
Operating allowances for amortization 3,639,680 3,496,628 3,477,638
Operating allowances for provisions 792,737 677,005 575,921
TOTAL II 14,071,410 13,609,828 13,081,770
III- OPERATING INCOME I-II 6,994,233 7,383,194 7,910,718
IV- FINANCIAL INCOME 1,772,812 1,164,757 891,564
Income from equity investments and other financial investments 1,179,331 845,255 794,270
Foreign exchange gains 97,340 98,530 63,890
Interest and other financial income 364,508 159,101 6,406
Financial write – backs: expense transfers 131,633 61,871 26,998
TOTAL IV 1,772,812 1,164,757 891,564
VI- FINANCIAL EXPENSES IV - V 491,986 480,527 351,094
Interest and loans 209,721 219,183 235,826
Foreign exchange losses 94,477 129,532 53,397
Other financial expenses 98 179 0
Financial allowances 187,691 131,633 61,871
TOTAL V 491,986 480,527 351,094
VI- FINANCIAL INCOME IV - V 1,280,826 684,230 540,469
VII- ORDINARY INCOME III + VI 8,275,059 8,067,424 8,451,187
VIII- EXTRAORDINARY INCOME 1,083,408 299,514 412,515
Proceeds from disposal of fixed assets 634,826 3,753 135,771
Subsidies received 0 0 0
Write-backs of investment subsidies 0 0 0
Other extraordinary income 245,754 120,074 88,845
Extraordinary write-backs: expense transfers 202,827 175,688 187,899
TOTAL VIII 1,083,408 299,514 412,515
IX- EXTRAORDINARY EXPENSES 1,104,808 388,168 744,043
Net book value of disposed assets 415,948 1,266 135,140
Subsidies granted 0 0 0
Other extraordinary expenses 161,591 125,266 205,767
Regulated provisions 0 0 0
Extraordinary allowances for depreciation and provisions 527,269 261,636 403,136
TOTAL IX 1,104,808 388,168 744,043
X- EXTRAORDINARY INCOME VIII - IX (21,400) (88,654) (331,528)
XI- INCOME BEFORE TAX VII + X 8,253,658 7,978,770 8,119,660
XII- CORPORATE INCOME TAX 2,062,373 2,040,864 2,094,858
XIII- NET INCOME XI - XII 6,191,285 5,937,906 6,024,802
XIV- TOTAL INCOME (I+IV+VIII) 23,921,863 22,457,292 22,296,566
XV- TOTAL EXPENSES (II+V+IX+XII) 17,730,578 16,519,386 16,271,764
XVI- NET INCOME (TOTAL INCOME – TOTAL EXPENSES) 6,191,285 5,937,906 6,024,802

FINANCIAL REPORT
STATEMENT OF OPERATING DATA
Operating Statement (in MAD thousand) 2016 2015 2014

1 Sales of goods 378,063 311,568 333,838
2 - Cost of goods sold 688,723 745,083 831,140
I = GROSS MARGIN ON SALES (310,660) (433,515) (497,301)
II + PRODUCTION FOR THE YEAR: (3+4+5) 19,680,420 19,931,387 20,123,226
3 Sales of manufactured goods and services rendered 19,680,420 19,931,371 20,122,840
4 Change in inventories 0 0 0
5 Self-constructed assets 0 16 385
III - COST OF CURRENT YEAR PRODUCTION 6,422,693 6,098,417 5,749,002
6 Raw materials and supplies 3,681,985 3,385,126 3,035,332
7 Other external expenses 2,740,708 2,713,291 2,713,670
IV = ADDED VALUE (I+II-III) 12,947,066 13,399,455 13,876,922
8 + Operating subsidies 0 0 0
9 - Taxes 185,290 285,954 228,080
10 - Payroll costs 2,339,746 2,304,415 2,217,539
V = GROSS OPERATING SURPLUS 10,422,030 10,809,086 11,431,303
= NET LOSS FROM OPERATIONS 0 0 0
11 + Other operating income 629,850 364,140 90,936
12 - Other operating expenses 2,540 2,326 2,450
13 + Operating write-backs, expense transfers 377,310 385,926 444,488
14 - Operating allowances 4,432,418 4,173,633 4,053,559
VI = OPERATING INCOME (+ OR -) 6,994,233 7,383,194 7,910,718
VII +/- FINANCIAL INCOME 1,280,826 684,230 540,469
VIII
IX
=
+/-
ORDINARY INCOME (+ OR -)
EXTRAORDINARY INCOME
8,275,059
(21,400)
8,067,424
(88,654)
8,451,187
(331,528)
4
15 - CORPORATE INCOME TAX 2,062,373 2,040,864 2,094,858
X = NET INCOME (+ OR -) 6,191,285 5,937,906 6,024,802
Operating Cash Flow (in MAD thousand) 2016 2015 2014

1 Net income
+ Profit 6,191,285 5,937,906 6,024,802
- Loss 0 0 0
2 + Operating allowances (1)
3,639,680 3,496,628 3,477,638
3 + Financial allowances (1) 72,964 37,789 0
4 + Extraordinary allowances (1)
272,269 261,636 359,302
5 - Operating write-backs (2) 1,121 1,117 1,129
6 - Financial write-backs (2) 37,789 0 0
7 - Extraordinary write-backs (2) (3)
202,827 128,354 117,196
8 - Proceeds on disposal of fixed-lined assets 634,826 3,753 135,771
9 + Net book value of disposed assets 415,948 1,266 135,140
I CASH EARNINGS 9,715,583 9,602,001 9,742,785
10 - Dividend payments 5,589,883 6,065,275 5,273,640
II NET CASH EARNINGS 4,125,700 3,536,727 4,469,145
(1) Excluding allowances related to current assets and liabilities and cash.
(2) Excluding write-backs relating to current assets and liabilities and cash.
(3) Including write-backs of investments subsidies.

4 FINANCIAL REPORT
STATEMENT OF CASH FLOWS
SELECTED BALANCE-SHEET DATA
Masses Changes (A-B)

(in MAD thousand) 2016 (A) 2015 (B) Uses (C) Sources (D)
1 Equity and long-term liabilities 20,252,447 20,749,885 497,438
2 Less long-term assets 33,567,470 34,098,769 531,299
3 Working capital (1-2) (A) (13,315,022) (13,348,884) 33,862
4 Current assets 7,442,198 6,549,070 893,128
5 Less current liabilities 14,735,149 14,199,204 535,945
6 Working capital requirement (4-5) (B) (7,292,951) (7,650,134) 357,183
7 Net cash (A-B) (6,022,071) (5,698,750) 323,321
USES AND SOURCES
2016 2015
(in MAD thousand) Uses Sources Uses Sources
I - LONG-TERM FINANCING SOURCES
NET CASH EARNINGS (A) 4,125,700 3,536,727
Cash earnings 9,715,583 9,602,001
Dividends 5,589,883 6,065,275
DISPOSALS AND REDUCTIONS OF FIXED-LINED ASSETS (B) 990,516 282,388
Reduction of intangible assets 464 0
Reduction of property, plant, and equipment 1,430 1,887
Disposal of property, plant, and equipment 74 3,753
Disposal of financial assets 634,752 0
Write-backs of long-term receivables 353,796 276,748
INCREASE IN SHAREHOLDERS’ EQUITY AND QUASI EQUITY (C) 0 0
Increase in equity, capital contribution 0 0
Investment subsidies 0 0
INCREASE IN LONG-TERM DEBT (D) 0 6,032,881
TOTAL (I) LONG-TERM RESOURCES (A+B+C+D) 5,116,216 9,851,996
II - LONG-TERM USES FOR THE YEAR
ADDITIONS & INCREASE IN FIXED-LINED ASSETS (E) 3,969,460 11,071,498
Acquisitions of intangible assets 497,181 1,520,649
Acquisitions of property, plant, and equipment 3,268,237 3,145,266
Acquisitions of financial assets 110,976 2,199,297
Increase in long-term receivables 93,067 4,206,286
Increase in property, plant, and equipment 0 0
REIMBURSEMENT OF EQUITY (F) 0 0
REIMBURSEMENT OF LONG-TERM DEBT (G) 1,112,894 0
CAPITALIZED COSTS (H) 0 0
TOTAL (II) STABLE USES (E+F+G+H) 5,082,354 11,071,498
III - CHANGE IN WORKING CAPITAL REQUIREMENT 357,183 0 0 222,161
IV - CHANGE IN CASH AND CASH EQUIVALENTS 0 323,321 0 997,342
GRAND TOTAL 5,439,537 5,439,537 11,071,498 11,071,498

FINANCIAL REPORT
A1 Main valuation methods used by the Company ›› Other property, plant, and equipment:
furniture and fittings.................................................. 10 years
1. Accounting policies computer equipment....................................................5 years
The Company’s financial statements have been prepared in office equipment......................................................... 10 years
accordance with generally accepted accounting practices and, transportation equipment...........................................5 years
in particular, with the principles related to historical costs,
separation of accounting periods, prudence, and consistent An additional provision is recorded for technical obsolescence,
accounting methods from one year to the next, and no netting. reduction in estimated useful life, or asset impairment.
Assets not yet in service are recorded as work-in-progress.

2. Intangible assets and property, plant,
andequipment
3. Financial assets
The asset s transferred by the Moroccan government
Investment securities are recorded at their purchase price.
on February 26, 1998, to establish Itissalat Al Maghrib
An impairment charge is recorded for the difference if this
(MarocTelecom), were recorded as a net amount in the
value is higher than the carrying value. The carrying value is
opening, which was approved by:
determined on the basis of the Group’s proportionate share
›› Postal Services and Information Technology Act no. 24-96; of equity as represented by the securities. This figure may
be adjusted to reflect the companies’ growth and earnings
›› joint order no. 341-98 of the Ministry of Telecommunications
outlooks..
and the Ministry of Finance, Commerce, and Industry,
approving the inventory of assets transferred to Itissalat Other financial assets, which include receivables, loans, and
Al-Maghrib Itissalat Al-Maghrib. deposits, are recognized on the basis of their nominal value.
Provisions may be recorded to reflect collection risk.
Assets acquired thereafter are recorded at their acquisition
o r p ro du c t io n cos t , w hich fo r n et wo r k s e s s ent iall y
comprises design and planning costs, construction costs, site 4. Invotories
development costs, network-rollout costs, customs duties,
Inventories comprise:
and internal costs related to network development. Financial
expenses corresponding to interest on capital borrowed to ›› mobile handsets and accessories intended for sale to
finance property, plant, and equipment are not expensed as
4
customers upon line activation;
production costs during the production period.
›› technical suppor t required for net work rollout and
Expenses of maintenance and network maintenance are maintenance other than cable and spare parts.
expensed for the year. Capital assets are amortized evenly
Inventories of mobile handsets and accessories are accounted
according to their nature (intangible – tangible) and according
for using the weighted average cost method; a provision is
to their destination (transmission, network equipment, ...).
recorded to account for obsolescence risk and for unsold
The depreciation and amortization are calculated using the inventory.
straight-line method over the estimated useful life lives of the
Technical-equipment inventories are measured at cost
assets, as follows:
(including customs duties and other costs) and are depreciated
›› Intangible assets 4 to 5 years expect 3G license (25 years) on the basis of their value in use or obsolescence.
›› Property, plant, and equipment:
constructions and buildings..................................... 20 years 5. Accounts receivable
civil engineering.......................................................... 15 years Accounts receivable are recorded at nominal value.
cetwork equipment:
Trade receivables: impairment provisions are recorded to cover
transmission (mobile)................................................. 10 years collection risk, which is estimated on the basis of the age of
switching.........................................................................8 years the receivable.
transmission (fixed-line)............................................ 10 years

4 FINANCIAL REPORT
Government receivables: Provisions are recorded to cover in the new IAM Subsidiaries were offset against the loans
the risk of the Moroccan government not recognizing these granted to the subsidiaries.
receivables. These provisions are evaluated statistically.
Other receivables: where appropriate, other provisions are 11. Revenues

recorded on the basis of estimated collection risk. Revenues are recorded on the basis of consumption by
subscribers and customers at the end of the period, net of
6. Accruals (assets) subsidies and commissions.
This line item includes mainly prepaid expenses. ›› Sales of goods and services correspond to income from
outgoing and incoming communications and are recognized
at the time they occur (telephone communications and
7. Cash and investment securities
line-activation costs). Subscriptions are billed in advance
Cash and investment securities comprise highly liquid assets each month and recognized under deferred revenue as
and short-term investments measured at historical cost. a liability on the statement, before being transferred to
revenues for the period. For prepaid services, revenues are
recognized at the time of consumption. They also include
8. Provisions for contingencies and losses
income from sales of advertising in paper and electronic
These include long-term and other provisions for contingencies telephone directories; this revenue is recognized when the
and losses: advertisements are published.
›› long-term provisions for contingencies and losses They also include the proceeds from the sale of advertising
correspondto provisions for translation differences and inserts in the printed and electronic directories which are
life annuities; taken into account in the result when they are published.
›› other provisions for contingencies and losses comprise
›› Sales of merchandise concern revenues from handset sales,
provisions for restructuring, loyalty programs, and disputes
which are recognized either at the time of delivery or upon
and legal risks known at period end. These provisions are
line activation.
measured on the basis of the advancement of procedures
underway and estimated risks at period end; ›› Customer acquisition and loyalty costs include discounts
on mobile handsets and promotional offers of free airtime
›› no provision for postretirement benefits has been recorded
granted to new customers. Discounts on mobile handsets
in the financial statements, because pension expenses
are deducted from revenues on the date of delivery to the
are covered by statutory pension plans established for
customer or distributor. Discounts granted to distributors
employees in Morocco.
as remuneration for services are recognized mainly under
revenues, at the time of delivery.
9. Accruals (liabilities)
This item contains deferred revenue concerning mainly prepaid
12. Other income
subscriptions and unused minutes sold.
Other income from operations includes:
10. Receivables and payables in foreign currencies ›› expense reclassifications (mainly telecommunication
Receivables in foreign currencies are translated into the costs specific to IAM, recognized under “Other external
presentation currency using the exchange rate on the expenses”);
transaction date. At period end, receivables and payables ›› reversal of operating provisions (inventories and provisions
in foreign currencies are translated into the presentation for contingencies and losses).
currency using the exchange rate on the closing date;
unrealized gains or losses are recorded on the statement under
13. Other external expenses
“Accruals (assets)” or “Accruals (liabilities).” Unrealized losses
are accrued in full. In addition to rental expenses, maintenance costs, advertising
expenses, and general expenses, other external expenses
In accordance with the principles of clarity and prudence, include:
no exceptions shall be made between unrealized gains and
unrealized losses, unless otherwise specified in the CGNC. To ›› ANRT regulatory fees for radio-frequency assignment,
this end, the translation differences on the USD 200 million in accordance with Act 24-96 and Order 310 -98 of
loan granted by Golden Falcon to IAM to finance investments February 25, 1998;

FINANCIAL REPORT
›› expenses related to the universal service obligation, 14. Financial Instruments

in accordance with Act 24-96 and Order 2.00.1333 of
Except the operation of purchase of foreign currency
October 9, 2000 (IAM contract specifications);
(dollar against euro) set up in late 2015 to cover the loan
›› costs related to research, training, and telecommunications of USD 200 million granted by Golden Falcon to IAM for
standardization, in accordance with Act 24-96 and investment financing of the new subsidiaries, the Company
Order 2.0 0.1333 of October 9, 20 0 0 (IAM contract does not use any financial instrument, including any currency
specifications). hedge.
A2 Exceptions
■■ From 01/01/2016 to 12/31/2016
Effect of exemptions on assets,

Exemptions Justification of exemptions financial position, and results
I- EXEMPTIONS FROM BASIC ACCOUNTING PRINCIPLES NONE NONE
II- EXEMPTIONS FROM VALUATION METHODS NONE NONE
III- EXEMPTIONS FROM RULES FOR PREPARING
AND PRESENTING SUMMARY FINANCIAL STATEMENTS NONE NONE
A3 Changes in method
■■ From 01/01/2016 to 12/31/2016
Effect of exemptions on assets,

Type of commitment Justification of exemptions financial position, and results
Changes affecting valuation methods None None
Changes affecting presentation guidelines None None
B1 Capitalized costs
■■ From 01/01/2016 to 12/31/2016
4
Main account Description Amount
2110 Incorporation fees None
2116 Development costs None
2118 Other preliminary expenses None
2120 Costs allocated over several fiscal years None
Total None

4 FINANCIAL REPORT
B2 Non financial assets

■■ From 01/01/2016 to 12/31/2016 (in MAD thousand)
Gross Increase Decrease

Balance Self Gross
carried Constructe Balance
Description forward Acquisition assets Transfers Disposals Retirement Transfers at year-end
Capitalized costs 0 0 0 0 0 0 0 0
Start-up costs 0 0 0 0 0 0 0 0
Deferred costs 0 0 0 0 0 0 0 0
Bond redemption premiums 0 0 0 0 0 0 0 0
Intangible assets 11,296,705 497,181 0 316,294 0 464 605,598 11,504,118
Research and development costs 0 0 0 0 0 0 0 0
Patents, trademarks, and similar rights 10,799,213 0 0 314,305 0 0 0 11,113,518
Goodwill 68,728 0 0 1,989 0 0 0 70,717
Other intangible assets 428,764 497,181 0 0 0 464 605,598 319,882
Property, plant, and equipment 59,986,140 3,268,237 0 3,543,216 248 1,430 3,253,911 63,542,003
Land 950,351 3,250 0 0 0 0 0 953,601
Buildings 6,840,862 0 0 202,900 0 0 0 7,043,762
Technical plant, machinery, and
equipment 45,210,827 0 0 3,229,058 0 0 0 48,439,885
Vehicles 143,356 0 0 0 248 0 0 143,108
Office equipment 4,393,958 0 0 111,258 0 0 0 4,505,216
Other property, plant, and equipment 11,048 0 0 0 0 0 0 11,048
Work in progress 2,435,738 3,264,987 0 0 0 1,430 3,253,911 2,445,383

FINANCIAL REPORT
B2bis Depreciation schedule

Accumulated
depreciation
opening of Allowances for Amortization of Amount
Description period period disposed assets at year -end
CAPITALIZED COSTS 0 0 0 0
Start-up costs 0 0 0 0
Deferred costs 0 0 0 0
Bond redemption premiums 0 0 0 0
INTANGIBLE ASSETS 8,445,705 556,567 0 9,002,272
Research and development costs 0 0 0 0
Patents, trademarks, and similar rights 8,390,739 551,539 0 8,942,278
Goodwill 54,967 5,028 0 59,995
Other intangible assets 0 0 0 0
PROPERTY, PLANT AND EQUIPMENT 41,557,038 3,104,364 248 44,661,154
Land 0 0 0 0
Buildings 4,129,008 229,826 0 4,358,834
Technical plant, machinery, and equipment 33,633,111 2,675,950 0 36,309,060
vehicles 63,969 5,967 248 69,687
office equipment 3,730,951 192,622 0 3,923,572
Other property, plant, and equipment 0 0 0 0
Work in progress 0 0 0 0
Including extraordinary allowances:

›› Asset retirement -
4
›› Corrective action to remedy delays to entry into service 21 MMAD
Total of extraordinary allowances 21 MMAD
B3 Gains and losses from disposals and retirement of fixed‑lined assets

Proceeds
Disposal Principal Gross Accumulated Net from disposal
or retirement date amount amount depreciation book value of assets Gains Losses
02/24/2016 234 248 248 0 74 74
05/11/2016 251 415,948 0 415,948 634,752 218,804
TOTAL 416,197 248 415,948 634,826 218,878 0

4 FINANCIAL REPORT
B4 Equity investments
Derived from latest Income

selected financial data of issuer recorded
Overall in statement of
Operating Share % acquisition Net book Closing Net Net comprehensive
sector capital of interest price value date equity income income
1 2 3 4 5 6 7 8 9
ARABSAT Operation and marketing 1,277,366 0.61 6,454 6,454 12/31/2016 2,994
of telecommunication
systems
ADM Building and operation 15,715,629 0.13 20,000 16,000 12/31/2016 0
of Moroccan road network
THURAYA Regional satellite operator 5,312,845 0.16 9,872 9,872 12/31/2016 0
CASANET Internet service provider 14,414 100 18,174 18,174 12/31/2016 6,904
CMC Financial holding 344,617 80 399,469 399,469 03/31/2016 119,543
compagny
FONDS Seed capital fund 43,000 10 4,479 0 12/31/2016 0
AMORCAGE
SINDBAD
Médi1 sat Media (Satellite television) 199,246 8 169,540 84,923 12/31/2016 0
Onatel Telecommunications 585,631 51 2,459,380 2,459,380 12/31/2016 187,526
Gabon Telecom Telecommunications 927,276 51 696,641 696,641 12/31/2016 259,128
Sotelma Telecommunications 151,437 51 3,143,911 3,143,911 12/31/2016 360,883
MT FLY SA Operating aicraft 2,096 100 20,300 0 12/31/2016 0
for passenger and/or
freight transport
Etisalat Telecommunications 166 100 433,020 433,020 12/31/2016 0
Bénin SA
Atlantique Telecommunications 332,339 85 919,634 919,634 12/31/2016 0
Télécom
Côte d’Ivoire
Atlantique Telecommunications 132,936 95 621,697 621,697 12/31/2016 241,753
Telecom Togo
Telecom Niger
Telecom
Centrafrique
Prestige Telecommunications 15,062 100 23,090 23,090 12/31/2016 600
Telecom
Côte d’Ivoire
TOTAL 9,496,067 9,382,670 1,179,331

FINANCIAL REPORT
B5 Provisions
Allowances Write-backs
Opening Closing
Description balance Operating financial Extraordinary* Operating financial Extraordinary balance
1- Provisions
for depreciation
of fixed-lined assets 296,224 0 20,000 251,018 0 0 202,827 364,414
2-Regulated provisions 0 0 0 0 0 0 0 0
3-Provisions for
contingences and losses 56,604 0 52,964 0 1,121 37,789 0 70,658
SUB-TOTAL (A) 352,828 0 72,964 251,018 1,121 37,789 202,827 435,072
4-Provisions
for depreciation of current
assets (excluding cash
and cash equivalent) 7,240,732 424,749 0 0 174,544 0 0 7,490,936
5-Other provisions
for contingencies 897,696 367,989 114,726 255,000 104,654 93,844 0 1,436,913
6-Provisions
for depreciation of cash
and cash equivalents 0 0 0 0 0 0 0 0
SUB-TOTAL (B) 8,138,428 792,737 114,726 255,000 279,199 93,844 0 8,927,849
TOTAL (A+B) 8,491,256 792,737 187,691 506,018 280,319 131,633 202,827 9,362,921
* Incuding: * Incuding:
Depreciation
of inventories class 2 75 MMAD Spare parts 66 MMAD
Delays to entry into Delays to entry into service
service of work progress 176 MMAD of work progress 137 MMAD
4
TOTAL 251 MMAD 128 MMAD
B6 Receivables
Breakdown by maturity Other breakdown

Amounts
due from Amounts
More Expired Amount government due from
than Less than but not in foreign and public related Amounts
Receivables Total one year one year recovered currency bodies parties in notes
Fixed-lined assets 3,000,159 1,489,882 433,522 1,076,755 2,964,674 0 2,980,448 -
Long-term loans 2,996,776 1,486,499 433,522 1,076,755 2,964,114 0 2,980,448 -
Other financial receivables 3,382 3,382 0 0 560 0 0 -
Current assets 14,286,251 0 2,912,001 11,374,251 2,337,029 1,292,991 1,657,053 -
Trade payables, advances, and
deposits 25,576 0 25,576 0 3,935 4,551 0 -
Accounts receivable and related
accounts 12,656,212 0 2,344,400 10,311,812 1,433,207 657,372 742,788 -
Employees 2,906 0 2,906 0 0 0 0 -
Tax receivables 459,520 0 459,520 0 0 459,520 0 -
Shareholders’ current accounts 0 0 0 0 0 0 0 -
Other receivables 1,073,214 0 10,775 1,062,439 877,677 164,548 892,055 -
Accruals 68,824 0 68,824 0 22,210 7,000 22,210 -

4 FINANCIAL REPORT
B7 Liabilities
Breakdown by maturity Other breakdown

Amounts
due from Amounts
More Expired Amount government due from
than Less than but not in foreign and public related Amounts
Liabilities Total one year one year recovered currency bodies parties in notes
Long-term debt 4,866,688 3,776,562 1,090,125 0 4,860,372 0 4,859,814 0
Debenture bonds 0 0 0 0 0 0 0 0
Other long-term debt 4,866,688 3,776,562 1,090,125 0 4,860,372 0 4,859,814 0
Current liabilities 13,244,286 263,739 12,646,490 334,112 2,342,711 3,095,356 214,411 0
Accounts payable and related
accounts 7,772,383 263,739 7,195,110 313,533 2,244,124 51,974 217,831 0
Trade receivables, advances,
and deposits 96,756 0 76,179 20,577 96,756 0 (3,420) 0
Employees 1,012,981 0 1,012,981 0 0 0 0 0
Social-security authorities 97,086 0 97,086 0 0 97,086 0 0
Tax payable 2,534,463 0 2,534,518 0 0 2,534,518 0 0
Shareholders’ current accounts 1 0 0 1 0 0 0 0
Other payables 432,468 0 432,468 0 1,831 411,778 0 0
Accruals 1,298,148 0 1,298,148 0 0 0 0 0
B8 Guarantees given or received

Amount Net book value

covered by Date and place of the guarantee given
Third parties guarantee Description (a) of registration Purpose (b) (c) at balance-sheet date
Guarantees given
Guarantees received Guarantees received
Long-term loans 16,329 (b)
are from employees 16,329
(a) Collateral: 1- Mortgage: 2-Pledge: 3-Warrant: 4-Others: 5-To be specified.

(b) Specify whether the security is given for the benefit of companies or third parties (data security). (Affiliated companies, partners, staff).
(c) Specify whether the collateral received by the Company from persons other than the debtor (collateral received).

FINANCIAL REPORT
B9 Financial commitments given or received, excluding leasing transactions

Amounts
Commitments given Amounts Year end Previous year
Investment not yet realized
Investment Agreement 6,235,037 0
Including Investment commitment 2,013,525 2,556,215
6,235,037 2,556,215
Guarantees from banks
Documentary credit - -
Endorsements 263,994 262,526
263,994 262,526
Commitment Agreement sponsorship 0 -
Operating lease obligations* 17,796 16,948
17,796 16,948
Guarantees by Etisalat for financing Opcos:
Maroc Telecom replaces the Etisalat Group companies’ for the guarantees 44,310 106,174
given by them, as part of current operations of companies acquired.
(EUR 4.15 million at December 31, 2016 & EUR 9.82 million at December 31, 2015).
44,310 106,174
Bank guarantees/subsidiaries
AT RCA:
›› Commitment of prior authorization of the bank in case of total or partial transfer
›› Verification that the subsidiary carries out the usual diligence to comply with its commitments
›› Commitment to an accordion operation through a capital increase and absorption
of the loss carry-forwards
AT CDI:
›› Commitment of prior information of the bank in case of total or partial transfer
4
›› Do our best to ensure that the subsidiary has sufficient cash to pay its borrowings
AT NIGER:
›› Commitment related to the counter-bank guarantee (EUR 23,909,452): authorization to debit 255,281 0
the IAM account in principal, interest and accessories in case of counter-guarantee
›› Commitment to payment on simple request of the balance which could result in insufficient
provision of the IAM account)
›› Commitment of prior information of the bank in case of total or partial transfer
255,281 0
Other commitments given
›› SWAP agreement
Commitment in terms of sales of EUR 120 million against USD 138 million in the contract for
the SWAP agreement signed with ATW
This commitment took effect on 12/18/2015 and will end on 11/20/2019
Investment commitment 2016-2018
Commitment to create 150 direct jobs and stable employment in a period of 36 months
Jobs created: 75
Remainder of the Undertaking: 75
TOTAL 6,816,418 2,941,862
* 2 to 15 year rent contract with tacit renewal. The amount indicated is related to one month’s notice.

4 FINANCIAL REPORT
Amounts Amounts
Commitments received Year end Previous year
Endorsements and guarantees 753,822 916,491
Other commitments received
SWAP agreement
›› Commitment to purchase in terms of USD 138 million against EUR 120 million
under the currency hedging contract with ATW.
This commitment took effect on 12/18/2015 and will end on 11/20/2019
›› Commitment by the Moroccan government to social outreach initiatives
Investment commitment
›› Exemption of the customs duties on the imports relating to the investments
TOTAL 753,822 916,491
B10 Finance-lease assets

Estimated Remaining
Date Contract value at the date Theoritical Accumulated Accumulated royalties to pay Residual
of the length of the contract amortization fees of pre- royalties Less than More than purchase
Section first term in months value period vious years amount one year one year price Observations
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
None None

FINANCIAL REPORT
B11 Analysis of statement of comprehensive income (items)

Item Current year 2016 Previous year

Operating income
711 Sales of goods 378,063 311,568
Sales of goods in Morocco 378,063 311,568
Sales of goods abroad 0 0
Other sales of goods
TOTAL 378,063 311,568
712 Sales of manufactured goods and services rendered
Sales of manufactured goods in Morocco
Sales of manufactured goods abroad
Sales of service rendered in Morocco 15,866,477 16,290,627
Sales of service rendered abroad 3,813,942 3,640,744
Royalties for patents, trademarks, rights, etc
Other sales of manufactured goods and services rendered 0 0
TOTAL 19,680,420 19,931,371
713 Change in inventories 0 0
Change in manufactured goods inventory 0 0
Change in services inventory 0 0
Change in product inventory WIP 0 0
TOTAL 0 0
714/718 Other operating income 629,850 364,157
Directories’ fees received 0 0
Other operating income 629,850 364,157
TOTAL 629,850 364,157 4
719 Operating write-backs: expense transfers 377,310 385,926
Write-backs 0
Write-backs 280,319 274,146
Expense transfers 96,991 111,779
TOTAL 377,310 385,926
Financial income 0 0
738 Interest and other financial income 364,508 159,101
Interest and similar income 359,329 152,123
Income from receivables of controlled entities 0 0
Net proceeds from disposal of marketable securities 3,072 4,080
Other interest and financial income 2,107 2,897
TOTAL 364,508 159,101

4 FINANCIAL REPORT
Item Current year 2016 Previous year

Operating expenses
611 Cost of goods sold 688,723 745,083
Cost of goods 697,296 728,565
Change in inventory (+/-) (8,573) 16,518
TOTAL 688,723 745,083
612 Raw material and supplies 3,681,985 3,385,126
Raw materials 0 0
Change in raw material inventory 0 0
Supplies and packaging 158,101 157,710
Change in supplies and packaging inventory (25,446) 32,076
Cost of consumable materials and supplies 592,677 440,583
Cost of research, surveys, studies, and services 2,956,653 2,754,757
TOTAL 3,681,985 3,385,126
613/614 Other external expenses 2,740,708 2,713,291
Rent and rental expenses 281,362 265,857
Finance lease installments 0 0
Maintenance and repairs 534,625 563,798
Insurance premiums 14,357 13,606
Payments of external staff 238,268 176,936
Payments for intermediaries and fees 196,622 193,517
Fees for patents, trademarks, rights, etc. 661,118 639,109
Transportation 36,149 39,750
Travel and entertainment expenses 72,242 68,541
Other external expenses 705,966 752,177
TOTAL 2,740,708 2,713,291
617 Payroll costs 2,339,746 2,304,415
Payroll 2,013,373 1,960,437
Social security 326,373 343,978
Other payroll costs 0 0
TOTAL 2,339,746 2,304,415
618 Other operating expenses 2,540 2,326
Directors’ fees 2,540 2,326
Losses on uncollectible receivables 0 0
Other financial expenses 0 0
TOTAL 2,540 2,326
Financial expenses
638 Other financial expenses 98 179
Net losses on disposal of marketable securities 98 179
Other financial expenses 0 0
TOTAL 98 179
Extraordinary expenses
658 Other extraordinary expenses 161,591 125,266
Contract cancellation payments and forfeiture of deposits 342 11
Back tax payments (other than income tax) 0 0
Tax penalties and fines 548 42
Uncollectible receivables 5,224 0
Other extraordinary expenses 155,477 125,214
TOTAL 161,591 125,266

FINANCIAL REPORT
B12 Reconciliation of net income to taxable income

I determination of income Amount Amount

I- NET INCOME
Net profit 6,191,285
Net loss
II- TAX ADD-BACKS 2,404,452
1. Ordinary 2,204,959
Income tax 2016 2,062,373
Amortization in excess of MAD 300,000 752
POP Paris expenses (IAM branch) 7,043
Unrealized foreign exchange gains 2016 114,123
Gifts exceeding MAD 100 per unit 14
Donations in cash or kind 655
Provisions 20,000
2. Extraordinary 199,492
Amortization 21,251
Provisions 175,788
Tax penalties and fines 548
Contribution for the support of social solidarity 0
Other provisions for contingencies and losses 1,905
III- TAX DEDUCTIONS 1,405,320
1. Ordinary 1,264,663
Unrealized foreign exchange gains 2015 80,171
POP Paris income (IAM branch) 5,161
Revenues from equity investments 1,179,331 4
2. Extraordinary 140,657
Allowance on net capital gains from disposal 0
Provisions & amortization 140,657
Reversal of provisions for impairment of investments 0
TOTAL 2,404,452 1,405,320
IV- GROSS TAXABLE INCOME
Gross profit 7,190,417
Gross taxable loss
V- LOSS CARRIED FORWARD 0
VI- TAXABLE INCOME
Net taxable profit 7,190,417
Net taxable loss
Reducing the corporate tax rate to 17.50% for the export turnover 166 656
Corporate tax 2 062 373

4 FINANCIAL REPORT
B13 Determination of ordinary income after tax

I - Determination of income
Amount
Ordinary income from statement of comprehensive income (+) 8,275,059
Add-backs on ordinary operations 142,586
Deduction of ordinary operations 1,264,663
ORDINARY INCOME THEORETICALLY TAXABLE (=) 7,152,982
Theoretical tax on ordinary income (-) 2,217,424
Exemption of export revenues (165,788)
ORDINARY INCOME AFTER TAX (=) 6,223,423
II - Indication of the tax status and advantages granted by investment codes or by specific legal provisions
IAM benefits from a reduced rate of corporate income tax (17.50% instead of 31%).
B14 Analysis of VAT

Opening balance Closing balance

Description 1 Operations 2 VAT returns 3 (1+2-3)
A/Invoiced VAT 2,270,011 3,430,962 3,433,587 2,267,386
B/Recoverable VAT 526,721 1,615,762 1,697,926 444,556
›› On expenses 328,656 904,829 963,604 269,881
›› On assets 198,065 710,933 734,322 174,675
C/VAT payable (VAT credit) VAT = (A-B) 1,743,290 1,815,200 1,735,661 1,822,829

FINANCIAL REPORT
C1 Shareholder structure
Stocks held (in thousand) Nominal Capital amount

value
Surname, first name, business Previous Current of each stock
name of main shareholders (a) Adresse year year or share Soubscribed Called Full paid
1 2 3 4 5 6 7 8
1°/Kingdom of Morocco 263,729 263,729 0.006 1,582,371 1,582,371 1,582,371
2°/Société de Participation
dans les Télécommunications 465,940 465,940 0.006 2,795,643 2,795,643 2,795,643
3°/M. Mohamed BOUSSAÏD 0.010 0.010 0.006 0.060 0.060 0.060
4°/M. Mohamed HASSAD 0.010 0.010 0.006 0.060 0.060 0.060
5°/M. Mohamed ALAMI 2.900 2.900 0.006 17.400 17.400 17.400
6°/M. Eissa Mohamed AL SUWAIDI 0.001 0.001 0.006 0.006 0.006 0.006
7°/M. Mohamed Hadi AL HUSSAINI 0.001 0.001 0.006 0.006 0.006 0.006
8°/M. Ahmed Abdulkarim JULFAR 0.001 0.001 0.006 0.006 0.006 0.006
9°/M. Daniel RITZ 0.001 0.001 0.006 0.006 0.006 0.006
10°/M. Mohammed Saif AL SUWAIDI 0.001 0.001 0.006 0.006 0.006 0.006
11°/M. Serkan OKANDAN 0.001 0.001 0.006 0.006 0.006 0.006
12°/M. Jean-Francois DUBOS 0.010 0.010 0.006 0.060 0.060 0.060
13°/M. Régis TURRINI 0.010 0.010 0.006 0.060 0.060 0.060
14°/M. Jacques ESPINASSE 0.010 0.010 0.006 0.060 0.060 0.060
15°/M. Franck ESSER 0.010 0.010 0.006 0.060 0.060 0.060
16°/M. Jean-René FOURTOU 0.010 0.010 0.006 0.060 0.060 0.060
17°/M. Jacques CHAREYRE 0.100 0.100 0.006 0.600 0.600 0.600
18°/M. Talbi ABDELAZIZ 0.010 0.010 0.006 0.060 0.060 0.060
19°/Divers actionnaires 149,423.202 149,423.202 0.006 896,539.212 896,539.212 896,539.212 4
(a) if the number of shareholders is less than or equal to 10, the company should list all the shareholders. otherwise, the company may list only the 10 principal shareholders.
C2 Appropriation of year-end income

Amount Amount
A. Source of income B. Income appropriation
(Decision of 04/26/2016)
Legal reserves 0
Retained earnings at 12/31/2015 0 Other reserves 348,023
Net income to be allocated 0 Directors’ share in profits 0
Net income for the period 5,937,906 Dividends 5,589,883
Withholding from reserves 0 Other allocations 0
Other reserves 0 Retained earnings 0
TOTAL A 5,937,906 TOTAL B 5,937,906

4 FINANCIAL REPORT
C3 Income and other significant items over the past thee years

■■ (in MAD thousand)
Description 2014 2015 2016

Net equity of the Company
Shareholders’ equity and quasi-equity less capitalized costs 14,780,895 14,653,526 15,254,928
Operations and income from period
Revenues excluding tax 20,456,679 20,242,939 20,058,482
Income before tax 8,119,660 7,978,770 8,253,658
Corporate income tax 2,094,858 2,040,864 2,062,373
Dividends 5,273,640 6,065,275 5,589,883
Unappropriated income (placed in reserves or to be allocated) 24,949 483 348,023
Earnings per share
Earnings per share for period (in MAD) 6.85 6.75 7.04
Dividends per share* (in MAD) 6.00 6.90 6.36
C4 Transactions in foreign currencies during the year

Entry exchange Outgoing exchange

Description value (in MAD) value (in MAD)
Permanent financing -
Gross assets 3,218,466
Receipts from sale of fixed-lined assets 1,412,292
Repayment of long-term debt -
Dividends paid
Income 2,798,848
Expenses 770,307
Total inflows 4,211,140
Total outflows 3,988,773
Foreign currency balance 222,367
TOTAL 4,211,140 4,211,140
C5 Date of financial statements and subsequent events

I. Dates
Date of statement of financial position (1): 12/31/2016

Date of preparation of the financial statements (2)
Date of rectifying declaration
II. E
vents subsequent to the date of the financial statements and known prior to initial disclosure of the financial statements.
Dates Indication of events

None
(1) Justification in the event of a change in the balance-sheet date.

(2) Justification in the event of noncompliance with the regulatory requirement to prepare financial statements within three months of the balance-sheet date.

FINANCIAL REPORT
Statutory auditor’s special report period from january 1, 2016 to december 31,2016
This is a free translation into English of our special audit report signed and issued in French and is provided solely for the
convenience of English speaking users. This report should be read in conjunction and construed solely in accordance with
Moroccan law and Moroccan professional auditing standards
STATUTORY AUDITOR’S SPECIAL REPORT FINANCIAL YEAR FROM

JANUARY 1, 2016 TO DECEMBER 31, 2016
Dear Shareholders, ›› Products or services delivered or provided: In 2016,

Itissalat Al Maghrib (IAM) provided services to Gabon
As Statutory Auditors of the Company, we hereby submit Telecom (GT) in the following areas:
our report on related-party agreements, in accordance with
Strategy and organization;
Articles 95 to 97 of 17-95 Act, as amended and completed by
Acts 20-05 and 78-12. Development;
Marketing;
Our responsibility is to present the main characteristics and
Finance;
modalities of the agreements which we have been informed
of by the Chairman of the Supervisory Board or that we Purchasing;
discovered during our engagement, without giving an opinion Quality;
on their usefulness and appropriateness, or looking for the Human resources;
existence of other agreements. It is your responsibility, under
Information systems;
the law above, to decide on their approval.
Interconnection and regulatory commitments of GT;
We have performed the procedures that we considered International traffic and roaming;
necessary under the standards of the profession in Morocco.
Taxation, legal and governance;
These procedures are designed to verify the consistency of
the information provided to us with the documentation from Network technologies and operations;
which they originate. Wholesale services, Roaming and traffic routing services.
Under all of these services’ provisions, IAM recorded in its
1. RELATED-PARTY AGREEMENTS accounts: 4
CONCLUDED IN 2016 ›› Technical assistance services: During 2016, the revenues
booked by Itissalat Al Maghrib (IAM) represented a total
amount (excluding VAT) of MAD 216.1 million. These
1.1. Signed agreement with Gabon Telecom (GT)
revenues are related to the fiscal years 2013, 2014 and
›› Parties concerned: 2015 at a 2.5% rate, as well as the revenue of the fiscal year
2016 at a rate of 5%.
Itissalat Al Maghrib (IAM) is the major shareholder of
Gabon Telecom (GT). The receivable balance of technical assistance held by
Itissalat Al Maghrib (IAM) as of December 31, 2016
Mr. Brahim Boudaoud is a member of the Management
amounts to MAD 216.1 million.
Board of IAM.
›› Supply of services: Itissalat Al Maghrib (IAM) booked within
›› Form of the agreement: Written agreement.
its revenues a fee for the supply of services provided to its
›› N a t u r e a n d p u r p o s e of t h e a g r e e m e n t : S e r v i c e subsidiary amounting to (excluding VAT) MAD 22.7 million.
commitment agreement.
The receivable balance of services’ supply held by Itissalat
›› Main terms: On November 22, 2016, Gabon Telecom Al Maghrib (IAM) as of December 31, 2016 amounts to
(which absorbed the subsidiary Atlantique Telecom Gabon MAD 10.1 million.
on June 29, 2016 with effect from January 1, 2016) and
›› Amounts received: In 2016, IAM received a total amount
Itissalat Al Maghrib (IAM) concluded an agreement under
of MAD 12.6 million.
which IAM provides technical assistance and services, with
retroactive effect starting from January 1, 2013.
›› These ser vices are carried out mostly by expatriate
employees, or by a third company whose intervention
will present an interest as per services’ provision, after
consultation with Gabon Telecom.

4 FINANCIAL REPORT
2. RELATED-PARTY AGREEMENTS ›› S e r vice s p rovid e d: T h e a g re e m e nt co n ce r n s t h e

payment by Itissalat Al Maghrib (IAM) of total amount of
CONCLUDED IN PREVIOUS YEARS
EUR 474 million (equivalent to MAD 5.16 billion) for the
THAT REMAINED EFFECTIVE IN 2016 acquisition of the above-mentioned subsidiaries (Shares and
debts). The payment was not yet realized at December 31,
2014. Moreover, in accordance with the acquisition
2.1. Agreement on the acquisition of Etisalat
agreement, in 2015 IAM received a loan of USD 200 million
subsidiaries
at zero interest rate from Etisalat, which at the end of 2016
›› Parties concerned: has been reallocated to newly acquired subsidiaries (AT CIV,
AT Niger, AT RCA) for USD 200 million.
Etisalat is the major shareholder of IAM.
›› Amounts paid:
Mr. Eissa Mohammad Al Suwaidi is Vice-President of the
Supervisory Board of IAM. In 2016, Itissalat Al Maghrib (IAM) paid a total amount
of MAD 1.1 billion to Etisalat Benin International and
M o ham ma d Ha di A l H us s aini is m em b er of t h e
Atlantique Telecom SA under the acquisition agreement.
Supervisory Board of IAM.
The remaining amount due by IAM amount s to
Hatem Dowidar is member of the Supervisory Board of MAD 2.9 billion by the end of 2016.
IAM.
Itissalat Al Maghrib (IAM) has also granted loans to its
Saleh Abdooli is member of the Supervisory Board of subsidiaries after the completion of the “Alysse Operation”.
IAM. The movements of these loans in 2016 are detailed as below:
Serkan Okandan is member of the Supervisory Board ›› Atlantique Côte d’ivoire:
of IAM.
Loan: EUR 62.5 million as of December 31, 2016
›› Agreement form: Written agreement. (equivalent of MAD 673 million). IAM booked a revenue
›› Nature and purpose of the agreement: Acquisition of of EUR 4.1 million in 2016.
participation securities. Amount paid: Itissalat Al Maghrib received in 2016, as
›› Main terms: In May 2014, Itissalat Al Maghrib (IAM) interest revenue, an amount of EUR 3.5 million.
concluded an agreement with Etisalat subsidiaries (Etisalat ›› Atlantique Niger:
International Benin Ltd and Atlantique Telecom SA) on the
Loan: In 2016, a capital increase was made by converting
acquisition of subsidiaries presented below:
part of the loan granted to the subsidiary for an amount
Etisalat Bénin SA (ETB). of EUR 22.5 million (equivalent to MAD 241.5 million) and
Atlantique Telecom Côte d’Ivoire (AT CIV). by its interests for an amount of EUR 1.9 million.
Atlantique Telecom Togo (AT TOGO). Amount paid: No amount was collected by IAM for the
Atlantique Telecom Gabon (ATG). financial year 2016.
Atlantique Telecom Niger (AT Niger). ›› Atlantique RCA:
Atlantique Telecom Centrafrique (AT RCA). Loan: In 2016 , a c api t al in c re as e w as ma d e by
converting a current-account advance for an amount of
Prestige Telecom Côte d’Ivoire (Prestige CIV).
EUR 0.9 million (equivalent to MAD 9.7 million) and by its
interests for an amount of EUR 0.1 million. In addition,
a capital increase was made by converting a part of
the reallocated loan for an amount of EUR 7.1 million
(equivalent to MAD 74.8 million) and by its interests for
an amount of EUR 0.8 million.
Amount paid: No amount was collected by IAM for the
financial year 2016.

FINANCIAL REPORT
2.2. Agreements resulting from acquisition of new 2.2.2. AGREEMENTS SIGNED WITH ETISALAT BÉNIN (ETB)
subsidiaries – “Alysse Operation”
›› Parties concerned:
Following the acquisition of new subsidiaries “Alysse Itissalat Al Maghrib is the major shareholder of Etisalat
Operation” and since January 26, 2015, Itissalat Al Maghrib Bénin.
(IAM) substituted to Atlantique Telecom SA (ATH) and Golden Mr. Hassan Rachad is member of IAM Management
Falcon Investments LLC (GFI LLC) in all their rights and Board.
obligations resulting from the agreements signed between
›› Agreement form: Written agreements.
ATH, GFI LLC and the subsidiaries acquired by IAM. These
Agreements are as follows, by subsidiary: ›› Nature and purpose of the agreement: As of January 26,
2015, IAM substituted to Atlantique Telecom SA (ATH) and
Golden Falcon Investments LLC (GFI LLC) in all their rights
2.2.1. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM
and obligations resulting from the following agreements:
CÔTE D’IVOIRE (AT CI)
Technical assistance agreement between Etisalat Bénin
›› Parties concerned: and ATH on November 3, 2011.
Itissalat Al Maghrib is the major shareholder of Atlantique Brand license agreement between Etisalat Bénin and ATH
Telecom Côte d’Ivoire. on January 1, 2014.
Mr. Larbi GUEDIRA is member of IAM Management Loan agreement between Etisalat Bénin and GFI LLC on
Board. May 1, 2013.
›› Agreement form: Written agreement. ›› Main terms: Itissalat Al Maghrib (IAM) substituted to ATH
›› Nature and purpose of the agreement: As of January 26, and GFI LLC in all their rights and obligations resulting from
2015, IAM substituted to Atlantique Telecom SA (ATH) in the above-mentioned agreements signed between ATH and
all their rights and obligations resulting from the following Etisalat Bénin on one hand and GFI LLC and Etisalat Bénin
agreements: on the other hand. All amounts due by Etisalat Bénin under
Technical assistance agreement between AT CI and ATH these agreements shall be paid to IAM. In accordance with
on July 4, 2006. these agreements, Etisalat Bénin is still engaged to IAM at
the same level as previously to ATH and to GFI LLC.
Brand license agreement between AT CI and ATH on
June 12, 2006. ›› Services provided:
S hare lo an ag re em ent b et we en AT CI an d AT H Technical assistance services: the revenues booked by

on Februar y 17, 2012, with an initial amount of
EUR 125 million.
Itissalat Al Maghrib for 2016 amount (after withholding
taxes) to MAD 75 million (calculated on the basis of 5% 4
of the restated net revenue).
›› Main terms: Itissalat Al Maghrib (IAM) substituted to ATH in
all its rights and obligations resulting from the agreements Brand licenses: the revenues booked by IAM for 2016
listed above signed between ATH and AT CI. All amounts represented MAD 13.5 million (calculated on the basis of
due by AT CI under these agreements shall be paid to IAM. 0.9% of the restated net revenue).
In accordance with these agreements. AT CI is still engaged Loan: Loan balance: EUR 147.8 million as of the
to IAM at the same level as previously by ATH. end of 2016 (equivalent to MAD 1,611 million).
›› Services provided: Itissalat Al Maghrib (IAM) booked financial revenue of
MAD 177.8 million.
Technical assistance services: the revenues booked by
Itissalat Al Maghrib for 2016 amount to (after withholding ›› Amounts received: No amount was collected by Itissalat Al
taxes) MAD 115.7 million (calculated on the basis of 5% Maghrib (IAM) during 2016.
of the restated net sales revenue).
Brand licenses: the revenues booked by IAM for 2016
amounts to MAD 20.8 million (calculated on the basis of
0.9% of the restated net sales revenue).
Shareholder loan: Loan balance: EUR 7.6 million as of
December 31, 2016 (equivalent to MAD 83.7 million),
IAM booked a financial revenue of MAD 34.9 million.
›› Amounts received: Itissalat Al Maghrib received in 2016,
as loan reimbursement, an amount of EUR 24.6 million
(equivalent to MAD 268.7 million), and an amount of
EUR 3.9 million, as a financial revenue.

4 FINANCIAL REPORT
2.2.3. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM 2.2.4. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM
TOGO (AT TOGO) NIGER (AT NIGER)
›› Parties concerned: ›› Parties concerned:

Itissalat Al Maghrib is the major shareholder of Atlantique Itissalat Al Maghrib is the major shareholder of Atlantique
Telecom Togo. Telecom Niger.
Mr. Oussama El Rifai is member of IAM Management Mr. Oussama El Rifai is member of IAM Management
Board. Board.
›› Agreement form: Written agreement. ›› Agreement form: Written agreement.
›› Nature and purpose of the agreement: As of January 26, ›› Nature and purpose of the agreement: As of January 26,
2015, IAM substituted to Atlantique Telecom SA (ATH) in 2015, IAM substituted to Atlantique Telecom SA (ATH) in
all its rights and obligations resulting from the following all their rights and obligations resulting from the following
agreements: agreements:
Technical assistance agreement between AT Togo and Technical assistance agreement between AT Niger and
ATH on July 17, 2008. ATH on December 29, 2004.
Brand license agreement between AT Togo and ATH on Brand license agreement between AT Niger and ATH on
December 1, 2006. January 1, 2008.
S h a r e l o a n a g r e e m e n t b e t w e e n AT To g o a n d Share loan agreement between AT Niger and ATH on
ATH on August 1, 2013, with an initial amount of August 1, 2013, with an initial amount of EUR 1.7 million.
EUR 5.79 million. Financing agreement between AT Niger and ATH on
Share loan agreement between AT Togo and ATH on November 25, 2008.
August 1, 2013, with an initial amount of EUR 24 million. Loan agreements signed between AT Niger and ATH in
›› Main terms: IAM substituted to ATH in all its rights and January 2015.
obligations resulting from the agreements listed above Treasur y signe d bet we en AT Niger and ATH on
signed between ATH and AT Togo. All amounts due by December 3, 2003.
AT Togo under these agreements shall be paid to IAM. In
›› Main terms: IAM substituted to ATH in all its rights and
accordance with these agreements, AT Togo is still engaged
obligations resulting from the agreements listed above
to IAM at the same level as previously to ATH.
signed between ATH and AT Niger. All amounts due by
›› Services provided: AT Niger under these agreements shall be paid to IAM. In
Technical assistance services: the revenues booked by accordance with these agreements, AT Niger is still engaged
Itissalat Al Maghrib for 2016 represented a net amount to IAM at the same level as previously to ATH.
(after withholding taxes) of MAD 43.8 million (calculated ›› Services provided:
on the basis of 5% of the restated net revenue).
Technical assistance services: the revenues booked by
Brand licenses: the revenues booked by IAM for 2016 Itissalat Al Maghrib for 2016 amount to (after withholding
represented MAD 7.9 million (calculated on the basis of taxes) MAD 21.8 million (calculated on the basis of 5% of
0.9% of the restated sales revenue). the restated net revenue).
Shareholder loans: Loan balance as of December 31 Brand licenses: the revenues booked by IAM for 2016
2016: EUR 11.3 million (equivalent to MAD 122.8 million). amount to MAD 3.9 million (calculated on the basis of
During 2016, Maroc Telecom booked total financial 0.9% of the restated net revenue).
revenue of MAD 16.5 million.
Shareholder loans: During 2016, an operation of capital
›› A mount s re ceived: It is s alat A l Mag h r ib re cei ve d increase was achieved through a conversion of the
EUR 7.8 million (equivalent to MAD 84.3 million) in entire shareholder loan amounting to EUR 5.2 million
reimbursement of the principal of shareholder’s loan in (equivalent to MAD 56.7 million) in principal and
2016, and EUR 1.8 million as settlement of the interests. EUR 0.5 million in interests.
As of December 31, 2016, Maroc Telecom booked
MAD 4 million as financial revenue.
›› Amounts received: No amounts were received by Itissalat

Al Maghrib in 2016.

FINANCIAL REPORT
2.2.5. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM 2.2.6. AGREEMENTS SIGNED WITH ATLANTIQUE TELECOM
CENTRAFRIQUE (AT RCA) GABON (AT GABON)
›› Parties concerned: Itissalat Al Maghrib is the major ›› Parties concerned: Itissalat Al Maghrib is the major
shareholder of Atlantique Telecom Centrafrique. shareholder of Atlantique Telecom Gabon.
›› Agreement form: Written agreement. ›› Agreement form: Written agreement.
›› Nature and purpose of the agreement: As of January 26, ›› Nature and purpose of the agreement: As of January 26,
2015, IAM substituted to Atlantique Telecom SA (ATH) in 2015, IAM substituted to Atlantique Telecom SA (ATH) in
all their rights and obligations resulting from the following all their rights and obligations resulting from the following
agreements: agreements:
Technical assistance agreement between AT RCA and Technical assistance agreement between AT Gabon and
ATH on July 4, 2006. ATH on January 21, 2003.
Brand license agreement between AT RCA and ATH on Brand license agreement between AT Gabon and ATH
July 1, 2011. on December 1, 2006.
Shareholder loan agreement between AT RCA and Shareholder loan agreement between AT Gabon and
ATH on August 1, 2013, with an initial amount of ATH on August 1, 2013, with an initial amount of
EUR 2.6 million. EUR 12.4 million.
Loan agreements signed between AT RCA and ATH in
›› Main terms: IAM substituted to ATH in all its rights and
January 2015.
obligations resulting from the agreements listed above
›› Main terms: IAM substituted to ATH in all its rights and signed between ATH and AT Gabon. All amounts due by
obligations resulting from the agreements listed above AT Gabon under these agreements shall be paid to IAM.
signed between ATH and AT RCA. All amounts due by In accordance with these agreements, AT Gabon is still
AT RCA under these agreements shall be paid to IAM. In engaged to IAM at the same level as previously to ATH.
accordance with these agreements, AT RCA is still engaged
During 2016, and following the merger between Gabon
to IAM at the same level as previously to ATH.
Telecom and Atlantique Telecom Gabon (dated June 29,
›› Services provided: 2016 with effect as of January 1, 2016), the acquiring
Technical assistance services: the revenues booked by company “Gabon Telecom” substituted to “AT Gabon” in
Itissalat Al Maghrib for 2016 amounts (after withholding all its rights and obligations resulting from the agreements
4
taxes) to MAD 2.8 million (calculated on the basis of 5% listed above.
of the restated revenue). ›› Services provided:
Brand licenses: the revenues booked by IAM for 2016 Technical assistance services: Revenues booked by
amounts to MAD 0.5 million (calculated on the basis of Itissalat Al Maghrib for the first half of 2016 amount to
0.9% of the restated sales revenue). MAD 6.2 million.
Shareholder loans: During 2016, an operation of capital A new Agreement has been concluded between IAM and
increase was achieved through a conversion of the Gabon Telecom (cf. §1.1) covering technical assistance
entire shareholder loan amounting to EUR 4.3 million services.
(equivalent to MAD 47.2 million) in principal and
Brand licenses: Revenues booked by IAM for 2016
EUR 0.7 million in interests.
amount to MAD 1.1 million.
As of December 31, 2016, Maroc Telecom booked a
Receivables held by IAM relating to this agreement on
financial revenue of MAD 6 million.
December 31, 2016 amount to MAD 7.3 million.
›› Amounts received: No amount was received during 2016.
Shareholder loans: During 2016, an operation of capital
increase was achieved through a conversion of a current
accounts amounting to EUR 20.5 million (equivalent
to MAD 223.6 million). Maroc Telecom booked a total
amount of MAD 2.2 million as financial revenue.
As of December 31, 2016, the loan is now denominated
on behalf of Gabon Telecom.
›› Amounts received: No amount was received during 2016.

4 FINANCIAL REPORT
2.3. Technical services agreement with Etisalat ›› Products or services delivered or provided: Financing of
FRMA activities and payment of travel and representation
›› Parties concerned: expenses of the President of the FRMA. The amount
Etisalat is the major shareholder of IAM. booked in expenses by IAM on 2016 totalized MAD
Mr. Eissa Mohammad Al Suwaidi is Vice-President of IAM 4 million.
Supervisory Board. ›› Amounts paid: IAM paid MAD 4 million in 2016.
Mr. Mohammad Hadi Al Hussaini is member of IAM
2.5. Agreement with Sotelma
Supervisory Board.
Mr. Hatem Dowidar is member of IAM Supervisory ›› Parties concerned:
Board. Itissalat Al Maghrib is the major shareholder of Atlantique
Mr. Saleh Abdooli is member of IAM Supervisory Board. Telecom Gabon.
Mr. Serkan Okandan is member of IAM Supervisory Mr. Larbi Guedira is member of IAM Management Board.
Board. ›› Agreement form: Written agreement.
›› Agreement form: Written agreement. ›› Nature and purpose of the agreement: Services and
›› Nature and purpose of the agreement: Supply of technical technical assistance.
assistance. ›› Main terms: In 2009, Sotelma and IAM concluded an
›› Main terms: In May 2014, the Company concluded a agreement under which IAM provides technical assistance
service agreement with the Emirates Telecommunications and services. These services are carried out mostly by
Corporation (Etisalat), under which, Etisalat will provide, expatriate employees.
either directly or through its subsidiaries, technical support ›› Products or services delivered or provided: In 2016, IAM
work. These services are carried out mostly by expatriate provided Sotelma with technical assistance services.
employees.
On December 31, 2016, the amount booked in revenues by
›› Services provided: Itissalat Al Maghrib accounted within IAM amounts to MAD 16.4 million (excluding VAT).
its expenses MAD 10.5 million regarding this agreement.
The balance of the receivable held by IAM at December 31,
›› Amounts paid: During 2016, Itissalat Al Maghrib paid a 2016 on Sotelma totalized MAD 6.9 million.
total amount of MAD 9.7 million regarding this agreement.
›› Amounts received: IAM received MAD 11.8 million in
2016.
2.4. Fédération Royale Marocaine d’Athlétisme
“FRMA” 2.6. Agreement with Onatel
›› Parties concerned: Mr. Abdeslam Ahizoune, Chairman of ›› Parties concerned:

the IAM Management Board. IAM is the major shareholder of Onatel,
›› Agreement form: Written agreement. Mr. Brahim Boudaoud is member of IAM Management
›› Nature and purpose of the agreement: Sponsorship Board.
agreement. ›› Contract form: Written agreement.
›› Main terms: The sponsoring agreement between IAM and ›› Nature and purpose of the agreement: Supply of services
FRMA expired in July 2012. The Supervisory Board at its and technical assistance.
meeting of July 23, 2012 authorized the renewal of the
›› Main terms: In September 2007, Onatel and IAM concluded
agreement for the period from July 1, 2012, to June 30,
an agreement under which IAM provides technical
2014, in the amount of MAD 6 million per annum, in addition
assistance and services. These services are carried out
to the FRMA Chairman’s travel and representation expenses.
mostly by expatriate employees.
›› The Super visor y Board on July 18, 2014 authorized
the renewal of this agreement for the period from
S eptemb er 1, 2014 to S eptemb er 1, 2017 for an
amount of MAD 4 million, including support for the IAM
organization of the Mohammed VI Athletics Meeting plus
the assumption of costs relating to travel and missions of
the President of the FRMA.

FINANCIAL REPORT
›› Products or services delivered or provided: During fiscal ›› A m o u n t s r e c e i ve d : I A M r e c e i v e d a n a m o u n t o f

year 2016, IAM provided services to Onatel in the following EUR 2.4 million. Gabon Telecom has then, cleared effects
areas: of this agreement.
Strategy and development
2.8. Agreement with Mauritel
Organization
Networks ›› Parties concerned:
Marketing IAM is the major shareholder of Mauritel
Finance Mr. Hassan Rachad is member of IAM Management
Board.
Purchasing
›› Agreement form: Written agreement.
Human resources
›› Nature and purpose of the agreement: Services and
Information systems
technical assistance.
Regulatory matters
›› Main terms: In 2001, Mauritel and IAM concluded an
At December 31, 2016, revenues booked by IAM amount agreement under which IAM provides technical assistance
to MAD 10.3 million (excluding VAT). and equipments.
At December 31, 2016, the Onatel receivable on IAM’s ›› Products or services delivered or provided: IAM provides
books totalized MAD 1.6 million. Mauritel with telecommunication equipments and technical
›› Amounts received: IAM received MAD 10.3 million in assistance.
2016. Under this agreement, the amount of revenues invoiced
by IAM amounts to MAD 16.3 million (excl. tax) in 2016.
2.7. Agreement with Gabon Telecom
At December 31, 2016, the Mauritel receivable on IAM’s
›› Parties concerned: books stood at MAD 5.4 million.
Itissalat Al Maghrib (IAM) is the major shareholder of ›› Amounts received: IAM received MAD 13.6 million in
Gabon Telecom (GT). 2016.
Mr. Brahim Boudaoud is a member of the Management
2.9. Agreement with Casanet for current-account
Board of IAM.
advance/shareholder loan
›› Contract form: Written agreement.
›› Nature and purpose of the agreement: Supply of services
and technical assistance.
›› Parties concerned: IAM is the major shareholder of
Casanet. 4
›› Main terms: In September 2007, Gabon Telecom and ›› Agreement form: Written agreement.
Itissalat Al Maghrib concluded an agreement under which ›› Nature and purpose of the agreement: Advance by IAM to
IAM provides services and technical assistance. These Casanet on non-interest-bearing account.
services are carried out mostly by expatriate employees. ›› Main terms: At its meeting held on December 4, 2007,
›› Products or services delivered or provided: During the the Supervisory Board authorized IAM to underwrite all
year 2015, IAM provided services to Gabon Telecom in necessary capital expenditures through the provision of
the following areas: non-interest-bearing current-account advances for MAD
Strategy and development 6.1 million.
Organization In 2008, Itissalat Al Maghrib made a current-account
advance of MAD 2.3 million to Casanet.
Networks
In 2010, Itissalat Al Maghrib made a current-account
Marketing
advance of MAD 1.03 million to Casanet.
Finance
In 2012, Itissalat Al Maghrib made a current-account
Purchasing advance of MAD 2. 8 million to C as anet , bringing
Human resources the current-account balance to MAD 6.1 million at
Information systems December 31, 2012.
Regulatory matters At December 31, 2016, the current-account balance
totalized MAD 6.1 million.
A new Agreement has been concluded between IAM and
Gabon Telecom (cf. §1.1) covering technical assistance
services.

4 FINANCIAL REPORT
›› Products or services delivered or provided: Advance on Extension of the Marnis backup access test solution.
non-interest-bearing current account. Implementation of marketing campaign management
›› Amounts received or paid: None. solution.
Providing CPW routers, technical assistance and training.
2.10. Service agreement with Casanet
Providing and management of information service by
›› Parties concerned: IAM is the major shareholder of SMS for IAM clients.
Casanet. Acquisition of various types of equipment.
›› Agreement form: Written agreement. Transmission of SMS for IAM.
›› Nature and purpose of the agreement: Maintaining Providing of digital acquisition of the Marnis network.
services, web hosting, technical assistance, and equipment.
Acquisition of licenses for the content management
›› Main terms: Since 2003, Itissalat Al Maghrib has concluded solution for hosting offers.
several service agreements with its subsidiary Casanet.
Etc.
›› Products or services delivered or provided: The main
At December 31, 2016, the expense booked by IAM
services provided by Casanet to IAM are:
under these agreements amounts to MAD 57.8 million
Maintenance of IAM’s Menara Internet portal. (excluding taxes and including services not yet billed for
Installation of a solution for transport of IAM services to MAD 16 million and penalties for late payment for MAD
the Ethernet base access network. 566 thousand).
Remake of the IAM Intranet backbone network. Payables totalized MAD 63 million at December 31, 2016.
›› Amounts paid: IAM paid MAD 58 million in 2016.
Casablanca, February 24, 2017

Partner Partner

FINANCIAL REPORT
NOTES

4


5 RECENT DEVELOPMENTS
AND GROWTH OUTLOOK
5.1
5.2
RECENT DEVELOPMENTS
MARKET OUTLOOK
232
232
5.3 OBJECTIVES 233
REPORT OF THE STATUTORY AUDITORS ON PROFIT FORECASTS 234

5 RECENT DEVELOPMENTS AND GROWTH OUTLOOK
Recent developments
5.1 Recent developments

Ordinary Shareholders’ Meeting of April 25, 2017 4– allocation of fiscal year 2016 earnings – Dividend;
Itissalat Al-Maghrib, a Moroccan Corporation (société anonyme) 5– ratification of the appointment of Abderrahmane Semmar
with Management and Supervisory Boards and share capital to the Supervisory Board
of MAD 5,274,572,040, whose headquarters are in Rabat,
Avenue Annakhil, Hay Riad, and which is registered under 6– ratification of the appointment of Hatem Dowider to the
number 48 947 in the Rabat Companies Register, hereby Supervisory Board
invites shareholders to its headquarters on April 25, 2017
7– ratification of the appointment of Saleh Abdooli to the
at 3 p.m. for an Ordinary General Shareholders’ Meeting
Supervisory Board;
convened to deliberate on the following agenda:
8– appointment of a Statutory Auditor;
1– approval of the annual reports and summary statements
for the fiscal year ended December 31, 2016; 9– repeal of the current share buyback program and authority
to be granted to the Management Board to again trade in
2– approval of the consolidated financial statements for the
the Company’s shares and the establishment of a liquidity
fiscal year ended December 31, 2016;
contract on the Casablanca stock market;
3– approval of the related-party agreements covered in the
10– powers to complete formalities.
special report of the Statutory Auditors;
5.2 Market outlook

The comments relating to market outlook contain forward- ›› an industrial acceleration plan and investment in renewable
looking statements and information relating to Company energies;
expectations. Forward-looking statements involve risks and ›› the increasing presence of major national groups in Africa;
uncertainties inherent to forecasts and are based solely
›› a major long-term program to combat poverty and social
on assessments undertaken as of the date on which such
exclusion (National Initiative for Human Development, or
statements are made. Because of the significant number of
INDH, launched in 2005).
factors involved, including those listed in section 3.4, the
Company warns investors that actual results could differ These are all factors that herald more intensive usage of new
materially from expectations. information technologies. Access to internet services will
continued to be carried by the mobile networks, but also by
The telecommunications market in Morocco offers significant
fiber optic fixed-line infrastructures, the only technologies
potential for growth because of the following favorable
capable of absorbing the constantly growing volumes of data
economic and social factors, and the generalized use of
exchanged.
information and communication technologies.
The internet (fixed-line and mobile) customer base in Morocco
Morocco should benefit particularly from:
was up 18% year-on-year with an internet penetration rate of
›› forecast for growth in 2017: GDP is expected to grow 50%. The growth potential of this market still exists, supported
4.5% and the budget deficit reduced to 3% of GDP (source: by the penetration of the smartphones that are revolutionizing
Ministry of Finance); the International Monetary Fund usages.
estimates growth of about 3.1%;
Thanks to the accelerated deployment of its networks (3G et
›› a population that is growing at an annual rate of 1.25% 4G+ for mobile, ADSL and optical fiber for Fixed-line), Maroc
and which is increasingly urban: 60.3% of the population Telecom plans to take advantage of the popularity of the
lives in urban centers (source: latest census of the High internet and support the increase in usages that will continue
Commission for Planning, 2014); in the coming years.

RECENT DEVELOPMENTS AND GROWTH OUTLOOK
Objectives
Changes in internet usages will create significant pressures Following the integration of the new Moov subsidiaries, the
on current infrastructure capacities. As a result, these Group’s revenue from the International segment was close
new needs will require investments. Given the magnitude to 43% at end-2016. The plans for upgrades, support and
of the investments required, the trend toward new mobile massive investment will continue and reduce the operator’s
technologies must include monetization of data services, the exposure to its domestic market.
primary vector for maintaining positive growth in the sector.
In sub-Saharan Africa, where Maroc Telecom’s principal
The new regulatory framework established by the regulator subsidiaries operate, the telecommunications market offers
in 2016 ended the MINDLESS price cuts made by mobile very high growth potential because of:
operators and the destruction of value, which ultimately led to
the birth of a new market model centered on innovation-based ›› sustained, rapid growth estimated at 2.8% in 2017, against
competition, adapted offers and the quality of the networks 1.6% in 2016 (source: International Monetary Fund);
and services. ›› the sharp increase in public and private investment;
›› and a penetration rate projected to increase significantly
in the coming years.
5.3 Objectives
Section 5.3 contains information regarding The Group Company’s operations and its ability to achieve its targets (see
objectives for fiscal year 2017. The Company warns potential also section 5.2 “Market Outlook”). On the basis of recent
investors that these for ward-looking st atement s are business trends in Morocco and internationally, The Group
dependent on circumstances and events that are expected to outlook for 2017, on a like-for-like basis, is as follows:
occur in the future. These statements do not reflect historical
data and should not be interpreted as guarantees that the ›› unchanged revenues;
facts and data mentioned will occur or that the targets will be ›› unchanged EBITDA;
achieved. Because of their uncertain nature, these targets may ›› CAPEX of around 23% of revenue (excluding frequencies
not be achieved, and the assumptions on which they are based and licenses).
may be found to be erroneous. Investors are encouraged to
take into consideration the risks described in section 3.4.
The aforementioned risk factors could have an impact on the

5 REPORT OF THE STATUTORY AUDITORS ON PROFIT FORECASTS
Objectives
REPORT OF THE STATUTORY AUDITORS ON PROFIT FORECASTS
This is a free translation into English of our report signed and issued in French. This translation is provided solely for the
convenience of English speaking users.
This report should be read in conjunction with, and construed in accordance with, Moroccan law and professional standards
applicable in Morocco.
ITISSALAT AL-MAGHRIB (IAM) S.A

Avenue Annakhil, Hay Riad
Rabat, Maroc
To the Chairman of the Board of Directors,
In our capacity as Statutory Auditors and in accordance with We also gathered all the relevant information and explanations
European Regulation (EC) 809/2004, we have prepared that we deemed necessary to obtain reasonable assurance
this report on ITISSALAT AL-MAGHRIB (IAM) S.A and its that the profit forecast has been properly compiled on the
subsidiaries’s profit forecasts (MAROC TELECOM Group), basis stated.
which may be found in part 5, section 5.3, of this 2016
Registration Document. It should be noted that, given the uncer tain nature of
forecasts, the actual figures are likely to be significantly
These forecasts and underlying significant assumptions were different from those forecast and that we do not express a
made under the responsibility of the Management Board of conclusion on the achievability of these figures.
MAROC TELECOM GROUP, in accordance with the provisions
of European Regulation (EC) 809/2004 and the relevant ESMA We conclude that:
(CESR) recommendations on profit forecasts.
›› This profit forecast has been properly compiled on the basis
Our responsibility, in accordance with the terms of annex I, stated;
item 13.2, of European Regulation (EC) 809/2004, is to state ›› The accounting methods applied in the preparation of the
our conclusions on the appropriateness of the preparation of profit forecast are consistent with the accounting principles
such forecasts. adopted by MAROC TELECOM Group.
This repor t is issued for the sole purpose of filing the
We have performed our procedures which we considered
Registration Document with the AMF. As appropriate, this
necessary, in accordance with the professional Moroccan
report may be used for any public offering, in France or
standards, applicable to the review of the financial forecasts.
any other European Union country, for which a prospectus
Our work consisted in an assessment of the preparation
containing this registration document has been registered with
process for the profit forecast, as well as the procedures
the AMF. It may not be used in any other purpose.
implemented to ensure that the accounting methods applied
are consistent with those used for the preparation of the
historical financial information of MAROC TELECOM Group.
Casablanca, April 10, 2017
Partner Partner

REPORT OF THE STATUTORY AUDITORS ON PROFIT FORECASTS
NOTES

5


6 NOTES
CROSS-REFERENCE TABLE
FINANCIAL INFORMATION REPORTED IN 2016

238
241
STATUTORY AUDITORS’ FEES 241
ORDINARY SHAREHOLDERS’ MEETING OF APRIL 25, 2017 242
GLOSSARY245

6 NOTES
Cross-reference table
Page number
Headings of Annex 1 to European Regulation 809/2004 of the Registration Document
1. RESPONSIBLE PERSONS 14
2. STATUTORY AUDITORS 15
3. SELECTED FINANCIAL INFORMATION – KEY FIGURES 6-7/140-141
4. RISK FACTORS 130-136
5. INFORMATION ABOUT THE ISSUER
5.1. History and development of the Company 64
5.2. Investments 64
6. BUSINESS OVERVIEW
6.1. Main activities 76-110/111-129/146-147
6.2. Main markets 76-110/111-129
6.3. Material events that have affected information in 6.1. and 6.2. 159-168
6.4. Dependency on patents or licenses; industrial, commercial or financial agreements 73-74
and new manufacturing processes
6.5. Basis for statements made with regard to competitive position 76-77/86-87/111/
113/116/118/121/
123/124/126
7. ORGANIZATIONAL STRUCTURE
7.1. Description of the Group 64-65
7.2. Main subsidiaries 111-129
8. PROPERTY, PLANT AND EQUIPMENT
8.1. Existing or planned fixed assets 73-74
8.2. Environmental issues that may affect the utilization of property, plant and equipment 70-73
9. REVIEW OF FINANCIAL POSITION AND EARNINGS
9.1. Financial position 140-199
9.2. Operating income 140-141/143-152
10. CASH AND CAPITAL RESOURCES
10.1. Information on capital resources (short and long term) 180-181
10.2. Cash flows 180-181
10.3. Information on borrowing terms and financing structure 180-181
10.4. Information on restrictions on the use of capital resources NA
10.5. Information on the expected sources of funds required to fulfill commitments referred NA
to in 5.2.3 and 8.1
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 70-73
12. INFORMATION ON TRENDS 234
13. PROFIT FORECASTS AND ESTIMATES 235
14. BOARD OF DIRECTORS, MANAGEMENT BOARD, SUPERVISORY BOARD
AND SENIOR MANAGEMENT
14.1. Board of Directors, Management Board, Supervisory Board 42-44
14.2. Conflicts of interest with regard to the Board of Directors, Management Board 57-58
and Supervisory Board
15. COMPENSATION AND OTHER PAYMENT
15.1. Compensation and benefits in kind 57-58
15.2. Pension, retirement and other benefits 57-58

NOTES
Page number
Headings of Annex 1 to European Regulation 809/2004 of the Registration Document
16. OPERATION OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD
16.1. Date of expiration of current term
16.2. Service agreements among members of the Board of Directors, Management Board 42/46
and Supervisory Board
16.3. Audit Committee and other committees 54-58
16.4. Compliance disclosure with regard to corporate governance prevailing NA
in the country of origin
16.5. Report of the Chairman of the Supervisory Board on internal controls NA
16.6. Report of the Statutory Auditors on the Chairman’s report NA
17. EMPLOYEES
17.1 Human resources and employee performance indicators 67-69
17.2. Management shareholdings and stock options NA
17.3. Employee profit-sharing agreements and shareholdings 35
18. MAJOR SHAREHOLDERS
18.1. Breakdown of share capital and voting rights 33
18.2. Categories of voting rights NA
18.3. Control of the issuer 29
18.4. Arrangements known to the issuer that may entail a change of control at a later date 35-36
19. RELATED-PARTY TRANSACTIONS 57-58
20. FINANCIAL INFORMATION ON THE ISSUER’S ASSETS,
FINANCIAL POSITION AND EARNINGS
20.1. Past financial information 147-149
20.2. Pro-forma financial information 147-149
20.3. Financial statements 202-206
20.4. Audit of financial information 154/201/223/236
20.5. Date of latest financial information 243
20.6. Interim and other financial information NA
20.7. Dividend policy 37
20.8. Legal and arbitration proceedings 129
20.9. Material change in financial or trading position 234
21. ADDITIONAL INFORMATION
21.1. Share capital 30-32
21.2. Deed of incorporation and articles of association 18-29
22. KEY AGREEMENTS NA
23. INFORMATION FROM THIRD PARTIES, STATEMENTS FROM EXPERTS AND NA
EXPRESSIONS OF INTEREST
24. DOCUMENTS AVAILABLE TO THE GENERAL PUBLIC 15
25. INFORMATION ON SHAREHOLDINGS 111-129

6 NOTES
Registration Document ›› the consolidated financial statements for the fiscal year ended
December 31, 2009, the relevant Statutory Auditors’ report
NA: not applicable and the Group financial report presented on pages 179, 180
and 142 of Registration Document No. D.10-0321 filed with
In compliance with Article 28 of European Commission regulation
the AMF on April 26, 2010;
(EC) 809/2004 of April, 29, 2004, the following information is
incorporated by reference in this Registration Document: ›› the consolidated financial statements for the fiscal year ended
December 31, 2008, the relevant Statutory Auditors’ report
›› the consolidated financial statements for the fiscal year ended and the Group financial report presented on pages 185, 186
December 31, 2015, and the relevant Statutory Auditors’ and 146 of Registration Document No. D.09-0289 filed with
report and the Group financial report presented on pages 172 the AMF on April 24, 2009;
and 178 of the Registration Document No. D.16-0336 filed ›› the consolidated financial statements for the fiscal year ended
with the AMF on April 14, 2016; December 31, 2007, the relevant Statutory Auditors’ report
December 31, 2014, and the relevant Statutory Auditors’ and 146 of Registration Document No. D.08-0323 filed with
report and the Group financial report presented on pages 172 the AMF on April 28, 2008;
December 31, 2013, and the relevant Statutory Auditors’ and 106 of Registration Document No. R 07-0058 filed with
report and the Group financial report presented on pages 154 the AMF on May 9, 2007;
December 31, 2012, the relevant Statutory Auditors’ report and 98 of Registration Document No. R 06-031 filed with the
and the Group financial report presented on pages 158 and AMF on April 11, 2006;
159 of Registration Document No. D.13-0386 filed with the ›› the consolidated financial statements for the fiscal year ended
AMF on April 18, 2013; December 31, 2004, the relevant Statutory Auditors’ report
›› the consolidated financial statements for the fiscal year ended And the Group financial report presented on pages 157, 131
December 31, 2011, the relevant Statutory Auditors’ report and 100 of Registration Document No. R 05-038 filed with the
and the Group financial report presented on pages 197, 198 AMF on April 08, 2005;
and 179 of Registration Document No. D.12-0385 filed with ›› the consolidated financial statements for the fiscal year ended
the AMF on April 23, 2012; December 31, 2003, the relevant Statutory Auditors’ report
December 31, 2010, the relevant Statutory Auditors’ report and 208 of Registration Document No. I 04-198 filed with the
And the Group financial report presented on pages 206, 207 AMF on November 08, 2004;
and 172 of Registration Document No. D.11-0284 filed with The chapters of Registration Document No. R 05-038 and of
the AMF on April 12, 2011; Prospectus No. I 04-198 that are not referred to above are
either irrelevant to the investor or addressed elsewhere in this
Registration Document.

NOTES
Financial information reported in 2016
Financial information reported in 2016

The following table lists financial information published or made public by Maroc Telecom over the past twelve months
(from March 22, 2015 to March 21, 2016), pursuant to Article L. 451-1-1 of the Monetary and Financial Code, and Article 221‑1‑1
of the AMF General Regulations:
Date Document
April 14, 2016 Press release, publication of 2015 Registration Document
April 25, 2016 Press release, Q1 2016 results
July 5, 2016 Semi-annual report; liquidity contract (Paris); share-price-stabilization contract (Casablanca)
July 25, 2016 Press release, results for first six months of 2016
October 25, 2016 Press release, results for first nine months of 2016
January 4, 2017 Semi-annual report; liquidity contract (Paris); share-price-stabilization contract (Casablanca)
February 27, 2017 Press release, annual results for 2016
All press releases may be viewed or downloaded at:
›› the AMF website: www.amf.fr;

›› the Maroc Telecom website under “Regulatory Information”: www.Maroc Telecom.ma/Information-reglementee.aspx.
Statutory Auditors’ fees

FY 2016
In accordance with the provisions of Article 221.1.2 of the AMF General Regulations, the table below shows the amount of the
fees paid by the Maroc Telecom Group to each of its Statutory Auditors for fiscal year 2016:
Maroc Telecom Group

Abdelaziz
(in MAD excl. tax) Deloitte Audit Almechatt Other 2016 Total
Statutory Auditors’ fees 16,553,125 3,762,823 2,350,687 22,666,635
Other audit engagements 1,112,088 0 47,970 1,160,058
TOTAL 17,665,213 3,762,823 2,398,657 23,826,693
All press releases may be viewed or downloaded at:
›› the AMF website: www.amf.fr;

›› the Maroc Telecom website under “Regulatory Information”: www.Maroc Telecom.ma/Information-reglementee.aspx.

6 NOTES
Ordinary Shareholders’ Meeting of April 25, 2017

First Resolution Fourth Resolution
Approval of the reports and summary annual financial Allocation of 2016 earnings – dividend
statements for the fiscal year ended December 31, 2016
Having satisfied the quorum and majority requirements
Having satisfied the quorum and majority requirements per t aining to O rdinar y Shareholder s’ Me et ing s , t he
per t aining to O rdinar y Shareholder s’ Me et ing s , t he Shareholders’ Meeting hereby resolves to allocate as follows
Shareholders’ Meeting, after hearing: the earnings for the fiscal year ended December 31, 2016,
which amount to MAD 6,191,285 thousand, namely:
›› the management report of the Management Board and the
observations of the Supervisory Board on said report; and Distributable earnings MAD 6,191,285 thousand
›› the general report of the Statutory Auditors on the financial Optional reserve* MAD 600,239 thousand
statements for the fiscal year ended December 31, 2016; Total amount of dividend* MAD 5,591,046 thousand
›› hereby approves the summary financial statements for * This amount is adjusted to reflect the number of treasury shares held on the
said fiscal year and the operations accounted for therein dividend payment date.
or summarized in said reports.
The Shareholders’ Meeting therefore resolves to set the
Consequently, the Shareholders’ Meeting resolves to give dividend at MAD 6.36 for each share of those comprising the
final discharge to the members of the Super visory and share capital and held on the record date. The dividend will be
Management Boards for the performance of their duties in paid out on or after June 2, 2017.
fiscal year 2016.
Ordinary dividends were paid in the past three fiscal years as
follows:
Second Resolution
Approval of the consolidated financial statements Fiscal years 2015 2014 2013
for the fiscal year ended December 31, 2016 Dividend/share (in MAD) 6.36 6.90 6.90
Total distribution (in MAD) 5,589 6,065 5,274
Having satisfied the quorum and majority requirements
per t aining to O rdinar y Shareholder s’ Me et ing s , t he
Shareholders’ Meeting hereby approves as necessary the Fifth Resolution
consolidated financial statements, as presented, for the
Ratification of the cooperation
fiscal year ended December 31, 2016.
of Mr. Abderhammane Semmar
Third Resolution The General Meeting, ruling under the conditions of quorum
and majority required for Ordinary General Meetings, takes
Approval of the related-party agreements reviewed
note of the resignation of Mr. Samir Mohammed Tazi and
in the Statutory Auditors’ special report decides to ratify the co-opting of Mr. Abderrahmane Semmar
Having satisfied the quorum and majority requirements as a member of the Supervisory Board. For the remaining
pertaining to Ordinary Shareholders’ Meetings and having term of office of the outgoing member, ie until the end of the
heard the special repor t of the Statutor y Auditors on General Meeting called to approve the financial statements
the related-party agreements covered by Article 95 of for the year ended December 31, 2018.
Law 17-95 relating to corporations, which was amended
and supplemented by Law 20 - 05 and Law 78-12, the
Shareholders’ Meeting hereby approves all operations and
agreements reviewed in said report.

NOTES
Sixth Resolution The Ordinary Shareholders’ Meeting, abiding by the terms

and conditions of:
Ratification of the cooperation of Mr. Hatem Dowidar
›› articles 279 and 281 of Law 17-95 of August 30, 1996,
The Shareholders’ Meeting, deliberating in accordance with pertaining to Moroccan corporations (sociétés anonymes),
the quorum and majority requirements for Ordinary General as amended and supplemented by Laws 20-05 and 78-12;
Meetings, takes note of the resignation of Mr. Ahmad ›› decree No. 2-10-44 of 17 Rajab 1431 (June 30, 2010),
Abdulkarim Julfar and decides to ratify the appointment of amending and supplementing Decree No. 2-02-556 of 22
Mr. Hatem Dowidar as a member of the Supervisory Board. Dou-al Hijja 1423 (February 24, 2003) determining the
For the remaining term of the outgoing member, ie until the forms and conditions under which corporations can buy
end of the General Meeting called to approve the financial back their own shares on the stock exchange in view of
statements for the year ended December 31, 2018. regulating the share price;
›› and, of the AMMC (Moroccan securities authority) circular;
Seventh Resolution
›› and having heard the report of the Management Board
Ratification of the cooperation of Mr. Saleh Abdooli on the share buyback program undertaken by Itissalat Al-
Maghrib with a view towards regulating share price, has
The General Meeting, deliberating under the conditions of reviewed all items in the notice approved by the AMMC.
quorum and majority required for Ordinary General Meetings,
takes note of the resignation of Mr. Daniel Ritz and decides The Ordinary Shareholders’ Meeting expressly authorizes the
to ratify the appointment of Mr. Saleh Abdooli as a member establishment of a new program by Itissalat Al-Maghrib to
of the Supervisory Board, The remaining term of office of the buy back its own shares on the stock exchange, in Morocco
outgoing member, ie until the end of the General Meeting or abroad, as proposed by the Management Board.
called to approve the financial statements for the year ended
December 31, 2021. Incidentally, and subject to compliance with the current legal
and regulatory provisions, the Shareholders’ Meeting expressly
Eighth Resolution authorizes establishing a liquidity contract on the Casablanca
stock exchange, backing this buyback program.
Appointment of a Statutory Auditor
The number of shares specified by this liquidity contract can under
The Shareholders’ Meeting, ruling under the quorum and majority no circumstance exceed the lower of the following two limits:
conditions required for Ordinary Shareholders’ Meetings,
decided to appoint Mr. Abdelaziz Almechat as Statutory Auditor, ›› 300,000 shares, or 20% of the total number of shares
for the legal 3-year term, i.e., until the close of the Ordinary indicated in the buyback program;
Shareholders’ Meeting called to approve the financial statements ›› the maximum limit allowed by the laws cited above.
for the fiscal year ending December 31, 2019.
Ninth Resolution
Revocation of the current stock buyback program
and authority to be given to the Management Board
to trade in the Company’s shares and establish a liquidity
contract on the Casablanca Stock Exchange
The Shareholders’ Meeting, ruling under the quorum and majority

conditions required for Ordinary Shareholders’ Meetings,
upon reading the Management Board’s report, revoked the
stock buyback program in view of regulating the share price as
authorized by the Ordinary Shareholders’ Meeting of April 26,
2016, and due to expire on November 9, 2017.
6

6 NOTES
The characteristics of the new buyback program are as follows:
›› Stock concerned Shares of Itissalat Al-Maghrib
›› Maximum number of shares to be held within the scope of the share buyback 0.17% of the capital
program, including shares covered by the liquidity agreement i.e., 1,500,000 shares
›› Maximum expenditure allowable for implementation of buyback program MAD 286,500,000
›› Authorized period 18 months
›› Program calendar From May 9, 2017 to November 8, 2018
›› Share price (excluding commissions):
Minimum sale price MAD 92 per share
(or equivalent in euros)
Maximum sale price MAD 191 per share
(or equivalent in euros)
›› Financing method With free cash flow
Treasury shares are not entitled to vote or dividend. Tenth Resolution

The Shareholders’ Meeting hereby grant s all powers Powers to perform formalities
unreservedly to the Chairman of the Management Board, or
to any other member of the Management Board, to proceed Having satisfied the quorum and majority requirements
with the revocation of the share buyback program authorized per t aining to O rdinar y Shareholder s’ Me et ing s , t he
at the Ordinary Shareholders’ Meeting of April 25, 2017, and Shareholders’ Meeting hereby gives the bearer an original,
to implement, within the limits set out above, in Morocco and copy or extract of the minutes of this meeting, in order to
abroad, the new share buyback program and the liquidity perform all formalities required by law.
contract related thereto, at the dates and under the terms
and conditions that said Board deems fit.

NOTES
Glossary
Glossary
3RP (Shared Radio Network). A radio network in which the BTS (Base Transceiver Station). Element of the mobile
transmission methods are shared between the users of several radio network, consisting of an antenna system and radio
companies or bodies for internal communications. This sharing transmitters/receivers (TR X). It provides GSM network
is marked by the fact that these methods are allocated to users coverage in a specific geographical segment.
solely for the duration of each communication.
Call completion rate. Quality indicator measuring, at peak time
4G: 4G is the fourth generation of standards for mobile on the network, the number of calls successfully completed by
telephony. Succeeding the 2G and 3G, it allows for “very-high- the existing mobile customer base (for the BSS radio portion),
speed mobile broadband,” in other words data transmissions compared to all calls transmitted over the network.
with theoretical speeds of more than 100 broadband Mbps,
i.e., higher than 1 GBps. CAMEL (Customised Applications for Mobile Networks
Enhanced Logic). A technology that enables users to call their
ADSL (Asymmetrical Data Subscriber Line). Technology home country without needing an area code. The technology
enabling users to receive high-bandwidth services and make works for voice calls as well as short messages (SMS).
phone calls simultaneously through their existing phone
lines. The transmission capacity going from the network to CGSUT (Comité de Gestion du Ser vice Universel des
the consumer is greater than that from the consumer to the Télécommunications). Telecommunications Universal Service
network, and therefore asymmetric. Management Board
A M R T P. T h e M a l i a n r e g u l a t o r y a u t h o r i t y f o r Churn rate. Indicator calculated by dividing the number of

telecommunications and postal services. contracts terminated over a given period by the average
customer base over the same period, expressed yearly.
ANRT. The Moroccan national telecommunications regulatory The monthly average customer base corresponds to a
agency. given month’s mean number of customers taken at the
beginning and at the end of that month.
ARCEP. Regulatory authority for electronic communications
and postal services. CTI (Centre de Transit International). International Transit
Center: a switch that carries international calls to foreign
ARE. The Mauritanian telecommunications regulator. operators’ networks.
ARPU. Revenues generated (prepaid and postpaid) for a given Divisions. Indicates Maroc Telecom’s Mobile or Fixed-Line and
period, excluding roaming-in revenues (incoming and outgoing Internet Divisions.
calls, revenues from value-added services), divided by the
average number of customers (prepaid and postpaid) over Dropped-call rate. Quality indicator measuring, for the
the same period, on a monthly basis. The average customer existing mobile customer base, the number of dropped
base is the average of all average monthly customer bases communications in comparison to the set of communications
(prepaid and postpaid) for the period. The monthly average established on the network.
customer base corresponds to a given month’s mean number
of customers (prepaid and postpaid) taken at the beginning DSLAM (Digital Subscriber Line Access). ADSL equipment
and at the end of that month. located at a telephone exchange. It is an electronic assembly
holding several cards that are equivalent to the client filter and
ATM (Asynchronous Transfer Mode). Network technology modem. The filter separates incoming phone and data signals,
that accommodates the simultaneous transmission of data, and the modem translates back the ATM cells (small packets
voice and video. It is based on asynchronous transmission of transported over ATM connections).
short packets of fixed length.
EDGE (Enhanced Data Rates for GSM Evolution). A mobile
Average churn rate. Indicator calculated by dividing the
number of contracts terminated (customers with prepaid
phone standard that is a backward-compatible extension of
GSM and an advancement on GPRS. 6
and postpaid plans) over a given period by the total average
customer base (prepaid and postpaid) for the same period, Fidelio. Fidelio was the first points-based loyalty program
expressed yearly. The average customer base is the average of introduced in Morocco. It is reserved to postpaid customers
all average monthly customer bases (prepaid and postpaid) for and was launched as from June 1, 20 02. This program
the period. The monthly average customer base corresponds allows points to be collected on the basis of expenditure
to a given month’s mean number of customers (prepaid and and provides advantages in the form of free or discounted
postpaid) taken at the beginning and at the end of that month. handsets and free calls and SMS messages.

6 NOTES
Glossary
Frame Relay. Technology used to send high-bandwidth LO BOX (GSM gateway): Equipment, compatible with
data over long distances, enabling the transmission of large the GSM standard, that has been designed to act as an
amounts of data, the handling of fluctuations in data flows, interface between the GSM network and equipment that
and voice transmission. is normally meant to be connected to the fixed-line public
telecommunications network, e.g., private switching systems
GMPCS (Global Mobile Personal Communications by (PABX) or ordinary telephones.
Satellite). Personal communications system providing cross-
border, regional or worldwide coverage via a network of Maroc Telecom Group. The Maroc Telecom entity comprising
satellites accessible by small, easily transportable handsets. all fully consolidated companies.
GPRS (General Packet Radio Service). Packet switching MENA (The Middle East and North Africa): Region comprising
system that increases data rates over GSM networks. the following countries: Algeria, Bahrain, Egypt, Gaza and the
West Bank, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Libya,
GSM (Global Systems for Mobile Ccommunications). Morocco, Oman, Qatar, Saudi Arabia, Syria, Tunisia, Turkey,
European digital radio transmission standard for mobile UAE and Yemen.
telephony, known as 2G (second generation), devised by
ETSI (European Telecommunications Standards Institute) and MMS (Multimedia Messaging Service). Multimedia version
adopted in 1987. It is the most widely used standard in the of SMS enabling real multimedia files (video, audio, high-
world. Used since 1992, this technology uses two frequency resolution images) to be attached to text messages.
bands, 900 and 1,800 MHz, and can transmit voice just as
well as data. MSAN (Multi-Service Access Node). New telecommunications
technology that shortens last miles, thereby increasing speeds,
IN platforms (Intelligent Network). Platform allowing value- integrating ADSL and voice and allowing for services such as
added services to be made available (prepaid card, prepaid line, videotelephony and three-way calling.
kiosk, capped rate plan, etc.).
MSC (Mobile Switching Center). A central switching point for
Interconnection. Reciprocal service offered by the operators Mobile service that controls the routing of calls.
of two different telecommunications networks, enabling all
subscribers within the two groups to communicate freely with Multiplexer. Telecom network equipment that enables the
one another. insertion or extraction of data packages.
Inter-segment revenues. Inter-segment revenues are Network Intelligent Call Center (Centre d’Appels Intelligent
mainly generated from interconnection services relating to Réseau – CAIR). Call Center Offer launched by Maroc
traffic between the fixed-line and mobile networks and the Telecom, intended for companies whose customer relations
provision to the Mobile segment of leased lines by the Fixed- management constitutes a true strategic variable. CAIR’s
line segment. Since July 1, 2004, inter-segment revenues objective is to enable effective management of the customer
also include revenues from the provision of interconnection relationship without significant investment from the customer.
services with Mauritel. This is because the technical functionalities of the call center
are managed within the Maroc Telecom network.
IP (Internet Protocol). Telecommunications protocol used
on networks to carry internet traffic and based on the NMT (Nordic Mobile Telephone) standard. Mobile network
transmission of data packets. launched by Maroc Telecom and based on analog technology
operating in the 450 MHz frequency band.
ISDN (Integrated Services Digital Network). Entirely digital
telecom network enabling the simultaneous transmission of NSS System (Network Sub-System). All elements/equipment,
voice and data (fax, internet, etc.). in particular switchgear, required to make up a GSM network.
ISP (Internet Service Provider). A company or an organization Optical local loop. Fiber optic-cable-based access network
offering internet access to retail, business or corporate users. used to connect broadband customers.
Kbits/s (Kilobits per second). Unit of measurement for the PABX (Private Automatic Branch eXchange). Equipment able
speed at which data can be transmitted along a line. to establish temporary connections between inbound and
outbound lines in order to route communications.
Leased line. Any part of a network (or an access line to that
network) that is supplied as a dedicated channel with all of its PCM (Pulse Code Modulation). Transmission of the spoken
capacity available exclusively to the user and on which there word through the sampling and digital coding of the signal. The
are no controls or signaling. PCM circuit is the heart of the 2 Mbps telephone network.

NOTES
Glossary
Postpaid (services). Formula whereby services are paid for SMS (Short Message Service). Written message, limited to 160
after being used (free services may also be included in this characters, exchanged between mobile telephones.
formula).
SMSC (Short Message Service Center) Servers. Service
Power CP. New, more powerful processor, based on Siemens allowing the sending and receiving of written messages
technology, for MSC mobile switches. containing a maximum of 160 characters. Messages can be
sent via an operator, via the internet or directly using the
PPT. Intelligent Network service allowing the marketing of keyboard on a mobile phone. If the recipient’s phone is turned
capped- rate plans, not with a line number (CLI) but with any off, the messages are still saved at the operator’s message
virtual phone number. center. The length of time these messages are stored for
varies depending on the operator. Nonetheless, in order for
Prepaid (services). Formula whereby services are paid for
messages to be received, the maximum storage capacity of the
before being used (free services may also be included in this
handset must not have been reached.
formula).
SMW3 (SEA-ME-WE3/Southeast Asia – Middle East –
PSTN (Public Switched Telephone Network). This is the classic
Western Europe). Fiber optic submarine cable linking four
2-line network. This system is switched in the sense that the
continents.
connection is temporarily established with the person called,
as opposed to cable, where the connection is permanent. SRS (Self-Routing Switch). A switch is a set of controls that
allow a temporary link or connect to be established between
Radio paging. Transmission of numeric or alphanumeric
an incoming path and an outgoing path corresponding to
messages to a mobile handset or group of mobile handsets.
subscriber lines or circuits.
Radio-relay system. Technique used to transmit a signal (voice,
SS7 Network (Signaling System 7). American name for the
data or video) by radio wave. These links consist of relays
CCITT 7 network signaling protocol.
that are installed on pylons or at high points which are used
to ensure that the signal is routed from the source to the SSNC (Signaling System Network Control). A new component
destination. developed by Siemens that controls signaling traffic for
MSCs (mobile switching centers) in such a way as to increase
Roaming. Function enabling customers abroad to make and
handling capacity.
receive calls via an operator other than the one to which they
subscribe. Success rate. Quality indicator measuring the number of SMS
successfully sent by the existing mobile customer base, as
SDH (Synchronous Digital Hierarchy). Digital method of
compared to all SMS transmitted on the network.
optimizing transmissions over fiber optic and radio systems.
Unbundling. An incumbent operator, owner of the local loop,
Signal failure rate. General term, applicable to various
has an obligation to provide pairs of copper wires to third-
services, expressing the number of lines or services declared
party operators, in exchange for compensation. Such third-
to have failed during the period, compared to the set of lines
party operators install their own transmission equipment in
or services for the same period.
order to connect their networks to their customers’ premises.
Signaling Transfer Point (STP) system. Signaling transfer point Partial unbundling allows a third-party operator to take over
for S7 signaling systems. The STP allows signaling messages the internet connection while the incumbent operator still
to be routed and transferred by means of the SS7 protocol. provides telephony subscription and services. Full unbundling
allows a third-party operator to connect the entire customer
SIM (Subscriber Identity Module) card. Without a SIM card, line to its own network, and thus to offer both telephony and
calls cannot be made from a mobile phone. In particular, the broadband services.
SIM card stores the user’s personal profile and a PIN code
protecting access to the card. USF. Universal Service Fund.
Single RAN. Solution for network operators that lowers

energy consumption, transmission costs, maintenance, and 6
the amount of ground infrastructure needed with respect to
traditional BTS solutions.

NOTES


Design and production © Photo credit: Maroc Telecom
MAROC TELECOM
Itissalat Al Maghrib
Moroccan corporation (Société anonyme)
with a share capital of MAD 5,274,572,040
RC 48 947
Headquarters
Avenue Annakhil, Hay Riad Rabat, Morocco

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2016 REGISTRATION

CHAIRMAN OF THE MANAGEMENT

DESCRIPTION OF THE GROUP, BUSINESS

The Registration Document may be viewed and downloaded at www.iam.ma

This Registration Document was filed with the French

 MAROC TELECOM 2016 Registration Document 1

The Group’s good results for 2016 - with an increase in

2 MAROC TELECOM 2016 Registration Document

 MAROC TELECOM 2016 Registration Document 3

9 Central African Republic/AT CENTRE AFRIQUE

1984 2004 2007 2015

1998 2001 2006 2014 2016

Acquisition Etisalat acquires Merger

* 51.5 controlled via CMC, a Mauritian company.

4 MAROC TELECOM 2016 Registration Document

CAPITAL MAD 3.9 billion MAD 4.1 billion

MOROCCO MAD 11.0 billion MAD 21.2 billion

9.1 million 18.4 million 1.6 million

53.3% 44.2% 92.1% *

* Data excluding restricted mobility, adjusted by Maroc Telecom.

 MAROC TELECOM 2016 Registration Document 5

70% 30% 59% 41% 57% 43%

2014 2015 2016

EBITDA by geographical area (in MAD million)

74% 26% 67% 33% 65% 35%

2014 2015 2016

EBITA (before restructuring) by geographical area (in MAD million)

2014 2015 2016

6 MAROC TELECOM 2016 Registration Document

5,850 5,595 5,598 54,015

20,697 21,017 21,255

2014 2015 2016 2014 2015 2016

CFFO by geographical area (in MAD million) Capital expenditure (in MAD million)

2014 2015 2016 2014 2015 2016

 MAROC TELECOM 2016 Registration Document 7

›› Maroc Telecom added more data to its MAD 5 and

›› In Ivory Coast, a decree was issued confirming the new

8 MAROC TELECOM 2016 Registration Document

 MAROC TELECOM 2016 Registration Document 9

10 MAROC TELECOM 2016 Registration Document

› A voluntary severance program was launched in Morocco.

 MAROC TELECOM 2016 Registration Document 11

CERTIFICATION OF THE REGISTRATION DOCUMENT

1.3 PERSON RESPONSIBLE FOR THE AUDIT

1.4 INFORMATION POLICY 15

MAROC TELECOM 2016 Registration Document 13

1.1 Person responsible for the Registration Document

Chairman of the Management Board

1.2 Certification of the Registration Document

14 MAROC TELECOM 2016 Registration Document

1.3 Person responsible for the audit

1.3.1 STATUTORY AUDITORS

1.4 Information policy

1.4.1 PERSON RESPONSIBLE FOR INFORMATION

1.4.2 SCHEDULE OF FINANCIAL REPORTING

Maroc Telecom’s 2017 financial reporting schedule (subject to change) is as follows:

* Before stock market opening.

1.4.3 SHAREHOLDER INFORMATION

 MAROC TELECOM 2016 Registration Document 15

2.2 ADDITIONAL INFORMATION ABOUT THE COMPANY 30

2.3 CORPORATE GOVERNANCE 42

MAROC TELECOM 2016 Registration Document 17

2.1 General information about the Company

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CERTIFICATION OF THE REGISTRATION DOCUMENT

1.4 INFORMATION POLICY 15

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2.2 ADDITIONAL INFORMATION ABOUT THE COMPANY 30

2.3 CORPORATE GOVERNANCE 42

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