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2019

UNIVERSAL

REGISTRATION

DOCUMENT

(New version of the Registration Document ) including the annual financial report

Un monde nouveau vous appelle

1 2 3 4 5 6 7

CONTENTS

MESSAGE

FROM THE

CHAIRMAN

OF THE

MANAGEMENT

BOARD 02

CORPORATE

GOVERNANCE 03

GROUP OVERVIEW 05

1.1 Maroc Telecom in brief 06

1.2 2019 Highlights 08

1.3 2019 Key figures 12

1.4 Group outlook and strategy 14

RISK FACTORS AND OPERATIONAL

CONTROL FRAMEWORK 17

2.1 Risk factors 18

2.2 Operational control framework 29

INFORMATION ABOUT THE COMPANY 35

3.1 Person responsible

for the Universal Registration Document and for the audit of the financial statements 36

3.2 Information about the Company

and corporate governance 38

DESCRIPTION OF THE GROUP,

BUSINESS OPERATIONS AND LEGAL

AND ARBITRATION PROCEEDINGS 79

4.1 Description of the Group 80

4.2 Description of operations 91

4.3 Legal and arbitration proceedings 132

FINANCIAL REPORT 135

5.1 Consolidated results of the past three years 136

5.2 Overview 138

5.3 Consolidated financial statements

at December 31 2017, 2018 and 2019 148

5.4 Statutory financial statements 191

5.5 Statutory auditor"s special report 214

RECENT DEVELOPMENTS 223

Ordinary general meeting of April 29, 2020 224

ANRT decision 224

Withdrawal of Inwi lawsuit 224

Covid-19 impact 225

NOTES TO THE FINANCIAL STATEMENTS 227

Cross-reference table 228

Cross-reference table for the annual fi nancial report 230

2019 annual information document 230

Fees paid to the Statutory auditors 231

Glossary 236

This Universal Registration Document was submitted on April 27 , 2020 to the AMF in its capacity as the French fi nancial regulator under

Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of said regulation.

The Universal Registration Document may be used when stocks and shares are sold to the public or listed on a regulated market if

it is accompanied by a securities Note and, where applicable, a summary as well as any supplements to the Universal Registration

Document. Once approved by the AMF under Regulation (EU) 2017/1129, these documents constitute a prospectus.

2019
(New version of the

Registration Document )

including the annual financial report

UNIVERSAL

REGISTRATION

DOCUMENT

MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 01

In 2019, the Maroc

Telecom Group continued its

drive to improve its operational performance, confirming the appropriateness of our strategy, which is based on investing in next- generation technologies and designing innovative o? ers that are tailored to our customers " expectations and accessible to as many people as possible.

2019 was marked by new progress in all

aspects of the digital transformation of the

Group, which continues to work towards

improving the customer experience and the working environment of our employees.

Our customers are now able to perform,

remotely and at any time, all transactions relating to their Mobile, Fixed or Internet lines. The working environment is changing as a result of the simplifi cation of processes and more collaborative ways of working. The Group"s involvement in the service of communities goes beyond telecommunications. Maroc Telecom and its subsidiaries are working actively to fi nd the right balance between economic competitiveness, social development and respect for the environment. Along with the thousands of direct and indirect jobs created, the Maroc Telecom Group is strengthening its commitment to those working on educational, humanitarian, cultural, sports and environmental issues. This is the approach of a socially responsible company which is committed to fully contributing to bridging the digital divide and value creation.

Maroc Telecom

and its subsidiaries are actively working to fi nd the right balance between economic competitiveness, social development and respect for the environment .

ABDESLAM AHIZOUNE

MESSAGE FROM THE CHAIRMAN OF THE MANAGEMENT BOARD

MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 02

CORPORATE GOVERNANCE

SUPERVISORY BOARD

CHAIRMAN

Mohamed BENCHÂABOUN,

Minister of Economy and of Finance

DEPUTY CHAIRMAN

Obaid BIN HAMAID AL TAYER,

Chairman of the Board of Etisalat Group

MEMBERS

Abdelouafi LAFTIT,

Minister of the Interior

Abderrahmane SEMMAR,

Manager of the Department in charge of State Owned Enterprises and Privatization at the Ministry of Economy and Finance

Mohamed HADI AL HUSSAINI,

Board member of Etisalat Group

Saleh AL ABDOOLI,

Managing Director of Etisalat Group

Mohamed Saif AL SUWAIDI,

Managing Director of Abu Dhabi Fund for Development

Hatem DOWIDAR,

Managing Director of Etisalat International

Serkan OKANDAN,

Chief Financial Officer of Etisalat Group

Maroc Telecom also has eight regional o? ces which report to the Chairman of the Management Board.

Abdeslam AHIZOUNE,

Chairman of the

Management Board Abdelkader MAAMAR,

Managing Director

Services

Hassan RACHAD,

Managing Director

Networks and Systems

François VITTE,

Managing Director

Administration & Finance

(CFO)

Brahim BOUDAOUD,

Managing Director,

Legal and Regulatory

A? airs

MANAGEMENT BOARD

MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 03

Un monde nouveau

vous appelle MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 04 GROUP

OVERVIEW

1

1.1 Maroc Telecom in brief 06

1.2 2019 Highlights 08

1.3 2019 Key fi gures 12

1.4 Group outlook and strategy 14

1.4.1 Moroccan telecom market outlook and

Maroc Telecom"s business strategy 14

1.4.2 International outlook and strategy of Maroc

Telecom"s sub-Saharan subsidiaries 15

1.4.3 Maroc Telecom"s sustainable development

strategy 15 MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 05

GROUP OVERVIEW

1MAROC TELECOM IN BRIEF

1.1 • Maroc Telecom in brief

A major player

in the economic and social development of 11 African countries

AT NIGER

Niger

ONATEL

Burkina Faso

CASANET

Morocco

MAURITEL

Mauritania

SOTELMA

Mali

AT CÔTE D"IVOIRE

Côte d"Ivoire

AT TOGO

Togo

ETISALAT BÉNIN

Bénin

AT CENTRAFRIQUE

Central African Republic

GABON TELECOM

Gabon

HISTORICAL

Maroc Telecom is the incumbent telecommunications operator in the Kingdom of Morocco. It operates in the Fixed-Line telephony,

Mobile telephony and Internet segments.

100%

MAROC TELECOM

100%

MAROC TELECOM

61%

MAROC TELECOM

100%

MAROC TELECOM

51%

MAROC TELECOM

51.5%

MAROC TELECOM*

51%

MAROC TELECOM

85%

MAROC TELECOM

95%

MAROC TELECOM

100%

MAROC TELECOM

* 51.527% controlled via CMC, a Mauritanian company. Chad

TIGO CHAD

100%

MAROC TELECOM

Acquisition of 54%

of Mauritel SA.

Vivendi"s entry into

Maroc Telecom"s

capital.Acquisition of 51% of Gabon Telecom

Disposal of 4% of the capital

of Maroc Telecom by the

Kingdom of Morocco on the

Casablanca Stock Exchange

1984 1998 2001 2004 2006 2007

Promulgation of Law

24-96 and the

implementing decrees relating to telecommunications.Creation of the ONPT (National Postal and

Telecommunications

O?ce)Creation

of Maroc Telecom SA.IPO in Casablanca and Paris Stock

ExchangesAcquisition

of a 51% stake in Onatel MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 06

GROUP OVERVIEW

1

MAROC TELECOM IN BRIEF

Excluding

the impact of ANRT decision, Maroc Telecom Group improves its performance and increases profi ts beyond its annual objectives

CONSOLIDATED REVENUES OF

MAD

36.5 BILLION

GROUP EBITDA*

MARGIN OF

51.8%

OF REVENUE

* The defi nition of EBITDA is detailed in section 5.2 . ** Net income adjustements are defi ned in the table on page 144 .

GROUP CAPITAL EXPENDITURE OF

MAD

6.8 BILLION

10,422

GROUP EMPLOYEES

ADJUSTED NET INCOME **

GROUP SHARE OF

MAD

6 BILLION

NEARLY

68 MILLION

CUSTOMERS

Acquisition

of a 51% stake in Sotelma.Etisalat acquires a stake in Maroc Telecom.Acquisition of Etisalat"s six African subsidiaries in Benin, Côte d"Ivoire,

Gabon, Niger, The Central

African Republic

and Togo.Merger of Gabon Telecom and Moov GabonAcquisition of a 10% stake in ONATEL S.A. on the BRVM (west African regional stock exchange in Abidjan) Acquisition of Tigo Chad.

Disposal of 8% of the

government"s stake in Maroc Telecom"s capital share.

Liquidation of the

Prestige Telecom

subsidiary.

2009 2014 2015 2016 2018 2019

MAROC TELECOM - 2019 UNIVERSAL REGISTRATION DOCUMENT 07

GROUP OVERVIEW

12019 HIGHLIGHTS

1.2 • 2019 Highlights

Un monde nouveau vous appelle

JANUARY 2019

In Morocco, ANRT launched a study

on the preparation of the General

Guidelines Note by 2023.

Maroc Telecom launches the new

"Switch" balance conversion service which o? ers Jawal customers the freedom and fl exibility to convert their

Voice credits to data and vice versa

according to their needs.

In Togo, specifi cations are signed for

the 2G/3G/4G license.

In Niger, the tax on incoming

international tra? c of 88 CFA francs/ min for non-4G operators and 50

CFA francs/min for 4G operators is

reintroduced.

FEBRUARY 2019

In Morocco, enactment of Act

No. 121.12, amending and

supplementing Act 24-96, which establishes a general obligation to access and share infrastructure and an increase in the level of penalties.

Maroc Telecom enhances its range

of top-end Mobile Packages for the

Business and Professional Mobile

segment, introducing additional 4G+ data volumes free of charge.

Maroc Telecom further enhances the

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