2018 REGISTRATION DOCUMENT including the annual f inancial report 1 GROUP OVERVIEW 04 1.1 Maroc Telecom in brief 06 1.2 2018 Highlights 08 1.3 2018 Key fi gures 12 1.4 Group Strategy 14 2 RISK FACTORS AND RISK CONTROL 16 2.1 Risk factors 18 2.2 Risk control framework 23 3 INFORMATION ABOUT THE COMPANY 28 3.1 Person responsible for the Registration Document and for the audit of the fi nancial statements 30 CONTENTS 3.2 Information about the company and corporate governance 32 MESSAGE FROM THE CHAIRMAN OF THE MANAGEMENT’S 4 DESCRIPTION OF THE GROUP, BOARD 02 BUSINESS OPERATIONS, LEGAL AND ARBITRATION PROCEEDINGS 68 CORPORATE 4.1 Description of the Group 70 GOVERNANCE 03 4.2 Business activities 78 4.3 Legal and arbitration proceedings 116 5 FINANCIAL REPORT 118 5.1 Consolidated results of the past three years 120 5.2 Overview 122 5.3 Consolidated fi nancial statements at December 31, 2016, 2017 and 2018 132 5.4 Statutory Financial Statements 174 5.5 Statutory Auditor’s Special Report 198 6 RECENT DEVELOPMENTS AND MARKET OUTLOOK 206 6.1 Recent developments 208 6.2 Market outlook 209 7 NOTES TO THE FINANCIAL STATEMENTS 210 Cross-reference table 214 Ordinary Shareholders’ Meeting of April 23, 2019 214 Glossary 217 2018 REGISTRATION DOCUMENT including the annual f inancial report This Registration Document was fi led with the French Financial Markets Regulator (AMF) on April 11, 2019 , in accordance with Article 212-13 of its General Regulations. The Registration Document may be used in connection with a fi nancial transaction if supplemented by an off ering circular (note d’opération) approved by the AMF. The document was prepared by the issuer and is binding on its signatories. MAROC TELECOM // 2018 REGISTRATION DOCUMENT // 01 MESSAGE FROM THE CHAIRMAN OF THE MANAGEMENT BOARD ABDESLAM AHIZOUNE Thanks to a strategy focused on investment and innovation, the indicators of Maroc Telecom Group in 2018 have confi rmed the excellent profi tability and resilience of our business model. These results prove the success of our vision, focused on satisfying our customers and based on two essential pillars: services and networks. Therefore, the Group continues to invest massively in extending and improving its networks across all territories and in off ering the latest technologies. Because digital developments are transforming our societies and providing new growth opportunities, Maroc Telecom is working to meet the expectations of society and capture the full potential of these developments. As a committed operator, Maroc Telecom wants to be fully involved in creating the conditions for a digital society accessible to all, wherever it operates. Maroc Telecom also remains committed to its subsidiaries. In countries with young populations, hungry for knowledge Maroc Telecom and interaction, which are growing signifi cantly, digital intends to contribute developments are key drivers for economic growth and social progress. The Group plans to continue playing its fully to creating full role , supporting the ongoing changes and meeting the conditions the challenges posed along the way, in terms of growth, infrastructure and social inclusion. for a digital society 2018 saw new progress in the Group’s digital transformation, accessible to all, which aff ects the entire value-creation chain. Maroc Telecom wherever it operates continues to improve the experience of its customers, by actively digitizing its processes to make it easier for them to manage their services independently. These changes also impact our employees’ working environment, through the digitalization of internal processes and the roll-out of collaborative tools. Maroc Telecom Group therefore enters 2019 with serenity, buoyed by its results and the determination of its employees to rise to whatever challenges the future brings. 02 // MAROC TELECOM // 2018 REGISTRATION DOCUMENT CORPORATE GOVERNANCE François Hassan Abdeslam Larbi Brahim VITTE RACHAD AHIZOUNE GUEDIRA BOUDAOUD MANAGEMENT BOARD SUPERVISORY BOARD CHAIRMAN CHAIRMAN x Abdeslam AHIZOUNE, x Mohamed BENCHÂABOUN, Chairman of the Management Board Minister of Economy and of Finance MEMBERS DEPUTY CHAIRMAN x Larbi GUEDIRA*, x Eissa Mohamed AL SUWAIDI, Managing Director Services Chairman of the Board of Directors of Etisalat Group x Hassan RACHAD, Managing Director Networks and Systems (CTO) MEMBERS x Brahim BOUDAOUD, x Abdelouafi LAFTIT, Managing Director, Legal and Regulatory Aff airs Minister of the Interior x François VITTE, x Abderrahmane SEMMAR, Managing Director Administration & Finance (CFO) Director for Public Enterprises and Privatization at the Ministry for Economy and Finance x Mohamed HADI AL HUSSAINI, Maroc Telecom also has eight regional offi ces which report Member of the Board of Directors of Etisalat Group to the Chairman of the Management Board. x Saleh AL ABDOOLI, Managing Director of Etisalat Group x Mohamed Saif AL SUWAIDI, Managing Director of Abu Dhabi Fund for Development x Hatem DOWIDAR, Managing Director of Etisalat International x Serkan OKANDAN, Chief Financial Offi cer of Etisalat Group * Mr Abdelkader MAAMAR was appointed on 15 February 2019, with eff ect from 1 March 2019, to replace Mr Larbi GUEDIRA who was admitted to retirement. MAROC TELECOM // 2018 REGISTRATION DOCUMENT // 03 1 GROUP OVERVIEW 1.1 MAROC TELECOM IN BRIEF 06 1.2 2018 HIGHLIGHTS 08 1.3 2018 KEY FIGURES 12 1.4 GROUP STRATEGY 14 04 // MAROC TELECOM // 2018 REGISTRATION DOCUMENT 1 TITREGROUP 1 À OVERVIEWREPORTER MANUELLEMENT MAROC TELECOM // 2018 REGISTRATION DOCUMENT // 05 1 GROUP OVERVIEW 1.1 MAROC TELECOM IN BRIEF A SIGNIFICANT PLAYER IN THE ECONOMIC AND SOCIAL DEVELOPMENT OF 10 AFRICAN COUNTRIES % Morocco 100 Niger % MAROC TELECOM CASANET 100 AT NIGER MAROC TELECOM 51,5% Mauritania MAROC TELECOM* MAURITEL % Mali Burkina Faso 61% 51 ONATEL MAROC TELECOM SOTELMA MAROC TELECOM 85% Côte d’Ivoire MAROC TELECOM AT CÔTE D’IVOIRE Centrafrique 100% 100% Côte d’Ivoire AT CENTRAFRIQUE MAROC TELECOM MAROC TELECOM PRESTIGE TELECOM CÔTE D’IVOIRE 95 % Togo MAROC TELECOM AT TOGO Gabon 51% GABON TELECOM MAROC TELECOM** 100 % Benin MAROC TELECOM ETISALAT BÉNIN * 51.5% controlled via CMC, a Mauritanian company. ** Merger of Gabon Telecom and AT Gabon on June 29, 2016. HISTORICAL Maroc Telecom is the incumbent telecommunication operator in the Kingdom of Morocco. It operates in the Fixed-line telephony, Mobile telephony and Internet segments. 1984 1998 2001 2004 2006 Creation of ONPT Creation of Maroc Acquisition IPO in Acquisition Moroccan Post and Telecom SA. of 54% Casablanca of 51% stake Telecommunications Promulgation of of Mauritel SA and Paris in Onatel Bureau Law 24-96 and Vivendi’s entry into the implementing Maroc Telecom’s decrees relating to capital telecommunications 06 // MAROC TELECOM // 2018 REGISTRATION DOCUMENT GROUP OVERVIEW 1 TOTAL CONSOLIDATES GROUP EBITDA* MARGIN OF REVENUE OF In an 49.6% environment MAD BILLIONS OF THE GROUP REVENUE 36 marked by profound transformation and intense competition, Maroc Telecom Group posted strong GROUP INVESTMENTS OF growth in its key 10,609 performance 6.6 MAD BILLIONS GROUP EMPLOYEES indicators ADJUSTED NET INCOME** GROUP SHARE OF 61 MILLIONS 6.0 MAD BILLIONS OF CUSTOMERS 2007 2009 2014 2015 2016 2018 Acquisition of 51% Acquisition Etisalat acquires Acquisition of Merger Acquisition of a further of Gabon Telecom of a 51% stake a stake in Etisalat’s six African of Gabon Telecom 10% of Onatel SA Sale of 4% in Sotelma Maroc Telecom subsidiaries in Benin, and Moov Gabon on the BRVM [West of Maroc Telecom Côte d’Ivoire, Gabon, African regional stock by the Moroccan Niger, The Central exchange], bringing Government African Republic and Maroc Telecom’s stake on the Casablanca Togo in its Burkina Faso stock exchange subsidiary to 61%. * The defi nition of EBITDA is detailed in 5.2. ** Net income adjustments are defi ned in the table on page 128 MAROC TELECOM // 2018 REGISTRATION DOCUMENT // 07 1 GROUP OVERVIEW 1.2 2018 HIGHLIGHTS JANUARY x New uncapped plan aimed at data-hungry Retail customers, with 25GB of data and 10 hours of airtime for MAD 199. x Fidelio Jawal, a prepaid loyalty program featuring bonus in minutes, SMS, mobile data and other rewards for customers each week. FEBRUARY x Launch of Fibre Optique DUO Full IP, a fi ber internet package off ering speeds of up to 200Mb/s, unlimited VoIP calls to Maroc Telecom Fixed Lines, and 10 hours of calls to domestic mobile numbers and major international destinations. x In Mali, the government imposed a new “solidarity tax” of 0.5% of revenue. x Launch of the Group Synergy project for international activity, aimed at developing Group spirit among Maroc Telecom subsidiaries and harmonizing their actions, with decisions on the following two components: • Promotion of inter-subsidiary International traffi c, • Start of Free Roaming service among all of the group’s subsidiaries. MARCH x “Liberté” plan with 10GB of data, now enriched with 4 hours of airtime (up from 2 hours) at the same price of MAD 99 a month. x On March 20, Wana Corporate sued Maroc Telecom for unfair competition in relation to access to Fixed-line and ADSL infrastructure, claiming damages of MAD 5,597 million. The case is before the Commercial Court of Rabat. x In Côte d’Ivoire , Maroc Telecom made its third payment of CFAF 15 billions for a 4G license. x In Benin, Maroc Telecom paid CFAF 9.6 billions in dues for the use of frequencies in 2018. 08 // MAROC TELECOM // 2018 REGISTRATION DOCUMENT GROUP OVERVIEW 1 APRIL x New mobile data postpaid option with 2GB top-up for MAD 20. The top-up is available to customers eligible for any free mobile data plan. x BOX Wifi 4G, an unlimited internet package with streaming television, from MAD 199 a month (incl. tax). x In Burkina Faso, Maroc Telecom bought a further 10% of Onatel SA on the BRVM [West African regional stock exchange] for 41 million euros, bringing its stake in its Burkina Faso subsidiary to 61%.