2010 Registration Document This Registration Document was filed on April 12, 2011, 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. CONTENTS HIGHLIGHTS AND KEY FIGURES 4 4 FINANCIAL REPORT 167 1 PERSONS RESPONSIBLE FOR THE REGISTRATION 4.1 CONSOLIDATED FINANCIAL DATA FOR THE LAST THREE YEARS 168 DOCUMENT AND FOR THE AUDIT OF THE FINANCIAL 4.2 OVERVIEW 170 STATEMENTS 10 4.3 INCOME STATEMENT AND FINANCIAL POSITION 173 1.1 PERSON RESPONSIBLE FOR THE REGISTRATION 4.4 CONSOLIDATED FINANCIAL STATEMENTS 198 DOCUMENT 12 4.5 INDIVIDUAL FINANCIAL STATEMENTS 248 1.2 CERTIFICATION OF THE REGISTRATION DOCUMENT 12 1.3 PERSONS RESPONSIBLE FOR THE AUDIT OF THE FINANCIAL STATEMENTS 13 1.4 INFORMATION POLICY 13 5 RECENT DEVELOPMENTS AND OUTLOOK 276 5.1 RECENT DEVELOPMENTS 278 5.2 MARKET OUTLOOK 279 5.3 OBJECTIVES 280 2 GENERAL INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE 14 6 INFORMATION RELATING TO TRANSACTIONS 282 2.1 GENERAL INFORMATION REGARDING THE COMPANY 16 TABLE OF CONCORDANCE 284 2.2 COMPLEMENTARY INFORMATION REGARDING THE COMPANY 30 2.3 CORPORATE GOVERNANCE 45 ANNUAL INFORMATION DOCUMENT 286 STA TUTORY AUDITORS’ FEES 287 3 DESCRIPTION OF THE GROUP, BUSINESS ACTIVITIES, GENERAL SHAREHOLDERS’ MEETING OF LEGAL AND ARBITRATION PROCEEDINGS, APRIL 18, 2011 288 AND RISK FACTORS 74 3.1 INFORMATION CONCERNING THE COMPANY 76 GLOSSARY 290 3.2 BUSINESS ACTIVITIES 88 3.3 LEGAL AND ARBITRATION PROCEEDINGS 156 3.4 RISK FACTORS 158 HIGHLIGHTS January 2010 • Maroc Telecom again overhauls its mobile rate plans, adding 30 min. for both individual rate plans and controlled-rate plans of 1.5 hours to 6.5 hours, and cutting rates for certain plans. • Maroc Telecom offers a 50% reduction on the first three ADSL bills, regardless of the bandwidth chosen by the customer. To facilitate the upgrade of ADSL equipment, a 50% reduction on packs is offered to new and existing customers as part of the same campaign. • Dilution of Maroc Telecom’s equity interest in Médi-1-Sat after the entry of new partners into the company’s capital, lowering Maroc Telecom’s stake from 31% to 5%. February 2010 • The ANRT publishes a telecoms sector guideline memo for the period to 2013, which sets policies for the control of telecoms operators’ tariffs, establishes the 2010-2013 framework for voice, fixed- line, and mobile interconnection, and sets unbundling tariffs for 2011. March 2010 • Maroc Telecom reduces mobile bills by 50% for three months. • Maroc Telecom offers a 50% reduction for two months for any bandwidth upgrade to 4, 8, or 20 Mb/s. For the same period, fixed-line promotions are offered for 50% off the first three bills for new customers, and 50% off the price of packages for all customers. April 2010 • Maroc Telecom launches the prepaid 3G+ internet promotion “student special,” with three months offered after activation of a new USIM 3G+ prepaid card. Maroc Telecom also launches a postpaid 3G+ internet promotion, with two months offered for each new subscription. • Maroc Telecom enhances IPTV packages by adding four outstanding CANAL+ channels (CANAL+, CANAL+ Cinéma, CANAL+ Family, and CANAL+ Décalé), available starting with the Prestige pack- age, with no impact on package prices. • Maroc Telecom overhauls its content portal www.mobilezone.ma, designed to meet young people’s expectations, with content that is both rich and entertaining. • Decrease in termination charges for all Malian operators, effective retroactively as of January 1, 2010, by decision of the Malian regulatory authority. Mobile termination charges were lowered by 34%. May 2010 • Maroc Telecom launches a promotion of 50% off international calls to any country for prepaid mobile customers via a paid subscription of only MAD 29 (incl. tax). • Maroc Telecom launches a promotional offer of doubled calling time for prepaid 3G+ internet: two additional weeks offered for a MAD 100 top-up and one additional month offered for a MAD 200 top- up. • Maroc Telecom maintains its permanent offer of a free ADSL modem for a 24-month commitment, in order to encourage new internet subscriptions, and continues to enhance its IPTV packages, with the introduction of Boomerang (Prestige package), Sy Fy (Evasion package), and 13ème rue (“Evasion” package). June 2010 • Maroc Telecom launches a summer offer for its customers: for the activation of a prepaid SIM card and a top-up of MAD 20 or more, Maroc Telecom offers a MAD 50 bonus, valid for calls to all opera- tors, 24 hours a day. • Maroc Telecom doubles all ADSL bandwidths up to 4 Mb/s free of charge and offers reductions of up to MAD 200 (incl. tax) for all bandwidths from 1 Mb/s to 8 Mb/s. • The ANRT approves the interconnection technical and pricing terms for Maroc Telecom’s fixed-line and mobile networks for 2010. 4 Maroc Telecom - 2010 Registration Document HIGHLIGHTS • Early renewal of Telmob's operating license for a period of ten years, after an agreement reached on June 21, 2010, with the Burkina Faso government. • Creation in Mauritania of an EIG among Mauripost (the Mauritanian postal service) and the three Mauritanian operators to support the ACE submarine cable, overseen by France Telecom, linking the Atlantic coast of Africa with Europe. Mauritel holds 20% of the EIG. • Maroc Telecom sells its equity interest in Mobisud Belgique to Belgacom. July 2010 • Maroc Telecom continues to lower its tariffs for international calls, with a new reduction of 20% for international calls from a fixed line. • Maroc Telecom launches Windows Live Messenger Mobile, an offer aimed at young people. August 2010 • For new subscriptions and renewals, Maroc Telecom reduces the subscription commitment for residential fixed-line subscriptions from 24 to 12 months. September 2010 • Maroc Telecom signs agreements with the ANRT relating to Pacte 2010 and 2011 programs. • Maroc Telecom expands its range of mobile rate plans by adding 30 to 90 minutes to the basic plan for all rate plans and by including in all consumer mobile rate plans unlimited calls to IAM mobiles and free 512 kbit/s mobile internet access. • Maroc Telecom enhances the MobiCash services by launching a merchant-solution service and REDAL bill payment. October 2010 • Maroc Telecom lowers prices for its ADSL internet packages and shortens the subscription commit- ment for ADSL internet to 12 months. • Maroc Telecom launches an on-demand BlackBerry service for prepaid and postpaid customers. The offer consists of BlackBerry service for top-ups of 7 and 30 days. • Maroc Telecom lowers tariffs for its InfiniFix business offers (unlimited fixed to fixed) and Optimis (mobile fleets). November 2010 • Maroc Telecom standardizes Jawal rates at MAD 3.60 (incl. tax), regardless of the domestic desti- nation or time of the call. • Maroc Telecom expands its IPTV package with the launch of on-demand services Live Control and On-Demand TV. • Maroc Telecom lowers rates for international mobile-to-fixed calls. December 2010 • Maroc Telecom launches Morocco’s first rate plan for young people, Forfait Universal Music Mobile: 60 min. + 300 SMS/MMS, and unlimited access via streaming to MTV channels and the UM catalog. • Maroc Telecom reduces subscription rates by 25% for ADSL 8 Mb/s and 20 Mb/s broadband. • Maroc Telecom launches the Jawal international top-up transfer service from France. • Maroc Telecom responds to an ANRT consultation document concerning the coverage of 564 additional areas, as part of the Pacte program. • Maroc Telecom and the Gabonese government sign an amendment to the share-disposal agreement of February 9, 2007, effectively concluding the sale of 51% of the share capital of Gabon Télécom SA to Maroc Telecom. Maroc Telecom - 2010 Registration Document 5 KEY FIGURES REVENUES BY GEOGRAPHICAL AREA At December 31 - in millions of Moroccan dirhams 2008 2009 2010 Morocco 25,738 25,764 26,191 Mauritania 1,086 1,105 1,184 Burkina Faso 1,467 1,693 1,802 Gabon 1,187 1,220 1,044 Mali - 554 1,575 Belgium 183 125 28 Net total 29,521 30,339 31,655 CUSTOMERS BY GEOGRAPHICAL AREA At December 31 - in millions 19.2 21.7 25.8 Internet Fixed line Mobile Morocco Subsidiaries Morocco Subsidiaries Morocco Subsidiaries 2008 2009 2010 6 Maroc Telecom - 2010 Registration Document KEY FIGURES REVENUES BY BUSINESS At December 31 - in millions of Moroccan dirhams Fixed line & Internet Mobile 2008 2009 2010 2008 2009 2010 Fixed & Internet 11,319 11,106 10,416 Mobile 21,183 22,190 23,810 Total 29,521 30,339 31,655 CUSTOMERS At December 31 - in thousands 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 Mobile 17,184 19,602 23,724 Fixed line 1,526 1,528 1,521 Internet ADSL 522 527 574 Total 19,232 21,657 25,819 Maroc Telecom - 2010 Registration Document 7 KEY FIGURES NET EARNINGS—GROUP SHARE At December 31 - in millions of Moroccan dirhams 2008 2009 2010 2008 2009 2010 Net earnings— 9,520 9,425 9,536 Group share EARNINGS FROM OPERATIONS At December 31 - in millions of Moroccan dirhams 2008 2009 2010 2008 2009 2010 Morocco 13,557 13,080 13,209 Mauritania 372 355 367 Burkina Faso 210 322 353 Gabon (11) 214 169 Mali - 63 239 Belgium (239) (25) (2) Net total 13,889 14,008 14,335 8 Maroc Telecom - 2010 Registration Document KEY FIGURES INVESTMENTS At December 31 - in millions of Moroccan dirhams Subsidiaries Fixed & Internet Mobile 2008 2009 2010 Subsidiaries 1,047 1,083 2,281 Fixed & 2,024 1,873 2,060 Internet Mobile 2,886 2,889 2,193 Total 5,957