Obligation Morocque 3.5% ( XS1079233810 ) en EUR

Morocque

100 % ▲

Maroc

XS1079233810 ( en EUR )

3.5% par an ( paiement annuel )

18/06/2024 - Obligation échue

Prospectus brochure de l'obligation Morocco XS1079233810 en EUR 3.5%, échue

100 000 EUR

1 000 000 000 EUR

Le Maroc est un pays d'Afrique du Nord, bordé par l'océan Atlantique et la mer Méditerranée, réputé pour sa riche histoire, sa culture vibrante, ses paysages variés et ses villes impériales millénaires.

L'Obligation émise par Morocque ( Maroc ) , en EUR, avec le code ISIN XS1079233810, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/06/2024

THE KINGDOM OF MOROCCO
1,000,000,000 3.5% Notes due 2024
Issue Price: 98.337%
The 1,000,000,000 3.5% Notes due 2024 (the "Notes") issued by the Kingdom of Morocco (the "Issuer", the "Kingdom" or
"Morocco") will, unless previously redeemed or cancelled, be redeemed at their principal amount on 19 June 2024. See "Terms and
Conditions of the Notes--5. Redemption, Purchase and Cancellation".
The Notes will bear interest from and including 19 June 2014 at the rate of 3.5% per annum payable annually in arrear on 19 June in each
year. The first payment of interest on the Notes will be made on 19 June 2015 for the period from, and including, 19 June 2014 to, but
excluding, 19 June 2015. Payments on the Notes will be made in Euros without deduction for, or on account of, any Moroccan
withholding taxes unless such deduction or withholding is required by law, in which case the Issuer will pay additional amounts in
respect of such taxes, subject to certain exceptions as set forth in "Terms and Conditions of the Notes--7. Taxation" and "Taxation".
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS
PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS PROSPECTUS.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
This prospectus (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended by
Directive 2010/73/EU (the "Prospectus Directive"). Application has been made to the Commission de Surveillance du Secteur Financier
(the "CSSF") in its capacity as competent authority, under the law of 10 July 2005 on prospectuses for securities implementing the
Prospectus Directive in the Grand Duchy of Luxembourg (the "Law on Prospectuses for Securities"), to approve this document as a
prospectus. The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of
the Issuer in accordance with Article 7(7) of the Law on Prospectuses for Securities. Application has also been made to the Luxembourg
Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market (the "Market") and to
be listed on the Official List of the Luxembourg Stock Exchange (the "Official List"). References in this Prospectus to the Notes being
"listed" (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading
on the Market. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. There is
no assurance that a trading market in the Notes will develop or be maintained.
The Notes will be offered and sold in registered form and in denominations of 100,000 and any amount in excess thereof that is an
integral multiple of 1,000. The Notes will be represented by beneficial interests in a global note (the "Global Note") in registered form
without interest coupons, which will be registered on or around 19 June 2014 (the "Closing Date") in the name of BNP Paribas
Securities Services, Luxembourg Branch, acting as common depositary on behalf of Euroclear Bank SA/NV, ("Euroclear") and
Clearstream Banking, société anonyme, ("Clearstream, Luxembourg"). Beneficial interests in the Global Note will be shown on, and
transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their respective
participants. The Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form.
See "Provisions Relating to the Notes in Global Form".
Long-term foreign-currency debt of the Kingdom is currently rated BBB- with a stable outlook by Standard & Poor's Credit Market
Services Europe Limited ("S&P") and BBB- with a stable outlook by Fitch Ratings Limited ("Fitch"). The Notes are expected to be
rated BBB- by each of S&P and Fitch. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension, reduction or withdrawal at any time by the assigning rating organisation. The credit ratings included or referred to in this
Prospectus will be treated for the purposes of Regulation (EC) 1060/2009 on credit rating agencies (the "CRA Regulation") as having
been issued by S&P and Fitch, respectively. Each of S&P and Fitch is established in the European Union (the "EU") and is registered
under the CRA Regulation. As such, each of S&P and Fitch is included in the latest update of the list of registered credit rating agencies
published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the CRA Regulation as at the date of this Prospectus. Any change in the rating of the Notes could
adversely affect the price that a purchaser will be willing to pay for the Notes. See "Risk Factors--Risks Relating to the Kingdom--The
Kingdom's Credit Rating".
Joint Lead Managers
BNP PARIBAS
COMMERZBANK
NATIXIS
The date of this Prospectus is 18 June 2014.

RESPONSIBILITY STATEMENT
The Kingdom accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Kingdom (having taken all reasonable care to ensure that such is the case), the information contained in
this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the
Kingdom are honestly held by the Kingdom, have been reached after considering all relevant circumstances and are
based on reasonable assumptions.
Information included herein that is identified as being derived from information published by the Kingdom or one of its
agencies or instrumentalities is included herein on the authority of such publication as a public official document of the
Kingdom. All other information herein with respect to Morocco is included herein as a public official statement made
on the authority of the Ministry of Economy and Finance.
IMPORTANT NOTICE
No person has been authorised to give any information or to make any representation other than as contained in this
Prospectus in connection with the offering of the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer or the Joint Lead Managers (as defined in "Subscription and
Sale"). Neither the delivery of this Prospectus nor any offer or sale of the Notes made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of the
Issuer since the date hereof. The Joint Lead Managers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Notes or to advise any investor in Notes of any information coming to their
attention. This Prospectus may only be used for the purpose for which it has been published.
The Joint Lead Managers have not separately verified the information contained in this Prospectus. Accordingly, no
representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by
the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other
information provided by the Issuer in connection with the Notes or their distribution.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Kingdom or the Joint Lead Managers that any recipient of this Prospectus should purchase any
of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Kingdom. Neither this Prospectus
nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the
Kingdom or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply
that the information contained herein concerning the Kingdom is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Notes is correct as of any time subsequent to the date
indicated in the document containing the same.
This Prospectus does not constitute an offer to sell or an offer to buy in any jurisdiction to any person to whom it is
unlawful to make the offer or solicitation in such jurisdiction, nor does this Prospectus constitute an offer or an
invitation to subscribe for or purchase any Notes and it should not be considered as a recommendation by the Issuer or
any Joint Lead Manager that any recipient of this Prospectus should subscribe for or purchase any Notes. The
distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to
inform themselves about and to observe any such restrictions. None of the Issuer or the Joint Lead Managers makes any
representation to any recipient of this Prospectus regarding the legality of an investment in the Notes by such recipient
under applicable investment or similar laws. Each investor should consult with its own advisers as to the legal, tax,
business, financial and related aspects of its purchase of the Notes. For a description of certain restrictions on offers,
sales and deliveries of Notes, see "Subscription and Sale" and "Transfer Restrictions".
The Notes have not been registered with, recommended by or approved or disapproved by the U.S. Securities
and Exchange Commission or any other securities commission or other regulatory authority in the United States,
nor have the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or approved
this Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
i

IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILISING MANAGER")
(OR ANY PERSON ACTING FOR THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT
A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE NOTES AND 60 DAYS AFTER THE DATE OF THE INITIAL ALLOTMENT OF THE NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Prospectus may only be offered
in registered form to existing account holders and accredited investors as defined by the Central Bank of Bahrain
("CBB") in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 (or
equivalent in other currencies).
This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the
Central Bank and Financial Institutions Law 2006 (Decree Law 64 of 2006). The offering documents have not been
and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold or made the
subject of an invitation for subscription or purchase nor will this Prospectus or any other related document or material
be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly,
to persons in the Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the prospectus or related offering documents, and it has not in any
way considered the merits of the Notes to be offered for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information
contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the content of this Prospectus.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Kingdom is a sovereign state. Consequently, it may be difficult for investors to obtain or rely upon judgments
against the Kingdom in courts outside Morocco or in a jurisdiction to which the Kingdom has not explicitly submitted.
In addition, a substantial portion of the assets of the Kingdom is located outside of England and Wales. As a result, it
may not be possible for investors to enforce judgments obtained in courts located in England and Wales or elsewhere
against the Kingdom. The Kingdom has irrevocably appointed the Ambassador of the Kingdom to the Court of
St. James's as its authorised agent for the service of process in England and Wales.
The Kingdom has irrevocably submitted to the non-exclusive jurisdiction of the courts of England and Wales for
purposes of any suit, action or proceeding arising out of or relating to the Notes (a "Related Proceeding"). The
Kingdom has also irrevocably agreed that all claims in respect of any Related Proceeding may be heard and determined
in the courts of England and Wales. The Kingdom has irrevocably waived the defence of an inconvenient forum to the
maintenance of any Related Proceeding whether on grounds of venue, residence or domicile. See "Terms and
Conditions of the Notes--18. Jurisdiction".
There may be insufficient assets of the Kingdom located outside of Morocco to satisfy in whole or part any judgment
obtained from a court in England and Wales relating to amounts owing under the Notes. If investors were to seek
enforcement of such a judgment in Morocco or to bring proceedings in relation to the Notes in Morocco, then certain
limitations would apply.
ii

The enforcement of foreign judgments in Morocco is governed by the relevant provisions of the Moroccan Code of
Civil Procedure. Under those provisions, a judgment obtained in any English court would be recognised and enforced
by the courts in Morocco without reconsideration of its merits provided that the foreign judgment satisfies the following
additional conditions:
(i)
the foreign judgment must have been issued by a court competent to do so under the law of the relevant
country;
(ii)
the foreign judgment must be final and enforceable in the country in which it was rendered, and the foreign
judgment must not be based on documents subsequently deemed or found to be untrue and must not contain
contradictory terms;
(iii)
the defendant must have been properly served with legal process with respect to the proceeding in which the
foreign judgment was rendered and due process must have been observed in connection with the proceeding,
and no party to the litigation must have failed to deliver to the court material documents relating to the dispute
and the defence rights of each party have been preserved;
(iv)
the foreign judgment must not be contrary to Moroccan public policy;
(v)
a final judgment in the same case between the same parties must not have been rendered by a Moroccan court;
and
(vi)
no action commenced prior to the relevant foreign proceeding may be pending with respect to the same subject
matter and between the same parties before the Moroccan courts.
Prospective investors in Notes should be aware that, pursuant to Moroccan law, the Kingdom's properties and assets,
including, inter alia, commercial assets of the Kingdom, located in the Kingdom are immune from execution,
attachment or other legal or judicial process, and, in any Related Proceeding brought in Moroccan courts against the
Kingdom or brought in those courts to enforce or seek recognition of a judgment obtained outside Morocco, the
Kingdom's waiver of immunity referred to above would not be given effect. Investors should therefore be aware that
the waiver of immunity is likely to be ineffective in respect of the attachment of assets and properties located in the
Kingdom.
See "Risk Factors--Risks Relating to the Kingdom--Jurisdiction and Sovereign Immunity".
FORWARD-LOOKING STATEMENTS
This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-
looking statements can be identified by the use of forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "projects", "expects", "intends", "may", "will", "seeks" or "should" or, in each case, their
negative or other variations or comparable terminology, or in relation to discussions of strategy, plans, objectives, goals,
future events or intentions. These forward-looking statements include matters that are not historical facts. They appear
in a number of places throughout this Prospectus and include statements regarding the Kingdom's current intentions,
plans, estimates, assumptions, programmes, beliefs or expectations.
These statements are not historical facts, but are based on the Kingdom's current plans, estimates, assumptions and
projections. Future events may differ materially from those expressed or implied by such forward-looking statements.
Therefore, prospective investors should not place undue reliance on them. Forward-looking statements speak only as of
the date they are made, and the Kingdom undertakes no obligation to update any of them in light of new information or
future events. Forward-looking statements involve inherent risks. The Kingdom cautions prospective investors that
many factors could affect the future performance of the Moroccan economy.
A number of factors could cause future results to differ materially from those expressed in any forward-looking
statements made herein, including:

political and economic conditions in Morocco;

the impact of changes in the international prices of commodities, in particular, commodities that benefit
from subsidies, such as oil products and cereals;

the budget deficit;
iii

the increasing level of public debt;

net international reserves;

the Eurozone crisis;

the global financial crisis;

the impact of events in the region, such as the events of the Arab Spring;

the impact of the climate, in particular, rainfall, on agriculture;

terrorism; and

the impact of changes in the credit ratings of Morocco.
See "Risk Factors" for a discussion of these factors.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise stated, all annual information, including budgetary information, is based on calendar years. Certain
figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same
category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures, which precede them. It should be noted that certain historic data set out herein
may be subject to amendment as a result of more accurate and updated information becoming available. Statistical
information reported herein has been derived from official publications of, and information supplied by, a number of
agencies of the Kingdom, including the Haut Commissariat au Plan (the "HCP") and the Ministère de l'Economie et
des Finances (the "Ministry of Economy and Finance"), as well as Bank Al-Maghrib, Morocco's central bank ("Bank
Al-Maghrib") and the Office des Changes. Some statistical information has also been derived from information made
publicly-available by the World Bank. Certain historical statistical information contained herein is based on estimates
that the Kingdom or its agencies believe to be based on reasonable assumptions.
Statistics are maintained by these sources in Dirhams, U.S. Dollars or Euros, as applicable. Certain statistics recorded in
currencies other than Dirhams have been converted into Dirhams at the exchange rates indicated in this Prospectus.
Similar statistics may be obtained from other sources, although the underlying assumptions and methodology, and
consequently the resulting data, may vary from source to source. Although every effort has been made to include in this
Prospectus the most reliable and the most consistently presented data, no assurance can be given that such data were
compiled or prepared on a basis consistent with international standards. However, as far as the Government of the
Kingdom of Morocco is aware and is able to ascertain from the information published by these entities, the information
has been accurately reproduced and no facts have been omitted which would render the reproduced information
inaccurate or misleading. Where third-party information has been used in this Prospectus, the source of such
information has been identified.
See "Risk Factors--Risks Relating to the Kingdom--Statistics".
Review and Adjustment of Statistics
The Kingdom's official financial and economic statistics are subject to review as part of a regular confirmation process.
Accordingly, financial and economic information may differ from previously published figures and may be
subsequently adjusted or revised. Certain of the information and data contained in this Prospectus for all or part of the
fiscal year 2013 and interim periods in 2014 are preliminary and subject to further adjustment or revision. While the
Government does not expect revisions to be material, no assurance can be given that material changes will not be made.
Data Dissemination
The Kingdom is a subscriber to the International Monetary Fund's ("IMF") Special Data Dissemination Standard (the
"SDDS"), which is designed to improve the timeliness and quality of information of subscribing member countries. The
SDDS requires subscribing member countries to provide schedules indicating, in advance, the date on which data will
be released, the so-called "Advance Release Calendar". For Morocco, precise dates or "no-later-than dates" for the
release of data under the SDDS are disseminated no later than three months in advance through the Advance Release
Calendar, which is published on the Internet under the IMF's Dissemination Standards Bulletin Board. Summary
iv

methodologies of all metadata to enhance transparency of statistical compilation are also provided on the Internet under
the IMF's Dissemination Standard Bulletin Board.
The website is http://dsbb.imf.org/Applications/web/sddscountrycategorylist/?strcode=MAR. The website and any
information on it are not part of this Prospectus.
Definitions
All references in this Prospectus to the "Government" and to the "Parliament" are to the central government of the
Kingdom and to the Parliament of the Kingdom, respectively.
References in this Prospectus to "to "Dirhams" and "Dh" refer to the currency of Morocco; references to "Euros" and
"" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union; and
references to "U.S. Dollars" and "U.S.$" are to the currency of the United States.
Gross Domestic Product ("GDP") is a measure of the total value of final products and services produced in a country.
"Nominal GDP" measures the total value of final production in current prices. "Real GDP" measures the total value of
final production in constant prices, thus allowing historical GDP comparisons that exclude the effect of inflation. For
the purposes of this Prospectus, Real GDP figures are calculated by reference to previous year prices. Unless otherwise
stated, references in this Prospectus to "GDP" are to Real GDP figures.
EXCHANGE RATE HISTORY
For ease of presentation, certain financial information included herein is presented as translated into Euros and U.S.
Dollars. As at 30 May 2014, the closing exchange rates, expressed as an average of the selling and buying rate as
quoted by Bank Al-Maghrib were 1 = Dh 11.21 and U.S.$1 = Dh 8.23.
The following tables set forth the exchange rate history for the periods indicated, expressed in Dirhams per Euro and
Dirhams per U.S. Dollar, respectively, and not adjusted for inflation, as published by Bank Al-Maghrib.
Dirham to Euro Exchange Rate History
Low
High
Average
Period End
(Dirhams per 1.00)
2014 (up to and including 30 April 2014).................
11.190
11.280
11.225
11.243
2013 ..........................................................................
11.077
11.236
11.158
11.231
2012 ..........................................................................
10.964
11.182
11.091
11.148
2011 ..........................................................................
11.096
11.384
11.250
11.106
2010 ..........................................................................
10.934
11.339
11.151
11.171
2009 ..........................................................................
11.033
11.405
11.249
11.316
2008 ..........................................................................
11.026
11.509
11.353
11.246
______________
Source: Bank Al-Maghrib.
Dirham to U.S. Dollar Exchange Rate History
Low
High
Average
Period End
(Dirhams per U.S.$1.00)
2014 (up to and including 30 April 2014).................
8.069
8.290
8.174
8.109
2013 ..........................................................................
8.122
8.677
8.399
8.151
2012 ..........................................................................
8.319
9.064
8.627
8.435
2011 ..........................................................................
7.626
8.611
8.085
8.577
2010 ..........................................................................
7.781
9.163
8.424
8.357
2009 ..........................................................................
7.556
8.824
8.089
7.860
2008 ..........................................................................
7.202
8.851
7.783
8.098
_____________
Source: Bank Al-Maghrib.
v

The rates in the above tables may differ from the actual rates used in the preparation of the information appearing in this
Prospectus. The inclusion of these exchange rates is not meant to suggest that any amount of the currencies specified
above has been, or could be, converted into the applicable currency at the rates indicated or at any other rate.
vi

TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................................ 1
OVERVIEW....................................................................................................................................................................... 9
USE OF PROCEEDS ....................................................................................................................................................... 14
DESCRIPTION OF THE KINGDOM OF MOROCCO .................................................................................................. 15
THE MOROCCAN ECONOMY ..................................................................................................................................... 25
EXTERNAL SECTOR..................................................................................................................................................... 42
MONETARY AND FINANCIAL SYSTEM................................................................................................................... 55
PUBLIC FINANCE.......................................................................................................................................................... 66
PUBLIC DEBT................................................................................................................................................................. 72
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................. 82
PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM............................................................................... 90
TAXATION...................................................................................................................................................................... 92
SUBSCRIPTION AND SALE ......................................................................................................................................... 94
GENERAL INFORMATION........................................................................................................................................... 98
vii

RISK FACTORS
The purchase of Notes involves substantial risks and is suitable only for, and should be made only by, investors that are
fully familiar with the Kingdom in general and that have such other knowledge and experience in financial and business
matters as may enable them to evaluate the risks and the merits of an investment in the Notes. Prior to making an
investment decision, prospective investors should consider carefully, in light of their own financial circumstances and
investment objectives, all the information set forth herein and, in particular, the risk factors set forth below.
The Kingdom believes that the risk factors described below represent the principal risks in relation to the Kingdom and
the Notes. Prospective investors should, however, note that there may be additional risks and uncertainties that the
Kingdom currently considers immaterial or of which the Kingdom is currently unaware, and any of these risks and
uncertainties could have similar effects as those set forth below or other adverse effects. Prospective purchasers of
Notes should make such inquiries as they think appropriate regarding the Kingdom and the Notes without relying on
the Kingdom or the Joint Lead Managers.
Risks Relating to the Kingdom
Political Risks
Concurrent with the events around the Arab World known as the "Arab Spring", predominantly peaceful
demonstrations occurred in a number of Moroccan cities commencing on 20 February 2011, which led to the
development of the 20 February Movement (the "20 February Movement"). In response to the calls for reform of the
20 February Movement, on 9 March 2011, King Mohamed VI announced a plan to reform the constitution and
established an advisory committee to propose constitutional reforms. The new Constitution (the "2011 Constitution")
was subsequently approved by a vote of the Moroccan people in a referendum on 1 July 2011. Since the approval of the
2011 Constitution, there have been further demonstrations, including in May 2012, calling for the implementation of
economic and further constitutional reforms, as well as more recent demonstrations calling for measures to reduce
unemployment. There can be no assurance that further demonstrations or political protests will not take place. Such
events could directly or indirectly affect Morocco and its economy.
Under the 2011 Constitution, the legislative branch consists of a bicameral Parliament, the House of Representatives
and the House of Counsellors. Legislative elections, which were brought forward from 2012 following the adoption of
the 2011 Constitution, last took place in November 2011. These elections resulted in the Parti de la Justice et du
Développement (the "PJD"), a moderate Islamist party, gaining the largest number of seats in Parliament and replacing
the Parti de l'Istiqlal (the Party of Independence) as the largest parliamentary party. The Parti de l'Istiqlal and two
other parties joined the PJD as part of a coalition Government, which was formed in early January 2012 following a
confidence vote of Parliament in respect of the coalition Government's programme.
On 9 July 2013, six Ministers belonging to the Parti de l'Istiqlal resigned from the Government following the
announcement of the party's National Council in May 2013 of the party's intention to leave the Government on the
basis of disagreements with certain social and economic policies of the Government. The Parti de l'Istiqlal
subsequently joined the opposition. On 10 October 2013, changes to the composition of the Government were
announced, with Mr Benkirane remaining the Head of Government and the PJD retaining 12 portfolios. As part of the
reshuffle, the Rassemblement National des Indépendants, the third-largest party in Parliament and formerly in
opposition, joined the Government coalition and took up eight portfolios. The groups forming a majority in Parliament,
which are represented in the reshuffled Government, have reconfirmed the main pillars of the Government's
programme. The Head of Government is expected to submit the priorities of the Government for the remaining portion
of its term to Parliament during its current session. There can be no assurance that the Government's programme or its
current priorities within the scope of its programme, including any proposed political, economic and social reforms, will
be implemented. Any failure of the Government to so implement its programme, in whole or in part, may lead to a
deterioration of general economic and political conditions in the Kingdom.
The 2011 Constitution requires the passage of 18 organic laws to implement various constitutional reforms. A number
of the organic laws will require further implementing regulations and rule making. Thus far, six organic laws have been
adopted by Parliament and been signed into law, four others are under various stages of consideration and five are being
prepared. Although the organic laws in effect prior to the adoption of the 2011 Constitution pertaining to 14 existing
public institutions and bodies remain in place until replaced by new organic laws, there remains a degree of legal
uncertainty in the Kingdom, and any failure to adopt the remaining organic laws implementing the reforms set out in the
2011 Constitution may lead to a deterioration of political conditions in the Kingdom.
1

Since 1975, Morocco has been involved in a territorial conflict involving the Western Sahara, a region in the south.
Morocco has long asserted sovereignty over the territory and, ever since Spain's agreement in 1975 to withdraw from
the Western Sahara and to cede the territory to Morocco, the Popular Front for the Liberation of Saguia el Hamra and
Rio de Oro (the "Polisario Front") has, at times, waged a violent campaign of resistance against Morocco with the
logistical and diplomatic support of the Algerian government. In 1991, the United Nations arranged a ceasefire between
Morocco and the Polisario Front, with the intention of holding a referendum on self-determination under the supervision
of the United Nations Mission for the Referendum in Western Sahara ("MINURSO"). The referendum has been
postponed several times due to disputes over who is qualified to be registered to vote. Although the ceasefire remains in
place, any renewal of violence in the region may require a greater military presence, and the costs associated with such
a presence have in the past affected and may in the future affect in a materially adverse manner the Government's
finances.
Economic Risk
Over the last decade, successive governments have embarked upon an adjustment programme designed to remedy past
structural imbalances of the country's economic and fiscal situation and have generally adopted tight fiscal and
monetary policies, liberalised foreign trade, deregulated sectors of the economy and privatised various state-owned
enterprises. These policies, however, have at times been moderated by (i) a concern over their effect on socially-
vulnerable groups, (ii) political developments, particularly strikes in the private and public sector and (iii) the need to
respond to the global financial crisis, which commenced in 2007, and the ongoing crisis in the Eurozone. In response,
the Government has adopted an economic reform programme, which includes reform of the subsidy system.
Overall, despite the implementation of a wide range of economic reforms to date, Morocco's economic performance has
in the past been hampered by its large public sector, vulnerability of agricultural production to drought, reliance on
exports of phosphates and phosphate derivatives and unemployment (which was 9.2% in 2013, although youth
unemployment was 19.3%). In recent years, the Moroccan economy has experienced uneven growth, with Real GDP
growth of 4.8% in 2009, 3.6% in 2010, 5.0% in 2011, 2.7% in 2012 and 4.4% in 2013. In addition, in 2011 and 2012,
the Government increased its spending on fuel and food subsidies, although such spending has since declined following
reforms enacted by the Government in 2013, and introduced a public sector wage increase. In the absence of adequate
reform or further reform, as the case may be, the cost of such expenditures may continue to put pressure on the budget.
There can be no assurance that these reforms will be successful or that the Government will not face social resistance to
the implementation of these reforms. A failure to introduce or implement these reforms, in full or in part, could have a
material adverse impact on the Kingdom, its economy and its budget deficit and, consequently, the public debt.
Morocco's current account deficit was 4.5% of GDP in 2010, 8.0% in 2011, 9.8% in 2012 and 7.6% in 2013. Since
2007, the current account deficit has been financed, at least in part, by increased borrowing. If the current account
deficit is not reduced, further levels of borrowing will be needed to finance the deficit, which could negatively affect the
Kingdom's economy.
The Moroccan economy remains vulnerable to external shocks, including events part of, or similar to, the Arab Spring,
the global financial crisis and the Eurozone crisis, as well as to increased international commodity prices. A continued
decline in the economic growth of, or receipt of remittances from, the Kingdom's major trading partners, such as France,
Spain or the United States, as a result of such external shocks, could have a material adverse impact on the Kingdom's
balance of trade and adversely affect the Kingdom's economic growth.
There can be no assurance that any crises such as those described above or similar events will not negatively affect
investor confidence in emerging markets or the economies of the principal countries in the EU or the Middle East and
Northern Africa region, including the Kingdom. In addition, there can be no assurance that these events will not
adversely affect the Kingdom's economy and its ability to raise capital in the external debt markets in the future.
Subsidies
The Government subsidises the costs of a number of products, such as petrol, diesel, butane, sugar and wheat. The
Government has begun to reform its subsidies policies in order to reduce the cost of the subsidies system while
maintaining the purchasing power of Moroccans and improving the competitiveness of the Moroccan economy. As a
result of these reforms, the Government spent Dh 41.6 billion on subsidies (equivalent to 4.8% of GDP) in 2013, which
represented a decrease of Dh 13.3 billion, or 24.2%, as compared to 2012 levels (which were equivalent to 6.6% of
GDP). Although the Government's reforms of its subsidies policies have resulted in savings and the Government is
considering further such reforms, the cost to the Government of subsidies remains linked to international commodity
prices, particularly crude oil and cereal prices. When crude oil and cereal prices rise, most of the resulting costs are
borne by the Government. If the costs of subsidies rise, or the Government is not successful in further reforming the
subsidy system, it could have a material adverse effect on the Kingdom's budget deficit and economy. In addition, there
have been sporadic demonstrations calling for a return to the Government's previous subsidies policies. If such
2