Registration Document Annual Financial Report WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece Contents 1 PERSONS RESPONSIBLE 3 15 COMPENSATION AND BENEFITS 97 1.1 Person responsible for the Registration Document 4 15.1 Directors’ and offi cers’ compensation 98 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 109 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 109 2 AUDITORS 5 2.1 Statutory Auditors 6 16 OPERATING PROCEDURES OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES 111 2.2 Alternate auditors 6 16.1 Organization of the Company’s administrative 2.3 Fees paid by the Group to the Statutory Auditors and management bodies 112 and 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 115 Key fi gures for 2015 11 16.3 Corporate governance bodies 116 Principal fi nancial indicators 12 16.4 Internal control 119 4 RISK FACTORS 13 17 CORPORATE SOCIAL RESPONSIBILITY 121 4.1 Risks relating to the Group and its structure 14 The Iliad Group’s commitment 122 4.2 Risks relating to the Group’s activities 15 17.1 Human resources data 122 4.3 Financial risks 17 17.2 Environmental information 132 4.4 Legal risks 18 17.3 A responsible enterprise 138 4.5 Risks relating to claims and litigation 21 17.4 A good corporate citizen 142 4.6 Insurance and risk coverage 22 Note on methodology 145 5 INFORMATION ABOUT THE COMPANY 18 MAJOR SHAREHOLDERS 151 AND THE GROUP 23 18.1 Identifi cation of shareholders 152 5.1 History and development 24 18.2 Voting rights of shareholders 153 5.2 Capital expenditure 27 18.3 Shareholders’ agreements and undertakings 154 18.4 Arrangements which may result in a change in control 6 OVERVIEW OF THE GROUP’S BUSINESS 29 of the Company 154 6.1 Principal markets 30 6.2 Principal activities 32 19 RELATED PARTY TRANSACTIONS 155 6.3 Exceptional factors which have infl uenced the Group’s principal activities or principal markets 39 20 FINANCIAL INFORMATION CONCERNING 6.4 The Group’s degree of dependence 40 THE COMPANY’S ASSETS AND LIABILITIES, 6.5 Basis for statements made by the Group regarding FINANCIAL POSITION AND PROFITS AND LOSSES 157 its competitive position 40 20.1 Consolidated fi nancial statements for 2015, 6.6 Regulatory framework 41 2014 and 2013 158 20.2 Parent company fi nancial statements for 2015 203 7 ORGANIZATIONAL STRUCTURE 47 20.3 Dividend policy 222 7.1 Brief description of the Group 48 20.4 Litigation and arbitration proceedings 223 7.2 Group organization chart at December 31, 2015 49 20.5 Signifi cant changes in the Company’s fi nancial or trading position 223 8 PROPERTY, PLANT AND EQUIPMENT 51 8.1 Existing or planned material tangible fi xed assets 52 21 ADDITIONAL INFORMATION 225 8.2 Real estate 60 21.1 Share capital 226 21.2 Bylaws 232 ANALYSIS OF THE GROUP’S BUSINESS 21.3 The market for I liad shares 235 9 AND RESULTS 61 21.4 Liquidity contract 236 9.1 Key consolidated fi nancial data 62 9.2 Overview 62 22 MATERIAL CONTRACTS 237 9.3 Signifi cant events of the year 67 22.1 Financial contracts 238 9.4 Comparison of results for 2015 and 2014 69 22.2 Operating contracts 238 9.5 Additional information 74 23 THIRD PARTY INFORMATION, STATEMENTS 10 CAPITAL RESOURCES 75 BY EXPERTS AND DECLARATIONS OF INTERESTS 239 11 RESEARCH AND DEVELOPMENT, PATENTS 24 DOCUMENTS ACCESSIBLE TO THE PUBLIC 241 AND LICENSES 77 11.1 Research and development 78 25 INFORMATION ON SHAREHOLDINGS 243 11.2 Intellectual property 78 GLOSSARY 245 12 TREND INFORMATION 79 APPENDIX A 251 13 PROFIT FORECASTS OR ESTIMATES 81 APPENDIX B 263 14 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES APPENDIX C 265 AND SENIOR MANAGEMENT 83 14.1 Members of the administrative, management CROSS-REFERENCE TABLES 272 and supervisory bodies 84 14.2 Convictions, bankruptcy, confl icts of interest and other information 95 14.3 Directors’ and s enior m anagers’ interests in the Company and the Group 96 WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 2015 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT This R egistration D ocument 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 12, 2016. This Registration Document may not be used in support of a fi nancial 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 ). WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 2015 R egistration D ocument - 1 WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 2 - 2015 R egistration D ocument 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 PERSON 1.4 PROVISIONAL TIMETABLE FOR RESPONSIBLE FOR THE FINANCIAL COMMUNICATIONS 4 REGISTRATION DOCUMENT 4 WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 2015 R egistration D ocument - 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 2015 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 274 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.” Maxime Lombardini Chief Executive Offi cer of Iliad April 11, 2016 1.3 PERSON RESPONSIBLE FOR FINANCIAL INFORMATION Thomas Reynaud Senior Vice-President Iliad 16, rue de la Ville l’Évêque 75008 Paris, France Telephone: +33 1 73 50 20 00 www.iliad.fr 1.4 PROVISIONAL TIMETABLE FOR FINANCIAL COMMUNICATIONS May 17 , 2016: First-quarter 2016 revenues May 19, 2016: Annual General Meeting By September 30, 2016: First-half 2016 revenues and earnings By November 15, 2016: Revenues for the fi rst nine months of 2016 WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 4 - 2015 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 WorldReginfo - 22d3cb87-1ed8-4592-9799-90cdcfb4bece 2015 R egistration D ocument - 5 AUDITORS 2 Statutory Auditors 2.1 STATUTORY AUDITORS PricewaterhouseCoopers Audit Deloitte & Associés Represented by Xavier Cauchois Represented by Jean-Paul Seguret and François Buzy 63, rue de Villiers 185, avenue Charles de Gaulle 92208 Neuilly-sur-Seine Cedex, France 92200 Neuilly-sur-Seine, France First appointed at the Annual General Meeting of October 19, 2000. First appointed at the Annual General Meeting of May 20, 2015. Re-appointed at the Annual General Meeting of May 24, 2012 for a term Current term expires at the close of the Annual General Meeting expiring at the close of the Annual General Meeting to be held to approve to be held to approve the fi nancial statements for the year ending the fi nancial statements for the year ending December 31, 2017. December 31, 2020. Member of a professional organization: Member of a professional organization: PricewaterhouseCoopers Audit is a member of the Versailles Compagnie Deloitte & Associés is a member of the Versailles Compagnie Régionale Régionale des Commissaires aux Comptes. des Commissaires aux Comptes. 2.2 ALTERNATE AUDITORS Étienne Boris BEAS 63, rue de Villiers 195 avenue Charles de Gaulle 92208 Neuilly-sur-Seine Cedex, France 92200 Neuilly-sur-Seine, France First appointed at the Annual General Meeting of May 20, 2015.