20 13 REGISTRATION DOCUMENT This Registration Document was filed on April 2, 2014, 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. CONTENT Highlights 4 & Key figures 01 Persons responsible for the registration document 13 and for the audit of the financial statements 1.1 Person responsible for the registration document 14 1.2 Certification of the registration document 14 1.3 Persons responsible for the audit of the financial statements 15 1.4 information policy 15 02 Information regarding the company 16 and corporate governance 2.1 General information regarding the company 18 2.2 Complementary information regarding the company 29 2.3 Corporate governance 40 03 Description of the group, business activities, legal 61 and arbitration proceedings, and risk factors 3.1 information concerning the company 62 3.2 Business activities 72 3.3 Legal and arbitration proceedings 128 3.4 Risk factors 129 04 Financial report 135 4.1 Consolidated financial data for the last three years 136 4.2 Overview 138 4.3 Consolidated financial statements 151 4.4 Individual financial statements 200 05 Recent developments and outlook 231 5.1 Recent developments 232 5.2 Market outlook 232 5.3 Objectives 233 06 Appendices 237 Table of concordance 238 Annual information document 240 Statutory auditors fees 241 2014 general shareholders’ meeting 242 Glossary 244 HIGHLIGHTS & key figures JANUARY o On January 16, 2013, Maroc Telecom signed the fourth investment agreement with the Moroccan government. Under the terms and conditions of this agreement, Maroc Telecom is committed to investing more than MAD 10.1 billion and creating 500 jobs over the period 2013–2015. As consideration, Maroc Telecom will be exempted during that period from all customs duties on imports. o Maroc Telecom celebrates its 18 million mobile customers. FEBRUARY o In Morocco, mobile termination rates are reduced and symmetrical pricing is introduced for interoperator voice MTRs, at a new flat rate of MAD 0.1399 (excl. tax). o Maroc Telecom enhances its Business offer by expanding its range of rate plans to 15 o In Mali, lower mobile termination rates take effect, at CFA franc 16.80 per minute. (from 2 hours to 65 hours), available with new, free options. o The corporate tax rate in Gabon is lowered from 35% to 30%. o Onatel lowers its Fixed lined-line rates to all Fixed lined-line and mobile numbers in Burkina Faso. MARCH o Maroc Telecom enhances its capped Fixed lined-line rate plans (Plafonné, Phony, and MT Box offers) with a permanent one-hour pass for MAD 20, valid for calls to all domestic mobiles, to Fixed lined lines in western Europe, and to mobiles in France, Canada, and the United States. o Maroc Telecom introduces Moneytrans, the MobiCash international money-transfer service. o The ANRT approves the interconnection offer for IAM’s Fixed lined-line network. o In Burkina Faso, a decree is adopted that eliminates the 5% revenue cap used for the calculation of fees and contributions applied to operators. o In Mali, a new tax is enacted for access to the public telecommunications network TARTOP. The tax amounts to 2% of revenues (excl. tax) exclusive of revenues from internet, handsets, domestic interconnection, and incoming international calls (with the exception of roaming). 4 Maroc Telecom 2013 Registration Document 2013 APRIL o Maroc Telecom launches a permanent International Jawal Pass (MAD 20 = 20 min.), which allows customers to call Fixed lined lines and mobiles in Europe and North America. o Maroc Telecom adds credit in MAD to its Jawal Passes, in addition to the minutes included (e.g., Pass MAD 20 = MAD 20 + 1 hour). o For its standard Libertis customers, Gabon Telecom lowers rates by 51% for off-net calls, thereby bringing them into alignment with rates for on-net calls. o Gabon Telecom lowers ADSL subscription rates, doubles speed for free for current customers, and introduces a promotional offering of free installation for one month. o Gabon Telecom launches its InfiniFixed line rate plans, with all domestic Fixed lined-to-Fixed lined calls free 24/7. MAY o The shareholders’ meeting of April 24, 2013, approved the distribution of 100% of 2013 earnings o Maroc Telecom repositions its Arriyadi and Liberté rate plans in dividends to shareholders (i.e., €7.40 per share). by adding extra hours. o Maroc Telecom launches two smartphone applications, Fidelio and MT Info (access to practical information). o Maroc Telecom introduces Phony Duo, a plan priced at MAD 249 (incl. tax) that includes a Fixed lined line (unlimited) and ADSL access at 4 Mb/s or CDMA access at 153 Kb/s. JUNE o Maroc Telecom introduces the MobiCash online-payment o IInauguration of Maroc Telecom’s new corporate headquarters. The eco-friendly service. This service allows mobile customers with a MobiCash and community-enhancing Maroc Telecom tower receives honorable mention in account to pay for purchases from select e-commerce the “Tall Building” category at the Ecobuilding forum in Paris. websites. o With its Jawal plan, Maroc Telecom brings per-second billing into widespread o Mauritel and Onatel launch Mobicash, a payment service for use and increases the validity of Jawal top-ups to one year. mobile phones. o Maroc Telecom enhances Jawal MAD 5 and MAD 10 Passes with additional o Onatel launches its 3G+ service, with speeds of up to 14.4 credited minutes. A new MAD 30 Pass is introduced that provides two hours of Mb/s. The service is available either postpaid or prepaid from call time and MAD 30 of credited call time. The validity of the MAD 50 Pass is a Telmob mobile that is 3G+ compatible, or from a computer extended from 7 days to 14. equipped with a 3G+ dongle. o Prepaid and postpaid 3G-internet offers are repositioned. Validity of 3G-internet top-ups is extended and limits are modified for postpaid 3G-internet rate plans, both free and paid. o Maroc Telecom enhances its business mobile plans by adding free hours of call time, an unlimited free number, and free faster 3G internet at 3.6 Mb/s, limited to 1 GB per month. o In Mali, rates are lowered for international calls. 5 Maroc Telecom 2013 Registration Document HIGHLIGHTS & key figures JULY o In Morocco, mobile termination rates are raised for incoming international calls to Maroc Telecom mobiles. o In Mauritania, lower mobile termination rates take effect, down to MRO 6 per minute from MRO 7. o Vivendi and Etisalat enter into exclusive talks for the sale of Vivendi’s 53% stake in Maroc Telecom. SEPTEMBER o Maroc Telecom introduces the Amazigh voicemail service. o Maroc Telecom adopts a flat rate of MAD 4.2 (incl. tax) o Maroc Telecom accompanies its customers on pilgrimages, with free roaming for per min. and MAD 1.4 (incl. tax) for each 20-second incoming calls to Saudi Arabia. increment for capped rate plans. o Maroc Telecom enhances its range of Jawal Passes for 3G internet with the introduction of three new passes: Pass MAD 20 = 2 days, Pass MAD 50 = 10 days, and Pass MAD 200 = 2 months. The speed of AUGUST these Passes is doubled, from 3.6 Mb/s to 7.2 Mb/s. o Maroc Telecom adjusts its Jawal rate to seven o Introduction at MAD 30 of a new Jawal SMS/MMS cents per second, compared with six cents top-up, which allows customers to send 300 SMS/ previously. MMS to all domestic destinations. o Maroc Telecom expands its mobile TV package o In Gabon, rates for domestic termination charges are with five new channels: LCI, France 2, Ushuaia, lowered asymmetrically as from September 2013 (25 Arabica, and Quran Karim TV. francs to Airtel, 30 francs to Moov, and 35 francs to Azur and Gabon Telecom Fixed lined lines). o ARCEP classifies the Gabon Telecom network as number one in service quality. o Casanet launches Amenza.ma, an e-commerce website focused on high-tech products. 6 Maroc Telecom 2013 Registration Document 2013 OCTOBER DECEMBER o Maroc Telecom introduces two new Liberté plans o Maroc Telecom enhances its 3G-internet offer by boosting speeds, (with commitment), at MAD 99 (incl. tax) per month. extending internet-access time, and raising data-usage limits. A free parental-control service is also provided for ADSL- and 3G-internet Maroc Telecom raises the data capacity available for o customers. 3G internet at 14.4 Mb/s, from 5 Go to 10 Go. Maroc Telecom introduces an option allowing 3G-internet subscribers Opening of two Ethernet links in Morocco with the o o (7.2 Mb/s and 14.4 Mb/s) to recover their 3G-internet speed with 2 Go French operator SFR. of additional data capacity for MAD 20 (incl. tax). Maroc Telecom introduces the Roaming MT o Onatel’s tax advantage was renewed and extended to include Fixed application on Google Play and App Store. o lined-line telephony in addition to mobile telephony, with customs duties lowered from 27% to 5% for a period of three years and a tax credit equal to 50% of capital expenditures. o In Morocco, the ANRT approves termination rates for the period 2014– NOVEMBER 2016: termination rates in 2014 will be kept at 2013 levels, then lowered by 5% over 2015 and 2016. o Maroc Telecom introduces subscription video on demand (SVoD). For o In Morocco, the ANRT issues a decision delineating market segments and MAD 50 (incl. tax) per month, this service gives access to a wide range identifying operators of significant influence.