Obligation MorocCo 2% ( XS2239829216 ) en EUR

MorocCo

89.3 % ▼

Maroc

XS2239829216 ( en EUR )

2% par an ( paiement annuel )

29/09/2030

Prospectus brochure de l'obligation Morocco XS2239829216 en EUR 2%, échéance 29/09/2030

30/03/2026 ( Dans 268 jours )

Le Maroc est un pays d'Afrique du Nord bordé par l'océan Atlantique, la mer Méditerranée et l'Algérie, connu pour sa culture diversifiée berbère et arabe, son climat varié allant du désert au littoral, et son histoire riche marquée par des influences romaines, françaises et musulmanes.

L'Obligation émise par MorocCo ( Maroc ) , en EUR, avec le code ISIN XS2239829216, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/09/2030

THE KINGDOM OF MOROCCO
500,000,000 1.375% Notes due 2026
Issue price: 99.374%
500,000,000 2.000% Notes due 2030
Issue price: 98.434%
The 500,000,000 1.375% Notes due 2026 (the "2026 Notes") and the 500,000,000 2.000% Notes due 2030 (the "2030 Notes" and, together with the 2026
Notes, the "Notes") to be issued by the Kingdom of Morocco (the "Issuer", the "Kingdom" or "Morocco"), will mature on 30 March 2026, in respect of the
2026 Notes, and 30 September 2030, in respect of the 2030 Notes, and, unless previously purchased and cancelled, will be redeemed at their principal amount
on that date. See "Terms and Conditions of the Notes--5. Redemption, Purchase and Cancellation".
The 2026 Notes wil bear interest from and including 30 September 2020 (the "Issue Date") at a rate of 1.375% per annum payable annually in arrear on 30
March in each year commencing on 30 March 2021. The 2030 Notes will bear interest from and including the Issue Date at a rate of 2.000% per annum payable
annually in arrear on 30 March in each year commencing on 30 March 2021. Payments on the Notes will be made in Euros without deduction for, or on account
of, any Moroccan withholding taxes, unless the 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. SEE "RISK FACTORS"
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S. state securities
laws and are being offered and sold in the United States only to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities
Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective
purchasers that are QIBs are hereby notified that the seller of Notes may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A (such Notes so offered and sold, the "Rule 144A Notes"). In addition, Notes are being offered outside the United States in
reliance on Regulation S under the Securities Act ("Regulation S", such Notes so offered and sold, the "Regulation S Notes"). Transfers of Notes are
subject to the restrictions described under "Transfer Restrictions".
This prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority under
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation and has been
drawn up in accordance with Article 6(4) of the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality
of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives
no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer. Application has 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 admit ed to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the
purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II"). There is no
assurance that a trading market in the Notes will develop or be maintained. The Issuer also intends to apply for the Notes to be listed and admitted to trading on
the regulated market of the London Stock Exchange plc, together with an admission to trading on the Market of the Luxembourg Stock Exchange. See
"Notification to Competent Authority in Other EEA Member States".
This Prospectus is valid for 12 months from its date. The obligation of the Issuer to supplement this Prospectus in the event of a significant new factor,
material mistake or material inaccuracy will cease to apply once the Notes have been admitted to the Market and at the latest when the Prospectus is
no longer valid.
The Notes will be offered and sold in registered form in denominations of 100,000 and any amount in excess thereof that is an integral multiple of 1,000. The
Regulation S Notes will be represented by beneficial interests in an unrestricted global note certificate (the "Regulation S Global Note") and the Rule 144A
Notes will initially be represented by a restricted global note certificate (the "Rule 144A Global Note" and, together with the Regulation S Global Note, the
"Global Notes"), in each case, in registered form without interest coupons attached, which will, in each case, be registered in the name of a nominee for, and
shall be deposited on or about the Issue Date with a common depositary for, Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg"). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear
and Clearstream, Luxembourg and their participants. See "Clearing and Settlement Arrangements". Except as described herein, definitive registered certificates
evidencing holdings of Notes issued in exchange for beneficial interests in the Global Notes will be available only in certain limited circumstances. 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 S&P Global Ratings Europe Limited ("S&P") and BBB- with
a negative 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 of 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

Barclays
BNP Paribas
J.P. Morgan
NATIXIS
The date of this Prospectus is 28 September 2020.

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 the Kingdom is included herein as a public official statement made
on the authority of the Ministry of Economy, Finance and Administration Reform.
NOTIFICATION TO COMPETENT AUTHORITY IN
OTHER EEA MEMBER STATES
The Issuer intends to request that the CSSF provide the competent authority in the United Kingdom with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation (the
"Notification").
Following provision of the Notification, the Issuer intends to apply for the Notes to be listed and admitted to trading on
the regulated market of the London Stock Exchange plc, together with an admission to trading on the Market of the
Luxembourg Stock Exchange. The Issuer intends for the Notes to be listed on the London Stock Exchange with effect
from the business day that is on or around two business days following the Issue Date.
IMPORTANT NOTICE
This Prospectus comprises a prospectus for the purpose of the Prospectus Regulation and for the purpose of giving
information with regard to the Kingdom and the Notes, which, according to the particular nature of the Kingdom and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, fiscal position, and
prospects of the Kingdom.
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. 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.
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.
To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of
this Prospectus or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in
connection with the Kingdom or the issue and offering of the Notes or accept any responsibility for any act or omission
of the Kingdom or any other person (other than the relevant Joint Lead Manager) in connection with the issue and offering
of the Notes. The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or contract or
otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any such statement.
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.
i

Each potential investor in the Notes must make its own assessment as to the suitability of investing in the Notes. In
particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of
investing in such Notes and the information contained in this Prospectus;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the Notes and the impact that such Notes will have on its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
where the currency for principal or interest payments is different from the potential investor's currency;

understand thoroughly the terms of the Notes and be familiar with the financial markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
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. The Kingdom expressly does not undertake to update this Prospectus or any of the
information contained herein.
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 Note. This Prospectus 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.
The Issuer and the Joint Lead Managers reserve the right to reject any offer to purchase Notes, in whole or in part, for
any reason. This Prospectus does not constitute an offer to any person in the United States, other than any QIB to whom
an offer has been made directly by one of the Joint Lead Managers or its U.S. broker-dealer affiliate. Distribution of this
Prospectus to any person within the United States, other than any QIB and those persons, if any, retained to advise such
QIB with respect thereto, is unauthorised, and any disclosure without the prior written consent of the Issuer of any of its
contents to any person within the United States, other than any QIB and those persons, if any, retained to advise such
QIB, is prohibited.
MiFID II product governance / Professional investors and ECPs only target market Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA and UK retail investors The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic
ii

Area ("EEA") or in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Notification under Section 309b(1)(C) of the Securities and Futures Act (Chapter 289) of Singapore - In connection
with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time-to-
time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1)
of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendation on Investment Products).
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS, AS STABILISING MANAGER (THE
"STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF 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 ALLOTMENT OF SUCH NOTES. ANY STABILISATION ACTION OR OVER
ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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--
19. 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.
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

(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 order or relate to the application of Moroccan tax
laws;
(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 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 external factors, such as:

the impact of the COVID-19 virus on national, regional and global economies;

regional security concerns in the Middle East and North Africa ("MENA"), including the spil over effect of
conflicts in Libya, Syria and Iraq and the potential increase in terrorist activity in the region;

economic conditions in Morocco's major trading partners, in particular any economic slowdown in the EU,
and host countries of Moroccans resident abroad (referred to as "MREs");

the impact of the lower oil price environment, including, inter alia, with respect to the level of remittances
from MREs;

interest rates in financial markets outside of Morocco;

the impact of changes in the credit ratings of Morocco;

the impact of changes in the international prices of commodities, in particular natural gas and other
commodities that benefit from subsidies; and
iv

the decisions of international financial institutions regarding the terms of their financial assistance to Morocco
and the funding of new or existing projects over the life of the Notes,
as well as internal factors, such as:

the Government's response to, and the impact on the Government's finances from, the COVID19 virus;

general economic and business conditions in Morocco;

present and future exchange rates of the Dirham;

foreign currency reserves;

natural disasters and outbreaks of disease;

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

terrorism;

the level of domestic debt;

domestic inflation;

the ability of the Kingdom to implement economic reforms;

the levels of foreign direct and portfolio investment; and

the levels of Moroccan domestic interest rates.
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, des Finances et de
la Réforme de l'Administration (the "Ministry of Economy, Finance and Administration Reform"), 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 and the International Monetary Fund (the
"IMF"). 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 (the "Government") 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".
v

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 2019
and interim periods in 2020 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 IMF's 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 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 https://dsbb.imf.org/sdds/country/MAR/category. The website and any information on it are not part of
this Prospectus.
Definitions
References in this Prospectus 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 U.S. Dollars and
Euros. As at 1 September 2020, the closing transfer exchange rates, expressed as an average of the selling and buying rate
as quoted by Bank Al-Maghrib, were U.S.$1 = Dh 9.111 and 1 = Dh 10.919.
The following tables set forth the exchange rate history for the periods indicated, expressed in Dirhams per U.S. Dollar
and Dirhams per Euro, respectively, and not adjusted for inflation, as published by Bank Al-Maghrib.
Dirham to U.S. Dollar Exchange Rate History

Low
High
Average
Period End

(Dirhams per U.S.$1.00)

2020 (up to and including 1 September 2020) ......
9.111
10.310
9.685
9.111
2019 ................................ ....... ..... ............. ... ...
9.462
9.747
9.616
9.593
2018 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
9.125
9.607
9.383
9.566
2017 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
9.301
10.185
9.697
9.330
2016 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
9.549
10.199
9.804
10.096
2015 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
9.104
10.122
9.766
9.906
_____________
Source: Bank Al-Maghrib.
vi

Dirham to Euro Exchange Rate History

Low
High
Average
Period End

(Dirhams per 1.00)

2020 (up to and including 1 September 2020) ......
10.511
11.183
10.807
10.919
2019 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
10.601
12.943
10.769
10.765
2018 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
10.770
11.398
11.091
10.953
2017 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
10.583
11.208
10.927
11.187
2016 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
10.572
11.031
10.851
10.645
2015 ..... ..... ....... ..... ....... ..... ....... ..... ............. ..
10.653
11.069
10.829
10.780
______________
Source: Bank Al-Maghrib.
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.
vii

TABLE OF CONTENTS
Page
RISK FACTORS ..... ...... .... . . ... ...... ...... ........... . . ... ...... ........... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... . . ... .... 1
OVERVIEW . ...... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... . . ... ...... .... . . ..... .... ...... . ..... ...... 10
USE OF PROCEEDS . . . .... ...... .... . . ..... .... ...... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... ....... ...... .... ...... ...... . . 16
RESPONSE TO COVID-19 ... .... . . ..... .... ...... ....... ...... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... . ......... . ..... .. 17
DESCRIPTION OF THE KINGDOM OF MOROCCO . . ... ...... ...... . ......... . ..... ...... .... ...... . ..... ...... .... ...... . ..... .. 22
THE MOROCCAN ECONOMY . ..... ...... ........... . . ... ...... ........... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... . . ... .. 33
EXTERNAL SECTOR ... . ..... .... . . ......... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... ....... .. 57
MONETARY AND FINANCIAL SYSTEM .... .... . . ..... .... ...... . ..... ...... .... ...... . . ... ...... .... . . ... . .... . . ... ...... ...... 71
PUBLIC FINANCE . ... . . ... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... ........... . ..... ...... .... ...... . ..... ...... .... ...... . . .. 86
PUBLIC DEBT . . .... ...... ........... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... . ................ . ..... .... ...... ...... . ..... .... . ... 93
TERMS AND CONDITIONS OF THE NOTES ... . . ..... .... ...... . . ... ...... .... . . ... . .... . . ... ...... .... . . ..... .... ...... . . 103
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . ...... ...... . ..... .... ...... ...... . ......... . ..... 118
CLEARING AND SETTLEMENT ARRANGEMENTS . ...... ....... ...... .... ...... ....... ...... .... ...... .... . . ..... .... ...... . . 120
TRANSFER RESTRICTIONS ... ...... . ..... .... ...... ...... . ..... .... ...... ...... . ..... .... . .... . . ... ...... .... . . ..... .... ...... . ..... 122
TAXATION ..... ....... ...... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... ........... . ..... ...... .... ...... . ..... ...... .... ...... . .. 124
SUBSCRIPTION AND SALE . ..... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... .... 129
GENERAL INFORMATION ..... .... . .... . . ... ...... ...... . ..... .... ...... ...... ........... . ..... ...... .... ...... . . ... ...... .... . . ..... . 133

viii

RISK FACTORS
Before making an investment decision, prospective investors should carefully review the specific risk factors described
below, in addition to the other information contained in this Prospectus. The Kingdom believes that the following factors
may affect the Kingdom's ability to fulfil its obligations under the Notes. The Kingdom's results, financial condition and
prospects could be materially affected by each of these risks presented. Also, other risks and uncertainties not described
herein could affect the Kingdom's ability to fulfil its obligations under the Notes. Additional risks and uncertainties not
presently known to the Kingdom, or that the Kingdom currently believes are immaterial, could impair the ability of the
Kingdom to fulfil its obligations under the Notes. Certain other matters regarding the operations of the Kingdom that
should be considered before making an investment in the Notes are set out in other sections of this Prospectus. In this
Prospectus, the most material risk factors have been presented at the beginning in each category. The order of
presentation of the remaining risk factors in each category in this Prospectus is not intended to be an indication of the
probability of their occurrence or of their potential effect on the Kingdom's ability to fulfil its obligations under the Notes.
Risks Relating to the Kingdom
COVID-19 Virus
Since the outset of the COVID-19 virus crisis, the Government and Bank Al-Mahgrib have introduced a number of
policies aimed at responding to the spread of the virus, as well as financial measures aimed at mitigating the potential
economic impact of the crisis. See "Response to COVID-19". Restrictions have been placed on travel, public transport
and public gatherings, and prolonged closures of workplaces have been required. The crisis is likely to impact all sectors
of the Kingdom's economy, and there can be no assurance as to when the various economic sectors will return to pre-
crisis levels of activity.In addition, no prediction can be made as to the scope or the scale of systemic changes to the
Kingdom's economy that could result from the crisis.
The crisis has also produced an increase in unemployment, the scale of which remains unclear. Should unemployment
not return to pre-crisis levels, there may be social dislocation and unrest. In addition, it cannot be determined what impact
the crisis will have on inflation and other macro-economic indicators.
The emergence of the COVID-19 virus poses a new risk to the fiscal position of the Kingdom and has already led to
significant volatility in financial markets, lower oil prices, reduced global liquidity and trade, lower activity in tourism
and export-related industries such as automotive and aerospace, which are key sectors of the Kingdom's economy, and
the potential for lower economic growth both regionally and globally, which will, in turn, affect the Kingdom, for the
most part negatively. Given the uncertainty of the lasting effect of the COVID-19 virus crisis and the Kingdom's measures
to mitigate its effects, the financial impact on the Kingdom's economy cannot be determined, but the Government expects
the impact to be significant and adverse.
Economic Risk
Over the last 15 years, successive governments have embarked upon an adjustment programme designed to remedy past
structural imbalances of the Kingdom'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
deteriorating economic conditions in the Kingdom's key trading partners, including the EU. In response, the Government
has adopted an economic reform programme, which includes targets to increase the average economic growth rate, reduce
the fiscal deficit, reduce public debt, reduce inflation and reduce the unemployment rate.
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 (with the total unemployment rate being 9.2% in 2019, and
youth unemployment (persons aged between 15 to 24 years) being 24.9%). In recent years, the Moroccan economy has
experienced uneven growth, with Real GDP growth of 4.5% in 2015, 1.1% in 2016, 4.2% in 2017, 3.1% in 2018 and 2.5%
in 2019. Credit ratings agencies have commented that the Kingdom's GDP per capita (which, at current prices, was
Dh 28,950 in 2015, Dh 29,380 in 2016, Dh 30,320 in 2017, Dh 31,473 in 2018 and Dh 32,349 in 2019) is lower than that
of similar rated sovereigns.
Morocco's current account deficit was 2.1% of GDP in 2015, 4.1% in 2016, 3.4% in 2017, 5.3% in 2018 and declined to
4.1% in 2019. This decrease in the current account deficit in 2019 was partially due to a decrease in international oil
1