FINANCIAL REPORT. First Half of 2015

FINANCIAL REPORT First Half of 2015 1

Preliminary remarks: This financial report and the unaudited condensed financial statements for the half year ended June 30, 2015 were approved by the Management Board on July 10 th, 2015. They were submitted to the Supervisory Board on July 22, 2015, after review by the Audit Committee at its meeting on July 22, 2015. This report should be read in conjunction with the Management Board s report for the year ended December 31, 2014 as published in Registration Document as filed with the Securities Regulator (AMF) on April 10, 2015 ( the 2014 Registration Document ). 2

CONTENTS HIGHLIGHTS 1. CERTIFICATIONS 1.1 Person responsible for the interim report 7 1.2 Certification of the interim report 7 1.3 Persons responsible for the audit of the financial statements 7 2. ACTIVITY REPORT FOR THE FIRST HALF OF 2015 2.1 Description of activities 10 2.2 Related-party transactions 15 2.3 Recent development and guidance 18 3. FINANCIAL REPORT 3.1 Consolidated financial Data 22 3.2 Income statement and financial position 24 3.3 Consolidated financial statements and notes 29 3

Highlights January 2015 Maroc Telecom completes its acquisition of Etisalat s subsidiaries in Benin, Côte d Ivoire, Gabon, Niger, the Central African Republic and Togo on January 26, 2015, for 474 million. Maroc Telecom increases the price of its Bienvenue Jawal tariff (from MAD 30 to MAD 50) but adds more airtime, download volume and SMS messages. Maroc Telecom enhances its prepaid MAD 100 Pass Permanent tariff, with 5 hours of airtime, 3 GB of 3G internet access, 1,000 SMS messages valid for one month and MAD 100 of credit valid for one year. Maroc Telecom adds unlimited free calls and SMS messages to certain, predefined numbers, and increases data allowances for all individual and controlled rate mobile customers and business plans for professionals and companies. Maroc Telecom includes 3 hours and 5 hours of free national calls to mobiles as part of its Phony DUO and MT Box offers. In Niger, mobile call termination rates are lowered from XOF 35/min to XOF 25/min. Mali adopts asymmetric mobile call termination rates in favor of the operator Alpha Telecom (a new entrant to the market) for 4 years (40% in the first year, 30% in the second year, 20% in the third year and 10% in the fourth year). In Côte d Ivoire, mobile call termination rates are lowered from XOF 28 to XOF 24/min (excluding tax) for mobiles and landlines. In Togo, a tax is introduced on incoming international calls, charged at XOF 25/min. February 2015 Maroc Telecom launches Mon Cloud [ My Cloud ], the first 100% Moroccan online storage service, offering users secure online storage hosted in Morocco. In Morocco, the National Telecommunication Regulatory Authority s (ANRT) decision of February 4, 2015, sets the tariffs of the main services included in Maroc Telecom s unbundling offer (physical unbundling, virtual unbundling and fiber-optic link). In Gabon, mobile termination rates are lowered from XAF 30/min to XAF 18/min and asymmetric mobile termination rates no longer apply, with retroactive effect from January 1, 2015. March 2015 Maroc Telecom further develops its OTT services with the inclusion at the end of March 2015 of free calls using WhatsApp. In Gabon, a 3G/4G license is awarded to Gabon Telecom, which entered into force on March 2, 2015 and is valid for 10 years. April 2015 Maroc Telecom expands the Nomadis offer to the new Moov subsidiaries, enabling all Maroc Telecom group customers to use the roaming service at reduced rates across all of the Group s mobile networks. In Morocco, general guidelines were adopted by the government on April 10, 2015, for the ongoing development of the telecommunications sector by 2018. 4

In Morocco, a 20-year 4G license was awarded to Maroc Telecom on April 11, 2015, renewable for MAD 1 billion (including tax). Deadline expiration for customer identification imposed by the regulator and the launch of a call for tenders by the latter for the appointment of an auditing firm to perform a compliance audit of park management among operators. May 2015 Maroc Telecom launches the permanent quadruple top-up offer for prepaid mobile customers, replacing the double and triple top-up deals. In Mali, a decree is published on identification, stipulating that the sale of pre-activated SIM cards is to be prohibited from mid-august 2015, and that the identities of all subscribers must be registered within 12 months. June 2015 Maroc Telecom enhances its postpaid mobile offers with the addition of 20 hours of airtime and increased data volumes, ranging from 4 GB to 45 GB. Maroc Telecom launches two new unlimited mobile offers, with prices starting from MAD 199. Maroc Telecom reviews the structure of its MAD 50 and MAD 100 Pass Permanent tariffs, by adding more airtime, SMS messages and 3G internet. Maroc Telecom improves the ForfaiFix range for business and professional customers, with the addition of more than 20 hours of airtime to national and international landlines and mobiles in zones 1 and 2. In Niger, the tax on international calls increases from XOF 35/min to XOF 67.5/min with effect from June 1, 2015. In Mali, the TARTOP tax for accessing telecommunications networks is increased from 2% to 5%, and the tax base is expanded to total revenues. In Niger, operators promotions are limited to 2% of their volume of traffic. 5

1. CERTIFICATIONS 6

In this document, "Maroc Telecom" or the Company refers to the company Itissalat Al-Maghrib, and the Group refers to the group constituted by the Company and all of its directly and indirectly owned subsidiaries. 1.1 PERSON RESPONSIBLE FOR THE INTERIM REPORT Mr. Abdeslam Ahizoune Chairman of the Management Board 1.2 CERTIFICATION OF THE INTERIM REPORT I hereby attest, to my knowledge, that the condensed interim financial statements are established in accordance with applicable accounting standards and give a true and fair view of the income and financial position and results of the company and all of the consolidated companies, and that the interim management report gives a true and fair view of the significant events having occurred during the first six months of the year, and their impact on the condensed interim financial statements, the main related-party transactions as well as a description of the principal risks and uncertainties for the remaining six months of the year. Mr. Abdeslam Ahizoune Chairman of the Management Board 1.3 PERSONS RESPONSABLES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Statutory Auditors KPMG Maroc, represented by Mr. Fouad Lahgazi 11, avenue Bir Kacem, Souissi 10 100 Rabat, Morocco Mr. Lahgazi was first appointed by the general meeting of April 12, 2007. His current term, renewed in 2013 for three years, shall expire at the close of the ordinary shareholders meeting held to act on the financial statements for the year ending December 31, 2015. Mr. Abdelaziz Almechatt 83 avenue Hassan II 20100 Casablanca, Morocco Mr. Almechatt was first appointed in 1998, through the bylaws. His current term, renewed in 2011 and in 2014 for three years, shall expire at the close of the ordinary shareholders meeting held to act on the financial statements for the year ending December 31, 2016. 7

Statutory auditors report on financial reporting for the first half of 2015 Period from January 1 to June 30, 2015 To the Shareholders, In our capacity as statutory auditors and in accordance with the assignment given to us by you in your shareholders' meetings, we have: carried out a limited review of the summary consolidated financial statements of Itissalat Al-Maghrib (IAM) for the six-month period from January 1 to June 30, 2015 as enclosed with this report, and examined information provided in the interim report. The Management Board was responsible for the preparation of these summary first-half consolidated financial statements. Our responsibility is to express our conclusion on them based on our limited review. We have conducted our limited review in accordance with international standards on auditing. A limited review consists mainly of holding discussions with senior managers in charge of accounting and finance, and carrying out analysis work. This work is less extensive than that required by an audit according to international auditing standards. As a result, a limited review provides a moderate level of assurance, i.e. a lower level of assurance than that provided by an audit, that the financial statements as a whole are free of material misstatement. On the basis of our limited review, we have not seen any significant anomalies that would make any material aspect of the summary interim consolidated financial statements non-compliant with IAS 34 (IFRS standard relating to interim financial reporting, as adopted by the European Union). We have also examined comments contained in the interim report on the summary interim consolidated financial statements on which we carried out our limited review, in accordance with international auditing standards. We are satisfied that the information is presented fairly and corresponds to the summary consolidated half-year financial statements. July 22, 2015 The Statutory Auditors KPMG Fouad LAHGAZI Partner Abdelaziz ALMEHATT Abdelaziz ALMECHATT Partner 8

2. ACTIVITY REPORT FOR THE FIRST HALF OF 2015 9

2.1 DESCRIPTION OF ACTIVITIES IFRS in MAD millions H1-2014 H1-2015 change Change like for like (1) Revenue 14,564 16,583 +13.9% +0.0% EBITDA 8,034 8,413 +4.7% (0.8%) Margin (%) 55.2% 50.7% (4.4 pts) (0.5 pts) EBITA 5,460 5,351 (2,0%) (2.6%) Margin (%) 37.5% 32.3% (5.2 pts) (0.9 pt) Net income (Group share) 3,073 2,827 (8,0%) Margin (%) 21.1% 17.0% (4.1 pts) - CAPEX (2) 2,048 2,716 +32.6% - CAPEX / revenues 14.1% 16.4% +2.3 pts - CFFO 5,091 4,706 (7.5%) - Net Debt 9,564 15,125 +58.1% - Net Debt /EBITDA 0.6x 0.9x - - Customer base The Group's customer base totaled nearly 51 million at 30 June 2015, up 32% year-on-year following the consolidation of six new African subsidiaries into the consolidated Group since 26 January 2015. International subsidiaries posted significant growth in their customer bases, with an overall increase of 8.6%, on a like-for-like basis. Revenues As of 30 June 2015, Maroc Telecom group had consolidated revenues (3) of MAD 16, 583 million, up 13.9% compared to the first half of 2014, due to the consolidation of the six African subsidiaries into the consolidated Group. On a like-for-like basis (1) revenues were stable with a 2.0% decline of revenues in Morocco offset by a 5.3% increase in revenues of the international subsidiaries. Earnings from operations before depreciation and amortization In the first half of 2015, earnings from operations before depreciation and amortization (EBITDA) of the Maroc Telecom group amounted to MAD 8,413 million, up 4.7% (-0.8% on a like-for-like basis).this decrease on a like-for-like basis reflects the 4.1% decline in EBITDA in Morocco, which was partially offset by the 7.0% increase in EBITDA in the International subsidiaries. Despite the dilutive effect of the consolidation of the new African subsidiaries, the Group's EBITDA margin remained high at 50.7%, reflecting a 4.4 points decline from the margin in the first half of 2014 (-0.5 point like-for-like). Earnings from operations As of 30 June 2015, Maroc Telecom group had consolidated earnings from operations (4) (EBITA) of MAD 5,351 million, down 2.0% from the first half of 2014 (-2.6% on a like-for-like basis). This decline was related primarily to the decline in EBITDA and the increase in depreciation and amortization expenses (+2.4% on a like-for-like basis). Net income Share of the Group At end of June 2015, net income share of the Group was down 8.0% compared to the first half of the last year, owing to the business decline in Morocco and costs related to the acquisition of new subsidiaries, despite the increase in the contribution of African subsidiaries, which was up by 12.4% on a like-for-like basis. Cash Flow In the first half of 2015, cash flow from operations (CFFO (5) ) reached MAD 4,706 million, down 7.5% from the same period in 2014. This decline mainly reflects the payment of MAD910 million for the 4G license in Morocco and the upgrade of the associated spectrum. Excluding licenses and frequencies, Maroc Telecom s CFFO was up 10.3%, with the 62% increase of the CFFO from the International subsidiaries more than offsetting the 5.7% decline of the CFFO from Morocco. 10

At end of June 2015, the Maroc Telecom group s consolidated net debt (6) was MAD 15 billion, up 58% owing to a 12.7% increase in dividends paid to the shareholders of Maroc Telecom group entities and the EUR474 million acquisition of new subsidiaries from Etisalat on 26 January 2015. Despite these changes, net debt represents just 0.9 times the Group's annualized EBITDA. 2.1.1 Morocco IFRS en millions de MAD H1-2014 H1-2015 Variation Revenues 10,652 10,442 (2.0%) Mobile 7,748 7,157 (7.6%) Services 7,506 7,074 (5.8%) Equipement 243 83 (65.7%) Fixe 3,912 4,265 +9.0% Fixed-line Data* 982 1 082 +10.2% Elimination (1,008) -980 EBITDA 6,026 5,781 (4.1%) Margin (%) 56.6% 55.4% (1.2 pts) EBITA 4,234 3,961 (6.5%) Margin (%) 39.7% 37.9% (1.8 pts) CAPEX 1,310 1,993 +52.1% CAPEX / revenues 12.3% 19.1% +6.8 pt CFFO 3,880 2,749 (29.1%) *Fixed-line data include Internet, ADSL TV, and Data services to businesses In the first half of 2015, against a backdrop of sustained competition in Mobile, business in Morocco generated revenues of MAD 10,442 million, down 2.0%, impacted by a decrease in Mobile revenues (-7.6% y-o-y) in a market that continues to decline as a result of continued pressure on prices. This decrease was partially offset by the strong performance of Fixedline and Internet activities, which grew by 9.0% year-on-year. Earnings from operations before depreciation and amortisation (EBITDA) amounted to MAD 5, 781 million, down 4.1% from the first half of 2014. EBITDA margin was down 1.2 pt to 55.4%, thanks to controlled interconnection costs and 1.1% decrease in operating costs. Earnings from operations amounted to MAD3, 961 million, down 6.5% owing to the decline in EBITDA and a 1.6% increase in depreciation charges. EBITA margin was down by 1.8 pts, to 37.9%. In the first half of 2015, cash flow from operations in Morocco declined 29% to MAD 2, 749 million, following the payment of MAD910 million for the 4G license in Morocco and the upgrade of the associated spectrum. Excluding these items, the CFFO from business activities in Morocco was down 5.7%, reflecting the decrease in EBITDA and investments made for the launch of 4G. 11

2.1.1.1 Mobile Unit H1-2014 H1-2015 Variation Mobile Customer base (7) (000) 18,163 18,080 (0.5%) Prepaid (000) 16,710 16,519 (1.1%) Postpaid (000) 1,453 1,561 +7.4% o/w 3G internet (000) 3,855 5,448 +41.3% ARPU (8) (MAD/months) 66.9 63.5 (5.2%) Data as % of (9) (10) l ARPU (%) 18.4% 18.8% +3.7 pts As of 30 June 2015, Mobile customers (7) totalled over 18.0 million, a slight decline of 0.5% year-on-year. The 1.1% decline in the prepaid customer base due to the ban on the sale of pre-actived prepaid SIM cards imposed by the regulatory authorities was partially offset by the 7.4% increase in the number of post-paid customers taking advantage of enriched offers of calling time, SMS text and data across the entire plan range. Mobile revenues were down 7.6% in the first half of 2015 to MAD 7, 157 million. Mobile services revenues were down 5.8% compared to the same period in 2014, owing to persistent competitive pressure, a continued decline in prepaid and post-paid prices, and a drop in inbound international calls to Morocco. The combined ARPU (8) for the first six months of 2015 was MAD 63.5,down 5.2% compared to the same period in 2014 The boom in Data services continued to benefit Mobile revenues, representing around 19% of ARPU in the first half of 2015, thanks to the year-on-year increase of 41% in the 3G Internet (11) customer base. 12

2.1.1.2 Fixed line and Internet Unit H1-2014 H1-2015 Change Fixe line Fixes lines (000) 1,444 1,543 +6.8% Broadband access (12) (000) 923 1,068 +15.7% The Fixed-line customer base reached 1.5 million lines at end-june 2015, up 6.8%, driven by the Residential segment whose base grew by 9.9%. The DSL customer base, meanwhile, grew by 16% to 1.1 million subscriptions. Fixed-line and Internet activities in Morocco generated revenues of MAD 4,265 million during the first half of 2015, up 9.0% year-on-year. This performance was the result of sustained growth of the Fixed-line and Broadband customer bases and the development of the wholesale business into Africa. Fixed-line Data revenues continued to rise (up 10.2% year-on-year to MAD 1,082 million), supported by the growth of DSL (+16%) and VPN IP customers (+9.6%). 2.1.2 International 2.1.2.1 Financial indicators As of 26 January 2015, the date on which the subsidiaries acquisition was finalised, the International segment included new subsidiaries in the Ivory Coast, Benin, Togo, Gabon, Niger and the Central African Republic, as well as Prestige Telecom, which provides IT services to those entities. IFRS in millions of MAD H1-2014 H1-2015 Change Change like for like (1) Revenues 4,210 6,556 +55.7% +5.3% Incl. Mobile Services 3,501 5,836 +68.9% +7.7% EBITDA 2 008 2 632 +31,1% +7,0% Margin (%) 47.7% 40.1% -7.6 pts +1.0 pts EBITA 1,226 1,391 +13.5% +10.4% Margin (%) 29.1% 21.2% -7.9 pts +1.4 pts CAPEX 738 723-5.5% - CAPEX/ revenues 17.5% 11.0% -6.5 pts - CFFO 1,211 1,957 +61.5% - In the first half of 2015, the Group s International segment activities generated revenues of MAD 6,556 million, up 56% owing to the expansion of the consolidated Group, and 5.3% on a like-for-like basis. This positive performance was due to the sustained growth of 7.9% in revenues generated by the historical subsidiaries, (+8.2% at constant exchange rates) and to the gradual turnaround of the newly acquired subsidiaries, whose revenues increased 0.4% at constant exchange rates. By country, notable performances include the sustained strong growth in Benin and in Gabon Telecom, and the fast-paced growth in Burkina Faso, supported by the expanded offering and the improved quality of network services. Over the same period, earnings from operations before depreciation and amortisation (EBITDA) totalled MAD 2,632 million, up 31%. On a like-for-like basis, EBITDA rose 7.0%, thanks to the increase in the gross margin, attributable to reduced call termination rates in Gabon and Togo, and a limited increase in operating costs. Consolidation of the new African subsidiaries had a dilutive impact on the EBITDA margin, which declined 7.6 points to 40.1%. On a like-for-like basis, the EBITDA margin was up 1.0 point. Earnings from operations (EBITA) amounted to MAD 1,391 million, up 13.5% (up 10.4% on a like-for-like basis). The dilutive effect from the consolidation of the six African subsidiaries led to a 7.9 points decline in the operating margin, which stood at 21.2%. On a like-for-like basis, the operating margin improved by 1.4 point. 13

Cash flow from operations (CFFO) in the International segment rose 62% year-on-year, to MAD 1,957 million. This performance was mainly due to the 31% increase in the CFFO of the historical subsidiaries and the positive contribution of the new subsidiaries, whose significant capital expenditure will start materialising in the second half of 2015. 2.1.2.2 Operational Indicators IFRS en millions de MAD Mobile Customer base (7) (000) Unité H1-2014 H1-2015 Change at constant exchange rate (4) Mauritania 1,877 2,133 +13.6% Burkina Faso 5,394 6,381 +18.3% Gabon Telecom 1,083 1,038 (4.2%) Mali 9,164 9,554 +4.2% Ivory Cost - 4,431 +6.4% Benin - 2,996 +12.2% Togo - 2,008 +11.9% Moov Gabon - 421 (14.0%) Niger - 647 +5.5% Central African Republic - 132 +8.2% ARPU (8) (MAD/month) Mauritania 62.9 71.0 +12.8% Burkina Faso 32.1 28.6 (10.9%) Gabon Telecom 82.1 85.4 +4.1% Mali 21.0 19.7 (6.4%) Ivory Cost - 34.1 +1.2% Benin - 37.5 (3.2%) Togo - 35.5 2.9% Moov Gabon - 82.2 +64.4% Niger - 52.5 3.5% Central African Republic - 34.2 (8.0%) Fixed Customer base (000) Mauritania 43 44 +3.2% Burkina Faso 86 79 (7.4%) Gabon Telecom 20 18 (8.9%) Mali 120 134 +11.5% Broadband access Customer base (12) (000) Mauritania 8 9 +18.5% Burkina Faso 18 15 (14.4%) Gabon Telecom 11 10 (8.4%) Mali 53 56 +6.7% 14

2.2 RELATED-PARTY TRANSACTIONS Under Articles 95 et seq. of Moroccan Act 17-95 relating to public limited-liability companies (sociétés anonymes), as amended and supplemented by Act 20-05, any agreement entered into between the Company and a member of the Management or Supervisory Boards, or between the Company and any shareholder holding directly or indirectly more than 5% of the share capital and voting rights, shall require prior authorization by the Supervisory Board. The same conditions shall also apply to agreements entered into between the Company and another enterprise, if any member of the Management or Supervisory Boards is owner, partner (with unlimited liability), manager, director, managing director, or member of the enterprise s Management or Supervisory Boards. Regulated agreements concluded during the first half of fiscal year 2015 and the agreements entered into in prior years and whose execution continued during the first half of fiscal year 2015 are presented below. 2.2.1 Related-party transactions concluded in the first half of 2015 None. 2.2.2 Related-party transactions concluded in prior years that remained effective in 2015 Technical services agreement with Etisalat In May 2014, Maroc Telecom signed a service agreement with Emirates Telecommunications Corporation (Etisalat), under which the latter is to provide Maroc Telecom, at its request, directly or indirectly, with technical support services, particularly in the following areas: digital media, insurance, and financial ratings. These services may be performed by expatriate staff. On May 14, 2014, Etisalat became the principal shareholder of Maroc Telecom via SPT. Agreement with the Moroccan Royal Federation of Track and Field (FRMA) The agreement between Maroc Telecom and FRMA, of which Mr. Ahizoune is also chairman, expired in July 2012. At its meeting on July 23, 2012, the Supervisory Board authorized the renewal of the agreement for the period from July 1, 2012, to June 30, 2014, in the amount of MAD6 million per annum, in addition to the FRMA chairman s travel and business expenses. At its meeting on July 18, 2014, the Supervisory Board authorized the renewal of this agreement for the period from September 1, 2014 to September 1, 2017, for an annual amount of MAD4 million. This includes support from Maroc Telecom for the Mohammed VI Athletics Meeting, in addition to the FRMA chairman s travel and business expenses. Agreement with Sotelma In 2009, Sotelma and Maroc Telecom signed an agreement under which Maroc Telecom provides it with technical support and services. Maroc Telecom is a majority shareholder of Sotelma. Members of the Corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. Agreement with Onatel In September 2007, Onatel and Maroc Telecom signed an agreement under which Maroc Telecom provides it with services in the following areas: strategy and business development, organization, networks, marketing, finance, procurement, human resources, information systems, and regulatory affairs. These services are performed mainly by expatriate employees. Maroc Telecom is a majority shareholder of Onatel. Members of the corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. Agreement with Gabon Telecom In September 2007, Gabon Télécom and Maroc Telecom signed an agreement under which Maroc Telecom provides it with services in the following areas: strategy and business development, organization, networks, marketing, finance, procurement, human resources, information systems, and regulatory affairs. 15

These services are performed mainly by expatriate employees. Maroc Telecom is a majority shareholder of Gabon Telecom. Members of the corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. Agreement with Mauritel In 2001, Mauritel SA and Maroc Telecom signed an agreement under which Maroc Telecom provides it with technical support and services and sells it equipment. Maroc Telecom is a majority shareholder of Mauritel. Members of the corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. Agreement with Casanet In 2003, Maroc Telecom signed several agreements with its subsidiary Casanet. The purpose of these is, inter alia, to keep Maroc Telecom s Menera website operational and to provide mobile web hosting and development services for Maroc Telecom s websites. Maroc Telecom is a majority shareholder of Casanet. Members of the corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. Casanet current-account advance Maroc Telecom decided to delegate its business directories operation to Casanet, a subsidiary. At its meeting on December 4, 2007, the Supervisory Board authorized the Company to cover the necessary investment costs, financed via advances paid into a non-interest-bearing current account. Maroc Telecom is a majority shareholder of Casanet. Members of the corporate bodies common to both parties are: Larbi Guedira, Oussama El Rifai and Hassan Rachad. 2.2.3 Agreements signed by Etisalat Group, taken over by the Company, and still in effect in the first half of fiscal year 2015 Trademark License Agreements Concurrent with the acquisition of the subsidiaries of Etisalat Group in West Africa and Central Africa, Maroc Telecom acquired the Moov and No Limit Trademarks owned by Etisalat Group and the License Agreements relating thereto. As from January 26, 2015, Maroc Telecom became the majority shareholder of Atlantique Telecom Côte d Ivoire, Etisalat Bénin, Atlantique Telecom Togo, Atlantique Telecom Niger, Atlantique Telecom Gabon and Atlantique Telecom Centrafrique. Members of the corporate bodies common to both parties are Larbi GUEDIRA and Oussama EL RIFAI for Atlantique Telecom Côte d'ivoire and Hassan RACHAD for Atlantique Telecom Togo. Technical Support Contracts Concurrent with the acquisition of the subsidiaries of Etisalat Group in West Africa and Central Africa, Maroc Telecom acquired the Technical Support Contracts signed between those companies and Etisalat Group. As from January 26, 2015, Maroc Telecom became the majority shareholder of Atlantique Telecom Côte d Ivoire, Etisalat Bénin, Atlantique Telecom Togo, Atlantique Telecom Niger, Atlantique Telecom Gabon and Atlantique Telecom Centrafrique. Members of the corporate bodies common to both parties are Larbi GUEDIRA and Oussama EL RIFAI for Atlantique Telecom Côte d'ivoire and Hassan RACHAD for Atlantique Telecom Togo. 16

2.3 RECENT DEVELOPMENT AND OUTLOOK FOR GROWTH 2.4.1 Recent changes Launch of 4G+ services in Morocco: On July 13, 2015 Maroc Telecom launched the 4G+ service in Morocco, with a deployment which is expected to rapidly ensure coverage of all provincial headquarter towns, and of the highway and railway routes and the major roads. Maroc Telecom s 4G+ service is delivered without needing to change the SIM card, without any additional cost and without any change of contract for customers. The service is activated automatically and transparently for customers. 4G+, the most advanced version of the fourth generation, allows connection speeds of up to 225 Mbps. Maroc Telecom paid MAD833 million, before tax, and before spectrum redevelopment costs (MAD77 million, before tax) for its 4G license, guaranteeing it the best frequencies. Renouvellement de la licence 2G de Mauritel : On July 2015, Mauritel renewed its 2G license for another 10 years for a fixed price of 10 billion Mauritanian Ouguiyas (301 million Moroccan Dirhams) and a variable annual charge amounting to 2.5% of 2G sales for the entire duration of the license. 2.4.2 Outlook for growth This section contains information regarding the Company s objectives for fiscal-year 2015. The Company warns potential investors that these forward-looking statements are dependent on circumstances and events that are expected to occur in the future. These statements do not reflect historical Data and should not be considered as guarantees that the facts and Data mentioned will occur or that the objectives will be achieved. Because of their uncertain nature, these objectives may not be achieved, and the assumptions on which they are based may prove to be erroneous. Investors are encouraged to consider that some of the risks described in section 3.4, Risk factors, of the 2014 Registration Document may affect the Company s business and its ability to achieve its objectives (see also section 5.3, Market outlook, of the 2014 Registration Document). On the basis of recent market trends, and insofar as no extraordinary event disrupts its business activity, Maroc Telecom Group forecast for 2015 following the integration of the new African subsidiaries: à savoir Stable revenues, on a like-for-like basis (1) ; Slight decline in EBITDA, on a like-for-like basis (1) ; CAPEX of approximately 20% of revenues, excluding frequencies and licenses. 17

Notes : (1) The comparable basis illustrates the effects of the consolidation of the 6 newly acquired subsidiaries as if it actually occurred on January 26, 2014, and the fact that a constant MAD/Mauritanian Ouguiya/CFA franc exchange rate was maintained. (2) CAPEX corresponds to the acquisitions of tangible and intangible assets accounted for over the period. (3) Mauritel, Onatel, Gabon Telecom, Sotelma and Casanet are consolidated in the accounts of Maroc Telecom, as well as the new African subsidiaries in Ivory Coast, Benin, Togo, Gabon, Niger, the Central African Republic and Prestige Telecom, which provides IT services to the new subsidiaries, from January 26, 2015, the acquisition date. (4) EBITA corresponds to operating earnings before amortization of the intangible assets related to business combinations, impairment of goodwill and other intangible assets related to financial investing operations and operations with shareholders (except when they are directly recognized as shareholders equity). (5) CFFO includes net cash flows from operations before taxes, as presented in the cash flow statement, as well as dividends from equity affiliates and unconsolidated holdings. It also includes net industrial investments, which correspond to net cash withdrawals related to acquisitions and disposals of tangible and intangible assets. (6) Borrowings and other current and noncurrent liabilities less cash and cash equivalents, including cash held in escrow for bank loans. (7) The active customer base comprises prepaid customers who have issued or received a voice call (paid or free of charge) or received SMS/MMS or who have used data services during the past three months, and Postpaid customers whose accounts were not terminated. (8) ARPU is defined as revenues (generated by inbound and outbound calls and by data services) net of promotional offers, excluding roaming and equipment sales, divided by the average customer base for the period. In this instance, blended ARPU combines both prepaid and postpaid segments. (9) Mobile-data revenues include revenues from all non-voice services billed (SMS, MMS, mobile internet, etc.), including the value of 3Ginternet access and SMS included in all Maroc Telecom postpaid rate plans and Jawal Pass. (10) 2014 data were restated in Q1 2015, following a change in the valuation method of bundled prepaid offers, which is now based on consumed traffic instead of granted traffic. (11) The active-customer base for mobile 3G internet includes holders of a postpaid subscription agreement (with or without a voice offer) and holders of a prepaid internet subscription who have made at least one top-up during the past three months or whose top-up is still valid, and who have used the service during this period. (12) The broadband customer base includes ADSL access and leased lines in Morocco, and also includes the CDMA base for the historical subsidiaries. (13) Maintaining a constant exchange rate between the MAD, the Mauritanian ouguiya and the CFA Franc. 18

3. FINANCIAL REPORT 19

INANCIAL DATA The table below sets out a selection of the Maroc Telecom group's consolidated financial Data. This selection of financial Data is taken from the Group's consolidated financial statements, which were prepared according to IFRSs (International Financial Reporting Standards) and which were subject to a limited review by the statutory auditors Mr Abdelaziz Almechatt and KPMG Maroc, represented by Fouad Lahgazi. CONSOLIDATED FINANCIAL DATA IN MOROCCAN DIRHAMS INCOME STATEMENT FOR THE FIRST-HALVES OF 2015 AND 2014 (In millions of MAD) H1-2014 H1-2015 Consolidates revenues 14,564 16,583 Operating expenses 9,103 11,232 Earnings from operations 5,460 5,352 Earnings from continuing operations 5,441 5,333 Earnings for the period 3,477 3,294 Earnings attributable to equity holders of the parents 3,073 2,827 Earnings per share (in MAD) 3.5 3.2 Diluted earnings per share (in MAD) 3.5 3.2 BALANCE SHEET Assets (in millions of MAD) 12/31/2014 06/30/2015 Noncurrent assets 35,286 42,327 Current assets 10,539 13,865 Total assets 45,824 56,192 SHAREHOLDERS equity and liabilities (in millions of MAD) 31/12/2014 30/06/2015 Share capital 5,275 5,275 Equity attributable to equity holders of the parents 15,884 12,407 Minority interests 4,278 3,806 Total shareholders equity 20,163 16,213 Noncurrent liabilities 893 4,604 Current liabilities 24,768 35,375 Total shareholders equity and liabilities 45,824 56,192 CONSOLIDATED SCOPE Mauritel Maroc Telecom holds 51.5% since April 12th, 2001 of the voting rights of Mauritel S.A., the incumbent operator in Mauritania and operator of a fixed-line and mobile telecommunications network. Mauritel S.A. is owned by the holding company Compagnie Mauritanienne de Communications (CMC), in which Maroc Telecom holds an 80% equity interest that consequently gives it a 41.2% interest in Mauritel S.A. Mauritel has been fully consolidated by Maroc Telecom since July 1, 2004. Onatel On December 29, 2006, Maroc Telecom acquired 51% of the capital of the Burkina Faso operator Onatel, and 100% of its mobile subsidiary, Telmob. Onatel has been fully consolidated by Maroc Telecom since January 1, 2007. The merger of Onatel and Telmob, its mobile subsidiary, has been completed. Postmerger financial statements were prepared for FY 2011, with retroactive effect for FY 2010. 20

Gabon Telecom On February 9, 2007, Maroc Telecom acquired 51% of the capital of Gabon Telecom and 100% of its mobile subsidiary, Libertis. Gabon Telecom has been fully consolidated by Maroc Telecom since March 1, 2007. The merger of Gabon Telecom and Libertis, its mobile subsidiary, has been completed. Postmerger financial statements have been prepared for FY 2012, with retroactive effect for FY 2011. Sotelma On July 31, 2009, Maroc Telecom acquired a 51% stake in Mali s incumbent operator, Sotelma. Sotelma has been fully consolidated by Maroc Telecom since August 1, 2009. Casanet Casanet is a Moroccan Internet provider established in 1995. In 2008, the company became a 100% subsidiary of Maroc Telecom and expands its activities by specializing in information engineering. Casanet has been fully consolidated by Maroc Telecom since January 1, 2011. Nouvelles acquisitions 2015 In January 2015, Maroc Telecom finalized the acquisition of the subsidiaries of Etisalat in Benin, Côte d Ivoire, Gabon, Niger, the Central African Republic and Togo. This acquisition also included Prestige Telecom, which provides IT services on behalf of Etisalat's subsidiaries in those countries. These new subsidiaries have been consolidated since 26 January 2015. The final transaction price was 474 million, corresponding to the buyout of Etisalat s interest in these operators as well as to the redemption by Maroc Telecom of shareholder loans. Other non-consolidated investments Other non-consolidated investments of Maroc Telecom include interests in ArabSat, MT FLY, company that focuses on the operation of aircraft for the transport of passengers or goods, Medi1 TV and other minority shareholdings. Investments in which Maroc Telecom does not directly or indirectly exercises exclusive control, joint control or significant influence and investments, the importance attached to the consolidated accounts is not significant, are not consolidated and are accounted for in "Non-current financial assets". 21

3.2 INCOME STATEMENT AND FINANCIAL POSITION The following table sets out data regarding Maroc Telecom s consolidated income statement for the first-halves of 2015 and 2014 : (in millions of MAD) Note H1-2014 H1-2015 Revenues 7 14,564 16,583 Cost of purchases (2,251) (2,943) Payroll costs (1,402) (1,620) Taxes and duties (825) (1,076) Other operating income and expenses (1,951) (2,490) Net depreciation, amortization and provisions (2,674) (3,103) Earnings from operations 5,460 5,352 Other income and charges from ordinary activities (19) (18) Earnings from continuing operations 5,441 5,333 Income from cash and cash equivalents 5 9 Gross borrowings costs (152) (178) Net borrowing costs (148) (169) Other financial income (expense) (7) (147) Net financial income (expense) (155) (316) Income tax expense 6 (1,810) (1 724) Net earnings 3,477 3 294 Exchange gain or loss from foreign activities (34) (93) Other income and expenses 4 0 Total comprehensive income for the period 3,446 3,201 Net earnings 3,477 3,294 Attributable to equity holders of the parents 3,073 2,827 Minority interests 404 467 Total comprehensive income for the period 3,446 3,201 Attributable to equity holders of the parents 3,057 2,782 Minority interests 390 419 EARNINGS PER SHARE H1-2014 H1-2015 Net earnings - group share (in millions of MAD) 3,073 2,827 Numbers of shares at June 30 879,095,340 879 095 340 Earnings per share (in MAD) 3.5 3.2 Diluted earnings per share (in MAD) 3.5 3.2 22

The various items of Maroc Telecom s consolidated income statement and their changes during the periods under consideration are summarized in the following table. COMPARAISON OF THE FIRST-HALVES OF 2015 AND 2014 Revenues The following table shows the breakdown of revenues for the first-halves of 2015 and 2014. (In millions of MAD) H1-2014 H1-2015 Morocco 10,652 10,442 International 4,210 6,556 Eliminations (297) (415) Total consolidated revenues 14,564 16,583 As of 30 June 2015, Maroc Telecom group had consolidated revenues of MAD 16, 583 million, up 13.9% compared to the first half of 2014, due to the consolidation of the six African subsidiaries into the consolidated Group. On a like-for-like basis revenues were stable with a 2.0% decline of revenues in Morocco offset by a 5.3% increase in revenues of the international subsidiaries. Operating expenses The following table shows operating expenses for the first-halves of 2015 and 2014. (In millions of MAD) H1-2014 H1-2015 Revenues 14,564 16,583 Cost of purchases 2,251 2,943 % 15.5% 17.7% Payroll costs 1,402 1,620 % 9.6% 9.8% Taxes and duties 825 1,076 % 5.7% 6.5% Other operating income (expenses) 1,951 2,490 % 13.4% 15.0% Net depreciation, amortization, impairment and provisions 2,674 3,103 % 18.4% 18.7% Total operating expenses 9,103 11,232 % 62.5% 67.7% Cost of purchases In the first half of 2015 compared to the first half of 2014, Group purchases for own use increased from MAD2,251 million to MAD2,943 million, an increase of 30.7%. This increase is mainly due to higher interconnection costs in Morocco and abroad., and expanding the scope to new subsidiaries. Payroll costs In the first half of 2015 compared to the first half of 2014, Group personnel expenses were up 15.5% (+MAD218 million) due to the consolidation of the new subsidiaries. Taxes and duties In the first half of 2015 compared to the first half of 2014, taxes and duties increased by 30.42% to MAD1,076 million. This is mainly explained by the integration of taxes of subsidiaries acquired since January 26, 2015. 23

Other operating income (expenses) In the first half of 2015 compared to the first half of 2014, other operating income and expenses increased by 27.63% to MAD2,490 million. This variation is mainly due to higher rental expenses and maintenance costs and maintenance to international, as well as the effect of the new operators acquired in late January 2015. Net charge to depreciation, amortization, impairment and provisions Net allocations to amortization, impairment and provisions increased by 16.04%. This change was due mainly to the consolidation of the new subsidiaries and partly to the amortization of network facilities related to major investments made in recent years. Earnings from operations The Group's consolidated earnings from operations as of June 30, 2015 amounted to MAD5,352 million, down 2% compared to the first half of 2014 (-2.6% on a comparable basis). This decrease was due mainly to the decline in business in Morocco and the consolidation of the new subsidiaries. Net financial income (expense) In the first half of 2015 compared to the first half of 2014, financial income was MAD155 million compared to MAD316 million, due to the increase in net debt, as well as registration charges and fees relating to the acquisition of new subsidiaries. Income tax expense In the first half of 2015 compared to the first half of 2014, income tax expense was down 4.75%, following a drop in pre-tax profit versus the first half of 2014. Net earnings Consolidated net income (Group share) stood at 2,827 million dirhams in the first half 2015, down 8% compared to the first half of 2014. Minority interests Minority interests, reflecting the interests of shareholders other than Morocco Telecom in results of consolidated entities are 467 million dirhams in the first half 2015, against 404 million dirhams in the first half of 2014. Net earnings (Group share) At end of June 2015, net income share of the Group was down 8.0% compared to the first half of the last year, owing to the business decline in Morocco and costs related to the acquisition of new subsidiaries, despite the increase in the contribution of African subsidiaries, which was up by 12.4% on a like-for-like basis. Earnings (per share) Earnings per share amounted to MAD3.2 in the first half of 2015, against MAD3.5 in the first half of 2014. Cash and cash equivalents The Group's main resource is the cash generated by its operating activities. 24

Statement of cash flows The following table summarizes Maroc Telecom s consolidated cash flows for the specified periods. (In millions of MAD) H1-2014 H1-2015 Net cash from operating activities (a) 5,863 6,606 Net cash used in investing activities (b) (2,627) (5,274) Net cash used in financing activities (c) (3,541) (919) Foreign currency translation adjustments (d) 5 (21) Change in cash and cash equivalents (a)+(b)+(c)+(d) (300) 392 Cash and cash equivalents at beginning of period 1,084 1,259 Cash and cash equivalents at end of period 785 1,652 Net cash from operating activities At June 30, 2015, net cash flow from operating activities amounted to MAD6,606 million, against MAD5,863 million at June 30, 2014, an increase of 12.7%. This change was due mainly to lower taxes paid of MAD200 million and to the improvement of the change in working capital requirement, i.e., MAD224 million. Net cash used investing activities Net cash flows used in investing activities increased significantly to 2,647 million dirhams at 30 June 2015 mainly due to the acquisition of new subsidiaries Morocco Telecom to 2,179 million dirhams and increased investment volume of 947 million dirhams. Net cash used in financing activities At June 30, 2015, net cash used in financing activities was up 74% compared to the first half of 2014 due to the introduction of new long-term borrowings and short-term compensated by the amount of dividends distributed to shareholders of the group. 25

Property, plant, equipment and intangible assets The following table sets out Maroc Telecom s capital expenditure by segment for the periods specified. (En millions de MAD) H1-2014 H1-2015 Morocco 1,310 1 994 International 738 723 Total 2,048 2 717 The Group generated in the first half 2015 investments of 2,717 million dirhams, up sharply by 32.67% compared to the first half of 2014, including 4G license and spectrum refarming in the amount of 910 million dirhams and new 4G + equipment for Morocco. Investment in Morocco Investments in Morocco, have experienced a sharp rise 52.21%, from 1,310 million dirhams to 1,994 dirhams million, due to a difference from 2014 in the annual calendar of deployments, and accelerating the deployment of 4G + in Morocco during the 1st half of 2015. International Investment Investments made by the sub-saharan subsidiaries in the first half 2015 were down slightly (-2.03%) compared to the 1st half of 2014%, with 723 million dirhams. Financial ressources In the first half of 2015, Maroc Telecom Group s net debt amounted to MAD15,125 million against MAD5,366 million at end-december 2014. (In millions of MAD) 12/31/2014 06/30/2015 Outstanding debt and accrued interests (a) 6,631 16,795 Cash*(b) 1,259 1,652 Cash held for repayment of bank loans (c) 5 18 Net debt (b) + (c) - (a) (5,366) (15,125) *Marketable securities are considered as cash equivalents when they are for no more than three months. 26

3.3 CONSOLIDATED FINANCIAL STATEMENT AND NOTES CONSOLIDATES STATEMENT OF FINANCIAL POSITION AT JUNE 30, 2015 AND AT DECEMBER 31, 2014 ASSETS (in millions of MAD) Note 12/31/2014 06/30/2015 Goodwill 6,796 8,573 Other intangible assets 2,958 5,192 Property, plant and equipment 25,135 28,018 Noncurrent financial assets 293 25 342 311 Deferred tax assets 104 203 Noncurrent assets 25 311 35,286 42,327 Inventories 400 483 Trade accounts receivable and other 8,713 11,486 25 311 Short-term financial assets 112 189 Cash and cash equivalents 4 1,259 1,652 Assets available for sale 55 55 Current assets 10,539 13,865 TOTAL ASSETS 45,824 56,192 SHAREHOLDERS EQUITY AND LIABILITIES (in millions of MAD) 31/12/2014 30/06/2015 Share capital 5,275 5,275 Retained earnings 4,760 4,305 Net earnings 5,850 2,827 Equity attributable to equity holders of the parents 15,884 12,407 Minority interests 4,278 3,806 Total shareholders equity 20,163 16,213 Noncurrent provisions 366 457 Borrowings and other long-term financial liabilities 4 325 4,008 Deferred tax liabilities 203 139 Other noncurrent liabilities 0 0 Noncurrent liabilities 893 4,604 Trade accounts payable 17,429 21,253 Current tax liabilities 461 522 Current provisions 572 794 Borrowings and other short-term financial liabilities 6,307 12,806 Current liabilities 24,768 35,375 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 45,824 56,192 27

CONSOLIDATES STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTH PERIOD ENDED JUNE 30 OF 2015 (In millions of MAD) Note H1-2014 H1-2015 Consolidated revenues 7 14,564 16,583 Cost of purchases (2,251) (2,943) Payroll costs (1,402) (1,620) Taxes and duties (825) (1,076) Other operating income and expenses (1,951) (2,490) Net depreciation, amortization and provisions (2,674) (3,103) Earnings from operations 5,460 5,352 Other operating income and expenses from ordinary activities (19) (18) Earnings from continuing operations 5,441 5,333 Income from cash and cash equivalents 5 9 Gross borrowing costs (152) (178) Net borrowing costs (148) (169) Other financial income (expense) (7) (147) Net financial income (expense) (155) (316) Income tax expense 6 (1,810) (1,724) Net earnings 3,477 3,294 Exchange gain or loss from foreign activities (34) (93) Other income and expenses 4 0 Total comprehensive income for the period 3,446 3,201 Net earnings 3,477 3,294 Attributable to equity holders of the parents 3,073 2,827 Minority interests 404 467 Total comprehensive income for the period 3,446 3,201 Attributable to the equity holders of the parents 3,057 2,782 Minority interests 390 419 Earnings per share S1-2014 S1-2015 Earnings Attributable to the equity holders of the parents (in millions of MAD) 3,073 2,827 Number of shares outstanding as of June 30 879,095,340 879 095 340 Earnings per share (in MAD) 3.5 3.2 Diluted earnings per share (in MAD) 3.5 3.2 28

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FIRST HALVES OF 2015 AND 2014 (In millions of MAD) Note H1-2014 H1-2015 Earnings from operations 5,460 5,352 Depreciations, depreciation and other adjustments 2,674 3,101 Gross cash from operating activities 8,134 8,453 Other changes in net working capital (427) (203) Net cash from operating activities before taxes 7,706 8,250 Tax paid (1,844) (1,644) Net cash from operating activities (a) 5,863 6,606 Purchase of PP&E and intangible assets (2,607) (3 554) Increase in financial assets (25) (1 729) Disposals of PP&E and intangible assets 0 1 Decrease in financial assets 1 4 Dividends received from nonconsolidated investments 3 3 Net cash used in investing activities (b) (2,627) (5,274) Capital increase 0 0 Dividends paid to shareholders 3 (5,037) (5,793) Dividends paid by subsidiaries to their noncontrolling interests (765) (748) Changes in equity (5,801) (6 541) Borrowings and increase in other long-term financial liabilities 172 1,341 Borrowings and increase in other short-term financial liabilities 2,239 4,608 Changes in net current accounts 0 0 Net interests paid (Cash only) (148) (172) Other cash expenses (income) used in financing activities (3) (154) Changes in borrowings and other financial liabilities 2,261 5,622 Net cash used in financing activities (d) (3,541) (919) Effect of foreign currency adjustments (g) 5 21 Total cash flows (a+b+d+g) (300) 392 Cash and cash equivalents at beginning of period 1,084 1,259 Cash and cash equivalents at end of period 785 1,652 29