2013 Registration Document Annual Financial Report Summary 115PERSONS RESPONSIBLE 3 COMPENSATION AND BENEFITS 89 1.1 Person responsible for the registration document 4 15.1 Directors’ and offi cers’ compensation 90 1.2 Statement by the person responsible 15.2 Agreements entered into by the Company or members for the registration document 4 of the Group with the Company’s executive offi cers 1.3 Person responsible for fi nancial information 4 or principal shareholders 100 1.4 Provisional timetable for fi nancial communications 4 15.3 Loans and guarantees granted to members of the Company’s administrative or management bodies 100 2 AUDITORS 5 2.1 Statutory Auditors 6 16 OPERATING PROCEDURES OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES 101 2.2 Alternate Auditors 6 16.1 Organization of the Company’s administrative and 2.3 Fees paid by the Group to the Statutory Auditors and management bodies 102 members of their network 7 16.2 Service contracts entered into between the company and members of its administrative and management 3 SELECTED FINANCIAL INFORMATION 9 bodies 105 Key fi gures for 2013 11 16.3 Corporate governance bodies 105 Principal fi nancial indicators 11 16.4 Internal control 107 4 RISK FACTORS 13 17 CORPORATE SOCIAL RESPONSIBILITY 109 4.1 Risks relating to the Group and its structure 14 The Iliad Group’s commitment 110 4.2 Risks relating to the Group’s activities 15 17.1 Human resources data 110 4.3 Financial risks 17 17.2 Environmental information 118 4.4 Legal risks 18 17.3 A responsible enterprise 122 4.5 Risks relating to claims and litigation 21 17.4 A good corporate citizen 126 4.6 Insurance and risk coverage 22 Note on methodology 127 Report by the Statutory Auditor, appointed 5 INFORMATION ABOUT THE COMPANY AND THE as an independent third party 129 GROUP 23 5.1 History and development 24 18 MAJOR SHAREHOLDERS 133 5.2 Capital expenditure 26 18.1 Identifi cation of shareholders 134 18.2 Voting rights of shareholders 135 6 OVERVIEW OF THE GROUP’S BUSINESS 29 18.3 Shareholders’ agreements and undertakings 136 6.1 Principal markets 30 18.4 Arrangements which may result in a change in control 6.2 Principal activities 32 of the Company 136 6.3 Exceptional factors which have infl uenced the Group’s principal activities or principal markets 37 19 RELATED PARTY TRANSACTIONS 137 6.4 The Group’s degree of dependence 37 6.5 Basis for statements made by the Group regarding 20 FINANCIAL INFORMATION CONCERNING its competitive position 38 THE COMPANY’S ASSETS AND LIABILITIES, 6.6 Regulatory framework 39 FINANCIAL POSITION AND PROFITS AND LOSSES 139 20.1 Consolidated fi nancial statements for 2013, 2012 7 ORGANIZATIONAL STRUCTURE 45 and 2011 140 7.1 Brief description of the Group 46 20.2 Parent company fi nancial statement for 2013 185 7.2 Group organization chart at December 31, 2013 47 20.3 Dividend policy 204 20.4 Litigation and arbitration proceedings 205 8 PROPERTY, PLANT AND EQUIPMENT 49 20.5 Signifi cant changes in the company’s fi nancial 8.1 Existing or planned material tangible fi xed assets 50 or trading position 205 8.2 Real estate 58 21 ADDITIONAL INFORMATION 207 9 ANALYSIS OF THE GROUP’S BUSINESS AND 21.1 Share capital 208 RESULTS 59 21.2 Bylaws 214 9.1 Key consolidated fi nancial data 60 21.3 The market for Iliad shares 217 9.2 Overview 61 21.4 Liquidity contract 218 9.3 Signifi cant events of the year 64 9.4 Comparison of results for 2013 and 2012 65 22 MATERIAL CONTRACTS 219 9.5 Additional information 69 22.1 Financial contracts 220 22.2 Operating contracts 220 10 CAPITAL RESOURCES 71 23 THIRD PARTY INFORMATION, STATEMENTS BY 11 RESEARCH AND DEVELOPMENT, PATENTS AND EXPERTS AND DECLARATIONS OF INTERESTS 221 LICENSES 73 11.1 Research and development 74 24 DOCUMENTS ON DISPLAY 223 11.2 Intellectual property 74 25 INFORMATION ON SHAREHOLDINGS 225 12 TREND INFORMATION 75 GLOSSARY 227 13 PROFIT FORECASTS OR ESTIMATES 77 APPENDIX A 233 14 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES APPENDIX B 244 AND SENIOR MANAGEMENT 79 14.1 Members of the administrative, management and APPENDIX C 245 supervisory bodies 80 14.2 Convictions, bankruptcy, confl icts of interest CROSS-REFERENCE TABLES 254 and other information 87 14.3 Directors’ and senior managers’ interests in the Company and the Group 88 2013 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT This registration document contains all of the requisite items for the Annual Financial Report. In accordance with the General Regulations of the Autorité des Marchés Financiers (AMF), including Article 212-13, the original French version of this registration document was fi led with the AMF on April 4 , 2014. This registration document may not be used in support of a financial transaction unless it is accompanied by a note d’opération (offering circular) approved by the AMF. The English language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation. Copies of this registration document can be obtained free of charge from the Company’s registered offi ce (16, rue de la Ville l’Evêque – 75008 Paris, France – Tel.: +33 1 73 50 20 00) and may also be viewed on the Company’s website (www.iliad.fr) as well as on the website of the AMF (www.amf-france.org) 2013 Registration Document - 1 2 - 2013 Registration Document 1 PERSONS RESPONSIBLE 1.1 PERSON RESPONSIBLE FOR THE 1.3 PERSON RESPONSIBLE FOR REGISTRATION DOCUMENT 4 FINANCIAL INFORMATION 4 1.2 STATEMENT BY THE 1.4 PROVISIONAL TIMETABLE FOR PERSON RESPONSIBLE FINANCIAL COMMUNICATIONS 4 FOR THE REGISTRATION DOCUMENT 4 2013 Registration Document - 3 PERSONS RESPONSIBLE 1 Person responsible for the registration document 1.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT Maxime Lombardini, Chief Executive Offi cer of Iliad. 1.2 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT “I hereby declare that having taken all reasonable care to ensure that such is the case, the information contained in this registration document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I further declare that, to the best of my knowledge, the fi nancial statements for 2013 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, fi nancial position and results of the Company and the consolidated group as a whole, and that the information contained in the management report whose various sections are presented in the cross-reference table on page 257 provides a fair review of the business, results and fi nancial position of the Company and its subsidiaries, as well as a description of the principal risks and uncertainties that they face. I obtained a statement from the Statutory Auditors at the end of their engagement affi rming that they have read the whole of the registration document and examined the information about the fi nancial position and the accounts contained therein. The Statutory Auditors’ report on the consolidated fi nancial statements for the year ended December 31, 2012 is presented on page 175 of the registration document fi led with the French fi nancial markets authority (Autorité des marches fi nanciers – AMF) on April 9, 2013 under no. D13-0318 and contains an emphasis of matter.” Maxime Lombardini Chief Executive Offi cer of Iliad April 2, 2014 1.3 PERSON RESPONSIBLE FOR FINANCIAL INFORMATION Thomas Reynaud Senior Vice-President and Chief Financial Offi cer Iliad 16 rue de la Ville l’Evêque 75008 Paris, France Telephone: + 33 1 73 50 20 00 www.iliad.fr 1.4 PROVISIONAL TIMETABLE FOR FINANCIAL COMMUNICATIONS By May 15, 2014: First-quarter 2014 revenues May 20, 2014: Annual Shareholders’ Meeting By August 30, 2014: First-half 2014 revenues and earnings By November 15, 2014: Revenues for the fi rst nine months of 2014 4 - 2013 Registration Document 2 AUDITORS 2.1 STATUTORY AUDITORS 6 2.3 FEES PAID BY THE GROUP TO THE STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORK 7 2.2 ALTERNATE AUDITORS 6 2013 Registration Document - 5 AUDITORS 2 Statutory Auditors 2.1 STATUTORY AUDITORS PricewaterhouseCoopers Audit Boissière Expertise Audit Represented by Xavier Cauchois Represented by Tita A. Zeïtoun 63, rue de Villiers 57, rue Boissière 92208 Neuilly-sur-Seine Cedex, France 75116 Paris, France First appointed at the Annual Shareholders’ Meeting of October 19, 2000. First appointed at the Annual Shareholders’ Meeting of December 30, 1997. Re-appointed at the Annual Shareholders’ Meeting of May 24, 2012 for a Re-appointed at the Annual Shareholders’ Meeting of June 23, 2009 for a term expiring at the close of the Annual Shareholders’ Meeting to be held term expiring at the close of the Annual Shareholders’ Meeting to be held to to approve the fi nancial statements for the year ending December 31, 2017. approve the fi nancial statements for the year ending December 31, 2014. Member of a professional organization: Member of a professional organization: PricewaterhouseCoopers Audit is a member of the Versailles Compagnie Boissière Expertise Audit is a member of the Paris Compagnie Régionale Régionale des Commissaires aux Comptes. des Commissaires aux Comptes. 2.2 ALTERNATE AUDITORS PSK Audit Étienne Boris Represented by Pierre Kuperberg 63, rue de Villiers 134, rue de Courcelles 92208 Neuilly-sur-Seine Cedex, France 75017 Paris, France First appointed at the Annual Shareholders’ Meeting of June 23, 2009.