IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR (2) PERSONS WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this notice, whether received by email or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions, including any modifications to them, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the prospectus or make an investment decision with respect to the notes, investors must be either (1) qualified institutional buyers within the meaning of Rule 144A under the Securities Act (“QIBs”) or (2) persons who are outside of the United States in offshore transactions in reliance on Regulation S under the Securities Act, provided that, in either case, investors resident in a member state of the European Economic Area are qualified investors (within the meaning of Article 2(1)(e) of Directive 2003/71/EC (as amended by Directive 2010/73/EU) and any relevant implementing measure in each member state of the European Economic Area). The prospectus is being sent to you at your request. By accepting this e-mail and by accessing the prospectus, you shall be deemed to have represented to us that: (1) you consent to delivery of such prospectus by electronic transmission, and (2) either you or any customers you represent are: (a) (i) QIBs, or (ii) outside the United States and the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia; and (b) if you are a resident in a member state of the European Economic Area, you are a qualified investor. Prospective purchasers that are QIBs are hereby notified that the seller of the notes offered under the prospectus may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. You are reminded that the prospectus has been delivered to you on the basis that you are a person into whose possession the prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the prospectus to any other person. Under no circumstances shall the prospectus constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any initial purchaser of the notes offered under the prospectus or any affiliate of any such initial purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such an initial purchaser or affiliate on behalf of the Issuer in such jurisdiction. The prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the initial purchasers, any person who controls any initial purchaser, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version available to you from the initial purchaser upon your request. PROSPECTUS NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES OCP S.A. (a joint stock company organised and existing under the laws of the Kingdom of Morocco) U.S.$300,000,000 6.875% Notes due 2044 (to be consolidated and form a single series with the U.S.$300,000,000 6.875% Notes due 2044 issued on 25 April 2014) Issue Price: 99.056% plus 13 days accrued interest The U.S.$300,000,000 6.875% Notes due 2044 (the “Fungible Notes” to be consolidated and form a single series with the existing U.S.$300,000,000 6.875% Notes due 2044 issued on 25 April 2014 (the “Existing Notes” and together with the Fungible Notes, the “Notes”).) to be issued by OCP S.A. (the “Issuer”or“OCP”) will mature and be redeemed at their principal amount on 25 April 2044. The Fungible Notes are intended to be consolidated and form a single series with the Existing Notes on the New Issue Date (as defined below). The Fungible Notes will bear interest from, and including 25 April 2014 (the “Original Issue Date”) at a rate of 6.875% per year and will be payable semi-annually in arrear on 25 April and 25 October in each year. The first payment of interest in respect of the Notes will be made on 25 October 2014. Payments on the Notes will be made in U.S. Dollars without deduction for or on account of any Moroccan withholding taxes unless the withholding is required by law, in which case the Issuer will pay additional amounts in respect of such taxes, subject to certain exceptions as set forth in “Terms and Conditions of the Notes—Condition 8” and “Taxation”. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and are being offered and sold in the United States only to qualified institutional buyers (“QIBs”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers that are QIBs are hereby notified that the seller of Fungible Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A (such Fungible Notes so offered and sold, together with the Existing Notes so offered and sold, the “Rule 144A Notes”). In addition, Fungible Notes are being offered outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”, and such Fungible Notes so offered and sold, together with the Existing Notes so offered and sold the “Regulation S Notes”). Transfers of Notes are subject to the restrictions described under “Transfer Restrictions”. This prospectus (the “Prospectus”) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Fungible Notes to be admitted to the Official List (the “Official List”) and trading on its regulated market. This Prospectus constitutes a prospectus for the purpose of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) (which implement the Prospectus Directive in Ireland). Reference in this Prospectus to being listed (and all date references) shall mean that such Notes have been admitted to trading on the regulated market of the Irish Stock Exchange. Investing in the Notes involves risks. Please see “Risk Factors” beginning on page 14. The Fungible Notes will be offered and sold in registered form in minimum denominations of U.S.$200,000 and any amount in excess thereof that is an integral multiple of U.S.$1,000. The Regulation S Notes will initially be represented by beneficial interests in a unrestricted global certificate (the “Unrestricted Global Certificate”) in registered form without interest coupons attached, which will be registered in the name of Citivic Nominees Ltd, as nominee for, and shall be deposited on or about 8 May 2014 the “New Issue Date” with, Citibank Europe Plc, as common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Beneficial interests in the Unrestricted Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants.