2009 Registration Document This Registration Document was filed on April 26, 2010, pursuant to Article 212-13, of the Financial Market Authority’s Regulation. It may not be used in support of a financial transaction unless it is accompanied by a transaction note endorsed by the Financial Market Authority. SUMMARY HIGHLIGHTS & KEY FIGURES 4 4.10 REAL PROPERTY 128 4.11 INTELLECTUAL PROPERTY 129 1 PERSONS RESPONSIBLE FOR THE REGISTRATION 4.12 INSURANCE 130 DOCUMENT AND FOR THE AUDIT OF THE 4.13 LEGAL AND ARBITRATION PROCEEDINGS 131 FINANCIAL STATEMENTS 8 4.14 RISK FACTORS 133 1.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 10 1.2 CERTIFICATION OF THE REGISTRATION DOCUMENT 10 1.3 PERSONS RESPONSIBLE FOR THE AUDIT OF THE 5 FINANCIAL REPORT 140 FINANCIAL STATEMENTS 11 5.1 CONSOLIDATED FINANCIAL DATA FOR THE LAST 1.4 INFORMATION POLICY 11 THREE YEARS 142 5.2 OVERVIEW 144 5.3 CONSOLIDATED INCOME STATEMENT 154 2 CORPORATE GOVERNANCE 12 5.4 CONSOLIDATED FINANCIAL STATEMENTS 178 5.5 INDIVIDUAL FINANCIAL STATEMENTS 222 2.1 COMPOSITION AND FUNCTIONS OF THE MANAGEMENT AND SUPERVISORY BOARDS 14 2.2 CORPORATE GOVERNANCE 22 6 RECENT DEVELOPMENT AND OUTLOOK 246 2.3 INTERESTS OF THE SENIOR EXECUTIVES 26 6.1 RECENT DEVELOPMENT 248 2.4 RELATED PARTY TRANSACTIONS 28 6.2 MARKET OUTLOOK 249 6.3 OBJECTIVES 250 3 GENERAL INFORMATION REGARDING THE 7 INFORMATION RELATING TO THE COMPANY AND ITS SHARE CAPITAL 30 3.1 GENERAL INFORMATION 32 TRANSACTIONS 252 3.2 GENERAL INFORMATION RELATING TO THE COMPANY’S SHARE CAPITAL 50 TABLE OF CONCORDANCE 254 3.3 TRADING OF THE COMPANY’S SHARES 54 3.4 DIVIDENDS AND DIVIDEND POLICY 56 2009 ANNUAL INFORMATION DOCUMENT 256 3.5 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS 59 STATUTORY AUDITORS FEES 257 3.6 ASSET PLEDGES 63 GENERAL SHAREHOLDERS’ MEETING OF APRIL 22, 2010 258 4 INFORMATION CONCERNING COMPANY GLOSSARY 260 BUSINESS ACTIVITIES 64 4.1 HISTORY 66 4.2 OVERVIEW OF THE GROUP’S OPERATIONS 67 4.3 MAROC TELECOM’S BUSINESS STRATEGY 70 4.4 BUSINESS ACTIVITIES IN MOROCCO 72 4.5 DESCRIPTION OF SUBSIDIARIES’ OPERATIONS 106 4.6 RESEARCH AND DEVELOPMENT 112 4.7 SEASONALITY 113 4.8 REGULATORY ENVIRONMENT AND POSSIBLE DEPENDENCIES 114 4.9 HUMAN RESOURCES 125 HIGHLIGHTS January 2009 • Maroc Telecom again reviews its pricing terms, raising its monthly fixed-line subscription for capped rate plan customers while lowering prices on fixed-line international calls and bundles. • Maroc Telecom launches a new rate plan for international calls over VPN and a “2009 Champions League” con- tent offering allowing subscribers to view sports events in real time February 2009 • Success of Maroc Telecom’s bid to acquire a 51% stake in the Malian incumbent operator, Sotelma. • Maroc Telecom further develops its innovative offerings with the ”Pack Pro” call plan combining fixed-line, mobile and Internet (ADSL or 3G) services, along with a PC at a subsidized rate, and an exclusive TV service for mobile subscribers, with an unlimited access to a bouquet of 18 channels for 40 different 3G compatible handsets. • Maroc Telecom launches a GPS service for top-of-the-range mobile handsets. • Bintel awarded a fourth Mobile license in Gabon. March 2009 • Maroc Telecom provides extensive support for customers during the switchover of the telephone numbering sys- tem in Morocco, with a major communications campaign and the provision of a free service for updating call-lists. A number of different promotional campaigns were also launched (TV ADSL, 3G Internet modem starter kits, Infinifix, etc.). • Results of the bid for a 20% stake in Onatel were announced: 1.4 times oversubscribed. • Launch of a “MMS Info” service allowing customers to receive news content according to their preferences April 2009 • Maroc Telecom launches an online bill payment service for customers in Morocco. It gives an additional 30 per- manent minutes for customers under individual rate plans and 1 to 6 hour controlled rate plans. • Maroc Telecom cuts rates for calls made by postpaid mobile customers to international fixed-lines (zone 1). These calls are henceforth included in capped rate plans and charged at the same rate as national calls. • Maroc Telecom launches a new unlimited SMS-MMS plan, which enables prepaid customers to send unlimited SMS and MMS. • Maroc Telecom enhances its Maroc Telecom TV bouquet by adding three new channels: Ciné Cinéma Star, Ciné Cinema Frisson and Infosport. • The ANRT approves Maroc Telecom’s technical and pricing terms for interconnection to its fixed-line and mobile networks in 2009, together with the terms of Maroc Telecom’s unbundling for 2009 May 2009 • Maroc Telecom launches a triple play offering, “MT Box”. This value-for-money offering enables customers to benefit from unlimited fixed-line IP telephony, broadband Internet and IPTV, for a basic subscription of MAD229 (including tax) per month. • Maroc Telecom proposes promotional offers for El Manzil packages from MAD0 and offers customers signing up to the Phony package a 50% discount on their first three bills. • Maroc Telecom concludes with the ANRT a MAD334.6 million agreement governing the extension of universal service to 2,530 rural areas in 2009. The cost of the extensions will be offset against Maroc Telecom’s universal service contribution in respect of 2009. • Maroc Telecom concludes an investment agreement with the government of the Kingdom of Morocco. under the terms of which Maroc Telecom is required to carry out a capital expenditure program from 2009 to 2011 for MAD10.5 million, against an exemption from customs duties on imported capital goods. • Maroc Telecom was awarded a SICCAM 2009 trophy, acknowledging its decade of service to Morocco’s call center industry along with its investment in infrastructure enabling it to meet the demand of call center operators and its role in connecting Morocco with the rest of the world. • Maroc Telecom divested its equity interest in the Mobisud France subsidiary to SFR. • First listing of Onatel shares on the regional stock exchange in Abidjan. 4 Maroc Telecom - 2009 Registration Document HIGHLIGHTS June 2009 • Maroc Telecom overhauls its unlimited call plan for fixed-line calls in Morocco, launches capped rate plans for fixed-line to mobile calls in Morocco in evenings and weekends or anytime. Rate plans are attractively priced and enable customers to choose a range of options. • Maroc Telecom expands its directory enquiries service (160) to include personal assistance, information on lei- sure activities and general information, and allows callers to receive information by SMS or email. • Maroc Telecom continued its sponsorship of the “Clean Beaches” program for Morocco’s Mediterranean coast- line. As a result, two beaches in Northern Morocco were awarded “Pavillon bleu” status for the first time. • Mauritel launches 3G+ voice and data services. July 2009 • Launch of the “Jawali” customer loyalty program for prepaid Jawal and Mobisud customers in Morocco. • On July 7, 2009, Maroc Telecom was declared the winner of the tender offer for the acquisition of a 51% equity stake in Sotelma, the incumbent telecoms operator in Mali, for €275 million. August 2009 • On the occasion of the 2009 Haj and Omra period, Moroc Telecom launches a promotional 50% discount on calls to mobiles and fixed-lines in Saudi Arabia. • Launch of an SMS Alert Service for the Berlin 2009 World Athletics Championships. September 2009 • Maroc Telecom repositions the Mobisud product, now dedicated to customers making international calls, and overhauls its national and international rates. • Mauritel markets MMS and 3G video-telephony services. • In Gabon, the telecom regulatory authority decides to lower inter-operator rates, effective retroactively as from January 1, 2009. October 2009 • Maroc Telecom launches the Mourbiha El Manzil prepaid promotion, which offers one hour of free communication on evenings and weekends to national mobiles, for all top-ups from MAD100. • In Burkina Faso, the regulatory authority lowers interconnection rates for fixed and mobile lines, and Onatel launches GPRS (MMS and mobile Internet). November 2009 • Maroc Telecom again doubles ADSL Internet speeds and introduces reduced rates for existing and new customers. • Maroc Telecom offers new customers three services at no charge for a three-month introductory period. The offering allows new customers to test the Mobile TV, News package and My Address Book services. December 2009 • Maroc Telecom launches the Jawal permanent bonus for all operators, giving customers a bonus of MAD100 or MAD200, depending on the top-up amount. • Maroc Telecom lowers rates for fixed-to-fixed and fixed-to-mobile calls in all international zones, and reduces rates for the Phony, all-inclusive international calls offering. • Maroc Telecom expands Maroc Telecom’s TV content with new TV channels (Planète Thalassa and Ma Chaîne Sport) and radio stations (Vibration, FG Radio, Radio Jazz). January 2010 • Maroc Telecom launches MobiCash, an exclusive service for mobile phone money transfers, in partnership with Banque Centrale Populaire and Attijariwafa Bank. • Maroc Telecom lowers Mobile rates by adding 30 minutes of communication to rate plans. Maroc Telecom - 2009 Registration Document 5 KEY FIGURES 2009 2008 2007 In thousands Mobile customers 19,602 17,184 15,342 Maroc Telecom 15,272 14,456 13,327 Mauritel 1,335 1,141 905 Onatel 1,569 977 564 Sotelma 818 - - Gabon Télécom 513 447 386 Mobisud 95 163 160 Number of Fixed-lines 1,528 1,526 1,518 Maroc Telecom 1,234 1,299 1,336 Mauritel 41 49 36 Onatel 152 145 122